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April 3, 2020

Maxine Velasquez, Chief Counsel

Laguna Development Corporation

14500 Central Ave. SW, I-40

Albuquerque, NM 87121

Re: Review of Loan Documents for the Laguna Development Corporation

Dear Ms. Velasquez:

This letter responds to your January 27, 2020 request on behalf of the Laguna 

Development Corporation for the Office of General Counsel, National Indian Gaming 

Commission, to review Loan Documents. Specifically, you have asked for my opinion whether 

the Loan Documents constitute a management contract or collateral agreement to a management 

contract requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act, and 

whether they violate IGRA’s requirement that a tribe have the sole proprietary interest in its 

gaming operation. 

In my review, I considered the following submission (collectively referred to as “the 

Loan Documents”): 

1. Credit Agreement (marked at bottom left as “SMRH:4844-1864-3116.12”),

2. Exhibits to Credit Agreement (marked at bottom left as “SMRH:4837-0820-1644.6”),

3. Borrower Security Agreement (marked at bottom left as “SMRH:4846-8871-6462.7”),

4. Guarantor Guaranty and Security Agreement (marked at bottom left as “SMRH:4833-

1462-3662.8”),

5. Subordination Agreement (marked at bottom left as “SMRH:4838-9017-2589.10-”),

6. Master Agreement for Standby Letters of Credit (marked at bottom left as “SMRH:4843-

5302-0336.3”),

7. Securities Account Control Agreement (marked at bottom left as “SMRH:4812-7591-

2374.2”),

8. Deposit Account Control Agreement (marked at bottom left as “SMRH:4832-1243-

1028.3”),

9. Environmental Indemnity Agreement (marked at bottom left as “SMRH:4832-9233-

0934.3”).
Maxine Velasquez

Re: Review of the Loan Documents for the Laguna Development Corporation 

April 3, 2020

Page 2 of 2

The Loan Documents contain terms similar to other agreements the Office of General 

Counsel has reviewed and analyzed, opinion letters for which are available on the NIGC website. 

Applying the same analysis here, it is my opinion that the Loan Documents are not management 

contracts or collateral agreements to a management contract, and do not require the approval of 

the Chair. It is also my opinion that the Loan Documents do not violate IGRA’s sole proprietary 

interest requirement.

It is my understanding that the Loan Documents are represented to be in substantially 

final form with respect to terms affecting this opinion. If they change in any material way prior 

to closing, this opinion shall not apply. Further, this opinion is limited to the Loan Documents 

listed above and does not include or extend to any other agreements or documents not submitted 

for review.

Please note that it is my intent that this letter be released to the public through the 

NIGC’s website. If you have any objection to this disclosure, please provide a written statement 

explaining the grounds for the objection and highlighting the information that you believe should 

be withheld. See 25 C.F.R. § 517.7(c). If you object on the grounds that the information qualifies 

as confidential commercial information subject to withholding under Exemption Four of the 

Freedom of Information Act (FOIA), 5 U.S.C. § 552(b)(4), please be advised that any 

withholding should be analyzed under the standard set forth in Food Marketing Institute v. Argus 

Leader Media, 139 S. Ct. 2356 (2019). Any claim of confidentiality should also be supported 

with “a statement or certification by an officer or authorized representative of the submitter.” See 

25 C.F.R. § 517.7(d). Please submit any written objection to FOIASubmitterReply@nigc.gov 

within thirty (30) days of the date of this letter. After this time elapses, the letter will be made 

public and objections will no longer be considered. Id.

If you have any questions, please contact Senior Attorney Austin Badger at (202) 632-

7003. 

Sincerely, 

Michael Hoenig

General Counsel