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September 24, 2020

Via Email

James W. Dierking

Capella Tower, Suite 3500

225 South 6th Street 

Minneapolis, MN 55402

Re: Review of loan documents for White Earth Band of Chippewa Indians

Dear Mr. Dierking:

This letter responds to your July 13, 2020 request for the National Indian Gaming 

Commission’s Office of General Counsel to review loan agreements between the White Earth 

Band of Chippewa Indians and Bremer Bank, N.A. Specifically, you have asked for my opinion 

whether the documents are management contracts requiring the NIGC Chairman’s approval 

under the Indian Gaming Regulatory Act. You also asked for my opinion whether the loan 

documents violate IGRA’s requirement that the Tribe have the sole proprietary interest in its 

gaming activity. 

In my review, I considered the following submissions (collectively, “the Loan 

Documents”) all of which are unexecuted, but were represented to be in substantially final form:

• Term Loan Agreement, Doc. No. 18871616v7

o Exhibit A – Term Note

• Term Note, Doc. No. 19030905v3, 1092.22

• Security Agreement, Doc. No. 19013840v4, 1094.22

• Springing Depository Agreement, Doc. No. 18991157v3

o Exhibit A – Form of Notice of Operating Budget

o Exhibit B – Form of Draw Request on Operating Account

• Closing Certificate of Borrower, Doc. No. 19016663v3
James W. Dierking

Re: Review of loan documents for White Earth Band of Chippewa Indians

September 24, 2020

Page 2 of 2

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

Counsel has already reviewed and analyzed, which are available on the NIGC’s website. 

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

contracts and do not require the approval of the NIGC Chairman. It is also my opinion that they 

do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the drafts are represented to be in substantially final form, and 

if the Loan Documents change in any material way prior to closing or are inconsistent with 

assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the Loan

Documents listed above. This opinion does not include or extend to any other agreements 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.1 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),2 please be advised that any withholding should be analyzed under the 

standard set forth in Food Marketing Institute v. Argus Leader Media.

3 Any claim of 

confidentiality should also be supported with “a statement or certification by an officer or 

authorized representative of the submitter.”4 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.5 If you 

need any additional guidance regarding potential grounds for withholding, please see the United 

States Department of Justice’s Guide to the Freedom of Information Act at 

https://www.justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact Associate General Counsel, Rea Cisneros at 

(202) 632-7003 or by email at Rea_Cisneros@nigc.gov.

Sincerely, 

Michael Hoenig

General Counsel

cc: Daniel Stevens, General Manager, Shooting Star Casino (via e-mail)

 1 See 25 C.F.R. § 517.7(c). 2 5 U.S.C. § 552(b)(4). 3 139 S.Ct. 2356 (2019).

4 See 25 C.F.R. § 517.7(d). 5 Id.