NATIONAL HEADQUARTERS 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066 WWW.NIGC.GOV

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December 16, 2021

VIA EMAIL

Scott Wheat, General Counsel

Spokane Tribe of Indians

Office of the Spokane Tribal Attorney

23215 W. Long Lake Road

Ford, WA 99013

Re: Review of Amended and Restated Credit Agreement for the Spokane Tribe of Indians

Dear Mr. Wheat:

This letter responds to your request of November 15, 2021, for the National Indian 

Gaming Commission’s Office of General Counsel to review a credit agreement between the 

Spokane Tribe of Indians (Tribe) and U.S. Bank, National Association. Specifically, you have 

asked for my opinion whether the document is a management contract requiring the NIGC 

Chairman’s approval under the Indian Gaming Regulatory Act (IGRA). You have also asked for 

my opinion whether the loan document violates IGRA’s requirement that the Tribe have the sole 

proprietary interest in its gaming activity. 

In my review, I considered the following submissions (the Loan Document) which is 

unexecuted, but represented to be in substantially final form: 

• Amended and Restated Credit Agreement, marked in the upper right corner as 

“NIGC Draft 11/15/21” and at the bottom left corner as “4895-6559-3088\10”.

The Loan Document 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 Document is not a management 

contract and does not require the approval of the NIGC Chairman. It is also my opinion that it 

does not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the draft is represented to be in substantially final form, and if 

the Loan Document changes in any material way prior to closing or is inconsistent with 

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

Document listed above. This opinion does not include or extend to any other agreements not 

submitted for review. 
Scott Wheat, General Counsel

Re: Review of Amended and Restated Credit Agreement for the Spokane Tribe of Indians

December 16, 2021

Page 2 of 2

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), please be advised that any withholding should be analyzed under the 

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

2 Any claim of 

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

authorized representative of the submitter.”3 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.4 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 NIGC Senior Attorney Esther Dittler at (202) 

853-7511 or by email at Esther_Dittler@nigc.gov. 

Sincerely, 

Michael Hoenig

General Counsel

 1 25 C.F.R. § 517.7(c).

2 139 S. Ct. 2356 (2019).

3 25 C.F.R. § 517.7(d).

4 Id.