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May 14, 2020

VIA EMAIL

Vanya S. Hogen

Hogen Adams, PLLC

1935 W County Road B2, Suite 460

St. Paul, MN 55113

Re: Review of loan documents for Saginaw Chippewa Indian Tribe of Michigan

Dear Ms. Hogen:

This letter responds to your January 29, 2020 request for the National Indian Gaming 

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

Chippewa Indian Tribe and the U.S. Bank National Association. Specifically, you have asked for 

my opinion whether the documents are management contracts requiring the NIGC Chair’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:

• Credit Agreement among the Saginaw Chippewa Indian Tribe of Michigan, as the 

Borrower, and U.S. Bank National Association, as the Lender (NIGC Review Draft 1-28-

2020, doc. no. 4825-1459-5477\12)

o Exhibit A – Form of Compliance Certificate

o Exhibit B – Form of Revolving Note

o Exhibit C – Form of Borrowing Notice

o Exhibit D – Form of Tax Exempt Note 

• Security Agreement (NIGC Review Draft 1-28-202, doc. no. 4813-6269-2243\6)

o Exhibit A – Grantor Information; Location of Collateral

o Exhibit B – Intellectual Property

o Exhibit C – List of Pledged Collateral

o Exhibit D – Commercial Tort Claims. 

• Guaranty (NIGC Review Draft 1-28-2020, doc. no. 4814-8831-8614\5)
Vanya S. Hogen

Re: Review of loan documents for Saginaw Chippewa Indian Tribe of Michigan

May 14, 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 Chair. 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 Rea Cisneros, Associate General Counsel, at 

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

Sincerely, 

Michael Hoenig

General Counsel

 1 See 25 C.F.R. § 517.7(c). 2 5 U.S.C. § 552(b)(4). 3 No. 18-481, 2019 WL 2570624, at *7 (U.S. June 24, 2019). 4 See 25 C.F.R. § 517.7(d). 5 Id.