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December 23, 2021

VIA EMAIL

Vanya Hogen, Counsel for Tribe

Hogen Adams 

1935 County Road B2 W

Suite 460

St. Paul, MN 55113

Re: Review of Loan Documents for the Saginaw Chippewa Indian Tribe of Michigan and 

Wells Fargo Bank, NA

Dear Ms. Hogen:

This letter responds to your November 24, 2021 request for the National Indian Gaming 

Commission’s Office of General Counsel to review a collection of financing documents among

the Saginaw Chippewa Indian Tribe of Michigan, Soaring Eagle Gaming, and Wells Fargo Bank, 

NA. Specifically, you have asked for my opinion whether the documents are a management 

contract requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act. You also 

asked for my opinion whether the documents violate IGRA’s requirement that the Tribe have the 

sole proprietary interest in its gaming activity. 

As part of this review, I analyzed the following undated documents (collectively, the 

Loan Documents):

• Credit Agreement (NIGC Draft 12/15/21, Doc. No. SMRH:4851-7285-7834.11)

• Exhibits to Credit Agreement (NIGC Draft 12/15/21)

• Intellectual Property Security Agreement (NIGC Draft 12/15/21, Doc. No. SMRH: 4882-

9563-8275.4)

• Security Agreement (NIGC Draft 12/15/21, Doc. No. SMRH: 4831-8196-6568.9)

The Loan Documents you have submitted contain terms similar to other agreements the 

Office of General Counsel has already reviewed and analyzed. Copies of declination letters can 

be found on the NIGC’s website. Applying the same analysis here, it is my opinion that the Loan 

Documents are not a management contract 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.
Letter to Vanya Hogen

December 23, 2021

Re: Review of Loan Documents for the Saginaw Chippewa Indian Tribe of Michigan and Wells 

Fargo Bank, NA

Page 2 of 2

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. 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 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 Jennifer Lawson at 

(202) 632-7003. 

Sincerely, 

Michael Hoenig

General Counsel

Cc: Christine Swanick, counsel for Wells Fargo

 1 See 25 C.F.R. § 517.7(c). 2 5 U.S.C. § 552(b)(4). 3 139 S. Ct. 2356, 2366 (2019). 4 See 25 C.F.R. § 517.7(d). 5 Id.