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February 26, 2021

VIA EMAIL

Glenda Nelson, Tribal Chairwoman

Estom Yumeka Maidu of the Enterprise Rancheria

2133 Monte Vista Ave.

Oroville, CA 95966

Re: Review of Financing Documents between the Enterprise Development 

Authority of the Estom Yumeka Maidu of the Enterprise Rancheria and Wells Fargo, N.A.

Dear Chairwoman Nelson:

This letter is a response to the Financing Documents submitted by the Enterprise 

Development Authority of the Estom Yumeka Maidu of the Enterprise Rancheria (Tribe) and 

Wells Fargo, N.A. (Lender) to the National Indian Gaming Commission’s (NIGC) Office of 

General Counsel for review (collectively, the “Financing Documents”).

You have asked for my opinion whether the Financing Documents constitute a 

management contract requiring the NIGC Chairman’s approval under the Indian Gaming 

Regulatory Act (IGRA). Also included in this letter is my opinion whether the Financing

Documents violate IGRA’s requirement that the Tribe maintain the sole proprietary interest in its 

gaming activities.

In my review, I considered the below Financing Documents, which are unexecuted but 

were represented to be in substantially complete form:

1. Revolving Credit and Term Loan Agreement, drafted February 19, 2021 (USDOCS\120044072.16);

2. Exhibit A-1 to Credit Agreement: Form of Term B Note, drafted February 3, 2021 

(US-DOCS\84909632.3);

3. Exhibit A-2 to Credit Agreement: Form of Revolving Note, drafted February 3, 

2021 (US-DOCS\84909632.3);

4. Exhibit A-3 to Credit Agreement: Form of Incremental Term Loan, drafted 

February 3, 2021 (US-DOCS\84909632.3);

5. Exhibit C-1 to Credit Agreement: Form of Guaranty, drafted February 3, 2021 

(US-DOCS\120781694.1);
Letter to Glenda Nelson, Tribal Chairwoman

Re: Review of Financing Documents between the Enterprise Development Authority of the

Estom Yumeka Maidu of the Enterprise Rancheria and Wells Fargo, N.A.

February 26, 2021

Page 2 of 3

6. Exhibit C-2 to Credit Agreement: Form of Security Agreement, drafted February 

19, 2021 (US-DOCS\121226828.2);

7. Intellectual Property Security Agreement; drafted February 3, 2021 (USDOCS\120677281.3);

8. Hard Rock Subordination Agreement, drafted February 19, 2021 (USDOCS\120796712.2);

9. Hard Rock Consent, drafted February 19, 2021 (US-DOCS\120795884.4);

10. Exhibit J to Credit Agreement: Form of Intercompany Subordinated Demand 

Promissory Note, drafted February 11, 2021 (US-DOCS\120998094.4);

11. Exhibit M to Credit Agreement: Form of Joinder Agreement, drafted February 

11, 2021 (US-DOCS\121019137.5);

12. Deposit Account Control Agreement, drafted February 11, 2021 (USDOCS\120935524.16); and

13. Securities Account Control – Consent Agreement, drafted February 11, 2021 (USDOCS\120933398.9).

The Financing Documents contain terms similar to other agreements the Office of 

General Counsel has previously reviewed and analyzed, which are available on the NIGC’s 

website. Applying the same analysis here, it is my opinion the Financing 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 Financing Documents are in substantially final form, and 

if the Financing Documents are amended in any material way and/or inconsistent with 

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

Financing Documents mentioned supra. This opinion does not include or extend to any other 

agreements not submitted or before me 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 such disclosure, please provide a written statement 

explaining the grounds for the objection, highlighting the information 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 the information was voluntarily submitted and, as such, that any 

withholding should be analyzed in accordance with 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 

 1 25 C.F.R. § 517.7(c).

2 5 U.S.C. § 552(b)(4).

3 139 S.Ct. 2356 (2019).

4 25 C.F.R. § 517.7(d).
Letter to Glenda Nelson, Tribal Chairwoman

Re: Review of Financing Documents between the Enterprise Development Authority of the

Estom Yumeka Maidu of the Enterprise Rancheria and Wells Fargo, N.A.

February 26, 2021

Page 3 of 3

date of this letter. After this time elapses, this 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 Staff Attorney James A. Lewis at (202) 632-

7013 or by email at James_Lewis@nigc.gov. 

Sincerely, 

Michael Hoenig

General Counsel

cc: John Maier, Esq.<jmaier@jmandmplaw.com>

 5 Id.