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February 12, 2021

VIA EMAIL

Rodney A. Butler, Chairman

Mashantucket (Western) Pequot Tribe

P.O. Box 3060

Mashantucket, CT 06338-3060

Re: Review of financing agreement between Ankura Trust Company, 

LLC & Mashantucket (Western) Pequot Tribe

Dear Chairman Butler:

This letter responds to your request on behalf of Mashantucket (Western) Pequot 

Tribe for the National Indian Gaming Commission’s Office of General Counsel to review 

financing documents between the Mashantucket (Western) Pequot Tribe and Ankura Trust 

Company, LLC. Specifically, you asked for an opinion whether the agreement is a management 

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

also asked for an opinion whether the agreement violates IGRA’s requirement that a tribe have 

the sole proprietary interest in its gaming operation.

In my review, I considered the following documents (collectively “the Financing 

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

• Seventh Amendment to Loan Agreement – Marked as: Draft 1/20/21 in upper right-hand 

corner; SMRH: 4850-4123-0291.2 & #93859783v7 in lower left-hand corner.

• Loan Agreement – Marked as: Draft 1/20/21 in upper right-hand corner; #94031664v3 in 

lower left-hand corner.

The Financing Agreement contains terms similar to other agreements the Office of 

General Counsel has reviewed and analyzed, which are available on the NIGC website. Applying 

the same analysis here, it is my opinion that the Financing Agreement is not a management 

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

violate IGRA’s sole proprietary interest requirement.

It is my understanding the Financing Agreement is represented to be in substantially final 

form with respect to terms affecting this opinion. If such terms change in any material way prior 

to closing or are inconsistent with the assumptions made herein, this opinion shall not apply. 

Further, this opinion is limited to the Financing Agreement listed above. This opinion does not 
Letter to Rodney A. Butler, Chairman 

Re: Review of financing agreement between Ankura Trust Company, LLC & Mashantucket 

(Western) Pequot Tribe 

February 12, 2021 

Page 2 of 2 

include or extend to any other agreements or documents not submitted for review. However, the 

prior opinions expressed in the declination letter issued by the Office of General Counsel to the 

Tribe in 2013 concerning those financing agreements remain in effect. 

Please note it is my intent 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, 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, 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 

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

If you have any questions, please contact NIGC Staff Attorney Mary Modrich-Alvarado 

at (202) 713-0206. 

Sincerely,

Michael Hoenig

General Counsel