October 2, 20 t 4 

C. Bryant Rogers 

V anamberg, Rogers, Y epa, Abeita & Gomez, LLP 

P.O. Box 1447 

Santa Fe, NM 87504-1447 

Fax: (505) 983-7508 

Re: Review of loan documents for the Pueblo of Nam be 

Dear Mr. Rogers: 

This letter responds to your initial request of February 17, 20 14, and your more 

recent submission of August 22, 2014, on behalf of the Nambe Pueblo Gaming Enterprise 

(Enterprise) for the National Indian Gaming Commission's Office of General Counsel to 

review loan documents between the Enterprise and The First National Bank of Santa Fe 

(Lender). Specifically, you have asked for my opinion whether the Joan documents 

constitute a management contract requiring the NIGC Chair's approval under the Indian 

Gaming Regulatory Act and whether the agreement violates IGRA's requirement that a 

tribe have the so.le proprietary interest in its gaming operation. 

In my review, I considered the following submissions (collectively, "the Loan 

Documents") which are unexecuted, but were represented to be in substantially final 

form: 

• NPGE Doc# 1 - Promissory Note, marked at the top right as "8-19-14 

FINAL"; 

• NPGE Doc#2 - Commercial Security Agreement, marked at the top right 

as "8-19-14 FIN AL"; 

• NPGE Doc#3 -Construction Loan Agreement, marked at top right as "7-

17-14 FINAU'; 

• NPGE Doc#4 - Assignment of Construction Contracts; marked at top right 

as "FINAL DRAFT 2-6-14" 

• NPGE Doc#5 - Deposit Account Control Agreement, marked at the top 

right as "FINAL DRAFT 7-16-14"; 

• NPGE Doc#6 - Notice of Insurance Requirement, marked at top right as 

"7-18-14 FINAL"; 

• NPGE Doc#7 - Notice of Insurance Requirements, marked at top right as 

"FINAL 7-16-14"; 

• NPGE Doc#8 - Agreement to Provide Insurance, marked at top right as 

"FINAL DRAFT 7-16-14"; 

NATIONAl HEADQUARTERS 90 K St f\Jf, Suila 200. Washinglon. DC "20002 Tel: 202 .032./00:1 Fox: 20"2 632 /066 WWW.NIC<:.Gov 

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C. Bryant Rogers 

Re: Review of loan documents for the Pueblo of Nambe 

October 2, 2014 

Page 2 of3 

• NPGE Doc#9 - Agreement to Provide Insurance, marked at top right as 

"FINAL DRAFT 7-16-014"; 

• NPGE Doc#IO - Freedom to Choose Insurance, marked at top right as 

"FINAL 2-6-14"; 

• NPGE Doc#l l - Important Information about Procedures for Opening a 

New Account, marked at top right as '~FINAL 2-6-14"; 

• NPGE Doc# 12 - Disbursement Request and Authorization, marked at top 

right as "FINAL 2-6-14"; 

• NPGE Doc#13 - Corporate Resolution, marked at top right as ''7-16-14 

FINAL"; 

• NPGE Doc#l4 "'.Assignment of Rents (NPGE - Tract 2-A), marked at top 

right as "7-21-14-1815 hrs FINAL"; 

• NPGE Doc#lS - Leasehold Mortgage, Security Agreement and Financing 

Statement, marked at top right as "7-21-14 FINAL"; 

• NPDC Doc#l - Commercial Security Agreement (NPDC Tracts 1-A & 2-

A), marked at top right as "7-21-14 FINAL"; 

• NPDC Doc#2 - Leasehold Mortgage, Security Agreement and Financing 

Statement (NPDC Tract 1-A and Tract 2-A), marked at top right as "7-21-

14 FINAL"; 

• NPDC Doc#3 - Assignment of Rents (NPDC Tract 1-A), marked at the 

top right as "7-16-14 draff'; 

• NPDC Doc#4 - Assignment of Rents (NPDC Tract 2-A), marked at top 

right comer as ''7-21-14 FINAL"; 

• NPDC Doc#5 - Notice of Insurance Requirement, marked at top right as 

"7 -16-14 final''; 

• NPDC Doc#6 - Notice of Insurance Requirement, marked at top right as 

"FINAL 7-16-2014"; 

• NPDC Doc#7 - Corporate Resolution to Grant Collateral/Guarantee, 

marked at top right as ''7-16-14 final"; 

• NPDC Doc#8 - Commercial Guaranty, marked at top right as "7-18-14 

final"; and 

• NPDC Doc#9 - Agreement to Provide Insurance> marked at top right as 

"7-16-14 final". 

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

General Counsel has already reviewed and analyzed. See 

www.nigc.gov/Reading__ Room/Management_ Review_ Letters.aspx. 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 Chair. It is also my opinion that they do not violate 

IGRA's sole proprietary interest requirement. 

I note, however, that the loan structure provides ce1tain rights to the lender related 

to the Pueblo ofNambe's trust lands. Because those provisions may implicate the United 
C. Bryant Rogers 

Re: Review ofloan documents for the Pueblo of Nambe 

October 2, 2014 

Page 3of3 

States' interests in lands it holds for the benefit of the Pueblo, we are referring the 

agreements to the Department of the Interior for their information. 

It is my understanding that the Loan Documents are represented to be in 

substantially final form with respect to terms affecting this opinion. If the Loan 

Documents change in any material way prior to closing, this opinion shall not apply. 

Further, this opinion is limited to the Loan Documents listed above and does not include 

or extend to any other agreements or documents not submitted for review. 

I anticipate that this letter will be posted to the NIGC's website. Prior to posting, 

the NI GC will notify you and give you an opportunity to identify and request that 

information subject to the exemptions under FOIA be redacted or withheld. A list of the 

FOIA exemptions may be found at 25 U.S.C. § 552(b). 

If you have any questions, please contact NIGC Staff Attorney Esther Dittler at 

(202) 420-9229. 

Eric Shepard 

Acting General Counsel 

cc: Venus Prince, Deputy Solicitor - Indian Affairs. 

Paula Hart, Director - Office of Indian Gaming