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May 25, 2021

VIA EMAIL

Bill Sterud, Chairman

Puyallup Tribe of Indians

3009 E. Portland Ave.

Tacoma, Washington 98404

Re: Review of loan documents for the Puyallup Tribe of Indians

Dear Chairman Sterud:

This letter responds to your May 5, 2021 request for the National Indian Gaming 

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

Gaming Enterprises, Inc. (Borrower) and Wells Fargo, N.A. (Administrative Agent/Lender/L/C 

Issuer). Specifically, you have asked for my opinion whether the documents are management 

contracts requiring the NIGC Chairman’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:

o Amendment No. 4 among the Borrower, the Tribe, the Lenders party thereto and Wells 

Fargo, as agent (“Amendment No.4), (NIGC Submission Draft 5/3/2021, doc. no. 4146-

6850-4364.5),

o Conformed Credit Agreement among the Borrower, the lenders party thereto, and Wells 

Fargo, as agent, attached as Annex A to Amendment No. 4 (reflecting changes being 

made to the Credit Agreement under Amendment No.4), (NIGC Submission Draft 

5/3/2021, doc. no. 4145-9182-6220.7),

o Schedule 6.07 (Insurance Requirements) attached as Annex B to Amendment No. 4, (doc. 

no. 4154-8665-7068.2),
Letter to Bill Sterud, Chairman

Re: Review of loan documents for the Puyallup Tribe of Indians

May 25, 2021

Page 2 of 3

o Updated Exhibit B (Form of Compliance Certificate) attached as Annex C to Amendment 

No. 4, (doc. no. 4143-7949-1884.3),

o Updated Exhibit C (Form of Loan Notice) attached as Annex D to Amendment No. 4, 

(doc. no. 4137-7728-2604.2); and 

o Conformed Tribal Agreement between the Tribe and Wells Fargo, as agent, attached as 

Annex E to the Amendment No. 4. (reflecting changes being made to the Tribal 

Agreement pursuant to Amendment No. 4), (NIGC Submission Draft 5/3/2021, doc. no. 

4163-9302-0716.8). 

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 Chairman. 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.

 1 See 25 C.F.R. § 517.7(c). 2 5 U.S.C. § 552(b)(4).

3 139 S.Ct. 2356 (2019).

4 See 25 C.F.R. § 517.7(d). 5 Id.
Letter to Bill Sterud, Chairman

Re: Review of loan documents for the Puyallup Tribe of Indians

May 25, 2021

Page 3 of 3

If you have any questions, please contact Associate General Counsel, Sharon Avery at 

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

Sincerely, 

Michael Hoenig

General Counsel

cc: Robert Hunter, Staff Attorney, Puyallup Tribe of Indians (via e-mail)