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January 31, 2022

VIA EMAIL

Alan R. Dale, Esq.

Alan Dale Law LLC

145 NW Jefferson Place

Bend, Oregon 97703

Re: Review of Financing Agreement for the Coquille Indian Tribe

Dear Mr. Dale:

This letter responds to your request of December 21, 2021, for the National Indian Gaming 

Commission’s Office of General Counsel to review a financing agreement between the Coquille 

Indian Tribe (Tribe) and Columbia State Bank. Specifically, you have asked for my opinion whether 

the agreement constitutes a management contract requiring the NIGC Chairman’s approval under the 

Indian Gaming Regulatory Act (IGRA). You have also asked for my opinion whether the agreement 

violates IGRA’s requirement that the Tribe have the sole proprietary interest in its gaming activity. 

In my review, I considered the following submissions (the Loan Documents) which are

unexecuted, but represented to be in substantially final form: 

• Amended and Restated Credit Agreement, marked at the top right corner as “DW Draft 

12/17/21” and at the bottom left corner as “4890-4636-0578\6”, with the following 

attachments:

o Schedule 1.1 – Casino & Hotel Location;

o Schedule 5.14 – Properties:

o Schedule 6.12 – Indebtedness;

o Schedule 6.15 – Investments;

o Schedule 6.17 – Liens:

o Exhibit A – Form of Compliance Certificate;

o Schedule 1 to Compliance Certificate (blank);

o Exhibit B-1 – Form of Revolving Note;

o Exhibit B-2 – Form of Term Note;

o Exhibit C – Form of Borrowing Notice;

• Amended and Restated Security Agreement, marked at the top right corner as “DW Draft 

12/17/21” and at the bottom left corner as “4873-3146-8548\4”;

o Exhibit A – Grantor Information; Location of Collateral;

o Exhibit B – Intellectual Property;

o Exhibit C – List of Pledged Collateral;
Alan R. Dale, Esq.

Re: Review of Financing Agreement for the Coquille Indian Tribe

January 31, 2022

Page 2 of 2

o Exhibit D – Commercial Tort Claims; and

• Reaffirmation of Non-Disturbance Agreement, marked at the bottom left corner as “4892-

1188-1478\2. 

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 a management contract and 

does not require the approval of the NIGC Chairman. It is also my opinion that it does not violate 

IGRA’s sole proprietary interest requirement.

It is my understanding that the draft is represented to be in substantially final form, and if the 

Loan Documents changes in any material way prior to closing or is 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), please be 

advised that any withholding should be analyzed under the standard set forth in Food Marketing 

Institute v. Argus Leader Media.

2 Any claim of confidentiality should also be supported with “a 

statement or certification by an officer or authorized representative of the submitter.”3 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.4 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 NIGC Senior Attorney Esther Dittler at (202) 853-

7511 or by email at Esther_Dittler@nigc.gov. 

Sincerely, 

Michael Hoenig

General Counsel

 1 25 C.F.R. § 517.7(c).

2 139 S. Ct. 2356 (2019).

3 25 C.F.R. § 517.7(d).

4 Id.