NATIONAL HEADQUARTERS 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066 WWW.NIGC.GOV

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

January 12, 2021

VIA EMAIL

Helga M. Woods

13 Crow Hill Road

Uncasville, CT 06382

Re: Review of loan documents for the Mohegan Tribe

Dear Ms. Woods:

This letter responds to your December 18, 2020 request for the National Indian Gaming 

Commission’s Office of General Counsel to review loan documents involving the Mohegan 

Tribal Gaming Authority. 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:

• Purchase Agreement (LW Draft 12/11/2020; NIGC Submission Draft; W/3912409v2)

• Indenture (WLRK Draft 12/18/2020; NIGC Submission Draft 12/18/2020; 

W/3915517v7)

o Exhibit A – Form of Note

o Exhibit B – Form of Certificate Transfer

o Exhibit C – Form of Certificate of Exchange

o Exhibit D – Form of Certificate from Acquiring Institutional Accredited Investor

o Exhibit E – Form of Supplemental Indenture to be delivered by Subsequent 

Guarantors

• Collateral Trust Agreement (LW Draft 12/28/20; NIGC Submission Draft; USDOCS\120181233.3)

• Guaranty (First Lien Credit Agreement) (WLRK Draft: 12/30/2020; NIGC Submission 

Draft; W/3923344v9)

• First Lien Pledge Agreement (WLRK Draft: 12/30/2020; NIGC Submission Draft; 

W/3923346v13)

• First Lien Security Agreement (WLRK Draft: 12/30/2020; NIGC Submission Draft; 

W/3923348v15)
Letter to Helga M. Woods

Re: Review of loan documents for the Mohegan Tribe

January 12, 2021

Page 2 of 3

• Second Lien Pledge Agreement (WLRK Draft: 12/30/2020; NIGC Submission Draft; 

W/3924113v4)

• Second Lien Security Agreement (WLRK Draft: 12/30/2020; NIGC Submission Draft; 

W/3924130v4)

• First Lien Open-End Leasehold Mortgage Deed, Assignment of Leases and Rents and 

Security Agreement (WLRK Draft: 12/30/2020; W/3924348v7)

• Second Lien Open-End Leasehold Mortgage Deed, Assignment of Leases and Rents and 

Security Agreement (WLRK Draft: 12/30/2020; W/3924359v6)

• Deposit Account Control Agreement (WLRK Draft: 12/31/2020; W/3924753v5)

• Credit Agreement (WLRK Draft: 1/4/2021; W/3921677v15)

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

Counsel has already reviewed and analyzed, opinion letters for 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 Helga M. Woods

Re: Review of loan documents for the Mohegan Tribe

January 12, 2021

Page 3 of 3

If you have any questions, please contact NIGC Staff Attorney Steve Iverson at (202) 

632-7003 or by email at steven_iverson@nigc.gov.

Sincerely, 

Michael Hoenig

General Counsel