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December 23, 2020

VIA EMAIL

Scott Wheat, General Counsel

Spokane Tribe of Indians

23215 W. Long Lake Road

Ford, WA 99013

Re: Review of loan documents for Spokane Tribe of Indians

Dear Mr. Wheat:

This letter responds to your October 29, 2020 request for the National Indian Gaming 

Commission’s Office of General Counsel to review loan agreements between the Spokane Tribe 

of Indians (Borrower) and the U.S. Bank, NA (Lender). Specifically, you have asked for my 

opinion whether the documents are management contracts requiring the NIGC Chair’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:

• Credit Agreement, draft dated October 28, 2020, document number on lower left corner 

4846-4011-8190\16;

• Security Agreement, draft dated October 28, 2020, document number on lower left corner 

4820-2165-8798\8;

• Development Subordination Agreement, draft dated October 28, 2020, document number 

on lower left corner 4842-8916-1904\4; and

• Manager Subordination Agreement, submitted on December 9, 2020, document number 

on lower left corner 4821-1264-7855\9.

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 Chair. It is also my 

opinion that they do not violate IGRA’s sole proprietary interest requirement.
Scott Wheat, General Counsel

Re: Review of loan documents for Spokane Tribe of Indians

Date: December 23, 2020

Page 2 of 2

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. 

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

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

Sincerely, 

Michael Hoenig

General Counsel

 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.