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October 22, 2021

VIA E-MAIL

Leander Bergen, 

Corporate Legal Counsel

Laguna Development Corporation

14500 Central Ave. SW, I-40

Albuquerque, NM 87121

Re: Review of Loan Documents for the Laguna Development Corporation

Dear Mr. Bergen:

This letter responds to your September 16, 2021 request on behalf of the Laguna

Development Corporation for the Office of General Counsel, National Indian Gaming

Commission, to review a proposed Credit Agreement and related financing documents between 

Laguna Development Corporation and BOKF, NA dba Bank of Albuquerque (“Loan 

Documents.” Specifically, you have asked for my opinion whether the Loan Documents 

constitute a management contract or collateral agreement to a management contract requiring the 

NIGC Chair’s approval under the Indian Gaming Regulatory Act, and whether they violate 

IGRA’s requirement that a tribe have the sole proprietary interest in its gaming operation.

In my review, I considered the following Loan Documents that you submitted:

1) Credit Agreement (DRAFT 10/20/21, marked at bottom left as “4819-3370-9807”), with 

the following exhibits 1

:

o Exhibit A [Intentionally Left Blank]

o Exhibit B [Intentionally Left Blank]

o Exhibit C Commitments and Addresses

o Exhibit D-1 Construction Advance Request

o Exhibit D-2 [Intentionally Left Blank]

o Exhibit E [Intentionally Left Blank]

o Exhibit F Certificate of Officer as to Financial Statements

o Exhibit G Form of Assignment and Assumption

 1 As indicated above, in the October 20, 2021 draft, 4 listed exhibits to the Credit Agreement, A. B. D-2, and E, are 

marked “Intentionally Left Blank.” The Agreement’s index also lists 20 schedules, which were not include in the 

Pueblo’s submissions.
Letter to Leander Bergen. Esq.

Re: Review of Loan Documents for the Laguna Development Corporation

October 22, 2021

Page 2 of 3

o Exhibit H Ellis Park Property Description

2) Construction Facility Promissory Note (NIGC Draft 9-15-2021, marked at bottom left as 

“4813-3651-6347”).

3) Term Loan Promissory Note (NIGC Draft 9-15-2021, marked at bottom left as “4844-

4062-8987”).

4) Security Agreement (DRAFT 10/6/21, marked at bottom left as “4847-4632-1135”)

5) Subordination Agreement between the Pueblo and BOKF (NIGC Draft 9-15-2021; 

identifying numbers at bottom left are obliterated by footer and illegible).

6) Bank Deposit Account Control Agreement (NIGC Draft 9-15-2021, marked at bottom 

left as “4831-8069-9387”).

I also considered a Fee Letter from BOKF to Laguna Development Corporation dated May 11, 

2021.

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

Counsel has reviewed and analyzed, opinion letters for which are available on the NIGC website.

Applying the same analysis here, it is my opinion that the Loan Documents are not management

contracts or collateral agreements to a management contract, and do not require the approval of

the Chair. It is also my opinion that the Loan Documents do not violate IGRA’s sole proprietary

interest requirement.

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

final form with respect to terms affecting this opinion. If they 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.

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.2 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),3 please be advised that any withholding should be analyzed under the 

standard set forth in Food Marketing Institute v. Argus Leader Media.

4 Any claim of 

confidentiality should also be supported with “a statement or certification by an officer or 

authorized representative of the submitter.”5 Please submit any written objection to 

 2 See 25 C.F.R. § 517.7(c). 3 5 U.S.C. § 552(b)(4),

4 139 S. Ct. 2356 (2019)

5 See 25 C.F.R. § 517.7(d).
Letter to Leander Bergen. Esq.

Re: Review of Loan Documents for the Laguna Development Corporation

October 22, 2021

Page 3 of 3

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.

6

If you have any questions, please contact Staff Attorney, Barbara Marvin, at (202) 302-0815.

Sincerely,

Michael Hoenig

General Counsel

 6 Id.