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

February 19, 2021 

VIA EMAIL

Jesus Tarango, Chairman

Wilton Rancheria

9728 Kent Street, 

Elk Grove, CA 95624 

Re: Review of the Loan Documents for the Wilton Rancheria

Dear Chairman Tarango: 

This letter responds to your December 4, 2020 request on behalf of the Wilton Rancheria 

for the Office of the General Counsel, National Indian Gaming Commission, to review certain 

loan documents. The request asks for my opinion as to whether the submitted loan documents are 

management contracts requiring the NIGC Chairman’s approval pursuant to the Indian Gaming 

Regulatory Act. The request also asks for my opinion as to whether the loan documents violate 

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

In my review, I considered the following submissions (collectively, “the Loan 

Documents”):

• Credit Agreement, marked “US-DOCS\118255574.32” on each page;

• Exhibits to Credit Agreement, each labelled “NIGC Submission 12/18/2020” within

the header:

a. Exhibit A Form of Note, marked “US-DOCS\119530419.3”;

b. Exhibit B Form of Funding Notice, marked “US-DOCS\119530420.5”;

c. Exhibit C-1 Form of Guaranty, marked “US-DOCS\118602087.5”;

d. Exhibit C-2 Form of Security Agreement, marked “US-DOCS\118432284.16”;

e. Exhibit D Form of Solvency Certificate, marked “US-DOCS\119530422.3”;

f. Exhibit E Form of Compliance Certificate, marked “USDOCS\119530425.5”;

g. Exhibit F Form of Assignment and Acceptance, marked “USDOCS\119530430.3”;

h. Exhibit G Form of U.S. Tax Compliance Certificates, marked “USDOCS\119530431.6”;

i. Exhibit H Form of Closing Certificate, marked “US-DOCS\119530435.3”;
Letter to Jesus Tarango, Chairman 

Re: Review of the Loan Documents for the Wilton Rancheria 

February 19, 2021 

Page 2 of 3 

j. Exhibit I Insurance Requirements, marked “US-DOCS\54448529.20”;

k. Exhibit J Form of Intercompany Subordinated Demand Promissory Note, 

marked “US-DOCS\119530438.4”;

l. Exhibit K Form of Boyd Subordination Agreement, marked “USDOCS\119333142.9”;

m. Exhibit L Form of Administrative Questionnaire, marked “USDOCS\119530443.3”;

n. Exhibit N Form of Project Budget Amendment Certificate, marked “USDOCS\118599076.8”;

o. Exhibit O Form of Construction Contract Amendment Certificate, marked 

“US-DOCS\119572778.4”;

p. Exhibit P Form of Additional Construction Contract Certificate, marked 

“US-DOCS\119572781.4”;

q. Exhibit Q Form of Consent, marked “US-DOCS\119548171.6”;

r. Exhibit R Form of Lien Releases; 

s. Exhibit S Form of Project Cost Schedule Certificate, marked “USDOCS\119596452.4”;

t. Exhibit T Form of Final Plans and Specifications Amendment Certificate, 

marked “US-DOCS\119596451.4”;

u. Exhibit U Form of Initial Operating Date Certificate, marked “USDOCS\119596450.4”;

v. Exhibit V Form of Removal of Architect Certificate, marked “USDOCS\119596448.4”;

w. Exhibit W Form of Removal of General Contractor Certificate, marked “USDOCS\119596447.4”;

x. Exhibit X Form of Borrower’s Final Completion Certificate, marked “USDOCS\119596444.4”;

• Deposit Account Control Agreement, marked “#81094795_v4” on each page;

• Amendment Number Two to Development Agreement, marked “USDOCS\118061835.16” on each page;

• IP Security Agreement, marked “US-DOCS\119713532.5” on each page;

• Securities Account Control Agreement, marked “58346381v2” on each page;

• Consent and Agreement (Architect), marked “US-DOCS\119653296.6” on each page;

and

• Consent and Agreement (General Contractor), marked “US-DOCS\119653301.2” on

each page.
Letter to Jesus Tarango, Chairman 

Re: Review of the Loan Documents for the Wilton Rancheria 

February 19, 2021 

Page 3 of 3 

The Loan Documents contain terms similar to other agreements that OGC has previously

reviewed and analyzed. Some of these opinion letters may be found on the NIGC’s website. 

Applying the same analysis here, it is my opinion that, collectively, 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 Loan Documents are represented to be in substantially 

final form, and any further changes will not be material to OGC’s analysis. This opinion shall not 

apply if the Loan Documents change in any material way prior to closing or are inconsistent with

assumptions made herein. Further, this opinion is limited to the Loan Documents listed above 

and does not include or extend to any other agreements. 

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.1If 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),2please 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.5If 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 Senior Attorney Austin Badger at (202) 632-

7003. 

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.