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April 7, 2022

VIA EMAIL

James E. Cohen, Esq.

Maier Pfeffer Kim Geary & Cohen, LLP

1970 Broadway, Suite 825

Oakland, CA 94612

Re: Review of the 2022 Amended Credit Agreement

for the Federated Indians of Graton Rancheria

Dear Mr. Cohen:

This letter responds to your April 6, 2022 request, on behalf of the Graton Economic 

Development Authority, an unincorporated governmental entity of the Federated Indians of 

Graton Rancheria, for the National Indian Gaming Commission, Office of General Counsel, to 

review a certain transaction document and to provide an opinion as to whether this transaction 

document is a management contract requiring the NIGC Chairman’s approval pursuant to the 

Indian Gaming Regulatory Act of 1988. You have also asked for my opinion as to whether the 

transaction document violates IGRA’s requirement that a tribe have the sole proprietary interest 

in its gaming operation. 

In my review, I considered the following submission: 

• Credit Agreement among Graton Economic Development Authority, as Borrower, Federated 

Indians of Graton Rancheria, as the Tribe, and The Lenders Party Hereto, as Lenders, and 

Bank of America, N.A., as Administrative Agent and Collateral Agent, dated as of April [_], 

2022, Bank of America, N.A., as Lead Arranger and Bookrunner (marked at top right as 

“L&W DRAFT 4-4-2022,” and at bottom left as “US-DOCS\128904835.15”) (the “2022 

Amended Credit Agreement”); and

• Redlined version of the 2022 Amended Credit Agreement.

The 2022 Amended Credit Agreement contains terms similar to other agreements that 

OGC has previously reviewed and analyzed. Applying the same analysis here, it is my opinion 

that the 2022 Amended Credit Agreement is 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.
Letter to James E. Cohen, Esq.

Re: Review of the 2022 Amended Credit Agreement for the Federated Indians of Graton 

Rancheria

April 7, 2022

Page 2 of 2

It is my understanding that the 2022 Amended Credit Agreement is 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 2022 Amended Credit Agreement changes in any material manner 

prior to closing or is inconsistent with the assumptions made herein. Further, this opinion is 

limited to the aforementioned 2022 Amended Credit Agreement and does not include or extend 

to any other agreements not submitted for review. That said, the prior opinion expressed in the 

OGC declination letter issued to the Tribe on March 25, 2022, concerning those financing 

agreements, remains in effect.

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 the information was voluntarily submitted and, 

as such, 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 Armando Acosta, Senior Attorney, 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.