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April 28, 2020

VIA EMAIL 

Gene Whitehouse, Tribal Chairperson

United Auburn Indian Community of the Auburn Rancheria

P.O. Box 699

Plymouth, California 95669

Re: Review of United Auburn Indian Community Loan Documents

Dear Chairperson Whitehouse:

This letter responds to the February 28, 2020, request on behalf of the United Auburn 

Indian Community of the Auburn Rancheria (Rancheria) for the National Indian Gaming 

Commission’s Office of General Counsel to review the loan documents between the Rancheria 

and Wells Fargo Bank, N.A, Wells Fargo Securities, LLC, and U.S. Bank, NA. Specifically, you 

have asked for my opinion on whether the Loan Documents are management contracts requiring

the NIGC Chair’s approval under the Indian Gaming Regulatory Act. You also asked for an 

opinion 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 documents submitted on behalf of the 

Rancheria, which were unexecuted, but were represented to be in substantially final form 

(Collectively “Loan Documents”):

• Third Amended and Restated Loan Agreement, marked as 4129-4067-4081.7

• Exhibits to the Third Amended and Restated Loan Agreement, marked as 4159-4958-

5185.2

• Schedule 5.3, Insurance Schedule, marked as OHSUSA:765767726.2.

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. Moreover, the Loan Documents do not affect the Office of General 
Chairperson Gene Whitehouse

Re: Review of United Auburn Indian Community Loan Documents

April 28, 2020

Page 2 of 2

Counsel’s opinions as set forth in the 2013 and 2016 letters related to the Collateral Documents. 

Accordingly, the Office of General Counsel’s opinions expressed in the September 23, 2013 and 

December 1, 2016 letters stand as to the Collateral Documents. 

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. See 25 C.F.R. § 517.7(c). 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), 5 U.S.C. § 552(b)(4), please be advised that any 

withholding should be analyzed under the standard set forth in Food Marketing Institute v. Argus 

Leader Media, 139 S. Ct. 2356 (2019). Any claim of confidentiality should also be supported 

with “a statement or certification by an officer or authorized representative of the submitter.” See

25 C.F.R. § 517.7(d). 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. Id.

If you have any questions, please contact NIGC Staff Attorney Heather McMillan Nakai 

at (202) 527-5577. 

Sincerely,

Michael Hoenig

General Counsel

cc: Christine Swanick