November 30, 2020

Via Email

Scott Wheat

Wheat Law Offices

PO Box 9168

Spokane, WA 99209

Re: Review of loan documents for the Confederated Tribes of the Coos, Lower 

Umpqua & Siuslaw 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 Confederated 

Tribes of the Coos, Lower Umpqua & Siuslaw Indians (Borrower) and the Zions 

Bancorporation, N.A., dba Nevada State Bank (Lender). Specifically, you have asked for my 

opinion whether the documents are management contracts requiring the NIGC Chairman’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 (89 pages; DW Draft 10/29/2020; stamped 4848-6488-4662\7);

• Security Agreement (21 pages; DW Draft 10/29/2020; stamped 4849-1499-1567\2);

• Deposit Account Control Agreement (11 pages; DW Draft 10/29/2020; stamped 4846-

2115-0159\2);

• Main Street Priority Loan Facility Borrower Certifications and Covenants Instructions 

and Guidance (17 pages; issued 6/11/2020);

• Assignment and Assumption for the Main Street Lending Program (6 pages; issued 

7/31/2020; stamped 4821-1163-4894\2); and

• Co-Lender Agreement under the Main Street Lending Program (6 pages; issued 

7/31/2020; stamped 4830-5207-6494\3).
Letter to Mr. Wheat

Re: Review of loan documents for the Confederated Tribes of the Coos, Lower Umpqua & 

Siuslaw Indians

Page 2 of 2

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. Moreover, the 

Office of General Counsel has already reviewed the certifications and covenants of the Main 

Street Lending Program and issued a declination letter to the Federal Reserve Bank, which is 

also available on the NIGC’s website.

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 Staff Attorney Steve Iverson at (202) 

632-7003 or by email at steven_iverson@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.