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June 21, 2021

VIA EMAIL

Jerome Levine

Mayer Brown LLP

350 S. Grand Avenue, 25th Floor

Los Angeles, CA 90071

Re: Review of Muckleshoot and U.S. Bank, N.A. Loan Documents

Dear Mr. Levine:

This letter responds to your April 16, 2021 request on behalf of the Muckleshoot Indian 

Tribe for the National Indian Gaming Commission’s Office of General Counsel to review a 

Credit Agreement and a Security Agreement (together, “Loan Documents”) between the Tribe 

and US Bank, N.A. 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 Chairman’s approval under the Indian Gaming Regulatory Act, and whether it 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 between Muckleshoot Indian Tribe and U.S. Bank National 

Association, in draft and unmarked; and

• Security Agreement between Muckleshoot Indian Tribe and U.S. Bank National 

Association, in draft and unmarked.

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

Counsel has reviewed and analyzed, opinions 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 Chairman’s 

approval. 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
Letter to Jerome Levine

Re: Review of Muckleshoot and U.S. Bank, N.A. Loan Documents

June 21, 2021

Page 2 of 2

listed above and does not include or extend to any other agreements or documents not submitted 

for review.

Please note that I intend to release this letter 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 4 of the Freedom of Information Act,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 30 

calendar 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 http://www.justice.gov/oip/doj-guide-freedom-informationact-0.

If you have any questions, please contact NIGC Senior Attorney Maria Getoff at 

(703) 338-7748. 

Sincerely, 

Michael Hoenig

General Counsel

 1 25 C.F.R. § 517.7(c). 2 5 U.S.C. § 552(b)(4).

3 139 S. Ct. 2356 (2019).

4 25 C.F.R. § 517.7(d).

5 Id.