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October 15, 2020

VIA EMAIL

Jesse Viau

Attorney for the Hannahville Indian Community

N14911 Hannahville B1 Road

Wilson, Michigan 49896-9728

Re: Review of Loan Documents for the Hannahville Indian Community and PNC Bank NA

Dear Mr. Viau:

This letter responds to your September 4, 2020 request for the National Indian Gaming 

Commission’s Office of General Counsel to review a collection of financing documents between 

the Hannahville Indian Community and PNC Bank NA. Specifically, you have asked for my 

opinion whether the documents are a management contract requiring the NIGC Chairmans’s 

approval under the Indian Gaming Regulatory Act. You also asked for my opinion whether the 

documents violate IGRA’s requirement that the Tribe have the sole proprietary interest in its 

gaming activity. 

As part of this review, I analyzed the following documents, each marked “DW Draft 

8/26/20” and unexecuted (collectively, the Loan Documents):

1. Loan Agreement between Hannahville Indian Community and PNC Bank, National 

Association, Document number 4832-9459-9615\9;

2. Notification and Control Agreement, Document number 4850-0403-6801\3;

3. Pledge Agreement, Document number 4828-8041-9776\3;

4. Security Agreement, Document number 4828-2569-2608\3; and

5. Term Note, Document number 4812-6448-8385\3.

The Loan Documents you have submitted contain terms similar to other agreements the 

Office of General Counsel has already reviewed and analyzed. Copies of declination letters can 

be found on the NIGC’s website. Applying the same analysis here, it is my opinion that the Loan 

Documents are not a management contract 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.
Letter to Jesse Viau

Re: Review of Loan Documents for the Hannahville Indian Community and PNC Bank NA

October 15, 2020

Page 2 of 2 

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. 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 have any questions, please contact NIGC Senior Attorney Jennifer Lawson 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, 2366 (2019). 4 See 25 C.F.R. § 517.7(d). 5 Id.