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September 11, 2020

VIA EMAIL

Vanya S. Hogen

Hogen Adams, PLLC

1935 W County Road B2, Suite 460

St. Paul, MN 55113

Re: Review of Revised Loan Documents for Saginaw Chippewa 

Indian Tribe of Michigan

Dear Ms. Hogen:

This letter responds to your August 7, 2020 request for the National Indian Gaming 

Commission’s Office of General Counsel to review a Revised Credit Agreement between the 

Saginaw Chippewa Indian Tribe and the U.S. Bank National Association. Specifically, you have 

asked for my opinion whether the Revised Credit Agreement, together with two related financing 

documents (Security Agreement and Guaranty) is a management contract requiring the NIGC 

Chairman’s approval under the Indian Gaming Regulatory Act.1 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 documents, all of which are unexecuted, but 

represented to be in substantially final form:

o Revised Credit Agreement (marked in upper right-hand corner with NIGC Review Draft 

8-7-20):

o Exhibit A-Form of Compliance Certificate;

o Exhibit B-Form of Revolving Note; 

o Exhibit C-Form of Borrowing Notice; 

o Exhibit D-Form of Tax Exempt Note;

o Security Agreement (marked in upper right-hand corner with NIGC Review Draft 1-28-

20); and

o Guaranty (marked in upper right-hand corner with NIGC Review Draft 1-28-20).

 1 25 U.S.C. § 2701, et. seq.
Letter to Vanya S. Hogen

September 11, 2020

Re: Review of Revised Loan Documents for Saginaw Chippewa Indian Tribe of Michigan

Page 2 of 3

I previously reviewed the Security Agreement, the Guaranty and the original Credit 

Agreement when you submitted them to the NIGC earlier this year. By letter to you dated May 

14, 2020, I declined jurisdiction over those agreements. It is my understanding that the parties 

did not then execute those documents.

You recently submitted a Revised Credit Agreement, together with the aforementioned 

Security Agreement and Guaranty, and indicated that these documents will execute later this 

month. The Security Agreement and Guaranty remain unchanged, as does my opinion of them 

from May. The Revised Credit Agreement incorporates changes to the original Credit Agreement 

similar to other agreements the Office of General Counsel has already reviewed and analyzed, 

which are available on the NIGC’s website. Applying the same analysis here, it is my opinion 

that neither the Revised Credit Agreement, nor the Security Agreement and Guaranty, are 

management contracts and do not require the NIGC Chairman’s approval. It is also my opinion 

that they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the drafts are represented to be in substantially final form. If 

they 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 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 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.2 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,3 please be advised that any withholding should be analyzed under the standard set 

forth in Food Marketing Institute v. Argus Leader Media.

4 Any claim of confidentiality should 

also be supported with “a statement or certification by an officer or authorized representative of 

the submitter.”5 Please submit any written objection to FOIASubmitterReply@nigc.gov within 

thirty (30) days of the date of this letter. After this time elapses, I will make the letter public 

and will no longer consider objections.6 For 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 about this letter, please contact Maria Getoff, Senior Attorney, 

at (202) 632-1594 or by email at maria_getoff@nigc.gov.

 2 See 25 C.F.R. § 517.7(c). 3 5 U.S.C. § 552(b)(4). 4 139 S. Ct. 2356 (2019). 5 See 25 C.F.R. § 517.7(d). 6 Id.
Letter to Vanya S. Hogen

September 11, 2020

Re: Review of Revised Loan Documents for Saginaw Chippewa Indian Tribe of Michigan

Page 3 of 3

Sincerely, 

Michael Hoenig

General Counsel