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December 23, 2021

VIA EMAIL

Scott Wheat, General Counsel

Confederated Tribes of Coos, Lower Umpqua 

 and Siuslaw Indians

23215 W. Long Lake Road

Ford, WA 99013

Re: Review of Confederated Tribes of Coos, Lower Umpqua and Siuslaw Indians

Financing Agreement

Dear Mr. Wheat:

This letter responds to your request of November 16, 2021, for the National Indian 

Gaming Commission’s Office of General Counsel to review a credit agreement between the 

Confederated Tribes of Coos, Lower Umpqua and Siuslaw Indians (Tribe) and Zions 

Bancorporation, N. A. Specifically, you have asked for my opinion whether the document is a 

management contract requiring the NIGC Chairman’s approval under the Indian Gaming 

Regulatory Act (IGRA). You have also asked for my opinion whether the loan document violates 

IGRA’s requirement that the Tribe have the sole proprietary interest in its gaming activity. 

In my review, I considered the following submissions (the Loan Documents) which are 

unexecuted, but represented to be in substantially final form: 

• Credit Agreement, marked at the top right corner as “DW Draft 11/12/2021” and 

at the bottom left corner as “4838-7601-4590\8”;

• Security Agreement, marked at the top right corner as “DW Draft 

11/11/2021” and at the bottom left corner as “4856-6286-1059\2”;

• Term Note, marked at the bottom left corner as “4877-5118-1827\2”; and

• Revolving Note, marked at the bottom left corner as “4855-1954-9955\2”.

The Loan Documents contain terms 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 the Loan Documents are not a 

management contract and does not require the approval of the NIGC Chairman. It is also my 

opinion that it does not violate IGRA’s sole proprietary interest requirement.
Scott Wheat, General Counsel

Re: Review of Confederated Tribes of Coos, Lower Umpqua and 

 Siuslaw Indians Financing Agreement

December 23, 2021

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 is 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), please be advised that any withholding should be analyzed under the 

standard set forth in Food Marketing Institute v. Argus Leader Media.

2 Any claim of 

confidentiality should also be supported with “a statement or certification by an officer or 

authorized representative of the submitter.”3 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.4 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 Senior Attorney Esther Dittler at (202) 

853-7511 or by email at Esther.Dittler@nigc.gov. 

Sincerely, 

Michael Hoenig

General Counsel

 1 25 C.F.R. § 517.7(c).

2 139 S. Ct. 2356 (2019).

3 25 C.F.R. § 517.7(d).

4 Id.