NATIONAL HEADQUARTERS 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066 WWW.NIGC.GOV

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March 30, 2022

VIA EMAIL

Jerome L. Levine, Esq.

Mayer Brown LLP

350 South Grand Avenue, 25th Floor

Los Angeles, CA 90071

Re: Review of Muckleshoot Indian Tribe’s Financing Documents

Dear Mr. Levine:

This letter responds to your request of March 3, 2022, for the National Indian Gaming 

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

Muckleshoot Indian Tribe (Tribe) and U.S. Bank National Association, as Administrative Agent. 

Specifically, you have asked for my opinion whether the documents constitute 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 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 (the Loan Documents) which are 

unexecuted, but represented to be in substantially final form: 

• Credit Agreement, marked at the top right corner as “NIGC Submission Version 

3/3/2022”; 

o Schedule 1 – Commitments;

o Exhibit A – Form of Assignment and Assumption;

 Annex 1 – Terms and Conditions for Assigned and Assumption;

o Exhibit B – [Reserved];

o Exhibit C – Form of Compliance Certification;

 Schedule I to Compliance Certificate [blank];

 Schedule II to Compliance Certificate [blank];

o Exhibit D – Form of Notice of Obligations;

o Exhibit E-1 – Form of Borrowing Notice;

o Exhibit E-2 – Form of Conversion Notice;

o Exhibit E-3 – Form of Prepayment Notice;

o Exhibit F – [Reserved];

o Exhibit G-1 – Form of Revolving Note;

o Exhibit G-2 - Form of Term Note;

o Exhibit H-1 – Form of U.S. Tax Compliance Certificate (For Foreign 
Letter to Jerome L. Levine, Esq.

Re: Review of Muckleshoot Indian Tribe’s Financing Documents

March 30, 2022

Page 2 of 3

Lenders That Are Not Partnerships For U.S. Federal Income Tax 

Purposes);

o Exhibit H-2 – Form of U.S. Tax Compliance Certificate (For Foreign 

Participants That Are Not Partnerships For U.S. Federal Income Tax 

Purposes);

o Exhibit H-3 – Form of U.S. Tax Compliance Certification (For Foreign 

Participants That Are Partnerships For U.S. Federal Income Tax 

Purposes);

o Exhibit H-4 – Form of U.S. Tax Compliance Certificate (For Foreign 

Lenders That Are Partnerships For U.S. Federal Income Tax Purposes);

• Security Agreement, marked at the top right corner as “NIGC Submission Version 

3/3/2022”;

o Exhibit A – Grantor Information; Location of Collateral;

o Exhibit B – Intellectual Property;

o Exhibit B – List of Pledged Collateral; and

o Exhibit D – Commercial Tort Claims.

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

Counsel has 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 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.

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), 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 

 1 25 C.F.R. § 517.7(c).

2 139 S. Ct. 2356 (2019).

3 25 C.F.R. § 517.7(d).

4 Id.
Letter to Jerome L. Levine, Esq.

Re: Review of Muckleshoot Indian Tribe’s Financing Documents

March 30, 2022

Page 3 of 3

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