July 24, 2023

VIA E-MAIL

Eric Van Orden, Esq.

Coeur d’Alene Tribe

P.O. Box 408

Plummer, ID 83851

Re: Review of Financing Agreements for the Coeur d’Alene Tribe and Umpqua Bank

Dear Mr. Van Orden:

This letter responds to your June 1, 2023, request on behalf of your client, the Coeur 

d’Alene Tribe (“Tribe”), for the National Indian Gaming Commission (“NIGC”) Office of 

General Counsel to review certain loan documents between the Tribe and Umpqua Bank.

1

Specifically, the Tribe seeks a legal advisory opinion addressing whether these documents

constitute a management contract, requiring the NIGC Chairman’s approval under the Indian 

Gaming Regulatory Act (“IGRA”), and whether the agreement violates IGRA’s mandate that a 

tribe have the sole proprietary interest in its gaming activity.

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

unexecuted, but represented to be in substantially final form:

1. Credit Agreement (NIGC Revised Draft 4867-5709-9097\10 as of 07/12/2023), 

including Schedule 5.14 (Properties), Schedule 5.36 (Deposit Accounts), Schedule 

6.6 (Insurance), Schedule 6.11 (Indebtedness), Schedule 6.14 (Investments), Schedule 

6.15 (Liens), Exhibit A (Form of Compliance Certificate), Exhibit B (Form of 

Revolving Note), and Exhibit C (Form of Borrowing Notice);

2. Deposit Account Control Agreement (NIGC Draft 4877-2761-1750\3 as of 

06/01/2023);

3. Revolving Note (NIGC Draft 4870-0690-4167\2 as of 06/01/2023); and

4. Security Agreement (NIGC Draft 4882-6097-3150\3 as of 06/01/2023).

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

Counsel has reviewed, analyzed, and issued opinions for, which are available on the NIGC 

 1 On July 12, 2023, Michael Pignato, legal counsel for Umpqua Bank, transmitted an amended Credit Agreement to 

NIGC. 
Letter to Eric Van Orden

Re: Review of Financing Agreements for the Coeur d’Alene Tribe and Umpqua Bank

July 24, 2023

Page 2 of 2

website. Applying the same analysis here, it is my opinion that the Loan Documents do not 

constitute a management contract and do not require the Chairman’s approval. Nor, in my 

opinion, do the Loan Documents violate IGRA’s sole proprietary interest mandate.

It is my understanding that the Loan Documents are represented to be in substantially 

final form with respect to terms affecting this opinion. 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 identified above and do not 

include or extend to any other agreements or documents not submitted for review.

Please note that it is my intent to release this letter to the public through the NIGC’s 

website. If your client has any objection to this disclosure, please provide a written statement 

explaining the grounds for the objection and highlighting the information that your client 

believes should be withheld.2 If your client objects on the grounds that the information qualifies 

as confidential commercial information subject to withholding under Exemption Four of the 

Freedom of Information Act3 (“FOIA”), please be advised that any withholding should be 

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

4 Please 

support any claim of confidentiality 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 

this letter public and will no longer consider objections.6 If your client needs 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-guidefreedom-information-act-0.

If you have any questions or require anything further, please contact NIGC Staff 

Attorney, Adam L. Candler, at 202-580-5718 or by e-mail at adam.candler@nigc.gov.

Sincerely,

Rea Cisneros

General Counsel (Acting)

cc: Jacob Lund, Associate, Dorsey & Whitney LLP

Mark Makley, Chief Financial Officer, Coeur d’Alene Tribe

Kris Nixon, Chief Financial Officer, Coeur d’Alene Tribe

Michael Pignato, Partner, Dorsey & Whitney LLP

 2 See 25 C.F.R. § 517.7(c). 3 5 U.S.C. § 552(b)(4). 4 See Food Marketing Institute v. Argus Leader Media, 139 S.Ct. 2356 (2019) 5 25 C.F.R. at § 517.7(d). 6 See id.