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October 27, 2020

Via E-mail

Andrew Alejandre, Chairman 

Paskenta Band of Nomlaki Indians

P.O. Box 709

Corning, California, 96021

Re: Review of Amendments to the Paskenta Loan Documents

Dear Chairman Alejandre:

This letter responds to the September 02, 2020, request on behalf of the Paskenta Band of 

Nomlaki Indians (Band) for the National Indian Gaming Commission’s Office of General 

Counsel to review the loan documents between the Paskenta Band of Nomlaki and Wells Fargo, 

National Association. Specifically, you have asked for my opinion on whether the Loan 

Documents are a management contract requiring the NIGC Chair’s approval under the Indian 

Gaming Regulatory Act. You also asked for an opinion whether the agreement violates IGRA’s 

requirement that a tribe have the sole proprietary interest in its gaming operation. 

In my review, I considered the following documents submitted on behalf of the Band, 

which were unexecuted, but were represented to be in substantially final form (Collectively 

“Loan Documents”):

• Loan Agreement, marked as: US.124489386.22, Faegre Drinker Draft 09/02/2020; 

• Security Agreement, marked as US.124581069.07, NIGC Draft 09/02/2020;

• Securities Account Control Agreement, marked as NIGC Draft (9/02/2020); and 

• Exhibits to the Loan Agreements, marked as US.124584237.06, NIGC Draft 09/02/2020

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 website. 

Applying the same analysis here, it is my opinion that the Loan Documents are not management 

contracts or collateral agreements to a management contract, and do not require the approval of 

the Chair. It is also my opinion that the Loan Documents 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 
Andrew Alejandre, Chairman 

Re: Review of Amendments to the Paskenta Loan Documents

Date: October 27, 2020

Page 2 of 2

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. See 25 C.F.R. § 517.7(c). 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), 5 U.S.C. § 552(b)(4), please be advised that any 

withholding should be analyzed under the standard set forth in Food Marketing Institute v. Argus 

Leader Media.

1 Any claim of confidentiality should also be supported with “a statement or 

certification by an officer or authorized representative of the submitter.” See 25 C.F.R. § 

517.7(d). 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. Id.

If you have any questions, please contact NIGC Staff Attorney Heather McMillan Nakai 

at (202) 527-5577. 

Sincerely,

Michael Hoenig

General Counsel

cc: Aaron Pratt (via email)

 1 139 S. Ct. 2356 (2019).