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January 25, 2022

VIA EMAIL

Rodney A. Butler, Chairman

Mashantucket (Western) Pequot Tribe

2 Matt’s Path

P.O. Box 3060

Mashantucket, CT 06338-3060

Re: Review of the 2022 Loan Documents for the Mashantucket (Western) Pequot Tribe

Dear Chairman Butler:

This letter responds to your December 21, 2021 request, on behalf of the Mashantucket 

(Western) Pequot Tribe, for the National Indian Gaming Commission, Office of General 

Counsel, to review certain financial loan documents and to provide an opinion as to whether 

these loan documents are management contracts requiring the NIGC Chairman’s approval 

pursuant to the Indian Gaming Regulatory Act of 1988. You have also asked for my opinion as 

to whether the loan documents violate IGRA’s requirement that a tribe have the sole proprietary 

interest in its gaming operation. 

In my review, I considered the following submission (“the 2022 Loan Documents”): 

• Ninth Amendment to Loan Agreement (marked at top right as “Submission Version,” and at 

bottom left as “#95238541v8”); and

• Loan Agreement Dated as of July 1, 2013, among Mashantucket (Western) Pequot Tribe, as 

the Borrower, The Related Subsidiaries From Time To Time Party Hereto, Ankura Trust 

Company, LLC, as Administrative Agent and The Other Lenders Party Hereto, Merrill 

Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as Joint Lead 

Arrangers and Joint Book Managers (marked at top right as “Conformed through the First 

Amendment, dated as of March 20, 2014 ... and the Ninth Amendment, dated as of [_], 

2022,” and at bottom left as “#95302271v3”).

The 2022 Loan Documents contain terms similar to other agreements that OGC has 

previously reviewed and analyzed. Applying the same analysis here, it is my opinion that the 

2022 Loan Documents are not management contracts 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.
Letter to Rodney A. Butler, Chairman

Re: Review of the 2022 Loan Documents for the Mashantucket (Western) Pequot Tribe

January 25, 2022

Page 2 of 2

It is my understanding that the 2022 Loan Documents are represented to be in 

substantially final form, and any further changes will not be material to OGC’s analysis. This 

opinion shall not apply if the 2022 Loan Documents change in any material manner prior to 

closing or are inconsistent with the assumptions made herein. Further, this opinion is limited to 

the aforementioned 2022 Loan Documents and does not include or extend to any other 

agreements not submitted for review. That said, the prior opinions expressed in the OGC 

declination letters issued to the Tribe on April 16, 2013, and on February 12, 2021, concerning 

those financing agreements, remain in effect. 

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),2 please be advised that the information was voluntarily submitted and, 

as such, any withholding should be analyzed under the standard set forth in Food Marketing 

Institute v. Argus Leader Media.

3 Any claim of confidentiality should also be supported with “a 

statement or certification by an officer or authorized representative of the submitter.”4 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.5 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 Armando Acosta, Senior Attorney, at (202) 

632-7003.

Sincerely, 

 Michael Hoenig

General Counsel

cc: Jody Cummings, Esq.

 1 See 25 C.F.R. § 517.7(c). 2 5 U.S.C. § 552(b)(4). 3 139 S. Ct. 2356 (2019).

4 See 25 C.F.R. § 517.7(d). 5 Id.