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June 22, 2022

VIA EMAIL

Michael K. Pignato, Esq.

Dorsey & Whitney LLP

50 South Sixth Street, Suite 1500

Minneapolis, MN 55402-1498

Re: Review of the 2022 First Amendment Documents for Pala Band of Mission Indians

Dear Mr. Pignato:

This letter responds to your May 25, 2022 request, on behalf of the Pala Band of Mission 

Indians, for the National Indian Gaming Commission, Office of General Counsel, to review 

certain transaction documents and to provide an opinion as to whether these transaction

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

transaction 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 First Amendment

Documents”): 

• First Amendment to Credit Agreement (marked at top right as “NIGC Submission Draft (05-

25-2022),” and at bottom left as “US.137891266.03”); and

• (Redlined) Credit Agreement Dated as of April 22, 2021, among Pala Band of Mission 

Indians, as the Borrower, U.S. Bank National Association, as Administrative Agent, Swing 

Line Lender and L/C Issuer, Comerica Bank and Wells Fargo Bank, National Association, as 

Syndication Agents, The Other Lenders Party Hereto and U.S. Bank National Association, 

Comerica Bank and Wells Fargo Bank, National Association, as Joint Lead Arrangers and 

Joint Book Managers, As amended by a First Amendment to Credit Agreement dated as of 

[_], 2022 (marked at top right as “Annex A to First Amendment to Credit Agreement, NIGC 

Submission Draft (05-25-2022),” and at bottom left as “US.137902433.07”).

The 2022 First Amendment 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 First Amendment 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 Michael K. Pignato, Esq.

Re: Review of the 2022 First Amendment Documents for Pala Band of Mission Indians

June 22, 2022

Page 2 of 2

It is my understanding that the 2022 First Amendment 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 First Amendment 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 First Amendment Documents and does not include or extend 

to any other agreements not submitted for review. That said, the prior opinion expressed in the 

OGC declination letter issued to the Tribe on April 8, 2021, concerning those financing 

agreements, remains 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: Jennifer D. Miernicki, Esq., of Faegre Drinker Biddle & Reath LLP (via email)

 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.