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December 9, 2020

Steve Bodmer, General Counsel

Pechanga Indian Reservation

Post Office Box 1477

Temecula, CA 92593

Re: Review of the Loan Documents for the Temecula Band of Luiseno Mission Indians

Dear Mr. Bodmer:

This letter responds to your November 4, 2020 request on behalf of the Temecula Band 

of Luiseno Mission Indians for the Office of the General Counsel, National Indian Gaming 

Commission, to review certain loan documents. The request asks for my opinion as to whether 

the submitted loan documents are management contracts requiring the NIGC Chairman’s 

approval pursuant to the Indian Gaming Regulatory Act. The request also asks 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 submissions (collectively, “the Loan 

Documents”):

• Third Amended and Restated Loan Agreement, marked “4128-9234-5896.8” on each 

page;

• Exhibits A through L-4, marked “4134-5287-7096.2” on each page;

• Schedules 1.1, 4.21, 4.36, 5.3, 5.3A;

• Third Amended and Restated Security Agreement, marked “4164-9066-7304.2” on 

each page; and 

• Amended and Restated Unjust Enrichment and Sovereign Immunity Agreement, 

marked “DMS 18594263v2” on each page.

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

reviewed and analyzed. Some of these opinion letters may be found on the NIGC’s website. 

Applying the same analysis here, it is my opinion that, collectively, the 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 Steve Bodmer

Re: Review of the Loan Documents for the Temecula Band of Luiseno Mission Indians

December 9, 2020

Page 2 of 2

It is my understanding that the 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 Loan Documents change in any material way prior to closing or are inconsistent with 

assumptions made herein. Further, this opinion is limited to the Loan Documents listed above 

and does not include or extend to any other agreements.

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 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 Senior Attorney Austin Badger at (202) 632-

7003. 

Sincerely, 

Michael Hoenig

General Counsel

 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.