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October 26, 2020

Via Email

Peter Yucupicio, Chairman 

Pascua Yaqui Tribe

7474 S. Camino De Oeste 

Tucson, AZ 85757

Re: Review of Financing Documents on behalf of the Pascua Yaqui Tribe

Dear Chairman Yucupicio:

This letter responds to the request on behalf of the Pascua Yaqui Tribe for the 

National Indian Gaming Commission's Office of General Counsel to review the Seventh 

Amendment to the Credit Agreement as well as the Conforming Credit Agreement which 

incorporates all previous amendments. Specifically, you asked for an opinion whether these 

agreements are management contracts requiring the NIGC Chairman’s approval under the 

Indian Gaming Regulatory Act. You also asked for an opinion whether the agreements 

violate IGRA’s requirement that a tribe have the sole proprietary interest in its gaming 

operation.

In my review, I considered the following documents (Financing Documents), all of 

which are unexecuted, but were represented to be in substantially final form:

• Seventh Amendment to Credit Agreement, marked in upper right-hand corner with SMRH 

DRAFT 8/17/2020;

• Credit Agreement Dated August 27, 2015, Conformed Through First Amendment, Second 

Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, 

and 8/17/2020 Draft Seventh Amendment, marked in upper right-hand corner with Deal 

CUSIP: 70258NAD3;

• Exhibit D-Form of Compliance Certificate, unmarked; and

• Exhibit H-Form of Distribution Certificate, unmarked.

The Financing Documents contains terms similar to other agreements the Office of 

General Counsel has reviewed and analyzed; please refer to the agency's website. Applying 

the same analysis here, it is my opinion that collectively the Financing Documents are not 

management contracts and do not require the approval of the Chairman. It is also my 
Peter Yucupicio, Chairman 

Re: Review of Financing Documents on behalf of the Pascua Yaqui Tribe

Date: October 26, 2020

Page 2 of 2

opinion they do not violate IGRA's sole proprietary interest requirement. It is my 

understanding the Financing Documents are represented to be in substantially final form 

with respect to terms affecting this opinion, and if such terms change in any material way 

prior to closing or are inconsistent with the assumptions made herein, this opinion shall not 

apply. Further, this opinion is limited to the Financing Documents listed above. This opinion 

does 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 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,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, I will make the letter public 

and will no longer consider objections.5 For 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 NIGC Senior Attorney 

Maria Getoff, via email at maria_getoff@nigc.gov.

Sincerely,

Michael Hoenig 

GeneralCounsel

cc: Peter Larson, Outside Counsel to Pascua Yaqui Tribe (via email)

 Amanda Lomayesva, General Counsel, Casino DelSol Resort (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.