NATIONAL HEADQUARTERS 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066 WWW.NIGC.GOV

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

December 9, 2020

VIA E-MAIL

Jordan D. Joaquin, President

Quechan Tribe of the Fort Yuma Indian Reservation, California and Arizona

350 Picacho Road

Yuma, AZ 85365

Re: Review of Transaction Documents between Fort Yuma Quechan Indian Tribe

and Bank of America

President Joaquin:

This letter is a response to the Transaction Documents submitted by the Fort Yuma 

Quechan Indian Tribe (Tribe) and Bank of American (Lender) to the National Indian Gaming 

Commission’s (NIGC) Office of General Counsel for review (collectively, the “Transaction

Documents”).

Specifically, you have asked for my opinion whether the Transaction Documents 

constitute a management contract requiring the NIGC Chairman’s approval under the Indian 

Gaming Regulatory Act (IGRA). Also included in this letter is my opinion whether the 

Transaction Documents violate IGRA’s requirement that the Tribe maintain the sole proprietary 

interest in its gaming activities.

In my review, I considered the following Transaction Documents, which are unexecuted 

but were represented to be in substantially final form:

1. Term Note (NIGC Submission 11-11-2020) Doc No. US. 113689576.02;

2. Amended and Restated Security Agreement (NIGC Submission 11-11-2020) Doc No. 

US.113689576.02;

3. Main Street Term Loan Credit Agreement and included Principal Terms Agreement 

and Borrower’s Certifications and Covenants (NIGC Submission 11-30-2020) Doc 

No. US.129868007.08;

4. Amended and Restated Intercreditor and Collateral Agency Agreement (NIGC 

Submission 11-30-2020) Doc No. US.130033342.03;

5. Second Amendment to Credit Agreement (NIGC Submission 11-30-2020) Doc No. 

128757501.03;

6. As Amended Credit Agreement (Annex A to Second Amendment) (NIGC 

Submission 11-30-2020) Doc No. 129778896.04;
Letter to Jordan D. Joaquin, President

Re: Review of Transaction Documents between Fort Yuma Quechan Indian Tribe and Bank of 

America

December 9, 2020

Page 2 of 3

7. Third Amendment to Credit Agreement (NIGC Submission 11-30-2020) Doc No. 

Us.130112530.03;

8. As Amended Credit Agreement (Annex A to Third Amendment) (NIGC Submission 

11-30-2020) Doc No. 130136825.04;

9. Annex B to Credit Agreement (NIGC Submission 11-11-2020) Doc 

No.130071074.02; and

10. Annex C to Credit Agreement (NIGC Submission 11-11-2020) Doc No. 

US.130068971.02.

The Transaction Documents contain terms similar to other agreements the Office of 

General Counsel has previously reviewed and analyzed, which are available on the NIGC’s 

website. Applying the same analysis here, it is my opinion the Transaction 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. Moreover, the 

Office of General Counsel has already reviewed the certifications and covenants of the Main 

Street Lending Program and issued a declination letter to the Federal Reserve Bank, which is 

also available on the NIGC’s website.

It is my understanding that the Transaction Documents are in substantially final form, and 

if the Transaction Documents are amended in any material way and/or inconsistent with 

assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the 

Transaction Documents mentioned supra. This opinion does not include or extend to any other 

agreements not submitted or before me 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 such disclosure, please provide a written statement 

explaining the grounds for the objection, highlighting the information 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, that any 

withholding should be analyzed in accordance with 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, this letter will be made public and objections will no 

longer be considered.5 If you need any additional guidance regarding potential grounds for 

 1 25 C.F.R. § 517.7(c).

2 5 U.S.C. § 552(b)(4).

3 139 S.Ct. 2356 (2019).

4 25 C.F.R. § 517.7(d). 5 Id.
Letter to Jordan D. Joaquin, President

Re: Review of Transaction Documents between Fort Yuma Quechan Indian Tribe and Bank of 

America

December 9, 2020

Page 3 of 3

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 Staff Attorney James A. Lewis at (202) 632-

7013 or by email at James_Lewis@nigc.gov. 

Sincerely, 

Michael Hoenig,

General Counsel

cc: Robert A. Rosette, Esq. via e-mail at: rosette@rosettelaw.com;

Nicole St. Germain, Esq. via e-mail at: nstgermain@rosettelaw.com