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 15, 2021

VIA EMAIL

Townsend Hyatt

1120 NW Couch Street

Suite 200

Portland, OR 97209-4163

Re: Review of Loan Documents for Viejas Band of Kumeyaay Indians

Dear Mr. Hyatt:

This letter responds to your October 14, 2021 request for the National Indian Gaming 

Commission’s Office of General Counsel to review a loan agreement between the Viejas Band of 

Kumeyaay Indians (“Band”) and a syndicate of lenders to refinance existing indebtedness, 

construct a new parking deck, make other capital improvements, and provide for other purposes 

associated with the Band’s gaming enterprise. 

Specifically, you have asked for my opinion whether the loan agreement constitutes a 

management contract. You also asked for my opinion whether the agreement violates IGRA’s 

requirement that the Band have the sole proprietary interest in its gaming activity.

In my review, I considered the following documents:

1. Amended and Restated Credit Agreement (marked bottom left as “4827-1876-1449\15” 

and top right as “NIGC Submission Draft 10/14/21”) (“Loan Agreement”);

2. Exhibits to Credit Agreement (marked bottom left as “4831-8658-8654\2” and top right 

as “NIGC Submission Draft 10/14/21”).

(Collectively, the “Loan Documents”). The documents were unexecuted but represented to be in 

substantially final form.

The Loan Documents contain terms similar to other agreements the Office of General 

Counsel has already reviewed and analyzed, which are available on the NIGC’s website. 

Applying the same analysis here, it is my opinion that the Loan Documents do not constitute a 

management contract and does not require the approval of the NIGC Chair. It is also my opinion 

that the Loan Documents do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the draft is represented to be in substantially final form, and if 

the Loan Documents change in any material way prior to execution or are inconsistent with 
Letter to Townsend Hyatt

Re: Review of Loan Documents for Viejas Band of Kumeyaay Indians

December 15, 2021

Page 2 of 2

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

documents listed above. This opinion does not include or extend to any other agreements not 

submitted 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 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 have any questions, please contact Joshua Proper at (202) 632-0294 or 

joshua_proper@nigc.gov. 

Sincerely, 

 Michael Hoenig

General Counsel

Cc: Tuari Bigknife, Attorney General Viejas Band of Kumeyaay Indians

 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.