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

October 18, 2023

Justin J. Solimon

Barnhouse, Keegan, Solimon & West LLP

7424 4th ST NW

Lost Ranchos de Albuquerque, NM 87107

Re: Review of the Loan Documents for the Twenty-Nine Palms Band of Mission Indians

Dear Mr. Solimon:

This letter responds to your September 15, 2023 request on behalf of the Twenty-Nine 

Palms Band of 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, each marked “OH&S Draft –

9/15/23” (collectively, “the Loan Documents”):

• Second Amended & Restated Credit Agreement;

• Deposit Account Control Agreement (Springing Agreement);

• Amended and Restated Security Agreement; and

• Amended And Restated Environmental Certificate.

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.

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.
Justin J. Solimon

Re: Review of the Loan Documents for the Twenty-Nine Palms Band of Mission Indians

October 18, 2023

Page 2 of 2

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 

foia@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, 

 Rea Cisneros

General Counsel (A)

 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.