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May 20, 2020

Townsend Hyatt

Orrick, Herrington & Sutcliffe LLP

1120 NW Couch Street

Suite 200

Portland, OR 97209-4163

Re: Review of Loan Documents for the Twenty-Nine Palms Enterprises Corporation

Dear Mr. Hyatt:

This letter responds to your May 1, 2020 request on behalf of the Twenty-Nine Palms 

Enterprises Corporation for the Office of General Counsel, National Indian Gaming 

Commission, to review Loan Documents. Specifically, you have asked for my opinion whether 

the Loan Documents constitute a management contract or collateral agreement to a management 

contract requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act, and

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

gaming operation. 

In my review, I considered the following submission (collectively referred to as “the 

Loan Documents”):

1. Second Modification to Loan Documents (marked at top right as “OHS Draft: 

5/1/2020”),

2. Credit Agreement (marked at top right as “Reflecting First & Second Modifications”).

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

Counsel has reviewed and analyzed, opinion letters for which are available on the NIGC website. 

Applying the same analysis here, it is my opinion that the Loan Documents are not management 

contracts or collateral agreements to a management contract, and do not require the approval of 

the 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 Loan Documents are represented to be in substantially 

final form with respect to terms affecting this opinion. If they change in any material way prior 

to closing, this opinion shall not apply. Further, this opinion is limited to the Loan Documents

listed above and does not include or extend to any other agreements or documents not submitted 

for review.
Townsend Hyatt

Re: Review of the Loan Documents for the Twenty-Nine Palms Enterprises Corporation

May 20, 2020

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. See 25 C.F.R. § 517.7(c). 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), 5 U.S.C. § 552(b)(4), please be advised that any 

withholding should be analyzed under the standard set forth in Food Marketing Institute v. Argus 

Leader Media, 139 S. Ct. 2356 (2019). Any claim of confidentiality should also be supported 

with “a statement or certification by an officer or authorized representative of the submitter.” See 

25 C.F.R. § 517.7(d). 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. Id.

If you have any questions, please contact Senior Attorney Austin Badger at (202) 632-

7003. 

Sincerely, 

Michael Hoenig

General Counsel