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June 29, 2022

VIA EMAIL

Kerry Patterson, Esq.

Procopio

525 B Street Suite 2200

San Diego, CA 92101

kerry.patterson@procopio.com

Re: Review of Financing Agreements for the Cahuilla Creek Restaurant & Casino 

Corporation

Dear Ms. Patterson:

This letter responds to your request of May 27, 2022, for the National Indian Gaming 

Commission’s Office of General Counsel to review a financing agreement between the Cahuilla 

Creek Restaurant & Casino Corporation (CCRC), a wholly owned subsidiary and instrumentality 

of the Cahuilla Band of Indians (Tribe), and Umpqua Bank. Specifically, you have asked for my 

opinion whether the agreement constitutes a management contract requiring the NIGC

Chairman’s approval under the Indian Gaming Regulatory Act (IGRA). You have also asked for 

my opinion whether the agreement violates IGRA’s requirement that the Tribe have the sole 

proprietary interest in its gaming activity. 

In my review, I considered the following submissions (Loan Documents) which are

unexecuted, but represented to be in substantially final form:

1. Credit Agreement (draft as of 05/26/2022) (the “CCRC Credit Agreement”)

a. Form of Revolving Credit Note (attached as Exhibit A-1 to the CCRC Credit 

Agreement) (draft as of 05/26/2022)

b. Form of Term Note (attached as Exhibit A-2 to the CCRC Credit Agreement) 

(draft as of 05/26/2022)

2. Security Agreement (draft as of 05/26/2022)

3. Tribal Agreement (draft as of 05/26/2022)

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 are not a 

management contract 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.
Letter to Kerry Patterson, Esq.

Re: Review of Financing Agreements For the Cahuilla Creek Restaurant & Casino Corporation

June 29, 2022

Page 2 of 2

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 closing or is inconsistent with 

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

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 

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 NIGC Staff Attorney Logan Cooper at (503) 

318-7524 or by email at Logan.Cooper@nigc.gov.

Sincerely,

Michael Hoenig

General Counsel

 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.