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

March 23, 2020

Kerry Patterson

Procopio

525 B Street, Suite 2200

San Diego, CA 92101

Re: Review of Loan Documents for the JIV Development Corporation

Dear Ms. Patterson:

This letter responds to your November 6, 2019 and February 21, 2020 requests on behalf 

of the Jamul Indian Village Development 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. Credit Agreement (draft as of 2/20/2020) ("Credit Agreement");

2. Form of Assignment (attached as Exhibit 1.1(a) to the Credit Agreement) (draft as of 

2/20/2020);

3. Form of Notice of Borrowing (attached as Exhibit 1.1(b) to the Credit Agreement) (draft 

as of 2/20/2020);

4. Form of Term Notes (attached as Exhibit 1.1(c) to the Credit Agreement) (draft as of 

2/20/2020);

5. Form of Revolving Notes (attached as Exhibit 1.1(c) to the Credit Agreement) (draft as of 

2/20/2020);

6. Form of Swingline Note (attached as Exhibit 1.1(c) to the Credit Agreement) (draft as of 

2/20/2020);

7. Form of L/C Request (attached as Exhibit 2.1(c) to the Credit Agreement) (draft as of 

2/20/2020);

8. Form of Swingline Request (attached as Exhibit 2.1(d) to the Credit Agreement) (draft as 

of 2/20/2020);
Kerry Patterson

Re: Review of the Loan Documents for the JIV Development Corporation

March 23, 2020

Page 2 of 3

9. Form of Notice of Conversion/Continuation (attached as Exhibit 2.6 to the Credit 

Agreement) (draft as of 2/20/2020);

10. Compliance Certificate (attached as Exhibit 5.2(b) to the Credit Agreement) (draft as of 

2/20/2020);

11. Guaranty and Security Agreement (draft as of 2/14/2020) (the "GSA");

12. Form of Pledge Amendment (attached as Annex 1 to the GSA) (draft as of 2/14/2020);

13. Form of Joinder Agreement (attached as Annex 2 to the GSA) (draft as of 2/14/2020);

14. Form of Intellectual Property Security Agreement (attached as Annex 3 to the GSA) 

(draft as of 2/14/2020);

15. Depository Waterfall Agreement (draft as of 2/20/2020) (the "DWA");

16. Form of Quarterly Transfer Certificate and each of the supplements attached thereto 

(attached as Exhibit C to the DWA) (draft as of 2/20/2020);

17. Deposit Account Control Agreement (non-springing) (draft as of 1/21/2020);

18. Deposit Account Control Agreement (springing) (draft as of 1/21/2020);

19. Master Agreement for Documentary (Commercial) Letters of Credit (draft as of 

1/21/2020);

20. Master Agreement for Standby Letters of Credit (draft as of 1/21/2020);

21. Subordination Agreement (draft as of 2/20/2020);

22. JIV Holding Company Credit Agreement (draft as of 2/20/2020);

23. Form of Assignment (attached as Exhibit 1.1(a) to the JIV Holding Company Credit 

Agreement) (draft as of 2/20/2020);

24. Form of Notice of Borrowing (attached as Exhibit 1.1(b) to the JIV Holding Company 

Credit Agreement) (draft as of 2/20/2020);

25. Form of Term Note (attached as Exhibit 1.1(c) to the JIV Holding Company Credit 

Agreement) (draft as of 2/20/2020);

26. Compliance Certificate (attached as Exhibit 5.2(b) to the JIV Holding Company Credit 

Agreement) (draft as of 2/20/2020);

27. JIV Holding Company Security Agreement (draft as of 2/06/2020);

28. Form of Pledge Amendment (attached as Annex 1 to the JIV Holding Company Security 

Agreement) (draft as of 2/06/2020);

29. Form of Intellectual Property Security Agreement (attached as Annex 2 to JIV Holding 

Company Security Agreement) (draft as of 2/06/2020).

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 
Kerry Patterson

Re: Review of the Loan Documents for the JIV Development Corporation

March 23, 2020

Page 3 of 3

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.

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