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October 25, 2021

VIA EMAIL

Ken Ramirez, Chairman

San Manuel Band of Mission Indians

26569 Community Center Drive

Highland, CA 92346

Re: Review of the 2021 Loan Documents for the San Manuel Band of Mission Indians

Dear Chairman Ramirez:

This letter responds to your September 29, 2021 request, on behalf of the San Manuel 

Entertainment Authority, an instrumentality of the San Manuel Band of Mission Indians, for the National 

Indian Gaming Commission, Office of General Counsel, to review certain loan documents and to provide 

an opinion as to whether or not these loan documents are management contracts requiring the NIGC 

Chairman’s approval pursuant to the Indian Gaming Regulatory Act of 1988. You have also asked for my 

opinion as to whether or not 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 (collectively, “the 2021 Loan 

Documents”): 

1. Credit Agreement Dated as of [__], 2021 among San Manuel Entertainment Authority, as the 

Borrower, The Subsidiaries of the Borrower Party Hereto, as the Guarantors, Bank of America, N.A., 

as Administrative Agent, Swingline Lender and L/C Issuer, and The Lenders Party Hereto, BOFA 

Securities, Inc. and U.S. Bank National Association, as Joint Lead Arrangers, BOFA Securities, Inc., 

as Sole Bookrunner (marked at top right as “[NIGC Draft 9/24/2021]”);

2. Exhibits to Credit Agreement (marked at top right as “[NIGC Draft 9/24/2021]” and at bottom left as 

“SMRH:4832-3375-4356.10”);

3. Tribal Agreement (marked at top right as “[NIGC Draft 9/24/2021]” and at bottom left as 

“SMRH:4842-0198-8855.7”);

4. Security Agreement (marked at top right as “[NIGC Draft 9/24/2021]” and at bottom left as 

“SMRH:4816-4921-6757.6”);

5. Notice of Grant of Security Interest in Copyrights (marked at top right as “[NIGC Draft 9/24/2021]” 

and at bottom left as “SMRH:4838-8037-8362.2”);

6. Notice of Grant of Security Interest in Trademarks (marked at top right as “[NIGC Draft 9/24/2021]” 

and at bottom left as “SMRH:4818-3142-2966.3”); and

7. Blocked Account Control Agreement (Springing Block) (marked at top right as “[NIGC Draft 
Letter to Ken Ramirez, Chairman

Re: Review of the 2021 Loan Documents for the San Manuel Band of Mission Indians

October 25, 2021

Page 2 of 2

9/24/2021]”).

The 2021 Loan Documents contain terms similar to other agreements that OGC has previously 

reviewed and analyzed. Applying the same analysis here, it is my opinion that, collectively, the 2021 

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 2021 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 

2021 Loan Documents change in any material manner prior to closing or are inconsistent with the 

assumptions made herein. Further, this opinion is limited to the aforementioned 2021 Loan Documents 

and 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

the information was voluntarily submitted and, as such, 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. Id. 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 Armando Acosta, Senior Attorney, at (202) 632-7003. 

Sincerely, 

Michael Hoenig

General Counsel

cc: Bianca Levin-Soler, Esq. (via email only: <bianca.levinsoler@sanmanuel-nsn.gov>)

Dan Little (via email only: <daniel.little@sanmanuel-nsn.gov>)

Charbel Lahoud, Esq. (via email only: <clahoud@sheppardmullin.com>)

 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).