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March 1, 2022

VIA EMAIL

Devon L. Lomayesva, Esq.

Tribal Attorney 

Soboba Band of Luiseño Indians

P.O. Box 487

San Jacinto, CA 92581

Re: Review of the 2022 Loan Documents for the Soboba Band of Luiseño Indians

Dear Ms. Lomayesva:

This letter responds to your January 21, 2022 request, on behalf of the Soboba Band of 

Luiseño Indians, for the National Indian Gaming Commission, Office of General Counsel, to review 

certain loan documents and to provide an opinion as to whether 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 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 submission (“the 2022 Loan Documents”): 

• Credit Agreement dated as of __, 2022, by and among Soboba Band of Luiseño Indians as 

Borrower, the Lenders referred to herein, as Lenders, and Wells Fargo Bank, National 

Association, as Administrative Agent and Issuing Lender, Wells Fargo Securities, LLC, as Sole 

Lead Arranger and Sole Bookrunner (marked at top right as “NIGC Draft 01/21/2022,” and at 

bottom left as “SMRH:4868-1195-2388.4”);

• Exhibits to Credit Agreement (marked at top right as “NIGC Draft 01/21/2022,” and at bottom 

left as “SMRH:4875-6088-4232.2”);

• Security Agreement among Soboba Band of Luiseño Indians as Borrower and a Grantor, and 

Each of the Other Grantors Party Hereto, as Grantors, and Wells Fargo Bank, National 

Association, as Collateral Agent Dated as of [__, 2022] (marked at top right as “NIGC Draft 

01/21/2022”);

• Intellectual Property Security Agreement (marked at top right as “NIGC Draft 01/21/2022,” and 

at bottom left as “SMRH:4854-2238-4648.2”); and

• Deposit Account Control Agreement (marked at top right as “(Account – With Activation),” and 

at bottom left as “SMRH:4895-9446-5547.3”).
Letter to Devon L. Lomayesva, Esq.

Re: Review of the 2022 Loan Documents for the Soboba Band of Luiseño Indians

March 1, 2022

Page 2 of 2

The 2022 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 the 2022 

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 2022 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 2022 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 2022 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.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 Armando Acosta, Senior Attorney, at (202) 632-

7003. 

Sincerely, 

Michael Hoenig

General Counsel

cc: Aaron Harkins, Hogen Adams PLLC (via email) 

Christine Swanick, Sheppard Mullin Richter & Hampton LLP (via email)

 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.