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February 2, 2021

VIA EMAIL

Kerry Patterson 

Legal Counsel

Procopio, Cory, Hargreaves & Savitch LLP

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 January 7, 2021, request on behalf of the Jamul Indian 

Village Development Corporation for the National Indian Gaming Commission’s Office of 

General Counsel to review a financing document between the Jamul Indian Village Development 

Corporation and Western Alliance Bank. Specifically, you asked for an opinion whether the 

agreement is a management contract requiring the NIGC Chairman’s approval under the Indian 

Gaming Regulatory Act. You also asked for an opinion whether the agreement violates IGRA’s 

requirement that a tribe have the sole proprietary interest in its gaming operation. 

In my review, I considered the redlined version of the following document (“the 

Financing Agreement”), which is unexecuted and linked to the previous Finance Agreement 

which received a declination later December 28, 2020, and represented to be in substantially 

final form: 

1. Blocked Account Control Agreement (Springing Block) Marked as: NIGC Draft 

1/7/2021 in upper right-hand corner; (rev 03/20) in lower right-hand corner.

The document contains terms similar to other agreements the Office of General Counsel 

has reviewed and analyzed, which are available on the NIGC’s website. Applying the same 

analysis here, it is my opinion that the Financing Agreement is not a management contract and 

does not require the approval of the Chairman. It is also my opinion that it does not violate 

IGRA’s sole proprietary interest requirement.

It is my understanding the Financing Agreement is represented to be in substantially final 

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

to closing or are inconsistent with the assumptions made herein, this opinion shall not apply. 
Letter to Kerry Patterson, Legal Counsel

Re: Review of Loan Documents for the JIV Development Corporation

February 2, 2021

Page 2 of 2

Further, this opinion is limited to the Financing Agreement listed above. This opinion does not 

include or extend to any other agreements or documents not submitted for review.

Please note it is my intent 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, highlighting the information 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 in accordance with 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, this 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 http://www.justice.gov/oip/doj-guide-freedom-information-act-0. 

If you have any questions, please contact NIGC Staff Attorney Mary Modrich-Alvarado 

at (202) 632-7003. 

Sincerely,

Michael Hoenig

General Counsel

 1 25 C.F.R. § 517.7(c). 2 Freedom of Information Act, 5 U.S.C. § 552(b)(4) (1966). 

3 139 S.Ct. 2356 (2019).

4 25 C.F.R. § 517.7(d).

5 Id.