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December 13, 2021

VIA EMAIL

Erik Detlefsen, Esq.

Dorsey & Whitney LLP

50 South Sixth Street, Suite 1500

Minneapolis, MN 55402-1498

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

Dear Mr. Detlefsen:

This letter responds to your November 17, 2021 request, on behalf of PNC Bank, 

National Association, and the San Pasqual Casino Development Group, Inc., a tribally chartered 

corporation formed under the laws of the San Pasqual 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 January [_], 2022, among San Pasqual Casino Development 

Group, Inc., as the Borrower, PNC Bank, National Association, as Lender (marked at top 

right as “DW Draft 11/17/2021” and at bottom left as “4850-3070-3867\12”);

2. Exhibits to Credit Agreement Dated as of January [_], 2022, among San Pasqual Casino 

Development Group, Inc., as the Borrower, PNC Bank, National Association, as Lender

(marked at top right as “DW Draft 11/12/2021” and at bottom left as “4842-5768-0892\3”);

3. Security Agreement (marked at top right as “DW Draft 11/12/2021” and at bottom left as 

“4838-6130-4060\5”);

4. Guaranty (marked at top right as “DW Draft 11/12/2021” and at bottom left as “4850-9521-

6124\5”);

5. Revolving Credit Note (marked at top right as “DW Draft 11/17/2021” and at bottom left as 

“4854-3821-9267\2”); and

Term Note (marked at top right as “DW Draft 11/17/2021” and at bottom left as “4890-6078-

7203\2”).
Letter to Erik Detlefsen, Esq.

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

December 13, 2021

Page 2 of 2

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.1If 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: Glenn M. Feldman, Esq., Procopio, Cory, Hargreaves & Savitch LLP (via email) 

Rob Morrison, Esq., White & Case 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).