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April 8, 2021

VIA EMAIL

Robert Smith, Chairman

Pala Band of Mission Indians

PMB 50, 35008 Pala Temecula Road

Pala, CA 92059

Re: Review of financing agreements between the Pala Band of Mission Indians 

and U.S. Bank National Association

Dear Chairman Smith:

This letter responds to your March 16, 2021 request for the National Indian Gaming 

Commission’s Office of General Counsel to review loan agreements between the Pala Band of 

Mission Indians (Borrower) and the U.S. Bank National Association (Lender). Specifically, you 

have asked for my opinion whether the documents are management contracts requiring the NIGC 

Chair’s approval under the Indian Gaming Regulatory Act. You also asked for my opinion 

whether the loan documents violate IGRA’s requirement that the Tribe have the sole proprietary 

interest in its gaming activity. 

In my review, I considered the following submissions (collectively, “the Loan 

Documents”) all of which are unexecuted, but were represented to be in substantially final form:

o Credit Agreement between U.S. Bank National Association, each lender from time to 

time party thereto, and the Pala Band of Mission Indians (NIGC Submission Version 

3/16/2021; US.131446568.07, and 4833-0887-0366\5 in the lower left corner)

o Exhibit A – Committed Loan Notice (NIGC Submission Version 

3/16/2021; 4841-9101-3345\2 in the lower left corner)

o Exhibit B – Swing Line Loan Notice 

o Exhibit C – Form of Revolving Credit Note 

o Exhibit D – Form of Term Note

o Exhibit E – Compliance Certificate

• Schedule 1 to the Compliance Certificate

• Schedule 2 to the Compliance Certificate

o Exhibit F – Assignment and Assumption

• Annex 1 to Assignment and Assumption

o Exhibit G-1 – Form of U.S. Tax Compliance Certificate
Letter to Robert Smith, Chairman

Re: Review of financing agreements between the Pala Band of Mission Indians and U.S. Bank 

National Association

April 8, 2021

Page 2 of 3

o Exhibit G-2 – Form of U.S. Tax Compliance Certificate

o Exhibit G-3 – Form of U.S. Tax Compliance Certificate

o Exhibit G-4 – Form of U.S. Tax Compliance Certificate

o Deposit Account and Sweep Investment Control Agreement (Access Restricted after 

Notice), (NIGC Submission Version 3/16/2021; 4851-5615-1521\3 in the lower left 

corner)

o Security Agreement (NIGC Submission Version 3/16/2021; 4826-0167-1392\4 in the 

lower left corner)

The Loan Documents contain terms similar to other agreements the Office of General 

Counsel has already reviewed and analyzed, which are available on the NIGC’s website.

Applying the same analysis here, it is my opinion that the Loan Documents are not management 

contracts and do not require the approval of the NIGC Chair. It is also my opinion that they do 

not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the drafts are represented to be in substantially final form, and 

if the Loan Documents change in any material way prior to closing or are inconsistent with 

assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the Loan

Documents listed above. This opinion 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 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. 

 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.
Letter to Robert Smith, Chairman

Re: Review of financing agreements between the Pala Band of Mission Indians and U.S. Bank 

National Association

April 8, 2021

Page 3 of 3

If you have any questions, please contact Associate General Counsel, Sharon Avery at 

(202) 632-7003 or by email at Sharon_Avery@nigc.gov.

Sincerely, 

Michael Hoenig

General Counsel

cc: Michael K. Pignato, Esq., Counsel for the Tribe (via email)

 Jennifer D. Miernicki, Esq., Counsel for the Agent (via email)