September 7, 2016 

Mr. Robert J. Welch, Chairman 

Capitan Grande Band of Diegueno Mission 

Indians of California (Barona Group of Capitan 

Grande Band of Mission Indians of the Barona 

Reservation, California); Viejas (Baron Long 

Group of Capitan Grande Band of Mission Indians 

of the Viejas Reservation, California) 

Viejas Band ofKumeyaay Indians 

Attention: Chairman 

#1 Viejas Grade Road 

Alpine CA 91901 

Re: Review of :financing documents for the Viejas Band of Kumeyaay Indians 

Dear Chairman Welch: 

This letter responds to the Viejas Band of Kumeyaay Indians's request, forthe National 

Indian Gaming Commission's Office of General Counsel to review several agreements to 

refinance certain of the Band's existing indebtedness and to finance the development and 

construction of certain improvement projects. The Tribe has asked for an opinion whether 

these agreements are management contracts requiring the NIGC Chair's approval under the 

Indian Gaming Regulatory Act. The Tribe also has asked for an opinion whether the 

agreements violate I GRA' s requirement that a tribe have the sole proprietary interest in its 

gaming operation. 

In my review, I considered the following submissions (collectively, ''the Financing 

Documents") all unexecuted, but represented to be in substantially final form: 

• Credit Agreement among the Viejas Band of Kumeyaay Indians, 

marked at the top right 

"NIGC Draft (7-15-16)"; 

• Security Agreement by the Viejas Band of Kumeyaay Indians, in favor of

marked at the top right "NIGC Submission Draft 

(7-15-16)"; 

• Deposit Account Control Agreement among Viejas Band ofKumeyaay Indians, 

and , marked at the top right "NIGC 

Submission Draft 8-19-2016"; 

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066 

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WWW.NIGC.GOV 

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Chairman Welch 

September 7, 2016 

Page 12 

• Exhibits to Credit Agreement 

o Form of Term Loan Note, EXHIBIT A; 

o Notice of Borrowing, EXHIBIT B; 

o Notice of Account Designation, EXHIBIT C; 

o Notice of Prepayment, EXHIBIT D; 

o Notice of Conversion/Continuation, EXHIBIT E; 

o Form of Officer's Compliance Certificate, Exhibit F; 

o Form of Assignment and Assumption, EXHIBIT G; 

o Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign 

Lenders), EXHIBIT H-1; 

o Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign 

Participants), EXHIBIT H-2; 

o Form of U.S. Tax Compliance Certificate (Foreign Participant 

Partnerships), EXHIBIT H-3; 

o Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships), 

EXHIBIT H-4; 

o Form of Expansion Project Completion Certificate, EXHIBIT I; 

o Form of Total Expansion Project Cost Statement, EXHIBIT J. 

The Financing Documents contain terms similar to other agreements the Office of 

General Counsel has already reviewed and analyzed. See, generally www.nigc.gov. 

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

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

they do not violate IGRA's sole proprietary interest requirement. 

I understand that the Financing Documents are in substantially final form with respect to 

terms affecting this opinion. If such terms change in any material way or are inconsistent with 

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

Financing Documents listed above. This opinion does not include or extend to any other 

agreements. 

I anticipate this letter will be posted to the NIGC's website. Prior to posting, NIGC will 

notify you and give you an opportunit-y to identify and request that information subject to the 

exemptions under FOIA be redacted or withheld. A list of the FOIA exemptions may be found at 

5 U.S.C. § 552(b). 

7024. 

If you have any questions, please contact NIGC Staff Attorney Rea Cisneros at (202) 632-

Michael Hoenig 

General Counsel 
Chairman Welch 

September 7, 2016 

Page I 3 

cc: Jennifer Miernicki, Faegre Baker Daniels LLP (via e-mail at: jennifer.miernicki@FaegreBD.com. 

Tuari Bigknife, General Counsel of the Viejas Band ofKumeyaay Indians 

(via e-mail at: tbigknife@viejas.com) 

Townsend Hyatt, Orrick, Herington & Sutcliffe LLP (via e-mail at: thyatt@orrick.com)