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September 26, 2022 

VIA EMAIL

Kerry Patterson, Esq. 

Procopio, Cory, Hargreaves & Savitch LLP 

525 B Street, Suite 2200 

San Diego, CA 92101 

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

Dear Ms. Patterson: 

This letter responds to your July 22, 2022 request, on behalf of the Pauma Band of 

Luiseño Mission Indians of the Pauma & Yuima Reservation, for the National Indian Gaming 

Commission, Office of General Counsel, to review certain transaction documents and to provide 

an opinion as to whether these transaction documents constitute a management contract 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 transaction 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”): 

1. CREDIT AGREEMENT dated as of [__________], 2022, by and between PAUMA

BAND OF LUISEÑO MISSION INDIANS, as the Borrower, the Lenders referred

to herein, as Lenders, KEYBANK NATIONAL ASSOCIATION, as Administrative

Agent, Swingline Lender and Issuing Lender, KEYBANC CAPITAL MARKETS

INC., as Lead Arranger, and KEYBANC CAPITAL MARKETS INC., as Sole

Bookrunner (Credit Agreement) (marked at top right as “NIGC Submission Draft

07/22/2022”)

• Exhibit A-1 to Credit Agreement Form of Revolving Credit Note (marked at top

right as “NIGC Submission Draft 07/22/2022”);

• Exhibit A-2 to Credit Agreement Form of Swingline Note (marked at top right as

“NIGC Submission Draft 07/22/2022”);

• Exhibit A-3 to Credit Agreement Form of Term Loan Note (marked at top right

as “NIGC Submission Draft 07/22/2022”);
Letter to Kerry Patterson, Esq.

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

September 26, 2022 

Page 2 of 3 

2. Security Agreement (marked at top right as “NIGC Submission Draft 07/22/2022);

3. Capital One Deposit Account Control Agreement (Springing – Sweep) (hereinafter

“Capital One DACA I,”) (marked at top right as “NIGC Submission Draft 07/22/2022”);

4. Capital One Deposit Account Control Agreement (Springing) (hereinafter “Capital

One DACA II,”) (marked at top right as “NIGC Submission Draft 07/22/2022”);

5. KeyBank Deposit Account Control Agreement (hereinafter “KeyBank DACA,”)

(marked at top right as “NIGC Submission Draft 07/22/2022”).

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 a management contract 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.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),2please 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 

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).
Letter to Kerry Patterson, Esq. 

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

September 26, 2022 

Page 3 of 3 

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 Rachel Hill, Legal Fellow, at (918) 581-6214 or 

Rea Cisneros, Associate General Counsel, at (202) 632-7024. 

Sincerely, 

Michael Hoenig

General Counsel

5 Id.