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August 21, 2020

VIA EMAIL

Jason Cozart, Assistant General Manager

Soboba Casino Resort

22777 Soboba Rd,

San Jacinto, CA 92583

Re: Review of Loan Documents for the Soboba Band of Luiseno Indians

Dear Mr. Cozart:

This letter responds to the August 5, 2020 request on behalf of the Soboba Band of 

Luiseno Indians for the Office of the General Counsel, National Indian Gaming Commission, to 

review certain loan documents. The request asks for my opinion as to whether the submitted loan 

documents are management contracts requiring the NIGC Chairman’s approval pursuant to the 

Indian Gaming Regulatory Act. The request also asks for my opinion as to whether the loan 

documents violate IGRA’s requirement that a tribe have the sole proprietary interest in its 

gaming operation. Finally, the request asks for confirmation that the loan documents do not 

affect the opinions expressed in a February 27, 2017 opinion letter with respect to certain 

security documents related to the loan documents. 

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

Documents”):

1. Third Amendment to the Credit Agreement dated as of March 9, 2017, by and among the 

Tribe as borrower, each lender from time to time party thereto, Bank of America, N.A. as 

Administrative Agent and L/C Issuer, marked as “SMRH:4827-9556-5505.7” and with a 

draft date of August 4, 2020 on the first page;

2. A redlined conformed copy of the Credit Agreement dated as of March 9, 2017, by and 

among the Borrower, each Lender from time to time party thereto, and Bank of America, 

N.A. as Administrative Agent and L/C Issuer, as amended on February 2, 2018(the “First 

Amendment”) and as amended on April 30, 2020 through a limited waiver and 

amendment (the “Second Amendment”), and as will be amended by the proposed Third 
Jason Cozart, Assistant General Manager

Re: Review of the Loan Documents for the Soboba Band of Luiseno Indians

August 21, 2020

Page 2 of 3

Amendment (the “Amended Credit Agreement”) marked as “SMRH: 4836-2670-1505.7” 

on the first page;

3. Exhibit A to the Third Amendment (form of Compliance Certificate) marked as “SMRH: 

4811-1026-7074.4” on the first page;

4. Exhibit B to the Third Amendment (form of Distribution Certificate) marked as “SMRH: 

4824-1318-8802.4” on the first page. 

The Loan Documents contain terms similar to other agreements that OGC has previously 

reviewed and analyzed. Some of these opinion letters may be found on the NIGC’s website. 

Applying the same analysis here, it is my opinion that, collectively, the 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. Finally, it is my 

opinion that the Loan Documents do not affect the opinions expressed in the February 27, 2017

opinion letter with respect to the Security Agreement, Intellectual Property Security Agreement, 

and Deposit Account Control Agreement referenced therein. 

It is my understanding that the 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 Loan Documents change in any material way prior to closing or are inconsistent with 

assumptions made herein. Further, this opinion is limited to the Loan Documents listed above 

and does not include or extend to any other agreements.

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.
Jason Cozart, Assistant General Manager

Re: Review of the Loan Documents for the Soboba Band of Luiseno Indians

August 21, 2020

Page 3 of 3

If you have any questions, please contact NIGC Senior Attorney Austin Badger at (202) 

632-7003 or by email at austin_badger@nigc.gov.

Sincerely, 

Michael Hoenig

General Counsel

cc: Ruben De Los Santos, Director of Finance, Soboba Band of Luiseno Indians

Devon Lee Lomayesva, Tribal Attorney, Soboba Band of Luiseno Indians

Aaron Harkins, Hogen Adams

Christine L. Swanick, Sheppard Mullin