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August 17, 2020

VIA EMAIL

Glenn M. Feldman

Procopio

8355 East Hartford Drive

Scottsdale, AZ 85255

Re: Review of financing agreements between Credit Suisse AG, New York Branch & the 

Cabazon Band of Mission Indians/East Valley Tourist Development Authority

Dear Mr. Feldman:

This letter responds to the request for the National Indian Gaming Commission’s Office 

of General Counsel to review financing documents between the East Valley Tourist 

Development Authority, the Cabazon Band of Mission Indians, and Credit Suisse. Specifically, 

you asked for an opinion whether these agreements are management contracts requiring the 

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

whether the agreements violate IGRA’s requirement that a tribe have the sole proprietary interest 

in its gaming operation. 

In my review, I considered the following documents (collectively “the Financing 

Agreements”) submitted, all of which are unexecuted but represented to be in substantial final 

form: 

• Second Modification Agreement – Marked as: US-DOCS\116692749.8

• Third Modification & Joinder Agreement – Marked as: US-DOCS\116729490.2

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

General Counsel has reviewed and analyzed; please refer to the agency’s website. Applying the 

same analysis here, it is my opinion that collectively the Financing Agreements are not 

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

not violate IGRA’s sole proprietary interest requirement.

It is my understanding the Financing Agreements are represented to be in substantially 

final form with respect to terms affecting this opinion, and if such terms change in any material 

way prior to closing or are inconsistent with the assumptions made herein, this opinion shall not 
Glenn M. Feldman

Re: Review of financing agreements between Credit Suisse AG, New York Branch & the 

Cabazon Band of Mission Indians/East Valley Tourist Development Authority

August 17, 2020

Page 2 of 2

apply. Further, this opinion is limited to the Financing Agreements listed above. This opinion 

does not include or extend to any other agreements or documents not submitted for review.

Please note it is my intent 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, highlighting the information 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 the information was voluntarily submitted and, as such, any 

withholding should be analyzed in accordance with 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, this 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 http://www.justice.gov/oip/doj-guide-freedom-information-act-0. 

I realize your letter referenced FOIA, specifically Exemption Four. Please be sure to 

follow the instructions above to ensure your information is protected.

If you have any questions, please contact NIGC Staff Attorney Mary Modrich-Alvarado

at (202) 713-0206. 

Sincerely,

Michael Hoenig

General Counsel

 1 25 C.F.R. § 517.7(c). 2 Freedom of Information Act, 5 U.S.C. § 552(b)(4) (1966). 

3 139 S.Ct. 2356 (2019).

4 25 C.F.R. § 517.7(c).

5 Id.