NATIONAL HEADQUARTERS 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066 WWW.NIGC.GOV

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

October 15, 2021

VIA EMAIL

Doug Welmas, Chairman

c/o Glenn Feldman, Esq.

Cabazon Band of Mission Indians

84-245 Indio Springs Parkway

Indio, California 92203

Re: Review of Amendment No. 2 to the Revolving Credit and Term Loan Agreement 

and Exhibit A, an amended version of the Revolving Credit and Term Loan Agreement,

between the Cabazon Band of Mission Indians, FS Credit Income Fund 

and Panther BCM, LLC, and Credit Suisse AG, New York Branch

Dear Chairman Welmas:

This letter is a response to the Loan Documents submitted by the Cabazon Band of 

Mission Indians (Tribe) and FS Credit Income Fund and Panther BCM, LLC (Lenders) and

Credit Suisse AG, New York Branch (Administrative Agent) to the National Indian Gaming 

Commission’s (NIGC) Office of General Counsel for review (collectively, the “Loan 

Documents”).

You have asked for my opinion whether the Loan Documents constitute a management 

contract requiring the NIGC Chairman’s approval under the Indian Gaming Regulatory Act

(IGRA).

1 Also included in this letter is my opinion whether the Loan Documents violate IGRA’s 

requirement that the Tribe maintain the sole proprietary interest in its gaming activities.

2

In my review, I considered the below Loan Documents, which are unexecuted but were 

represented to be in substantially complete form:

1. Amendment No. 2 to the Revolving Credit and Term Loan Agreement, submitted

September 17, 2021 (US-DOCS\125067818.8); and

2. Exhibit A to Amendment No. 2 to Credit Agreement, submitted September 17, 

2021 (US-DOCS\124954719.11).

 1 25 U.S.C. § 2711.

2 25 U.S.C. § 2710(b)(2)(A).
Letter to Doug Welmas, Chairman of the Cabazon Band of Mission Indians

Re: Review of Amended Loan Documents with FS Credit Income Fund, Panther BCM, LLC, 

and Credit Suisse AG, New York Branch

October 15, 2021

Page 2 of 2

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

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

Applying the same analysis here, it is my opinion 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.

It is my understanding that the Loan Documents are in substantially final form, and if the 

Loan Documents are amended in any material way and/or inconsistent with assumptions made 

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

mentioned supra. This opinion does not include or extend to any other agreements not submitted 

or before me 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 such disclosure, please provide a written statement 

explaining the grounds for the objection, highlighting the information you believe should be 

withheld.3 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),4 please be advised that the information was voluntarily submitted and, as such, that any 

withholding should be analyzed in accordance with the standard set forth in Food Marketing 

Institute v. Argus Leader Media.

5 Any claim of confidentiality should also be supported with “a 

statement or certification by an officer or authorized representative of the submitter.”6 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.7 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 Staff Attorney James A. Lewis at (202) 632-

7013 or by email at James_lewis@nigc.gov. 

Sincerely, 

Michael Hoenig

General Counsel

 3 25 C.F.R. § 517.7(d). 4 5 U.S.C. § 552(b)(4).

5 139 S.Ct. 2356 (2019).

6 25 C.F.R. § 517.7(d). 7 Id.