1 1 STATE OF NEW JERSEY 2 CASINO CONTROL COMMISSION 3 - - - - - - - - - - - - - - - - - - - 4 5 PUBLIC MEETING NO. 09-01-21 6 7 - - - - - - - - - - - - - - - - - - - 8 9 Wednesday, January 21, 2009 10 Atlantic City Commission Offices 11 Joseph P. Lordi Public Meeting Room - First Floor 12 Tennessee Avenue and Boardwalk 13 Atlantic City, New Jersey 08401 14 10:47 a.m. to 12:57 p.m. 15 16 17 Certified Court Reporter: Darlene Sillitoe 18 - - - - - - - - - - - - - - - - - - - - - - - - - - - 19 20 ATLANTIC CITY COURT REPORTING, LLC 21 CERTIFIED COURT REPORTERS AND VIDEOGRAPHERS 22 1125 ATLANTIC AVENUE, SUITE 416 23 ATLANTIC CITY, NEW JERSEY 08401 24 (609) 345-8448 www.accourtreporting.com 25 2 1 2 CASINO CONTROL COMMISSION: LINDA M. KASSEKERT, CHAIR 3 MICHAEL C. EPPS, VICE CHAIR MICHAEL A. FEDORKO, COMMISSIONER 4 WILLIAM T. SOMMELING, COMMISSIONER 5 PRESENT FOR THE CASINO CONTROL COMMISSION: 6 DARYL W. NANCE, ADMINISTRATIVE ANALYST DANIEL J. HENEGHAN, PUBLIC INFORMATION OFFICER 7 OFFICE OF THE GENERAL COUNSEL: 8 DIANNA W. FAUNTLEROY, GENERAL COUNSEL/EXECUTIVE SECRETARY 9 LEONARD J. DiGIACOMO, ASSISTANT GENERAL COUNSEL TERESA M. NAGENGAST, SENIOR COUNSEL 10 SETH H. BRILLIANT, SENIOR COUNSEL ROBERT A. MONCRIEF, COUNSEL 11 TRACY E. RICHARDSON, COUNSEL BERNADETTE T. FRIGEN, PROGRAM SUPERVISOR 12 DIVISION OF GAMING ENFORCEMENT: 13 DEPUTY ATTORNEYS GENERAL 14 JOHN E. ADAMS, DEPUTY ATTORNEY GENERAL BRIAN C. BISCIEGLIA, DEPUTY ATTORNEY GENERAL 15 MARY JO FLAHERTY, DEPUTY ATTORNEY GENERAL JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 16 LOUIS ROGACKI, DEPUTY ATTORNEY GENERAL 17 18 19 20 21 22 23 24 25 3 1 A P P E A R A N C E S : 2 ITEM NO. 3 MARY JO FLAHERTY, DEPUTY ATTORNEY GENERAL TAMA B. HUGHES, ESQ. 3 FOR: ADAMAR OF NEW JERSEY, INC. 4 ITEM NO. 6 TERESA M. NAGENGAST, SENIOR COUNSEL LOUIS ROGACKI, DEPUTY ATTORNEY GENERAL 5 FOX ROTHSCHILD PATRICK MADAMBA, ESQ. 6 FOR: CAREMARK PCS HEALTH, LLP 7 ITEM NO. 14 DIANNA W. FAUNTLEROY, GENERAL COUNSEL JAMES FOGARTY, DEPUTY ATTORNEY GENERAL 8 PASHMAN STEIN SEAN MACK, ESQ. 9 FOR: TRUSTEE/CONSERVATOR JUSTICE STEIN 10 ITEM NO. 15 LEONARD J. DiGIACOMO, ASSISTANT GENERAL COUNSEL 11 JAMES FOGARTY, DEPUTY ATTORNEY GENERAL PASHMAN STEIN 12 SEAN MACK, ESQ. FOR: TRUSTEE/CONSERVATOR JUSTICE STEIN 13 ITEM NO. 17 TRACY E. RICHARDSON, COUNSEL 14 JAMES FOGARTY, DEPUTY ATTORNEY GENERAL 15 PASHMAN, STEIN SEAN MACK, ESQ. 16 FOR: TRUSTEE/CONSERVATOR JUSTICE STEIN 17 CONSOLE LAW OFFICES, LLC SUSAN SAINT-ANTOINE, ESQ. 18 FOR: GROUP OF 27 EMPLOYEES 19 WOLF BLOCK, LLP GILBERT BROOKS, ESQ. 20 FOR: STEERING COMMITTEE OF SECURED LENDERS 21 FOX ROTHSCHILD, LLP PATRICK MADAMBA, ESQ. 22 FOR: OFFICIAL COMMITTEE OF UNSECURED CREDITORS 23 24 25 4 1 PUBLIC MEETING NO. 09-01-21 JANUARY 21, 2009, 10:47 a.m. 2 ITEM PAGE VOTE 1 Ratification of the minutes of the 9 9 3 January 7, 2008, public meeting 2 One application for employee and casino 9 10 4 service industry license remanded Renewal application for Anthony F. 5 Giuliante for a casino key employee 10 11 license and for qualification as Vice 6 President of Customer Development for Adamar of New Jersey, Inc. 7 Casino service industry license initial 11 11 applications for: NINSA, LLC; Watchit 8 Media USA, Inc.; Lenovo, Inc.(United States) Junket Enterprise License Renewal 11 11 9 Application for Edward F. Caputo, LLC Two applications for initial and/or 12 12 10 renewal of casino key and casino employee licenses granted 11 Application for casino service industry 13 14 license of Atlantic City Quality Food, 12 Inc., pursuant to NJSA 5:12-92(c) 3 Petition of Adamar of New Jersey, Inc., 13 15 13 (d/b/a Tropicana Casino and Resort) for the issuance of a temporary casino key 14 employee license to William Carey pursuant to NJSA 5:12-89(e) and to permit him 15 pursuant to NJAC 19:43-2.6 to assume the duties and exercise the powers of Executive 16 Director of Surveillance without first having been found qualified (PRN 0060901) 17 4 Stipulations of settlement and consent agreements: a) Dominic Zgliczynski, Jr. (08-0614-ER) 15 17 18 b) Michael Tarsitano (08-0949-ER) 15 17 c) Malcolm Verdell (08-0621-EA) 15 17 19 d) Dennis M. Hardiman (08-0066-ER) 15 17 e) Michael S. Hollie (08-0822-ER) 15 17 20 f) Joel L. Clements (08-0412-RC) 15 17 g) Clifton E. Harrell (08-0348-RC) 15 17 21 5 Applications for suspension: a) Diego Alicea, Jr. (09-0027-RC) 17 19 22 b) Josephina Pisano (09-0028-RC) 17 20 6 Petition of CareMark PCS Health, LP for 20 23 23 an exemption of casino service industry licensure (PRN 1910707) 24 7 Petition of Diamond Gaming, LLC, and 23 25 Trump Taj Mahal Associates (d/b/a Trump 25 Taj Mahal Casino Resort) for approval of 5 1 CONTINUED PUBLIC MEETING NO. 09-01-21 JANUARY 21, 2009, 10:47 a.m. 2 ITEM PAGE VOTE 7 a new wager in "Diamond Roulette" 3 pursuant to NJAC 19:47-8.4 (PRN 2480706); and proposed republication of amendments to 4 NJAC 19:46-1.7, 19:47-5.1, and 5.2 (Diamond Roulette) 5 8 Proposed publication and temporary 25 26 adoption of amendments to NJAC 19:45-1.39 6 (Transfers of progressive slot jackpots) 9 Proposed temporary adoption of amendments 26 27 7 to NJAC 19:40-1.2; NJAC 19:45-1.1, 1.8, 1.14, 1.15, 1.25A, 1.33, 1.33A, 1.34, 1.37, 8 1.40, 1.42, 1.43, 1.54, and 1.55; NJAC 19:46-1.26, 1.28A, and 1.28B (cashier-issued 9 gaming vouchers) 10 Proposed temporary adoption of amendments 27 28 10 to NJAC 19:40-1.1; 19:45-1.37; 19:46-1.28; 19:51-1.1, 1.2; and proposed new rule 11 NJAC 19:46-1.28D (multi-player slot machine system) 12 11 Proposed adoption of amendment to NJAC 28 29 19:45-1.37B (slot machine tower light) 13 12 Proposed adoption of amendments to NJAC 29 30 19:47-20.6 (three card poker - wagering 14 at three positions 13 Proposed publication and temporary 30 31 15 adoption of amendments to NJAC 19:46-1.13G (Caribbean stud poker table; physical 16 characteristics), 19:47-16.6 (Caribbean stud wagers), 19:47-16.7 (Caribbean stud procedure 17 for dealing the cards from a manual dealing shoe) 14 Consideration of the applications of the 31 45 18 Trustee and Conservator for the former casino licensee Adamar of New Jersey, Inc., 19 for approval of fees for the Conservator/ Trustee, his personal counsel, legal and 20 other consultants 15 Petition of the Trustee and Conservator 93 126 21 for Adamar of New Jersey, Inc., for a further extension of the time period 22 within which to dispose of property relating to the former casino licensee 23 and for other relief (PRN 0150901) 16 Petition of the Trustee and Conservator 127 128 24 for former casino licensee Adamar of New Jersey, Inc., for a further extension of 25 transactional waivers for consultants (PRN 0150902) 6 1 CONTINUED PUBLIC MEETING NO. 09-01-21 JANUARY 21, 2009, 10:47 a.m. 2 ITEM PAGE VOTE 17 Notices of motion seeking leave to intervene 3 or participate (see Item No. 15): a) Group of 27 Long Service Employees 45 77 4 (PRN 3310802) b) The Official Committee of Unsecured 78 90 5 Creditors (PRN 2890801) c) The Steering Committee (PRN 2840808) 90 93 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 7 1 E X H I B I T S : 2 NO. DESCRIPTION EVD 3 4 P-1 Remand for hearings 1 license X 5 P-2 Grant 2 licenses X 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 (Exhibits retained by Commission.) 8 1 (Public Meeting 09-01-21 was commenced 2 at 10:47 a.m.) 3 MR. NANCE: Good morning. I'd like to 4 read an opening statement: 5 This is to advise the general public 6 that in compliance with Chapter 231 of the 7 public laws of 1975 entitled the "Open Public 8 Meetings Act," the New Jersey Casino Control 9 Commission on October 7, 2009, filed with the 10 Secretary of State at the State House in 11 Trenton, New Jersey, a notice of this hearing. 12 On October 7, copies were mailed to 13 subscribers. 14 Members of the press will be permitted 15 to take photographs, and we ask that this be 16 done in a manner which is not disruptive or 17 distracting to the Commission. 18 The use of cellular telephones in the 19 public meeting room while the Commission is in 20 session is prohibited. 21 Would everyone please stand for the 22 Pledge of Allegiance. 23 (The flag salute was recited.) 24 CHAIR KASSEKERT: Good morning. 25 MR. NANCE: Good morning. The matters 9 ITEM NO. 1-2 1 discussed in closed session were: Employee and 2 enterprise licensing matters. 3 The Commission approved the January 7, 4 2009, meeting minutes. 5 The litigation regarding: Warren 6 Lackland and Lewis M. Springer, Jr., versus the 7 State of New Jersey and Casino Control 8 Commission; 9 And the petition of Highgate Steel for 10 release of monies. 11 Item No. 1, ratification of the minutes 12 of the January 7, 2009. 13 COMMISSIONER SOMMELING: Motion to 14 approve. 15 COMMISSIONER FEDORKO: Second. 16 CHAIR KASSEKERT: The motion has been 17 made and seconded. All in favor? 18 (Ayes.) 19 CHAIR KASSEKERT: Opposed? 20 (No response.) 21 CHAIR KASSEKERT: Motion carries. 22 MR. NANCE: Item No. 2, application for 23 employee and casino service industry licenses. 24 This agenda item will be entered as Exhibit 25 Lists 1 and 2. 10 ITEM NO. 2 1 Exhibit List 1 consists of one 2 application for initial and/or renewal of 3 casino key and casino employee licenses. 4 The Division has objected to licensure. 5 COMMISSIONER FEDORKO: Motion to remand 6 for hearings. 7 COMMISSIONER SOMMELING: Second. 8 CHAIR KASSEKERT: The motion has been 9 made and seconded. All in favor? 10 (Ayes.) 11 CHAIR KASSEKERT: Opposed? 12 (No response.) 13 CHAIR KASSEKERT: The motion carries. 14 MR. NANCE: For your consideration is 15 the renewal application of Anthony F. Giuliante 16 for casino key employee license and for 17 qualification as Vice President of Customer 18 Development for Adamar of New Jersey, Inc. 19 The Division has recommended that this 20 application be granted subject to certain 21 conditions. 22 COMMISSIONER FEDORKO: Motion to remand 23 for a hearing. 24 COMMISSIONER SOMMELING: Second. 25 CHAIR KASSEKERT: Motion is made and 11 ITEM NO. 2 1 seconded. This is a roll call vote. 2 MR. NANCE: Commissioner Fedorko? 3 COMMISSIONER FEDORKO: Yes. 4 MR. NANCE: Commissioner Sommeling? 5 COMMISSIONER SOMMELING: Yes. 6 MR. NANCE: Vice Chair Epps? 7 VICE CHAIR EPPS: Yes. 8 MR. NANCE: Chair Kassekert? 9 CHAIR KASSEKERT: Yes. 10 MR. NANCE: The record will reflect that 11 the motion is unanimous. 12 For consideration are the casino service 13 industry license initial applications for 14 NINSA, LLC, Watchit Media USA, Inc., and 15 Lenovo, Inc., United States; and the junket 16 enterprise license renewal application for 17 Edward F. Caputo, LLC. 18 The Division has objected to these 19 applications. 20 COMMISSIONER FEDORKO: Motion to remand 21 for hearings. 22 VICE CHAIR EPPS: Second. 23 CHAIR KASSEKERT: The motion has been 24 made and seconded. All in favor? 25 (Ayes.) 12 ITEM NO. 2 1 CHAIR KASSEKERT: Opposed? 2 (No response.) 3 CHAIR KASSEKERT: Motion carries. 4 MR. NANCE: Exhibit List 2 consists of 5 two applications for initial and/or renewal of 6 casino key and casino employee licenses. 7 Staff and the Division has recommended 8 that these licenses be granted. 9 VICE CHAIR EPPS: Motion to grant 10 applications. 11 COMMISSIONER FEDORKO: Second. 12 COMMISSIONER SOMMELING: Second. 13 CHAIR KASSEKERT: The motion has been 14 made and seconded. All in favor? 15 (Ayes.) 16 CHAIR KASSEKERT: Opposed? 17 (No response.) 18 CHAIR KASSEKERT: Motion carries. 19 MR. NANCE: For consideration is the 20 casino service industry license application of 21 Atlantic City Quality Food, Inc., pursuant to 22 NJSA 5:12-92(c). 23 Staff and the Division have recommended 24 that this application be granted. 25 COMMISSIONER FEDORKO: Motion to grant 13 ITEM NO. 3 1 application. 2 VICE CHAIR EPPS: Second. 3 CHAIR KASSEKERT: The motion has been 4 made and seconded. All in favor? 5 (Ayes.) 6 CHAIR KASSEKERT: Opposed? 7 (No response.) 8 CHAIR KASSEKERT: Motion carries. 9 MR. NANCE: Item No. 3, Petition No. 10 0060901, Adamar of New Jersey, Inc., is 11 requesting the issuance of a temporary casino 12 key employee license to William Carey pursuant 13 to NJSA 5:12-89(e) and to permit him pursuant 14 to NJAC 19:43-2.6 to assume the duties and 15 exercise the powers of Executive Director of 16 Surveillance without first having been found 17 qualified. 18 CHAIR KASSEKERT: Miss Hughes? Good 19 morning. 20 MS. HUGHES: Good morning, Madame Chair, 21 Commissioners. 22 We submit this application. I have Mr. 23 Carey here with me today in case you have any 24 questions. I would ask that you grant the 25 relief requested. 14 ITEM NO. 3 1 CHAIR KASSEKERT: Thank you. 2 Good morning, Mr. Carey. 3 MR. CAREY: Good morning. 4 CHAIR KASSEKERT: Miss Flaherty? 5 MS. FLAHERTY: Yes. Chair and 6 Commissioners, we did not object to this 7 request for the temporary license and the 8 qualification. 9 We would note that the state police are 10 not subject to the same conflicts law that 11 apply to the Commission and Division employees 12 and that Mr. Carey's employment with the state 13 police terminated on January 1st of this year. 14 Thank you. 15 CHAIR KASSEKERT: Thank you. 16 Any questions? 17 COMMISSIONER SOMMELING: No questions, 18 Madame Chair. 19 Move to approve the petition and issue a 20 temporary casino key employee license to 21 William Carey and to permit him to assume the 22 duties and exercise the powers of Executive 23 Director of Surveillance without first have 24 been qualified. 25 COMMISSIONER FEDORKO: Second. 15 ITEM NO. 4 1 CHAIR KASSEKERT: Motion is made and 2 seconded. This is a roll call vote. 3 MR. NANCE: Commissioner Fedorko? 4 COMMISSIONER FEDORKO: Yes. 5 MR. NANCE: Commissioner Sommeling? 6 COMMISSIONER SOMMELING: Yes. 7 MR. NANCE: Vice Chair Epps? 8 VICE CHAIR EPPS: Yes. 9 MR. NANCE: Chair Kassekert? 10 CHAIR KASSEKERT: Yes. 11 MR. NANCE: The record will reflect that 12 the motion is unanimous. 13 MS. HUGHES: Thank you. 14 MR. NANCE: Item No. 4, stipulations of 15 settlement and consent agreements. When I call 16 your name, please come forward, stand behind 17 the center table so that you may be seen: 18 Dominic Zgliczynski, Jr., Michael Tarsitano, 19 Michael [sic] Verdell, Dennis Hardiman, Michael 20 Hollie, Joel Clements, and Clifton Harrell. 21 CHAIR KASSEKERT: I'm going to ask -- 22 has everybody been called -- has everyone come 23 forward that has been called? Okay. 24 I'm going to ask that you each state 25 your name for the record, starting with you, 16 ITEM NO. 4 1 sir. 2 MR. TARSITANO: My name is Michael, 3 middle initial A, Tarsitano. 4 CHAIR KASSEKERT: Thank you. 5 Sir? 6 MR. ZGLICZYNSKI: Dominic Zgliczynski, 7 Jr. 8 CHAIR KASSEKERT: Okay. In a moment 9 we're going to vote on the stipulations which 10 you've agreed to with the Division of Gaming 11 Enforcement. I'm going to ask at this point if 12 any of you wish to be heard on this matter. 13 You don't have to say anything if you don't 14 want to. 15 Does anyone wish to be heard? 16 MR. TARSITANO: No. 17 MR. ZGLICZYSNKI: No. 18 CHAIR KASSEKERT: Okay. 19 Mr. Biscieglia? 20 MR. BISCIEGLIA: Good morning, Chair and 21 Commissioners. 22 The Division has nothing further and ask 23 that the stipulations be accepted by you as 24 submitted. 25 CHAIR KASSEKERT: Thank you. 17 ITEM NO. 5 1 Any questions? 2 COMMISSIONER SOMMELING: No questions, 3 Madame Chair. 4 COMMISSIONER FEDORKO: Motion to grant 5 the stipulations. 6 VICE CHAIR EPPS: Second. 7 CHAIR KASSEKERT: The motion has been 8 made and seconded. All in favor? 9 (Ayes.) 10 CHAIR KASSEKERT: Opposed? 11 (No response.) 12 CHAIR KASSEKERT: Motion carries. 13 Thank you for coming. Good luck. 14 MR. TARSITANO: Thank you. 15 MR. ZGLICZYNSKI: Thank you. 16 MR. NANCE: Item No. 5, application for 17 suspension for Diego Alicea, Jr., and Josephina 18 Pisano. 19 Miss Frigen. 20 MS. FRIGEN: Good morning, Madame Chair, 21 Commissioners. 22 Mr. Alicea is present. I would ask him 23 to have a seat. 24 Also, with respect to Josephina Pisano, 25 I would just note for the record that we 18 ITEM NO. 5 1 received correspondence from her attorney 2 indicating they are not contesting the 3 suspension today. They've reserved the right 4 to have a final hearing on the complaint. So 5 she is not present. 6 Mr. Alicea is here. Maybe we'll take 7 his case first. And I would ask the Division 8 to go forward and provide you the basis for 9 which its seeking suspension. 10 CHAIR KASSEKERT: Thank you, 11 Mr. Biscieglia? 12 MR. BISCIEGLIA: Thank you, Chair. 13 On or about September 18th of 2005, the 14 Respondent was arrested by the New Jersey State 15 Police Casino Enforcement Bureau and charged 16 with computer theft, third degree, contrary to 17 NJSA 2:C-20-25. While working as a floor 18 person at the Borgata Hotel Casino & Spa, the 19 Respondent was observed on film falsely 20 inflating the rating of six different casino 21 patrons. These patrons were given a total of 22 $1,004 in complimentaries as a result of these 23 false ratings. 24 On January 12th, the Respondent was 25 accepted into the Atlantic County Pretrial 19 ITEM NO. 5 1 Intervention Program as a result of one count 2 accusation of computer theft. 3 Thank you. 4 CHAIR KASSEKERT: Thank you. 5 Any questions for Mr. Biscieglia? 6 COMMISSIONER SOMMELING: No questions, 7 Madame Chair. 8 CHAIR KASSEKERT: Mr. Alicea, is there 9 anything you'd like to say today? 10 MR. ALICEA: No. 11 CHAIR KASSEKERT: Okay. 12 Any questions? 13 COMMISSIONER SOMMELING: No questions, 14 Madame Chair. 15 VICE CHAIR EPPS: Motion to suspend the 16 credentials. 17 COMMISSIONER FEDORKO: Second. 18 CHAIR KASSEKERT: The motion has been 19 made and seconded. All in favor? 20 (Ayes.) 21 CHAIR KASSEKERT: Opposed? 22 (No response.) 23 CHAIR KASSEKERT: Motion carries. 24 MS. FRIGEN: And then we have the case 25 of Miss Pisano. 20 ITEM NO. 6 1 CHAIR KASSEKERT: Okay. 2 VICE CHAIR EPPS: Motion to suspend 3 credentials. 4 COMMISSIONER FEDORKO: Second. 5 CHAIR KASSEKERT: The motion has been 6 made and seconded. All in favor? 7 (Ayes.) 8 CHAIR KASSEKERT: Opposed? 9 (No response.) 10 CHAIR KASSEKERT: Motion carries. 11 MR. NANCE: Item No. 6, petition of 12 CareMark PCS Health, LP, for an exemption of 13 casino service industry licensure. 14 Miss Nagengast? 15 MS. NAGENGAST: Good morning, Chair, 16 Commissioners. 17 For your consideration is the petition 18 seeking exemption from non-gaming CSI 19 licensure. 20 Pat Madamba is here on behalf of the 21 Petitioner and Lou Rogacki on behalf of the 22 Division. 23 CHAIR KASSEKERT: Thank you. Good 24 morning. 25 MR. MADAMBA: Good morning, Madame 21 ITEM NO. 6 1 Chair. Patrick Madamba from the law office of 2 Fox Rothschild on behalf of CareMark PCS. 3 Our position is set forth in the 4 petition as well as the supporting papers, and 5 we simply ask that the relief be granted. We 6 believe that CareMark PCS satisfies the 7 criteria for an exemption under 92(c), and 8 unless you have any questions. 9 CHAIR KASSEKERT: Thank you. 10 Are there any questions at this point? 11 COMMISSIONER SOMMELING: I have no 12 questions, Madame Chair. 13 CHAIR KASSEKERT: Okay. Mr. Rogacki? 14 MR. ROGACKI: Good morning, Madame 15 Chair, Commissioners. 16 The Division filed letters in response 17 to the petition dated August 28th, 2007, and 18 December 8, 2008. I'll be happy to answer any 19 questions at this time. 20 CHAIR KASSEKERT: Thank you. 21 Any questions? 22 COMMISSIONER SOMMELING: No questions, 23 Madame Chair. 24 MS. NAGENGAST: Chair, Commissioners, I 25 would note that the Petitioners did originally 22 ITEM NO. 6 1 ask that Exhibit K be sealed. 2 CHAIR KASSEKERT: Any objection to the 3 sealing of Exhibit K, Mr. Rogacki? 4 MR. ROGACKI: No objection. 5 CHAIR KASSEKERT: Seeing none, we'll 6 seal Exhibit K. 7 (Conferring.) 8 CHAIR KASSEKERT: Sorry? 9 MS. NAGENGAST: He was clarifying what 10 that was. 11 CHAIR KASSEKERT: Okay. Did I get the 12 right exhibit? 13 MR. MADAMBA: Yeah. It's the summary of 14 litigation that goes beyond what's intended 15 today. 16 CHAIR KASSEKERT: Okay. Thank you. 17 Any questions? 18 COMMISSIONER SOMMELING: No questions, 19 Madame Chair. 20 Move to grant the petition of CareMark 21 PCS Health, LP, for an exemption from 22 non-gaming casino service industry licensure as 23 permitted by NJSA 5:12-92(c) and NJAC 24 19:51-1.13. 25 CHAIR KASSEKERT: Is there a second? 23 ITEM NO. 7 1 COMMISSIONER FEDORKO: Second. 2 VICE CHAIR EPPS: Second. 3 CHAIR KASSEKERT: The motion has been 4 made and seconded. All in favor? 5 (Ayes.) 6 CHAIR KASSEKERT: Opposed? 7 (No response.) 8 CHAIR KASSEKERT: The motion carries. 9 Thank you. 10 MR. NANCE: Item No. 7, petition of 11 Diamond Gaming, LLC, and Trump Taj Mahal 12 Associates for approval of a new wager in 13 "Diamond Roulette" pursuant to NJAC 19:47-8.4 14 and proposed republication of amendment to NJAC 15 19:46-1.7, 19:47-5.1 and 5.2. 16 Mr. Briliant? 17 MR. BRILIANT: Good morning, Madame 18 Chair and Commissioners. 19 On May 21st, 2008, the Commission 20 approved the game of "Diamond Roulette," which 21 is a variation of the authorized game of 22 roulette. This game continues to use the 23 roulette wagers but also permits additional 24 wagers on six different colored sections on the 25 roulette wheel. 24 ITEM NO. 7 1 The notice of temporary adoption, notice 2 of a proposal for the game was published in the 3 New Jersey Register on July 7th, 2008. No 4 comments were received from the public when the 5 public comment period expired on September 5th. 6 Excuse me. 7 In the interim, Diamond Roulette filed a 8 supplementary petition asking for additional 9 wagers, and what the staff decided to do was to 10 republish the proposal once the comment period 11 had expired. 12 I would also note that a test of the 13 game started on November 21st, I believe it is. 14 November 20th, 2008, at the Taj Mahal. And so 15 that is the position we're in today. 16 We're asking that the Commission go 17 ahead, approve the reproposal. The game can 18 continue to operate under the temporary 19 adoption until the second public comment period 20 closes, and then the Commission can decide what 21 they would like to do. 22 CHAIR KASSEKERT: Thank you. 23 Any questions for Mr. Briliant? 24 COMMISSIONER SOMMELING: I have no 25 questions. 25 ITEM NO. 8 1 COMMISSIONER FEDORKO: Motion to approve 2 the reproposal for publication. 3 VICE CHAIR EPPS: Second. 4 CHAIR KASSEKERT: The motion has been 5 made and seconded. All in favor? 6 (Ayes.) 7 CHAIR KASSEKERT: Opposed? 8 (No response.) 9 CHAIR KASSEKERT: Motion carries. 10 MR. NANCE: Item No. 8, proposed 11 publication and temporary adoption of amendment 12 concerning transfer of progressive slot 13 jackpot. 14 Mr. Briliant? 15 MR. BRILIANT: Commissioners, this is a 16 proposal which would clarify and streamline the 17 procedure for the transfer of a progressive 18 jackpot. We're suggesting that the matter be 19 published for public comment and also 20 temporarily adopted at this time. 21 Thank you. 22 CHAIR KASSEKERT: Thank you. 23 Any questions? 24 COMMISSIONER SOMMELING: No questions, 25 Madame Chair. 26 ITEM NO. 9 1 COMMISSIONER FEDORKO: Motion to approve 2 for publication and temporary adoption. 3 VICE CHAIR EPPS: Second. 4 CHAIR KASSEKERT: The motion has been 5 made and seconded. All in favor? 6 (Ayes.) 7 CHAIR KASSEKERT: Opposed? 8 (No response.) 9 CHAIR KASSEKERT: Motion carries. 10 MR. NANCE: Item No. 9, proposed 11 temporary adoption of amendments concerning 12 cashier-issued gaming vouchers. 13 Mr. Briliant? 14 MR. BRILIANT: Commissioners, this 15 proposal would permit a gaming voucher to be 16 issued at the cashier cage by a general cashier 17 or at a slot booth by a slot cashier in 18 exchange for cash and cash equivalent. A slot 19 counter check or a payment of a manual slot pay 20 out. And we are recommending only temporary 21 adoption at this time so that the entire 22 procedure and all the equipment can be tested. 23 CHAIR KASSEKERT: Any questions? 24 COMMISSIONER SOMMELING: I have no 25 questions. 27 ITEM NO. 10 1 COMMISSIONER EPPS: Move for temporary 2 adoption -- move that we approve this for 3 temporary adoption. 4 COMMISSIONER FEDORKO: Second. 5 CHAIR KASSEKERT: The motion has been 6 made and seconded. All in favor? 7 (Ayes.) 8 CHAIR KASSEKERT: Opposed? 9 (No response.) 10 CHAIR KASSEKERT: Motion carries. 11 MR. NANCE: Item No. 10, proposed 12 temporary adoption of amendments and proposed 13 new rule concerning multi-player slot machine 14 system. 15 Mr. Briliant? 16 MR. BRILIANT: Commissioners, this is 17 also a temporary adoption for a test of a 18 multi-player slot machine system. 19 CHAIR KASSEKERT: Any questions? 20 COMMISSIONER SOMMELING: I have no 21 questions. 22 COMMISSIONER FEDORKO: Approve for 23 temporary adoption. 24 COMMISSIONER SOMMELING: Second. 25 CHAIR KASSEKERT: The motion has been 28 ITEM NO. 11 1 made and seconded. All in favor? 2 (Ayes.) 3 CHAIR KASSEKERT: Opposed? 4 (No response.) 5 CHAIR KASSEKERT: Motion carries. 6 MR. BRILIANT: Thank you. 7 CHAIR KASSEKERT: Thank you. 8 MR. NANCE: Item No. 11, proposed 9 adoption of amendment concerning slot machine 10 tower light. 11 Mr. Moncrief? 12 MR. MONCRIEF: Madame Chair and members 13 of the Commission, before you is the proposed 14 adoption of amendments to NJAC 19:45-1.37B, 15 which amends the configuration of tower lights 16 on bar top and slant top slot machines. 17 The amendments were temporarily adopted 18 and proposed and published -- or approved for 19 publication on October 1st. The proposal was 20 published in the New Jersey Register on 21 November 3rd, 2008. No comments were received. 22 So before you is the permanent adoption of the 23 amendments. 24 CHAIR KASSEKERT: Thank you. 25 Any questions? 29 ITEM NO. 12 1 COMMISSIONER SOMMELING: No questions, 2 Madame Chair. 3 VICE CHAIR EPPS: Madame Chair, I move 4 that we adopt as published. 5 COMMISSIONER FEDORKO: Second. 6 CHAIR KASSEKERT: The motion has been 7 made and seconded. All in favor? 8 (Ayes.) 9 CHAIR KASSEKERT: Opposed? 10 (No response.) 11 CHAIR KASSEKERT: Motion carries. 12 MR. NANCE: Item No. 12, proposed 13 adoption of amendments concerning three card 14 poker wagering at three positions. 15 Mr. Moncrief? 16 MR. MONCRIEF: Madame Chair, members of 17 the Commission, before you is the proposed 18 adoption of amendment NJAC 19:47-20.6. It 19 amends the regulations for three card poker to 20 allow wagering by patrons simultaneously in 21 three positions as opposed to the former two 22 positions. 23 On October 1st the Commission approved 24 publication and temporarily adoption of the 25 amendments. They were also published on 30 ITEM NO. 13 1 November 3rd, 2008. 2 One comment was received from the 3 Division of Gaming Enforcement which said it 4 has no objection to the proposed amendments, so 5 they are now before you for adoption. 6 CHAIR KASSEKERT: Any questions? 7 COMMISSIONER SOMMELING: No. 8 COMMISSIONER FEDORKO: Motion to adopt 9 as published. 10 VICE CHAIR EPPS: Second. 11 COMMISSIONER SOMMELING: Second. 12 CHAIR KASSEKERT: The motion has been 13 made and seconded. All in favor? 14 (Ayes.) 15 CHAIR KASSEKERT: Opposed? 16 (No response.) 17 CHAIR KASSEKERT: Motion carries. 18 MR. NANCE: Item No. 13, proposed 19 publication and temporary adoption of amendment 20 to NJAC 19:46-1.13G, 19:47-16.6, and 21 19:47-16.7. 22 Mr. Moncrief? 23 MR. MONCRIEF: Madame Chair, members of 24 the Commission, before you is the proposed 25 temporary adoption of the publication of the 31 ITEM NO. 14 1 amendments to the regulations governing 2 Caribbean stud poker. What the amendments do 3 is allow for flexibility in the types of 4 devices that can be employed by casino 5 licensees to accept aggressive wagers at 6 Caribbean stud poker tables. Presently we are 7 asking that they be temporarily adopted and 8 also proposed for publication. 9 Thank you. 10 CHAIR KASSEKERT: Thank you. 11 Any questions? 12 COMMISSIONER SOMMELING: Madame Chair, 13 move for publication and temporary adoption. 14 VICE CHAIR EPPS: Second. 15 CHAIR KASSEKERT: The motion has been 16 made and seconded. All in favor? 17 (Ayes.) 18 CHAIR KASSEKERT: Opposed? 19 (No response.) 20 CHAIR KASSEKERT: Motion carries. 21 MR. MONCRIEF: Thank you. 22 CHAIR KASSEKERT: Thank you. 23 MR. NANCE: Item No. 14, consideration 24 of the application of the Trustee and 25 Conservator for the former casino licensee, 32 ITEM NO. 14 1 Adamar of New Jersey, Inc., for approval of 2 fees for the Conservator and Trustee, his 3 personal counsel, legal, and other consultants. 4 Miss Fauntleroy? 5 MS. FAUNTLEROY: Good morning, 6 Commissioners. 7 You have before you Item No. 14 which is 8 a request submitted by Justice Stein to approve 9 the fees submitted for various professionals, 10 including himself as Conservator. The invoice 11 period for each submitted is December 1 through 12 December 31st. And, respectively, they are for 13 Justice Stein's fees for that period, Pashman 14 Stein's fees for that period, Cole Schotz's 15 fees for that period, Debevoise & Plimpton's 16 fees for that period, and JH Cohn's fees for 17 that period. The billings were distributed. 18 We have here Sean Mack on behalf of 19 Justice Stein and Mary Jo Flaherty on behalf of 20 the Division. 21 CHAIR KASSEKERT: Thank you. 22 Good morning, Mr. Mack. 23 MR. MACK: Good morning, Chair, 24 Commissioners. 25 You have our invoices. I'm happy to 33 ITEM NO. 14 1 answer any questions on any of them. But I 2 would like to address one issue in particular. 3 We've flagged it when we submitted the bills. 4 It relates to the Debevoise invoice. 5 There's -- we saw it as soon as we saw 6 the bills, and we knew you would catch it as 7 well. There's a significant amount of time 8 that was billed during December for work 9 related to conflicts check. That work is not 10 run-of-the-mill conflicts check that a firm 11 would do upon being retained by any client. 12 It's a requirement of the bankruptcy code. 13 Rule 2014 requires all professionals of a 14 debtor to -- to research and to disclose any 15 connections they have with any creditors or any 16 interested parties of the bankruptcy estate. 17 Debevoise ran that search of their system to 18 find out among all of the creditors, and we 19 sent to Debevoise the list of people they 20 needed to check. It's about a 20-page list of 21 names of all the creditors of Adamar, all the 22 professionals involved. And that list 23 generated, I'm told, approximately 25 boxes 24 worth of hits in their system as to people that 25 they've been involved in litigations with, in 34 ITEM NO. 14 1 transactions with. And pursuant to the 2 bankruptcy code they were required to go 3 through that and thoroughly and honestly 4 disclose all of that -- those connections. 5 It's a lot of work. It's something the 6 bankruptcy code requires to be done. And I'm 7 told the purpose of it is to help the 8 bankruptcy process which is built on 9 transparency and openness and full disclosure 10 of all sorts of interests. 11 Obviously, the amount of time and money 12 was significantly higher than we expected, and 13 that was just the result of the amount of time 14 that had to be devoted to going through that 15 paperwork. When we saw the amount, we then 16 checked to see whether, you know, was there 17 some way we could go back to them to force them 18 to reduce it? We looked at the staffing that 19 they devoted to this. They used primarily 20 legal assistants who were billing at the lowest 21 rates at Debevoise. They used junior 22 associates to do most of the work. So we 23 couldn't really fault them for overstaffing 24 this, for using the wrong professionals for 25 those this work. 35 ITEM NO. 14 1 I'm here today to bring it to your 2 attention. It's work that had to be done. We 3 think they staffed it appropriately. We do 4 recognize that it's probably a lot more than 5 any of us were expecting to see for something 6 like that. 7 CHAIR KASSEKERT: Let me ask if there 8 are any questions for Mr. Mack before we hear 9 from Miss Flaherty? 10 COMMISSIONER FEDORKO: I do. 11 CHAIR KASSEKERT: Commissioner Fedorko? 12 COMMISSIONER FEDORKO: Mr. Mack, not 13 being an attorney -- and I say that with a 14 smile on my face. 15 (Laughter.) 16 COMMISSIONER FEDORKO: This is all 17 computer generated; correct? I mean, you don't 18 have assistants or attorneys or their staff 19 going through papers and looking through files. 20 It's all computer generated; right? 21 MR. MACK: There's -- the computer tech 22 types in, you know -- they take the schedule 23 and type in all the names that are on here, and 24 the computer then prints out all the hits. And 25 that then generates, you know, the 25 boxes 36 ITEM NO. 14 1 worth of hits. 2 COMMISSIONER FEDORKO: So where does the 3 time problem come in? 4 MR. MACK: The time problem comes in in 5 having a legal assistant go through this. You 6 know, transaction to buy and list this piece of 7 property involved this hedge fund. We 8 represented that hedge fund in some deal 9 unrelated to Tropicana Entertainment. They 10 then have to put a disclosure statement that 11 says hedge fund X related -- represented a 12 transaction unrelated to Tropicana 13 Entertainment. So somebody has to represent -- 14 Michael Blair is probably going to be the 15 person signing an affidavit submitted to the 16 bankruptcy court for the US Trustee people that 17 are going to review this saying, I've done this 18 work. My firm has done this work. And I can 19 represent to you honestly that we've done it 20 thoroughly. And these are all our connections. 21 And that's when the time comes in. 22 COMMISSIONER FEDORKO: Okay. Thank you. 23 CHAIR KASSEKERT: Any other questions at 24 this point before we move on? 25 COMMISSIONER SOMMELING: No questions, 37 ITEM NO. 14 1 Madame Chair. 2 CHAIR KASSEKERT: Commissioner Epps? 3 VICE CHAIR EPPS: I think 4 you addressed-- you actually went to my 5 question at the beginning, but I still -- I 6 guess I'll still ask it. 7 It seems that coming into it, a matter 8 like this knowing that the end result is 9 bankruptcy and being experienced in the 10 bankruptcy process, why then couldn't you -- 11 couldn't they have still anticipated a certain 12 degree of this work that would have to be done 13 even still in their normal conflict search? 14 Now, I know the point -- the distinction 15 you're going to make is they had to wait to get 16 the creditor list and go back and put that all 17 through. But it seems to me that there's a 18 certain amount of preliminary work or 19 preliminary process that could have been done 20 before we got to this point that maybe would -- 21 the blow would have lessened if it had happened 22 in trunks, you know what I mean? In truncheons 23 as opposed to -- it's just tough to swallow. 24 MR. MACK: It comes all at once. 25 VICE CHAIR EPPS: All at one point and 38 ITEM NO. 14 1 all at the end as your -- the company is kind 2 of cycling out of this billing process in this 3 engagement. It just smacks of let's get one 4 more shot at a payday. And, you know -- and I 5 could be very wrong, and that could not be the 6 case. And I understand your -- that it's a 7 laborious process. But you have to realize 8 that it really is difficult to -- to swallow at 9 this point. 10 MR. MACK: I can tell you, Commissioner, 11 you sound like the first conversation I had 12 with Justice Stein when he reviewed this bill. 13 Part of the reason for it is, you know, 14 when we started this process, we were pursuing 15 it as a purchase asset sale, which wouldn't 16 have involved this. And so if they had done 17 this work then, it would have been unnecessary. 18 Bankruptcy rules wouldn't have been triggered. 19 The other issue we have is, you know, as 20 we've seen, the players in this, with who the 21 bondholders are, who the bank holders are, who 22 the creditors are at the time of the bankruptcy 23 filing changes. So if you do it too soon, done 24 it back in June, a lot of that work would have 25 been wasted because effectively you'd have to 39 ITEM NO. 14 1 then update since -- anything that happened 2 since June. So it's a lot -- one big pill to 3 swallow now. But I wouldn't have wanted -- I 4 would have questioned them had they started 5 doing it sooner, because that would have just 6 meant they would have had to redo it all now, 7 anyway. So we would have paid for it then and 8 then again now. 9 VICE CHAIR EPPS: And real quick. Can 10 you tell Commissioner Fedorko that I sound like 11 a Supreme Court justice. 12 (Laughter.) 13 MR. MACK: I'll remind him. 14 CHAIR KASSEKERT: Miss Flaherty? 15 MS. FLAHERTY: Yes, Chair, 16 Commissioners. 17 We're at a point in the process where 18 these billings have been in the numbers of 19 millions of dollars. And looking at this 20 month's bills, we see that there have been 21 excessive amounts based on the bankruptcy 22 proceedings which the Division thought was a 23 priority, and I think both the regulatory 24 agencies were extremely responsive in terms of 25 the Justice's request in regard to the 40 ITEM NO. 14 1 bankruptcy. But we're now in a point where all 2 that work was done in December, and we still 3 don't have a bankruptcy. And because of that, 4 depending on when the bankruptcy occurs, 5 there's going to be additional amendments, 6 revisions, additions to whatever work has to be 7 done to the bankruptcy, which will be a -- you 8 know, an additional cost to Tropicana. 9 Now, with regard to the Debevoise & 10 Plimpton bills, we looked at them. And 301 11 hours of the 400 and approximately 30 hours 12 billed were based on the conflicts check. And 13 81,000 of the 167,000 in fees went to the 14 conflicts check. Now, as the Commission is 15 aware, the Division was very concerned with 16 Debevoise's continuation in this process. We 17 thought that Cole Schotz could perform this 18 work, was very able to perform the work. We 19 see the amount that Cole Schotz spent on their 20 conflict check, which was very minimal compared 21 to this. And we have to echo the concerns that 22 have been expressed by both Commissioner 23 Fedorko and Commissioner Epps. We have the 24 same feelings with respect to this. 25 And, in our view, if this was the case, 41 ITEM NO. 14 1 we think it was really incumbent on Debevoise 2 to come to the Justice, to come to the 3 Commission and say we've been asked to do this 4 as part of the bankruptcy. This is what it's 5 going to entail. We see that this is a long 6 check. It's going to be you know, you know, 7 close to a hundred thousand dollars. Because I 8 think if the regulatory agencies had been made 9 aware of that by Debevoise, by the Justice, it 10 might have given us even more poise [sic] in 11 terms of continuing Debevoise as the -- as the 12 purchase counsel. Because I think as their 13 role has been noted, when we get to the 14 bankruptcy, it's going to be very, very 15 minimal. And for that we're paying this almost 16 hundred thousand dollars extra. 17 And so we have these concerns. As we 18 have, you know, previously, we leave this 19 decision to the Commission. But we note that 20 these amounts seem to be very substantial. And 21 we think that it should have been brought to 22 our attention ahead of time before they were 23 incurred. 24 Thank you. 25 CHAIR KASSEKERT: Thank you. 42 ITEM NO. 14 1 Let me ask if there are any questions 2 from the Division? 3 Commissioner Epps? 4 VICE CHAIR EPPS: Not for the Division. 5 I have a -- beyond that issue, I have another 6 question for Sean. 7 The two new parties with respect to this 8 invoice or this billing motion or petition, 9 Cole Schotz and Cohn. They were kind of hefty 10 early on because they had to get up to speed 11 and there was a ramp up and all of those 12 things. Have we gotten to a point where all -- 13 the heavy lifting has been done, and we're 14 getting closer to a more reasonable process as 15 we go into bankruptcy? Or is it going to be an 16 acceleration again that we can anticipate? At 17 least for Cohn or -- 18 MR. MACK: They sort of go hand in hand. 19 VICE CHAIR EPPS: Okay. 20 MR. MACK: They both have -- Cohn did a 21 ton of work. 22 VICE CHAIR EPPS: Early on. Right. 23 MR. MACK: I mean, first week or so, 24 just we were under tremendous pressure at that 25 point. It looked like things were going to be 43 ITEM NO. 14 1 moving extremely fast, and they basically moved 2 into the casino for a couple of weeks to get 3 everything done to get us prepared. And we do 4 appreciate the Commission and the Division's 5 help in facilitating that process. 6 The work that JH Cohn needed to do and 7 Cole Schotz needed to do, the largest bulk of 8 the heavy lifting, as you say, has been 9 completed. When we get -- when we have the 10 completed purchase agreement, and we're about 11 to go -- to enter the 363 sale process, work 12 will need to be updated. We will need to 13 finish things, so you'll see another blip. But 14 January -- the first couple months, JH Cohn has 15 primarily just been working with the property 16 to maintain and improve their reporting, to 17 maintain the financial forecasting that they're 18 doing, and to improve the way that they've been 19 doing that with the Commission reporting to 20 this body. So I think January should be lower. 21 They'll be another turn-up going in. But the 22 heavy lifting, for the most part, has been 23 done. 24 VICE CHAIR EPPS: Okay. 25 CHAIR KASSEKERT: Any other questions? 44 ITEM NO. 14 1 Commissioner Fedorko? 2 VICE CHAIR EPPS: Well, I'll -- 3 CHAIR KASSEKERT: Sure. 4 VICE CHAIR EPPS: Madame Chair, I move 5 that we approve the following invoices: A, 6 Conservator Trustee Stein's for a period 7 December 1 through December 31, 2008; Pashman 8 Stein for the period December 1 through 9 December 31, 2008; Cole Schotz for the period 10 December 1 through December 31; JH Cohn for the 11 period December 1 through December 31, 2008; 12 and Debevoise & Plimpton for the period 13 December 1 through December 31, 2008, with the 14 exclusion of the work performed with respect to 15 the conflicts check until we can review that 16 portion further. So we're going to -- my 17 motion is to carve out that portion of billings 18 other -- 19 CHAIR KASSEKERT: Other than that. 20 VICE CHAIR EPPS: The balance of the 21 invoice to be paid. All subject to the 22 conditions imposed in Commission Resolution No. 23 08-06-04-15 and 08-06-18-21, including the 24 proceeding visions of daily cash schedules and 25 updated forecasts. 45 ITEM NO. 17 1 COMMISSIONER SOMMELING: Second. 2 CHAIR KASSEKERT: A motion has been made 3 and seconded. All in favor? 4 (Ayes.) 5 CHAIR KASSEKERT: Opposed? 6 (No response.) 7 CHAIR KASSEKERT: Motion carries. 8 And Mr. Mack, I -- again, we appreciate 9 the work that you have been doing with respect 10 to ensuring that there be as little extra, you 11 know, put on in terms of the legal bills, that 12 you are giving due diligence to this. And we 13 highly recommend you continue doing that as we 14 move forward in this process. 15 MR. MACK: We certainly will. 16 I'll follow up, I guess, with Mary Jo so 17 we can come to an agreement with what this 18 carve-out number is for this? 19 Does that make sense, Mary Jo? 20 MS. FLAHERTY: We'll work with Dianna 21 and Commission staff as well. 22 CHAIR KASSEKERT: Very good. Thank you. 23 MR. NANCE: Item No. 17, notices of 24 motion -- oh, excuse me, for your 25 consideration, Item No. 17, notice of motion 46 ITEM NO. 17 1 seeking to leave to intervene or participate a 2 Group of 27 Long Service Employees, the 3 Official Committee of Unsecured Creditors, and 4 the Steering Committee. 5 Miss Richardson? 6 MS. RICHARDSON: Good morning, Chair and 7 Commissioners. 8 If counsel would please enter their 9 appearance for the Commission. 10 MS. SAINT-ANTOINE: Good morning. I'm 11 Susan Saint-Antoine, an attorney with Console 12 law offices, representing the Group of 27 Long 13 Service Employees. 14 MR. MADAMBA: Patrick Madamba, Fox 15 Rothschild, representing the Official Committee 16 of Unsecured Lenders of Tropicana 17 Entertainment. Good morning. 18 MR. BROOKS: Good morning, Madame Chair, 19 members of the Commission. Gil Brooks, firm of 20 Wolf Block, representing the Secured Lenders. 21 MR. FOGARTY: And good morning. James 22 Fogarty, Deputy Attorney General, representing 23 the Division of Gaming on the issue of 24 participation and intervention in this matter. 25 CHAIR KASSEKERT: Thank you. Good 47 ITEM NO. 17 1 morning, everyone. 2 Before us for consideration today are 3 three motions seeking permission to intervene 4 or participate in matters related to the sale 5 of property of the former casino licensee, 6 Adamar of New Jersey, Inc., by retired Justice 7 Gary S. Stein, in his capacity as Trustee and 8 Conservator. We will consider each motion 9 separately. 10 The first motion to be considered is 11 filed by a group of 27 individuals formerly 12 employed by Adamar who allege they were 13 wrongfully terminated. This Group of 27 14 Employees seeks to intervene or alternatively 15 participate in the proceedings regarding 16 authorization the Commission may grant for 17 Justice Stein to file bankruptcy on behalf of 18 Adamar, as well as any other -- any proceedings 19 relating to the sale of the property. 20 The remaining two motions to be 21 considered are filed by the Steering Committee 22 of Secured Lenders and the Official Committee 23 of Unsecured Creditors. While the Steering 24 Committee and Official Committee represent 25 different classes of creditors of Adamar, both 48 ITEM NO. 17 1 committees seek to intervene or alternatively 2 participate in Justice Stein's petition to 3 extend the period in which to sell Adamar's 4 assets. 5 We will first hear and decide the Group 6 of 27 Employees' intervention and participation 7 motion, followed by the consideration of the 8 Official Committee's motion, and then, last, 9 the motion of the Steering Committee. 10 Ma'am? 11 MS. SAINT-ANTOINE: Thank you very much, 12 and thank you for considering our motion. 13 CHAIR KASSEKERT: Let me just -- I have 14 a couple of introductory remarks to make, so 15 just let me continue. 16 MS. SAINT-ANTOINE: Oh. 17 CHAIR KASSEKERT: And then -- turning 18 then to the argument on the employees -- 19 because I have a couple of cautionary remarks 20 to make. 21 Turning first then to the argument on 22 the employees' motion, I would remind Counsel 23 not to stray into areas that would -- the Group 24 of 27 would present if it were allowed to 25 intervene or participate. 49 ITEM NO. 17 1 And now you can proceed. 2 MS. SAINT-ANTOINE: Thank you. 3 And that's my understanding, that you're 4 not considering what we would actually be 5 asking. We're only asking at this point 6 permission to be heard and to be considered and 7 that the Commission consider the interests of 8 these 27 long-service employees. 9 The individuals we represent were 10 largely there from day one when the Tropicana 11 opened. Most of them were there for more than 12 20 years. They were terminated in connection 13 with the mass layoffs that occurred upon the 14 acquisition by William Yung and Columbia Sussex 15 and his companies. We've been pursuing claims 16 on their behalf for age discrimination, and 17 we're concerned that their interest be 18 considered before the Commission takes any 19 action regarding the disposition of the 20 property. 21 I think it's been recognized in the 22 papers that have been filed that these 23 employees -- former employees have a 24 significant interest in the outcome. It's 25 going to affect their claims which we think are 50 ITEM NO. 17 1 very significant and serious and valuable. 2 Our interests, I believe, are different 3 from the other parties who have sought to 4 intervene. We are not like the other 5 creditors. Our clients, these long-service 6 employees, didn't assess the risks of a 7 situation and voluntarily enter into a 8 commercial transaction with Yung and his 9 affiliated companies. They were there at 10 Tropicana largely since 1981, and it's not a 11 commercial transaction at stake here. It's 12 their livelihood. Many of our clients have 13 been unable even to find employment, so we're 14 not talking about a voluntary commercial 15 transaction whereby the parties could assess 16 the risk and voluntarily enter into a 17 commercial transaction. So we think that we 18 are different, our interests are different. 19 We also think that by allowing us to be 20 heard and to be considered, we won't cause any 21 undue delay or confusion. And I want to point 22 out on this point one of the papers suggests 23 that we're asking the Commission to make a 24 determination as to the merits of our cases, 25 that that's not the case. We're not asking the 51 ITEM NO. 17 1 Commission to actually determine the age 2 discrimination claims. We're only asking at 3 this point to be heard, to be considered so 4 that we can make the argument that they should 5 be allowed their day in court and be permitted 6 an adequate remedy. 7 I would also like to just briefly point 8 out that one of the points made in opposition 9 to our motion asserts that we still can pursue 10 our actions against Columbia Sussex and TCR, 11 and I want the Commission to know that in the 12 district courts and the state court, Columbia 13 and TCR have asserted vigorously that they were 14 not the employer of our clients, and they have 15 denied liability on that basis, that they did 16 not -- Yung and his affiliated companies were 17 not controlling and running the casino so they 18 would not be considered employers for purposes 19 of the discrimination laws. 20 So I wanted to make that clear because 21 it seems like, you know, you've heard, I think, 22 a lot of testimony regarding their involvement. 23 You're well aware of their involvement. Yet at 24 the same time, they are defending against these 25 claims saying that it was not them, that it was 52 ITEM NO. 17 1 just Adamar. So we're concerned that we be 2 given the opportunity to be heard and that you 3 consider the interests of these 27 employees 4 who have been there largely since 1981. 5 CHAIR KASSEKERT: Thank you. 6 MS. SAINT-ANTOINE: Thank you. 7 CHAIR KASSEKERT: Let me ask before we 8 hear from Mr. Mack representing the Conservator 9 and Trustee and the Division if there are any 10 questions. 11 VICE CHAIR EPPS: I'll wait. 12 CHAIR KASSEKERT: You'll wait? 13 Any questions? 14 COMMISSIONER SOMMELING: No questions, 15 Madame Chair. 16 CHAIR KASSEKERT: Mr. Mack? 17 MR. MACK: Thank you, Chair and 18 Commissioners. 19 You have -- we've submitted our 20 response, and we've read the report of the 21 Division. We're in agreement with the 22 positions set form in the Division's report. 23 And just briefly, the Trustee/ 24 Conservator's position is that this particular 25 petition to participate or intervene we think 53 ITEM NO. 17 1 should be denied because we do not think that 2 the issues that they seek to pursue would add 3 measurably or constructively to the issues that 4 this Commission must focus on. One of the 5 issues they seek to address is really better 6 presented to a bankruptcy court, and that's the 7 question of whether the automatic stay should 8 be lifted as to their clients. And we don't 9 think that adds constructively to the hearing 10 that this Commission is going to have to 11 consider with our sale process. 12 And the other main issue they seek to 13 address is effectively to elevate their 14 clients, who are litigation claimants, to the 15 position of effectively prejudgment attachments 16 on the sale's proceeds. And we don't think 17 getting into that sort of discussion would add 18 measurably to the sale consideration hearing, 19 and it might also invite other litigation 20 claimants to seek the same of relief. And we 21 certainly don't want to open up the door to 22 further petitions like this. 23 I'll answer any questions if you have 24 any. 25 CHAIR KASSEKERT: Thank you. 54 ITEM NO. 17 1 Shall we hear in the Division and 2 then -- 3 Mr. Fogarty? 4 MR. FOGARTY: Thank you. 5 The Division opposes either intervention 6 or participation by the Group of 27, by this 7 Group of 27. We filed a writing to that effect 8 dated January 9, 2008, [sic] authored by Deputy 9 Attorney General Turi. Essentially -- well, 10 the reasons are set forth in detail in that 11 letter. But, essentially, we believe there is 12 relief that these -- this Group of 27 can get 13 elsewhere, and it is not really the bailiwick 14 of this Commission nor it addresses the issue 15 for why they seek to intervene, that is, to 16 extend a sale period. 17 As to Counsel's remark about the 18 position of the Defendants, that they weren't 19 the employers of the Group of 27, well, I'm not 20 so sure that that's a determination you all can 21 make here that would affect what's going to 22 happen in those other forums. Those other 23 forums will make that determination as to 24 whether or not the claim that they weren't the 25 employer is true or not. 55 ITEM NO. 17 1 And so for those reasons, we would ask 2 that you not grant participation nor 3 intervention to the Group of 27. 4 CHAIR KASSEKERT: Thank you. 5 Let me -- before we hear rebuttal 6 arguments, let me ask if the Commissioners have 7 any questions. 8 VICE CHAIR EPPS: I have a question. 9 The first question is, I'm still not 10 clear. I heard your argument, but I'm not 11 clear how participation here helps your client 12 in your case that you're seeking to perfect. 13 MS. SAINT-ANTOINE: It doesn't. And 14 that was the comment I was hoping to make. 15 We're not asking the Commission to make any 16 determination with regard to whether or not 17 Columbia or TCR acted as an employer. I make 18 that remark to comment that we -- our relief, 19 if their position is accepted, would be 20 effectively denied. We're not asking for any 21 determinations with regard to the merits of our 22 claim from the Commission, with regard to the 23 status as employers of any of the entities. 24 All we're asking at this point is that we be 25 permitted to be heard, that you consider the 56 ITEM NO. 17 1 interests of these workers who were terminated 2 because of their age when William Yung came in, 3 did these mass terminations. That before there 4 is a proceeding with regard to Adamar that 5 possibly might distinguish -- extinguish their 6 claims that their interests at least be 7 considered. 8 VICE CHAIR EPPS: I guess my problem is 9 I don't see how participation here helps your 10 client, nor do I see how your clients' 11 participation here impacts or facilitates the 12 process that we're looking to advance. So 13 seeing neither of those outcomes, I don't 14 understand why we would engage in a process of 15 participation that doesn't help the process 16 along, and it would only seek to draw it out 17 and cause -- 18 MS. SAINT-ANTOINE: Well, it helps 19 our -- if I may, it help our client, not 20 substantive merits of their claims. It helps 21 our clients just to be permitted to be heard on 22 their claims. We're asking -- it's my 23 understanding that the actual proceeding that 24 this disposition of property and Adamar has not 25 been determined. It's also my understanding if 57 ITEM NO. 17 1 Adamar -- if Justice Stein proceeds to put 2 Adamar into bankruptcy and there's a 363 sale, 3 that that would discharge our clients' claims 4 against Adamar. 5 So they would be helped, certainly, if 6 the Commission would consider an alternative to 7 that? It's my understanding that the 8 Conservator can fashion a sale basically with 9 whatever terms are appropriate. And the 10 Commission should consider that, should 11 consider perhaps carving an exception, perhaps 12 setting aside a certain amount of the sale 13 price, consider a variety of things that we 14 would like to at least be heard on. So it 15 helps them in that way. Not on the substantive 16 merits of the claim but just on the opportunity 17 to be heard before something proceeds and their 18 claims are effectively extinguished. 19 VICE CHAIR EPPS: Well, once this matter 20 goes to the bankruptcy court, isn't it out of 21 our hands and the bankruptcy court's 22 determination as to how the process moves 23 forward at that point? 24 MS. SAINT-ANTOINE: Well, if I may, I 25 think you can have your say even before it 58 ITEM NO. 17 1 moves into the bankruptcy court. There's no 2 reason that a purchase agreement can't be 3 fashioned to contemplate an exception for the 4 purchasing company with regard to any 5 contingent liability of our clients. 6 It's my understanding and -- and I -- 7 candidly, this is not all crystal clear to me, 8 the procedures of what's going to happen here. 9 But we think that the Conservator has the 10 discretion and the authority to consider doing 11 something that takes into account the very 12 different interests of our clients. And that 13 the Commission is authorized to do so as well, 14 to look at a purchase agreement that addresses 15 the issue of success or liability. And we're 16 asking, really, just to be permitted to make 17 the arguments that we normally would, that a 18 purchasing company should be liable as a 19 successor and not be cut off at this point. 20 These employees, really, when Bill Yung came 21 in, he terminated them based on their age in 22 connection with these mass layoffs, and now 23 they're really going to get the short end of 24 the stick again if these other -- in the 25 bankruptcy proceedings. 59 ITEM NO. 17 1 CHAIR KASSEKERT: With all due respect, 2 I think you're now stepping on the argument you 3 would be making if you were allowed -- if we 4 granted participation, so I don't want to -- 5 MS. SAINT-ANTOINE: Okay. 6 CHAIR KASSEKERT: -- cause a problem. 7 Commissioner Sommeling? 8 COMMISSIONER SOMMELING: The question I 9 have is, are you seeking a remedy from this 10 Commission with regard to the claims by your 11 clients that would be held in abeyance and 12 resolved in the bankruptcy court? 13 MS. SAINT-ANTOINE: No. 14 COMMISSIONER SOMMELING: Down the road? 15 MS. SAINT-ANTOINE: We're not. I 16 mean -- 17 COMMISSIONER SOMMELING: Are you trying 18 to get that on the record? We take some 19 position with respect to what you're claimants 20 claim? I mean, is that -- 21 MS. SAINT-ANTOINE: No. We -- 22 COMMISSIONER SOMMELING: Because you 23 seem to be moving that way. 24 MS. SAINT-ANTOINE: No. And I'm sorry 25 if I'm not being clear. We're not asking the 60 ITEM NO. 17 1 Commission to make any kind of determination 2 about the validity of our age discrimination 3 claim. We're not asking that. And that's why 4 I think we wouldn't cause any confusion or 5 delay. All we're asking is that their 6 interests be considered before the Commission 7 moves forward on permitting it to go into 8 bankruptcy, perhaps. Final -- approve the 9 final agreement. 10 We just want to be heard. We just want 11 the chance to be heard before things move 12 forward when ultimately what possibly could 13 happen is that we're denied, really, our day in 14 court. 15 COMMISSIONER SOMMELING: Thank you. 16 No further questions. 17 CHAIR KASSEKERT: Let me ask if Mr. Mack 18 or Mr. Fogarty have any additional comments or 19 want to respond? 20 MR. MACK: Just very briefly. 21 In response to your question, I think 22 the answer actually is yes. What they're 23 actually asking to do is to say that there is a 24 sufficient level of validity to their claim, 25 that their litigation claim, which hasn't been 61 ITEM NO. 17 1 adjudicated yet, should be elevated to a level, 2 given a preference that it has to be assumed by 3 the subsequent buyer. In order to do that, you 4 would have to -- in order for us to explain to 5 Mr. Cordish or someone else why this term would 6 have to be in there, it would have to be 7 because this Commission found there was 8 validity in that claim, which then imposes the 9 obligation on the Trustee to command that claim 10 and that preference be put into the purchase 11 agreement, and who knows how that affects the 12 purchase price? 13 CHAIR KASSEKERT: And does that not set 14 a precedent as well? 15 MR. MACK: If I was some other 16 litigation claimant, I would be until here 17 tomorrow asking to have their day here so they, 18 too, could compel Mr. Cordish or whichever the 19 buyer is to assume their obligation as well. 20 COMMISSIONER SOMMELING: Thank you. 21 MS. SAINT-ANTOINE: And if I may, just 22 briefly. 23 We're not asking that yet. I agree -- I 24 mean, that is what we ultimately will be 25 asking. But at this point we're just asking to 62 ITEM NO. 17 1 be permitted even to make the argument to you 2 that we should be considered in that way. 3 CHAIR KASSEKERT: Commissioner Fedorko? 4 COMMISSIONER FEDORKO: But isn't this -- 5 again, maybe I'm wrong, but isn't the central 6 issue here who the employer was? And if it is, 7 that's not something were we're going to 8 determine. 9 MS. SAINT-ANTOINE: No. I respectfully 10 disagree. That's not the central issue here. 11 I raise that only to highlight the possibility 12 that our clients, these 27 long-service 13 employees, will be left without a remedy 14 because Columbia and TCR have taken the 15 position in another forum in litigation that 16 they were not the employer. They vigorously 17 denied liability on that basis. So I'm just -- 18 I'm only addressing the argument that, well, 19 you can proceeding against Columbia and TCR on 20 your claims, that you'll have a remedy. And I 21 just want the Commission not to make a 22 determination on that point, just to understand 23 that these companies are taking that position, 24 and these long-service employees may 25 effectively be left without any kind of remedy 63 ITEM NO. 17 1 for what happened to them, for being terminated 2 after 25 years because of their age. 3 COMMISSIONER FEDORKO: Mr. Fogarty, is 4 that a central issue? Who they work for? 5 MR. FOGARTY: I think the central issue 6 is, quite frankly, that this Group of 27 wants 7 to get some sort of sounding out of this 8 Commission that will benefit whatever their 9 cause is. And their cause may be legitimate. 10 Please, you know, no one should take that I 11 don't think it is. I know nothing about it. 12 COMMISSIONER FEDORKO: Right. 13 MR. FOGARTY: My only point is that this 14 is the inappropriate forum to be doing that -- 15 COMMISSIONER FEDORKO: Right. 16 MR. FOGARTY: -- kind of thing. The 17 relief that these Petitioners -- this Movant 18 seeks, they can get either in a bankruptcy 19 court by that court's rules, by that court's 20 procedures, before the EEOC, by that 21 Commission, by that body's rules and whatever. 22 Not before this Commission. And beyond that, 23 I'm -- I'm simply going to rest on what I said 24 before, is that our position is that we oppose 25 both participation and intervention. 64 ITEM NO. 17 1 You know, having the opportunity to be 2 heard sounds great in its own theoretical 3 concept, but it makes no sense until you look 4 at, well, what point is it that you want to be 5 heard about? And we've heard these points that 6 they're trying to make. And I think that that 7 goes, quite frankly, to how inappropriate it is 8 to grant them the intervention and 9 participation in this proceedings. 10 MS. SAINT-ANTOINE: And if I may -- 11 COMMISSIONER FEDORKO: All right. 12 MS. SAINT-ANTOINE: I would say the 13 opposite, really. What we're really asking is 14 that -- we're saying we can't get relief. We 15 can't even be heard. We can't have the 16 opportunity to have relief if the Commission 17 goes forward, proceeds, puts this into a 18 bankruptcy sale because, in effect, as a 19 practical matter, any recovery there would 20 be -- I believe, two cents on the dollar. 21 CHAIR KASSEKERT: Let me ask if there 22 are any -- 23 COMMISSION SOMMELING: Yeah. Chair, I 24 just have one last thing. 25 CHAIR KASSEKERT: Commissioner, sure. 65 ITEM NO. 17 1 COMMISSIONER SOMMELING: In terms of 2 your clients -- 3 MS. SAINT-ANTOINE: Yes. 4 COMMISSIONER SOMMELING: -- have you 5 already moved DOC or state courts of New Jersey 6 or the federal district court? Are those 7 procedures in process? 8 MS. SAINT-ANTOINE: Yes. 9 COMMISSIONER SOMMELING: On behalf of 10 your clients? 11 MS. SAINT-ANTOINE: We filed suit on 12 behalf of 23 of them, and the four remaining, 13 we're waiting for a right to sue from the EEOC. 14 COMMISSIONER SOMMELING: All right. 15 MS. SAINT-ANTOINE: So we really just 16 want to proceed with our litigation against the 17 Defendants. And what we're asking, really, is 18 before the Commission takes any action that 19 would effectively deny us our relief -- not 20 give us relief. But before they deny us 21 relief, that we at least be heard. 22 COMMISSIONER SOMMELING: Thank you, 23 Chair. 24 MS. SAINT-ANTOINE: Thank you. 25 COMMISSIONER SOMMELING: I have no more 66 ITEM NO. 17 1 questions. Thank you. 2 MS. SAINT-ANTOINE: Thank you. 3 CHAIR KASSEKERT: Commissioner Epps? 4 VICE CHAIR EPPS: I mean, I guess -- I'm 5 sure it's time to wrap this up, you know. But 6 my concern is that I still haven't heard how 7 allowing what you seek will constructively add 8 to the item that's currently before us for 9 consideration, so I'm -- I just don't see -- 10 MS. SAINT-ANTOINE: Okay. Do you mean a 11 petition for extension of the period? 12 VICE CHAIR EPPS: Well, that's the item 13 that you're seeking to intervene on right now. 14 MS. SAINT-ANTOINE: Our item that we're 15 seeking to intervene on now -- and, again, I'm 16 sorry if there's confusion -- is just in 17 general to be heard on the ultimate proceedings 18 regarding the disposition. 19 VICE CHAIR EPPS: Well -- and Counsel 20 can weigh in as to -- but the problem is 21 currently before us, the only motion that we 22 have is the motion to extend the sale period. 23 So an intervention here doesn't facilitate or 24 aid in the process that we're in the deliberate 25 process of engaging in today. 67 ITEM NO. 17 1 MS. SAINT-ANTOINE: And I'm -- 2 VICE CHAIR EPPS: So maybe there's a 3 later time for you to come back with an 4 intervention motion, but I don't see it today. 5 MS. SAINT-ANTOINE: Well, if we could do 6 that, I would appreciate it. We filed our 7 motion promptly when we learned that the 8 possibility that the Conservator might seek 9 permission from the Chair to file for 10 bankruptcy on an emergency basis. We didn't 11 know when that was coming, and we wanted to 12 make sure that we were heard before that. So 13 it wasn't too late. So I might be premature on 14 this particular matter, and if I am, I 15 apologize and would ask that we be permitted to 16 make our argument again at the appropriate 17 time. 18 MS. RICHARDSON: Commissioner -- I'm 19 sorry. 20 Commissioner Epps, Miss Saint-Antoine is 21 correct that generically the petition does ask 22 to intervene or participate in matters 23 pertaining to the sale because the item that's 24 on the agenda for today is the first item 25 related to the sale in this matter. It was 68 ITEM NO. 17 1 appropriate to put it on agenda. 2 CHAIR KASSEKERT: Would it be 3 appropriate for them to come back and make 4 their argument again, file another petition at 5 a later time? Or -- 6 MS. RICHARDSON: It seems so. I believe 7 the Commission could dispose of the matter 8 today, depending on your views on it. But it 9 would be appropriate for a refiling if you 10 would prefer to address it that way. 11 CHAIR KASSEKERT: Okay. 12 COMMISSIONER SOMMELING: Madame Chair, 13 take a recess. 14 CHAIR KASSEKERT: You want -- 15 Mr. Fogarty? 16 MR. FOGARTY: If I may. 17 CHAIR KASSEKERT: Sure. 18 MR. FOGARTY: While I understand 19 technically, yes, we're here for an extension 20 of time for the Trustee, with all due respect, 21 one can't really analyze, consider a party's 22 participation or intervention without getting 23 the reasons why they think they ought to be 24 able to participate or intervene. 25 CHAIR KASSEKERT: Uh-hum. 69 ITEM NO. 17 1 MR. FOGARTY: When we consider the 2 creditors of the secured and the unsecured, you 3 all did that. Whether you did it overtly or 4 whether it was a simply part of the reasoning 5 that convinced your head, well, that's why they 6 should be participants because they have a say 7 as to what's going to come down the road, not 8 just on a technical matter of do we extend a 9 period of sale from this point to that point. 10 Well, the same here. That even though 11 technically we're here for an extension, and 12 you could, I presume, carry this Group of 27's 13 motion to some future point in time, I would 14 say to you, quite frankly, it's a waste of 15 time. And at least from our perspective, we 16 will be here at that point in time taking this 17 same position for the very same reasons. 18 CHAIR KASSEKERT: Uh-hum. 19 VICE CHAIR EPPS: Right. 20 MR. FOGARTY: And so the choice is up to 21 you as to how you do that. And -- but my only 22 point here is that you can't look at this stuff 23 in just, you know, some -- a bunch of three or 24 four words. I mean, the context here is that 25 this group seeks to get from you all some sort 70 ITEM NO. 17 1 of opportunity to be heard, some sort of 2 ability to voice their concerns, which I 3 reiterate they can do in other proper forums, 4 not here; and, hence, they will delay and 5 confuse the proceedings here whether strictly 6 this one about moving a date forward or down 7 the road -- 8 VICE CHAIR EPPS: Ultimately. 9 MR. FOGARTY: -- as to whether or not a 10 purchase agreement is proper. Or is 11 sufficient. Or should have other bells and 12 whistles in it that satisfy the Group of 27. I 13 don't think so. 14 MS. SAINT-ANTOINE: If we don't do it 15 here, it will be too late. It will be too 16 late. And I ask you why not here? Why not 17 consider the interests of these employees who 18 put collectively about 500 years of service 19 into the Tropicana? Why not? If you defer, if 20 you just allow it to proceed, then it's too 21 late. Then effectively you will have made your 22 decision that we will not get the opportunity 23 to be heard in these other forums. 24 CHAIR KASSEKERT: Well, I don't think we 25 can defer. I agree with Mr. Fogarty's argument 71 ITEM NO. 17 1 that it's -- this is not -- this is just not, 2 in my understanding, the appropriate forum to 3 do it. You know, I mean, and I do think it 4 would open the floodgates to other 5 participation. You know, if we considered 6 everybody down the line, we would be here for 7 years and years working on this. So, 8 unfortunately, I don't think I can agree with 9 your argument having met the standards. 10 Let me ask if there are any other 11 questions at this point? 12 COMMISSIONER SOMMELING: No more 13 questions, Madame Chair. 14 CHAIR KASSEKERT: Anything else? 15 Okay. Thank you. 16 MS. SAINT-ANTOINE: Thank you for 17 considering. 18 CHAIR KASSEKERT: Surely. 19 Counsel, in their oral presentations and 20 written submissions correctly set forth the 21 standards under our regulations and the Uniform 22 Administrative Procedure Rules that apply to 23 our consideration of the Group of 27 Employees' 24 motions to intervene or participate. The 25 employees do not contend that they have a 72 ITEM NO. 17 1 statutory right to intervene so that a 2 determination on its motion is left to our 3 sound discretion, consistent with 4 Administrative Procedure Rules. 5 The Division opposes the intervention 6 request as well as the employees' participation 7 to which the Commission gives due 8 consideration. Justice Stein also opposes both 9 intervention and participation. 10 The employees have not demonstrated that 11 authorization for Adamar to file bankruptcy or 12 the outcome of the sale process for the 13 property of Adamar will have the requisite 14 substantial specific and direct effect on them 15 to merit intervention. With regard to Justice 16 Stein's anticipated bankruptcy filing on behalf 17 of Adamar, the employees' request that the 18 Commission impose conditions on that filing, 19 specifically, the employees want Justice Stein 20 to consent to relief from the automatic stay to 21 allow their state and federal employment 22 discrimination cases to proceed. And with 23 regards to the anticipated sale of the assets 24 of Adamar, the employees want Justice Stein to 25 obtain Commission approval before entering into 73 ITEM NO. 17 1 any sale agreement and request that the 2 Commission only approve a sale that requires a 3 purchaser to assume liability for the 4 employees' discrimination claims. Because the 5 federal bankruptcy code controls the scope of 6 the automatic stay and whether litigation may 7 proceed, this Commission should not impose a 8 requirement that Justice Stein consent to stay 9 relief as to the employees. The employees' 10 request is properly addressed to a bankruptcy 11 court at the appropriate time when a bankruptcy 12 has been filed. 13 Moreover, even though the Commission 14 could instruct Justice Stein to so consent to 15 stay relief, such action could be viewed as 16 contrary to the Conservator's duty under 17 Section 130.2A to conserve and preserve the 18 assets of the former licensee. It is apparent 19 from Justice Stein's opposition that he will 20 submit any proposed sale agreement to the 21 Commission for approval so the employees' 22 requested requirement is not necessary. 23 In any event, the employees do not have 24 standing under the Act to request that Justice 25 Stein seek approval of the sale agreement. 74 ITEM NO. 17 1 Under NJSA 5:12-130.2, a summary review by the 2 Commission of a proposed sale may be requested 3 only by the former licensee. 4 Further, the Movant seemingly seek a 5 requirement that a purchaser of the assets of 6 Adamar agree to assume payment of the potential 7 employment discrimination claims to the 8 exclusion of all other creditors who may have 9 claims. However, Section 130.4, on which 10 Petitioners rely, refers to the Commission 11 exercising discretion to require a potential 12 purchaser to assume all the outstanding debts 13 of the former license, which is contrary to the 14 employees' suggestion that their arguable debt 15 might be selectively assumed. 16 While employment discrimination is 17 certainly a concern of this Commission pursuant 18 to the Act, the employees' claims are being 19 heard in their chosen state and federal forums, 20 and it's proper for determinations of those 21 claims to be made in those courts, not here. 22 Further, federal bankruptcy law, not the 23 Casino Control Act, governs the treatment of 24 any potential claims for payment that those 25 employees may assert in Adamar's anticipated 75 ITEM NO. 17 1 bankruptcy filing. As for adding measurably 2 and constructively to the scope of the case, 3 the employees argue that other creditors and 4 Justice Stein are interested only in maximizing 5 the value of Adamar's assets, and not in the 6 vast and personal alleged damages of the 7 employees. However, as we have noted, it is 8 not for this Commission to determine the 9 validity of the employees' claims. Similarly, 10 it is not within the Commission's purview to 11 make determinations regarding the priority or 12 other treatment of those claims within the 13 bankruptcy. 14 Accordingly, there is an absence of the 15 substantial, specific, and direct effect on the 16 employees' interest so that their intervention 17 request should be denied as unlikely to add 18 measurably and constructively to the scope of 19 this matter. 20 Further, in assessing other items that 21 appropriately bear on the Commission's 22 consideration of the pending intervention 23 request, it is significant that the branch of 24 the State Attorney General's Office that is 25 charged with enforcing the Casino Control Act 76 ITEM NO. 17 1 opposes the employees' motion as to both 2 intervention and participation. 3 Unlike intervention where the Movant 4 must have an interest that is substantially, 5 specifically, and directly effected by a 6 proceeding's outcome, the proposed participant 7 needs to show a significant interest in that 8 outcome that is likely to add constructively to 9 the case without causing undue delay or 10 confusion. 11 As with intervention, the employees' 12 request for participation concerns recovery on 13 their claims and treatment of those claims in 14 bankruptcy, and those concerns are not properly 15 addressed in this forum. The employees' 16 discrimination claims must be addressed within 17 their state and federal court lawsuits or in 18 the bankruptcy court. The validity see of the 19 employees' claims have not been established, so 20 the Act infers no special status on the 21 employees as claimants. A sale under Section 22 130.2C is subject "only to the valid liens, 23 claims, and encumbrances." 24 If the employees' motion to participate 25 was granted, the Commission would be 77 ITEM NO. 17 1 insinuating itself in litigation between 2 private parties without any clear purpose being 3 served under the Casino Control Act. 4 Since the relief of the employees' -- 5 since the relief that the employees seek is 6 improperly addressed in this forum, I would 7 move to deny the employees' request for 8 intervention or participation. 9 Is there a second? 10 VICE CHAIR EPPS: Second. 11 COMMISSIONER SOMMELING: Second. 12 CHAIR KASSEKERT: A motion is made and 13 seconded. This is a roll call vote or just a 14 normal majority vote? 15 MS. FAUNTLEROY: Normal vote. 16 CHAIR KASSEKERT: Normal vote. Okay. 17 The motion has been made and seconded. 18 All those in favor? 19 (Ayes.) 20 CHAIR KASSEKERT: Opposed? 21 (No response.) 22 CHAIR KASSEKERT: The motion carries. 23 Thank you. 24 MS. SAINT-ANTOINE: Thank you. 25 MR. FOGARTY: Thank you. 78 ITEM NO. 17 1 CHAIR KASSEKERT: We will next consider 2 the Official Committee's motion to intervene or 3 participate regarding Justice Stein's petition 4 to extend the sale period. 5 The Official Committee initially had 6 filed its motion in connection with the 7 Justice's prior extension request. Although as 8 part of that matter it has already argued the 9 merits of its motion, it will be afforded the 10 opportunity today to update those arguments in 11 light of the more recent extension requests. 12 And, as with the employees' motion and 13 consideration of the motion by the Steering 14 Committee to follow, I'll again remind Counsel 15 not to stray into areas that either committee 16 would present if it were allowed to intervene 17 or participate. 18 Patrick, you may proceed. 19 MR. MADAMBA: Good morning, again, 20 Madame Chair. 21 Our position is fully set forth in our 22 October 17th and 24th, 2008, submissions to the 23 Commission, so I'll be very brief. I think 24 that our position is fully set forth there as 25 well as our subsequent correspondence of 79 ITEM NO. 17 1 December 31 to Madame Chair. 2 First, I want to make clear that our 3 request today is limited only to participating 4 or intervening in this particular proceeding 5 that's here on the agenda today, which is the 6 request to extend the sale. Additionally, I 7 would amend our request on the record to limit 8 it to participation only as opposed to 9 intervention. 10 With that, I would ask that our 11 participation -- the scope of our 12 participation, which is within your discretion 13 under the Administrative Procedures Act, would 14 entail both oral argument as well as the 15 calling of one witness for a very brief 16 statement. 17 The standard is that we would 18 constructively add to the proceeding without 19 any undue delay. And since we're simply asking 20 for some brief oral argument and a brief 21 statement by one witness, we would ask that you 22 grant that scope of the participation. 23 Thank you. 24 CHAIR KASSEKERT: Thank you. 25 Let me ask if there are any questions at 80 ITEM NO. 17 1 this point? 2 COMMISSIONER SOMMELING: No questions, 3 Madame Chair. 4 CHAIR KASSEKERT: Mr. Mack, do you have 5 anything you'd like to say before we hear from 6 the Division on this? 7 MR. MACK: Just very briefly. 8 As to the request to participate, 9 Justice Stein does not oppose that request. 10 This is the first we're hearing today of 11 a request for a witness. If Counsel could 12 provide any elaboration of, you know, what that 13 might be. 14 MR. MADAMBA: Our witness would be 15 Kristopher Hansen, who is counsel to the 16 Unsecured Lender Committee. He's not admitted 17 to the Bar of the State of New Jersey. I don't 18 have a pro hac vice motion pending, so I would 19 ask that he be able to -- I'll question him and 20 ask him to make a brief statement on the 21 record. 22 CHAIR KASSEKERT: Okay. I think we need 23 to -- I think we need to recess. 24 MS. FAUNTLEROY: You can finish your 25 arguments on both, and then -- 81 ITEM NO. 17 1 CHAIR KASSEKERT: Okay. 2 MR. MADAMBA: He would simply have to be 3 sworn in. 4 CHAIR KASSEKERT: But -- 5 VICE EPPS: Do you have questions? 6 MS. FAUNTLEROY: You can take a recess 7 after hearing arguments. 8 CHAIR KASSEKERT: But I think he wants 9 to -- 10 You want -- 11 MADAMBA: Not now. 12 CHAIR KASSEKERT: Not now. Okay. 13 MR. MADAMBA: As part of our oral 14 argument, we would -- 15 CHAIR KASSEKERT: When you call -- 16 MR. MADAMBA: Call one witness for a 17 very brief statement. 18 CHAIR KASSEKERT: Okay. All right. 19 MR. MACK: And with that clarification, 20 I have no objection. 21 CHAIR KASSEKERT: Okay. 22 Mr. Fogarty? 23 MR. FOGARTY: I thought we were going to 24 have the witness now. 25 (Laughter.) 82 ITEM NO. 17 1 CHAIR KASSEKERT: Yeah. That's what I 2 thought, too. 3 MR. MADAMBA: I didn't mean to get you 4 so excited. 5 (Laughter.) 6 MR. FOGARTY: Pat, the Unsecured 7 Creditors Committee. Yes. That's who you 8 represent; right? 9 MR. MADAMBA: This time. 10 MR. FOGARTY: Last October we opposed 11 their intervention. We still do. Last October 12 we did not oppose their participation, and that 13 is our position today. To say it again, we do 14 not oppose their participation. 15 However, we now hear that there might be 16 a witness as a participant. That's a 17 disconnect. At least to me. 18 VICE CHAIR EPPS: That's my point. 19 MR. FOGARTY: Because that's 20 intervention. And yet we seem to be saying, as 21 I heard, we're going to give up intervention. 22 We want to be a participant, but we want to 23 bring in a witness. 24 CHAIR KASSEKERT: You think this is a 25 way to get around pro hac vice? 83 ITEM NO. 17 1 MR. FOGARTY: So I'm going to say in a 2 loud, clear voice. A participant, participant 3 only. No witness. 4 As to the measure of participation, 5 that's in your discretion in terms of whether 6 it is by oral statement, written statement 7 only. That's my understanding of participation 8 and your discretion there, not participation 9 with a witness. So with that in mind, that's 10 the Division's position. Which I'll be happy 11 to say again if no one understood that. 12 (Laughter.) 13 MR. FOGARTY: And I haven't heard from 14 Mr. Brooks, but under the understanding, he's 15 not going to pull a rabbit out of the hat -- 16 (Laughter.) 17 MR. FOGARTY: I will just say that last 18 October his client, the Secured Lenders we 19 opposed intervention. We still oppose 20 intervention. We do not oppose, did not oppose 21 then, do not oppose today, the Secured Lenders 22 being participants only. 23 And one last bit of housekeeping, I 24 guess, is last October my note said something 25 about Harbinger, but I see there's been a 84 ITEM NO. 17 1 motion filed that they withdrew from being 2 anything in this proceeding. 3 CHAIR KASSEKERT: Correct. 4 MR. FOGARTY: Thank you. 5 CHAIR KASSEKERT: You are correct, Mr. 6 Fogarty. 7 MR. MADAMBA: Given Deputy Attorney 8 General Fogarty's comments, I would ask then on 9 the record that Mr. Kristopher Hansen be 10 admitted pro hac vice. He's a member in good 11 standing of the New York Bar. He's an expert 12 in restructuring bankruptcy matters. He's the 13 Chair of the restructuring Department at Strook 14 & Strook, and I would ask that you admit him 15 pro hac vice. I am a member of good standing 16 of the New Jersey Bar and would be responsible 17 for anything he did before this Commission. 18 CHAIR KASSEKERT: As you know, our 19 standards for pro hac vice are very high. 20 Counsel, should we -- 21 MR. FAUNTLEROY: There's actually a 22 process pursuant to court rules for pro hac 23 vice admission, including payment to the 24 security fund. If the Commission is willing to 25 entertain that we leave subject to those 85 ITEM NO. 17 1 conditions the full submission of an 2 application and the payment in accordance with 3 the court rules, that is certainly within your 4 discretion to do that, but you can also say no. 5 MR. MADAMBA: That application would be 6 in today, Madame Chair? 7 VICE CHAIR EPPS: I guess my question 8 is, do we have to consider the -- what you're 9 asking today? Isn't that a motion for a later 10 date? If you're -- 11 MR. MADAMBA: No. 12 VICE CHAIR EPPS: If you're going to 13 seek pro hac vice, you would file that and 14 submit it before -- you want him to participate 15 today in the -- 16 MR. MADAMBA: Yes. In the argument 17 today with respect to the extension request. 18 VICE CHAIR EPPS: Oh, so you're making a 19 an instant petition. 20 MR. MADAMBA: It's not going to 21 extend -- yes. It's not going to extend what 22 we have to say either way, to be honest with 23 you. And if -- 24 VICE CHAIR EPPS: I don't know. 25 CHAIR KASSEKERT: Mr. Fogarty? 86 ITEM NO. 17 1 MR. FOGARTY: I'm sorry. But I'm 2 confused again. 3 VICE CHAIR EPPS: So am I. 4 MR. FOGARTY: Is the request for pro hac 5 vice for the purposes of today or today only? 6 MADAMBA: Assisting in making the -- 7 MR. FOGARTY: Or is the purpose of the 8 pro hac vice assumed on the basis that this 9 party assumes it will get some level of 10 participation, and then the pro hac vice lawyer 11 will be representing at that proceeding? Maybe 12 we need to clarify exactly what the request is. 13 MR. MADAMBA: My request is limited to 14 oral argument today as opposed to Mr. Hansen 15 taking over in the future to do oral arguments 16 before this Commission in the future. It's 17 simply for today. With respect to the matter 18 that's before you today. Because if you permit 19 us participation in the matter, then we get to 20 argue the merits of the matter. We are not 21 here arguing the merits. Right now, we're 22 standing here asking for participation in the 23 matter that's before you. 24 CHAIR KASSEKERT: Okay. 25 VICE CHAIR EPPS: Again, I guess my 87 ITEM NO. 17 1 difficulty is, you're standing here asking for 2 participation. At the end of that argument, 3 which we either say yes or no. But once we say 4 yes, then your person then begins to argue. 5 And it's like instantaneous. It's not like 6 you're asking for permission to participate 7 next month. You're asking for instantaneous 8 permission to then engage in the process, which 9 is a little bit different. 10 COMMISSIONER SOMMELING: Isn't that that 11 kind of like a surprise to the Commission 12 today? 13 (Laughter.) 14 MR. MADAMBA: It is. And since it's so 15 troubling, I'll withdraw the request. 16 CHAIR KASSEKERT: You'll -- okay. 17 COMMISSIONER SOMMELING: Withdraw? 18 CHAIR KASSEKERT: All right. Okay. The 19 request is withdrawn. 20 Okay. Let me -- do you need a recess? 21 VICE CHAIR EPPS: Still need a recess. 22 CHAIR KASSEKERT: Okay. We're going to 23 take a brief recess. 24 (A recess was taken from 12:00 to 12:14 25 p.m.) 88 ITEM NO. 17 1 CHAIR KASSEKERT: Thank you. We'll go 2 back on the record. 3 Now that you threw us for a loop there. 4 Let me ask before I make a motion, if 5 any -- 6 VICE CHAIR EPPS: Gil. 7 CHAIR KASSEKERT: Gil argues next. 8 VICE CHAIR EPPS: Oh. 9 CHAIR KASSEKERT: Gil argues next, and 10 he can modify his motion accordingly as well. 11 (Laughter.) 12 CHAIR KASSEKERT: Is there anything else 13 that needs to come before us before I move 14 forward? 15 MR. FOGARTY: Not from the Division. 16 CHAIR KASSEKERT: Okay. No? No. 17 Okay. The Official Committee has 18 announced today that it has withdrawn its 19 request for intervention and now seeks only to 20 participate which, in our discretion, would -- 21 which in our discretion would afford it the 22 opportunity to submit written materials, oral 23 argument, or both. Obviously, the Commission 24 must be satisfied that the requisite standards 25 for participation are met. 89 ITEM NO. 17 1 Participation requires only that the 2 petitioner have a significant interest in the 3 outcome. In recognition of these differing 4 standards, as well as the more limited role of 5 participants, the Commission in other cases has 6 granted participation to similar unsecured 7 creditors' committee representing identified 8 and established economic interests arguably 9 effected by the license renewal proceedings or 10 financial stability matters involving the 11 casino licensee and bankruptcy reorganization. 12 Here the Official Committee represents 13 economic interests that can add constructively 14 to the matter without causing undue delay. 15 Without defining the full contours of Section 16 130.2C, that provision seems to acknowledge 17 those interests in that any sale by Justice 18 Stein is "subject to any and all valid liens, 19 claims, and encumbrances." 20 Although the Official Committee 21 represents unsecured creditors in the Tropicana 22 Entertainment bankruptcy, some of those 23 claimants also appear to hold fixed claims 24 against Adamar. By marked contrast, the claims 25 of the Movants in the prior matter are 90 ITEM NO. 17 1 indeterminate. 2 Accordingly, I would move to grant 3 participation limited to the written materials 4 already submitted and brief oral argument 5 during the Commission's consideration of the 6 Justice's extension request. 7 Is there a second? 8 COMMISSIONER SOMMELING: Second. 9 CHAIR KASSEKERT: The motion has been 10 made and seconded. All in favor? 11 (Ayes.) 12 CHAIR KASSEKERT: Opposed? 13 (No response.) 14 CHAIR KASSEKERT: Motion carries. 15 Now, finally, we will turn and consider 16 the Steering Committee's motion to participate 17 because -- let me have you put on the record, 18 Mr. Brooks, you've withdrawn your motion to 19 intervene? 20 MR. BROOKS: Yes. Thank you, Madame 21 Chair. We've withdrawn the motion to 22 intervene, and we would go forward with the 23 motion to participate in connection with the 24 hearing today. 25 CHAIR KASSEKERT: Okay. So they've 91 ITEM NO. 17 1 withdraw the motion and, instead, we will 2 consider the motion to participate regarding 3 Justice Stein's petition to extend the sale 4 period and, again, with the same caveats as we 5 earlier expressed. 6 You can proceed, Mr. Brooks. 7 MR. BROOKS: Thank you, Madame Chair. 8 No rabbit out of the hat. Nothing up my 9 sleeve. 10 (Laughter.) 11 MR. BROOKS: Very quickly, the lenders 12 have a lien on the property. The secured 13 lenders, it's a 1.3 billion mortgage lien, 14 first mortgage lien. We have a significant 15 interest in this matter. We believe that our 16 participation would add constructively to the 17 application before the Commission. 18 We anticipate that the participation 19 would be nothing more than the papers that 20 we've already submitted and a brief oral 21 argument in connection with the application 22 before the Commission today. 23 CHAIR KASSEKERT: And no witnesses. 24 MR. BROOKS: No witnesses. 25 CHAIR KASSEKERT: Thank you very much. 92 ITEM NO. 17 1 Mr. Mack? 2 MR. MACK: Madame Chair, Commissioners, 3 Justice Stein has no objection to their request 4 for participation. We'll leave it to your 5 discretion the extent. 6 CHAIR KASSEKERT: Thank you. 7 Mr. Fogarty? 8 MR. FOGARTY: I think I've already said 9 it, but I'll say it again. Yes to 10 participation only. 11 CHAIR KASSEKERT: Thank you. 12 Again, this Steering Committee only 13 seeks to participate today, and as where the 14 Division has no objection to participation and 15 again -- but, again, and I'll go through the 16 analysis once more for the record. 17 The Commission must be satisfied that 18 the requisite standards for participation are 19 met. 20 When considering the other two motions, 21 we noted that participation requires only that 22 the Petitioner have a significant interest in 23 the outcome. Here, as with the Official 24 Committee, the Steering Committee represents 25 economic interests that can add constructively 93 ITEM NO. 15 1 to the matter without causing undue delay. 2 Again, similar to the Official 3 Committee, but in contrast to the 27 former 4 employees, the members of the Steering 5 Committee have fixed claims that have not been 6 disputed. 7 Accordingly, I would move to grant 8 participation limited to the written materials 9 already submitted and brief oral argument 10 during the Commission's consideration of the 11 Justice's extension request. 12 And I so move. Is there a second? 13 COMMISSIONER SOMMELING: Second. 14 COMMISSIONER FEDORKO: Second. 15 CHAIR KASSEKERT: The motion has been 16 made and seconded. All in favor? 17 (Ayes.) 18 CHAIR KASSEKERT: Opposed? 19 (No response.) 20 CHAIR KASSEKERT: Motion carries. 21 Thank you. 22 MR. BROOKS: Thank you. 23 MR. FOGARTY: Thank you. 24 MR. NANCE: For your consideration, Item 25 No. 15, petition of the Trustee and Conservator 94 ITEM NO. 15 1 for Adamar of New Jersey, Inc., for a further 2 extension of time period within which to 3 dispose of property relating to the former 4 casino licensee and for other relief. 5 Mr. DiGiacomo? 6 MR. DiGIACOMO: Chair, Commissioners, 7 good afternoon. 8 If Counsel could put their appearances 9 on the record, please. 10 MR. MACK: Good morning, Chair, 11 Commissioners. Sean Mack from Pashman Stein on 12 behalf of Justice Stein. 13 MR. MADAMBA: Pat Madamba from Fox 14 Rothschild on behalf of the Unsecured Creditors 15 Committee. 16 MR. BROOKS: Gilbert Brooks, Wolf Block, 17 on behalf of the Secured Lenders. 18 MR. ADAMS: Jack Adams on behalf of the 19 Division of Gaming Enforcement. 20 CHAIR KASSEKERT: Thank you. 21 On October 29th, 2008, we extended until 22 today the expiration date for purposes of 23 Section 95.14E of the Act. Since then, the New 24 Jersey Supreme Court upheld the Commission's 25 decision denying relicensure to Adamar and 95 ITEM NO. 15 1 plenary qualification to its former holding 2 companies. 3 MR. DiGIACOMO: Chair? 4 CHAIR KASSEKERT: Yes? 5 MR. DiGIACOMO: I think at this point 6 maybe having the parties -- the Petitioner 7 address their applications before the 8 Commission. 9 CHAIR KASSEKERT: Oh, okay. I thought 10 we -- okay. I thought these were introductory 11 remarks? No? Okay. 12 MR. DiGIACOMO: No. 13 CHAIR KASSEKERT: All right. Who should 14 we have go first? 15 MR. DiGIACOMO: Mr. Mack. It's his 16 petition. 17 CHAIR KASSEKERT: Mr. Mack? Okay. 18 That's correct. It's his. You're right. 19 MR. MACK: Good afternoon, Chair, 20 Commissioners. 21 When we were last here before you to 22 request -- to discuss the sale period, this 23 Commission's denial of Adamar's Tropicana's 24 license was pending before the Supreme Court, 25 and this Commission had imposed a stay on the 96 ITEM NO. 15 1 sale process pending resolution of that appeal. 2 As you know, that decision was affirmed by the 3 Supreme Court at the end of November. And 4 shortly after Thanksgiving, Justice Stein 5 reached back out to the Cordish companies to 6 resume with negotiations. 7 During that interim, the financial 8 markets continued to decline, and as a result, 9 we learned that the Cordish companies were 10 again negotiating with the senior lenders who, 11 it turned out, appeared to be the likely 12 funding sources for any purchase. After they 13 completed their negotiations and had reached an 14 acceptable agreement on financial terms, 15 Justice Stein's advisor then negotiated a 16 purchase agreement, first with the lenders and 17 then we presented it to the Cordish company to 18 begin the negotiation of the documentation. We 19 provided that document to the Cordish companies 20 just prior to the Christmas holidays. 21 Our plan had been to plow through the 22 end of the year holidays and push everybody to 23 complete the documentation, complete the 24 definitive agreement, and be in a position to 25 be here today for this body to consider a fully 97 ITEM NO. 15 1 negotiated agreement. Unfortunately, the 2 principals from the Cordish company went on 3 vacation just after we submitted the agreement 4 to them. David Cordish, the main principal at 5 the Cordish companies, was then out of country 6 the first couple of weeks in January. As a 7 result of that, despite our best intentions, we 8 were unable to make any real progress during 9 the end of December and early January. 10 As the other -- as the counsel for 11 Cordish companies told us, with David Cordish 12 out of the country, it effectively created a 13 logjam on their ability to get back to us. 14 They promised us early in January that once Mr. 15 Cordish returned that things would move quickly 16 once again, that they were fully committed to 17 this process. 18 Mr. Cordish has now returned to the US, 19 and in the few days he has been back, things 20 have been moving very quickly once again. 21 Unfortunately, again given the continuing 22 decline in the financial markets and the casino 23 industry in general, there's again negotiation 24 between the Cordish companies and the senior 25 lenders over the price and the levels between 98 ITEM NO. 15 1 debt and equity that will be provided. Those 2 discussions were happening the last couple of 3 days, over the weekend. The Cordish company, 4 we're informed last night, is again going back 5 to the senior lenders as early as this morning. 6 I don't know what's happened in the hours of 7 today yet. So right now those discussions are 8 ongoing. 9 And every indication we have from the 10 Cordish companies -- and Justice Stein asked 11 David Cordish directly last night to confirm 12 his motivation and his willingness and desire 13 to complete this process as expeditiously as 14 possible, and he confirmed that with Justice 15 Stein last night, and we're pushing him to move 16 expeditiously. 17 As a result of that, unfortunately, I 18 don't have an agreement to present to you 19 today. I wish we did, but we don't. So we're 20 here just to ask for a further extension. 21 Looking forward, where do we go from 22 here? The Division, in their report, requested 23 that we give them at least ten days to review 24 any proposed purchase agreement before a 25 sale -- before a hearing is held on a sale 99 ITEM NO. 15 1 agreement. The Unsecured Creditors Committee 2 had similarly made that type of request. We 3 think that makes perfect sense, to give 4 everybody at least ten days to review the 5 purchase agreement before a hearing. 6 Building that time in, that likely 7 means -- or it means that we're not going to 8 have enough time before the February 4 hearing 9 to allow everybody to consider a purchase 10 agreement and to have it on for the February 11 14th -- the February 4 hearing, which would 12 then bring us to the February 18 hearing as the 13 next regularly scheduled date at which this 14 Commission could consider a sale agreement. 15 When I submitted the petition to extend 16 the sale period earlier in January, we 17 requested an extension at least until February 18 4th. As the Division noted in their report, 19 that was an optimistic request. At the time I 20 submitted -- we submitted it in early January, 21 we wanted to keep the pressure on everybody. 22 We wanted to keep this process moving and 23 thought the best way to do that was to simply 24 request a two-week extension. Effectively, 25 it's now clear that the February 18th is the 100 ITEM NO. 15 1 more realistic date by which we could have an 2 agreement negotiated and give everyone time to 3 review it before the hearing. 4 As I said, we're -- Justice Stein has 5 advisors pushing the Cordish company to fully 6 engage with the banks and to ensure that in as 7 short a time as possible acceptable financial 8 terms can be agreed upon. As that is also 9 happening, we'd also have our advisors at 10 Moelis & Company talking to other parties. 11 Other parties recently have expressed interest, 12 and to the extent somebody else steps up and is 13 willing to participate at a level that's 14 more -- that's higher than the Cordish 15 companies, we are considering those options as 16 well. But we are also telling them that we are 17 on a very short time frame, and if they're 18 willing to do so, they need to do so 19 immediately. 20 We're also now looking forward in our 21 conversations, particularly with the bank 22 group. We're seeing what's happening in the 23 Tropicana Entertainment plen -- the Tropicana 24 Entertainment bankruptcy. There's currently 25 scheduled in that bankruptcy a hearing on 101 ITEM NO. 15 1 February 17th regarding a disclosure statement. 2 It's one of the more important documents 3 relating to the plan of reorganization that 4 they have proposed. Participants in that 5 bankruptcy, my assumption is, they all want us 6 to have our process move at least as quickly as 7 that process. I think they're looking at, you 8 know, February 17th being the next big hearing 9 date in that case, and then hopefully an exit 10 from a bankruptcy sometime in the next four, 11 five, six months. And so, therefore, we're 12 feeling the pressure not only from our own 13 selves and from this Commission but some of the 14 interested parties to move this process along 15 to a final conclusion, sort of in tandem 16 with -- along that same sort of time line. 17 The Cordish company, David Cordish in 18 particular, also has made clear to us that, you 19 know, he's now been involved with this process 20 for many months. He's also at the point where 21 he wants this thing to come to a conclusion 22 sooner rather than later. Our expectation is 23 now that with David Cordish back in the US, 24 with negotiations being actively engaged in, 25 with everybody now motivated to bring this 102 ITEM NO. 15 1 thing to a conclusion that we will be able to 2 present to you in time for everyone to consider 3 before, February -- before the February 18th 4 hearing a purchase agreement. And so that's 5 the request I make for you -- of you today, is 6 to extend our time period until at least 7 February 18th. 8 Looking past that date on February 18th, 9 assuming we have a purchase agreement, assuming 10 the Commission approves it, we would then be 11 asking to initiate the 363 sale process, which 12 will take a few months. So the ultimate end of 13 the sale period to complete the 363 sale 14 process would have to be sometime after 15 February 18th. So I leave it to your 16 discretion whether it makes more sense to keep 17 us on a short track initially interim extension 18 to February 18th just to get the purchase 19 agreement before you, or whether it makes more 20 sense to just grant the final extension now, or 21 hold off on that until sometime later. 22 I'll answer any questions you may have. 23 CHAIR KASSEKERT: Before we hear from 24 the other parties, any questions from Mr. Mack? 25 Commissioner Epps? 103 ITEM NO. 15 1 VICE CHAIR EPPS: I'll wait. 2 CHAIR KASSEKERT: You'll wait? Okay. 3 How about -- I guess we'll hear from -- 4 MR. DiGIACOMO: The Steering Committee, 5 Mr. Brooks' client. 6 CHAIR KASSEKERT: Steering Committee? 7 Okay. Thank you. 8 MR. BROOKS: Thank you, Madame Chair. 9 Just for purposes of clarity and not to 10 be -- not to nitpick, there are just a couple 11 things I want to comment upon in terms of 12 Sean's moving papers filed by Justice Stein. 13 In Paragraph 23 there's a reference to 14 the effect that the senior lenders move to 15 support the sale of Cordish. For purposes of 16 the record, what we moved for was support for 17 the extension of time, not any specific sale at 18 that point but for the extension of time. 19 Cordish was the party that had been identified 20 by the Justice, but we weren't specifically 21 pushing for the sale of Cordish at that point. 22 We just felt that more time was needed, and so 23 we supported the extension request. 24 Also, in Paragraph 29, there is mention 25 again in the moving papers that the price 104 ITEM NO. 15 1 offered by Cordish had been agreed to by the 2 lenders. There have been discussions regarding 3 the financial terms. At one point there was 4 a -- the financial terms were supported by the 5 senior lenders, the Secured Lenders, and they 6 were willing to go to negotiations of an asset 7 purchase agreement with respect to those terms 8 that had been outlined and had been discussed 9 by the parties. I wouldn't say that there's 10 been any agreement reached with Cordish on 11 price terms. And I would respectfully indicate 12 that at this point those terms changed, in any 13 event, and there is no such agreement. 14 We are supportive -- the senior lenders 15 or the Secured Lenders are supportive of the 16 extension request. We actually would prefer, 17 frankly, the February 4th date because we think 18 that it will keep things moving a little bit 19 more quickly, recognizing that there is a draft 20 asset purchase agreement and, you know, more 21 time would be needed with that. 22 Whatever the Commission's discretion, 23 we're fine with. We do support the extension 24 request, but at this point we would just 25 indicate that there isn't an agreement in that 105 ITEM NO. 15 1 regard. 2 And in terms of the asset purchase 3 agreement, there was a draft of the asset 4 purchase agreement that the parties had all 5 looked at and had comments to that has been 6 exchanged, but we're not beyond that initial 7 draft. So there isn't anything that we -- the 8 Secured Lenders have not signed off on an asset 9 purchase agreement. I guess that's the point I 10 wanted to make. 11 And so at this point we support the 12 requested relief, but we would indicate that 13 there is no agreement at this point of any sort 14 with Cordish. We just think that the time is 15 needed so that we can sort out where we're at, 16 and then where we're going to move to, given 17 the realities of the circumstances. And that's 18 that the prices that are being discussed are 19 not supportable in terms of the Secured 20 Lenders. 21 CHAIR KASSEKERT: Thank you. 22 For the Unsecured Creditors Committee, 23 Mr. Madamba? 24 MR. MADAMBA: Madame Chair, we are 25 supportive of the request for an extension, but 106 ITEM NO. 15 1 that support is premised solely on the fact 2 that we haven't seen the agreement, thus we 3 would be in no position to make an ultimate 4 suggestion as to whether we support the sale or 5 not. 6 In our papers we made clear that that 7 sale is going to have to be at a price that's 8 satisfactory to the committee because the 9 recovery is largely dependent upon what that 10 sales price is. 11 We do want to touch upon something that 12 Mr. Mack touched upon briefly which is, we keep 13 speaking of extending the sale period. But 14 this extension is to February 4th or February 15 18th or February whatever, I'm not sure. But 16 the fact of the matter is, that the sale 17 period -- a sale does not -- isn't consummated. 18 The period doesn't end when an agreement is 19 signed. The period ends when you get to 20 closing. And it's a long time between now and 21 when you get to closing. Or if you ever get to 22 closing, because you have -- in the interim you 23 have a bankruptcy proceeding. And who knows 24 what's going to go awry in the bankruptcy 25 proceeding. 107 ITEM NO. 15 1 Back in January -- December and January 2 of last year and the year before, I don't think 3 that any of us ever imagined that 13 months 4 later we'd still be sit sitting here talking 5 about what's going to happen with the 6 Tropicana. And so you don't know what's going 7 to happen in the bankruptcy process. In 8 addition, the Cordish Company -- I assume they 9 don't hold casino license. They need interim 10 casino authorization. That takes time as well. 11 I represent another client that we're a year 12 later, and we're still not even into that 13 process. So I think that -- I think we all 14 need to come with grips with the reality that 15 this sale may not happen. This sale may not 16 happen because we'll oppose it. The Secureds 17 will oppose it. Cordish may not ultimately 18 come to the table. But you're really looking 19 at months and months. I mean, that's the 20 reality of the situation. 21 And you have out there -- you have a 22 reconstituted former licensee that has 23 petitions pending before the Commission. And I 24 think that maybe we would all be better served, 25 absolutely better served if we started going 108 ITEM NO. 15 1 down parallel path rather than other one set 2 out there. So that we're not left months from 3 now with what happens to the Tropicana? And 4 what happens to all those creditors? And what 5 happens to all those employees? 6 I think that we really need to come to 7 grips with the reality that this isn't over on 8 February 4th, and it's not over on February 9 18th. And we're not all going to feel good 10 about ourselves on February 4 or 18th because 11 there's nothing to feel good about ourselves 12 because we haven't gotten to closing. 13 With that, I'll leave the relief that 14 the Commission grants to its discretion. 15 CHAIR KASSEKERT: Anything? 16 Jack? You want to -- why don't you -- 17 MR. ADAMS: Yes. Chair, Commissioners. 18 I think it's rather obvious, in light of 19 all the comments, that February 4th is 20 definitely by the boards. February 18th is 21 probably the minimum date if a lot of things 22 happen based on what we've heard between now 23 and at least ten days prior to February 18th. 24 I think this Commission, as well as this -- the 25 Division of Gaming needs at least that ten-day 109 ITEM NO. 15 1 period. I want to emphasize that. I think I 2 did in our letter response. There's a lot 3 that's going to have to be considered. And the 4 actual hearing would go forward in some fashion 5 on that date with several participants at this 6 point as well as the Division and Justice 7 Stein. 8 So having said that, we have also said 9 in our papers that we obviously leave it to 10 your ultimate discretion. Mr. Madamba has made 11 some good points about what may happen, 12 assuming it happens on February 18th. You have 13 the discretion to fashion whatever extension 14 you think is appropriate. You may do it 15 possibly in a two-step fashion. 16 With that, I would just reiterate we 17 supported the extension, subject to the 18 previous conditions that have been imposed. 19 They should obviously stay in place. 20 And if you have any questions, I'd be 21 happy to answer them. 22 CHAIR KASSEKERT: Okay. Questions? 23 Commissioner Epps? 24 VICE CHAIR EPPS: You want me to go 25 first? 110 ITEM NO. 15 1 CHAIR KASSEKERT: Sure. 2 VICE CHAIR EPPS: I guess I have 3 questions for everybody. I'll go in reverse 4 order. 5 Mr. Adams, I understand your comments, 6 and I think I understand the point you were 7 getting to. And shortening the window isn't 8 fair to the Division or the Commission to get 9 prepared for a full hearing, and I understand 10 and appreciate that. And I guess the 11 difficulty I find myself in is that I'm so 12 frustrated with the process is that any further 13 extension that we've ever granted always almost 14 allows them to go up to that point. So the 15 purpose of the short window is to try to create 16 a drop-dead date. But it's almost like playing 17 chicken anymore because they've called -- you 18 know, they've called our bluff on every single 19 short date, and we've been forced to extend. 20 And I guess the point is why -- why call a 21 short date anymore because it's only going to 22 force you into an extension again. But I think 23 that I'm compelled to say that we have to one 24 more time, which is why I think I support the 25 concept of the 18th. 111 ITEM NO. 15 1 MR. ADAMS: I -- 2 VICE CHAIR EPPS: Just to try to get 3 something moving. 4 And then to Mr. Madamba's comment, I 5 understand your point that the 18th doesn't end 6 it. But if the 18th at some point finally 7 forces a document to be before us, then an 8 extension at that point to term -- to conclude 9 the sales process is a different extension than 10 any other that we've granted in the past, or at 11 least arguably different. 12 You don't have to stand up. 13 (Laughter.) 14 MR. ADAMS: Okay. Started with me so. 15 VICE CHAIR EPPS: I did. I'm sorry. 16 So that's kind of where I'm thinking 17 with respect to -- I mean, I understand what 18 you're saying. But it feels like we're at a 19 point where we've got to continue with 20 something out there that causes a stop if we 21 could. 22 Mr. Brooks, your comment was that there 23 was -- you suggested -- support a short window, 24 but there's no agreement yet and it's only a 25 draft agreement, which kind of speaks to the 112 ITEM NO. 15 1 quandary that we're in. How do we -- how do we 2 make hide nor hair of those two? They are 3 almost divergent positions. You want a short 4 window, but there's no agreement. Are you 5 confident that in a short window all the 6 parties will put their heads together and come 7 out -- stay in a room until they get something 8 done such that there's something really done to 9 present to us in a short window? Or are we 10 chasing our tail with that concept? I mean -- 11 MR. BROOKS: My experience is that 12 without deadlines, things do drift. So I do 13 agree with that. 14 The point we would try to make, and I 15 would just expand upon a little bit of what 16 Patrick had said. What we're dealing with is a 17 disposition. The Act requirers a disposition. 18 It doesn't require a sale. It requires a 19 disposition. That disposition could 20 potentially be a transfer to -- pursuant to or 21 consistent with the plan of reorganization 22 proposed by Tropicana Entertainment. There are 23 regulatory issues related to that. We would 24 all have to sit down and get our hands around 25 that, and that's something that we may need to 113 ITEM NO. 15 1 do. 2 I would -- I would really suggest, what 3 I think would be the best way to handle this, 4 would be the to use the February 4th date to 5 produce a written document, a written 6 agreement. That that would be the date the 7 Commission requires an asset purchase agreement 8 that the parties have signed off on. Or that 9 at least Justice Stein is prepared to support. 10 And that the -- assuming we get that document, 11 then the February 18th date would be the date 12 where we have the hearing that's contemplated 13 by 130.2C. I think that works, and it keeps 14 everybody's feet to the fire. 15 There's enough lawyers involved with 16 that -- this -- that we can get this done if 17 we're going to get it done. And I think that 18 that makes a lot of since to us. Otherwise, I 19 think that on February 4th we start -- we have 20 to start thinking about the plan of 21 reorganization filed by Tropicana Entertainment 22 and what's involved with that from a regulatory 23 perspective, and is that something that will 24 give us a disposition as required by the Act? 25 VICE CHAIR EPPS: Okay. And then, Mr. 114 ITEM NO. 15 1 Mack, you indicated two things, first -- I 2 guess it's somewhat frustrating that a process 3 of this magnitude could not get done because 4 there was an intervening vacation. In today's 5 technology with faxes and BlackBerrys and 6 e-mails, and it seems to me that those 7 documents could have been read during that 8 process and to move this along. But that's 9 neither here nor there because we're beyond it 10 now. But it's just somewhat perplexing. 11 The other point you made -- raised is 12 other parties may also be interested. But does 13 another party put us in a position where you 14 then come and say, well, that one didn't work. 15 We got another party. We need to put this 16 document together, and that's going to take us 17 until next June because I have to write it, and 18 they have to read it, and we have to go back 19 and forth, and then the markets fluctuated. I 20 mean, other parties, if somebody's going to be 21 interested, they've got to be prepared to turn 22 a document around in a very short window. Do 23 those other parties actually realize how short 24 the turnaround would be? 25 MR. MACK: Yes. 115 ITEM NO. 15 1 I'm going to say again to Commissioner 2 Fedorko that Commissioner Epps sounds, in his 3 frustration, like a retired Supreme Court 4 Justice. 5 VICE CHAIR EPPS: Wow. That's twice. 6 (Laughter.) 7 COMMISSIONER FEDORKO: I'm not going to 8 say anything. 9 (Laughter.) 10 MR. MACK: This -- we echo your 11 sentiments on the frustration. Everybody that 12 the folks at Moelis are talking to is telling 13 them, look, you want to play in this game, this 14 is the deadline. This is the time frame we're 15 on. If you really want to participate here, 16 this is where we're going. 17 I think what Mr. Brooks was saying was 18 sort of another along the lines of what our 19 thinking is. The Division's asked for at least 20 ten days. The Unsecured Committee as well. 21 That would put us at February 8th. Obviously, 22 if we can get something done before then, the 23 day we have it available, we give it to 24 everybody. 25 I also agree with Mr. Brooks having 116 ITEM NO. 15 1 deadlines, especially for a bunch of lawyers, 2 is a good way to get things done. Keeping the 3 shorter deadline, I think, will keep pressure 4 on people, will allow us to keep pushing 5 everybody to tell everybody we need to get an 6 agreement in here. We need to find out whether 7 it's the Cordish companies, whether it's one of 8 these other parties, but get this thing done so 9 we can move forward. And, you know, if you 10 tell me if you -- if you decide it makes sense 11 to tell me to have the -- you know, February 12 8th is the deadline to submit agreements, and 13 we can talk about it on February 18th, maybe 14 it's the best way to go to bring this thing to 15 a head. 16 CHAIR KASSEKERT: Let me just follow up 17 on what Commissioner Epps asked with respect to 18 other interested parties. 19 These other interested parties could 20 come in as part of the 363; correct? I mean, 21 so long as you get one stalking horse going 22 in -- 23 MR. MACK: Absolutely. So, I mean, 24 that's why we're not going to wait for them. 25 Because they're not ready to play now, they can 117 ITEM NO. 15 1 jump back in in the 363 process. 2 CHAIR KASSEKERT: Okay. And I guess, 3 you know, the only thing -- other thing I 4 wanted to point out in the record -- and I know 5 this has been a long and frustrating process, 6 but, you know, no one could have guessed that 7 we would have the appellate appeal taken and 8 the Supreme Court -- taken up to the Supreme 9 Court. So that has really constrained, you 10 know, where we did have time before, we got to 11 the point where were he had to wait for the 12 Supreme Court decision with respect to that. 13 So and in the interim, as you pointed out, the 14 economy has continued to deteriorate. 15 Let me ask if there are any other 16 questions? 17 COMMISSIONER SOMMELING: I have a 18 question, Madame Chair. 19 CHAIR KASSEKERT: Sure. 20 COMMISSIONER SOMMELING: But I'm going 21 to see if I'm going to be able to phrase it 22 correctly to Mr. Madamba. 23 What you put on the record a moment ago 24 in your statement to the Commission when we 25 came back from recess with respect to other 118 ITEM NO. 15 1 interested parties and meeting deadlines and so 2 forth, would I be wrong in guessing that maybe 3 your surprise witness might have been 4 testifying along the same lines it would that, 5 in turn, show us that there are alternatives, 6 possible alternatives to the sale process now 7 that we're undergoing? Was that your 8 intention? 9 MR. MADAMBA: Actually, I was going to 10 start out by saying "I'm going to say what Mr. 11 Hansen would have said" because I essentially 12 believe I -- 13 COMMISSIONER SOMMELING: I kind of 14 thought that. 15 MR. MADAMBA: Exactly the point that Mr. 16 Hansen would say. And I would say again, 17 signing the contract is not going to moot the 18 pending petitions of the former licensee. It's 19 not going to move those petitions. Those 20 petitions are only going to be mooted when you 21 get to the finish line, when there's a closing. 22 In between now and then is a long time. And I 23 make the point, for example, that we filed our 24 original papers for intervention and 25 participation on October 17th for this 119 ITEM NO. 15 1 extension of sales process. We're two months 2 later. Those petitions haven't -- I don't know 3 that those petitions have moved in the last two 4 months, but I would simply say you've lost two 5 months of an alternative path, possibly a 6 parallel path, and that's my only point. 7 My point is simply that this thing -- 8 I'm not putting fault on anybody. This thing 9 is just moving along, and it's a ship that you 10 don't control. And I don't control, and I 11 don't think any of us really control. There's 12 lots of interests here. And I think that maybe 13 you ought to consider a parallel path. And I'm 14 not opposed to interim deadlines. I'm 15 simply -- I think I'm all for interim deadlines 16 because lawyers -- 17 COMMISSIONER SOMMELING: Well, I agree 18 with -- 19 MR. MADAMBA: I'm simply suggesting to 20 you there's a long time that you get to a 21 finish line along this path, if you ever get to 22 the finish line. And maybe we ought to 23 consider alternatives, and maybe you ought to 24 go down parallel paths. And you have the 25 opportunity to do that, and I'm suggesting that 120 ITEM NO. 15 1 at least on behalf of the Unsecured Creditors 2 that we would prefer that you do that. 3 COMMISSIONER SOMMELING: Very well. 4 Mr. Hansen's testimony -- would-be 5 testimony is on the record through you. 6 MR. MADAMBA: Would be existent. 7 COMMISSIONER SOMMELING: Right? And the 8 only reason I bring that up is I believe it's 9 been the position of the Commission -- I don't 10 speak for my fellow Commissioners, but I think 11 we understand that there certainly could be 12 other interested parties, regardless of the 13 economy, that could show up and during the 14 bankruptcy process. I believe I'm correct in 15 saying that. 16 CHAIR KASSEKERT: I think -- 17 MR. ADAMS: May I just respond briefly 18 to what Mr. Madamba just addressed? 19 He may not be aware of it, but the 20 parallel path is continuing. As you know, 21 certain filings have been made. Certain fees 22 have been paid. And the Division has been 23 going forward with investigation. 24 MR. MADAMBA: The only thing I would 25 add, though, is when you all talk about 121 ITEM NO. 15 1 alternatives, that we don't believe -- the 2 Unsecured Creditors don't believe that there's 3 a real buyer out there with the types of 4 dollars that are going to satisfy the creditor 5 constituency as a whole. I mean, you're 6 selling into a market that is just -- just 7 horrendous. It's not -- certainly not 8 something that has ever occurred in my lifetime 9 and none of yours as well. 10 VICE CHAIR EPPS: Wouldn't the process 11 bear that out? I mean, it either -- 12 MR. MADAMBA: I think the process is 13 bearing that out. 14 VICE CHAIR EPPS: Well, it will. 15 MR. MADAMBA: Yeah. I think the process 16 is bearing that out. We believe that the 17 appropriate place for this asset to go is back 18 to the former licensee so that it can be sold 19 in an appropriate time, and this is not the 20 time. 21 CHAIR KASSEKERT: That's -- 22 COMMISSIONER SOMMELING: No more 23 questions, Madame Chair. 24 CHAIR KASSEKERT: Why don't -- go ahead, 25 Mr. Brooks. 122 ITEM NO. 15 1 MR. BROOKS: I was just going to say not 2 the former licensee, the reconstituted 3 Tropicana Entertainment. Just so the record is 4 clear. 5 (Laughter.) 6 CHAIR KASSEKERT: And I guess that -- 7 well, you know, that would be a determination 8 as to what parts of the former are still part 9 of the new and -- 10 MR. BROOKS: You have these regulatory 11 issues that you'll have to decide. 12 CHAIR KASSEKERT: Right. 13 MR. BROOKS: And I believe it has been 14 moving on a parallel track. The question will 15 be if we don't create a date certain for an 16 asset purchase agreement, which I think we 17 should do at this point, then we can turn our 18 attention to those regulatory issues and create 19 a disposition that satisfies the statute. 20 CHAIR KASSEKERT: Okay. Let me ask if 21 we need a recess? 22 MR. DiGIACOMO: At your discretion, 23 Chair. 24 COMMISSIONER FEDORKO: No. 25 CHAIR KASSEKERT: No? Okay. All right. 123 ITEM NO. 15 1 Obviously, on October 29th, 2008, we 2 extended until today the expiration date for 3 purposes of Section 95.14E of the Act, and 4 since then, as I said before, the State Supreme 5 Court upheld the Commission's decision which 6 denied relicensure to Adamar and plenary 7 qualification to its former Holdings companies. 8 Thus, Justice Stein's pending petition before 9 us for a further extension of the sale period 10 is no longer complicated by the pendency of the 11 appeal. 12 Justice Stein has reiterated that the 13 Cordish Company is the leading bidder to 14 acquire the property. However, further 15 discussions apparently are needed. And, 16 although the petition initially sought an 17 extension through February 4th, 2009, we have 18 now been told that a February 18th, 2009, 19 extension is more realistic so that all may 20 have the opportunity to review the agreement. 21 While I would be prepared to grant an 22 extension through February 18, 2009, something 23 more than just another extension request should 24 be before us for consideration that day. As 25 the decision -- as the Division aptly notes, 124 ITEM NO. 15 1 critical to the overall process is ensuring the 2 timely filing of materials with the regulators 3 so that all involved at this crucial juncture 4 will have a reasonable opportunity for 5 assessment and reply. 6 While not immutable, if Justice Stein 7 and Cordish should come to terms, they 8 certainly should be able to do in time to file 9 and serve a joint petition by February 2nd, 10 2009, that seeks approval of a draft form of a 11 purchase agreement. Such an agreement has been 12 portrayed as a step in the process of Adamar 13 filing for bankruptcy where it would endeavor 14 to avail itself of the free-and-clear sale 15 provisions of Section 363 of the Federal 16 Bankruptcy Code with the Cordish as the 17 so-called "stalking horse." 18 On the other hand, if discussions with 19 Cordish have not advanced sufficiently to 20 warrant a filing a joint petition for contract 21 approval, then Justice Stein must file, unless 22 good cause otherwise exists, a petition by that 23 date that seeks our approval to have Adamar 24 file for bankruptcy protection without a 25 stalking horse. 125 ITEM NO. 15 1 Among other things, our review of the 2 anticipated purchase agreement would be subject 3 to Section 104B, which places Cordish's 4 suitability before us at this time. Even 5 though it might not ultimately prove to be the 6 successful bidder following the Section 363 7 process in bankruptcy if it were per se 8 disqualified at this point, little regulatory 9 reason would exist for that process to proceed 10 with Cordish. Consequently, at or before the 11 hearing, if there's a joint petition, Cordish 12 must establish that it is not per se 13 disqualified, which would give the Division an 14 opportunity to weigh in on the question. 15 Of course, if Cordish does prevail under 16 the Section 363 process, it will need interim 17 casino authorization, as has been pointed out, 18 in order to consummate the transaction, and 19 although technically the ICA process may not 20 attach until the purchase agreement is signed, 21 it behooves Cordish to commence the process of 22 filing the necessary trust agreement and 23 business and individual disclosures forms 24 immediately so as to increase the possibility 25 that the Commission action on its ICA 126 ITEM NO. 15 1 application might occur sooner than 2 statutorily-- the statutorily prescribed 3 maximum. 4 As it as hat past, the Division has 5 reiterated its call for a continuation of the 6 cash balance requirement, and this 7 reimposition, in my view, is appropriate. 8 Subject to my earlier comments and the 9 conditions therein recommended, I would move to 10 extend the sale period through February 18th, 11 2009. 12 COMMISSIONER SOMMELING: Second. 13 CHAIR KASSEKERT: Is there a second? 14 COMMISSIONER FEDORKO: Second. 15 CHAIR KASSEKERT: The motion has been 16 made and seconded. All in favor? 17 (Ayes.) 18 CHAIR KASSEKERT: Opposed? 19 (No response.) 20 CHAIR KASSEKERT: Motion carries. 21 Thank you. 22 MR. BROOKS: Thank you, Madame Chair. 23 MR. MADAMBA: Thank you. 24 MR. DiGIACOMO: Thank you, 25 Commissioners. 127 ITEM NO. 16 1 MR. NANCE: For your consideration, Item 2 No. 16, petition of the Conservator and Trustee 3 to permit licensee, Adamar of New Jersey, Inc., 4 for a further extension of transactional 5 waivers for consultants. 6 CHAIR KASSEKERT: Mr. Mack, I guess you 7 can proceed. 8 MR. MACK: Okay. Madame Chair, 9 Commissioners. 10 You have our petition to extend the 11 transactional waivers. As you've seen in the 12 last couple months, we have not used their 13 services, but we would again ask it be extended 14 in the event that their service are required. 15 CHAIR KASSEKERT: Okay. Thank you. 16 Mr. Fogarty? 17 MR. FOGARTY: Yes. Thank you. 18 Extend, extend, extend. This is what? 19 Sixth? We don't oppose this one, either. 20 (Laughter.) 21 MR. FOGARTY: To whatever time the 22 Commission deems appropriate. 23 CHAIR KASSEKERT: Thank you. 24 Are there any questions? 25 COMMISSIONER SOMMELING: No questions, 128 ITEM NO. 16 1 Madame Chair. 2 MR. DiGIACOMO: Madame Chair, 3 Commissioners, for the record, I think Mr. Mack 4 alluded to it already. I have shared with 5 Counsel a draft of the proposed order. 6 CHAIR KASSEKERT: Thank you. 7 Is there a motion to grant the petition? 8 COMMISSIONER SOMMELING: Motion. 9 VICE CHAIR EPPS: Madame Chair, I move 10 that we grant the petition extending the 11 transactional waivers until March 18th, 2009. 12 COMMISSIONER SOMMELING: Second. 13 COMMISSIONER FEDORKO: Second. 14 CHAIR KASSEKERT: The motion has been 15 made and seconded. All in favor? 16 (Ayes.) 17 CHAIR KASSEKERT: Opposed? 18 (No response.) 19 CHAIR KASSEKERT: Motion carries. 20 MR. NANCE: In accordance with 21 Resolution No. -- 22 MR. FOGARTY: Thank you. 23 MR. NANCE: -- 08-12-10-22, the next 24 closed session of the Commissioner shall be 25 held on Wednesday, February 4th, 2009, at 9:15 129 1 a.m. in the Commission offices. 2 It is now time for the public 3 participation portion of the meeting. 4 CHAIR KASSEKERT: Is there anyone from 5 the public who wishes to be heard? 6 (No response.) 7 CHAIR KASSEKERT: Seeing no one, I'll 8 declare this portion of the meeting closed and 9 entertain a motion to adjourn. 10 COMMISSIONER SOMMELING: Motion to 11 adjourn. 12 COMMISSIONER FEDORKO: Second. 13 CHAIR KASSEKERT: The motion has been 14 made and seconded. All in favor? 15 (Ayes.) 16 CHAIR KASSEKERT: Opposed? 17 (No response.) 18 CHAIR KASSEKERT: Motion carries. 19 (Public Meeting 09-01-21 was adjourned 20 at 12:54 p.m.) 21 22 23 24 25 130 1 2 C E R T I F I C A T E 3 4 5 I, DARLENE SILLITOE, a Certified Court 6 Reporter and Notary Public of the State of New 7 Jersey, certify that the foregoing is a true 8 and accurate transcript of the proceedings. 9 10 11 I further certify that I am neither 12 attorney, of counsel for, nor related to or 13 employed by any of the parties to the action; 14 further that I am not a relative or employee of 15 any attorney or counsel employed in this case; 16 nor am I financially interested in the action. 17 18 19 DARLENE SILLITOE CCR 20 License No XI01023 21 22 Dated: January 25, 2009 23 My Commission Expires on July 10, 2009 24 ID No 2062871 25