1 1 STATE OF NEW JERSEY 2 CASINO CONTROL COMMISSION 3 - - - - - - - - - - - - - - - - - - - 4 5 PUBLIC MEETING NO. 09-12-02 6 7 - - - - - - - - - - - - - - - - - - - 8 9 Wednesday, December 2, 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 10:42 a.m. to 1:39 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 B E F O R E : 2 CASINO CONTROL COMMISSION: LINDA M. KASSEKERT, CHAIR 3 MICHAEL C. EPPS, VICE CHAIR SHARON ANNE HARRINGTON, COMMISSIONER 4 5 PRESENT FOR THE CASINO CONTROL COMMISSION: DARYL W. NANCE, ADMINISTRATIVE ANALYST 6 DANIEL J. HENEGHAN, PUBLIC INFORMATION OFFICER 7 OFFICE OF THE GENERAL COUNSEL: DIANNA W. FAUNTLEROY, GENERAL COUNSEL/EXECUTIVE 8 SECRETARY LEONARD J. DiGIACOMO, ASSISTANT GENERAL COUNSEL 9 LON E. MAMOLEN, SENIOR COUNSEL ROBERT A. MONCRIEF, COUNSEL 10 TRACY E. RICHARDSON, COUNSEL BERNADETTE T. FRIGEN, PROGRAM SUPERVISOR 11 SANDRA DeLIA, LEGAL SUPPORT SPECIALIST 12 DIVISION OF GAMING ENFORCEMENT: DEPUTY ATTORNEYS GENERAL 13 JOHN E. ADAMS, JR., DEPUTY ATTORNEY GENERAL BRIAN C. BISCIEGLIA, DEPUTY ATTORNEY GENERAL 14 MARY JO FLAHERTY, DEPUTY ATTORNEY GENERAL JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 15 16 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. 7 TRACY E. RICHARDSON, COUNSEL JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 3 FOX ROTHSCHILD, LLP PATRICK MADAMBA, ESQ. 4 FOR: INFINITY WORLD INVESTMENTS, LLC, AND INFINITY WORLD (CAYMAN) 5 ITEM NO. 9 TRACY E. RICHARDSON, COUNSEL 6 JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL FOX ROTHSCHILD, LLP 7 PATRICK MADAMBA, ESQ. FOR: MGM MIRAGE AND MAC CORP. 8 ITEM NO. 12 DIANNA FAUNTLEROY, GENERAL COUNSEL 9 MARY JO FLAHERTY, DEPUTY ATTORNEY GENERAL PASHMAN STEIN 10 SEAN MACK, ESQ. FOR: CONSERVATOR/TRUSTEE 11 ITEM NO. 13 DIANNA FAULTLEROY, GENERAL COUNSEL 12 MARY JO FLAHERTY, DEPUTY ATTORNEY GENERAL PASHMAN STEIN 13 SEAN MACK, ESQ. FOR: CONSERVATOR/TRUSTEE 14 ITEM NO. 15 LEONARD J. DiGIACOMO, ASSISTANT GENERAL 15 COUNSEL MARY JO FLAHERTY, DEPUTY ATTORNEY GENERAL 16 STERNS WEINROTH, PC PAUL M. O'GARA, ESQ. 17 FOR: LENDERS GROUP DUANE MORRIS, LLP 18 GILBERT L. BROOKS, ESQ. FOR: RESORTS INTERNATIONAL HOTEL, INC. 19 20 21 22 23 24 25 4 1 AGENDA PUBLIC MEETING NO. 09-12-02 2 DECEMBER 2, 2009, 10:42 a.m. ITEM PAGE VOTE 3 1 Ratification of the minutes of the 8 8 November 12, 2009, public meeting 4 2 Applications for employee and casino service industry licenses 5 9 initial and/or renewal of casino key 8 9 and casino employee licenses 6 7 initial and/or renewal of casino key 9 10 and casino employee licenses 7 3 Stipulations of settlement and consent agreements: a) Christopher M. Snow (08-0619-EA) 10 11 8 b) Ralph P. Platt, Jr. (08-0454-RC 10 11 c) Michael J. Hallahan (09-0460-EA) 10 11 9 d) Amir H. Mahmoud (a/k/a Amir Muminun) 10 11 (09-0260-EA) 10 e) Jeffrey J. Ebert (08-0878-ER, 10 11 07-0714-RC) 11 f) Khonsavan Vongnaraj (08-0927-RC) 10 11 g) Vivienne D. Doclosen (09-0500-EA) 10 11 12 h) Dana B. Nixon (09-0543-EA) 10 11 i) Frederick J. Carney (09-0321-EA) 10 11 13 j) Patricia Y. Higgs (09-0247-ER) 10 11 k) Christa Arndt (09-0511-ER) 10 11 14 l) Luis M. Paredes (07-0342-ER) 10 11 4 Petitions for early reapplication: 15 a) Brandon D. Wilson (09-0556-RA) 12 14 b) James Surles (09-0542-RA)1 12 18 16 5 Application for suspension: a) Gary F. Fontanilla (09-0666-RC) 19 20 17 b) Norma F. Roldan (09-0547-RC) 19 20 c) Jessica Mangina (09-0667-RC) Sworn 21 27 18 d) Gaylor Tendee (09-0665-RC) 19 20 e) Mark Tran (09-0664-RC) 19 20 19 f) Xiu Z. Zou (09-0663-RC) 19 20 6 Reconsideration of Commission final 29 30 20 order due to non-compliance of conditions therein concerning Myra R. Korejwo (09-0397-NC) 21 7 Petitions of Infinity World Investments, 31 34/35 LLC, and Infinity World (Cayman), LP, for 22 the temporary qualification of officers of Dubai World pursuant to NJAC 19:43-2.7(c) 23 and (d) (Yuvraj Narayan (PRN 3160906) (Jamal Majed Khalfan Bin Theniyeh) 24 (PRN 3160907) 25 5 1 CONTINUED AGENDA PUBLIC MEETING NO. 09-12-02 2 DECEMBER 2, 2009, 10:42 a.m. ITEM PAGE VOTE 3 8 Petition of Marina District Development 35 37 Company, LLC, (d/b/a Borgata Hotel Casino 4 & Spa) for temporary qualification of Robert Meyne, a new officer of its holding company, 5 Boyd Gaming Corporation pursuant to NJAC 19:43-2.7 (PRN 3100903) 6 9 MGM MIRAGE and MAC CORP. for temporary 37 39 qualification of Anthony Lozich as 7 Executive Director of Security and Surveillance of MGM MIRAGE pursuant to NJAC 19:43-2.7 8 10 Proposed publication and temporary 39 41 adoption of amendments to NJAC 19:47-1.5 9 (Alternative collection of vigorish; true odds for craps buy bets) 10 11 Proposed adoption of amendments to NJAC 42 43 19:46-1.26A (Bill changers with electrically 11 erasable/programmable storage media) (PRN 1389095) 12 Consideration of the applications of the 44 46 12 Trustee and Conservator for the former casino licensee, Adamar of New Jersey, Inc., 13 for approval of fees for the Conservator/Trustee 13 Amended Joint Petition of the Trustee 46 59 14 and Conservator for Adamar of New Jersey, Inc., et al., to extend the sale period 15 (PRN 3230901) 14 Consideration of the qualification of 59 61 16 Christine Spadafor to serve as Director for Boyd Gaming Corporation 17 15 Request for an extension of time and relief 61 79 from so much of Condition No. 20 in: 18 Resolution of the New Jersey Casino Control Commission concerning the Joint Petition of 19 Resorts International Hotel, Inc., Column Financial, Inc., TriMont Real Estate Advisors, 20 Inc., Wells Fargo Bank, NA, and RAC Atlantic City Holdings, LLC, regarding the acquisition 21 of real property on which a licensed casino Hotel is operated and for other relief; 22 And in: Resolution of the New Jersey Casino Control Commission concerning the application 23 of RAC Atlantic City Holdings, LLC, for the issuance of an initial casino license and 24 related matters; as specifies a deadline of seven business days within which to consummate 25 the transactions contemplated by those resolutions 6 1 E X H I B I T S : 2 NO. DESCRIPTION EVD 3 4 P-1 Remand for hearings 9 license X 5 P-2 Grant 7 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.) 7 1 (Public Meeting 09-12-02 was commenced 2 at 10:42 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, 2008, 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 cell phones in the public 19 meeting room while the Commission is in session 20 is prohibited. 21 Any member of the public who wish to 22 address the Commission will be given the 23 opportunity to do so before the Commission 24 adjourns for the day. 25 Would everyone please stand for the 8 ITEM NO. 1-2 1 Pledge of Allegiance. 2 (The flag salute was recited.) 3 CHAIR KASSEKERT: Good morning. 4 MR. NANCE: Good morning. 5 The matters discussed in closed session 6 were: Employee and enterprise license matters. 7 The Commission approved the November 12, 8 2009, closed-session minutes. 9 Item No. 1, ratification of the minutes 10 of the November 12, 2009, public meeting. 11 VICE CHAIR EPPS: I move that we approve 12 the minutes. 13 COMMISSIONER HARRINGTON: 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: Item No. 2, application for 21 employee and casino service industry licenses. 22 This agenda item will be entered as Exhibit 23 List 2. Excuse me. Exhibit List 1. Yes. 24 Strike that. 25 This agenda item will be entered as 9 ITEM NO. 1-2 1 Exhibit Lists 1 and 2. 2 Exhibit List 1 consists of nine 3 applications for initial and/or renewal of 4 casino key and casino employee licenses. 5 The Division has objected to licensure. 6 VICE CHAIR EPPS: Move that we remand 7 these matters for hearing. 8 COMMISSIONER HARRINGTON: 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 MR. NANCE: This agenda item will be 16 entered as Exhibit List 2. 17 Exhibit List 2 consists of seven 18 applications for initial and/or renewal of 19 casino key and casino employee licenses. 20 Staff and the Division has recommended 21 that these licenses be granted. 22 VICE CHAIR EPPS: I move that we grant 23 the applications. 24 COMMISSIONER HARRINGTON: Second. 25 CHAIR KASSEKERT: The motion has been 10 ITEM NO. 3 1 made and seconded. All in favor? 2 (Ayes.) 3 CHAIR KASSEKERT: Opposed? 4 (No response.) 5 CHAIR KASSEKERT: Motion carries. 6 MR. NANCE: Item No. 3, stipulation of 7 settlement and consent agreements. When I call 8 your name, please come forward, stand behind 9 this middle table, spreading across the room so 10 that you may be seen: Christopher Snow, Ralph 11 Platt, Jr., Michael Hallahan, Amir Mahmoud, 12 Jeffrey Ebert, Khonsavan Vongnaraj, Vivienne 13 Doclosen, Dana Nixon, Fredrick Carney, Patricia 14 Higgs, Christa Arndt, and Luis Paredes. 15 CHAIR KASSEKERT: I'm going to ask that 16 you each state your name for the record, 17 starting with you. 18 MR. SNOW: Christopher Snow. 19 MR. VONGNARAJ: Khonsavan Vongnaraj. 20 MS. ARNDT: Christa Arndt. 21 MR. PLATT: Ralph Platt. 22 CHAIR KASSEKERT: Okay. In a moment we 23 are going to vote on the stipulations which 24 you've agreed to with the Division of Gaming 25 Enforcement. I'm going to ask at this point if 11 ITEM NO. 3 1 any of you wish to be heard on your matter. 2 You don't have to say anything if you don't 3 want to. 4 Does anyone wish to be heard? 5 (No response.) 6 CHAIR KASSEKERT: I'm going to take that 7 as a no. 8 Mr. Biscieglia? 9 MR. BISCIEGLIA: Thank you. Good 10 morning, Chair, Commissioners. 11 The Division has nothing further and 12 asks that the stipulations be adopted -- 13 approved as submitted. 14 Thank you. 15 CHAIR KASSEKERT: Thank you. 16 Any questions? 17 COMMISSIONER HARRINGTON: No. 18 VICE CHAIR EPPS: Move that we approve 19 the stipulations. 20 COMMISSIONER HARRINGTON: Second. 21 CHAIR KASSEKERT: The motion has been 22 made and seconded. All in favor? 23 (Ayes.) 24 CHAIR KASSEKERT: Opposed? 25 (No response.) 12 ITEM NO. 4 1 CHAIR KASSEKERT: Motion carries. 2 Thank you for coming. Good luck. 3 FROM THE FLOOR: Thank you. 4 MR. NANCE: Item No. 4. 5 MR. SNOW: Thank you. 6 MR. BISCIEGLIA: You're welcome. 7 MR. NANCE: Petitions for early 8 reapplication for Brandon Wilson and James 9 Surles. 10 Miss Frigen? 11 MS. FRIGEN: Good morning, Madame Chair, 12 Commissioners. 13 Let me ask for the record whether Mr. 14 Wilson is present this morning? 15 (No response.) 16 MS. FRIGEN: I don't believe he signed 17 in. 18 For your consideration is his petition 19 seeking permission to reapply early for a 20 license, registration, and/or noncredential 21 hotel employment. 22 By letter dated November 5th, the 23 Division interposed an objection. I would note 24 that one of the issues he raised was his 25 failure to provide character reference 13 ITEM NO. 4 1 information. He subsequently did provide that, 2 following the receipt of the Division's 3 position letter. However, he is not here 4 today. 5 I would defer over to the Division and 6 then let the Commission decide what it wants to 7 do. 8 CHAIR KASSEKERT: Okay. Mr. Biscieglia? 9 MR. BISCIEGLIA: Thank you, Chair. 10 As Miss Frigen stated, the Division's 11 objections to this petition is based upon the 12 fact that at the time the petition was 13 submitted, there was no accompanying character 14 reference information, thereby not giving the 15 Division a basis whether to conclude to 16 object -- or not to object to this petition. 17 I understand that some evidence has been 18 submitted. I have not seen this evidence 19 personally, although I do understand that the 20 Division continued its objection after 21 receiving these letters. 22 Therefore, the Division will continue 23 its objection and leave this matter in the 24 hands of the Commission -- 25 CHAIR KASSEKERT: Okay. 14 ITEM NO. 4 1 MR. BISCIEGLIA: -- to decide the 2 outcome of the petition. 3 Thank you. 4 CHAIR KASSEKERT: Let me ask if any of 5 the Commissioners have any questions for Mr. 6 Biscieglia? 7 VICE CHAIR EPPS: No. 8 COMMISSIONER HARRINGTON: No. 9 CHAIR KASSEKERT: No. Okay. 10 COMMISSIONER HARRINGTON: I move that we 11 grant Mr. Wilson permission to reapply early 12 for a casino employee license, a casino service 13 employee registration, and/or to obtain 14 employment early as a noncredential hotel 15 employee. 16 CHAIR KASSEKERT: Is there a second? 17 VICE CHAIR EPPS: 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: Okay. On the next case we 25 have is James Surles. Again, I don't believe 15 ITEM NO. 4 1 he is present this morning. But I will ask for 2 the record whether Mr. Surles is present or 3 represented? 4 (No response.) 5 MS. FRIGEN: Apparently not. 6 The Commission may recall, this matter 7 was adjourned from the Commission public 8 meeting a couple weeks ago because it had 9 represented that Mr. Surles had asked to either 10 be permitted to defer action on its petition or 11 alternatively withdraw this petition. He -- 12 the withdrawal request though was only verbal 13 to the Commission staff, and the Commission had 14 asked that he submit such a request in writing. 15 He subsequently has does that, which we've 16 provided for the Commission's consideration as 17 well as the Division of Gaming Enforcement. 18 I would ask Mr. Biscieglia to provide 19 you with the Division's position on this matter 20 at this point. 21 CHAIR KASSEKERT: Thank you. 22 Mr. Biscieglia? 23 MR. BISCIEGLIA: Thank you. 24 The Division's position is that this 25 matter, is that the petition should not be 16 ITEM NO. 4 1 allowed to be withdrawn. It should be heard 2 and denied based on the information set forth 3 in the Division's letter to the Commission and 4 also the Division's arguments of the public 5 meeting of November 15th [sic]. 6 In Mr. Surles' letter of October 30th, I 7 believe, 2009, requesting withdrawal of his 8 application, the main -- his main argument for 9 requesting withdrawal is that he has a warrant 10 for his arrest, and he does not want to appear 11 where he would likely be arrested. 12 In the Division's eyes, this is not a 13 solid basis for a request for withdrawal, the 14 fear for criminal prosecution by appearing in 15 front of the Commission. So the Division would 16 ask that the motion be heard and be denied 17 based on the information set forth in the 18 letter. 19 The Division would also ask that if the 20 Commission did decide to allow withdrawal of 21 this motion that Mr. Surles should be 22 restricted from petitioning for early 23 reapplication for the two-year period that 24 would normally occur when a petition is denied. 25 Thank you. 17 ITEM NO. 4 1 CHAIR KASSEKERT: Let me ask if there 2 are any questions for Mr. Biscieglia? 3 COMMISSIONER HARRINGTON: No. 4 VICE CHAIR EPPS: No. 5 CHAIR KASSEKERT: Commissioner 6 Harrington? 7 COMMISSIONER HARRINGTON: No. 8 I would move that we deny Mr. Surles' 9 petition to reapply early for a casino employee 10 license, a casino service employee 11 registration, or to obtain employment early as 12 a noncredential hotel employee. 13 CHAIR KASSEKERT: Is there a second? 14 VICE CHAIR EPPS: Question. 15 CHAIR KASSEKERT: Sure. 16 VICE CHAIR EPPS: We don't need to 17 entertain a motion at all, then. I mean -- 18 CHAIR KASSEKERT: Well, he's not -- he 19 didn't really -- 20 VICE CHAIR EPPS: He didn't make a 21 motion. He just wrote a letter. You know what 22 I mean? 23 MS. FAUNTLEROY: He wrote a letter to 24 request to withdraw in consideration. 25 VICE CHAIR EPPS: Do we need to deny 18 ITEM NO. 4 1 that request, also? Or is it okay to just deny 2 the -- 3 MS. FAUNTLEROY: I would recommend that 4 you deny, if that's your desire, his 5 application -- his letter request to withdraw. 6 VICE CHAIR EPPS: Can we do it all in 7 one motion, then? Can we -- 8 MS. FAUNTLEROY: Yes, you can. 9 VICE CHAIR EPPS: So I would ask, 10 Sharon, if you would amend your motion to deny 11 his motion to withdraw his application and then 12 deny his petition. 13 COMMISSIONER HARRINGTON: I amend my 14 motion. 15 (Laughter.) 16 MS. FRIGEN: Thank you. 17 CHAIR KASSEKERT: The motion has been 18 made and seconded. All in favor? 19 (Ayes.) 20 CHAIR KASSEKERT: Opposed? 21 (No response.) 22 CHAIR KASSEKERT: Motion carries. 23 COMMISSIONER HARRINGTON: Thank you 24 for -- 25 VICE CHAIR EPPS: You're welcome. 19 ITEM NO. 5 1 COMMISSIONER HARRINGTON: -- that 2 clarification. 3 MR. NANCE: Item No. 5, application for 4 suspension for Gary Fontanilla, Norma Roldan, 5 Gaylor Tendee, Mark Tran, and Xiu Zou. 6 MS. DeLIA: Good morning. 7 I'm aware that Jessica Mangina is 8 present today and would like to address the 9 Commission. 10 Just for the record, I'd like to ask if 11 anybody else is here or represented? 12 (No response.) 13 MS. DeLIA: Apparently not. 14 I understand we're going to take the 15 people that have not appeared first. 16 CHAIR KASSEKERT: Okay. So we'll go a, 17 b, d, e, and f? 18 MR. NANCE: Yes. 19 CHAIR KASSEKERT: Okay. Mr. Biscieglia? 20 MR. BISCIEGLIA: Thank you. 21 I would just like to -- in regards to A, 22 Gary Fontanilla, D, Gaylor Tendee, and, E, Mark 23 Tran, those individuals are all currently 24 pending a grand jury with no date set. 25 With regards to F, Xiu Zou I believe is 20 ITEM NO. 5 1 the pronunciation, the Respondent was indicted 2 for one count of swindling and cheating, third 3 degree. I don't have a date for the 4 indictment, but it was recent. And this is 5 currently pending a status conference with no 6 date set. 7 CHAIR KASSEKERT: Thank you. 8 Any questions for Mr. Biscieglia? 9 VICE CHAIR EPPS: Madame Chair, with 10 respect to Items 5a, b, d, e, and f, I move 11 that we grant the Division's application for 12 suspension. 13 COMMISSIONER HARRINGTON: 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: The motion carries. 20 Now we'll move on to Item C. 21 MR. NANCE: Yes. I'd like to call 22 Jessica Mangina. 23 MS. DeLIA: Yes. I would ask -- 24 CHAIR KASSEKERT: Miss Mangina, do you 25 want to say something to us today? 21 ITEM NO. 5 1 MS. MANGINA: Yes, ma'am. 2 CHAIR KASSEKERT: Okay. Would you stand 3 and be sworn in, please? 4 5 JESSICA MANGINA, was duly sworn to 6 testify in this matter. 7 8 MR. NANCE: Please state your name for 9 the record. 10 MS. MANGINA: Jessica Mangina. 11 MR. NANCE: Thank you. 12 CHAIR KASSEKERT: I'm going to ask Mr. 13 Biscieglia to go first to put his -- the facts 14 concerning this matter on the record. 15 Mr. Biscieglia? 16 MR. BISCIEGLIA: Thank you. 17 On August 19th of 2009, the Division 18 filed a complaint seeking the revocation of the 19 Respondent's credential based upon her December 20 18th, 2007, indictment for a theft by unlawful 21 taking, third degree. This was a crime that 22 involved an eBay scam that was a theft of a 23 total amount of about $23,000. I believe all 24 that -- roughly $6600 was returned to the 25 victim. And that $6600 is part of the 22 ITEM NO. 5 1 restitution involved in the Respondent's PTI. 2 On May 27th of 2008, the Respondent was 3 admitted into the Pretrial Intervention Program 4 for 36 months, and on October 21st of 2009, the 5 Respondent was granted a deferral in regards to 6 the Division's complaint. So with the deferral 7 in place, the suspension application was filed, 8 and the Division feels it is appropriate, 9 considering this matter will not be able to 10 be -- reach the end of litigation for 11 approximately another year. 12 Thank you. 13 CHAIR KASSEKERT: Let me ask if there 14 are any questions from Mr. Biscieglia before we 15 hear from Miss Mangina? 16 VICE CHAIR EPPS: Just one question. 17 CHAIR KASSEKERT: Uh-hum. 18 VICE CHAIR EPPS: Brian, what was the 19 delay from indictment to coming before us? 20 MR. BISCIEGLIA: In regards to the 21 indictment -- the date the complaint was filed? 22 VICE CHAIR EPPS: Right. I mean, we 23 get -- didn't you say it was a December of '07 24 indictment? 25 MR. BISCIEGLIA: The indictment, yes. 23 ITEM NO. 5 1 December 18th, 2007. 2 VICE CHAIR EPPS: Okay. 3 MR. BISCIEGLIA: The file was not 4 reported to the Division until June 10th of 5 '09. It's my understanding that with the 6 registrations, often the registrations are -- 7 oh, wait. I see. 8 The registration was granted on December 9 4th of 2008. The registration is granted. 10 Then the investigation is conducted. So the 11 Division would not even have been looking into 12 this matter until that time. And then, once 13 the investigation is processed, which looks 14 look it finally happened on June 10 of 2009, 15 then the Division was free to take a complaint 16 action. 17 VICE CHAIR EPPS: Okay. I just didn't 18 understand. 19 MR. BISCIEGLIA: The reversal of the 20 licensing process where the registration is 21 granted, then an investigation, excuse me, 22 takes place. The registration was not granted 23 until December 4th of 2008. That's why the 24 investigation wouldn't have taken place prior 25 to that. 24 ITEM NO. 5 1 VICE CHAIR EPPS: Okay. I didn't 2 understand the delay between. 3 COMMISSIONER HARRINGTON: That was my 4 question as well. 5 CHAIR KASSEKERT: All right. Miss 6 Mangina, you have been sworn in. What would 7 you like to say to us today? 8 MS. MANGINA: As the gentleman over 9 here, I did put in a for a deferral for my 10 hearing. But, unfortunately, due to some 11 unforeseen circumstances, it has become 12 extremely important to keep my job. And I am 13 able to finish my PTI probably within the next 14 three or four months rather than a year. 15 The circumstances is that my 16 step-daughter a couple weeks ago was diagnosed 17 with cancer. And, you know, the expenses are 18 starting to roll in and everything else. And 19 so I would ask that, you know, we'll be able to 20 set up a hearing, and I can get taken care of 21 all these charges and everything else. And I 22 ask you not to suspend my license, you know, 23 because the hearing and everything else is 24 going to be taking place. You know, it's going 25 to be done in a couple months rather than a 25 ITEM NO. 5 1 year. And, you know, I just right now, really 2 need my job. 3 CHAIR KASSEKERT: What do you do? 4 MS. MANGINA: I work up in housekeeping 5 department as a rooms control. 6 And that's another thing I wanted to 7 tell you. If it's part of your consideration 8 at all, I don't work with any kind of money. I 9 don't do any kind of comps. You know, I work 10 in housekeeping department, trying to, you 11 know, get the rooms turned over, checking to 12 see if people have checked out and, you know, 13 just trying to get rooms back on the rack for 14 the front desk. So I don't handle any kind of 15 money whatsoever. 16 CHAIR KASSEKERT: Okay. Let me ask if 17 any of the commissioners have any questions? 18 VICE CHAIR EPPS: I have a question. 19 Do we know why this is a registration 20 situation at all? If there's -- 21 MR. BISCIEGLIA: Because the Respondent 22 applied. I mean, the Respondent applied for 23 one. I don't know if it's necessary for her 24 job or not. But these are all questions that 25 would be answered during the litigation process 26 ITEM NO. 5 1 that with the deferral, we can't address at 2 this time. I would assume -- actually, that 3 might be a better question for the Respondent. 4 I don't know why she would have a registration 5 if she didn't need one. 6 VICE CHAIR EPPS: Miss Mangina, do you 7 know why you have a registration? 8 MS. MANGINA: Yes. As part of the 9 position of a rooms controller, you are 10 required to get one. And that's just -- when I 11 started at the front desk and then when I was 12 promoted to rooms control, that was just part 13 of what I had to do. 14 CHAIR KASSEKERT: What casino are you 15 at? 16 MS. MANGINA: Harrah's. 17 CHAIR KASSEKERT: Harrah's? 18 COMMISSIONER HARRINGTON: No. 19 CHAIR KASSEKERT: Well, I'm -- I'm going 20 to make a motion now. You know, obviously, you 21 know what you did is a very serious issue. 22 MS. MANGINA: Absolutely. 23 CHAIR KASSEKERT: I think given the fact 24 of where you work, I'm going to make a motion 25 to deny the Division's application for 27 ITEM NO. 5 1 suspension. 2 COMMISSIONER HARRINGTON: Second. 3 CHAIR KASSEKERT: The motion has been 4 made and seconded. All in favor? 5 (Ayes.) 6 CHAIR KASSEKERT: Opposed? 7 VICE CHAIR EPPS: I'll vote with the 8 motion. 9 CHAIR KASSEKERT: Okay. Motion carries. 10 MR. BISCIEGLIA: Can I ask what the 11 basis for the denial is? 12 CHAIR KASSEKERT: Well, you know, first 13 of all -- first of all, she works in a hotel 14 situation. I'm not sure why she would even 15 need a registration in order to do that. 16 MR. BISCIEGLIA: I believe she just 17 stated she needs it for her job. 18 CHAIR KASSEKERT: Well, I understand 19 that, Brian. But she's not -- you know, we -- 20 our responsibility is to govern what happens on 21 the casino floor. And I've always had a 22 concern. You know, she could get this same job 23 at the Sheraton and not required to be 24 licensed. 25 And I -- I heard her testimony today. I 28 ITEM NO. 5 1 just -- at this point I don't feel the -- 2 that's my motion. 3 MR. BISCIEGLIA: I understand that. 4 This does fly in contrast to the normal 5 operations of the Division. 6 CHAIR KASSEKERT: I understand that. 7 MR. BISCIEGLIA: The Respondent is the 8 one who requested the deferral. She was under 9 no duty to do so. She did that of her own 10 volition. And a suspension motion following a 11 deferral to a third-degree matter, now we're 12 left with a matter that cannot be adjudicated 13 for over a year with the disqualifying charges, 14 and the person is permitted to work. 15 CHAIR KASSEKERT: But she's also in PTI, 16 and we've had these situations before -- 17 MR. BISCIEGLIA: Which is pending 18 charges. 19 CHAIR KASSEKERT: Right. But if she 20 completes PTI, then where are you? A year has 21 gone by. 22 MR. BISCIEGLIA: If she completes PTI, 23 then that would be an appropriate time for the 24 matter to be reopened, and it would be 25 litigated. 29 ITEM NO. 6 1 CHAIR KASSEKERT: I'm sorry. 2 MS. FAUNTLEROY: I think the Commission 3 needs to look at the agenda item. 4 There's an appeal process, Brian. 5 MR. NANCE: Item No. 6, reconsideration 6 of Commission final order due to noncompliance 7 of conditions therein concerning Myra Korejwo. 8 Miss DeLia? 9 MS. DeLIA: I'm sorry. 10 The case -- this case is being presented 11 to the Commission today for action due to the 12 licensee failing to comply with conditions that 13 had been ordered by the Commission pursuant to 14 the terms and the agreed-upon stipulation of 15 settlement. 16 The licensee failed to respond to 17 letters from the Commission and Division and 18 failed to appear for a scheduled conference to 19 address her failed compliance. 20 The matter is now being presented to the 21 Commission for final action. 22 CHAIR KASSEKERT: All right. Mr. 23 Biscieglia? 24 MR. BISCIEGLIA: In light of the 25 Respondent's failure to appear today, the last 30 ITEM NO. 6 1 in a long line of chances given to come into 2 compliance with the stipulation of settlement, 3 the Division must ask for that the order 4 granting licensure be vacated. 5 Thank you. 6 CHAIR KASSEKERT: Any questions? 7 VICE CHAIR EPPS: No. 8 I move that based upon her noncompliance 9 with conditions set forth in existing 10 Commission order and a subsequent failure to 11 address her noncompliance issues after having 12 been afforded an opportunity to do so, that we 13 vacate the existing order granting a casino key 14 license employee license application of Myra R. 15 Korejwo and deny her renewal application. 16 COMMISSIONER HARRINGTON: I'll second 17 the motion. 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 MR. BISCIEGLIA: Thank you. 25 MS. DeLIA: Thank you. 31 ITEM NO. 7 1 MR. NANCE: Item No. 7, petition of 2 Infinity World Investment, LLC, and Infinity 3 World, LP, for the temporary qualification of 4 officers of Dubai World pursuant to NJAC 5 19:43-2.7(c) and (d). 6 Miss Richardson? 7 MS. RICHARDSON: Good morning, Chair and 8 Commissioners. 9 A draft resolutions in these matters 10 have been circulated to the parties. 11 Appearing for Petitioners is Pat 12 Madamba, and for the Division is DAG Jim 13 Fogarty. 14 MR. MADAMBA: Good morning, Madame 15 Chair, members of the Commission. Patrick 16 Madamba from the law firm of Fox Rothschild on 17 behalf of Infinity World Investments and 18 Infinity World Cayman. 19 I'm going to simply rely on the papers 20 in this matter and ask that you request the 21 relief -- that you grant the relief that we 22 requested. 23 We've looked at the draft resolutions, 24 and they are acceptable for each of the 25 matters. 32 ITEM NO. 7 1 Thank you. 2 CHAIR KASSEKERT: Thank you. 3 Mr. Fogarty? 4 MR. FOGARTY: Good morning, all. 5 This No. 7 is with regard to Mr. Bin 6 Theniyeh. 7 We have received the petition. We've 8 also received a letter amendment seeking your 9 approval for temp qual -- for temporary 10 qualification, nunc pro tunc, a date that's set 11 forth in the draft resolution. We have no 12 objection to that form of approval being given 13 and filed a letter not opposing a general 14 concept of temporary qualification. 15 Thank you. 16 CHAIR KASSEKERT: Thank you. 17 Any questions? 18 Commissioner Epps? 19 VICE CHAIR EPPS: Real quick, though. 20 Seven is to two individuals. Two separate 21 motions. 22 MR. FOGARTY: Together. Oh. 23 CHAIR KASSEKERT: Correct. Yeah. 24 VICE CHAIR EPPS: So you have -- 25 MR. FOGARTY: I have as to Mr. Theniyeh. 33 ITEM NO. 7 1 CHAIR KASSEKERT: We're going to do two 2 motions. 3 MR. FOGARTY: Which is the other 4 individual also associated with Dubai World. 5 We have filed our letter -- separate letter as 6 to him not objection -- not objecting to the 7 temporary qualification in his position with 8 Dubai World. 9 And I've seen the draft resolution and 10 have no objection to its entry. 11 Am I done with this now? 12 (Laughter.) 13 CHAIR KASSEKERT: Okay. We're going to 14 take these as two separate motions. 15 VICE CHAIR EPPS: Madame Chair, I move 16 that we adopt the draft resolution and 17 authorize Yuvraj Narayan on a temporary basis 18 and prior to his plenary qualification to 19 assume the duties and exercise the powers of 20 Group Chief Financial Officer of Dubai World 21 subject to the conditions contained in NJAC 22 19:43-2.7 which, among other things, require 23 that he file a personal history disclosure form 24 MJ and New Jersey supplement by December 17th, 25 2009. 34 ITEM NO. 7 1 CHAIR KASSEKERT: Is there a second? 2 COMMISSIONER HARRINGTON: I will second 3 that motion. 4 CHAIR KASSEKERT: Motion is made and 5 seconded. This is a roll call. 6 MR. NANCE: Commissioner Harrington? 7 COMMISSIONER HARRINGTON: Yes. 8 MR. NANCE: Vice Chair Epps? 9 VICE CHAIR EPPS: Yes. 10 MR. NANCE: Chair Kassekert? 11 CHAIR KASSEKERT: Yes. 12 MR. NANCE: The record will reflect that 13 the motion is unanimous. 14 CHAIR KASSEKERT: Now -- 15 VICE CHAIR EPPS: Madame Chair, I move 16 that we adopt the draft resolution and 17 authorize Jamal Majed Khalfan Bin Theniyeh on a 18 temporary basis and prior to his plenary 19 qualification to assume the duties and exercise 20 the powers of Group Chief Executive Officer of 21 Dubai World subject to the conditions contained 22 in NJAC 19:43-2.7 which, among other things, 23 require that he file a personal history 24 disclosure form MJ and New Jersey supplement by 25 December 17th, 2009. 35 ITEM NO. 8 1 COMMISSIONER HARRINGTON: And I will 2 second that motion. 3 CHAIR KASSEKERT: Motion is made and 4 seconded. This is a roll call vote. 5 MR. NANCE: Commissioner Harrington? 6 COMMISSIONER HARRINGTON: 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 CHAIR KASSEKERT: Thank you. 14 MR. NANCE: Item No. 8, petition of 15 Marina District Development Company, LLC, for 16 temporary qualification of Robert Meyne for 17 officer of its holding company, Boyd Gaming 18 Corporation, pursuant to NJAC 19:43-2.7. 19 Miss Richardson? 20 MS. RICHARDSON: Good morning again. 21 Joe Corbo requested that this matter be 22 heard on the papers, and the Commission has 23 permitted him to do that, and the Division has 24 no objection. 25 Jim Fogarty is here for the Division. 36 ITEM NO. 8 1 CHAIR KASSEKERT: Thank you. 2 Mr. Fogarty? 3 MR. FOGARTY: Yeah. As to Mr. Meyne, we 4 sent a letter to you all dated November 13, 5 2009, not objecting to the relief sought; that 6 is, to grant him as temporary qualification for 7 his position with Boyd. 8 I've seen the draft resolution, have no 9 objection. 10 CHAIR KASSEKERT: Thank you. 11 Any questions for Mr. Fogarty? 12 MS. HARRINGTON: No. 13 I will move that we adopt the draft 14 resolution and authorize Robert Meyne on a 15 temporary basis and prior to his plenary 16 qualification to assume the duties and exercise 17 powers of Vice President of Corporate 18 Communications of Boyd Gaming Corporation 19 subject to the conditions contained in NJAC 20 19:43-2.7 which, among other things, require 21 that he file a personal history disclosure form 22 MJ and NJ supplement by December 17th, 2009. 23 VICE CHAIR EPPS: Second. 24 CHAIR KASSEKERT: Motion is made and 25 seconded. This is a roll call vote. 37 ITEM NO. 9 1 MR. NANCE: Commissioner Harrington? 2 COMMISSIONER HARRINGTON: Yes. 3 MR. NANCE: Vice Chair Epps? 4 VICE CHAIR EPPS: Yes. 5 MR. NANCE: Chair Kassekert? 6 CHAIR KASSEKERT: Yes. 7 MR. NANCE: The record will reflect that 8 the motion is unanimous. 9 Item No. 9, petition of MGM MIRAGE and 10 MAC CORP. for temporary qualification of 11 Anthony Lozich as Executive Director of 12 Surveillance of MGM Mirage pursuant to NJAC 13 19:43-2.7. 14 Miss Richardson? 15 MS. RICHARDSON: A draft resolution has 16 also been circulated in this matter. 17 And appearing for Petitioners is Pat 18 Madamba, and for the Division Mr. Fogarty. 19 CHAIR KASSEKERT: Mr. Madamba? 20 MR. MADAMBA: Thank you, Madame Chair. 21 We're going to rely on our papers and 22 ask that you grant the relief requested. 23 We've looked at the -- we've reviewed 24 the draft resolution, and it is acceptable. 25 Thank you. 38 ITEM NO. 9 1 CHAIR KASSEKERT: Thank you. 2 Mr. Fogarty? 3 MR. FOGARTY: Yes. We filed a letter 4 with you all agreeing that Mr. Lozich can be 5 temporary qualified. 6 And I've seen the draft resolution, have 7 no objection to its entry. 8 CHAIR KASSEKERT: Thank you. 9 Any questions? 10 VICE CHAIR EPPS: No. 11 COMMISSIONER HARRINGTON: No. 12 VICE CHAIR EPPS: Madame Chair, I move 13 that we adopt the draft resolution and 14 authorize Anthony Lozich on a temporary basis 15 and prior to plenary qualification to assume 16 the duties and exercise the powers of Executive 17 Director of Security and Surveillance of MGM 18 MIRAGE, subject to the conditions contained in 19 NJAC 19:43-2.7 which, among other things, 20 require that he file a personal history 21 disclosure form MJ and New Jersey supplement by 22 December 17, 2009. 23 CHAIR KASSEKERT: Is there a second? 24 COMMISSIONER HARRINGTON: Second. 25 CHAIR KASSEKERT: Motion has been made 39 ITEM NO. 10 1 and seconded. This is a roll call vote. 2 MR. NANCE: Commissioner Harrington? 3 COMMISSIONER HARRINGTON: Yes. 4 MR. NANCE: Vice Chair Epps? 5 VICE CHAIR EPPS: Yes. 6 MR. NANCE: Chair Kassekert? 7 CHAIR KASSEKERT: Yes. 8 MR. NANCE: The record will reflect that 9 the motion is unanimous. 10 CHAIR KASSEKERT: Thank you. 11 MR. ADAMS: Thank you. 12 MR. NANCE: Item No. 10, proposed 13 publication and temporary adoption of 14 amendments to NJAC 19:47-1.5. 15 Mr. Mamolen? 16 MR. MAMOLEN: Good morning, Chair and 17 Commissioners. 18 This matter is before you for 19 publication and temporary adoption. As you 20 know, in the game of craps where true odds are 21 offered for placed bets known as buy bets, and 22 there is a vigorish required to be collected in 23 an amount not to exceed five percent. By the 24 specific request of one casino licensee, they 25 want to be able to offer an alternate method of 40 ITEM NO. 10 1 collecting the vigorish. One -- in one 2 instance they want to collect it at the time of 3 wagering, and in the other instance, whether or 4 not the wager is, in fact, won. This, again, 5 is -- it would allow not to choose one or the 6 other for all the different buy bets. 7 This requirement would be -- or the 8 alternate methods of collecting would have to 9 be posted at a designated craps table. So the 10 patrons would be advised as to whether or not a 11 specific buy bet is subject to a specific 12 method of collection of the vigorish. 13 CHAIR KASSEKERT: Thank you. 14 Let me ask if anyone has any questions? 15 Commissioner Epps? 16 VICE CHAIR EPPS: As proposed, would the 17 method be universal throughout the casino? Or 18 would it change from game to game? 19 MR. MAMOLEN: It would be subject to 20 designated tables. 21 VICE CHAIR EPPS: So some tables may 22 say -- 23 MR. MAMOLEN: Correct. 24 VICE CHAIR EPPS: -- at time of bet, and 25 some tables may say at -- 41 ITEM NO. 10 1 MR. MAMOLEN: Correct. 2 VICE CHAIR EPPS: Only on win? Okay. 3 CHAIR KASSEKERT: That's was fast. 4 Is there a motion? 5 VICE CHAIR EPPS: Madame Chair, I move 6 we, A, approve for temporary adoption; B, 7 authorize a test of alternative means to 8 collect specific vigorish on specific buy bets 9 and; C, approve for publication. 10 COMMISSIONER HARRINGTON: I'll second 11 that. 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: The motion carries. 18 MR. MAMOLEN: Thank you. 19 MR. NANCE: Item No. 12, consideration 20 of the applications of the Trustee and 21 Conservator for the former casino license 22 Adamar of New Jersey, Inc. 23 VICE CHAIR EPPS: Eleven. 24 CHAIR KASSEKERT: You skipped over 11. 25 MR. NANCE: Oh, I'm sorry. 42 ITEM NO. 11 1 (Laughter.) 2 MR. NANCE: Item No. 11, proposed 3 adoption of amendments to NJAC 19:46-1.26A. 4 MR. MONCRIEF: I'm relieved because my 5 bankruptcy experience is very limited. 6 (Laughter.) 7 MR. MONCRIEF: Madame Chair, members of 8 the Commission, for your consideration is a 9 proposed adoption of amendments to NJAC 10 19:46-1.26A which relates to bill changers that 11 use electrically erasable, programable storage 12 media in slot machines. 13 The proposed amendments were published 14 on July 15th. The public comment period ended 15 on October 16th. Public comments were received 16 from Bally Technologies and JCM Global. To 17 summarize the public comments, which basically 18 there were some clarifications that needed to 19 be made to the amendments to make the new 20 requirements more easily understandable by the 21 industry and anyone else who may have reason to 22 read the regulations. So as a result of the 23 public comments and discussions that we, the 24 staff, undertook with Bally Technologies and 25 JCM Global, several changes were made that are 43 ITEM NO. 11 1 minor substantive changes and one minor 2 technical change to the original proposal. The 3 changes do not require reproposal, and they are 4 now before you for consideration for adoption. 5 CHAIR KASSEKERT: Any questions? 6 VICE CHAIR EPPS: No questions. 7 Well, just one question. Often -- do we 8 need to state that they're being adopted with 9 changes that don't require -- 10 MR. MONCRIEF: I believe the motion 11 would have to say they're being adopted with 12 minor substantive changes and technical changes 13 that do not require reproposal. 14 VICE CHAIR EPPS: Okay. Well, I move 15 the motion that way. Okay. 16 I move that we adopt as published with 17 the minor changes, both technical and 18 otherwise, that don't require additional 19 publication. 20 COMMISSIONER HARRINGTON: Second that. 21 CHAIR KASSEKERT: The motion has been 22 made and seconded. All in favor? 23 (Ayes.) 24 CHAIR KASSEKERT: Opposed? 25 (No response.) 44 ITEM NO. 12 1 CHAIR KASSEKERT: Motion carries. 2 MR. MONCRIEF: Thank you. 3 CHAIR KASSEKERT: Thank you. 4 MR. NANCE: Item 12, consideration of 5 the application of the Trustee and Conservator 6 for the former casino licensee, Adamar of New 7 Jersey, Inc., for approval of fees for the 8 Conservator/Trustee. 9 Miss Fauntleroy? 10 MS. FAUNTLEROY: Good morning. 11 We have Mary Jo Flaherty for the 12 Division, Sean Mack for the Conservator/ 13 Trustee Justice Stein. 14 You have before you two invoices, one 15 invoice covering the period July 1 through 16 September 30, 2009, for an amount seeking 17 approval of 33,800, and invoice October 1 18 through October 31, 2009, seeking approval for 19 13,845, for a total sought of 47,645 for that 20 period. 21 Conservator reports were also submitted 22 consistent with those timelines. 23 And if there's anything to be said by 24 the Division or Sean? 25 CHAIR KASSEKERT: Mr. Mack? 45 ITEM NO. 12 1 MR. MACK: Good morning, Chair, 2 Commissioners. 3 You have Justice Stein's invoices dating 4 back to July. If you have any questions, I'll 5 be happy to answer them. Otherwise I'll just 6 request that they be approved. 7 CHAIR KASSEKERT: Let me ask if there 8 are any questions before we hear from Miss 9 Flaherty in this matter? 10 Ms. Flaherty? 11 MS. FLAHERTY: Yes, Chair, 12 Commissioners. 13 We've reviewed these submissions with 14 regard to those billings, and we have no 15 objection. We leave it to the Commission's 16 discretion as to whether or not to approve the 17 amount sought. 18 We would note that our position is 19 subject to the continuation of the financial 20 conditions placed upon the Tropicana. 21 Thank you very much. 22 CHAIR KASSEKERT: Thank you. 23 Any questions? 24 VICE CHAIR EPPS: No questions. 25 COMMISSIONER HARRINGTON: No. No 46 ITEM NO. 13 1 questions. 2 VICE CHAIR EPPS: Madame Chair, I move 3 that we approve the invoices of Conservator and 4 Trustee Stein for the periods July 1 through 5 September 30, 2009, and October 1 through 6 October 31, 2009. 7 CHAIR KASSEKERT: Is there a second? 8 COMMISSIONER HARRINGTON: 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 MR. NANCE: Item No. 13, amended joint 16 petition of the Trustee/Conservator for Adamar 17 of New Jersey, Inc., et al., to extend the sale 18 period. 19 Miss Richardson? 20 MS. RICHARDSON: Good morning. 21 A draft resolution has been circulated 22 in this matter. 23 Appearing for the Secured Lenders is Gil 24 Brooks, for the Trustee and Conservator, Sean 25 Mack, and for the Division is DAG Jack Adams. 47 ITEM NO. 13 1 CHAIR KASSEKERT: Mr. Mack? Mr. Brooks? 2 MR. MACK: Good morning, Madame Chair 3 and Commissioners. 4 We tried to set forth in our petition a 5 detailed history of what's occurred over the 6 last two years now in this process, and the 7 particular details of what's transpired since 8 we were last before you in April, at which time 9 you authorized us to begin this bankruptcy sale 10 process. 11 The good news is at that time, we 12 forecasted a lot of things that had to occur 13 over the coming months. Most of that has been 14 accomplished. In addition to the things we had 15 forecasted, at the request of the Secured 16 Lenders in August, we began negotiating a -- 17 what's called a G Reorganization and revised 18 purchase agreement, which you heard a lot of 19 testimony about in the hearing last month, and 20 I won't repeat here. That's now been approved 21 by this body and the bankruptcy courts in 22 Delaware. And in connection with that revised 23 agreement, one additional thing we had to do 24 was make filings with the Securities and 25 Exchange Commission because the G 48 ITEM NO. 13 1 Reorganization will require a transfer of 2 securities in connection with this sale. So 3 that brings us to today. 4 I was hoping that we wouldn't have to 5 come before you to ask for yet another 6 extension. But what remains to be done is to 7 obtain the gaming approvals in all the 8 jurisdictions in which reorganized Tropicana 9 will operate casinos. I'm confident, based on 10 my experience with you all and the Division and 11 Commission staff that if it had only been in 12 New Jersey where we need this gaming approval, 13 you all would move mountains to get it done by 14 the end of the year. Unfortunately, we also 15 need it from other jurisdictions, and I know 16 everyone's working diligently to get that done. 17 Mr. Brooks can expand upon this a little 18 bit if he wants to. But I understand that 19 we're looking at having hearings in other 20 jurisdictions and likely in New Jersey in the 21 second and third weeks in January. And we need 22 those hearings to be completed in order to 23 close the sale. And so our request today is 24 that you grant us a one-month extension in 25 order to complete those hearings, to have the 49 ITEM NO. 13 1 buyer be licensed in all those jurisdictions in 2 order to close the sale. 3 Also, in connection with our petition, 4 we're asking that you, as we had last April, 5 that you authorize us to enter into -- have a 6 cash collateral order entered in the bankruptcy 7 which will allow us to continue to use the 8 casino's cash in the ordinary course of 9 business. And that order is needed because the 10 lenders have liens on all that cash. And we're 11 also asking for a one-month extension to allow 12 us to do that for an extra month. 13 We have reviewed the draft resolution, 14 and it is acceptable to us. 15 And I'd be happy to answer any 16 questions. Or otherwise I'll rely on the 17 papers. 18 CHAIR KASSEKERT: Mr. Mack, just for 19 clarification, so the only thing that is really 20 left is these approvals in the other 21 jurisdictions? 22 MR. MACK: In terms of what needs to be 23 filed -- 24 CHAIR KASSEKERT: Uh-hum. 25 MR. MACK: Yes. The SEC filings have 50 ITEM NO. 13 1 been done. We're expecting those approvals to 2 occur later this month, early January. But 3 it's really just the regulatory gaming 4 approvals that are outstanding at this time. 5 CHAIR KASSEKERT: Okay. Mr. Brooks? 6 MR. BROOKS: Good morning, Madame Chair. 7 The Form 10 will go effective no later 8 than January 9th. That's probably the biggest 9 difficulty there was in connection with 10 scheduling the hearing sooner than that, 11 particularly in Nevada and Louisiana. But it 12 looks like it won't be -- could go effective 13 sooner than that, depending on comments and 14 exchanges in terms of information that has been 15 filed. But it won't go -- it will become 16 effective as of no latter than January 9th. 17 It looks like right now, based upon 18 conversations yesterday with all gaming counsel 19 in all jurisdictions that most of the hearings 20 in all jurisdictions will be take place in that 21 two, three-week time period. So that by around 22 or approximately January 21st, which will be 23 the Nevada Gaming Commission hearing date, 24 most -- most of the -- or the approvals will be 25 obtained that will allow closing. 51 ITEM NO. 13 1 There is also an approval process that's 2 been scheduled in Mississippi for the Icahn 3 organization. But that's -- Mississippi has 4 already -- there's no prior approval needed in 5 Mississippi. That will just be an approval of 6 Icahn in the ordinary course -- 7 CHAIR KASSEKERT: Uh-hum 8 MR. BROOKS: -- of what is necessary for 9 approval for closing, but it is scheduled now 10 for January 28th. 11 But in the Indiana, Louisiana, Nevada, 12 and hopefully New Jersey, all look like they 13 could go in that January -- January 7th or 14 January 6 through January 20th time frame, 21st 15 time frame. 16 CHAIR KASSEKERT: Let me ask if the 17 Commissioners have any questions? 18 VICE CHAIR EPPS: Just -- I think I know 19 the answer, but just for my own confidence, I 20 guess. We're not talking about any further 21 negotiations or documents that have to be 22 marked up or redrawn or anything like that. 23 We're only talking hearings that have to take 24 place, so there's no wranglings that we're 25 still talking about. We're just -- the 52 ITEM NO. 13 1 technicalities of getting the hearings done. 2 MR. BROOKS: That's correct. I mean, 3 the biggest issue is the ability to grant 4 waivers for lenders who own less than five 5 percent of the equity securities when the 6 reorganization -- when the plan of 7 reorganization is consummated. Right now there 8 are a number of lenders who own debt 9 securities. Those debt securities are being 10 exchanged for equity securities as part of the 11 plan reorganization. Icahn owns a significant 12 portion of those debt securities. Everyone 13 else is under five percent at this point. 14 However, you can't get waivers for them in 15 Nevada and Louisiana, in particular. New 16 Jersey has a little bit more flexibility 17 statutory scheme. But in those jurisdictions 18 you can't get waivers for the less-than-five- 19 percent lenders unless the Form 10 is effective 20 and the reorganized Tropicana is technically a 21 publicly traded corporation. 22 So those -- that is the biggest hang-up. 23 We need to be able to get -- excuse me -- 24 waivers for all those lenders who own less than 25 five percent. Otherwise they'd all have to 53 ITEM NO. 13 1 qualify. So that's really the main thing that 2 is left. 3 And, of course, there are issues related 4 to, for example in New Jersey, we still got to 5 finish the ICA trust and qualify the ICA 6 trustee, and there are some other things. But 7 they're all geared towards licensing. There's 8 nothing left from a transactional perspective, 9 if you will. 10 VICE CHAIR EPPS: All right. 11 COMMISSIONER HARRINGTON: And I'm 12 just -- you're confident that this is a 13 realistic time frame, January 21st? 14 MR. BROOKS: Yeah. I'm confident. 15 Because, frankly, the client is very anxious to 16 close and isn't really thrilled that we're 17 going into January. But, it was inevitable in 18 Nevada. And once it became inevitable in 19 Nevada -- Nevada couldn't hear us sooner. They 20 won't schedule it until the Form 10 was 21 effective, so that put us in a situation where 22 you can't have a hearing until after the 23 January 9th date. 24 COMMISSIONER HARRINGTON: Okay. 25 MR. BROOKS: So that put this January 54 ITEM NO. 13 1 21st date in Nevada. And once that happened, 2 other jurisdictions, including New Jersey, at 3 that point it's, okay, let's get it done. This 4 is a realistic time frame. We can close 5 thereafter. 6 COMMISSIONER HARRINGTON: Thank you. 7 CHAIR KASSEKERT: Mr. Adams? 8 MR. ADAMS: Good morning, Chair and 9 Commissioners. 10 My only comment is that this assumes -- 11 and I'm taking counsel's word for it -- that 12 the appropriate applications will be made and 13 filed with you. We don't have an ICA petition. 14 We don't have any waiver petition. 15 Having said that, barring something 16 unforeseen, hopefully, you'll be in a position, 17 I'll be in a position to respond to that in 18 this time period we're talking about. And you 19 may have to make some rulings about it, to 20 actually allow this ICA to issue based upon the 21 requests that I anticipate we're going to get 22 from the lenders. 23 That's why I put that little caveat in 24 my response, that if that doesn't happen for 25 whatever reason -- and no one can predict the 55 ITEM NO. 13 1 way these things have gone in the past that 2 some little wrinkle may not crop up. If you 3 determine, for example, that somebody's got to 4 qualify -- there's an individual with -- I 5 think Black Diamond who you have said has to 6 qualify at this point, and/or Black Diamond has 7 to qualify, we haven't done anything with 8 respect to Black Diamond by way of 9 investigation. So it's those types of 10 wrinkles. 11 CHAIR KASSEKERT: Uh-hum. 12 MR. ADAMS: Regulatory in nature, 13 albeit, that could be -- I don't want to say 14 it. I don't want to extend it beyond January 15 31st. We are all in favor of the extension 16 with the expectation that it's going to happen 17 with the latest on January 31st. But I just 18 want to lay this out that so everyone's not 19 under a misconception. That everything has 20 been filed already, and a lot of nuances have 21 already been worked out. Because although 22 while most of them have, and most of the 23 filings have come in already, there's that 24 little thing out there that may be -- 25 necessitating a further filing or further 56 ITEM NO. 13 1 ruling by your part. And if that extends it 2 beyond January 31st, we may be back here to 3 consider it then. I don't anticipate that, 4 just as counsel doesn't anticipate it. 5 But if you have any questions, I have 6 responded, also, the cash collateral. We have 7 no problem with that as well. 8 CHAIR KASSEKERT: Mr. Brooks, you want 9 to add anything to Mr. Adams' concept? 10 (Laughter.) 11 MR. BROOKS: No, Madame Chair. I think 12 we have some nits. I mean, we talked about one 13 of them last time we were here in a rather 14 animated discussion. But I think that all 15 these things will be dealt with very shortly. 16 The waiver -- the Black Diamond waiver, 17 that was -- there was a ruling, but there was 18 also an opportunity to argue that. And, 19 frankly, some other things had to take place 20 before we were in a position to make that 21 filing. We are in a position now to have that 22 happen. We had to settle on the board of 23 directors for the different entities, and the 24 charter provisions had to be dealt with, and 25 because we have to go through the lenders, we 57 ITEM NO. 13 1 have steps that have to take place -- 2 CHAIR KASSEKERT: Uh-hum. 3 MR. BROOKS: -- per the loan. And we 4 have direction letters that have to be 5 approved, et cetera. I'm not going to bore you 6 with the details, but I will say that we're in 7 a position now to make that filing and make the 8 request. And we have everything in line for 9 that, and I anticipate that we will be doing 10 that shortly. 11 CHAIR KASSEKERT: I assume Mr. Brooks is 12 a very good gaming attorney with clients who 13 really want to close very quickly. You are 14 going to expedite all this, so you can alleve 15 [sic] Mr. Adams' worries about it. 16 MR. BROOKS: Correct, Madame Chair. 17 CHAIR KASSEKERT: All right. Any 18 questions? 19 VICE CHAIR EPPS: No questions. I mean, 20 I guess I -- well, the reason for my question 21 was kind of sort of along the lines of Mr. 22 Adams. 23 CHAIR KASSEKERT: Uh-hum. 24 VICE CHAIR EPPS: I mean, we're talking 25 about 50 days, a little more than 50 days to 58 ITEM NO. 13 1 get all these things done. I'm like Mr. Adams. 2 The last thing I want to do is talk about 3 another extension request. But being real 4 about it, if everybody's confident, you're 5 making representations it can get done in 50 6 days, okay, and I'm willing to make the motion. 7 But I just want don't want to be here again, 8 say saying, well, we thought it could be done, 9 but we need you to extend this time again. 10 And, you know, I read about how the 18th 11 extension is before us. 12 But with the confidences given to us by 13 counsel, I will move that we adopt the draft 14 resolution and extend the sale period through 15 January 31st, 2010, subject to the cash reserve 16 requirement proposed in Commission regulation-- 17 or Resolution No. 08-06-04-15 and 08-06-18-21, 18 as well as Resolution 08-10-15-07, including 19 the conditions placed upon the record, except 20 as modified by Resolution 09-03-18-13. 21 And then I ask, does this as I've read 22 it include the bankruptcy collateral request? 23 MS. RICHARDSON: It doesn't, Vice Chair 24 Epps. That should be added, also, that that's 25 extended through January 31st of 2010, if you 59 ITEM NO. 14 1 would. I apologize for that. 2 VICE CHAIR EPPS: And I also move that 3 we extend the collateral request for the 4 bankruptcy procedure to January 31st, 2010, as 5 well. Huh. 6 (Laughter.) 7 CHAIR KASSEKERT: Is there a second? 8 COMMISSIONER HARRINGTON: I'll second 9 that. 10 (Laughter.) 11 CHAIR KASSEKERT: A motion has been made 12 and seconded. This is a roll call vote. 13 MR. NANCE: Commissioner Harrington? 14 COMMISSIONER HARRINGTON: Yes. 15 MR. NANCE: Vice Chair Epps? 16 VICE CHAIR EPPS: Yes. 17 MR. NANCE: Chair Kassekert? 18 CHAIR KASSEKERT: Yes. 19 MR. NANCE: The record will reflect that 20 the motion is unanimous. 21 CHAIR KASSEKERT: Thank you. 22 MR. BROOKS: Thank you, Madame Chair. 23 Thank you, Commissioners. 24 MR. NANCE: Item No. 14, consideration 25 of the qualification of Christine Spadafor to 60 ITEM NO. 14 1 serve as Director for Boyd Gaming Corporation. 2 Miss Richardson? 3 MS. RICHARDSON: Good morning, again. 4 Joe Corbo on behalf of Petitioners could 5 not appear today but indicated his agreement 6 with the draft resolution that was circulated. 7 Here for the Division is DAG Jim 8 Fogarty. 9 CHAIR KASSEKERT: Mr. Fogarty? 10 MR. FOGARTY: Yes. We are here on the 11 plenary qualification of Christine Spadafor to 12 serve as a member of the board of directors of 13 Boyd Gaming Corporation. 14 We have filed our report on her plenary 15 qualification dated November 16, 2009, wherein 16 we recommend that you so approve her. 17 I've seen a copy of the draft resolution 18 and have no objection to its entry. 19 CHAIR KASSEKERT: Thank you. 20 Any questions for Mr. Fogarty? 21 VICE CHAIR EPPS: No, Madame Chair. 22 I move that we adopt the draft 23 resolution and find Christine Spadafor 24 qualified as serve as Director for Boyd Gaming 25 Corporation. 61 ITEM NO. 15 1 COMMISSIONER HARRINGTON: Second that 2 motion. 3 CHAIR KASSEKERT: A motion has been made 4 and seconded. This is a roll call vote. 5 MR. NANCE: Commissioner Harrington? 6 COMMISSIONER HARRINGTON: 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 MR. FOGARTY: Thank you. 14 MR. NANCE: Item No. 15, request for an 15 extension of time and relief for so much of 16 Condition No. 20: In Resolution of the Casino 17 Control Commission concerning the Joint 18 Petition of Resorts International Hotel, Inc., 19 Column Financial, Inc., TriMont Real Estate 20 Advisors, Inc., Wells Fargo Bank, NA, and RAC 21 Atlantic City Holdings, LLC, regarding the 22 acquisition of real property on which a 23 licensed casino hotel is operated, and for 24 other relief; and in: Resolution of the Casino 25 Control Commission concerning the application 62 ITEM NO. 15 1 of RAC Atlantic City Holdings, LLC, for the 2 issuance of an initial casino license and 3 related matters as specifies a deadline of 4 seven business days within which to consummate 5 the transactions contemplated by those 6 resolutions. 7 Mr. DiGiacomo? 8 MR. DiGIACOMO: Chair, Commissioners, 9 good morning. 10 If the counsel could enter their 11 appearances for the record, please? 12 MR. O'GARA: Paul O'Gara for the 13 lendering group, which are Column Financial, 14 Wells Fargo, TriMont, and RAC. 15 MR. BROOKS: Good morning, Madame Chair. 16 Gil Brooks appearing from Duane Morris on 17 behalf of Resorts. 18 CHAIR KASSEKERT: Thank you. 19 Miss Flaherty? 20 MS. FLAHERTY: Mary Jo Flaherty, Deputy 21 Attorney General, on behalf of the Division of 22 Gaming Enforcement. 23 CHAIR KASSEKERT: Thank you. 24 MR. DiGIACOMO: Chair, this is Mr. 25 O'Gara's request, essentially. If he could 63 ITEM NO. 15 1 present the matter to you. 2 CHAIR KASSEKERT: Thank you. 3 Mr. O'Gara? 4 MR. O'GARA: Chair, yeah. Yesterday by 5 letter to you I sought the Commission relief 6 with Condition 20 of Resolution A. B was the 7 one which dealt with the casino license 8 requirement. It was the condition that -- for 9 the approvals to call for the closing within 10 seven business days which, I believe, Mr. 11 DiGiacomo and I agree is today. 12 In any event, we've asked to have it 13 extended. The reason is that we are dealing 14 with a large number of documents. And if we -- 15 if we say there's 40, if we put aside 35 of 16 them, which have to do with real property and 17 various things, we come to ones which deal with 18 reconciliation of operations and funds and have 19 to do with the Commission advance. We have 20 gotten very close with most of those documents, 21 and with those will come, I think, all of the 22 final things that we need. 23 Both sides have worked very diligently. 24 In fact, actually Wednesday and Friday of last 25 week and exchanged documents again on Monday, 64 ITEM NO. 15 1 have narrowed all the issues on them. They are 2 commercial issues. And have begun the process 3 of the bring-downs to have all the tax and lien 4 searches for the closing and the title 5 insurance. 6 We seek the extension order to work 7 those things out and so that we have two 8 things. Number one, we have the firm 9 commitment and the right amount of money in 10 this advance, and we have the commitment going 11 forward with respect to the advance in terms of 12 the approved budget. And that's what we're 13 seeking in doing in the period of time. 14 And that's where we are as of about 7:30 15 this morning. And I've spoken to -- to both 16 sides that were exchanging documents and have a 17 call at 3:30 or 4:00 this afternoon with 18 respect to that -- with two of the particular 19 documents. In both cases we've endeavored to 20 try to share the pertinent documents and the 21 pertinent things with your staff so they have 22 some idea precisely of, you know, kind of the 23 fine filaments of what it is we're talking 24 about as well as with Miss Flaherty and Mr. 25 Latimer. 65 ITEM NO. 15 1 CHAIR KASSEKERT: Let me ask if you want 2 to hear from each of the attorneys first or ask 3 questions or -- 4 VICE CHAIR EPPS: You can. 5 CHAIR KASSEKERT: Mr. Brooks? 6 MR. BROOKS: Madame Chair, I have no 7 nothing to add except that there is no 8 objection on Resorts' part to the extension 9 request, and we're working hard to finish the 10 process. 11 CHAIR KASSEKERT: Let me just ask you, 12 Mr. Brooks, for the record. I'm sorry. Now 13 I'm violating my own little rule here. 14 Weren't these documents being exchanged 15 before? I mean, I'm concerned that, you know, 16 we were back -- we were here a couple weeks 17 ago. We got assurances that this was moving 18 forward. I thought documents were being 19 exchanged all along. Isn't that not the case? 20 MR. BROOKS: I think, Madame Chair, the 21 documents were exchanged. There was an 22 agreement on documents that were placed in 23 escrow. That escrow agreement expired. There 24 was a period of time after that point in time 25 where things happen, things change in terms of 66 ITEM NO. 15 1 operations, budget, et cetera. And then the 2 documents have to be looked at again by the 3 lawyers on the transactional end. And so I 4 think that there was an exchange of the 5 documents, but I think the documents have to be 6 modified to reflect the current situation and 7 any other changes as a result of the 8 Commission's rulings. And the transactional 9 lawyers have been involved with that process. 10 So, yeah, there were documents that were 11 executed, put in escrow. But those 12 documents -- they are not the closing 13 documents. There are some other documents we 14 needed for close, and they're working through 15 that process. And, quite honestly, it's on the 16 transactional end. I mean, both sets of 17 transactional attorneys are working through 18 that process. 19 CHAIR KASSEKERT: Okay. Miss Flaherty? 20 MS. FLAHERTY: Yes. Chair and 21 Commissioners, I would just state for the 22 record that during the course of the last 23 proceeding, as the Commission will recall, the 24 Division had questioned the feasibility of 25 this -- of the time period. And there had been 67 ITEM NO. 15 1 a statement that that would, in fact, be 2 accomplished. We understand, however, this is 3 a complex transaction, and that there was an 4 intervening holiday, which was the basis for 5 our question to begin with. Our hope, 6 certainly, is that the closing will occur early 7 next week. Our expectation is that that the 8 closing will occur by December 9th or 10th. We 9 think that that's more than reasonable. And at 10 least speaking for myself, I think I have a 11 need for closure with regard to this matter. 12 (Laughter.) 13 MS. FLAHERTY: So I'd like to see that 14 happen. 15 If not, I think that any further time -- 16 and I understand the Commission's next meeting 17 is December the 16th, should be based upon a 18 showing of good cause for any period after -- 19 at the Commission's pleasure, either the 9th or 20 the 10th. And that authority be delegated to 21 the Chair for that intervening time period 22 between the 9th or 10th and the 16th as to any 23 further extension. 24 We note that there is a mention of 25 December 16th in a draft resolution. And, in 68 ITEM NO. 15 1 our opinion, we understand that the 2 Commission's next meeting is that date. But in 3 our view, that date should also be connected 4 with a time frame of either noon that day or 5 2:00 that day so as the date will not continue 6 on past the Commission meeting on that December 7 16th period. 8 CHAIR KASSEKERT: Okay. 9 MS. FLAHERTY: That's our view. 10 And with that, we don't object to the 11 relief requested, but we would ask that those 12 parameters that we've suggested be considered 13 by the Commission. 14 Thank you. 15 CHAIR KASSEKERT: We'll take that into 16 consideration. 17 Let me ask. Questions from the 18 Commissioners? 19 VICE CHAIR EPPS: Mr. O'Gara, Mr. 20 Brooks? 21 MR. O'GARA: Yes. 22 VICE CHAIR EPPS: I guess my question 23 is -- I know you were quoted earlier as saying 24 it's not like buying a house. 25 MR. O'GARA: Oh, if only it were. 69 ITEM NO. 15 1 VICE CHAIR EPPS: I know that we're at 2 the table with documents, but if we compare it 3 to a house, we're not a situation where -- 4 MR. O'GARA: Yeah. Let me clarify -- 5 VICE CHAIR EPPS: -- we can walk away 6 from the table and say we're not going to buy 7 the house. 8 MR. O'GARA: No. 9 VICE CHAIR EPPS: We're just fine-tuning 10 the documents, and it takes more time because 11 there's so many of them. 12 MR. O'GARA: Let me try to be somewhat 13 specific, I think, in response to the Chair's 14 question. I -- and the Chair can correct me if 15 I'm wrong, but I think there were 18, 19 16 principal documents, some of which were real 17 estate, some of which were transactional. We 18 are talking about working with two documents. 19 And in one case -- and I think you're aware, 20 the documents have schedules. And so it's kind 21 of unfair to say "a" document. Whether it be a 22 settlement agreement, whether it be a 23 management agreement, whether it be, you know, 24 the deed-in-lieu agreement, it may have 15 25 schedules attached to it. We are -- you know, 70 ITEM NO. 15 1 this isn't about -- you know, there's some 2 issue, oh, there's something wrong with the 3 title or there's this or there's that. There 4 are things that you pick up. I mean, in the 5 course of this yesterday, a notice came across 6 about a potable water report concerning the 7 well at Resorts, and somebody has to go out and 8 find that that report was responded to in 1989. 9 So, you know, but it's still been recorded. 10 That stuff. There are certain things that deal 11 with making sure you have the true-up and the 12 true-up as it matches against what was called 13 the Commission advance and the whole issue of 14 the continued stability in those schedules. 15 And that's what those discussions are. It's 16 isolated to very few things, Commissioner Epps. 17 VICE CHAIR EPPS: I guess, back to my 18 original question, though, we're not talking 19 about we're going to get this done and walk 20 away from the table. We're talking about let's 21 just finish this paperwork. 22 MR. O'GARA: Well, we believe we're 23 going to get it done. 24 CHAIR KASSEKERT: We hope. 25 MR. O'GARA: Yeah. We believe we're 71 ITEM NO. 15 1 going to get it done. There's a reality that 2 based upon everything that -- and I spoke with 3 Peter Hoelzle and some other people at TriMont 4 and some people from Column this morning. That 5 we have -- you know, we're talking about 6 resolving issues that, you know, we believe are 7 resolvable. Yeah. I mean, there's capable of 8 resolution. And in some cases they involve, 9 you know, working with budgets and those kind 10 of things. I mean, I don't want to try to be 11 too specific about budgets. But, you know, I 12 think that you are aware that these are -- 13 these are issues which become very complicated 14 in the marketplace we're in and against what 15 they were a month ago or two months ago. 16 And that's what we're trying to deal 17 with. We're trying to deal with numbers and, 18 as you know, in this case, significant amounts 19 of money that have to come from a third party. 20 CHAIR KASSEKERT: I understand that. 21 But that wasn't -- it wasn't a -- you know, you 22 were here before us two weeks ago. It was not 23 a month ago. You know, if time had been 24 necessary, it's just a little disconcerting, a 25 little frustrating to be back here again. 72 ITEM NO. 15 1 MR. O'GARA: Well, I understand that. 2 CHAIR KASSEKERT: And I don't know, Mr. 3 O'Gara, you know maybe these transactional 4 attorneys don't understand gaming law. Maybe 5 that's part of the issue. 6 MR. O'GARA: No. I think the issue here 7 is literally, to be very specific, is one of 8 sufficiency of advance and that type of thing. 9 I mean, you have a letter before you with $8 10 million. The question is -- you know, that's a 11 lot of money. I think you thought it was a lot 12 of money. 13 CHAIR KASSEKERT: Sure. Absolutely. 14 MR. O'GARA: It's about, you know, 15 looking at the budgets, making sure that that 8 16 million, and perhaps even more than that, you 17 know, is something that is viable. It's that, 18 and it goes back to those people. 19 I mean, and those budget things, Chair, 20 are things which -- literally those numbers 21 were trued up as of the approval and then are 22 trued up against the actual numbers that are 23 there. And that's what's going on. That's 24 what it's about. It's not about inability to 25 foresee that you have to either do this or you 73 ITEM NO. 15 1 have to do that. It's then looking at all 2 those things and making sure that you have 3 everything you can to close and it satisfies 4 all of those conditions. 5 CHAIR KASSEKERT: All right. 6 Commissioner Harrington, do you have any 7 questions? 8 COMMISSIONER HARRINGTON: I guess, you 9 know, given my brief tenure here, you know, 10 we've visited this issue over and over again, 11 again always expecting that this was the last 12 time. And my question is that not only, you 13 know, do I share the concerns about whether or 14 not we'll revisit another extension, but 15 considering the fact that you said that this 16 morning and, you know, even as we speak, these 17 issues are being resolved and rectified, do you 18 anticipate that it could happen sooner than 19 December 9th or 7th or 5th? 20 MR. O'GARA: Yeah. I realistically -- 21 yeah. I hesitate to say that because, I mean, 22 I believe it can. I mean, what happens is 23 once, you know, you have all those pieces, 24 there's then like a 24 hour that all the stuff 25 comes through, the title stuff and all that 74 ITEM NO. 15 1 kind of stuff. 2 CHAIR KASSEKERT: Uh-hum. 3 MR. O'GARA: And the monies moves, and 4 all those various things. All of that is in 5 place and is ready to do. It's a matter of the 6 parties, you know, having a full understanding 7 of what that means and what the obligations 8 they have to each other under these agreements 9 are in addition to the real estate agreements. 10 There are agreements which bind the parties 11 together and give them certain rights with 12 respect to each other and have a full 13 understanding. And, again, have a full 14 understanding of what they're telling a third 15 party, which is a funding party here. It's a 16 very odd circumstance that the funding party is 17 a third party. 18 But, yes, if -- if we believe that, you 19 know, we're talking to each other like nobody's 20 talking, you know, it's going right past each 21 other. It would be senseless. Because this is 22 in addition to the costs which are -- have been 23 incurred, in addition to the obligations going 24 forward, you'd just be piling bad money on top 25 of it is what you'd be doing if you didn't. 75 ITEM NO. 15 1 COMMISSIONER HARRINGTON: But I guess to 2 the Chair's point, one would -- well, I will 3 say I would -- assume that all of those nuances 4 of relationships had been well understood 5 before, you know, the 11th hour -- 6 MR. O'GARA: Oh, I think they understand 7 it. 8 COMMISSIONER HARRINGTON: -- 59 minutes 9 and 59 seconds. 10 MR. O'GARA: They understand the 11 relationships. I just think in addition to the 12 relationships, in the legal relationships, 13 there's difficult factual things posed by the 14 fact that it's both a legal and economic thing 15 going on simultaneously. And I don't think 16 anyone has any misunderstanding as to what the 17 agreements mean and what the obligations are. 18 It's just truing it up that everyone can 19 satisfy all those obligations and can present 20 them to you satisfied. Not, like, satisfied, 21 but. You know, they have to be satisfied. 22 There have to be commitments that go beyond, 23 you know -- without trying to be too specific, 24 you know, they have to go beyond two months and 25 three months. They have to be something more 76 ITEM NO. 15 1 substantial in that commitment or it doesn't 2 work. And I think everyone understands it. 3 CHAIR KASSEKERT: All right. Let me ask 4 if the Commissioners would like to recess? 5 I think we should take a recess. 6 COMMISSIONER HARRINGTON: I think that's 7 a good idea. 8 CHAIR KASSEKERT: Okay. 9 (A recess was taken from 11:43 to 11:55 10 a.m.) 11 CHAIR KASSEKERT: We're going to recess 12 until 1:30. 13 (A recess was taken from 11:55 to 1:38 14 p.m.) 15 CHAIR KASSEKERT: We'll go back on the 16 record. 17 Let me ask if the Commissioners have any 18 additional questions at this point? 19 VICE CHAIR EPPS: No. 20 COMMISSIONER HARRINGTON: No. 21 CHAIR KASSEKERT: Are there any 22 additional matters that need to be brought to 23 our attention at this time? 24 MR. O'GARA: I don't believe so, Chair. 25 MS. FLAHERTY: No, Madame Chair. 77 ITEM NO. 15 1 CHAIR KASSEKERT: Okay. Just under two 2 weeks ago, the Commission, in a highly emergent 3 and exigent circumstances, had approved a 4 proposal that would allow Resorts through 5 deeds-in-lieu of foreclosure to surrender title 6 to the casino hotel to its lenders in exchange 7 for their forgiving the outstanding and 8 defaulted debt that Resorts and its affiliates 9 owes them. At that time, the Commission 10 expected that the transaction would close 11 within seven business days. 12 Despite good-faith efforts to resolve 13 the matter within the specified timeframe, we 14 are now told that accomplishing that goal in so 15 short a period was overly ambitious, primarily 16 given the complexity of the transaction, but 17 without discounting the time lost for the 18 intervening Thanksgiving holiday. Thus, an 19 extension through December 10, 2009, is being 20 sought. In my opinion the extension is 21 necessary under the circumstances. 22 Although the Petitioners asked me to 23 consider the matter under delegated authority, 24 I believe that, for the sake of transparency in 25 addressing this most serious and unprecedented 78 ITEM NO. 15 1 matter, it is more appropriate for all 2 available Commissioners to consider the 3 question presented in open session, as we're 4 doing today. Further, I, like the Division, 5 believe that the need for urgency in concluding 6 the transaction is upon us, so that I would 7 only afford the Joint Petitioners until 1:00 8 p.m. on December 9th to do so, with the 9 expectation that they notify us at least 24 10 hours before the deadline if they reasonably 11 believe that the closing will not occur on this 12 time. 13 If legitimate, unforeseen circumstances 14 should arise, the possibility within the bounds 15 of the Open Public Meetings Act of convening a 16 special meeting is available. 17 With that, I move to adopt the draft 18 resolution and grant a limited extension until 19 December 9th, 2009, of the period within which 20 the deed-in-lieu transaction must close. And I 21 so move. 22 Is there a second? 23 VICE CHAIR EPPS: Second. 24 CHAIR KASSEKERT: The motion has been 25 made and seconded. All in favor? 79 ITEM NO. 15 1 (Ayes.) 2 CHAIR KASSEKERT: Opposed? 3 (No response.) 4 CHAIR KASSEKERT: Motion carries. 5 Thank you. 6 MR. O'GARA: Thank you, Commissioners. 7 MR. DiGIACOMO: Thank you, Commissioner. 8 MR. BROOKS: Thank you. 9 MS. FLAHERTY: Thank you. 10 MR. NANCE: In accordance with 11 Resolution 08-12-19-22, the next closed session 12 of the Commission shall be held on Wednesday, 13 December 16th, 2009, at 9:15 a.m. in the 14 Commission offices. 15 It is now time for the public 16 participation portion of the meeting. 17 CHAIR KASSEKERT: Is there anyone from 18 the public that wishes to be heard? 19 (No response.) 20 CHAIR KASSEKERT: Seeing no one, I'll 21 declare this portion of the meeting closed and 22 entertain a motion to adjourn. 23 VICE CHAIR EPPS: Motion to adjourn. 24 CHAIR KASSEKERT: Second? 25 COMMISSIONER HARRINGTON: Second. 80 1 CHAIR KASSEKERT: The motion has been 2 made and seconded. All in favor? 3 (Ayes.) 4 CHAIR KASSEKERT: Opposed? 5 (No response.) 6 CHAIR KASSEKERT: Motion carries. 7 (Public Meeting 09-12-02 was adjourned 8 at 1:39 p.m.) 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 81 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: December 7, 2009 23 My Notary Commission Expires July 22, 2014 24 ID No 2062871 25