1 1 STATE OF NEW JERSEY 2 CASINO CONTROL COMMISSION 3 - - - - - - - - - - - - - - - - - - - 4 5 PUBLIC MEETING NO. 11-05-23 6 7 - - - - - - - - - - - - - - - - - - - 8 9 Monday, May 23, 2011 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 10:38 a.m. to 12:26 p.m. 15 16 17 Certified Court Reporter: Darlene Sillitoe 18 - - - - - - - - - - - - - - - - - - - - - - - - - - - 19 20 ATLANTIC CITY COURT REPORTING, LLC 21 CERTIFIED COURT REPORTERS & VIDEOGRAPHERS 22 1125 ATLANTIC AVENUE, SUITE 700 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 EDWARD J. FANELLE, VICE CHAIR SHARON ANNE HARRINGTON, COMMISSIONER 4 PRESENT FOR THE CASINO CONTROL COMMISSION: 5 DARYL W. NANCE, ADMINISTRATIVE ANALYST DANIEL J. HENEGHAN, PUBLIC INFORMATION OFFICER 6 OFFICE OF THE GENERAL COUNSEL: 7 DIANNA W. FAUNTLEROY, GENERAL COUNSEL/EXECUTIVE SECRETARY 8 MARY WOZNIAK, ASSISTANT GENERAL COUNSEL SANDRA DeLIA, LEGAL SUPPORT SPECIALIST 9 DIVISION OF REGULATORY AFFAIRS: 10 JAMES FEHON, DIRECTOR 11 DIVISION OF GAMING ENFORCEMENT: DAVID REBUCK, DIRECTOR 12 DEPUTY ATTORNEYS GENERAL JOHN E. ADAMS, JR., DEPUTY ATTORNEY GENERAL 13 JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 14 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. 4 DARYL W. NANCE, ADMINISTRATIVE ANALYST JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 3 STERNS & WEINROTH PACIFICO S. AGNELLINI, ESQ. 4 FOR: GOLDEN NUGGET AC, LLC 5 ITEM NO. 5 DARYL W. NANCE, ADMINISTRATIVE ASSISTANT JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 6 STERNS & WEINROTH PACIFICO S. AGNELLINI, ESQ. 7 FOR: GOLDEN NUGGET AC, LLC 8 ITEM NO. 6 DARYL W. NANCE, ADMINISTRATIVE ASSISTANT JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 9 STERNS & WEINROTH PACIFICO S. AGNELLINI, ESQ. 10 FOR: GOLDEN NUGGET AC, LLC 11 ITEM NO. 7 DARYL W. NANCE, ADMINISTRATIVE ASSISTANT JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 12 STERNS & WEINROTH PACIFICO S. AGNELLINI, ESQ. 13 FOR: GOLDEN NUGGET AC, LLC 14 ITEM NO. 8 SANDRA DeLIA, LEGAL SUPPORT SPECIALIST JOHN E. ADAMS, JR., DEPUTY ATTORNEY 15 GENERAL STERNS & WEINROTH 16 PACIFICO S. AGNELLINI, ESQ. FOR: GOLDEN NUGGET AC, LLC 17 ITEM NO. 9 SANDRA DeLIA, LEGAL SUPPORT SPECIALIST 18 JOHN E. ADAMS, JR., DEPUTY ATTORNEY GENERAL 19 MICHAEL & CARROLL GUY S. MICHAEL, ESQ. 20 FOR: COASTAL MARINA, LLC 21 ITEM NO. 10 MARY WOZNIAK, ASSISTANT GENERAL COUNSEL JAMES C. FOGARTY, DEPUTY ATTORNEY GENERAL 22 STERNS & WEINROTH PAUL M. O'GARA, ESQ. 23 PACIFICO S. AGNELLINI, ESQ. FOR: GOLDEN NUGGET AC, LLC 24 25 4 1 AGENDA PUBLIC MEETING NO. 11-05-23 2 May 23, 2011, 10:38 a.m. ITEM PAGE VOTE 3 1 Ratification of the minutes of the 11 11 April 6, 2011, public meeting 4 2 Applications for casino key employee licenses and/or for qualifications: 5 I Initial casino key employee license 12 12 Applications: 6 a) Sean A. Carroll b) Patrick J. Emmel 7 c) Amanda Farenga d) Marie S. Garcia 8 e) Jacqueline S. Grace f) Adam W. Hebeler 9 g) Lorri D. Lee h) Israel Marrero 10 i) Vitali B. Neumiarzhytski j) Mohammed Rahman 11 II Resubmitted casino key employees 12 13 license applications: 12 a) Elizabeth M. Brown b) Tamara K. Brown 13 c) John M. Caruso d) Dawn M. Celli 14 e) Anthony J. Direnzo f) Michael Eddy 15 g) James H. Esco, Jr. h) James B. Giles 16 i) James A. Hodgdon j) Chai Khattiyavong 17 k) Michael J. Librone l) Christopher M. Loscalso 18 m) Paul R. Madden n) Anthony R. Mantione 19 o) Mary H. Martinez p) Francesco Martire 20 q) Albert J. Mastromatteo, Jr. r) Earl A. McClinton 21 s) Octavio Mendez t) Himar A. Modi 22 u) Gail E. Pagano v) Betty J. Parker 23 w) Salvatore Perna x) Frank Pizzino 24 y) Marilyn A. Pyott z) Rafael M. Rivera 25 5 1 CONTINUED AGENDA PUBLIC MEETING NO. 11-05-23 2 May 23, 2011, 10:38 a.m. ITEM PAGE VOTE 3 aa) Kevin M. Smith bb) Kaminiben Surti 4 cc) Stanley D. Strickland dd) Anthony Talvacchio 5 ee) William E. Wannop ff) Katherine C. Wilcox 6 III Applications for casino key employee 13 14 licenses and for qualification: 7 a) Daniel J. Brockdorf, Vice President 13 14 of Database Marketing for Bally's Park 8 Place, Inc., Boardwalk Regency Corporation, Harrah's Atlantic City Operating Company, 9 LLC, and Showboat Atlantic City Operating Company, LLC 10 b) Donald G. Karrer, Vice President of 14 14 Information Technology and Communications 11 for Trump Marina Associates, LLC, Trump Plaza Associates, LLC, and Trump Taj Mahal 12 Associates, LLC c) Michael P. Mellon, Vice President of 15 15 13 Hotel Operations for Trump Taj Mahal Associates, LLC 14 d) Alyce P. Parker, Vice President of 16 16 Public Affairs for Bally's Park Place, Inc., 15 Boardwalk Regency Corporation, Harrah's Atlantic City Operating Company, LLC, 16 and Showboat Atlantic City Operating Company, LLC 17 e) Scott E. Rhoad, Director of 17 17 Information Technology for RIH 18 Acquisitions NJ, LLC 3 Petition of Golden Nugget AC, LLC, (d/b/a 17 18 19 Golden Nugget Casino Hotel) for issuance of a temporary casino key employee license 20 to Panzie S. Fantauzzi pursuant to NJSA 5:12-89(e) and to permit her to assume the 21 duties of Casino Cashiering Supervisor (PRN 1311101) 22 4 Petition of Golden Nugget AC, LLC, (d/b/a 18 19 Golden Nugget Casino Hotel) for the issuance 23 of a temporary casino key qualifier employee license to Thomas M. Pohlman pursuant to 24 NJSA 5:12-89(e) and to permit him pursuant to NJAC 19:43-2.7(c) to assume the duties 25 6 1 CONTINUED AGENDA PUBLIC MEETING NO. 11-05-23 2 May 23, 2011, 10:38 a.m. ITEM PAGE VOTE 3 and exercise the powers of the Office of the General Manager of Golden Nugget Atlantic 4 City, LLC, without having been found qualified (PRN 1101102) 5 5 Petition of Golden Nugget AC, LLC, (d/b/a 20 21 Golden Nugget Casino Hotel) for the issuance 6 of a temporary casino key qualifier employee license to Tilman J. Fertitta pursuant to 7 NJSA 5:12-89(e) and to permit him pursuant to NJAC 13:60c-2.6 and NJSA 5:12-89(b)(4) to 8 assume the duties and exercise the powers of the Office of the President of Golden Nugget 9 Atlantic City, LLC, without having been found qualified (PRN 1261101) 10 6 Petition of Golden Nugget AC, LLC, (d/b/a 22 23 Golden Nugget Casino Hotel) for the issuance 11 of a temporary casino key qualifier employee license to Richard H. Liem pursuant to NJSA 12 5:12-89(e) and to permit him pursuant to NJAC 13:60c-2.6 and NJSA 5:12-89(b)(4) to 13 assume the duties and exercise the powers of the Office of Vice President and Treasurer 14 of Golden Nugget Atlantic City, LLC, without having been found qualified (PRN 1261103) 15 7 Petition of Golden Nugget AC, LLC, (d/b/a 23 25 Golden Nugget Casino Hotel) for the issuance 16 of a temporary casino key qualifier employee license to Steven L. Scheinthal pursuant to 17 NJSA 5:12-89(e) and to permit him pursuant to NJAC 13:69c-2.6 and NJSA 5:12-89(b)(4) 18 to assume the duties and exercise the powers Of the Office of Vice President and Secretary 19 of Golden Nugget Atlantic City, LLC, without Having been found qualified (PRN 1261102) 20 8 Petition of Tropicana Entertainment, Inc., 26 28 and Tropicana Atlantic City Corp., 21 requesting permission for Elizabeth S. Nelson, Esq, to perform the duties and exercise the 22 powers of General Counsel and Secretary for Tropicana Entertainment, Inc., pending 23 plenary qualification (PRN 1251101) 9 Petition of Coastal Marina, LLC, for 28 30 24 withdrawal of its application for interim casino authorization (PRN 1101101) 25 7 1 CONTINUED AGENDA PUBLIC MEETING NO. 11-05-23 2 May 23, 2011, 10:38 a.m. ITEM PAGE VOTE 3 10 Amended and restated petition of Golden 31 96 Nugget Atlantic City, LLC, and Fertitta 4 Entertainment Holdings, LLC, requesting interim casino authorization pursuant to 5 NJSA 51:12-05-12 through 95.16 and for other declaratory relief (PRN 0461101) 6 Richard H. Liem, sworn 43 Tilman Fertitta, sworn 64 7 11 Consideration of draft resolutions to 96 99 delegate certain authority to the Executive 8 Secretary and to the Director of Regulatory Affairs 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 8 1 E X H I B I T S : 2 NO. 2 DESCRIPTION ID EVD 3 EL I Grant for hearings 13 licenses X 4 EL II Grant 32 licenses X 5 EL III Grant 5 licenses X 6 NO. 10 7 C-1 Draft Resolution X 8 9 D-1 DGE Report, 5-16-11, on the Amended X and Restated Petition as revised of 10 Golden Nugget A.C., LLC, by David Rebuck, Acting Director, DAG (PRN 0461101) 11 P-1 Asset Purchase Agreement by and among X 12 Trump Marina Associates, LLC, Landry's A/C Gaming, Inc., Trump Entertainment 13 Resorts, Inc., and Landry's Restaurants, Inc., 2-11-11 14 P-2 Assignment of Asset Purchase Agreement X By and between Landry's A/C Gaming, Inc., 15 And Golden Nugget Atlantic City, LLC, 3-29-11 16 P-3 Transitional Services Agreement by and X between Trump Entertainment Resorts 17 Holdings, L.P., and Landry's A/C Gaming, Inc., 2-11-11 18 P-4 Credit Agreement among Golden Nugget, X LLC, and other subsidiary guarantors 19 party hereto, the lender party thereto and Jefferies Finance, LLC, draft, 5-10-11 20 P-5 Shared Services Agreement by and among X Golden Nugget Atlantic City, LLC, and 21 Landry's Restaurants, Inc., draft, 5-6-11 P-6 Certification of Tilman J. Fertitta X 22 regarding Equal Employee Business Opportunity, 5-12-11 23 P-7 Certification of Richard H. Liem regarding X internal controls, 5-16-11 24 P-8 Form ICA Trust Agreement between and X Among Golden Nugget, LLC, Golden Nugget 25 Atlantic City, LLC, and Thomas R. O'Brien, Trustee 9 1 CONTINUED E X H I B I T S : 2 NO. 10 DESCRIPTION ID EVD 3 P-9 New Jersey Gaming Independent Audit X Committee Charter for Golden Nugget 4 Atlantic City, LLC P-10 Golden Nugget Atlantic City, LLC X 5 Direct Ownership Chart P-11 Landry's Restaurants, Inc., Simplified X 6 Ownership of Golden Nugget Nevada Casinos P-12 Architectural Renderings - Golden Nugget X 7 Atlantic City (A to O) 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 (Exhibits retained by Commission.) 25 10 1 (Public Meeting 11-05-23 was commenced 2 at 10:38 a.m.) 3 MR. NANCE: Good morning. 4 I'd like to 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 Meeting Act," the New Jersey Casino Control 9 Commission on May 11th, 2011, filed with the 10 Secretary of State at the State House in 11 Trenton an annual meeting schedule. On May 12 12th, 2011, copies were mailed to the "Press of 13 Atlantic City" and the "Newark Star Ledger." 14 Members of the press will be permitted 15 to take photographs. We would ask this be done 16 in a manner which is not distructive or 17 distracting to the Commission. 18 The use of cell phones in the public 19 meeting room is prohibited while the Commission 20 is in session. 21 Any members 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 Please stand for the Pledge of 11 ITEM NO. 1-2 1 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 license matters. 7 The Commission approved the April 6, 8 2011, closed-session minutes. 9 Litigation update regarding: Edwards 10 versus Adamar of New Jersey, Inc., and et al. 11 And personnel matters were discussed. 12 The approval of the post-employement 13 application of James M. Breardon, Jr. 14 Item No. 1, ratification of the minutes 15 of April 6th, 2011, public meeting. 16 COMMISSIONER HARRINGTON: Move that we 17 adopt the minutes. 18 VICE CHAIR FANELLE: Second. 19 CHAIR KASSEKERT: The motion has been 20 made and seconded. All in favor? 21 (Ayes.) 22 CHAIR KASSEKERT: Opposed? 23 (No response.) 24 CHAIR KASSEKERT: Motion carries. 25 MR. NANCE: Item No. 2, application for 12 ITEM NO. 2 1 casino key employee licenses and for 2 qualifications. This agenda item will be 3 entered as Exhibit Lists I, II, and III. 4 Exhibit List I identified on the agenda 5 as I consists of 13 applications for initial 6 and casino key employee licenses. 7 Staff and the Division have recommended 8 that these licenses be granted. 9 COMMISSIONER HARRINGTON: Move that we 10 grant them. 11 VICE CHAIR FANELLE: 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: Exhibit List II identified 19 on the agenda as II consists of 32 resubmitted 20 casino employee licenses. 21 Staff and the Division have recommended 22 that these licenses be granted. 23 COMMISSIONER HARRINGTON: Move that we 24 adopt these resubmitted licenses. 25 VICE CHAIR FANELLE: Second. 13 ITEM NO. 2 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 MR. NANCE: Exhibit List III identified 8 on the agenda list -- on the agenda as III 9 consists of the following five applications for 10 casino key employee licenses and for 11 qualification: 12 First for consideration is the 13 application of Daniel J. Brockdorf for a casino 14 key employee license and for qualification as 15 Vice President of the Database Marketing for 16 Bally's Park Place, Inc., Boardwalk Regency 17 Corporation, Harrah's Atlantic City Operating 18 Company, LLC, Showboat Atlantic City Operating 19 Company, LLC. 20 Staff and the Division have recommended 21 that this application be granted. 22 COMMISSIONER HARRINGTON: I'll move that 23 we grant this key license for qualification. 24 VICE CHAIR FANELLE: Second. 25 CHAIR KASSEKERT: Motion is made and 14 ITEM NO. 2 1 seconded. This is a roll call vote. 2 MR. NANCE: Commissioner Harrington? 3 COMMISSIONER HARRINGTON: Yes. 4 MR. NANCE: Vice Chair Fanelle? 5 VICE CHAIR FANELLE: Yes. 6 MR. NANCE: Chair Kassekert? 7 CHAIR KASSEKERT: Yes. 8 MR. NANCE: The record will reflect that 9 the motion is unanimous. 10 For consideration is the application of 11 Donald G. Karrer for a casino key employee 12 license and for qualification as Vice President 13 of Information Technology and Communications 14 for Trump Marina Associates, LLC, Trump Plaza 15 Associates, LLC, and Trump Taj Mahal 16 Associates, LLC. 17 Staff and the Division have recommended 18 that this application be granted. 19 COMMISSIONER HARRINGTON: I move that we 20 grant key license and qualification. 21 VICE CHAIR FANELLE: Second. 22 CHAIR KASSEKERT: Motion is made and 23 seconded. This is a roll call vote. 24 MR. NANCE: Commissioner Harrington? 25 COMMISSIONER HARRINGTON: Yes. 15 ITEM NO. 2 1 MR. NANCE: Vice Chair Fanelle? 2 VICE CHAIR FANELLE: Yes. 3 MR. NANCE: Chair Kassekert? 4 CHAIR KASSEKERT: Yes. 5 MR. NANCE: The record will reflect that 6 the motion is unanimous. 7 For consideration is the application of 8 Michael P. Mellon for a casino key employee 9 license and for qualification as Vice President 10 of Hotel Operations for Trump Taj Mahal 11 Associates, LLC. 12 Staff and the Division have recommended 13 that this application be granted. 14 COMMISSIONER HARRINGTON: I move that we 15 grant key license and qualification. 16 VICE CHAIR FANELLE: Second. 17 CHAIR KASSEKERT: Motion is made and 18 seconded. This is a roll call vote. 19 MR. NANCE: Commissioner Harrington? 20 COMMISSIONER HARRINGTON: Yes. 21 MR. NANCE: Vice Chair Fanelle? 22 VICE CHAIR FANELLE: Yes. 23 MR. NANCE: Chair Kassekert? 24 CHAIR KASSEKERT: Yes. 25 MR. NANCE: The record will reflect that 16 ITEM NO. 2 1 the motion is unanimous. 2 For consideration is the resubmitted 3 application of Alyce P. Parker for a casino key 4 employee license and for qualification as Vice 5 President of Public Affairs for Bally's Park 6 Place, Inc., Boardwalk Regency Corporation, 7 Harrah's Atlantic City Operating Company, LLC, 8 and Showboat Atlantic City Operating Company, 9 LLC. 10 Staff and the Division have recommended 11 that this application be granted. 12 COMMISSIONER HARRINGTON: I'll move that 13 we grant key license and qualification. 14 VICE CHAIR FANELLE: Second. 15 CHAIR KASSEKERT: Motion is made and 16 seconded. This is a roll call vote. 17 MR. NANCE: Commissioner Harrington? 18 COMMISSIONER HARRINGTON: Yes. 19 MR. NANCE: Vice Chair Fanelle? 20 VICE CHAIR FANELLE: Yes. 21 MR. NANCE: Chair Kassekert? 22 CHAIR KASSEKERT: Yes. 23 MR. NANCE: The record will reflect that 24 the motion is unanimous. 25 For consideration is the application of 17 ITEM NO. 3 1 Scott E. Rhoad for a casino key employee 2 license and for qualification as Director of 3 Information Technology for RIH Acquisition, New 4 Jersey, LLC. 5 Staff and the Division have recommended 6 that this application be granted. 7 COMMISSIONER HARRINGTON: I will move 8 that we grant key license and qualification. 9 VICE CHAIR FANELLE: Second. 10 CHAIR KASSEKERT: Motion is made and 11 seconded. This is a roll call vote. 12 MR. NANCE: Commissioner Harrington? 13 COMMISSIONER HARRINGTON: Yes. 14 MR. NANCE: Vice Chair Fanelle? 15 VICE CHAIR FANELLE: Yes. 16 MR. NANCE: Chair Kassekert? 17 CHAIR KASSEKERT: Yes. 18 MR. NANCE: The record will reflect that 19 the motion is unanimous. 20 Item No. 3, Petition No. 1311101 of DGMB 21 Casino, LLC, is requesting the issuance of a 22 temporary casino key employee license to Panzie 23 S. Fantauzzi pursuant to NJSA 12-89(e) and to 24 permit her pursuant -- to assume the duties of 25 Casino Cashier Supervisor. 18 ITEM NO. 4 1 Staff and the Division have recommended 2 that this petition be granted. 3 COMMISSIONER HARRINGTON: I move that we 4 approve this petition. 5 VICE CHAIR FANELLE: 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 passes. 12 MR. NANCE: Yes. 13 Item No. 4, Petition No. 110112 of 14 Golden Nugget AC, LLC, is requesting the 15 issuance of a temporary casino key employee 16 license for Thomas M. Pohlman pursuant to NJSA 17 5:12-89(e) and to permit him pursuant to NJAC 18 19:43-2.7(c) to assume the duties and exercise 19 the powers of the Office of General Manager of 20 Golden Nugget Atlantic City, LLC, without first 21 having been found qualified. 22 The Division have indicated that it 23 intends to verbally represent its position 24 regarding this appointment on the record. 25 CHAIR KASSEKERT: Thank you. 19 ITEM NO. 4 1 Good morning. 2 MR. AGNELLINI: Good morning, Madame 3 Chair. Pat Agnellini from Sterns & Weinroth on 4 behalf of the Golden Nugget and Mr. Pohlman. 5 CHAIR KASSEKERT: Thank you. 6 Mr. Fogarty? 7 MR. FOGARTY: Yes. Good morning, Chair, 8 Commissioners. 9 With regard to the temporary casino key 10 employee license application of Mr. Pohlman, 11 the Division has no objection. 12 CHAIR KASSEKERT: Thank you. 13 Any questions? 14 VICE CHAIR FANELLE: Madame Chair, I'll 15 move to approve the petition and issue a 16 temporary casino key employee license to Thomas 17 M. Pohlman and permit him to assume the duties 18 and exercise the powers of the Office of 19 General Manager of Golden Nugget Atlantic City, 20 LLC, without first having been qualified. 21 COMMISSIONER HARRINGTON: Second. 22 CHAIR KASSEKERT: The motion is made and 23 seconded. This is a roll call vote. 24 MR. NANCE: Commissioner Harrington? 25 COMMISSIONER HARRINGTON: Yes. 20 ITEM NO. 5 1 MR. NANCE: Vice Chair Fanelle? 2 VICE CHAIR FANELLE: Yes. 3 MR. NANCE: Chair Kassekert? 4 CHAIR KASSEKERT: Yes. 5 MR. NANCE: The record will reflect that 6 the motion is unanimous. 7 Item No. 5, Petition No. 1261101 of 8 Golden Nugget AC, LLC, is requesting the 9 issuance of a temporary casino key employee 10 license to Tilman J. Fertitta pursuant to NJSA 11 12:89(e) and to permit him to assume pursuant 12 to NJAC 13:69(c)2.6 and NJSA 5:12-89(b)(4) to 13 assume the duties and exercise the powers of 14 the Office of President of Golden Nugget 15 Atlantic City, LLC, without first having been 16 found qualified. 17 The Division has indicated that it 18 intends to verbally represent its position 19 regarding Mr. Fertitta on the record. 20 CHAIR KASSEKERT: Thank you. 21 Mr. Agnellini, anything to add to your 22 petition? 23 MR. AGNELLINI: No. Thank you. 24 CHAIR KASSEKERT: Okay. Mr. Fogarty? 25 MR. FOGARTY: Yes. Mr. Fertitta, of 21 ITEM NO. 5 1 whom you'll be hearing a lot more a little 2 later, needs this particular temporary license 3 to continue with what you'll hear a little bit 4 later. 5 And the Division has no objection. 6 CHAIR KASSEKERT: Thank you. 7 Any questions? 8 COMMISSIONER HARRINGTON: No questions. 9 VICE CHAIR FANELLE: Madame Chair, I 10 move that we approve the petition and issue a 11 temporary casino key employee license to Tilman 12 J. Fertitta and permit him to assume the duties 13 and exercise the powers of Office of President 14 of Golden Nugget Atlantic City, LLC, without 15 having first been found qualified. 16 COMMISSIONER HARRINGTON: Seconded. 17 CHAIR KASSEKERT: Motion is made and 18 seconded. This is a roll call vote. 19 MR. NANCE: Commissioner Harrington? 20 COMMISSIONER HARRINGTON: Yes. 21 MR. NANCE: Vice Chair Fanelle? 22 VICE CHAIR FANELLE: Yes. 23 MR. NANCE: Chair Kassekert? 24 CHAIR KASSEKERT: Yes. 25 MR. NANCE: The record will reflect that 22 ITEM NO. 6 1 the motion is unanimous. 2 Item No. 6, Petition No. 1261103 of 3 Golden Nugget Atlantic City, LLC, is requesting 4 the issuance of a temporary casino key employee 5 license to Richard H. Liem pursuant to NJSA 6 5:12-89(e) and to permit him pursuant to NJAC 7 13:69c-2.6 and NJSA 5:12-89(b)(4) to assume the 8 duties and exercise the powers of the Office of 9 Vice President and Treasurer of Golden Nugget 10 Atlantic City, LLC, without first having been 11 found qualified. 12 The Division has indicated that it 13 intends to verbally represent its position 14 regarding Mr. Liem on the record. 15 CHAIR KASSEKERT: Thank you. 16 Mr. Angellini? 17 MR. AGNELLINI: Nothing further. 18 Thank you. 19 CHAIR KASSEKERT: Thank you. 20 Mr. Fogarty? 21 MR. FOGARTY: The Division has no 22 objection to Mr. Liem being temporarily key 23 licensed. 24 CHAIR KASSEKERT: Thank you. 25 Any questions? 23 ITEM NO. 7 1 COMMISSIONER HARRINGTON: No questions. 2 VICE CHAIR FANELLE: Move -- 3 COMMISSIONER HARRINGTON: I will -- 4 VICE CHAIR FANELLE: Go ahead. 5 COMMISSIONER HARRINGTON: I move that we 6 approve the petition and issue a temporary 7 casino key employee to Richard H. Liem and 8 permit him to assume the duties and exercise 9 the powers of the Vice President and Treasurer 10 for Golden Nugget Atlantic City, LLC, without 11 first having been qualified. 12 VICE CHAIR FANELLE: Second. 13 CHAIR KASSEKERT: Motion is made and 14 seconded. This is a roll call vote. 15 MR. NANCE: Commissioner Harrington? 16 COMMISSIONER HARRINGTON: Yes. 17 MR. NANCE: Vice Chair Fanelle? 18 VICE CHAIR FANELLE: Yes. 19 MR. NANCE: Chair Kassekert? 20 CHAIR KASSEKERT: Yes. 21 MR. NANCE: The record will reflect that 22 the motion is unanimous. 23 Item No. 7, Petition No. 1261102 of 24 Golden Nugget Atlantic City, LLC, is requesting 25 the issuance of a temporary casino key employee 24 ITEM NO. 7 1 license to Steven L. Scheinthal pursuant to 2 NJSA 5:12-89(e) and to permit him pursuant to 3 NJAC 13:69c-2.6 and NJSA 5:12-89(b)(4) to 4 assume the duties and exercise the powers of 5 the Office of Vice President and Secretary of 6 Golden Nugget Atlantic City, LLC, without first 7 having been found qualified. 8 The Division has indicated that it 9 intends to verbally represent its position 10 regarding Mr. Scheinthal on the record. 11 CHAIR KASSEKERT: Mr. Angellini? 12 MR. AGNELLINI: Nothing to add, Madame 13 Chair. 14 Thank you. 15 CHAIR KASSEKERT: Thank you. 16 Mr. Fogarty? 17 MR. FOGARTY: Yes. With regard to Mr. 18 Scheinthal's application for temporary casino 19 key employee licensure, the Division has no 20 objection to you granting him that subject to 21 the provisions of what I'll refer to in 22 shorthand as the "Scheinthal stipulation," 23 which is a document attached as an exhibit to 24 the Division's report on interim casino 25 authorization which is an item you all will be 25 ITEM NO. 7 1 addressing shortly. 2 So with that little bit of a -- of a 3 reservation, we have no objection to you 4 granting Mr. Scheinthal the temporary key 5 permission that he seeks. 6 CHAIR KASSEKERT: Thank you. 7 Any questions? 8 VICE CHAIR FANELLE: Madame Chair, I'll 9 move that we approve the petition and issue a 10 temporary casino key employee license to Steven 11 L. Scheinthal and permit him to assume the 12 duties and exercise the powers of the Office of 13 Vice President and Secretary for Golden Nugget 14 Atlantic City, LLC, without first having been 15 found qualified. 16 COMMISSIONER HARRINGTON: Second. 17 CHAIR KASSEKERT: Thank you. 18 And subject to the conditions that Mr. 19 Fogarty mentioned. Make that amendment. 20 Motion is made and seconded. This is a 21 roll call vote. 22 MR. NANCE: Commissioner Harrington? 23 COMMISSIONER HARRINGTON: Yes. 24 MR. NANCE: Vice Chair Fanelle? 25 VICE CHAIR FANELLE: Yes. 26 ITEM NO. 8 1 MR. NANCE: Chair Kassekert? 2 CHAIR KASSEKERT: Yes. 3 MR. NANCE: The record will reflect that 4 the motion is unanimous. 5 CHAIR KASSEKERT: Thank you. 6 MR. FOGARTY: Thank you. 7 MR. NANCE: Item No. 8, petition of 8 Tropicana Entertainment, Inc., and Tropicana 9 Atlantic City Corp. requesting permission for 10 Elizabeth S. Nelson, Esq., to perform the 11 duties and exercise the powers of the General 12 Counsel and Secretary for Tropicana 13 Entertainment, Inc., pending qualification. 14 Miss DeLia? 15 MS. DeLIA: Good morning. 16 A draft resolution on Miss Nelson's 17 temporary qualification has been circulated to 18 the parties. 19 Pat Agnellini is here for the 20 Petitioners, and Jack Adams is here for the 21 Division. 22 CHAIR KASSEKERT: Thank you. 23 Mr. Angellini? 24 MR. AGNELLINI: Madame Chair, 25 Commissioners. Pat Angellini from Sterns & 27 ITEM NO. 8 1 Weinroth on behalf of Tropicana Entertainment, 2 Inc. 3 And we've reviewed the resolution. We 4 have no objection, and we would urge you to 5 adopt it. 6 Thank you. 7 CHAIR KASSEKERT: Thank you. 8 Mr. Adams, good morning. 9 MR. ADAMS: Madame Chair, Commissioners. 10 You have our report. We obviously don't 11 object to the issuance of a temporary 12 qualification. 13 I've also reviewed the draft resolution 14 and have no objection. 15 CHAIR KASSEKERT: Thank you. 16 Any questions? 17 COMMISSIONER HARRINGTON: No questions. 18 Madame Chair, I will move that we adopt 19 the draft resolution and authorize Elizabeth S. 20 Nelson, Esq., on a temporary basis and prior to 21 her plenary qualification to assume the duties 22 and exercise the powers of General Counsel and 23 Secretary for Tropicana Entertainment, Inc., 24 subject to the conditions contained in NJAC 25 13:69c2.7a and C which, among other things, 28 ITEM NO. 9 1 require that she file a personal history 2 disclosure form MJ and NJ supplement by June 3 7th of 2011. 4 VICE CHAIR FANELLE: Second. 5 CHAIR KASSEKERT: Motion is made and 6 seconded. This is a roll call vote. 7 MR. NANCE: Commissioner Harrington? 8 COMMISSIONER HARRINGTON: Yes. 9 MR. NANCE: Vice Chair Fanelle? 10 VICE CHAIR FANELLE: Yes. 11 MR. NANCE: Chair Kassekert? 12 CHAIR KASSEKERT: Yes. 13 MR. NANCE: The record will reflect that 14 the motion is unanimous. 15 CHAIR KASSEKERT: Thank you. 16 MR. AGNELLINI: Thank you. 17 MS. DeLIA: Thank you. 18 MR. NANCE: Item No. 9, petition of 19 Coastal Marina, LLC, for withdraw of its 20 application for interim casino authorization. 21 Miss Wozniak? 22 MS. WOZNIAK: Good morning, Chair, 23 Commissioners. 24 Mr. Michael is here on behalf of the 25 Petitioners and DAG Adams for the Division. 29 ITEM NO. 9 1 CHAIR KASSEKERT: Thank you. 2 Good morning, Mr. Michael. 3 MR. MICHAEL: Good morning, Madame 4 Chair. Guy Michael, Michael & Carroll, on 5 behalf of the Petitioners. 6 In light of the people sitting behind 7 me -- 8 (Laughter.) 9 MR. MICHAEL: -- this application 10 appears moot, and so we would respectfully 11 respect that you grant permission for it to be 12 withdrawn. 13 One item, just a technical thing. On 14 the record, I've spoken with Miss Wozniak and 15 Mr. Adams. The regulation provides for the 16 possibility of some bar of a year before there 17 can be reapplication. We respectfully request 18 that there be no bar with the application with 19 regard to the special circumstances here. 20 CHAIR KASSEKERT: Given that -- good. 21 MR. MICHAEL: Given that. 22 Thank you. 23 CHAIR KASSEKERT: Mr. Adams? 24 MR. ADAMS: Chair, you've obviously been 25 aware of some paperwork that been entered into 30 ITEM NO. 9 1 and, obviously, we wouldn't oppose the 2 withdrawal. 3 CHAIR KASSEKERT: Thank you. 4 Any questions? 5 COMMISSIONER HARRINGTON: No questions. 6 VICE CHAIR FANELLE: Madame Chair, I 7 move that we grant the relief requested in the 8 petition and permit Coastal Marina, LLC, to 9 withdraw its application for ICA casino 10 licensure. 11 COMMISSIONER HARRINGTON: I'll second 12 that. 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: The motion carries. 19 Okay. Thank you. 20 MR. MICHAEL: Thank you very much. 21 MS. FAUNTLEROY: Madame Chair, with the 22 Commission's indulgence, perhaps a five-minute 23 recess to allow Golden Nugget to set up its 24 presentation? 25 CHAIR KASSEKERT: Very good. Thank you. 31 ITEM NO. 10 1 We'll recess for five minutes. 2 (A recess was taken from 10:54 to 11:04 3 a.m.) 4 CHAIR KASSEKERT: Thank you. 5 We'll go back on the record. 6 Let me before we begin the proceedings, 7 let me just extend a warm welcome to the new 8 Director of the Division of Gaming Enforcement, 9 subject to confirmation, but we know that will 10 occur soon. Dave Rebuck. And it's a pleasure 11 to have you here, Dave. And we've worked 12 together on other issues for many years. So I 13 look forward to a good working relationship 14 between our two agencies, 15 MR. REBUCK: Thank you. 16 CHAIR KASSEKERT: Thank you. 17 MR. NANCE: Item No. 10, amended and 18 restated petition of Golden Nugget Atlantic 19 City, LLC, and Fertitta Entertainment Holdings 20 LLC, requesting interim casino authorization 21 pursuant to NJSA 5:12-95.12 through 95.16 and 22 for other declaratory relief. 23 Miss Wozniak? 24 MS. WOZNIAK: Good morning, again, 25 Chair, Commissioners. 32 ITEM NO. 10 1 If counsel will enter their appearances, 2 please. 3 MR. O'GARA: Paul O'Gara and Pat 4 Angellini for Golden Nugget Atlantic City. 5 MR. FOGARTY: James -- James Fogarty, 6 Deputy Attorney General, Division of Gaming 7 Enforcement, Acting Director David Rebuck. 8 CHAIR KASSEKERT: Thank you. 9 Good morning, everyone. 10 The matter before us is the request of 11 Golden Nugget Atlantic City, LLC, for interim 12 casino authorization to acquire and operate the 13 casino now known as Trump Marina. ICA is 14 essentially a form of temporary qualification 15 which allows the applicant to acquire 16 casino-related assets pending a plenary 17 license. 18 To assist in evaluating the statutory 19 criteria for ICA, the Commission will hear 20 testimony today. First, however, there are a 21 number of exhibits that have been premarked 22 which Mr. Nance will now identify for the 23 record. 24 MR. NANCE: Commissioners, the remarked 25 exhibits are listed on Exhibit List as follows: 33 ITEM NO. 10 1 Casino Control Commission has one exhibit 2 marked as C-1. C-1 is a draft resolution for 3 identification only. 4 The Division of Gaming Enforcement 5 submitted one exhibit, it's marked as D-1. D-1 6 is a DGE report dated May 16th, 2011, on the 7 amended and restated petition as revised of 8 Golden Nugget AC, LLC, regarding Petition No. 9 0461101. 10 The Petitioners have submitted 12 11 exhibits. They are premarked on the Exhibit 12 List as P-1 to P-12, A through O. 13 CHAIR KASSEKERT: Thank you. 14 Is there any requests for redactions of 15 any of these? 16 MR. O'GARA: Yes. 17 CHAIR KASSEKERT: Thank you. 18 MR. O'GARA: Chair, we have a request 19 for a sealing request pending for two items. 20 One is portions of the report of the Division 21 of Gaming Enforcement, and one is for small 22 portion of the form of Trust Aagreement between 23 Golden Nugget, LLC, and our Trustee, Thomas J. 24 O'Brien. 25 CHAIR KASSEKERT: Thank you. 34 ITEM NO. 10 1 Mr. Fogarty, any objection? 2 MR. FOGARTY: No, Chair. But before 3 that, can I move my exhibit into evidence? 4 CHAIR KASSEKERT: Sure. 5 MR. FOGARTY: If you don't mind. I'd 6 like to move D-1 into evidence. 7 CHAIR KASSEKERT: Very good. So moved. 8 Any objection? O'Gara. 9 MR. O'GARA: No. 10 CHAIR KASSEKERT: Okay. 11 MR. FOGARTY: And with regard -- if I 12 may, Chair -- to the sealing request. I had 13 two of them, both dated May 17, 2011. One 14 related to the ICA Trust Agreement, the other 15 related to the Division's report, D-1 in 16 evidence. I have reviewed that, reviewed the 17 material sought to be redacted, and the 18 Division does not have an objection thereto and 19 leaves to this Commission's decision as to the 20 final sealing decision. 21 CHAIR KASSEKERT: Thank you. All right. 22 Accordingly, I'll entertain a motion to 23 redact the portions of the exhibits that were 24 outlined before. 25 COMMISSIONER HARRINGTON: Second. 35 ITEM NO. 10 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 And any objections to the admission of 8 these exhibits? 9 MR. O'GARA: No. 10 MR. FOGARTY: Just none to the 11 Petitioner's exhibits. 12 CHAIR KASSEKERT: Very good. 13 MR. O'GARA: No. We have no objection. 14 CHAIR KASSEKERT: Okay. 15 Accordingly, I will, therefore, move 16 these into evidence. 17 Are there any other procedural matters 18 that need to be brought to our attention at 19 this time? 20 MR. O'GARA: I don't believe so. 21 MR. FOGARTY: Not from the Division, 22 Chair. 23 CHAIR KASSEKERT: Very good. We'll now 24 move to opening statements. 25 Mr. O'Gara, would you like to make an 36 ITEM NO. 10 1 opening statement? 2 MR. O'GARA: Yes, ma'am. 3 Before I do, I'd like to be sure so 4 everyone knows who is here, on behalf of Golden 5 Nugget Atlantic City, Golden Nugget, LLC, and 6 Landry's, Tillman J. Fertitta, who is the 7 president and owner of each of them. 8 Richard Liem, who is the CFO and 9 Treasurer, also a qualifier. And I understand 10 in my absence you issued a temporary key 11 license to -- 12 CHAIR KASSEKERT: We just chugged right 13 along. 14 (Laughter.) 15 MR. O'GARA: And Steve Scheinthal as 16 well. 17 And Tom Pohlman, who is the General 18 Manager of the Golden Nugget, and a number of 19 other folks all are whom pursuant to the 20 service agreements. So everyone knows why 21 we're here from Golden Nugget and from 22 Landry's, who is part of what's going to open 23 this facility. 24 And I would note quickly Kelly Roberts, 25 who I think a lot of your people have had to 37 ITEM NO. 10 1 interface with, who is the Vice President of 2 Administration in Landry's restaurants, Inc. 3 CHAIR KASSEKERT: Thank you. Welcome to 4 you all. 5 MR. O'GARA: Chair, I'm just going to 6 say here we're for the issuance of four 7 temporary key employee license, but that seems 8 to be taken care of. But, actually, we're here 9 for the amended petition for ICA, Golden Nugget 10 of Atlantic City. 11 On February 11th, which is 101 days ago, 12 Landry's Restaurant or its affiliate signed an 13 agreement to acquire the assets of Trump 14 Marina, LLC, which has since been assigned to 15 Golden Nugget Atlantic City, LLC. And 90 days 16 ago, we filed this application for interim 17 authorization, and three days later we began to 18 file the forms for all of the companies. And 19 for everyone's good grace, we're here today 20 rather than Wednesday, able to ask you to act 21 on this petition. 22 And there's a few things I just want to 23 go through for you that are -- I think you'll 24 hear in the testimony, but I think are 25 important for this to be granted. 38 ITEM NO. 10 1 We believe that Golden Nugget Atlantic 2 City and its holding companies have satisfied 3 all of the requirements for ICA, but we want 4 you to have all of your questions answered. 5 And we think that it's a thorough application. 6 But, number one, the Golden Nugget Atlantic 7 City is an entity which is wholly and directly 8 owned by Mr. Fertitta. And it is an affiliate 9 of Landry's Restaurants, Inc., which is an 10 entity qualifier here, and which will be 11 providing services, which is also wholly owned 12 by Mr. Fertitta. It happens to be Landry's 13 Restaurants through Landry's Gaming owns the 14 Golden Nuggets in Las Vegas and Laughlin, so 15 they're Landry's companies. Some of the things 16 you've seen in the agreements and have been 17 submitted in the Division, shared services by 18 IT and other things provided by this entity 19 qualifier. And it has a management committee 20 that will take care of overseeing those 21 services. The three members of that management 22 committee are all qualifiers, all of whom will 23 be licensed; Mr. Fertitta, Mr. Liem, and Mr. 24 Scheinthal. 25 As you know from our petition and from 39 ITEM NO. 10 1 what's been submitted to you, we have an 2 independent audit committee. Had one since the 3 second day. I'm some -- I learn. And it's 4 comprised of two independent members. They 5 were formally outside directors of Landry's 6 Restaurants, Inc., when it was a public company 7 when Mr. Fertitta took it private and meet all 8 the New York Stock Exchange standards, meet the 9 SEC standards. And, as you you'll hear in the 10 testimony, that committee will meet 11 telephonically, assuming you grant ICA very 12 quickly, so that it can a have a relationship 13 with its Director of Internal Audit and its 14 Surveillance Director. And the plan is early 15 June to have those people here in Atlantic 16 City, and they will meet personally with them. 17 We have a form of ICA Trust Agreement we 18 was submitted to you. The Division has 19 reviewed it. Mr. Fogarty has reported on it 20 favorably. Ms. Wozniak and the General Counsel 21 have seen it. I think they're -- it's in an 22 acceptable form. It complies with the law. I 23 have the executed counterparts of that 24 agreement in my possession in escrow, as well 25 as Mr. O'Brien's check. And as soon as we 40 ITEM NO. 10 1 close, that trust will be funded. And that 2 interest in Golden Nugget Atlantic City, LLC, 3 subject to the pledge to Jefferies, the legal 4 ownership will be to the Trustee. 5 I think that takes care of most of those 6 things which only people who have to deal with 7 the legal aspects of this care about, as 8 important as they may be. And I think there 9 are two other things that are important we'll 10 deal with. Number one is how this is 11 happening? How this is being paid for? And 12 what's going to happen with all that money? 13 And then what Mr. Fertitta plans to do 14 now that he's decided to come to Atlantic City 15 with something larger than a Rain Forrest. And 16 for that purpose, after Mr. Fogarty, our first 17 witness will be Mr. Liem, who is the CFO. 18 CHAIR KASSEKERT: Very good. 19 Mr. Fogarty? 20 MR. FOGARTY: I'm going to use the 21 podium. 22 MR. O'GARA: How formal. 23 MR. FOGARTY: I see a podium, I stand 24 up. 25 (Laughter.) 41 ITEM NO. 10 1 MR. FOGARTY: Good morning, Chair, 2 Commissioners, Mr. O'Gara, Mr. Angellini. I'll 3 be very brief, despite the fact that I'm at 4 this podium. 5 The Division is statutorily obliged to 6 submit to the Commission a report on the 7 application of Golden Nugget Atlantic City for 8 interim casino authorization to own and operate 9 the Trump Marina facility in the Marina 10 District of Atlantic City. 11 We have tried -- the Division has tried 12 very hard to present you with a report that is 13 as complete as possible, and we believe we 14 have. It is D-1 now in evidence. 15 In D-1 we have addressed Golden Nugget's 16 acquisition of the Trump Marina facility, its 17 planned renovations thereto, and we have 18 identified the entities and individuals that 19 are required to be qualified under the Casino 20 Control Act. Noting one individual who the 21 CCC -- who the Commission -- should give 22 special attention to. We have provided a 23 financial analysis focused on Golden Nugget's 24 wherewithal to undertake the acquisition and 25 the renovation covering the period of 42 ITEM NO. 10 1 approximately one year. And we have addressed 2 other matters such as casino hotel alcoholic 3 beverage licenses, the equal employment 4 business opportunity plan, and others. We have 5 appended to our report a total of eight orders 6 by the Director covering such matters as gaming 7 chips, a transitional services agreement, and 8 independent audit committee, and others. 9 As thorough and as comprehensive as our 10 report may be, it does not, however, fully 11 account for certain changes with regard to some 12 details concerning Golden Nugget's financing 13 because those changes occurred after we filed 14 our report about a week ago. We expect that 15 these exchanges will be addressed today in 16 testimony you will hear. With that testimony, 17 plus our report, we submit that you will have a 18 proper basis upon which to decide the matter 19 before you. 20 Thank you. 21 CHAIR KASSEKERT: Thank you. 22 Mr. O'Gara, you may call your first 23 witness. 24 MR. O'GARA: Yeah. Richard Liem. 25 CHAIR KASSEKERT: Mr. Liem. 43 Liem - direct - O'Gara 1 Please remain standing. Mr. Nance will 2 swear you in. 3 4 RICHARD H. LIEM, was duly sworn to 5 testify in this matter. 6 7 MR. NANCE: Please state your name for 8 the record. 9 THE WITNESS: Richard Liem. 10 11 MR. NANCE: Thank you. 12 CHAIR KASSEKERT: Thank you. 13 You may proceed, Mr. O'Gara. 14 MR. O'GARA: Yes, ma'am. 15 16 DIRECT EXAMINATION BY MR. O'GARA: 17 Q. Mr. Liem, you are the Chief Financial 18 Officer of Golden Nugget Atlantic City; is that 19 correct? 20 A. That's correct. 21 Q. And do you hold positions with other 22 companies in addition to GNAC? 23 A. Correct. I am also the CFO for Landry's 24 Restaurants, Inc., and various subsidiaries of 25 Landry's. 44 Liem - direct - O'Gara 1 Q. And where do you live and work, Mr. 2 Liem? 3 A. I live in Houston. 4 Q. That's in Texas; right? 5 A. Houston, Texas. That is correct. 6 Q. In case there was any doubt about that. 7 And are you also -- hold that position 8 with respect to the principal companies that are owned 9 by Mr. Fertitta? 10 A. That's correct. 11 Q. Mr. Liem, are you familiar with the 12 application that's been made by Landry's Restaurants, 13 Inc., for interim authorization? 14 A. I am. 15 Q. And what's your understanding as to why 16 Landry's had to make that application and why they're 17 here today? 18 A. Well, we were making an application on 19 an interim basis pending the full investigation to 20 where we would get a complete license so that we can 21 close the acquisition of the Trump Marina and begin 22 the renovation process as quickly as possible. 23 Q. And are you familiar with the fact that 24 there's a Trust Agreement and the equity interest in 25 the business is being -- 45 Liem - direct - O'Gara 1 A. Correct. 2 Q. -- put into trust? 3 A. Until we become fully licensed, the 4 equity interest of the GNAC will remain in that trust. 5 Q. And you're aware of what I spoke about 6 earlier about an independent audit committee? 7 A. That's correct. We have two independent 8 audit committee members, Michael Chadwick and Kenneth 9 Brimmer, both of whom were independent directors of 10 Landry's restaurant when it was a public company. And 11 I understand the Director of the Surveillance and 12 Director of Info report to them, that they will hold a 13 telephonic session with them shortly after the close, 14 and they would be here within 30 days to meet face to 15 face. 16 MR. O'GARA: Now, if I could have Daryl 17 give P-10 and P-11 to Mr. Liem? Those are the 18 two charts, Madame Chair. 19 CHAIR KASSEKERT: Okay. 20 MR. O'GARA: Daryl, you got them? 21 MR. NANCE: P-10. 22 Q. Now, what you have in front of you, Mr. 23 Liem, are two charts which purport to show ownership 24 of businesses that are owned by Mr. Fertitta. And I 25 ask you to turn your attention first to the one, I 46 Liem - direct - O'Gara 1 believe, marked P-10, which is GNAC or Golden Nugget 2 Atlantic City? 3 A. Correct. 4 Q. And does that chart accurately reflect 5 the ownership of Golden Nugget Atlantic City? 6 A. Yes, it does. Tilman Fertitta owns 7 Golden Nugget Atlantic City. 8 Q. And he owns it one hundred percent? 9 A. One hundred percent. 10 Q. With two other companies; correct? 11 A. That's correct. 12 Q. And if you look at P-11, P-11 is a more 13 expansive chart. It shows Mr. Fertitta's ownership of 14 some other businesses, principally Landry's 15 Restaurants, Inc. And does that accurately depict the 16 ownership of the Landry's Restaurant, Inc, and its 17 affiliation and subsidiaries? 18 A. Yes, it does. Tilman Fertitta owns one 19 hundred percent of Landry's Restaurants and its 20 affiliates through some other entities. 21 Q. All right. And does that include 22 through an entity called Landry's Gaming ownership of 23 the two Golden Nugget casinos in Nevada? 24 A. That's correct. One in Las Vegas and 25 one in Laughlin, Nevada. 47 Liem - direct - O'Gara 1 Q. In which you hold casino licenses for 2 both properties, and you and Mr. Fertitta and the 3 company have been held suitable; correct? 4 A. Correct. And Mr. Scheinthal. 5 Q. And in addition to these companies, are 6 there other companies, affiliates, or related 7 companies in the hospitality business which Mr. 8 Fertitta owns other than his ownership of Landry's 9 Restaurants, Inc? 10 A. Yes. He does. He owns other entities 11 in the hospitality business. A resort hotel in 12 Galveston Island as well as Plane Jumper restaurants, 13 primarily located in California. 14 Q. How large a company is Landry's 15 Restaurants? 16 A. Landry's and its affiliates on a pro 17 forma basis will do about $1.7 billion in revenue in 18 2011 with assets of a little over $2 billion. We 19 operate around 300 outlets in 11 countries and 31 20 states. 21 Q. And some of the restaurant bands are 22 operate? 23 A. Rain Forest Cafe, as we have at the 24 Atlantic City. Chart House, which we have one in 25 Weehawken, New Jersey. Crab House in Edgewater, New 48 Liem - direct - O'Gara 1 Jersey. Big Fish in Princeton, New Jersey. Saltgrass 2 Restaurants, Landry's Restaurants, the namesake. And 3 a number of others. I think there's 52 brands in the 4 portfolio. 5 Q. Now, are you familiar with the Asset 6 Purchase Agreement, which is Exhibit P-1, the document 7 by which you are acquiring the assets of Trump Marina 8 Associates? 9 A. Yes, I am. 10 Q. And that agreement was originally 11 entered by another entity that was wholly owned by 12 Landry's; is that correct? 13 A. Correct. 14 Q. And was it assigned to Golden Nugget 15 Atlantic City, LLC? 16 A. It was assigned. 17 Q. Now, what is it you're buying from Trump 18 Marina? 19 A. We are buying substantially all the 20 assets of Trump Marina Associates, which would include 21 the hotel and casino. 22 Q. And subject to adjustment, what's the 23 purchase price? 24 A. $38 million. 25 Q. And how's Golden Nugget Atlantic City, a 49 Liem - direct - O'Gara 1 new entity, funding this purchase? 2 A. The funding will be comprised of equity 3 and some financing. Financing is approximately $66 4 million, $10 million in a revolver, $36 and a half 5 million in a first-lien term loan, $20 million in a 6 delayed draw term loan, and approximately $56 million 7 in equity. 8 Q. Now, with respect to the term loan, the 9 Division, as you've heard Mr. Fogarty say and as 10 you're familiar with, rendered a report, and at that 11 time it was a $55 million term loan and a $10 million 12 revolver. Was there a change after that report, was 13 to go to this delayed term loan? 14 A. Correct. It's now a $55 million loan, 15 $20 million of which is a delayed draw term loan. 16 Q. What's the -- 17 A. As we spend the money on the 18 renovations, you would draw down the term loan as 19 opposed to borrowing it all upfront. 20 Q. So we still have roughly the same gross 21 amount of borrowing, but it's simply the term, as to 22 when it would draw and when you would incur obligation 23 with it? 24 A. That's correct. 25 Q. And the change is a gross amount from -- 50 Liem - direct - O'Gara 1 of the, first off, 35 to 36 and a half. What's that 2 million and a half represent? 3 A. Well, that represents, you know, a 4 discount associated with the original. So it's sort 5 of fees. 6 Q. Now, we talk about an equity 7 contribution. And, again, tell us what amount of 8 money that is? 9 A. $56 million in equity. 10 Q. And -- 11 A. From Tilman and his affiliates. 12 Q. And in a little bit of detail, we know 13 that Mr. Fertitta will testify. Can you tell us how 14 some of those contributions are made of affiliates of 15 Mr. Fertitta and how they're bringing that money into 16 this project? 17 A. Well, I think there's a substantial 18 amount of cash infused from Mr. Fertitta, and then 19 some of these other entities, including Plane Jumper 20 Restaurants will be providing some new funds. 21 In addition to that, in addition to the 22 $56 million, Landry's Restaurants is also going to be 23 providing funds associated with the renovation of 24 Landry's Restaurants, which it will own and operate 25 inside of the casino. So Vic & Anthony's, a Chart 51 Liem - direct - O'Gara 1 House, which will open this week, and a Grotto Italian 2 restaurant, all of which will be Landry's brands 3 operated by Landry's paying rent to the Golden Nugget 4 and funded from Landry's. 5 Q. So that money, those restaurant funds 6 which represent actual capital being spent are coming 7 from Landry's in addition to Mr. Fertitta owns in 8 addition to the money Mr. Fertitta is directly 9 contributing from them -- from cash? 10 A. That is correct. 11 Q. So putting that together, what would be 12 Mr. Fertitta's all-in? 13 A. Oh, well, 62 million, I suppose. 14 And then Mr. Fertitta is going to pay 15 back the 35. So you could say it's all-in. 16 (Laughter.) 17 Q. Are you familiar with a Shared Services 18 Agreement which is being executed between GNAC and 19 Landry's Restaurants? 20 A. Yes, I am. 21 Q. And what's the purpose of that 22 agreement, Mr. Liem? 23 A. Well, Landry's, again, is a substantial 24 company with -- with excellent scale. And so the 25 shared services will allow the Golden Nugget Atlantic 52 Liem - direct - O'Gara 1 City to take advantage of that scale and not be 2 required to go out and purchase a payroll system or an 3 accounts payable system or general ledger system and 4 process in a smaller arena. So the shared services 5 simply allow the Golden Nugget to take advantage of 6 the scaled Landry's and become much more cost 7 efficient in its back-office process. 8 Q. Now, this agreement provides for a joint 9 management team to oversee this agreement. Who's on 10 that joint management team? 11 A. I think the three qualifiers are on that 12 joint management team. 13 Q. So all of you doing this -- all will be 14 subject to the scrutiny of this Commission? 15 A. That is correct. 16 Q. And have you given the Division of 17 Gaming Enforcement and made available to this 18 Commission the forecasts of what you expect in terms 19 of over the first year your performance of this 20 property and what your expectations are on a -- based 21 on the information you have and the amount of capital 22 work you'll be undertaking at the project? 23 A. Yes. We are. 24 MR. O'GARA: I don't have any other 25 questions. 53 Liem - cross - Fogarty 1 CHAIR KASSEKERT: Thank you. 2 Cross-examination, Mr. Fogarty? 3 MR. FOGARTY: Yes, Madame Chair. 4 5 CROSS-EXAMINATION BY MR. FOGARTY: 6 Q. Formally, welcome. 7 A. Thank you. 8 Q. One of the other changes, if you will, 9 you talked about the delayed draw, $20 million delay 10 draw, which I'm going to come back to in a second. 11 But another change is that Wells Fargo seems to be 12 out; am I correct about that? 13 A. That's correct. 14 Q. So it's just Jefferies? 15 A. Jefferies. 16 Q. And for a while there, and -- I guess a 17 couple weeks ago, Jefferies was out and Wells Fargo 18 was in? 19 A. Jefferies was never out. But Wells 20 Fargo was going to participate in the revolver 21 component. 22 Q. Okay. That's probably too much detail 23 than I need to know. But just so we're clear, it's 24 Jefferies? 25 A. Jefferies. 54 Liem - cross - Fogarty 1 Q. Is the term loan lender? 2 A. That's correct. 3 Q. The delayed draw. So, as I understand 4 it, all 55 million of that term loan is no longer 5 going to be immediately available. Thirty-five will 6 be. And 20 will be available somewhere down the road? 7 A. Correct. 8 Q. Is it a timing thing? It will be 9 available at such and such a date? Or is it a pending 10 event thing? 11 A. It's -- 12 Q. Help me out. 13 A. It will be available as it's needed to 14 complete the construction and the renovation. So it's 15 not dissimilar. We did exactly the same thing at the 16 Golden Nugget in Las Vegas when we built the Rush 17 Tower. There's -- you know, you were paying interest 18 the minute you borrow the money. If you haven't spent 19 that money, you know you're not going to spend that 20 money, it's more efficient and more effective to 21 borrow the money at a later date when you need it. 22 Q. Which is as soon as you can borrow that 23 money? 24 A. The soonest we could borrow would be as 25 soon as we need it. So we could borrow the money 55 Liem - cross - Fogarty 1 immediately. 2 Q. So whose idea was it to do the delay? 3 Yours and the bank's? 4 A. No. It was our idea to delay. 5 Actually, frankly -- 6 Q. To not take the 55 upfront? 7 A. Correct. 8 Q. Whose idea was it? 9 A. It was a combination. It was an 10 agreed-upon structure. 11 Q. Can you go over what this -- as best you 12 can, the renovation that you plan to do in terms of 13 completion dates and the availability of these funds 14 to do that kind of thing? Is there a way to put the 15 two together for us? 16 A. I don't -- I mean, I don't have the 17 schedule in front of me. But this is -- what I would 18 tell you is that the construction will not be delayed 19 due to a lack of funding. So the delayed draw loan is 20 available as soon as we need it to continue on the 21 renovation. So if we move faster, then we will 22 probably draw on that loan quicker. 23 Q. So it's the intent to utilize that delay 24 draw amount, if you will, for that construction -- 25 A. Right. 56 Liem - cross - Fogarty 1 Q. -- ultimately. 2 The revolver that you mentioned when Mr. 3 O'Gara was examining you, it's a $10 million revolver? 4 A. Correct. 5 Q. Can that be used for the renovation? 6 A. No. 7 Q. And you -- 8 A. Used for operations. 9 Q. And whose idea was that? Again, a bank 10 or you? 11 A. Yes. 12 Q. And help me out. Why would the bank say 13 that to you, you can't use the revolver on the 14 renovation? 15 A. I think the bank is simply trying to 16 protect its interests in assuring that there's 17 liquidity in the property from an operating 18 perspective. So that's what the revolver is designed 19 to do, to make sure we have sufficient liquidity, in 20 the bank's mind, to operate the business. 21 Q. As I understand it, you expect to 22 operate the Golden Nugget at around break-even EBITDA 23 for this approximate year period going forward. How 24 do you plan to achieve that goal in light of the 25 recent operating trends at that property and given 57 Liem - cross - Fogarty 1 what has to be disruption because of the renovation? 2 A. First of all, we believe that the Trump 3 Marina has not focused heavily on bringing business to 4 the Marina. In the Trump group there's two other 5 competing properties. The Marina has been for sale 6 since 2006, 2007. So I don't know that management has 7 heavily focused on the Marina as an operating event. 8 We will be a hundred percent focused on driving 9 business to the Golden Nugget in Atlantic City. 10 That's number one. 11 Number two is we have a combined 12 database of our restaurants, our Las Vegas casino, as 13 well as the Trump database of customers, and we will 14 market to those customers with the intent to get them 15 to come in. I think there's a -- there will be a 16 great excitement associated with the renovations, of 17 the change that's occurring in the Marina. We found 18 when we renovated the Golden Nugget in Las Vegas that 19 while the disruptions were real, that the customers 20 were almost intrigued to come in and deal with the 21 disruption because they wanted to see what was 22 happening to their casino. 23 And what we found is that the Marina, 24 despite the lack of investment in that property over 25 the years, it still has a tremendously loyal group of 58 Liem - cross - Fogarty 1 customers. And so I think we've built on that. You 2 build on the excitement of what's going on to the 3 casino. We will clearly be, in my mind, more 4 effective from a cost perspective. It's one of the 5 things that we do. 6 And if you combine that with the 7 leverage of Landry's scale, on the back-office 8 functions, the drive to get more business on, the 9 focus on really making the Golden Nugget Atlantic City 10 a casino you want to go to, and you don't want to send 11 them off to other casinos, in my opinion, despite the 12 turmoil in Atlantic City that that should get us to 13 break-even. 14 Q. What are your alternatives if you're 15 operating results fall short of what you expect them 16 to be? 17 A. Well, again, we have the revolver from 18 the liquidity perspective, and we have Tilman 19 Fertitta. 20 Q. And? And I'm sorry? 21 A. And Tilman Fertitta. 22 (Laughter.) 23 Q. What's better? The revolver or Tilman? 24 (Laughter.) 25 A. For the first ten million, the revolver. 59 Liem 1 (Laughter.) 2 Q. Thank you, Mr. Liem. 3 MR. FOGARTY: That's all I have. 4 CHAIR KASSEKERT: Thank you. 5 Mr. Liem, do you see a focus here in 6 Atlantic City -- I think probably one of the 7 concerns that we've always had here is that 8 while Vegas sort of goes 50/50 with respect to 9 gaming and other attractions, Atlantic City has 10 relied more heavily on gaming to carry it 11 through in terms of profits. Do you see, 12 especially with the Landry's Restaurants brand 13 name coming to the Marina sort of a shifting 14 away from that and more of a -- an equal, I 15 guess -- you know, equal emphasis on gaming 16 versus other amenities? 17 THE WITNESS: I think we would certainly 18 like to see that. I mean, it's a -- you know, 19 the gaming component can be much more volatile 20 than some of the associated revenues. And you 21 know, again, our restaurants -- Atlantic City 22 will be very pleased to have our restaurants 23 operating in that casino, local residents as 24 well as people that come in to do gambling. 25 And I think the -- you know, the whole move in 60 Liem 1 Atlantic City to become more of a destination 2 area and more resort driven, we will fit right 3 into that. We will support that, and it will 4 be a contributor to that change. 5 CHAIR KASSEKERT: Coming closely on the 6 heels of your -- of this hearing will be next 7 year the closing -- the opening, rather -- of 8 Revel Entertainment. What do you see as the 9 impact of Revel on the business at the Marina? 10 THE WITNESS: Once again, I believe 11 Revel will be good for Atlantic City. I 12 believe it will be good for the Golden Nugget. 13 It will bring new people back to the market, 14 into the market. And I think we will do the 15 same thing. I think we will get incremental 16 people coming into Atlantic City that might not 17 have come because of the Golden Nugget brand, 18 because of our restaurants, and because of the 19 way that we're going to treat people. I think 20 Revel will do the same thing, will bring new 21 people into the market. We're quite excited to 22 have that development going on. 23 CHAIR KASSEKERT: And I'm sure I'm going 24 to ask Mr. Fertitta some of these questions as 25 well. 61 Liem 1 At this point do you have any plans -- 2 beyond the initial renovations and the room 3 renovations, do you have any other additional 4 plans for the Atlantic City property? 5 THE WITNESS: I would say that Tilman 6 always has plans for his properties. He's 7 always looking, you know, years in the future 8 and opposed to months into the future. And so 9 absolutely. We've spent over $300 million on 10 the Golden Nugget in Las Vegas. Completely 11 renovated the entire property and then added a 12 500-room hotel tower. And I could certainly 13 see us going the same direction here in 14 Atlantic City. 15 CHAIR KASSEKERT: All right. 16 Questions from the Commissioners? 17 COMMISSIONER HARRINGTON: Yes. 18 CHAIR KASSEKERT: Commissioner 19 Harrington? 20 COMMISSIONER HARRINGTON: Yes. Thank 21 you. 22 Am I to -- now, the Marina is going to 23 become a focal point of your attention as well? 24 THE WITNESS: The Golden Nugget? 25 COMMISSIONER HARRINGTON: Yes. 62 Liem 1 THE WITNESS: Absolutely. 2 COMMISSIONER HARRINGTON: Great. Great. 3 That's good. 4 And I heard you say that with regard to 5 the databases, you have the restaurants, you 6 have Las Vegas. You are also going to have 7 the -- have access to the Trump Marina 8 database? 9 THE WITNESS: Correct. 10 COMMISSIONER HARRINGTON: Okay. That's 11 good. That's very good. 12 And, finally, what can we expect to see 13 different this coming weekend than we see right 14 now? 15 THE WITNESS: I think you'll probably 16 would get a better answer from Tilman on that. 17 COMMISSIONER HARRINGTON: Okay. Thank 18 you. Thank you. 19 CHAIR KASSEKERT: Okay. Anything on 20 redirect? 21 MR. O'GARA: No, ma'am. 22 CHAIR KASSEKERT: Anything on recross? 23 MR. FOGARTY: Yes, please. 24 CHAIR KASSEKERT: Sure. 25 MR. FOGARTY: Because I forgot to ask. 63 Liem - recross - Fogarty 1 My trusty advisors here snuck me a note. 2 3 RECROSS-EXAMINATION BY MR. FOGARTY: 4 Q. There's a certain guaranty that Landry's 5 Restaurants has entered into with regard to a number 6 of things, but specifically including guaranteeing the 7 construction. 8 A. Correct. There's $15 million that 9 Landry's has guaranteed as a completion guaranty, so 10 there's another $15 million from Landry's Restaurants 11 should it be needed to complete the construction. 12 Q. And then. So it's the revolver, then 13 construction, then Tilman. Is that the idea? 14 A. Correct. 15 Q. Thank you, Mr. Liem. 16 CHAIR KASSEKERT: Good. 17 Mr. O'Gara? 18 MR. FOGARTY: That's all I have, Chair. 19 MR. O'GARA: No, ma'am. Nothing 20 further. 21 CHAIR KASSEKERT: Thank you. You may 22 step down. 23 Mr. O'Gara, you may call your next 24 witness. 25 MR. O'GARA: Tilman, Fertitta. 64 Fertitta - direct - O'Gara 1 CHAIR KASSEKERT: If you remain 2 standing, Mr. Nance will swear you in. 3 4 TILMAN FERTITTA, was duly sworn to 5 testify in this matter. 6 7 MR. NANCE: Please state your name for 8 the record. 9 THE WITNESS: Tilman Fertitta. 10 11 MR. NANCE: Thank you. 12 CHAIR KASSEKERT: Thank you. 13 You may proceed. 14 MR. NANCE: You may be seated. 15 CHAIR KASSEKERT: You may be seated. 16 (Laughter.) 17 THE WITNESS: Okay. 18 CHAIR KASSEKERT: Not so fast. 19 MR. O'GARA: Before you can work, you 20 must sit. 21 (Laughter.) 22 23 DIRECT EXAMINATION BY MR. O'GARA: 24 Q. You're the Tilman Fertitta everyone's 25 speaking about? 65 Fertitta - direct - O'Gara 1 A. Yes, sir, I am. 2 Q. And where are you from, Mr. Fertitta? 3 A. Houston, Texas. 4 Q. And you are the owner of Landry's 5 Restaurants? 6 A. Yes, sir. 7 Q. And you hope very shortly to be the 8 owner of Golden Nugget Atlantic City? 9 A. Yes, sir, I do. 10 Q. Mr. Liem has talked a lot about the 11 financing, and he was asked some questions about what 12 you were going to do over there. Let me just ask you 13 first. What led you to decide to buy a place in 14 Atlantic City, Tilman? 15 A. You know, you know what's interesting is 16 when I saw that the Marina was under contract a few 17 years ago for, I think 300 and something million 18 dollars, and I had just paid something like that, a 19 little more for the Golden Nugget, I said that would 20 make a good property for the Golden Nugget. I wish I 21 would have looked at it. But then everything happened 22 in Vegas and Atlantic City. But I was always 23 intrigued by the market, that it was a $3 billion 24 market but yet there was only 11 properties in the 25 market. And I think -- and this is what upsets me 66 Fertitta - direct - O'Gara 1 about the press is that -- not the press. Just 2 everybody -- 3 (Laughter.) 4 A. I love the press. 5 (Laughter.) 6 A. Is the fact that it is a declining 7 market today. That is going to change. It will stop. 8 But it's amazing, the average gaming revenue at these 9 properties is over 300 million, but yet the strip in 10 Las Vegas is only $140 million per each casino. So 11 this is a great market. We just need to get it 12 leveled off in the next year or two. And if it 13 doesn't level off for two years, three years, I think 14 we'll all be fine. And we just need to continue to 15 turn this into a destination type resort instead of 16 just gaming, and that's having the spas and plenty of 17 restaurants, the pools that are open year-round. The 18 Marina Pool closed on Labor Day regardless if it was a 19 hundred degrees out the following week. And I think 20 that what is what we're going to do. I think that 21 Harrah's and Borgata are doing a great job, and I 22 think that that's what Revel's going to do. And I 23 think -- I'm not saying -- I give every else a lot of 24 credit in town, but I think the four of us will be the 25 driving force to help change how the perception of 67 Fertitta - direct - O'Gara 1 Atlantic City is. It's going to be a year-round 2 market. And, hopefully, it won't be just a Friday, 3 Saturday, Sunday morning. But we need to bring the 4 convention business in Monday through Thursday. 5 Q. And Mr. Fertitta, you're going to make 6 some changes in the Golden Nugget? 7 A. Yes, sir. 8 Q. Have you already started? 9 A. Yes, sir. 10 Q. And in the way you've already started, 11 is there one particular facility that's going to be 12 opened in a couple of days that's new? 13 A. Yes. What we wanted to was at least 14 make an impact from day one and have one of our 15 restaurants. So when we wrote this contract -- and 16 I'll be honest with you, it was a buyer's contract 17 because of the fact that it was losing so much money 18 that we could go in and do renovations as long as the 19 gaming control board and the city and the state and 20 everybody approved, Avenue Capital approved, and we 21 were able to go and totally redo the -- the interior 22 and exterior of the building overlooking the marina. 23 We were able to put our Chart House restaurant in, 24 which will open Thursday night. And it also kind of 25 shows, you know, how be we're going to do the outside 68 Fertitta - direct - O'Gara 1 of the major buildings. But that, also couple of 2 temporary cocktail lounges, bars in there. We've 3 already done our model rooms which anybody can go in 4 and see exactly what our new rooms are going to look 5 like as they start coming on line in August. All 6 through the summer, we will be losing floors, which is 7 just the way it is. 8 But we're tying to create an excitement. 9 We weren't going to just sit on our hands from day one 10 and negative cash flow. So we've tried to do as much 11 as we can and create the excitement. We're going to 12 try to do this transformation where it's a lot of fun 13 for the guests to see at the same time. 14 Q. So as we sit here today, you have 15 several million dollars invested in this billing right 16 now? 17 A. Already. And if we did not close, then 18 the way our deal was written was we had to finish 19 whatever we started. But usually, if we sign a 20 contract, we come to the closing table. 21 Q. And there's people over there right now 22 there are ready to start working on casino floors if 23 we can get through this process; is that right? 24 A. Absolutely. 25 Q. And now, you have some visuals here that 69 Fertitta - direct - O'Gara 1 show what your plans are or how you plan to change 2 this building? 3 A. Yes, sir. We sure do. 4 Q. And last night when you and I were 5 talking, you told me that, you know, you were not 6 crazy about people that do a bunch of renderings and 7 never finish building them. You've actually started, 8 and the people are there. And how much money are you 9 going to spend in your first cut at this Capex, Mr. 10 Fertitta? 11 A. You know, I think in our first phase 12 that we'll be close to 90 to $100 million because 13 that's purchase price. And then we will do a Phase II 14 and a Phase III. We're already looking at other 15 opportunities. And I can tell you as soon as we hit a 16 certain benchmark in EBITDA that is not that high, I 17 think that we need to add another tower to be as 18 competitive as we would like in the market. 19 The -- what attracted me to this 20 facility is this is a modern, airy building. It was 21 built in the late '80s, and it's got high ceilings, 22 and it's got lots of space. I mean, it's got a 16,000 23 square foot ballroom. That is not what a 740-room 24 hotel usually has. So this is -- this facility was 25 built to have more rooms, and so we feel like to 70 Fertitta - direct - O'Gara 1 continue to grow in the market, we would love to built 2 another tower and start on it in the next two years. 3 And that's exactly what we did in Vegas. 4 As soon as we hit a certain point -- and we were 5 probably the only people that did not shut down their 6 tower in Vegas as the market was falling apart. 7 Caesars shut down theirs. Boyd shut down theirs. And 8 we just kept going, and it was very scary. And it 9 ended up working out. We ended up renting 30,000 more 10 rooms last year than the year before in as negative 11 market as it is in Las Vegas. 12 Q. And what's your schedule for what we're 13 going to see here, which is the first phase of 14 improvement. What's your schedule to complete that? 15 A. We would like to be through by December 16 and construction wise we can do it as quickly so long 17 as we can get through permitting quick enough. That's 18 sometimes the hardest thing to do because we move very 19 fast. But we will have something coming on line two 20 or three different units inside of the property. 21 You'll have Chart House coming on this month. You'll 22 have Vic & Anthony's coming on. Then you'll have Rush 23 Lounge coming on the next month. You'll have retail 24 structure coming on. You'll see construction in the 25 casino. You'll have rooms coming on, the pool coming 71 Fertitta - direct - O'Gara 1 on. Every month you'll have two or three different 2 outlets coming on for the property. And, hopefully, 3 concluded by December. 4 Q. Do you have some idea, you can show us 5 what you're doing here? 6 A. Yes. I would love to. 7 MR. NANCE: Mr. O'Gara, would you please 8 identify for the record what the exhibit is. 9 MR. O'GARA: If -- I think Amy can read 10 what's numbers on it. Do you have them marked? 11 MS. CHASEY: I do. So this would be 12 12A. 13 THE WITNESS: May I just say? 14 CHAIR KASSEKERT: Sure. 15 MR. O'GARA: Yeah. 16 THE WITNESS: Amy is Vice President of 17 Marketing for the two Golden Nugget 18 properties -- three Golden Nugget properties. 19 So she's -- she's a little more than just a 20 board handler for me. So she does a lot. 21 A. You know, if you look at this floor 22 right here, what you can see is -- and this is what 23 shocked us about the Trump Marina was, there was only 24 one bar in the whole property, and it was right there 25 at the front desk. And it's almost like we -- 72 Fertitta - direct - O'Gara 1 everything was done not to do business here. And it 2 was just a big box casino floor. There was no poker 3 room. There were no bars inside of the casino. There 4 were no restrooms inside of the casino. And what you 5 can see, what we've done here is, we built a huge 6 retail mall here. We've gone into the back of the 7 house and even gained space so that we could have 8 enough critical mass to create a unique area. 9 You can see where we put our Grotto 10 restaurant directly inside of the middle of the casino 11 that's opened up to it. We did our Red Sushi and 12 Noodle Bar and an Asian pit. 13 We put a high-limit table games area in 14 the middle of the casino instead of in the corner. We 15 did another bar back here in the back. We added a 16 huge poker room. We're do a race and Keno, which 17 there was no race or Keno inside the property. 18 But then we're trying to make the entry 19 as you come in -- so much action. You have the 20 tebinoki table only at the lobby. You have the new 21 Vic & Anthony's steakhouse open to it. We're putting 22 in a cafe, which will be a 24-hour coffee shop, but 23 that's what you call them today. They're more 24 restaurants. Right here at the lobby, open to the 25 lobby. The Rush Lounge, the party pit right open to 73 Fertitta - direct - O'Gara 1 the lobby. The buffet will be behind it. The 2 showrooms being totally redone. So as you walk into 3 this property, we're also opening up the grand 4 ballroom right into this, taking the doors down so it 5 has a real open feeling. Moving everything around to 6 from VIP check-in to the sundry shop. Every single 7 outlet will move in this property to another location. 8 Q. And when will that start, that 9 construction? 10 A. Immediately. Immediately. Today. 11 MS. CHASEY: This will be 12 -- 12 Q. Tomorrow. Go with tomorrow. 13 A. Tomorrow. 14 (Laughter.) 15 MS. CHASEY: This will be 12B. 16 It's 12; correct? 17 MR. NANCE: Yes, 12. 18 MS. CHASEY: Okay. 12B. 19 A. What you can see here is, we've totally 20 redone the outside of the property. It's it is not 21 going to have that hospital look anymore. 22 (Laughter.) 23 A. We will be coming in through the 24 spandrels with aluminum panels which will then be 25 stuccoed, so it will look like a totally different 74 Fertitta - direct - O'Gara 1 building. We'll do our signal swish up here at the 2 top. You'll have your arch. The whole outside of the 3 building will totally be different. You will not 4 recognize this property come December. 5 As a matter of fact, the outside of the 6 building, our plan is is to be totally done by October 7 before the snow comes, so. 8 MS. CHASEY: There's 12C. 9 A. Once again, one of the things that 10 attracted me here was there was a -- there's a very 11 grand porte-cochere here that you could make very 12 special. It just isn't very special. And you can see 13 how we've gone in, and done some elements we've done 14 at the Rush Tower with the granite, with the art. 15 Landscaping, everything, to give it a totally 16 different look. 17 MS. CHASEY: And this will be 12D. 18 A. Yeah. This the Chart House, which will 19 be finished. And if you want to see, you know, what a 20 touch of what the rest of the building is going to 21 look like, you can go see this on Thursday. And from 22 the time you -- as soon as you are on the outside, or 23 as soon as you go up the escalators and you turn 24 around and you start walking down the corridor, the 25 way that from -- it will give you a touch for how the 75 Fertitta - direct - O'Gara 1 rest of the casino is going to look from the light 2 fixtures around that area to as you walk into that 3 property. 4 Q. This is done right now; correct? 5 A. Yes, sir. Right now. 6 MS. CHASEY: This will be 12E. 7 A. That's just another look at how the 8 porte-cochere is going to totally look ike. 9 MS. CHASEY: And that's 12F. 10 A. This is -- you know what I wish he had, 11 and it's a shame. You all wouldn't have liked how 12 much time I took, but the before-and-after pictures. 13 (Laughter.) 14 A. This is the lobby as you come up the 15 escalator. And these are those ugly round columns, 16 and these are new brown beams, and this is where the 17 things are coming out, cut down, and that's stainless. 18 And I can tell you, you could take a 19 picture of this, and this is what it's this is going 20 to look like. Okay? This isn't just a pretty 21 drawing. That's what it is going to look like. And 22 we're building a facility here that will compete 23 against anybody else in town. It will make us very 24 proud, and it will be make everybody in Atlantic City 25 very proud to have another quantity property like 76 Fertitta - direct - O'Gara 1 this. 2 MS. CHASEY: This will be 12G. 3 A. You know, one of the things that 4 interested us is that we've gone around and looked at 5 a lot of properties, because they are chopped up, is 6 that when I saw this great entry that you could create 7 in that atrium. The whole ceiling treatment is being 8 redone. This is kind of Grotto on the right here. 9 This is the Red Sushi over here. This is Club 46 back 10 here. It's a totally different, new-looking gaming 11 floor. So that's just the good perspective of it. 12 MS. CHASEY: This will be 12H. 13 A. This is kind of when you come up on the 14 escalators. And this is where this new cafe will go 15 right here. Just so you create some energy right 16 there as you come up. And that's exactly what it's 17 going to look like. That's where the buffet goes back 18 right now. 19 MS. CHASEY: And this will be 12I. 20 A. This is the front desk area. The front 21 desk is being totally cut down as the pods. This is 22 kind of the new look for the properties today. Once 23 again, a lot of the slicker type wood. The light 24 fixtures. That is what the carpet design is exactly. 25 And this is a look that we did as -- one of the things 77 Fertitta - direct - O'Gara 1 I liked, and when I built this new grand ballroom in 2 Las Vegas, you go a lot of properties and conventions, 3 and you're meeting space is way far away. I like it 4 to open up right into the casino. Gives and creates 5 an energy right there. And that's what we're creating 6 here. 7 MS. CHASEY: And 12J. 8 A. That's what a showroom area is. If you 9 go down this corridor, that's where Vic & Anthony's 10 is. The Lillie's, the Chinese restaurant. And, of 11 course, the Chart House goes right through there. 12 MS. CHASEY: And 12K. 13 A. As a matter of fact, the showroom is 14 already under construction, which we have permission 15 and we will be finished by June 15th. We took out all 16 the -- the old time -- basically they had banquet 17 seating in there, and we put in the cushy, fancy 18 chairs. And that will be done by June 17th. 19 Also, right over the atrium, we're 20 creating a whole brand-new spa that will totally 21 overlook the main floor. Right now, the spa was -- 22 the spa was up on the sixth level by itself. And I 23 think that for women to get a pedicure, as they just 24 had those big old -- I think they used the salad bowls 25 downstairs. 78 Fertitta - direct - O'Gara 1 (Laughter.) 2 A. They brought them upstairs to do 3 pedicures. So -- excuse me. I didn't mean to -- 4 (Laughter.) 5 A. It is what it is, though. 6 So but we'll have the latest, greatest 7 new spa equipment. And, once again, this is what 8 helps make you a destination resort. Even if a lot of 9 people don't use the spa, when they see a nice spa, 10 just the perception. Perception is so much. And 11 that's why you have to have the latest and greatest. 12 And this is a new 12,000 square foot 13 spa, in a brand-new location. 14 MS. CHASEY: This will be 12L. 15 A. This is an area that we're creating in 16 the meeting room, and the front desk is directly below 17 it. And it's wine and WiFi and where people can kind 18 of go in and hang out, and it will be free WiFi for 19 them to use their laptops. And there will also be 20 wine service in there. So just kind of a relaxing 21 area for customers. So, once again, it's by the 22 meeting rooms. And it's -- it -- it's what helps make 23 it a destination resort. 24 You know, we're in an industry, the 25 entertainment industry, that is so fast-moving today. 79 Fertitta - direct - O'Gara 1 And one of the reasons we've been successful as 2 restaurant company, a hotel company, and a gaming 3 company is because we constantly, constantly are 4 changing. I've redone parts of the Golden Nugget 5 continuously. And, you know, I just rechanged a bunch 6 of light fixtures in the Nugget that, you know, I was 7 looking at pictures of this morning. And we have 8 restaurants that we'll redo every few years because 9 things are changing so quick. And one of the things 10 that's happening with this property is, which is so 11 great and unique that we weren't even able to do in 12 '05 at the Golden Nugget in Vegas, is this is the 13 latest, greatest ideas out there. And that's what 14 you're going to see. You're going to see how 15 architecture has even changed and design ideas have 16 even changed since the Borgata was built. So you're 17 going to see a lot of knew unique things. And that's 18 a lot of new things you're going to see with Revel, 19 too, is the latest, greatest ideas out there. 20 MS. CHASEY: 12M. 21 A. This is the pool deck area. And this is 22 something that we've already done and were very 23 successful with at the Golden Nugget. And right now 24 there's doing nothing there. So you'll have a pool 25 deck and H2O lounges out there. 80 Fertitta - direct - O'Gara 1 I'm sure some of you all have been to, 2 like, ski resorts, and during the middle of winter you 3 have the hot tubs out there and the fire pits. We're 4 going to create that here. And so this becomes a 5 year-round destination where people -- we want to come 6 down in their robes and in their bathing suits when 7 it's 20 degrees outside and get in these hot tubs and 8 sit by the fire pits. But you can do it at a ski 9 resort. Why can't you do it here at a casino? And 10 they will. I can promise you that. 11 And we -- we don't operate, well, this 12 is what time you open. This is what time you close. 13 Even in Vegas, our pool's opened year-round, and it's 14 a huge part of our property. We spent $35 million 15 just on our pool in Vegas, and it's one of the top 16 pools in the world. It's on everybody's top five 17 list. And we make everything look at it and around. 18 But this going to be just as unique. This is part of 19 it. It will not be that unique. I take that back. 20 Because I'm not going putting a shark tank in the 21 middle of it. 22 (Laughter.) 23 A. So this is going to be very nice. Not 24 as good as Vegas, but maybe in Phase II or Phase III 25 we will. 81 Fertitta - direct - O'Gara 1 MS. CHASEY: And this will be 12N. 2 A. This is not a drawing here. This is -- 3 this is one of the new rooms. And that is -- that is 4 a live photo that was just taken last Friday. And as 5 you can see, that room will compete with any room in 6 the city. 7 That is one room. And let's look at the 8 other. 9 MS. CHASEY: This is 12O is the final 10 one. 11 A. And this is the other room. So this is 12 what the property is going to look at like. And, like 13 I said, those are not even pretty paintings. Those 14 are -- yeah. 15 So we're truly excited to be in Atlantic 16 City. Thank you all very much. We appreciate 17 everything. And we promise everybody that we will be 18 very good citizens here. We look forward to being 19 here. I'll look forward to being here. Our whole 20 company looks forward to being here. And, hopefully, 21 we'll all look back on this in the years to come, and 22 this is was a great decision or all of -- I'm going to 23 go ahead and say it -- all of y'all. 24 (Laughter.) 25 A. And all of us. Thank you very much. 82 Fertitta - cross - Fogarty 1 I'll be glad to answer any questions. 2 CHAIR KASSEKERT: Sure. 3 MR. O'GARA: No. I don't want to ask 4 Tilman. 5 6 CROSS-EXAMINATION BY MR. FOGARTY: 7 Q. You have to be more excited, sir. 8 (Laughter.) 9 Q. I only have one question for you. Since 10 you seem to be in a building mind, there's about -- I 11 think there's a 14-acre tract of land that's vacant 12 that adjoins this property that you've agreed to buy. 13 I think you know what I'm talking about. It's owned 14 by MGM. Any idea? Any yearning? As to -- 15 A. It's the one directly behind the parking 16 garage. 17 MR. O'GARA: Right. 18 Q. Yes, it is. 19 A. You know, we've looked at it. What 20 we're trying to do right now is understand the flood 21 zone in that property and what you can and can't do on 22 that property. But, yes. I mean, we would love to 23 development it and make a deal with MGM on that 24 property. 25 Q. It's been vacant for a number of years, 83 Fertitta - cross - Fogarty 1 obviously. 2 A. Yes, sir. 3 Q. That's all I have, sir. Good luck. 4 CHAIR KASSEKERT: Thank you. 5 Let me ask with respect to, you know, 6 the property in Vegas, and this hopefully new 7 property in Atlantic City, what do you plan to 8 do in terms of cross-marketing with the two 9 Vegas properties? 10 THE WITNESS: Well, I mean, Vegas is a 11 huge database. And I mean, let's be honest. 12 The Golden Nugget brand is the only brand of 13 all the old historical hotels in Vegas that's 14 still a great brand. And the Golden Nugget has 15 been one of the 20 properties in Nevada had has 16 the Four Diamond status now for over 30 years. 17 And we will market them together. You'll see 18 us market them nationally together all over the 19 United States. So -- that brand is going to 20 help us. When people come to Atlantic City, we 21 feel like everybody's going to give us a shot. 22 And we're going to make sure that we get our 23 little piece of the pie. We don't want to 24 steal a bunch of business from anybody. We 25 want to bring in new customers, but we would 84 Fertitta 1 just like to get a little piece of pie to be 2 successful. 3 CHAIR KASSEKERT: And with respect to -- 4 you know, part the issue with Atlantic City has 5 not only about that being the economy but also 6 been the advent of the convenience gambling in 7 Pennsylvania now -- and other areas, frankly, 8 too. Maryland coming on board. West Virginia 9 expanding. New York now. What do you plan to 10 do in order to attract new customers who might 11 be going to a Pennsylvania casino right now to 12 come to Atlantic City? 13 THE WITNESS: I still think the critical 14 mass of Atlantic City is what makes it special. 15 And that's why I feel like we're right now on 16 the -- in the Marina District you only really 17 had Harrah's and Borgata. 18 CHAIR KASSEKERT: Uh-hum. 19 THE WITNESS: That when you do add the 20 Golden Nugget and you add the -- Revel is 21 really the next closest property. You're going 22 to have four major properties that you can 23 really compete against anybody. Where if 24 somebody needs X amount of thousands of rooms 25 for a convention or whatever. We're all going 85 Fertitta 1 to do business on the weekends. What we've got 2 to do in Atlantic City is get people here 3 Monday through Thursday. 4 CHAIR KASSEKERT: Yes. 5 THE WITNESS: And that's where the 6 critical mass of all of us, I think, can help 7 us. And then, also, I feel like the Golden 8 Nugget brand, we will do huge -- we'll do 9 everything we can do to help market and brand 10 people to bring them here. 11 CHAIR KASSEKERT: Uh-hum. And with 12 respect to convention space in particular, how 13 you plan to use this property in terms of 14 attracting conventions? Will you -- will you 15 have a convention floor? Will you utilize the 16 ballroom for that? 17 THE WITNESS: We'll do whatever we have 18 to do. We even look at other areas of the 19 property right now that we can take and use as 20 meeting space. You know, we do only have 21 735 -- 740 rooms. We're going to add a few 22 more rooms. But, you know, we -- we can fill 23 our space. You know, what we need is everybody 24 together. And there's talk right now -- as a 25 matter of fact, we have a meeting today with -- 86 Fertitta 1 or tomorrow -- with some other people in town. 2 There's talk of building a convention center in 3 that area over there which would be beneficial 4 to all of us. 5 CHAIR KASSEKERT: Great. Great. 6 Questions from the Commissioners? 7 COMMISSIONER HARRINGTON: This is very 8 exciting. And you answered one of my 9 questions, which is the whole issue of the 10 dynamic renovations and continuing to stay 11 current and ahead of the curve. So that's 12 really good news for Atlantic City and for New 13 Jersey, quite frankly. 14 One of the things that we've seen 15 recently is with properties changing hands, 16 change in staffing. Can you just share with us 17 your vision for the current staffing and the 18 future staffing of the Golden Nugget? 19 THE WITNESS: You know, I can tell you 20 this, which is really interesting, is the staff 21 at the Trump Marina is very nice. They are a 22 nice staff, and one of the things that, you 23 know, we've always preached at our company is 24 there are no spare customers. And the customer 25 is always right. And if you want scrambled 87 Fertitta 1 eggs at 8:00 in one of our steakhouses, you 2 know what? We're going to do it for you. You 3 know, we try not to use the word "no." And 4 there is a very good staff there. It's 5 probably one of the longest staffs anywhere. 6 We should be adding a lot of staff. But 7 at the same time, are we going to lose some 8 staff during this transition? Yes. 9 Absolutely. But not very much. A small 10 percentage. That we've evaluated, and in the 11 management of the casino that is already there 12 that's been there for a long time, sometimes to 13 be successful, you have to have some change. 14 And there is going to be some change, but there 15 isn't going to be a lot of change. And we're 16 not going to have a problem, and we're not 17 asking anybody to take pay cuts. We're not 18 asking people to change. But there is a small 19 group of people that is not going to be at the 20 property anymore. That's just -- and it's 21 basically based just on what we feel and other 22 people, their productivity over the last few 23 years. But there is -- you're not going to 24 hear this big uproar the employees that are 25 left that we're having asking them to change 88 Fertitta 1 anything because we're not. 2 COMMISSIONER HARRINGTON: Thank you very 3 much. Appreciate it. 4 THE WITNESS: We've been there. Done 5 that. And don't make the same mistakes twice. 6 (Laughter.) 7 COMMISSIONER HARRINGTON: Thank you. 8 Thank you. That's it. 9 CHAIR KASSEKERT: Thank you. Mr. -- 10 VICE CHAIR FANELLE: I think it's 11 interesting to see how hands-on you are. Your 12 fingerprints are all over this. The 13 observations that I've made is the Landry 14 branding is going to come in and accentuate the 15 casino industry. So it's an exciting time, and 16 we want to wish you luck in that endeavor. 17 THE WITNESS: Well, I appreciate it. 18 And I'll tell you in just -- you know, in 19 another two months, you're going to see a 20 worldclass steakhouse in Vic & Anthony's, and I 21 think you're going to see us still less 22 expensive than the other properties here when 23 it comes to our food outlets. That you will 24 see that the quality and for what you get less 25 than at the other properties around here. 89 ITEM NO. 10 1 Because that's what we do, and we know how to 2 do it. 3 CHAIR KASSEKERT: Great. Thank you. 4 Anything on redirect? 5 MR. O'GARA: No, ma'am. 6 CHAIR KASSEKERT: Anything on recross? 7 MR. FOGARTY: Nothing further from the 8 Division. 9 CHAIR KASSEKERT: Thank you. You may 10 step down. 11 THE WITNESS: Thank you all very much. 12 Once again, we're all very happy to be here. 13 CHAIR KASSEKERT: We're certainly happy 14 to have you. 15 Mr. O'Gara, any more witnesses? 16 MR. O'GARA: No, ma'am. 17 CHAIR KASSEKERT: Okay. We'll now move 18 to closing statements. 19 Mr. Fogarty? 20 MR. FOGARTY: Chair, may I, just before 21 I start? This is appropriate for me to say 22 that perhaps we should qualify the ICA Trustee? 23 Or is that coming -- 24 CHAIR KASSEKERT: I think is that right 25 in the -- 90 ITEM NO. 10 1 MR. O'GARA: It's part of the 2 resolution, I believe. 3 MS. WOZNIAK: It's contained in the 4 draft resolution. 5 MR. FOGARTY: So it will be part of -- 6 CHAIR KASSEKERT: Yup. 7 MR. FOGARTY: Thank you. 8 I'll be a little longer, but still 9 brief. Little longer than before but still 10 brief. 11 It is not our role, not the Division's 12 role, to be a cheerleader for this applicant or 13 for any applicant. After all, we're 14 regulators. And our job is to ensure that any 15 applicant seeking entry into the Atlantic City 16 gaming venue does so pursuant to the 17 requirements of the Act and its regulations. 18 But we'd be ignoring reality if we ignored the 19 good news this application seems to bring to 20 Atlantic City and New Jersey because this 21 application brings a new operator willing to 22 make a substantial stake in the city at a 23 difficult time for the city. And I think we 24 have -- he's exhibited a certain amount of 25 infectious enthusiasm. 91 ITEM NO. 10 1 I've been around this business, the 2 regulation of casino gaming, for quite a while. 3 Some say too long. All the others, including 4 my wife, say much too long. 5 (Laughter.) 6 MR. FOGARTY: And I'm reminded of the 7 namesake of the other Golden Nugget, the one 8 nearly 30 years ago that was way down -- I 9 guess that's the southerly end of the Boardwalk 10 from here, in what is enhoused in what is now 11 the Atlantic City Hilton, a different operator 12 and a vastly different time. And I'm 13 specifically reminded that that other Golden 14 Nugget had an impact on Atlantic City because 15 it helped usher in a new era at the time in 16 that it helped introduce the Atlantic City 17 market to Wall Street and its large pools of 18 funds and access to public markets. 19 This other Golden Nugget helped 20 legitimize casino gaming by saying to the 21 investing public, it's okay to invest here. We 22 are properly regulated. We are properly 23 accounted for. And there's no untoward 24 business going on. 25 That other Golden Nugget with that 92 ITEM NO. 10 1 iconic and well-known name, made a difference. 2 Perhaps it is too much to expect this Golden 3 Nugget will have a similar impact on Atlantic 4 City that the other had. These are indeed 5 much, much different times and circumstances 6 than generation ago. But perhaps this Golden 7 Nugget in the hands of Mr. Fertitta will at 8 least be a harbinger of better times to come. 9 Maybe in one or three or five years, folks will 10 look back and point to this transaction as the 11 one when Atlantic City began a turnaround. We 12 can at least hope so, hope that this Golden 13 Nugget will be a turning point. 14 I have reviewed the draft resolution, 15 the one that was issued this morning, and the 16 Division does not oppose your adopting it 17 subject to the conditions set forth therein. 18 And the Division wishes the Golden 19 Nugget good luck. 20 CHAIR KASSEKERT: Thank you. 21 Mr. O'Gara? 22 MR. O'GARA: Yes, ma'am. 23 Obviously, we -- I think Mr. Fertitta 24 appreciates the good wishes of the Division. I 25 was there this morning. In reality, we like 93 ITEM NO. 10 1 you to vote because Mr. Fertitta would like to 2 start. But first, I want to thank you and your 3 staff because this happened in 90 days. And 4 also to thank the people at the Division, Mr. 5 Fogarty, Miss Flaherty, and the Director, the 6 former director it was, and Don Arare 7 (phonetic) and all of the people that are over 8 in that building. Because there's a lot going 9 on, and they're make it happen for us, and we 10 appreciate it. 11 So I'd ask you if you'd be kind enough 12 to adopt this resolution so that there will be 13 a Golden Nugget in Atlantic City in a little 14 bit. 15 Thank you. 16 CHAIR KASSEKERT: Thank you. 17 Let me just ask if there are any matters 18 that need to be brought to our attention? Any 19 other matters? 20 MR. O'GARA: Not from me. 21 CHAIR KASSEKERT: No? 22 MR. FOGARTY: No, Chair. 23 CHAIR KASSEKERT: Okay. We'll take a 24 brief recess, too. Just to, you know, build 25 the momentum and the excitement. 94 ITEM NO. 10 1 (Laughter.) 2 MR. FOGARTY: Suspense. 3 CHAIR KASSEKERT: Suspense. Right. 4 (A recess was taken from 12:10 to 12:20 5 p.m.) 6 CHAIR KASSEKERT: Thank you. We'll go 7 back on the record. 8 Thank you. Golden Nugget Atlantic City 9 is before us today for a ruling on its 10 application for interim casino authorization, 11 or ICA, under the Casino Control Act. A grant 12 of ICA would allow GNAC to close on its 13 acquisition of Trump Marina and to operate the 14 property pending final qualification by the 15 Commission. In the interim, GNAC's interests 16 will be held in trust with former Division 17 Director, Thomas O'Brien, as trustee. 18 We've heard from Mr. Fertitta the very 19 exciting plans for a renovated and rebranded 20 Golden Nugget Atlantic City with a refurbished 21 casino hotel, new restaurants, and other 22 amenities. This investment of time, effort, 23 and capital evidences confidence that this is a 24 property with a great location and tremendous 25 potential. And I'm optimistic that the arrival 95 ITEM NO. 10 1 in Atlantic City of the successful Landry's and 2 Golden Nugget brands will be a giant step 3 during a reinvigorated Atlantic City gaming 4 market. 5 Based upon the entire record of this 6 proceeding, I am satisfied that Golden Nugget 7 Atlantic City has met the standards for interim 8 casino authorization. So, accordingly, I will 9 move to adopt the draft resolution and: 10 One, find that GNAC's ICA application is 11 complete; 12 Two, approve the ICA Trust Agreement and 13 find Thomas O'Brien qualified to serve as 14 Trustee; 15 Three, approve the GNAC organizational 16 structure; 17 Four, find that all statements of 18 compliance should issue pursuant to Sections 19 81, 82, 83, 84, and 134 of the Act; 20 Five, approve GNAC's independent audit 21 committee; 22 And, six, find that GNAC's interim 23 operation of the Trump Marina property will 24 best serve the public interest. 25 And I so move. Is there a second? 96 ITEM NO. 11 1 COMMISSIONER HARRINGTON: Second. 2 VICE CHAIR FANELLE: Second. 3 CHAIR KASSEKERT: A motion has been made 4 and seconded. And this is that a roll call 5 vote. 6 MR. NANCE: Commissioner Harrington? 7 COMMISSIONER HARRINGTON: 8 Enthusiastically, yes. 9 MR. NANCE: Vice Chair Fanelle? 10 VICE CHAIR FANELLE: Yes. 11 MR. NANCE: Chair Kassekert? 12 CHAIR KASSEKERT: Yes. 13 MR. NANCE: The record will reflect that 14 the motion is unanimous. 15 CHAIR KASSEKERT: Congratulations. 16 MR. FERTITTA: Thank you very much. I 17 appreciate it. 18 MR. NANCE: Next item is Item No. 11. 19 Consideration of draft resolution to delegate 20 certain authority to the Executive Secretary, 21 General Counsel, and to the Director of 22 Regulatory Affairs. 23 Mr. Fehon? 24 MR. FEHON: Good afternoon, Chair, 25 Commissioners. Pleased to appear before your 97 ITEM NO. 11 1 this morning for the first time as your 2 Director of the Regulatory Affairs. 3 Before you are three proposed 4 resolutions that, if approved, would delegate 5 specific and limited authority to the General 6 Counsel, Executive Secretary, and Director of 7 Regulatory Affairs. 8 These resolutions would amend and 9 supersede the delegated authority resolutions 10 approved by you on April 7th, 2010. This 11 action was made necessary as a result of the 12 recent amendments to the Casino Control Act and 13 the subsequent reorganization of the Commission 14 staff. 15 The proposed resolution for the General 16 Counsel would rescind the previous delegation 17 of authority to approve petitions by 18 institutional investors, for waivers of 19 qualification and amend the previous delegation 20 to review and approve for redaction Division 21 reports in certain matters. 22 The resolution for Executive Secretary 23 would amend the previous delegation of 24 authority to include authority to set hourly 25 fee rates to be paid by licensees and license 98 ITEM NO. 11 1 applicants. This authority was previously 2 delegated to the Director of Financial 3 Evaluation. 4 And, finally, for Director of Regulatory 5 Affairs, this would amend certain authority 6 that was previously delegated to the Director 7 of Financial Evaluation and Director of 8 Licensing. It will establish delegated 9 authority to determine and certify to the state 10 treasurer on a monthly basis the amount of 11 casino parking fee revenues which are payable 12 under the Act and would to resigned all 13 previous delegations of the authority to the 14 Director of Compliance. 15 If you have if any questions for me, I'd 16 be happy to answer it. 17 CHAIR KASSEKERT: Thank you. And thank 18 you for undertaking this study. You and the 19 General Counsel had a lot of work to do. 20 Let me ask if there are any questions? 21 COMMISSIONER HARRINGTON: No. 22 I'll move that we adopt the resolution 23 delegating authority to perform certain 24 functions to the Director of Regulatory Affairs 25 and we adopt as amended the resolutions 99 1 delegating authority to perform certain 2 functions to the General Counsel and the 3 Executive Secretary. 4 VICE CHAIR FANELLE: Second. 5 CHAIR KASSEKERT: Motion is made and 6 seconded. This is a roll call vote. 7 MR. NANCE: Commissioner Harrington? 8 COMMISSIONER HARRINGTON: Yes. 9 MR. NANCE: Vice Chair Fanelle? 10 VICE CHAIR FANELLE: Yes. 11 MR. NANCE: Chair Kassekert? 12 CHAIR KASSEKERT: Yes. 13 MR. NANCE: The record will reflect that 14 the motion is unanimous. 15 In accordance with Resolution No. 16 11-04-06-03, the next closed session of the 17 Commission shall be held on Wednesday, June 18 15th, 2011, at 9:30 a.m. in the Commission 19 offices. 20 It is now time for the public 21 participation portion of the meeting. 22 CHAIR KASSEKERT: Is there anyone from 23 the public that wishes to be heard? 24 (No response.) 25 CHAIR KASSEKERT: Seeing no one, I 100 1 declare the portion of the meeting closed and 2 entertain a motion to adjourn. 3 COMMISSIONER HARRINGTON: I'll move the 4 motion to adjourn. 5 But may I just say before that, thank 6 you, to echo what the Counsel for Golden Nugget 7 indicated. Thank you to our staff and to the 8 Division staff for, you know, really working 9 hard to make sure that this happened and that 10 this happened expeditiously. It's a very 11 exciting project. 12 And I think it shows a great cooperation 13 among the principals involved as we move into 14 our new phase of the Casino Control Commission. 15 So this is a great step forward. Thank you to 16 everyone involved. 17 CHAIR KASSEKERT: Ditto. 18 VICE CHAIR FANELLE: I'll second that. 19 CHAIR KASSEKERT: We'll all second that 20 motion. 21 Motion is made and seconded. All in 22 favor? 23 (Ayes.) 24 CHAIR KASSEKERT: Opposed? 25 (No response.) 101 1 CHAIR KASSEKERT: Motion carries. 2 Thank you. 3 (Public Meeting 11-05-23 was adjourned 4 at 12:26 p.m.) 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 102 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: May 25, 2011 23 My Notary Commission Expires July 22, 2014 24 ID No 2062871 25