MINUTES OF THE MISSISSIPPI GAMING … St. Pe’, Chairman, MS Gaming Commission Nolen Canon,...

MINUTES OF THE MISSISSIPPI GAMING COMMISSION

Regular Monthly Meeting November 17, 2005

The regular monthly meeting of the Mississippi Gaming Commission was held at 10:00 a.m., Thursday, November 17, 2005, at the Imperial Palace Hotel & Casino located at 850 Bayview Avenue, Biloxi, Mississippi. Staff attending: Jerry St. Pe’, Chairman, MS Gaming Commission Nolen Canon, Commissioner, MS Gaming Commission John M. Hairston, Commissioner, MS Gaming Commission Larry K. Gregory, Executive Director, MS Gaming Commission Eugene C. Stone, III, Special Assistant Attorney General, Attorney General's Office Sam Weaver, Director of Corporate Securities, MS Gaming Commission

Eddie Williams, Director of Administrative Services, MS Gaming Commission Allen Godfrey, Director of Compliance, MS Gaming Commission Emil Lyon, Director of Gaming Lab, MS Gaming Commission Becky Clark, Regulatory Staff Officer, MS Gaming Commission

ITEM I.

Father George Kitchin of St. James Catholic Church, Gulfport, Mississippi, gave the invocation. Chairman St. Pe’ led the Pledge of Allegiance. Chairman St. Pe’ introduced newly appointed Commissioner John M. Hairston and welcomed him to the Commission. Chairman St. Pe’ recognized Mayor A. J. Holloway from the City of Biloxi. Mayor Holloway welcomed the Commission to Biloxi. He gave a brief overview of the progress the City of Biloxi has made over the last 2 months. He stated that the current plan calls for all four lanes of Highway 90 to be re-opened by December 15, 2005. The Highway 90 bridge linking Biloxi and Ocean Springs is scheduled to partially re-open by Thanksgiving 2006. The Pops Ferry Bridge is scheduled to be in place approximately 50 days from today. New flood elevations are scheduled to be released by FEMA today. The new elevations are expected to be approximately 4 feet higher than the current elevations. Chairman St. Pe’ next recognized Mayor Brent Warr of Gulfport Mississippi. Mayor Warr briefly addressed the Commission and attendees.

Minutes of the Mississippi Gaming Commission November 17, 2005 Regular Monthly Meeting

Chairman St. Pe’ next recognized the representatives from the state legislature attending today’s meeting including: Representative Bobby Moak, House Gaming Committee Chairman, Senator Tommy Gollott, Senator Billy Hewes, Senator John Horhn, Representative Randall Patterson, Representative Warner McBride and Representative Roger Ishee. Representative Moak briefly addressed the Commission and attendees. Larry Gregory recognized the Gaming Commission staff members from the Southern District office who were present. He thanked them for their hard work in helping this area get back on track while, at the same time, facing their own personal losses as a result of Hurricane Katrina. Representatives of the Coast casino industry were invited to come forward and share with the Commission their plans for redevelopment and rebuilding. Imperial Palace John Lucas, General Manager Owen Nitz, Trustee of the Engelstad Family Trust Summary: The IP anticipates re-opening December 20, 2005. They are rebuilding in their current location with the gaming facility on the same barge with a land-based pavilion. They are increasing from 1400 to 1900 slot machines, 900 new machines will be entirely ticket-in ticket-out. They will increase from 36 table games to 52 with a high limit table games area and a 16-table poker room. The 3rd floor will be a non-smoking area with 200 slot machines and non-smoking poker room. Phase 2 will take an additional 5 to 6 weeks to complete and will include renovation of the 2nd floor pavilion with an Asian restaurant and food court. All guest rooms are being renovated. Beau Rivage Resort Carole Brand, Vice President, General Counsel Bruce Nourse, Director of Public Affairs Summary: Beau Rivage is completing clean up and debris removal and are now entering the design phase. The structure of the casino will be rebuild exactly in the same location as it was originally designed with a re-configuration of the casino floor and entirely coinless slots with a state-of-the-art accounting system. The amenities will be restored and new features added. All guest rooms will be redesigned with new color schemes. The golf course is scheduled to open in the Fall 2006. The planned opening date for the casino, hotel and most amenities is August 29, 2006, the one year anniversary of Hurricane Katrina. Boomtown – Biloxi


Casino Magic - Bay St. Louis Len DeAngelo, Exec. Vice President of Operations, Penn National Gaming Dan McDaniel, Phelps Dunbar, LLP Summary: Both properties have been secured and the clean up phase is nearing completion. Temporary offices have been opened on both sites. Boomtown-Biloxi plans to temporarily refurbish the existing barge facility and relocate that onto an adjacent bulkhead. They will potentially be in operation in that location within 6 months. In the meantime, they will be investigating options for developing a land-based facility in the Biloxi area for a longer-term solution. Casino Magic-Bay St. Louis will be developed as a land-based facility at the current location. Temporary solutions are being sought with the possibility of re-opening a casino facility at that site in approximately 9 months. The golf course is expected to open mid-December 2005. Long-term plans are being developed for both facilities but nothing is available for discussion at this time. Casino Magic Biloxi Unable to offer a report at this time Copa Casino Rick Quinn, Chief Executive Officer Cathy Beeding, Vice President, General Counsel also present: Lindsey Inman, Vice President, General Manager John Bakley, Vice President, Chief Financial Officer Summary: Cathy Beeding stated that full demolition of their barge is expected to be complete in the next week or so. They expect to rebuild on 12 acres south of Hwy 90 in the general vicinity of where their barge was located after the hurricane. Phase One of the reconstruction will include a 165,000 square foot gaming facility with approximately 200 gaming positions, a 325-seat buffet, a 175-seat café, and a smaller delicatessen-style restaurant. As additional land becomes available, they plan to begin Phase Two, which will include a 350-room hotel, the possibility of approximately 700 additional gaming positions, and a convention area. Phase III plans include a second 350-room hotel tower. The expected timeline for the completion of Phase One is two years from the time they obtain the necessary approvals from all agencies. Hard Rock Casino Robert Engram, Chairman of Compliance Committee Summary: Presented a brief video presentation. The Hard Rock plans to build back in the same manner in which they were going to open the night of the hurricane. No timeframe was given. New Palace Casino Keith Crosby, General Manager


Summary: The current plan is to temporarily move the casino square footage to the first and second floors of the existing hotel facility allowing facilities for 827 slot machines and 14 table games. Infrastructure facilities will return as they were before the storm. The only facilities that will not return to the temporary facility are the gift shop, café, and spa. What was formerly the ballroom area will serve as the new buffet. The marina and adjacent properties were heavily damaged. Removal of the barge facility has begun. They expect to be able to return in a temporary facility offering employment in approximately one half of the original 975 positions held before the storm. They are hopeful that the current legislation will allow them to be able to build a permanent, land-based facility in the near future. Silver Slipper Casino John Ferrucci, General Manager

Paul Alanis, President, Silver Slipper Casino Venture, LLC; CEO, Silver Slipper Gaming, LLC

Summary: At the time of the storm, Silver Slipper owned and operated the President Casino barge with plans to refurbish it and move it to a new location in Hancock County. That barge was completely destroyed by the storm. Plans for the Hancock County site will move forward with some adjustments. They hope to come before the Commission in December 2005 requesting the approval of amendments to their development plan and approval to proceed with development. The new plan includes a 95,000 square foot structure with 1000 new coinless slot machines, 26 table games and 10 poker games. It will include a 350-seat buffet, a 110-seat steakhouse and seafood restaurant overlooking the water, a quick serve restaurant, and an entertainment stage within the casino. Future plans include an entertainment venue, hotel accommodations and a condominium facility. The facility will be a concrete, steel-reinforced structure built at a 24-foot elevation above the mean high tide line. Depending on when they receive approval to proceed with development, Silver Slipper anticipates beginning construction next month and plans to be open and operating within 2006. Treasure Bay Casino Bernie Burkholder, President and Chief Executive Officer Summary: Treasure Bay plans to build a 70,000 square foot structure on the south portion of the existing hotel tower. It will be a three-story structure built at a 36-foot elevation. It will contain a gaming floor consisting of 800 slots, 29 table games, and a poker room. Also in the facility will be four restaurants and a show bar. Renovations will begin as soon as the permit process is complete, hopefully in February or March. Demolition and debris removal is ongoing. Bacarran Bay, Biloxi Marlin Torguson Dan McDaniel, Phelps Dunbar, LLP


Summary: Currently, project managers are working through finalizing development plans. Financing arrangements are near completion and the condominium construction is in progress. The previously planned construction site would not have received significant water damage from the storm in that it was planned at a level just two feet above the high water mark on Caillavet Street. Project managers plan to be before the city council with the final master plans in the next month and, hopefully, will be in a position to come before the Commission with the final financing and design packages in January. Beverly Martin, Executive Director of Mississippi Casino Operators Association, briefly addressed the Commission stating the commitment of the MCOA to assist in rebuilding this industry on the coast. She stated that a Hurricane Katrina Relief Fund has been established through the American Gaming Association and will be used to supplement the individual company relief funds as they become depleted. She stated that the 2006 Southern Gaming Summit will be held in Tunica but will move back to the coast as soon as the facilities are available. A meeting of the MCOA was held in November and the following officers were elected: Chairman, Kim Tullos, General Manager, IOC-Vicksburg Vice Chairman, Terry Schneider, General Manager, Casino Magic-Biloxi Treasurer, Dave Schugar, General Manager, Fitzgerald’s Secretary, Guy Russo, General Manager, Horizon Casino Vicksburg Larry Gregory made the following administrative announcement: The next regular monthly meeting of the Mississippi Gaming Commission will be

held at 10:00 a.m. on Thursday, December 15, 2005 in the Jackson office. The deadline for submission of agenda items for this meeting is November 28, 2005.

ITEM II.

APPROVAL OF MINUTES


A. APPROVAL OF MINUTES 1. October 27, 2005 Regular Monthly Meeting

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends approval of the minutes of the October 27, 2005 Regular Monthly Meeting.”

Commissioner Canon: Motion to adopt recommendation Chairman St. Pe: Second RECORDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES Commissioner Hairston: NOT PARTICIPATING

ITEM III.

GAMING MATTERS

A. APPLICATION FOR FINDING OF SUITABILITY – Biloxi Casino Corp. d/b/a Casino Magic Biloxi

1. David Arad Williams Regional Vice President for Pinnacle Entertainment, Inc. Tommy Shepherd with Watkins, Ludlam, Winter & Stennis, P.A., representing Pinnacle

Entertainment, introduced Mr. David Williams to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “Based upon the investigative report, the Executive Director recommends that Mr. David Arad Williams be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following conditions: 1) The finding of suitability is valid for a period of nine (9) years

beginning November 17, 2005; 2) The finding of suitability is valid only with respect to applicant’s

involvement with Pinnacle Entertainment, Inc. and any related


affiliate;

3) Applicant shall file an annual report as required by Mississippi

Gaming Commission Regulation II. A. §3; 4) Applicant will comply with all federal, state and local laws,

including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

5) Applicant will comply with all the policies, rules and regulations

adopted by the Mississippi Gaming Commission; 6) Applicant will comply with and does hereby agree to be bound by

all laws, including the Gaming Control Act, of the State of Mississippi; further licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

7) The finding of suitability is based on the applicant’s ability to

maintain satisfactory results for all investigations and agency checks.”

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES


B. RECOMMENDATION FOR LICENSURE – Reel Games, Inc. (Documentation attached as Exhibit “1”) Tommy Shepherd with Watkins, Ludlam, Winter & Stennis, P.A., representing Reel

Games, Inc., and Mr. Sean Smith, President of Reel Games, Inc., presented the request to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that Reel Games, Inc. be granted a manufacturer and distributor’s license to conduct business in the State of Mississippi subject to the following conditions: 1) The license will be issued for a three-year period, effective

December 19, 2005 through December 18, 2008; 2) Licensee will comply with all federal, state and local laws,


3) Licensee will comply with all the policies, rules and regulations

adopted by the Mississippi Gaming Commission; 4) Licensee will comply with and does hereby agree to be bound by

all laws, including the Gaming Control Act, of the State of Mississippi; further licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

5) The license is based on the licensee’s ability to maintain

satisfactory results for all investigations and agency checks.”

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES C. REQUEST FOR APPROVALS – Casino Data Systems


(Documentation attached as Exhibit “2”)

1. Surrender of License of Casino Data Systems as a Manufacturer and Distributor 2. De-Registration of Aristocrat Leisure Limited as a Publicly Traded Corporation

of Casino Data Systems 3. De-Registration of Aristocrat International Pty Ltd. and Aristocrat Technologies,

Inc. as Holding Companies of Casino Data Systems

Tommy Shepherd with Watkins, Ludlam, Winter & Stennis, P.A., representing Aristocrat Leisure Limited and Mr. Walt Stowe, VP of Legal and Regulatory Affairs for Aristocrat Leisure Limited, presented the request to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends that: 1) The Mississippi Gaming Commission grant approval for Casino Data

Systems to surrender its license as a manufacturer and distributor, effective upon the submission to and receipt by the Mississippi Gaming Commission of the physical license of Casino Data Systems as a manufacturer and distributor;

2) The Mississippi Gaming Commission grant Aristocrat Leisure Limited de-

registration as a publicly traded corporation of Casino Data Systems, effective upon the submission to and receipt by the Mississippi Gaming Commission of the physical license of Casino Data Systems as a manufacturer and distributor;

3) The Mississippi Gaming Commission grant Aristocrat International Pty

Ltd. and Aristocrat Technologies, Inc. de-registration as holding companies of Casino Data Systems, effective upon the submission to and receipt by the Mississippi Gaming Commission of the physical license of Casino Data Systems as a manufacturer and distributor; and

4) The approvals granted herein are subject to the condition that the proposed

transactions are consummated no later than November 16, 2006. Approvals related to transactions not consummated by November 16, 2006, shall automatically expire.


Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES D. REQUEST FOR APPROVALS – Ameristar Casino Vicksburg, Inc. (Documentation attached as Exhibit “3”) 1a. Continuous Approval of Public Offerings and/or Private Placements b. Pledges of Equity Interests or Securities c. Imposition of Equity Restrictions including Negative Equity Pledges d. Guarantee of Securities and Hypothecation of Assets Tommy Shepherd with Watkins, Ludlam, Winter & Stennis, P.A., representing Ameristar

Casinos, Inc., presented the request to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “1. The Executive Director recommends for a two-year period, effective November 21, 2005 through November 20, 2007, that: (a) The Mississippi Gaming Commission exempt Ameristar Casinos, Inc., a

publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order with respect to any public offering and/or private placement by Ameristar Casinos, Inc. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to Ameristar Casinos, Inc., to require that Ameristar Casinos, Inc. submit any proposed public offerings and/or private placements of its securities to the Executive Director at least fourteen (14) calendar days prior to offering such public offerings and/or private placements. At the request of Ameristar Casinos, Inc., the fourteen (14) calendar day period may be reduced, in the sole discretion of the Executive Director, to such period of time as shall be designated in writing by the Executive Director. This recommendation for exemption is


conditioned on compliance with the laws of the State of Mississippi and the regulations of the Mississippi Gaming Commission. This action is not to be relied upon as a finding by the Mississippi Gaming Commission of the truth or accuracy of any statements contained in documents submitted to the Mississippi Gaming Commission. The Mississippi Gaming Commission, its officers, and employees disclaim any liability in respect to such a public offering and/or private placement of securities;

(b) The Mississippi Gaming Commission grant approval, as otherwise

required by the Mississippi Gaming Commission Regulations, to Ameristar Casinos, Inc. and its affiliated companies and subsidiaries, current and hereafter acquired, to pledge the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above;

(c) The Mississippi Gaming Commission grant approval, as otherwise

required by the Mississippi Gaming Commission Regulations, to Ameristar Casinos, Inc. and its affiliated companies and subsidiaries, current and hereafter acquired, to place restrictions, including negative equity pledges, upon the transfer of, and to enter into agreements not to encumber, the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above;

(d) The Mississippi Gaming Commission grant approval, as otherwise

required by the Mississippi Gaming Commission Regulations, to the Mississippi licensees, current and hereafter acquired, of Ameristar Casinos, Inc., to guarantee the securities issued by Ameristar Casinos, Inc., pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 1(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by Ameristar Casinos, Inc., pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above; and

(e) Ameristar Casinos, Inc. shall report to the Executive Director of the

Mississippi Gaming Commission all public offerings and/or private placements of its securities by simultaneously filing with the Executive Director all related reports, statements, etc. (and amendments thereto) that


must be filed with the U.S. Securities and Exchange Commission (“SEC”). If the proposed transaction is not required to be filed with or reported to the SEC, Ameristar Casinos, Inc. shall report such transaction to the Mississippi Gaming Commission by filing copies of all documents related to the transaction within fourteen (14) calendar days of the closing of such transaction. Within fourteen (14) calendar days after closing of any public offering and/or private placement, Ameristar Casinos, Inc. shall file with the Executive Director a report of all participants in the public offering and/or private placement, which shall include (at a minimum) name, amount of securities issued and purchase price. If the offering is an equity offering, Ameristar Casinos, Inc. shall also file, within thirty (30) calendar days after closing, an updated master list of all shareholders following such offering, which shall include (at a minimum) the names of all record shareholders and number of shares owned.”

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES E. REQUEST FOR APPROVALS – Barden Mississippi Gaming, LLC d/b/a Fitzgeralds

Casino Hotel (Documentation attached as Exhibit “4”)

1. Registration of Majestic Holdco, LLC as a Holding Company of Barden Mississippi Gaming, LLC

2. Issuance of Equity Interests or Securities 3. Transfer of Equity Interests or Securities 4. Pledges of Equity Interests or Securities 5. Imposition of Equity Restrictions including Negative Equity Pledges 6. Guarantee of Securities and Hypothecation of Assets 7. Issuance of Securities by The Majestic Star Casino, LLC


Tommy Shepherd with Watkins, Ludlam, Winter & Stennis, P.A., representing Barden Mississippi Gaming, LLC, and Dave Schugar, General Manager of Fitzgeralds Casino Hotel, presented the request to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends, effective only from and after November 17, 2005, that: 1) The Mississippi Gaming Commission grant approval to Majestic

Holdco, LLC for a finding of suitability and registration as a holding company of Barden Mississippi Gaming, LLC;

2) The Mississippi Gaming Commission grant approval for the

issuance of 100% of the equity interests or securities of Majestic Holdco, LLC to Barden Development, Inc.

3) The Mississippi Gaming Commission grant approval for the

transfer of 100% of the equity interests or securities of The Majestic Star Casino, LLC from Barden Development, Inc. to Majestic Holdco, LLC;

4) The Mississippi Gaming Commission grant approval to Barden

Development, Inc., and its subsidiaries, to pledge the equity interests or securities of their subsidiaries, current and hereafter acquired, including Barden Mississippi Gaming, LLC, in connection with the issuance of Senior Secured Notes of The Majestic Star Casino, LLC and Majestic Star Casino Capital Corp. (the “Tack-On Notes”);


Development, Inc. and its subsidiaries, to (1) enter into negative equity pledges and (2) place restrictions upon the transfer of, and agree not to encumber, the equity interests or securities of their subsidiaries, current and hereafter acquired, including Majestic Holdco, LLC, The Majestic Star Casino, LLC, Majestic Investors, LLC, Majestic Investor Holdings, LLC and Barden Mississippi Gaming, LLC, in connection with the issuance of the Tack-On Notes, the issuance of Senior Notes of The Majestic Star Casino, LLC and newly-formed wholly-owned subsidiary of The Majestic Star Casino, LLC which is not in the direct ownership chain of the


Mississippi licensee (the “Senior Notes”), and the issuance of Senior Discount Notes by Majestic Holdco, LLC and Majestic Star Holdco, Inc. (the “Holdco Discount Notes”);


Development, Inc. and its subsidiaries, current and hereafter acquired, for guarantee of securities in connection with the Tack-On Notes and the Senior Notes, and grant approval to Barden Development, Inc. and its subsidiaries, current and hereafter acquired, for the hypothecation of assets of Barden Mississippi Gaming, LLC, in connection with the Tack-On Notes;

7) The Mississippi Gaming Commission grant approval to The

Majestic Star Casino, LLC for the registration with the U.S. Securities and Exchange Commission of the Tack-On Notes and the Senior Notes. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order. This action is not to be relied upon as a finding by the Mississippi Gaming Commission of the truth or accuracy of any statements contained in documents submitted to the Mississippi Gaming Commission. The Mississippi Gaming Commission, its officers, and employees disclaim any liability in respect to such offering or registration of securities; and

8) The approvals granted herein are subject to the condition that the

proposed transactions are consummated no later than November 16, 2006. Approvals related to transactions not consummated by November 16, 2006, shall automatically expire.”

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES F. REQUEST FOR APPROVALS – Boyd Tunica, Inc. d/b/a Sam’s Town Hotel &

Gambling Hall


(Documentation attached as Exhibit “5”) 1a. Continuous Approval of Public Offerings and/or Private Placements b. Pledges of Equity Interests or Securities c. Imposition of Equity Restrictions including Negative Equity Pledges d. Guarantee of Securities and Hypothecation of Assets Tommy Shepherd with Watkins, Ludlam, Winter & Stennis, P.A., representing Boyd

Gaming Corporation, presented the request to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “1. The Executive Director recommends for a two-year period, effective November 21, 2005 through November 20, 2007, that: (a) The Mississippi Gaming Commission exempt Boyd Gaming Corporation,

a publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order with respect to any public offering and/or private placement by Boyd Gaming Corporation. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to Boyd Gaming Corporation, to require that Boyd Gaming Corporation submit any proposed public offerings and/or private placements of its securities to the Executive Director at least fourteen (14) calendar days prior to offering such public offerings and/or private placements. At the request of Boyd Gaming Corporation, the fourteen (14) calendar day period may be reduced, in the sole discretion of the Executive Director, to such period of time as shall be designated in writing by the Executive Director. This recommendation for exemption is conditioned on compliance with the laws of the State of Mississippi and the regulations of the Mississippi Gaming Commission. This action is not to be relied upon as a finding by the Mississippi Gaming Commission of the truth or accuracy of any statements contained in documents submitted to the Mississippi Gaming Commission. The Mississippi Gaming Commission its officers, and employees disclaim any liability in respect to such a public offering and/or private placement of securities;



required by the Mississippi Gaming Commission Regulations, to Boyd Gaming Corporation and its affiliated companies and subsidiaries, current and hereafter acquired, to pledge the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above;


required by the Mississippi Gaming Commission Regulations, to Boyd Gaming Corporation and its affiliated companies and subsidiaries, current and hereafter acquired, to place restrictions, including negative equity pledges, upon the transfer of, and to enter into agreements not to encumber, the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above;


required by the Mississippi Gaming Commission Regulations, to the Mississippi licensees, current and hereafter acquired, of Boyd Gaming Corporation, to guarantee the securities issued by Boyd Gaming Corporation, pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 1(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by Boyd Gaming Corporation, pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above; and

(e) Boyd Gaming Corporation shall report to the Executive Director of the

Mississippi Gaming Commission all public offerings and/or private placements of its securities by simultaneously filing with the Executive Director all related reports, statements, etc. (and amendments thereto) that must be filed with the U.S. Securities and Exchange Commission (“SEC”). If the proposed transaction is not required to be filed with or reported to the SEC, Boyd Gaming Corporation shall report such transaction to the Mississippi Gaming Commission by filing copies of all documents related to the transaction within fourteen (14) calendar days of the closing of such transaction. Within fourteen (14) calendar days after closing of any public offering and/or private placement, Boyd Gaming Corporation shall file with the Executive Director a report of all participants in the public offering and/or private placement, which shall


include (at a minimum) name, amount of securities issued and purchase price. If the offering is an equity offering, Boyd Gaming Corporation shall also file, within thirty (30) calendar days after closing, an updated master list of all shareholders following such offering, which shall include (at a minimum) the names of all record shareholders and number of shares owned.”

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES G. REQUEST FOR APPROVALS – Emerald Star Casino Resorts, Inc. and Emerald Star

Casino-Natchez, LLC d/b/a Emerald Star Casino (Documentation attached as Composite Exhibit “6”) 1. Surrender of Gaming Site and Site Development Plan; 2. Gaming Site; 3. Site Development Plan; and 4. Approval to Proceed with Development Scott Andress with Balch & Bingham, LLP, representing Emerald Star Casino Resorts,

Inc., introduced to the Commission Mr. Charles Cato, President of Emerald Star Casino Resorts, Inc., who presented the request to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “Based upon the review of various submissions related to the request of Emerald Star Casino Resorts, Inc. and Emerald Star Casino-Natchez, LLC, the Executive Director recommends that the Mississippi Gaming Commission accept the surrender of site approval and site development plan approval previously granted to Emerald Star Casino Resorts, Inc. and adopt the following findings of fact related to Emerald Star Casino-Natchez, LLC (“Emerald Star”):

1) Emerald Star intends to develop and operate a casino gaming


establishment on the eastern bank of the Mississippi River immediately south of the Mississippi River Bridge in Natchez, Mississippi, Sections 24 and/or 26, Township 7 North, Range 3 West, City of Natchez, Adams County, Mississippi 39120, and the waters of the Mississippi River immediately northwest of and adjacent to said location. A copy of the Adams County, Mississippi Tax Map No. 44 (revised in August 2004), listed as Exhibit 4 consisting of an aerial photograph taken in 1985 with the boundaries superimposed thereon, was submitted to the Commission on October 31, 2005. The Emerald Star site consists of several parcels to be owned in fee, the locations of which are depicted in the upper right hand corner of the map, as follows:

Parcel 94 (the gaming site); Parcel 95; Parcels 2, 3, and 5, which are essentially under the Mississippi River Bridge and are subject to permanent easements held by the Mississippi Department of Transportation; the railroad strip running along Parcels 94 and 95; all collectively known as the “Williams Property”

Parcels 2 and 3, collectively known as the “Briars Property”

Parcels 1, 1.1, 1.2, and 7, collectively known as the “Ramada Inn Property” Copies of the contracts for the purchase and sale of the above-described properties, which include the legal descriptions thereof, were submitted to the Commission on October 31, 2005. A survey prepared by Jordan, Kaiser & Sessions, LLC of Natchez, Mississippi dated October 26, 2006, indicating the specific location of the property and highlighting in yellow those parcels to be owned by Emerald Star and including the legal description thereof, was submitted to the Commission on October 31, 2005, and listed as Exhibit 3.

2) The site shall be the home port of Emerald Star’s dockside gaming

vessel. The vessel will not make excursions.

3) The site is bounded on the northwest by the Mississippi River. The site is bounded on the northeast by the Mississippi River Bridge (U.S. Highways 65, 84 and 98). The site is bounded on the southeast by the Canal Street / Government Fleet Road


neighborhood; to the south by bluffs utilized for farming and grazing; and to the southwest by Jones Lumber Company.

4) The nearest residential area to the site is the Canal Street /

Government Fleet Road neighborhood located in the City of Natchez, to the southeast of and approximately 9.35 miles from the site. The nearest church to the site is Greater New Bethel Baptist Church located at 20 Beech Street in the City of Natchez, to the southeast of and approximately 9.40 miles from the site. The nearest school to the site is Holy Family Elementary School located at 8 Orange Avenue in the City of Natchez, to the east of and approximately 1.30 miles from the site. A map was submitted to the Commission on October 31, 2005, with the location of the above described residential, church and school marked thereon, and listed as Exhibit 6.

5) The site is partially located within the City of Natchez and is, therefore, subject to the City of Natchez Zoning Ordinance. A copy of a zoning map of the subject parcels located within the City of Natchez, as well as copies of the pertinent portions of the City of Natchez Zoning Ordinance were submitted to the Commission on October 31, 2005 and listed as Exhibit 7. The Williams Property, except parcel 95 and Parcel 2 of the Briars Property are zoned WD-2 (Waterfront Development District). Casino gaming facilities are a permissible use in the Waterfront Development District with the approval of the City of Natchez. The Ramada Inn Property is zoned B-2 (General Business District). Emerald Star will continue the existing uses of the Briars Property and the Ramada Inn Property.

6) Emerald Star’s casino will be located on a vessel with four interior decks, of which 35,000 square feet will be utilized for gaming, with approximately 1020 slot machines, 7 poker tables, and 19 table games including blackjack, craps, roulette and other table games. The vessel will float in the Mississippi River adjacent to and immediately northwest of the location described in paragraph 1 hereinabove, and will be permanently moored to a permanent barge support transition structure. Emerald Star will develop the proposed site by supplementing the Ramada Inn parking with approximately 569 new, asphalt surface parking spaces located riverward of the existing railroad track, and immediately adjacent to the casino vessel. The new access road will progress from the existing Ramada Inn entrance drive to the riverward parking area and porte cochere through a tunnel beneath the railroad track. Site


development riverside of the track will include both up-slop and down-slop retaining walls. Access to the casino vessel from the porte cochere will be gained via two permanent, independent ramp structures landing upon the permanent barge support transition structure. The transition structure will accommodate two ramp loading elevations with requisite elevator and stair mechanism required for ingress/egress to the casino vessel. Besides the permanent barge support transition structure, permanent access ramps and the porte cochere, other infrastructure shall consist of the Ramada Inn hotel and the Briars bed and breakfast, the former of which will be extensively renovated. A Conceptual Site Plan prepared by W.G. Yates and Sons Construction of Philadelphia, Mississippi and Thompson Engineering of Mobile, Alabama depicting the gaming site on Parcel 94, and an aerial photograph depicting the casino vessel and the development of facilities were submitted to the Commission on October 31, 2005 and listed as Exhibit 8. With added facilities, parking for at least 500 cars or more is included in the site development plan. Infrastructure costs are projected to amount to at least 100% of the construction costs of the casino.

7) The vessel will be approximately 345 feet long and 65 feet wide,

and will comply with all state and local safety and health ordinances and/or regulations.

8) By election on November 27, 1990, the citizens of Adams County, Mississippi voted to authorize the conduct of legal gaming aboard vessels in Adams County as prescribed by law.

9) Emerald Star filed its Notice of Intent to Apply for a Gaming License with the Commission for approval on July 28, 2005. Emerald Star’s Notice of Intent to Apply for a Gaming License was published in The Natchez Democrat newspaper on August 1, 2005, August 8, 2005 and August 15, 2005. The Natchez Democrat is a newspaper published in the City of Natchez, in Adams County, Mississippi. The Natchez Democrat issued its proof of publication, confirming that Emerald Star’s Notice of Intent to Apply for a Gaming License was published therein on the dates stated above. Emerald Star’s Notice of Intent to Apply for a Gaming License included a description of the proposed gaming establishment, described its size, the number and types of games to be operated, the vessel’s home port, and a statement that the vessel will not make excursions, and is attached as Exhibit 2.


10) By letter dated October 31, 2005, along with supporting materials

enclosed therewith, Emerald Star made application to the Commission for Gaming Site Approval and Site Development Plan Approval, and requested that said approvals be granted at the Commission’s regular monthly meeting on November 17, 2005.

11) Emerald Star expects the total estimated development cost will be approximately $66,700,000 dollars. The total estimated cost of the casino, including casino furniture, fixtures and equipment, is expected to be approximately $24,600,000 dollars. Qualified infrastructure and related amenities is expected to cost approximately $30,300,000 dollars. Additionally, other costs associated with the project are expected to be approximately $11,800,000 dollars.

12) The construction schedule listed as Exhibit 17, indicates substantial completion will be no later than November 30, 2006 with opening proposed on November 30, 2006.

13) Current financial statements have been provided for the proposed

licensee.

14) In addition to equity funding, the project will be financed with one (1) loan in the amount of $42,500,000 dollars.

15) The Mississippi Gaming Commission is not aware of any

opposition to the project as show by Exhibit 21. MGC will be made aware of any opposition to the project in a timely manner.

16) By letter dated October 31, 2005, along with supporting materials

and subsequent updating letters, Emerald Star made application to the Commission for Approval to Proceed with Development of Gaming Site, and requested that said approval be granted at the Commission’s regular monthly meeting on November 17, 2005.

The Executive Director recommends that the Mississippi Gaming Commission adopt the following conclusions with respect to the proposed site and site development plan for Emerald Star:

1) In accordance with the Mississippi Gaming Control Act of 1990,

codified as Miss. Code Ann. § 75-76-1 et seq. and amendments to Miss. Code Ann. § 19-3-79 and Miss. Code Ann. § 97-33-1, the citizens of Adams County, Mississippi voted to authorize gaming


in Adams County, and thus gaming is legal aboard vessels in Adams County;

2) In accordance with Miss. Code Ann. § 27-109-1(2) and

Commission Regulation II. B. Section 1(b), the Emerald Star vessel will meet all statutory and regulatory requirements. The Emerald Star will comply with the definition of “navigable waters” in Miss. Code Ann. § 27-109-1;

3) Pursuant to Commission Regulation II. B. Section 5 and Miss.

Code Ann. § 19-3-79(1), Emerald Star’s Notice of Intent to Apply for a Gaming License was approved by the Commission and properly published.

4) Emerald Star’s dockside gaming vessel will be located in the

Mississippi River in Adams County, and thereby is a legal gaming site under Miss. Code Ann. § 97-33-1(b) and Commission Regulation II. B. Section 2(a)(2);

5) Emerald Star has provided the Commission with all information

required for gaming site approval. The site’s location relative to the nearest residential area, church and school is satisfactory, and the site is zoned appropriately for development as a dockside development under the City of Natchez Zoning Ordinance;

6) Emerald Star has provided the Commission with all information

required for site development plan approval and approval to proceed with development;

7) The qualified infrastructure as proposed satisfies the 100%

infrastructure requirement set forth in MGC Regulation II. A. 3(h); and

8) According to the construction schedule, the project is to be

completed within the two (2) year site approval, which expires on November 16, 2007.

Having determined that the gaming site, the site development plan and the request to proceed with development meet all statutory and regulatory requirements, the Executive Director recommends that the site be approved as a gaming site, the site development plan be approved and approval to proceed with development be granted, subject to the following conditions:


1) The gaming site approval, site development plan approval and

approval to proceed with development will expire on November 16, 2007, within which time the holder of the approvals must complete the site development, obtain all necessary approvals to open from agencies other than the Commission and be ready to open the property to the public;

2) Emerald Star shall file an application for a gaming operator’s

license on or before February 14, 2006;

3) With respect to the gaming site development plan, the Commission’s approval constitutes only the approval of the plan in concept, and if approval to proceed is granted today, the applicant may proceed with actual development;

4) The holder of the gaming site approval and site development plan

approval will complete the construction of its casino and infrastructure facilities as set forth in the plan for development that has been approved by the Commission; any material deviations from this plan must be specifically approved by the Commission prior to implementation. Any change to the site development plan or placement or design of the cruise vessel or vessel, shall be submitted in advance to the Executive Director for a determination of whether such change constitutes a material change. If the Executive Director determines that a material change has occurred, Commission approval is required for same;

5) The holder of the gaming site approval, site development plan

approval and approval to proceed with development will comply with all federal, state and local laws, including the laws of Mississippi and particularly the Mississippi Gaming Control Act;


approval and approval to proceed with development will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission; and


approval and approval to proceed with development will comply with and does hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further the holder of the approvals agrees to adjudicate all legal proceedings (both state and federal) relative to said site approval, in the courts


located in the State of Mississippi.”

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES H. REQUEST FOR APPROVAL – Riverboat Corporation of Mississippi d/b/a Isle of Capri-

Biloxi 1. Relocation of Gaming Floor Dan McDaniel with Phelps Dunbar, LLP, Tim Hinkley, President Riverboat Corporation

of Mississippi and Dick Meister, Vice President of Construction and Design for Riverboat Corporation of Mississippi, presented the request to the Commission. A brief presentation was offered with regard to their temporary and long-term reconstruction plans. Their anticipated opening date for the temporary facility is December 26, 2005.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends to the Commission that it approve the request of Riverboat Corporation of Mississippi d/b/a Isle of Capri Casino-Biloxi to relocate its gaming floor. Any material change from the plan being submitted to the Executive Director for the proposed location of the gaming floor must be specifically approved by the Commission prior to implementation. Any change shall be submitted in advance to the Executive Director for a determination of whether such change constitutes a material change.”

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES I. REQUEST FOR APPROVALS – Shuffle Master, Inc. (Documentation attached as Exhibit “7”) 1a. Continuous Approval of Public Offerings and/or Private Placements b. Pledges of Equity Interests or Securities


c. Imposition of Equity Restrictions including Negative Equity Pledges d. Guarantee of Securities and Hypothecation of Assets Dan McDaniel and Scott Freeny of Phelps Dunbar, LLP, representing Shuffle Master,

Inc., presented the request to the Commission. Representatives of Shuffle Master were excused from attending today’s meeting.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “1. The Executive Director recommends for a two-year period, effective November 17, 2005 through November 16, 2007, that: (a) The Mississippi Gaming Commission exempt Shuffle Master, Inc., a

publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order with respect to any public offering and/or private placement by Shuffle Master, Inc. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to Shuffle Master, Inc., to require that Shuffle Master, Inc. submit any proposed public offerings and/or private placements of its securities to the Executive Director at least fourteen (14) calendar days prior to offering such public offerings and/or private placements. At the request of Shuffle Master, Inc., the fourteen (14) calendar day period may be reduced, in the sole discretion of the Executive Director, to such period of time as shall be designated in writing by the Executive Director. This recommendation for exemption is conditioned on compliance with the laws of the State of Mississippi and the regulations of the Mississippi Gaming Commission. This action is not to be relied upon as a finding by the Mississippi Gaming Commission of the truth or accuracy of any statements contained in documents submitted to the Mississippi Gaming Commission. The Mississippi Gaming Commission its officers, and employees disclaim any liability in respect to such a public offering and/or private placement of securities;


required by the Mississippi Gaming Commission Regulations, to Shuffle Master, Inc. and its affiliated companies and subsidiaries, current and hereafter acquired, to pledge the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above;



required by the Mississippi Gaming Commission Regulations, to Shuffle Master, Inc. and its affiliated companies and subsidiaries, current and hereafter acquired, to place restrictions, including negative equity pledges, upon the transfer of, and to enter into agreements not to encumber, the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above;


required by the Mississippi Gaming Commission Regulations, to the Mississippi licensees, current and hereafter acquired, of Shuffle Master, Inc., to guarantee the securities issued by Shuffle Master, Inc., pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 1(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by Shuffle Master, Inc., pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above; and

(e) Shuffle Master, Inc. shall report to the Executive Director of the

Mississippi Gaming Commission all public offerings and/or private placements of its securities by simultaneously filing with the Executive Director all related reports, statements, etc. (and amendments thereto) that must be filed with the U.S. Securities and Exchange Commission (“SEC”). If the proposed transaction is not required to be filed with or reported to the SEC, Shuffle Master, Inc. shall report such transaction to the Mississippi Gaming Commission by filing copies of all documents related to the transaction within fourteen (14) calendar days of the closing of such transaction. Within fourteen (14) calendar days after closing of any public offering and/or private placement, Shuffle Master, Inc. shall file with the Executive Director a report of all participants in the public offering and/or private placement, which shall include (at a minimum) name, amount of securities issued and purchase price. If the offering is an equity offering, Shuffle Master, Inc. shall also file, within thirty (30) calendar days after closing, an updated master list of all shareholders following such offering, which shall include (at a minimum) the names of all record shareholders and number of shares owned.”

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES


Commissioner Hairston: YES J. REQUEST FOR APPROVALS – PDS Gaming Corporation-Mississippi (Documentation attached as Exhibit “8”)

1. Registration of The Finley Family Trust as a Holding Company of PDS Gaming Corporation-Mississippi

2. Transfer of Equity Interests or Securities Dan McDaniel of Phelps Dunbar, LLP, representing PDS Gaming Corporation, and Peter Cleary, President of PDS Gaming Corporation, presented the request to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that: 1) The Mississippi Gaming Commission grant approval to The Finley

Family Trust for a finding of suitability and registration as a holding company of PDS Gaming Corporation-Mississippi, effective at the time of and simultaneous with the transfer of 630 shares (or 63%) of the equity interests or securities of PDS Holding Co., Inc. to The Finley Family Trust by Johan P. Finley;

2) The Mississippi Gaming Commission grant approval to Johan P.

Finley for the transfer of 630 shares (or 63%) of the equity interests or securities of PDS Holding Co., Inc. to The Finley Family Trust; and

3) The approvals granted herein are subject to the condition that the

proposed transactions are consummated no later than November 16, 2006. Approvals related to transactions not consummated by November 16, 2006, shall automatically expire.”

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES K. REQUEST FOR APPROVALS – PDS Special Purpose I – Mississippi, LLC; PDS

Special Purpose II – Mississippi, LLC; and PDS Special Purpose III – Mississippi, LLC



1. Registration of the Finley Family Trust as a Holding Company of PDS Special Purpose I – Mississippi, LLC; PDS Special Purpose II – Mississippi, LLC; and PDS Special Purpose III – Mississippi, LLC

2. Registration of PDS Holding Co., Inc. as a Holding Company of PDS Special

Purpose I – Mississippi, LLC; PDS Special Purpose II – Mississippi, LLC; and PDS Special Purpose III – Mississippi, LLC

3. Registration of PDS Gaming Corporation as a Holding Company of PDS Special

Purpose I – Mississippi, LLC; PDS Special Purpose II – Mississippi, LLC; and PDS Special Purpose III – Mississippi, LLC

4. Registration of PDS Special Purpose I, LLC as a Holding Company of PDS

Special Purpose I – Mississippi, LLC 5. Recommendation for Licensure of PDS Special Purpose I – Mississippi, LLC as a

Distributor 6. Registration of PDS Special Purpose II, LLC as a Holding Company of PDS

Special Purpose II – Mississippi, LLC 7. Recommendation for Licensure of PDS Special Purpose II – Mississippi, LLC as

a Distributor 8. Registration of PDS Special Purpose III, LLC as a Holding Company of PDS

Special Purpose III – Mississippi, LLC 9. Recommendation for Licensure of PDS Special Purpose III – Mississippi, LLC as

a Distributor

Dan McDaniel of Phelps Dunbar, LLP, representing PDS Gaming Corporation, and Peter Cleary, President of PDS Gaming Corporation, presented the request to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that: 1) The Mississippi Gaming Commission grant approval to The Finley

Family Trust for a finding of suitability and registration as a holding company of PDS Special Purpose I – Mississippi, LLC; PDS Special Purpose II – Mississippi, LLC; and PDS Special


Purpose III – Mississippi, LLC;

2) The Mississippi Gaming Commission grant approval to PDS

Holding Co., Inc. for a finding of suitability and registration as a holding company of PDS Special Purpose I – Mississippi, LLC; PDS Special Purpose II – Mississippi, LLC; and PDS Special Purpose III – Mississippi, LLC;


Gaming Corporation for a finding of suitability and registration as a holding company of PDS Special Purpose I – Mississippi, LLC; PDS Special Purpose II – Mississippi, LLC; and PDS Special Purpose III – Mississippi, LLC;


Special Purpose I, LLC for a finding of suitability and registration as a holding company of PDS Special Purpose I – Mississippi, LLC;

5) The Mississippi Gaming Commission grant PDS Special Purpose I

– Mississippi, LLC a distributor’s license to conduct business in the State of Mississippi subject to the following conditions:

(a) The license will be issued for a three-year period, effective

November 17, 2005 through November 16, 2008; (b) Licensee will comply with all federal, state and local laws,


(c) Licensee will comply with all the policies, rules and

regulations adopted by the Mississippi Gaming Commission; (d) Licensee will comply with and does hereby agree to be bound

by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

(e) The license is based on the licensee’s ability to maintain

satisfactory results for all investigations and agency checks. 6) The Mississippi Gaming Commission grant approval to PDS

Special Purpose II, LLC for a finding of suitability and registration


as a holding company of PDS Special Purpose II – Mississippi, LLC

7) The Mississippi Gaming Commission grant PDS Special Purpose

II – Mississippi, LLC a distributor’s license to conduct business in the State of Mississippi subject to the following conditions:





regulations adopted by the Mississippi Gaming Commission; (d) Licensee will comply with and does hereby agree to be bound



satisfactory results for all investigations and agency checks. 8) The Mississippi Gaming Commission grant approval to PDS

Special Purpose III, LLC for a finding of suitability and registration as a holding company of PDS Special Purpose III – Mississippi, LLC; and

9) The Mississippi Gaming Commission grant PDS Special Purpose

III – Mississippi, LLC a distributor’s license to conduct business in the State of Mississippi subject to the following conditions:





regulations adopted by the Mississippi Gaming Commission;


(d) Licensee will comply with and does hereby agree to be bound



satisfactory results for all investigations and agency checks.”

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES L. RECOMMENDATIONS REGARDING WORK PERMIT HEARINGS HELD AND

DECISIONS RENDERED ON AUGUST 2, 2005 AND SEPTEMBER 7, 2005 (Copies attached as Exhibit “10”) The following work permit denials were affirmed: Katherine L. Smith 05-00149 (ND) Shelisha King-Davis 05-00284 (CD) Calvin Wright 05-00164 (ND)

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends that the Commission accept the Findings of Fact and recommended actions of the Hearing Examiner, Special Assistant Attorney General Joan Myers.”

Commissioner Canon: Motion to adopt recommendation

Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES


M. REVIEW OF HEARING EXAMINER’S DECISION – DENIAL ON RENEWAL OF

WORK PERMIT APPLICATION 1. Byron C. Towns 05-00118 (ND) (Copies attached as Exhibit “11”)

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends to the Commission that they decline to review the decision of the Hearing Examiner, Special Assistant Attorney General Joan Myers, in the matter of the denial of the renewal of the work permit application of Byron C. Towns.”

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES M. Notice of Proposed Rule Adoption – Public Comment (Copies attached as Exhibit “12”) 1. Regulation II. Licensing, A. Applications 2. Regulation II. Licensing, B. Qualifications 3. Regulation III. Operations, I. Unsupervised Minors These regulation amendments are being presented for public comment today.

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends with regard to the following proposed regulations or regulation amendments that the Commission give approval for the filing of the Notice of Proposed Adoption with the Office of the Secretary of State. 1) Regulation II. Licensing, A. Applications

2) Regulation II. Licensing, B. Qualifications

3) Regulation III. Operations, I. Unsupervised Minors

Commissioner Canon: Motion to adopt recommendation


Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES

ITEM IV.

PUBLIC COMMENT Chairman St. Pe’ recognized in the audience Mr. Ernie Wilson, professor with the University of Southern Mississippi’s 4-year business degree program in casino resort management and four of his students. Mr. Wilson briefly addressed the Commission.


ITEM V.

CHARITABLE GAMING MATTERS

A. RECOMMENDATION FOR APPROVAL OF LICENSURE – Twelve Months (Renewal)


American Legion Post #24 298 Green Street Hattiesburg, MS 39403 American Legion Post #26 523 Highway 145 North Aberdeen, MS 39730 American Legion Post #69 308 Chubby Drive Columbus, MS 39705 Bell Educare Preschool & Daycare Center 2255 Highway 25 South Iuka, MS 38852 Desoto Shrine Club 2888 Gwynn Road Nesbit, MS 38651 His Way, Inc. 1800 North Gloster Street Tupelo, MS 38801 MS Council of the Blind Parkway Plaza Highway 12 Kosciusko, MS 39090 Our Lady of Fatima 2090 Pass Road Biloxi, MS 39531 V.F.W. Post #4100


11535 Highway 315 Water Valley, MS 38965

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends that the previously identified organizations be approved for licensure, subject to the following conditions:

1) The licenses will be issued for a one-year period effective

December 1, 2005 through November 30, 2006; 2) Licensees will comply with all federal, state and local laws,

including the laws of Mississippi and particularly the Mississippi Charitable Bingo Law;

3) Licensees will strictly comply with the Charitable Gaming

Regulations and particularly Regulation L. Authorized Expenditures, Section 12 (known as the 60/40 Rule);

4) Licensees will comply with all the policies, rules and regulations

adopted by the Mississippi Gaming Commission; 5) Licensees will comply with and do hereby agree to be bound by all

laws, including the Mississippi Charitable Bingo Law; further, licensees agree to adjudicate all legal proceedings (both state and federal) relative to said licenses in the courts located in the State of Mississippi; and

6) The contact person, supervisor, alternate supervisor and anyone

assisting in the holding, operating or conducting of a licensed bingo game are and continue to be suitable, in the discretion of the Mississippi Gaming Commission, to be so associated with charitable bingo.”

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’ YES Commissioner Canon: YES Commissioner Hairston: YES

ITEM VI.


PUBLIC COMMENT

None.

ITEM VII.

ADJOURNMENT There being no further business, the meeting was adjourned at 12:10 p.m. __________________________________________ JERRY ST. PE’, CHAIRMAN __________________________________________ NOLEN CANON, COMMISSIONER __________________________________________ JOHN M. HAIRSTON, COMMISSIONER __________________________________________ LARRY K. GREGORY EXECUTIVE DIRECTOR ATTEST: _____________________________________ EUGENE C. STONE, III SPECIAL ASSISTANT ATTORNEY GENERAL

MINUTES OF THE MISSISSIPPI GAMING … St. Pe’, Chairman, MS Gaming Commission Nolen Canon,...

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