MINUTES of the MISSISSIPPI GAMING COMMISSION Regular Monthly Meeting May 28, 2009 the Regular Monthly Meeting of the Mississippi

MINUTES OF THE MISSISSIPPI GAMING COMMISSION

Regular Monthly Meeting May 28, 2009

The regular monthly meeting of the Mississippi Gaming Commission was held at 9:05 a.m., Thursday, May 28, 2009, at the Riverwalk Casino Hotel Vicksburg, located at 1046 Warrenton Road, Vicksburg, Mississippi. Staff attending:

Jerry St. Pé, Chairman, MS Gaming Commission Nolen Canon, Commissioner, MS Gaming Commission John Hairston, Commissioner, MS Gaming Commission Larry K. Gregory, Executive Director, MS Gaming Commission Allen Godfrey, Deputy Director, MS Gaming Commission Sonny Weathersby, Director of Charitable Gaming, MS Gaming Commission Stephanie Sills, Director of Compliance, MS Gaming Commission John Gorman, Branch Director, Vicksburg Office, MS Gaming Commission Thomas H. Mueller, Special Assistant Attorney General, Attorney General's Office Becky Clark, Regulatory Staff Officer, MS Gaming Commission

Mayor Laurence Leyens from Vicksburg, Mississippi, gave a “welcome to Vicksburg” speech and spoke regarding the casinos partnership with the city.

ITEM I.

The meeting was called to order at 9:05 a.m. Sonny Weathersby, Director of Charitable Gaming, gave the invocation and Chairman St. Pé led the Pledge of Allegiance.

Commissioner Canon also recognized Chairman St. Pé’s recent receipt of an Honorary Doctorate from the University of Southern Mississippi.

A. Administrative Updates: Larry Gregory made the following administrative announcements:

1. The next regular meeting of the Mississippi Gaming Commission will be held on Thursday, June 25, 2009 beginning at 10:00 a.m. at the Jackson office of the Mississippi Gaming Commission. The deadline for submission of agenda items for this meeting is May 29, 2009.

ITEM II.

APPROVAL OF MINUTES

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A. APPROVAL OF MINUTES

1. April 16, 2009 Regular Monthly Meeting EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends approval of the Minutes of the April 16, 2009 Regular Monthly Meeting.”

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second

RECORDED VOTE: Chairman St. Pé: YES Commissioner Canon: YES Commissioner Hairston YES

ITEM III.

GAMING MATTERS

A. Application for Finding of Suitability - Greenville Riverboat, LLC d/b/a Lighthouse Point Casino; Columbia Properties Vicksburg, LLC d/b/a Horizon Casino Vicksburg; JMBS Casino LLC d/b/a Jubilee Casino

1. Marc H. Rubinstein, Senior Vice President of Law and Administration, and Secretary

Scott E. Andress, Esquire, with Balch & Bingham LLP, introduced Mr. Marc H. Rubinstein, Senior Vice President of Law and Administration, and Secretary, to the Commission and Mr. Rubinstein offered a brief personal history. Mr. Robert Yee, Senior Vice President and Chief Operating Officer, was also in attendance as a corporate representative.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Mr. Marc Rubinstein be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:

1. The finding of suitability is valid for a period of nine (9) years, beginning May 28, 2009;

2. Applicant shall file an annual report as required by Mississippi Gaming Commission Regulation II. A. 3;

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3. Applicant will comply with all federal and state laws, including the laws of Mississippi and particularly the Mississippi Gaming Control Act;

4. Applicant will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

6. The finding of suitability is based on the applicant’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. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

B. Request for Approvals – Columbia Properties Vicksburg, LLC d/b/a Horizon Casino Vicksburg; Greenville Riverboat, LLC d/b/a Lighthouse Point Casino; and JMBS Casino LLC d/b/a Jubilee Casino

1. Transfer of Equity Interests or Securities of Greenville Riverboat, LLC

2. Transfer of Equity Interests or Securities of Greenville Riverboat, LLC

3. Registration of New Tropicana Opco, Inc. as a Holding Company of Greenville Riverboat, LLC

4. Registration of New Tropicana Holdings, Inc. as a Holding Company of Greenville Riverboat, LLC

5. Registration of Tropicana Entertainment Inc. as a Publicly Traded Corporation of Greenville Riverboat, LLC

6. Waiver of Stock Restriction Legend Requirement for Tropicana Entertainment Inc.

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7. Proposed Acquisition of Control of Greenville Riverboat, LLC

8. Proposed Acquisition of Control of Tropicana Entertainment Inc.

9. De-Registration of Tropicana Entertainment, LLC as a Publicly Traded Corporation of Greenville Riverboat, LLC

10. De-Registration of Tropicana Entertainment Holdings, LLC as a Holding Company of Greenville Riverboat, LLC

11. De-Registration of Tropicana Entertainment Intermediate Holdings, LLC as Holding Company of Greenville Riverboat, LLC

12. De-Registration of Wimar Tahoe Corporation as a Holding Company of Greenville Riverboat, LLC

13. Issuance of Equity Interests or Securities of JMBS Casino LLC

14. Proposed Acquisition of Control of JMBS Casino LLC

15. Registration of New Tropicana Opco, Inc. as a Holding Company of JMBS Casino LLC

16. Registration of New Tropicana Holdings, Inc. as a Holding Company of JMBS Casino LLC

17. Registration of Tropicana Entertainment Inc. as a Publicly Traded Corporation of JMBS Casino LLC

18. De-Registration of JMBS Casino Trust as a Holding Company of JMBS Casino LLC

19. Issuance of Equity Interest or Securities of Columbia Properties Vicksburg, LLC

20. Proposed Acquisition of Control of Columbia Properties Vicksburg, LLC

21. Registration of New Tropicana Opco, Inc. as a Holding Company of Columbia Properties Vicksburg, LLC

22. Registration of New Tropicana Holdings, Inc. as a Holding Company of Columbia Properties Vicksburg, LLC

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23. Registration of Tropicana Entertainment Inc. as a Publicly Traded Corporation of Columbia Properties Vicksburg, LLC

24. De-Registration of JMBS Casino Trust as a Holding Company of Columbia Properties Vicksburg, LLC 25. Pledges of Equity Interests or Securities

26. Imposition of Equity Restrictions including Negative Stock Pledges and Agreements not to Encumber

Scott E. Andress, Esquire, with Balch & Bingham LLP, presented this item to the Commission. Mr. Marc H. Rubinstein, Senior Vice President of Law and Administration and Secretary, and Mr. Robert Yee, Senior Vice President and Chief Operating Officer, were available to answer questions 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 prior approval for the transfer of 1% of the equity interests of Greenville Riverboat, LLC from William J. Yung, III to Tropicana Entertainment, LLC;

2. The Mississippi Gaming Commission grant prior approval for the transfer of 80% of the equity interests of Greenville Riverboat, LLC from Tropicana Entertainment, LLC to New Tropicana Opco, Inc.;

3. The Mississippi Gaming Commission grant approval to New Tropicana Opco, Inc. for a finding of suitability and registration as a holding company of Greenville Riverboat, LLC, effective upon the Effective Date;

4. The Mississippi Gaming Commission grant approval to New Tropicana Holdings, Inc. for a finding of suitability and registration as a holding company of Greenville Riverboat, LLC, effective upon the Effective Date;

5. The Mississippi Gaming Commission grant approval to Tropicana Entertainment Inc. for a finding of suitability and registration as a publicly traded corporation of Greenville Riverboat, LLC, effective upon the Effective Date;

6. The Mississippi Gaming Commission grant Tropicana Entertainment Inc., a registered publicly traded corporation, a waiver of the stock restriction legend Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 6

requirement as set forth in Mississippi Code Annotated §75-76-235(5) (1972), effective upon the Effective Date;

7. The Mississippi Gaming Commission grant approval to Tropicana Entertainment Inc. for the proposed acquisition of control of Greenville Riverboat, LLC;

8. The Mississippi Gaming Commission grant approval to certain creditors of Tropicana Entertainment, LLC for the proposed acquisition of control of Tropicana Entertainment Inc.;

9. The Mississippi Gaming Commission grant Tropicana Entertainment, LLC de-registration as a public traded corporation of Greenville Riverboat, LLC, effective upon the Effective Date;

10. The Mississippi Gaming Commission grant Tropicana Entertainment Holdings, LLC de-registration as a holding company of Greenville Riverboat, LLC, effective upon the Effective Date; 11. The Mississippi Gaming Commission grant Tropicana Entertainment Intermediate Holdings, LLC de-registration as a holding company of Greenville Riverboat, LLC, effective upon the Effective Date;

12. The Mississippi Gaming Commission grant Wimar Tahoe Corporation de-registration as a holding company of Greenville Riverboat, LLC, effective upon the Effective Date;

13. The Mississippi Gaming Commission grant prior approval for the issuance of 100% of the equity interests of JMBS Casino LLC to New Tropicana Opco, Inc.;

14. The Mississippi Gaming Commission grant approval to Tropicana Entertainment Inc. for the proposed acquisition of control of JMBS Casino LLC;

15. The Mississippi Gaming Commission grant approval to New Tropicana Opco, Inc. for a finding of suitability and registration as a holding company of JMBS Casino LLC, effective upon the Effective Date;

16. The Mississippi Gaming Commission grant approval to New Tropicana Holdings, Inc. for a finding of suitability and registration as a holding company of JMBS Casino LLC, effective upon the Effective Date;

17. The Mississippi Gaming Commission grant approval to Tropicana Entertainment Inc. for a finding of suitability and registration as a publicly traded corporation of JMBS Casino LLC, effective upon the Effective Date; Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 7

18. The Mississippi Gaming Commission grant JMBS Casino Trust de-registration as a holding company of JMBS Casino LLC, effective upon the Effective Date;

19. The Mississippi Gaming Commission grant prior approval for the issuance of 100% of the equity interests of Columbia Properties Vicksburg, LLC to New Tropicana Opco, Inc.; 20. The Mississippi Gaming Commission grant approval to Tropicana Entertainment Inc. for the proposed acquisition of control of Columbia Properties Vicksburg, LLC;

21. The Mississippi Gaming Commission grant approval to New Tropicana Opco, Inc. for a finding of suitability and registration as a holding company of Columbia Properties Vicksburg, LLC, effective upon the Effective Date;

22. The Mississippi Gaming Commission grant approval to New Tropicana Holdings, Inc. for a finding of suitability and registration as a holding company of Columbia Properties Vicksburg, LLC, effective upon the Effective Date;

23. The Mississippi Gaming Commission grant approval to Tropicana Entertainment Inc. for a finding of suitability and registration as a publicly traded corporation of Columbia Properties Vicksburg, LLC, effective upon the Effective Date;

24. The Mississippi Gaming Commission grant JMBS Casino Trust de-registration as a holding company of Columbia Properties Vicksburg, LLC, effective upon the Effective Date;

25. The Mississippi Gaming Commission grant approval to Tropicana Entertainment Inc. and its subsidiaries, current and hereafter acquired, to pledge the equity interests or securities of their subsidiaries, current and hereafter acquired, including, but not limited to, Greenville Riverboat, LLC, JMBS Casino LLC and Columbia Properties Vicksburg, LLC, in connection with the new Exit Facility in the amount of $150,000,000 provided for in the First Amended Joint Plan of Reorganization of Tropicana Entertainment, LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code;

26. The Mississippi Gaming Commission grant approval to Tropicana Entertainment Inc. and its subsidiaries, current and hereafter acquired, 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, but not limited to, Greenville Riverboat, LLC, JMBS Casino LLC and Columbia Properties Vicksburg, LLC, in connection with Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 8

the new Exit Facility in the amount of $150,000,000 provided for in the First Amended Joint Plan of Reorganization of Tropicana Entertainment, LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code; and

27. The approvals granted herein are subject to the condition that the proposed transactions are completed no later than May 28, 2010. Approvals related to the proposed transactions not consummated by May 28, 2010, shall automatically expire. Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second

RECORDED VOTE: Chairman St. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

C. Recommendation for Licensure as a Manufacturer and Distributor – Elektroncek, Electronics Development Company, D.D.

Mr. Samuel G. Weaver, Chief Compliance Officer, Elektroncek, Electronics Development Company, D.D., and Ms. Petra Vidmar, Compliance and Security Manager, Elektroncek, Electronics Development Company, D.D., presented this item to the Commission and were available to answer any questions.

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that Elektroncek, Electronics Development Company, D.D. 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 June 15, 2009, through June 14, 2012;

2. Licensee shall maintain a compliance review and reporting system, which shall include a compliance committee. Licensee shall maintain a written compliance review and reporting plan that meets the requirements of Mississippi Gaming Commission Regulation II. A. Section 3(i) and such other conditions as may be required by the Executive Director;

3. Licensee will comply with all federal, state and local laws, including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

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4. Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

5. 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

6. 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. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

D. Recommendation for Licensure as a Manufacturer and Distributor – Interblock USA L.C.

EXECUTIVE DIRECTOR RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that Interblock USA L.C. 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 June 15, 2009, through June 14, 2012;

3. Licensee will comply with all federal, state and local laws, including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act; Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 10

4. Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

6. The license is based on the licensee’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. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

E. Recommendation for Licensure – Gulfside Casino Partnership d/b/a Island View Casino Resort

Ralph E. Quinn, Chief Executive Officer and Vice President of Public Affairs, of Gulfside Casino Partnership d/b/a Island View Casino Resort, presented this item to the Commission and gave a brief update of casino operations.

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that Gulfside Casino Partnership be granted an operator’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 June 15, 2009, through June 14, 2012;

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3. Licensee will comply with all federal, state and local laws, including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

4. Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

6. The license is based on the licensee’s ability to maintain satisfactory results for all investigations and agency checks.

Chairman St. Pé: Motion to adopt recommendation Commissioner Canon: Second

RECORDED VOTE: Chairman St. Pé: YES Commissioner Canon: YES Commissioner Hairston: ABSTAIN

F. Application for Finding of Suitability - Grand Casinos of Biloxi, LLC d/b/a Grand Casino Biloxi Hotel & Spa

1. Stephen J. Ditchkus, Vice President and General Manager of the Grand Casino Biloxi

Daniel G. Hise with Butler, Snow, O’Mara, Stevens & Cannada, PLLC representing Grand Casinos of Biloxi, LLC d/b/a Grand Casino Biloxi introduced Mr. Stephen J. Ditchkus, Vice President and General Manager of the Grand Casino Biloxi, to the Commission and Mr. Ditchkus offered a brief personal history.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Mr. Stephen Ditchkus be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:

1. The finding of suitability is valid for a period of nine (9) years, beginning May 28, 2009;

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2. Applicant shall file an annual report as required by Mississippi Gaming Commission Regulation II. A. 3;

3. Applicant will comply with all federal and state laws, including the laws of Mississippi and particularly the Mississippi Gaming Control Act;

4. Applicant will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

5. 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 6. 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. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

G. Recommendation for Licensure – Beau Rivage Resorts, Inc. d/b/a Beau Rivage Casino Resort

Daniel G. Hise with Butler, Snow, O’Mara, Stevens & Cannada, PLLC, Anthony Del Vescovo, Vice President and General Counsel of Beau Rivage Resorts, Inc. and Circus Circus Mississippi, Inc., and Jorge Perez, Chief Financial Officer, Beau Rivage Resorts, Inc., presented this item to the Commission. Mr. Perez gave a brief update regarding casino operations.

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that Beau Rivage Resorts, Inc. be granted an operator’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 June 23, 2009, through June 22, 2012;

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3. Licensee will comply with all federal, state and local laws, including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

4. Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

6. 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. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

H. Recommendation for Licensure – Circus Circus Mississippi, Inc. d/b/a Gold Strike Casino Resort

Daniel G. Hise with Butler, Snow, O’Mara, Stevens & Cannada, PLLC and Anthony Del Vescovo, Vice President and General Counsel of Beau Rivage Resorts, Inc. and Circus Circus Mississippi, Inc., presented this item to the Commission and introduced Mr. George Goldhoff, President of Circus Circus Mississippi, Inc. d/b/a Gold Strike Casino Resort, and Mr. Eric Wolfman, Chief Financial Officer and Vice President of Circus Circus Mississippi, Inc. d/b/a Gold Strike Casino Resort, who were available to answer any questions.

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 14

recommends that Circus Circus Mississippi, Inc. be granted an operator’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 June 23, 2009, through June 22, 2012;

3. Licensee will comply with all federal, state and local laws, including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

4. Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

6. The license is based on the licensee’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. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

I. Recommendation for Licensure as a Distributor – Beau Rivage Distribution Corp.

Daniel G. Hise with Butler, Snow, O’Mara, Stevens & Cannada, PLLC, and Anthony Del Vescovo, Vice President and General Counsel of Beau Rivage Resorts, Inc. and Circus Circus Mississippi, Inc., presented this item to the Commission.

recommends that Beau Rivage Distribution Corp. be granted a 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 June 23, 2009, through June 22, 2012;

2. Licensee will comply with all federal, state and local laws, including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

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. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

J. Request for Approvals – Beau Rivage Distribution Corp.; Beau Rivage Resorts, Inc. d/b/a Beau Rivage Casino Resort; and Circus Circus Mississippi, Inc. d/b/a Gold Strike Casino Resort

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

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that:

1. For a three-year period, effective June 23, 2009, through June 22, 2012, that:

a. The Mississippi Gaming Commission exempt MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group, all 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 MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group, to require that MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group 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 MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group, 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 MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group 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;

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c. The Mississippi Gaming Commission grant approval, as otherwise required by the Mississippi Gaming Commission Regulations, to MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group and its affiliated companies and subsidiaries, current and hereafter acquired, to place restrictions, including negative stock 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 MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group, to guarantee the securities issued by MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group, 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 MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group, pursuant to a public offering and/or private placement made under the approval granted by paragraph 1(a), above; and,

e. MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group 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/reported to the SEC, MGM MIRAGE, Mirage resorts, Incorporated and Mandalay Resort Group 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 the closing of any public offering and/or private placement, MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group 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, MGM MIRAGE, Mirage Resorts, Incorporated and Mandalay Resort Group shall also file, within thirty (30) calendar days after the closing, an updated master list of all Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 18

shareholders following such offering, which shall include (at a minimum) the names of all record shareholders and number of shares owned.

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second

RECORDED VOTE: Chairman St. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

K. Application for Finding of Suitability - IOC–Lula, Inc. d/b/a Isle of Capri Casino Entertainment Resort, IOC – Natchez, Inc. d/b/a Isle of Capri Casino & Hotel – Natchez, Riverboat Corporation of Mississippi d/b/a Isle of Capri Casino – Biloxi and IOC Manufacturing, Inc.

1. Edmund L. Quatmann, Jr., Senior Vice President, General Counsel and Secretary

Amy Elder, Esquire, with Phelps Dunbar, LLP representing IOC-Lula, d/b/a Isle of Capri Entertainment Resort, IOC-Natchez, Inc. d/b/a Isle of Capri Casino & Hotel - Natchez, Riverboat Corporation of Mississippi d/b/a Isle of Capri Casino Resort - Biloxi and IOC Manufacturing, Inc. introduced Mr. Edmund L. Quatmann, Jr., Senior Vice President, General Counsel and Secretary. Mr. Quatmann offered a brief personal history.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Mr. Edmund Quatmann be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:

1. The finding of suitability is valid for a period of nine (9) years, beginning May 28, 2009;

2. Applicant shall file an annual report as required by Mississippi Gaming Commission Regulation II. A. 3;

3. Applicant will comply with all federal and state laws, including the laws of Mississippi and particularly the Mississippi Gaming Control Act;

4. Applicant will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

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6. 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. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

L. Request for Approvals – Legends Gaming of Mississippi, LLC d/b/a DiamondJacks Casino and Hotel

1. Pledges of Equity Interests or Securities 2. Imposition of Equity Restrictions including Negative Equity Pledges

3. Pledges of Equity Interests or Securities

4. Imposition of Equity Restrictions including Negative Equity Pledges

5. Issuance of Equity Interests or Securities

6. Transfer of Equity Interests or Securities

7. Issuance of Equity Interests or Securities

8. Transfer of Equity Interests or Securities

9. Issuance of Equity Interests or Securities

10. Transfer of Equity Interests or Securities

11. Issuance of Equity Interests or Securities

12. Transfer of Equity Interests or Securities

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13. Issuance of Equity Interests or Securities

14. Issuance of Equity Interests or Securities

15. Issuance of Equity Interests or Securities

16. Issuance of Equity Interests or Securities

Item III. L. was passed and not considered by the Commission.

M. Recommendation Regarding Work Permit Hearings Held and Decisions Rendered on March 3, 2009.

(Documentation attached as Exhibit “1”)

The Hearing Examiner recommended revocation of the following work permits and the Commission affirmed:

1. Diann Hodges Revocation 08-00694(SD)

The following work permit denials were affirmed by the Commission:

1. Steven C. Bonavia Denial 08-00793(SD) 2. Deon Butler Denial 08-00712(CD) 3. Mandy Harris Denial 08-00795(ND) 4. Debbie Treadaway D on R 09-00038(SD)

The following work permits were granted by the Hearing Examiner and the Commission affirmed:

1. Gregg Spencer Denial 08-00730(CD) 2. Nancy Spencer Denial 08-00729(CD)

EXECUTIVE DIRECTOR’S RECOMMENDATION: The Executive Director recommends that the Commission accept the Findings of Fact and decisions of the Hearing Examiner, Joan Myers, Special Assistant Attorney General, in the above matters.

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second

RECORDED VOTE: Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 21

Chairman St. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

N. Recommendation Regarding the Unanimous Approval of the work permit application

(Documentation attached as Exhibit “2”)

1. Kimberly N. Byrd, MGC No. 08-00818(CD)

Ms. Byrd was present and gave a brief statement to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: The Executive Director recommends that the Commission deny Kimberly Byrd’s request for unanimous approval to obtain a work permit.

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second

RECORDED VOTE: Chairman St. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

O. Recommendation Regarding Potential Player Dispute Hearing Held and Decision Rendered on May 13, 2009 – Order of Dismissal

(Documentation attached as Exhibit “3”)

1. Genice Shaw vs. Isle of Capri Casino, Biloxi

EXECUTIVE DIRECTOR’S RECOMMENDATION: The Executive Director recommends that the Commission accept and adopt the Order of Dismissal issued by the Hearing Examiner, Special Assistant Attorney General Joan Myers, in the matter of Genice Shaw vs. Isle of Capri Casino, Biloxi, MGC No. 08-00692 (SD).

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second

Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 22

RECORDED VOTE: Chairman St. Pé: YES Commissioner Canon: YES Commissioner Hairston: YES

ITEM IV.

PUBLIC COMMENT

None.

ITEM V.

CHARITABLE GAMING MATTERS

A. Recommendation for Approval of Licensure – Twelve- Months (Renewal)

CHARITABLE ORGANIZATION ADDRESS Mississippi Paralysis Association, Inc. 1225 Sunset Drive Grenada, MS 38901

EXECUTIVE DIRECTOR’S RECOMMENDATION: The Executive Director recommends that Mississippi Paralysis Association, Inc. be approved for licensure, subject to the following conditions:

1. The license will be issued for a one-year period effective June 1, 2009 through May 31, 2010;

2. Licensee will comply with all federal and state laws, including the laws of Mississippi and, particularly, the Mississippi Charitable Bingo Law;

3. Licensee will strictly comply with the Charitable Gaming Regulations and particularly, Regulation L. Authorized Expenditures, Section 12 (known as the 60/40 Rule);

4. Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

5. Licensee will comply with and does hereby agree to be bound by all laws, including the Mississippi Charitable Bingo Law; 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 Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 23

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. Pé: 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 9:48 a.m.

______JERRY ST. PÉ, CHAIRMAN

______NOLEN CANON

______JOHN HAIRSTON

______Minutes of the Mississippi Gaming Commission May 28, 2009 Regular Monthly Meeting Page 24

LARRY K. GREGORY, EXECUTIVE DIRECTOR

ATTEST:

______THOMAS H. MUELLER SPECIAL ASSISTANT ATTORNEY GENERAL MISSISSIPPI GAMING COMMISSION