MINUTES of the MISSISSIPPI GAMING COMMISSION Regular

MINUTES OF THE MISSISSIPPI GAMING COMMISSION

Regular Monthly Meeting June 20, 2013

The regular monthly meeting of the Mississippi Gaming Commission was held at 9:00 a.m., Thursday, June 20, 2013, at the Mississippi Gaming Commission located at 620 North Street, Suite 200, Jackson, Mississippi. Staff attending:

John Hairston, Chairman, MS Gaming Commission Nolen Canon, Commissioner, MS Gaming Commission Wally Carter, Commissioner, MS Gaming Commission Allen Godfrey, Executive Director, MS Gaming Commission Eddie Williams, Deputy Director, MS Gaming Commission Jay McDaniel, Deputy Director, MS Gaming Commission Sonny Weathersby, Director, Charitable Gaming, MS Gaming Commission Johnny George, Branch Director II, Investigations, MS Gaming Commission Thomas H. Mueller, Special Assistant Attorney General, MGC General Counsel

ITEM I.

The meeting was called to order at 9:10 a.m. Reginald Finch, Gaming Agent, gave the invocation and Chairman Hairston led the Pledge of Allegiance.

A. Administrative Update: Allen Godfrey made the following administrative announcements:

1. The next regular monthly meeting of the Mississippi Gaming Commission will be held on Thursday, July 18, 2013, beginning at 9:00 a.m. at a location to be determined on the MS Gulf Coast. The deadline for submission of agenda items for this meeting is June 28, 2013.

B. Announcement of the Quarterly Meeting between the Mississippi Gaming Commission and the Choctaw Gaming Commission.

Chairman Hairston welcomed Bea Carson, Chairwoman of the Choctaw Gaming Commission. Chairwoman Carson introduced Associate Commissioner, Glenn Willis, Associate Commissioner Trina Jim and Administrative Assistant, Renita Willis. Ms. Carson thanked the Commissioners and encouraged everyone to attend the annual Choctaw Fair in Philadelphia.

ITEM II.

APPROVAL OF MINUTES

A. APPROVAL OF MINUTES

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1. May 16, 2013 Regular Monthly Meeting

EXECUTIVE DIRECTOR’S RECOMMENDATION: The Executive Director recommends approval of the Minutes of the May 16, 2013 Regular Monthly Meeting.

Commissioner Canon: Motion to adopt recommendation Chairman Hairston: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: ABSTAIN

ITEM III.

GAMING MATTERS

A. Request for Approvals – Japan Cash Machine Co., Ltd. And JCM American Corporation

1. Exemption from MGC Regulation II. H. Section 5(a) and (b) - Corporate Licensees

2. Recommendation for Licensure as a Manufacturer – Japan Cash Machine Co., Ltd.

3. Exemption from Mississippi Code Annotated §75-76-207(1) and (4) (1972)

4. Recommendation for Licensure as a Manufacturer and Distributor – JCM American Corporation

5a. 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

Tara Ellis, Esquire, of Balch & Bingham, presented this item to the Commission. Wanda Jacobson, Senior Compliance Analyst, was 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:

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1. The Mississippi Gaming Commission grant Japan Cash Machine Co., Ltd., a registered publicly traded corporation, an exemption from MGC Regulation II. H. Section 5(a) and (b), so as to be eligible for licensure as a manufacturer and to issue publicly traded securities;

2. The Mississippi Gaming Commission grant Japan Cash Machine Co., Ltd. a manufacturer’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 July 20, 2013, through July 19, 2016;

(c) 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;

(d) Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

(e) 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

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

3. The Mississippi Gaming Commission grant Japan Cash Machine Co., Ltd., a registered publicly traded corporation, an exemption from Mississippi Code Annotated §75-76-207(1) and (4) (1972), relative to the disposition of securities.

4. The Mississippi Gaming Commission grant JCM American Corporation a manufacturer and 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 July 20, 2013, through July 19, 2016;

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Mississippi Gaming Commission Regulation II. A. Section 3 (i) and such other conditions as may be required by the Executive Director;

(c) 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;

(d) Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

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

5. For a three-year period, effective July 20, 2013, through July 19, 2016, that:

(a) The Mississippi Gaming Commission exempt Japan Cash Machine Co., Ltd., a publicly traded corporation, from the requirement to obtain prior approval of 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 Japan Cash Machine Co., Ltd. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to Japan Cash Machine Co., Ltd., to require that Japan Cash Machine Co., Ltd. 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 Japan Cash Machine Co., Ltd., 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 Japan Cash Machine Co., Ltd. and its affiliated companies and subsidiaries,

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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 5(a), above;

(c) The Mississippi Gaming Commission grant approval, as otherwise required by the Mississippi Gaming Commission Regulations, to Japan Cash Machine Co., Ltd. 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 5(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 Japan Cash Machine Co., Ltd., to guarantee the securities issued by Japan Cash Machine Co., Ltd., pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 5(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by Japan Cash Machine Co., Ltd., pursuant to a public offering and/or private placement made under the approval granted by paragraph 5(a), above; and

(e) Japan Cash Machine Co., Ltd. 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 Ministry of Finance of Japan. If the proposed transaction is not required to be filed/reported to the Ministry of Finance of Japan, Japan Cash Machine Co., Ltd. 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, Japan Cash Machine Co., Ltd. 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, Japan Cash Machine Co., Ltd. shall also file, within thirty (30) calendar days after the 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 Carter: Motion to adopt recommendation Commissioner Canon: Second

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RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

B. Request for Approvals - SW Gaming LLC d/b/a Harlow’s Casino Resort & Spa and Magnolia Hill, LLC d/b/a Riverwalk Casino and Hotel

1. Recommendation for Licensure as an Operator - SW Gaming LLC

2 a. 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

Tara Ellis, Esquire of Balch & Bingham, presented this item to the Commission. Reggie Fullwood, Senior V. P. and General Manager of Riverwalk, was 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:

1. The Mississippi Gaming Commission grant SW Gaming LLC an operator’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 July 19, 2013, through July 18, 2016;

(b) 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; (c) 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;

(d) Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

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

2. For a three-year period, effective July 19, 2013, through July 18, 2016, that:

(a) The Mississippi Gaming Commission exempt Churchill Downs Incorporated, a publicly traded corporation, from the requirement to obtain prior approval of 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 Churchill Downs Incorporated. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to Churchill Downs Incorporated, to require that Churchill Downs Incorporated 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 Churchill Downs Incorporated, 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 Churchill Downs Incorporated 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 2(a), above;

(c) The Mississippi Gaming Commission grant approval, as otherwise required by the Mississippi Gaming Commission Regulations, to Churchill Downs Incorporated 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 2(a), above;

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(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 Churchill Downs Incorporated, to guarantee the securities issued by Churchill Downs Incorporated, pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 2(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by Churchill Downs Incorporated, pursuant to a public offering and/or private placement made under the approval granted by paragraph 2(a), above; and

(e) Churchill Downs Incorporated 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, Churchill Downs Incorporated 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, Churchill Downs Incorporated 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, Churchill Downs Incorporated shall also file, within thirty (30) calendar days after the 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 Canon: Motion to adopt recommendation Commissioner Carter: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

C. Request for Continuous Approval for Involvement in Foreign Gaming (Internet Gaming) – Robinson Property Group Corp. d/b/a Horseshoe Casino and Hotel; BL Development Corp. d/b/a Harrah’s Tunica; Grand Casinos of Biloxi, LLC d/b/a Grand Casino Biloxi; and Tunica Roadhouse Corporation d/b/a Tunica Roadhouse Casino & Hotel

Daniel G. Hise, Esquire, of Butler, Snow, O’Mara, Stevens & Cannada, presented this item to the Commission.

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EXECUTIVE DIRECTOR’S RECOMMENDATION: Internet gaming is not legal in the State of Mississippi. The Mississippi Gaming Commission recognizes that other foreign jurisdictions allow Internet gaming. Those Mississippi licensees who choose to engage in Internet gaming in those jurisdictions where it is legal are expected to implement and maintain strict controls to ensure that Internet gaming does not occur in the State of Mississippi, by Mississippi residents or, in any other way, violate Mississippi laws. Since Internet gaming is a new venture with issues unlike any brick and mortar casino, the Mississippi Gaming Commission has determined that close monitoring of Internet gaming activity by Mississippi licensees is necessary.

The Executive Director recommends that the Mississippi Gaming Commission waive the requirements of sections §75-76-269 through §75-76-277 of the Gaming Control Act, as consistent with public policy of the State of Mississippi concerning gaming, for Robinson Property Group Corp., BL Development Corp., Grand Casinos of Biloxi, LLC, Tunica Roadhouse Corporation, and any related “licensee”, as defined in section §75-76-269(b), to be involved in foreign gaming in the jurisdictions of Gibraltar and Nevada. The waiver with respect to Gibraltar and Nevada shall be: (i) for conducting business in those jurisdictions in which Internet gaming is legal; (ii) for a period of three (3) years, effective June 20, 2013, through June 19, 2016; and (iii) may be revoked at any time deemed appropriate by the Mississippi Gaming Commission. Notwithstanding this waiver, the Mississippi Gaming Commission reserves the right to request such information as it deems necessary to monitor Internet gaming activity.

Commissioner Carter: Motion to adopt recommendation Commissioner Canon: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

D. Request for Continuous Approval for Involvement in Foreign Gaming (Internet Gaming) – WMS Gaming, Inc.

Dan M. McDaniel, Jr., Esquire, of Phelps Dunbar, presented this item to the Commission.

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and maintain strict controls to ensure that Internet gaming does not occur in the State of Mississippi, by Mississippi residents or, in any other way, violate Mississippi laws. Since Internet gaming is a new venture with issues unlike any brick and mortar casino, the Mississippi Gaming Commission has determined that close monitoring of Internet gaming activity by Mississippi licensees is necessary.

The Executive Director recommends that the Mississippi Gaming Commission waive the requirements of sections §75-76-269 through §75-76-277, inclusive, of the Mississippi Gaming Control Act, as consistent with public policy of the State of Mississippi concerning gaming, for WMS Gaming Inc. and any related “licensee” (including, but not limited to, WMS Industries Inc.), as defined in section §75-76-269(b), to be involved in foreign gaming in the jurisdictions of Alderney, Belgium, Malta, Nevada, Delaware, New Jersey and British Columbia. The waiver with respect to Alderney, Belgium, Malta, Nevada, Delaware, New Jersey and British Columbia shall be: (i) for conducting business in those jurisdictions in which Internet gaming is legal; (ii) for a period of three (3) years, effective July 29, 2013, through July 28, 2016; and (iii) subject to revocation at any time as deemed appropriate by the Mississippi Gaming Commission. Notwithstanding this waiver, the Mississippi Gaming Commission reserves the right to request such information as it deems necessary to monitor Internet gaming activity.

Commissioner Canon: Motion to adopt recommendation Commissioner Carter: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

E. APPLICATIONS FOR FINDING OF SUITABILITY - Pinnacle Entertainment, Inc.

1. Carlos A. Ruisanchez Chief Financial Officer, Pinnacle Entertainment, Inc.

2. Anthony M. Sanfilippo CEO, Director, Pinnacle Entertainment, Inc.

3. John A. Godfrey Executive V.P., Secretary & General Counsel, Pinnacle Entertainment, Inc.

4. Thomas LaPlaca V.P. of Internal Audit, Pinnacle Entertainment, Inc.

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5. Richard J. Goeglein Director, Pinnacle Entertainment, Inc.

6. Stephen C. Comer Director, Pinnacle Entertainment, Inc.

Christopher S. Pace, Esquire, of Jones Walker, introduced Mssrs. Ruisanchez, Sanfilippo, Godfrey, LaPlaca, Goeglein and Comer to the Commission and each provided a brief personal history. Mr. Sanfilippo also recognized George Stadler, General Manager of Ameristar Casino and Annie Jenkins, Assistant General Manager of Ameristar and thanked them for their service. He also complimented the MGC Investigative staff for their professionalism and courtesy during the investigative process. Mr. Sanfilippo continued by stating that they were very happy to be doing business in Mississippi again. Chairman Hairston and Commissioner Canon both welcomed Pinnacle back to the state.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Messrs. Carlos A. Ruisanchez, Anthony M. Sanfilippo, John A. Godfrey, Thomas LaPlaca, Richard J. Goeglein and Stephen C. Comer, as executive officers and/or directors of a licensee and/or a holding company of a licensee be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:

1. The findings of suitability is valid for a period of nine (9) years, beginning June 20, 2013;

2. Applicants shall file annual reports as required by Mississippi Gaming Commission Regulation II. A. 3;

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

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

5. Applicants will comply with and do hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensees agree 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 findings of suitability are based on the applicants’ ability to maintain satisfactory results for all investigations and agency checks.

Commissioner Carter: Motion to adopt recommendation Commissioner Canon: Second

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RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

F. Request for Approvals – Ameristar Casino Vicksburg, Inc. d/b/a Ameristar Casino Vicksburg

1. Registration of Pinnacle Entertainment, Inc. as a Publicly Traded Corporation of Ameristar Casino Vicksburg, Inc.

2. Proposed Acquisition of Control of Ameristar Casinos, Inc. and Ameristar Casino Vicksburg, Inc.

3. Finding of Suitability of PNK Holdings, Inc. to Merge with and into Ameristar Casinos, Inc.

4. Registration of Ameristar Casinos, Inc. as a Holding Company of Ameristar Casino Vicksburg, Inc.

5. De-Registration of Ameristar Casinos, Inc. as a Publicly Traded Corporation of Ameristar Casino Vicksburg, Inc.

6. Request for Approval for Merger of Ameristar Casinos, Inc. with and into Pinnacle Entertainment, Inc.

7. Request for Approval of Foreign Gaming

8. Continuous Approval of Public Offerings and/or Private Placements

8b. Pledges of Equity Interests or Securities

8c. Imposition of Equity Restrictions including Negative Equity Pledges

8d. Guarantee of Securities and Hypothecation of Assets

9. Request for Waiver of Legend Requirement

10. Pledges of Equity Interests or Securities

11. Imposition of Equity Restrictions Including Negative Equity Pledges

Christopher S. Pace, Esquire, of Jones Walker, presented this item to the Commission. Mssrs. Ruisanchez, Sanfillippo, Godfrey, LaPlaca, Goeglein and Comer were available to answer any questions.

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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 Pinnacle Entertainment, Inc. for a finding of suitability and registration as a publicly traded corporation of Ameristar Casino Vicksburg, Inc., effective as of the closing of the proposed transaction;

2. The Mississippi Gaming Commission grant approval to Pinnacle Entertainment, Inc. for the proposed acquisition of control of Ameristar Casinos, Inc. and Ameristar Casino Vicksburg, Inc.;

3. The Mississippi Gaming Commission grant approval to PNK Holdings, Inc. for a finding of suitability to merge with and into Ameristar Casinos, Inc.;

4. The Mississippi Gaming Commission grant approval to Ameristar Casinos, Inc. for a finding of suitability and registration as a holding company of Ameristar Casino Vicksburg, Inc., effective as of the closing of the proposed transaction;

5. The Mississippi Gaming Commission grant approval to Ameristar Casinos, Inc. for de-registration as a publicly traded corporation of Ameristar Casino Vicksburg, Inc., effective as of the closing of the proposed transaction;

6. The Mississippi Gaming Commission grant approval for Ameristar Casinos, Inc. to merge with and into Pinnacle Entertainment, Inc.;

7. The Mississippi Gaming Commission waive the requirements of sections §75-76- 269 through §75-76-277 of the Gaming Control Act, as consistent with public policy of the State of Mississippi concerning gaming, for Pinnacle Entertainment, Inc. and any related “licensee”, as defined in section §75-76-269(b), to be involved in foreign gaming in the jurisdiction of Vietnam;

8. The Mississippi Gaming Commission grant approval for a three-year period, effective as of the closing of the proposed transaction, that:

(a) The Mississippi Gaming Commission exempt Pinnacle Entertainment, Inc., a publicly traded corporation, from the requirement to obtain prior approval of 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 Pinnacle Entertainment, Inc. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to Pinnacle Entertainment, Inc., to require that Pinnacle Entertainment, Inc. submit any proposed public offerings and/or private placements of its securities to the Executive

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Director at least fourteen (14) calendar days prior to offering such public offerings and/or private placements. At the request of Pinnacle Entertainment, 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 Pinnacle Entertainment, 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 8(a), above;

(c) The Mississippi Gaming Commission grant approval, as otherwise required by the Mississippi Gaming Commission Regulations, to Pinnacle Entertainment, 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 8(a), above;

(d) The Mississippi Gaming Commission grant approval, as otherwise required by the Mississippi Gaming Commission Regulations, to the Mississippi licensees and its affiliated companies and subsidiaries, current and hereafter acquired, of Pinnacle Entertainment, Inc., to guarantee the securities issued by Pinnacle Entertainment, Inc., pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 8(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by Pinnacle Entertainment, Inc., pursuant to a public offering and/or private placement made under the approval granted by paragraph 8(a), above;

(e) Pinnacle Entertainment, 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

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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, Pinnacle Entertainment, 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 the closing of any public offering and/or private placement, Pinnacle Entertainment, 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, Pinnacle Entertainment, Inc. shall also file, within thirty (30) calendar days after the 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;

9. The Mississippi Gaming Commission grant Pinnacle Entertainment, Inc., a registered publicly traded corporation, a waiver of the stock restriction legend requirement as set forth in Mississippi Code Annotated §75-76-235(5) (1972);

10. The Mississippi Gaming Commission grant approval, as required, to Pinnacle Entertainment, Inc. and its affiliated companies and subsidiaries, current and hereafter acquired, to pledge the equity interests or securities of such affiliated companies and subsidiaries, current and hereinafter acquired, including but not limited to, Ameristar Casino Vicksburg, Inc., in connection with the proposed financing of the purchase of the equity interests or securities of Ameristar Casinos, Inc. and/or refinancing of the debt of Pinnacle Entertainment, Inc.;

11. The Mississippi Gaming Commission grant approval, as required, to Pinnacle Entertainment, Inc. and its affiliated companies and subsidiaries, current and hereafter acquired, to (1) enter into any negative equity pledges and/or (2) place any restrictions upon the transfer of, and agree not to encumber, the equity interests or securities of such affiliated companies and subsidiaries, current and hereinafter acquired, including but not limited to, Ameristar Casino Vicksburg, Inc., in connection with the proposed financing of the purchase of the equity interests or securities of Ameristar Casinos, Inc. and/or refinancing of the debt of Pinnacle Entertainment, Inc.;

12. The approvals granted herein are subject to the condition that Pinnacle Entertainment, Inc. shall continue to keep the Mississippi Gaming Commission apprised of the progress of the transaction as contemplated in the Merger Agreement and shall immediately notify the Executive Director of any amendment to the Merger Agreement or failure to obtain any required regulatory and/or governmental approval. The Mississippi Gaming Commission retains its authority to take additional action concerning the approvals granted herein if it determines that any amendment to the Merger Agreement or failure to obtain any

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required regulatory and/or governmental approvals materially alters the proposed transaction prior to closing, and

13. The approvals granted herein are subject to the condition that the proposed transaction is completed no later than June 19, 2014. If the proposed transaction is not consummated on or before June 19, 2014, approvals related to the proposed transaction shall automatically expire.

Commissioner Canon: Motion to adopt recommendation Commissioner Carter: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

G. Request for Approvals – Majestic Mississippi, LLC d/b/a Fitz Casino & Hotel Tunica

1. Transfer of Equity Interests or Securities of Majestic Holdco, LLC

Christopher S. Pace, Esquire, of Jones Walker, presented this item to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION:

1. The Mississippi Gaming Commission grant prior approval for the transfer of 19,319 Class A Units of Majestic Holdco, LLC from Muzinich Cashflow CBO II LTD. to Ore Hill Hub Fund Ltd., and

2. The Mississippi Gaming Commission grant prior approval for the transfer of 148,881 Class A Units from Muzinich Cashflow CBO II LTD. to Wayzata Opportunities Fund II, L.P.

Commissioner Carter: Motion to adopt recommendation Commissioner Canon: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

H. Request for Approvals – The United States Playing Card Company

1. Recommendation for Licensure of The United States Playing Card Company as a Manufacturer and Distributor

2a. Continuous Approval of Public Offerings and/or Private Placements

b. Pledges of Equity Interests or Securities

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c. Imposition of Equity Restrictions including Negative Equity Pledges

d. Guarantee of Securities and Hypothecation of Assets

Christopher S. Pace, Esquire, of Jones Walker presented this item to the Commission. Stephanie Krummert, Regulatory Compliance Manager, United States Playing Card Company, was available to answer questions.

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 The United States Playing Card Company a manufacturer and 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 July 25, 2013, through July 24, 2016;

(b) 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;

(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.

2. For a three-year period, effective July 25, 2013, through July 24, 2016, that:

(a) The Mississippi Gaming Commission exempt Jarden Corporation, a publicly traded corporation, from the requirement to obtain prior approval of 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 Jarden Corporation. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to Jarden Corporation, to require that Jarden Corporation submit any proposed public offerings and/or private placements of its securities to the Executive Director at least fourteen (14) calendar days

Minutes of the Mississippi Gaming Commission June 20, 2013 Regular Monthly Meeting Page 18

prior to offering such public offerings and/or private placements. At the request of Jarden 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;

(b) The Mississippi Gaming Commission grant approval, as otherwise required by the Mississippi Gaming Commission Regulations, to Jarden 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 2(a), above;

(c) The Mississippi Gaming Commission grant approval, as otherwise required by the Mississippi Gaming Commission Regulations, to Jarden Corporation 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 2(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 Jarden Corporation, to guarantee the securities issued by Jarden Corporation, pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 2(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by Jarden Corporation, pursuant to a public offering and/or private placement made under the approval granted by paragraph 2(a), above; and

(e) Jarden 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/reported to

Minutes of the Mississippi Gaming Commission June 20, 2013 Regular Monthly Meeting Page 19

the SEC, Jarden 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 the closing of any public offering and/or private placement, Jarden 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, Jarden Corporation shall also file, within thirty (30) calendar days after the 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 Canon: Motion to adopt recommendation Commissioner Carter: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

I. Recommendation Regarding Work Permit Hearing Held and Decision Rendered

(Documentation attached as Exhibit “1”)

1. Kayla Theresa Asher

Ms. Asher was not present.

EXECUTIVE DIRECTOR’S RECOMMENDATION – The Executive Director recommends the Commission accept the Findings of Fact and decision of the Hearing Examiner in the above-referenced matter.

Commissioner Carter: Motion to adopt recommendation Commissioner Canon: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

J. Recommendation Regarding Unanimous Approval Request(s) – Work Permit Application(s)

(Documentation attached as Exhibit “2”)

1. Tina Denise Moore-Green

Ms. Moore-Green was not present.

Minutes of the Mississippi Gaming Commission June 20, 2013 Regular Monthly Meeting Page 20

EXECUTIVE DIRECTOR’S RECOMMENDATION – The Executive Director’s recommendation to the Commission is noted below:

1. Tina Denise Moore-Green – Grant the Unanimous Approval

Commissioner Canon: Motion to adopt recommendation Commissioner Carter: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

ITEM IV.

PUBLIC COMMENT None. ITEM V.

CHARITABLE GAMING MATTERS

A. Recommendation for Approval of Licensure – Thirty-six Months

CHARITABLE ORGANIZATION ADDRESS Gallant Hearts Guide Dog Center 701 East Jefferson Street, Kosciusko, MS. 39090 Southern Health Commission 1721 Smith Street, Greenville, MS 38702

(Documentation attached as Exhibit “3”)

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 thirty-six month period effective July 1, 2013 through June 30, 2016;

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

3. Licensees will strictly comply yearly with the Charitable Gaming Regulations and particularly, Regulation L. Authorized Expenditures, Section 12 (known as the 60/40 Rule and the 65/35 Rule);

Minutes of the Mississippi Gaming Commission June 20, 2013 Regular Monthly Meeting Page 21

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

5. Licensees 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

6. The contact persons, supervisors, alternate supervisors 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 Carter: Motion to Adopt Recommendation Commissioner Canon: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

B. Recommendation for Approval of Licensure – Bingo Supply Manufacturer – Twelve Months

ADDRESS E-Max Gaming Corporation 9900 Clinton Road, Cleveland, Ohio 44144

(Documentation attached as Exhibit “4”)

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

1) The license will be issued for a twelve month period effective July 1, 2013 through June 30, 2014;

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 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 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.

Minutes of the Mississippi Gaming Commission June 20, 2013 Regular Monthly Meeting Page 22

Commissioner Canon: Motion to Adopt Recommendation Commissioner Carter: Second

RECORDED VOTE: Chairman Hairston: YES Commissioner Canon: YES Commissioner Carter: YES

ITEM VI.

PUBLIC COMMENT

None.

ADJOURNMENT

There being no further business, the meeting was adjourned at 9:50 a.m.

______JOHN HAIRSTON, CHAIRMAN

______NOLEN CANON, COMMISSIONER

______WALLY CARTER, COMMISSIONER

______ALLEN GODFREY, EXECUTIVE DIRECTOR

ATTEST:

______THOMAS H. MUELLER SPECIAL ASSISTANT ATTORNEY GENERAL MISSISSIPPI GAMING COMMISSION