EXHIBIT 10.22
IN THE
LOUISIANA GAMING CONTROL BOARD
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IN RE: Horseshoe Entertainment, :
a Louisiana limited partnership :
Licensee :
:
License No.: R010800198 :
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STIPULATION
NOW COMES Horseshoe Entertainment, a Louisiana limited partnership
("Horseshoe"), Licensee, and the Louisiana Department of Public Safety and
Corrections, Office of Louisiana State Police, Casino Gaming Division
("Division"), each duly represented by counsel who respectfully represent:
I. Background.
A. This matter is before the Louisiana Gaming Control Board
("Board") pursuant to its authority to consider renewals of licenses and
the conditional renewals it has previously granted in these matters.
B. Horseshoe became licensed with an effective date of November
22, 1993 and this Honorable Board on October 20, 1998, (effective
November 22, 1998) and on October 19, 1999, (effective November 22,
1999) conditionally renewed the license at issue in these proceedings,
and the business has acquiesced in and operated pursuant to these
Conditional Renewals, which is now before the Board for further
consideration.
C. The delay in conducting renewal hearings for all Louisiana
riverboat
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gaming licensees was primarily due to the determination of the Division
and the Board that thorough investigations were needed to insure the
integrity of the licensees and gaming in the State of Louisiana. This
undertaking was deemed necessary for all licensees due to circumstances
of the original licensing process for the Louisiana Riverboat Gaming
Industry, including facts made known as a result of the federal trial of
a former governor and other events surrounding the emergence of gaming
in Louisiana. In addition, the renewal process has been delayed by an
erroneous court ruling relating to procedures before the Board, which
ruling was corrected by the Louisiana Supreme Court in Metro Riverboat
Associates, Inc. v. Louisiana Gaming Control Board, et al.
D. As a result of the extensive investigation and re-evaluation
of the Horseshoe, as well as all other licensees, the Division stated in
its May 13, 2002 Report on Conditional License Renewal and First
Supplemental Report on Conditional License Renewal ("Report") that the
facts set forth therein may indicate that the Horseshoe engaged in
business practices inconsistent with the high standards of conduct
required of a licensee and which created the opportunity for misconduct.
The Division in its Report did not initiate a revocation proceeding to
find Horseshoe or any of its owners "unsuitable," nor did the Division
recommend to the Board that the Board refuse to renew the gaming license
of Horseshoe or any of its owners. Rather, the Division presented facts
to the Board which were deemed by the Division to be relevant to the
decision of the Board to renew. Thereafter, the Division received
Horseshoe's Answer and Response to Report on Conditional License Renewal
and additional information and evidence provided by Horseshoe.
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E. In its Report, the Division stated that Horseshoe had engaged
in business practices that reflected conduct inconsistent with the high
standards required of a licensee and which could create the opportunity
for and the appearance of impropriety. Generally, the areas investigated
and reported by the Division include the failure to properly document
and finalize in writing business relationships, including the granting
of equity interests, an inappropriately reimbursed legal expense, the
procurement of products and services, including consulting agreements,
record keeping and payments related thereto. The Division's
investigation further determined that while the questioned business
practices could have created the opportunity for impropriety, no such
impropriety has been alleged to have occurred and the Report did not
aver that there were any violations of criminal or civil laws. Further,
the Division acknowledges that Horseshoe has been taking steps to
improve past business practices and has agreed to implement additional
formal procedures of the kind required of a licensee in a highly
regulated industry. Those formal procedures developed by Horseshoe in
concert with the Division are set forth in Exhibit A attached hereto and
entitled, Horseshoe Entertainment Business Relationship Review and
Disclosure Procedures.
F. In its Report, the Division stated that in connection with
voluntary established minority procurement goals, Horseshoe misreported
certain minority procurement amounts. Upon being notified by the
Division of the misreporting, Horseshoe immediately commenced an
internal investigation to determine the cause of such misreporting.
Horseshoe provided the Division with the final report of its internal
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investigation and began implementing procedures to provide for more
accurate reporting, a process that will continue in the future
consistent with the policies set forth in Exhibit B.
G. The Licensee employs approximately 2500 persons and has since
commencement of operations paid compensation and provided employee
benefits having a value of over $546,000,000. In addition, Licensee has
paid the State of Louisiana in excess of $330,000,000 in gaming taxes
and approximately $73,000,000 in sales and use tax, unemployment tax and
withholdings on payroll and gaming winnings. The Licensee has paid
Bossier City and Bossier Parish in excess of $103,000,000 in gaming
taxes, sales and use tax and property taxes and a one-time licensing fee
of $1,275,000. The Licensee also contributed to the economic development
of Bossier City and the State of Louisiana in fulfillment of the
statutory goals of the Riverboat Economic Development and Gaming Control
Act through the utilization of Louisiana resources, goods and services
in the construction and operation of the Licensee's riverboat and
property.
In consideration of the foregoing and subject to the Board's approval,
Horseshoe and the Division hereby stipulate as follows to settle, compromise,
remedy and resolve this matter in connection with the pending Report.
II. ▇▇▇▇▇▇▇▇▇ agrees to the following terms and conditions as
conditions to the license renewal of Horseshoe.
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A. Payment to the State of Louisiana of Four Hundred Ten
Thousand Dollars ($410,000.00) as a reasonably imposed condition for the
misreporting of certain minority procurement amounts.
B. Payment to the State of Louisiana of six million, nine
hundred ninety thousand dollars ($6,990,000) as a reasonably imposed
condition in connection with the Division's averments and concerns
relative to Horseshoe's past business practices as outlined in paragraph
IE. The amount paid includes the costs and expenses related to the
license renewal investigation; however, no excess costs advanced by the
licensee shall be refunded by the Division.
C. The payments made as conditions of renewal are remedial in
nature and do not constitute a fine, forfeiture or penalty.
D. Horseshoe's payment of the above amounts shall be made within
ten business days of the Board's approval of this Stipulation and the
renewal of Horseshoe's license with these conditions.
E. In addition to protective measures and business practices
already in place and to insure that its business practices are
consistent with the high standards of conduct required of a licensee,
Horseshoe submits as its commitment to more formalized procedures those
procedures set forth in Horseshoe's Business Relationship Review and
Disclosure Procedures attached as Exhibit A. Within 90 days of the
Board's approval of this stipulation and the renewal of the License,
Horseshoe shall have fully implemented such procedures.
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F. Horseshoe further acknowledges that the Casino Gaming
Division of the Louisiana State Police is mandating a continuing
progression to a higher standard of practices and procedures by the
gaming industry to avoid any impropriety or appearance thereof. As a
condition of holding a gaming license Horseshoe commits to implement
those policies articulated by the Casino Gaming Division of the
Louisiana State Police in Exhibit B attached hereto.
III. Miscellaneous.
A. Effect of Stipulation: The approval of this Stipulation by
the Board shall not constitute a finding by the Board that any violation
of administrative regulations or state law occurred relating to the
matters set forth in the Report, and shall not constitute an admission
or acknowledgment by Horseshoe of such.
B. Scope of Stipulation: The Division acknowledges that approval
of this Stipulation by the Board and satisfaction of the conditions
contained herein shall result in a full and final compromise, release
and settlement as to Horseshoe, its current and former officers,
directors, and employees, and their successors and assigns of all
violations and any other actions, proceedings, claims for compensation,
fines, penalties or other remedies which may be commenced or asserted
based upon the acts, transactions or omissions relating to or similar in
nature to the matters set forth in the Report and the matters subsumed
within the scope of the Division's renewal investigation and the renewal
proceedings as the matters pertain to Horseshoe, its owners, its current
and former officers, directors, employees and their successors and
assigns.
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C. Approval Required: This proposed Stipulation is subject to
the approval of the Board and will be submitted to the Board along with
the financial, audit and suitability reports from the Division at the
time the Board acts upon the license renewal application of Horseshoe.
D. Effective Date of Stipulation: This Stipulation shall become
effective upon approval by the Board and the renewal of Horseshoe's
license as provided in the preceding paragraph.
E. Applicable Law: This Stipulation and the terms and conditions
hereof shall be controlled and interpreted under the laws of the State
of Louisiana. The entering of this Stipulation shall not affect the
exclusive jurisdiction of the Board over this renewal matter, including
the continuing authority over the conditions imposed herein.
Determination of whether the conditions imposed herein are met shall not
constitute a disputed or contested matter to be heard by a hearing
officer, but shall constitute a continuing part of the license renewal
process.
F. Successors and Assigns: This Stipulation shall be binding on
the parties hereto, as well as their successors and assigns. The
Stipulation is not, however, a third-party-beneficiary agreement,
intended to provide a benefit to anyone other than
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Horseshoe, and its officers, directors and shareholders even upon
approval by the Board and renewal of the license.
This Stipulation is signed by the undersigned on the dates set forth below in
Baton Rouge, Louisiana.
HORSESHOE ENTERTAINMENT, DEPARTMENT OF PUBLIC SAFETY AND
A LOUISIANA LIMITED PARTNERSHIP CORRECTIONS, OFFICE OF BY LOUISIANA
by: STATE POLICE, CASINO GAMING
NEW GAMING CAPITAL
PARTNERSHIP ITS GENERAL
DIVISION PARTNER,
by: HORSESHOE GP, INC. ITS
GENERAL PARTNER
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇ CAPT. ▇▇▇▇ ▇. ▇▇▇▇▇▇
CHIEF EXECUTIVE OFFICER DEPARTMENT OF PUBLIC SAFETY AND
CORRECTIONS, OFFICE OF LOUISIANA
POLICE, CASINO GAMING DIVISION
BY ATTORNEYS
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ESQ.
SENIOR VICE PRESIDENT AND SPECIAL ASSISTANT
GENERAL COUNSEL ATTORNEY GENERAL
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ESQ.
ASSISTANT ATTORNEY GENERAL
DIRECTOR, GAMING DIVISION
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EXHIBIT A
HORSESHOE ENTERTAINMENT'S BUSINESS RELATIONSHIP REVIEW AND DISCLOSURE PROCEDURES
A. Horseshoe Entertainment will establish a compliance committee in
accordance with the following parameters:
1. The duties of the compliance committee will include, but not be
limited to the following:
a. Systematically reviewing of all existing contracts
having a value of in excess of $100,000 in a calendar
year or any modification or re-negotiation of any such
contract.
b. Reviewing all new contracts or vendor relationships
having a value of in excess of $100,000 in any one
calendar year.
c. Holding meetings in Louisiana not less than quarterly,
meetings will be open to members of the Attorney
General's office, Gaming Division and the Louisiana
State Police, Casino Gaming Division (Division).
d. Reviewing all vendor relationships for which Horseshoe
Entertainment reports amount purchased from a minority
or female owned enterprise.
e. Reviewing and revising as appropriate the written
procedures for obtaining quotes and bids and awarding
contracts. The procedures will clearly set forth
guidelines which will include prohibited transactions or
procurement practices. Such written procedures will be
provided to the Division for review and approval.
f. The General Counsel will submit a compliance plan to the
Division for review within 60 days of the renewal of the
Horseshoe Entertainment license. The systematic review
of the existing contracts will be completed within 120
days following the Division approval of the compliance
plan.
2. The compliance committee shall be composed as follows:
a. Committee will have not less than three individuals, one
being Horseshoe Entertainment's Chief Compliance
Officer.
b. The chief compliance officer will be the primary liaison
between the compliance committee and Horseshoe Gaming
Holding Corp.
c. At least one member of the compliance committee shall
not be an employee of Horseshoe Entertainment or any of
its parent, subsidiary, holding or affiliated companies,
other than in his or her role on the compliance
committee, and shall have experience in accounting or
finance.
d. At least one member of the committee will have knowledge
of procurement/purchasing.
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e. All appointments to the compliance committee will be
subject to the approval of the Division and any member
will complete a suitability application upon request.
3. One of the primary goals of the compliance committee will be to
increase communications with the Division by undertaking the
following:
a. The chief compliance officer will notify the Division of
the date time and location of all meetings and provide
the Division with the opportunity to attend such
meetings.
b. Compliance committee via the chief compliance officer
will provide Division on a quarterly basis with a list
of payments of $25,000 or more per quarter made by or on
behalf of Horseshoe Entertainment to any entity or
person.
c. Compliance committee, along with general counsel and the
chief compliance officer will be available to address
concerns and answer questions of the Division.
d. The compliance committee will address any
issues/concerns raised by the Division by developing an
action plan for submission to Division for approval. The
action plan would identify the issue or concern, a
suggested remedy and a timeline to implement the remedy
following acceptance by Division.
e. Within three (3) business days from the date the
compliance committee learns of any violation of law,
regulation, or these Business Relationship Review and
Disclosure Procedures, the compliance committee, a
member thereof, or the general counsel shall provide
written notification to the Division of such violation.
B. Independent Audit of Procedures
1. Horseshoe Entertainment will commission an independent audit of
compliance with its procurement and contracting procedures.
2. The auditor will be agreed upon by Division.
3. The audit report will be delivered to the compliance committee,
the Board of Directors of Horseshoe Gaming Holding Corp. and the
Division.
C. The following transactions will be prohibited:
1. Transfer of an ownership interest in Horseshoe Entertainment
without prior Board or Division approval, as appropriate.
2. Borrowing by any equity owner, officer or senior management
personnel from any Horseshoe Entertainment patron (excludes
instance where patron may hold directly or indirectly any
interest in Horseshoe Entertainment publicly traded bonds).
3. Use of vendors who do not actively participate in providing the
goods or services being purchased and/or who do not have a
financial risk in the endeavor.
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EXHIBIT B
The Casino Gaming Division of the Louisiana State Police submits to the Board
for its consideration the following proposed public policy conditions for all
riverboat licensees. As a component of its renewal, Horseshoe agrees that the
policies are to be conditions of its license renewal, subject to any changes the
Board may formally effectuate in the future.
A. Recognition of minimal business standards regarding transfers and/or
granting of equity interests in licensees (or affiliates) by requiring:
1) that such transfer or grant be reasonably related to
contributions;
2) that such transfer agreement or grant agreement be specific
and in writing;
3) that such transfer agreement or grant agreement have
reasonable mechanisms for enforcement or resolution; and
4) that the true nature of such arrangements be fully disclosed
to the Board, Division and to the public, when public filings
take place.
B. Recognition of minimal business standards regarding consulting
contracts by requiring:
1) that such contracts be reasonably specific and in writing;
and
2) that such contracts a) require the person to perform the
reasonable services as stated in the contract, or b) allow for
the modification of the contract in writing as a result of a
change in circumstance, or c) allow for the termination of the
contract and opportunity to seek appropriate legal relief upon a
failure to provide reasonable services.
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C. Reporting of minority procurement shall be factually accurate to
accomplish the true goals of the minority procurement policies of the
State of Louisiana and the Board. In addition to the requirements of LAC
42:XIII.2331, any amounts reported in connection with services or goods
from each vendor shall reflect the actual services or goods provided by
each vendor. Actual services or goods provided shall mean those provided
based upon a rational and factual basis, taking into account customary
and ordinary arms-length business practices.
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