TIMELINE

Contract Negotiations, Project Progress & State Gaming Timeline

DATE 2001-10-29 2003-04-17 DOCUMENT Passage of Ch. 383 of laws of 2001 in NY Legislature DESCRIPTION Authorizing use of video lottery terminals (VLT) at Aqueduct New York Racing Association selects MGM-Mirage to operate its VLTs at Aqueduct Tribe confirms appointment of Board members Contract to develop, construct, manage casino

2003-04-29

2003-05-01

2003-05-19

Appointment of the Shinnecock Nation Casino at Westwoods Board of Directors Development/Management Agreement between the Shinnecock Nation Casino at Westwoods Authority and Ivy Ong and Ong Enterprise, LLC First Amendment to Development/ Management Agreement between Authority and Ong

2003-05-19

2004-01-31

2004-03-19

acknowledging ongoing discussions re: appropriate gaming sites and granting Ong development rights to first gaming site wherever located Shinnecock Indian Nation Eco Resolutions creating Gaming Comnomic Development Policy; Resomission (to regulate gaming) & Aulutions creating Shinnecock Nation thority (to plan, design, operate casino Casino at Westwoods Authority & at Westwoods) Shinnecock Indian Nation Gaming Enabling Agmt to allow the Authority Commission; Enabling Agreement to enter into a Development Agmt, between Shinnecock Indian Nation Mgt Agmt, and Loan and Security and Ong Agmts with Developer (Ong) Addendum [amending] Powers of Authority expanded and Shinnecock Gaming Authority name changed to Shinnecock Nation Resolution, Gaming Enabling Gaming Authority Agreement, Casino at Westwoods Scope of gaming explicitly expanded Authority Resolution, Westwood beyond Westwoods site DMA Waiver of immunity/remedy for breach Assignment and Assumption of Enter Gateway Development/Management Agreement and Enabling Agreement from Ong to Gateway
SNGA Gaming Update November, 2011

47

2004-03-19

First Amendment to Addendum and Development/Management and Enabling Agreements Contingency Escrow Agreement

2004-03-19

2004-03-19

Consulting Agreement Between Nation, Authority, and Gateway

2004-03-19

2004-09-08

MOU Between JEM Star Enterprises, LLC (JSE), Cyrus Keefer and Gateway Letter Agreement signed by M. Malik and F. Bess re consent and waiver as to timing of certain tasks Resolution Trustees

Amendment to Contract increasing operating expenses from $40k/quarter to $1,603,278 over 18 mos. (not to exceed $91k/month) Establishing escrow acct funded with $500k to reimburse Nation for funds withheld for projects historically funded by state or fed govt Limited waiver of sovereign immunity Agmt for Gateway to be selected as consultant to perform or assist in performing tasks related to design, development, and construction of casino(s) Acquiring rights of JSE and assigning certain payments and obligations to JSE Agmt to postpone advancement of project funds and recommendation of an architect together with additional tasks pending site selection Trustees directed to conclude to finality, federal acknowledgement, land claim, gaming rights, approvals and global settlement if necessary Agmt of Gateway to fund land claim litigation; Gateway places $500,000 into escrow account. Agmt to waive right (for 2 wk period) to negotiate a new sum to be paid for administrative purposes Agmt to waive right (for 2 wk period) to negotiate a new sum to be paid for administrative purposes Agmt to waive right (for 1 wk period) to negotiate a new sum to be paid for administrative purposes Agmt to waive right (for 10 day period) to negotiate a new sum to be paid for administrative purposes Dictates what percentage of Gateways travel cost will be calculated as reimbursable development cost Agmt to waive right (for 6 mos.) to negotiate a new sum to be paid for administrative purposes Agmt for Gateway to provide $1,020,000 over 12 mos. ($85k/mo) for operating expenses of the Nation and Authority

2004-12-18

2005-06-15

Guaranty Agreement [Shinnecock/ Gateway] Letter from M. Malik to Authority confirming waiver of right to enforce Para. 2.2 of DMA Letter from M. Malik to Authority confirming waiver of right to enforce Para. 2.2 of DMA Letter from M. Malick to Authority confirming waiver of right to enforce Para. 2.2 of DMA Letter from M. Malick to Authority confirming waiver of right to enforce Para. 2.2 of DMA Travel Policy between Authority and Gateway Letter from M. Malick to Authority confirming waiver of right to enforce Para. 2.2 of DMA Second Amendment to Addendum and Development/Management Agreement and Enabling Agreements

2005-06-21

2005-07-05

2005-07-17 2005-07-25

2005-07-25

2005-08-05

2005-11-01

SNGA Gaming Update November, 2011

48

2006-08-09

Amendment to DMA

2007-03-28

Letter agreement signed by M. Malik, K. Hunter, J. Williams & B. Hamp re budget matters Amended Guaranty Agmt

2007-11-25

2007 2008-10-10 2009-03-11

2010

Draft Shinnecock Indian Nation/ State of New York Gaming Compact

Agmt for Gateway to reimburse funds to Federal Recognition Account and pay funds necessary to obtain federal recognition up to $2.5 million with coapproval and mutual agreement for expense of funds or any amounts over $2.5 million. Provides Gateway with right of first refusal for mgt agmt Agmt to continue payments as provided for in the Nov. 1, 2005 Second Amendment provided that parties meet 6 mos. into period to revisit level of payments Providing for return of $500k contingency escrow to M. Malik in exchange for his agreement to commit to pay costs of land claim litigation. MGM-Mirage abandons Aqueduct project Governor Paterson selects Delaware North to run Aqueduct Delaware North officially deselected as the VLT operator for Aqueduct pursuant to its inability to make agreed-to, upfront payment Draft gaming compact submitted to State by Trustees Aqueduct Entertainment Group selected to run Aqueduct. Deselected in March 9, 2010. Gateway makes increase in monthly payments from $85,000 to $130,000 backing date increase to April 2010. Sets forth proposed terms for new contract. Genting New York selected to run Aqueduct Responds to July 26, 2010 letter; rejects almost all terms proposed in July 26, 2011 letter. Bills introduced into NY State legislature to amend NY State constitution to allow casino gaming. Responds to Dykema September 20, 2011 letter from J. Hanselman; requests revisiting the terms set forth in the July 26, 2010 letter sent by J. Peebles to L. Boldrey. The letter makes 3 points;
SNGA Gaming Update November, 2011

2010-01-29

2010-05

2010-07-26

Agreement between Nation and Gateway to increase monthly payments from $85,000 to $130,000. Letter from J. Peebles to L. Boldrey re: Gateway contract proposed revisions

2010-08-03 2010-09-20 Letter from J. Hanselman to J. Peebles re: response to proposed contract revisions

2011 Jan. March 2011-03-17 Letter from J. Peebles to J. Hanselman re: Gateway contract negotiations

49

1) size and scope of proposed project, 2) non-obligated advances of development costs should be increased in recognition of new size and scope of project; and 3) requests that Dykema specifically respond to seven areas. (See March 17, 2011 letter.) 2011-03-25 Letter from J. Hanselman to J. Peebles re: response to proposed contract revisions Response to March 17, 2011 letter from J. Peebles; sets forth Gateways position that purpose of updating agreements was to fill-in gaps where the scope of the project was not reflected in original agreements or where terms where provisions needed to meet IGRA requirements. Sets out position in 9 areas, again rejecting provisions of July 26, 2010 letter. Outstanding issues: Term Percentage management fee Number of facilities Buy out provision Ancillary businesses Monthly payments Non-gaming land/Southampton College Same as above Same as above Same as above Same as above Term sheet signed includes: 1) increase monthly administrative payments to Nation from $130,000 to $250,000; 2) agreement to assist Nation in pursuit of acquiring Southampton College site (first $500,000 gift/not project cost); 3) Gateway agrees to write off interest payments on development cost from 2003- Oct, 1, 2010; decrease of management fee from

2011-05-16

Terms sheet from J. Hanselman to J. Peebles/D. Houck re: DMA bet SNGA and Gateway

2011-05-20 2011-05-24 2011-06-04 2011-06-10 2011-06-16

Terms sheet from Nation to Gateway Continued exchange of term sheet provisions between parties Continued exchange of term sheet between parties Same as above Term sheet signed by Nation representatives

SNGA Gaming Update November, 2011

50

35% to 28%; 4) contract covers 3 facilities with timeframes for start of construction; 5) address completion guarantee (Gateway to provide 5% above 10% set aside from financing required by Wall Street and 5% of project cost); 6) Gateway to provide gap financing of 10% of total project cost upon specific conditions that allow Gateway wide discretion in whether it provides gap financing. 2011-07-01 FPM forwards proposed agreements to Dykema. Documents forwarded to L. Boldrey and J. Hanselman from T. Kincaid: Development Agreement Land Acquisition Agreement Developer Security Agreement Shinnecock Management Agreement Developer Creditor Agreement Shinnecock Non-Interference Agreement J. Peebles, J. Lamb, and D. Houck attend Tribal meeting. Issues raised by Coalition for Answers members; mainly dialogue among Nation. Motion placed on floor to bring provisions of term sheet back to Nation before move forward with Gateway contract. Educate Nation regarding contract negotiations; how we got here; what term sheet provisions are; what risks are going forward. *Hearings before the New York State Senate on the future of gaming in New York. Aqueduct racino opened Belmont / Nassau County Negotiations: Community support Negotiate with State regarding land transaction Suffolk County Negotiations: Finalize site location and begin negotiations with land owner. Meet and have substantially identified key issues that will be required for County Agreement/Municipal Services Agreement (MSA) and mitigation.
51 SNGA Gaming Update November, 2011

July [Need Date]

Tribal Meeting to present provisions of term sheet.

2011 July/ August [Need Date] 2011-08-16

Tribal Meeting

Community Meeting

2011-Sept./Oct.

2011-10 2011-12

Belmont / Nassau County Negotiations: Community support Negotiate with State regarding land transaction Suffolk County Negotiations: Finalize site location and begin negotiations with land owner. Meet and have substantially identified key issues that will be required for County Agreement/Municipal Services Agreement (MSA) and mitigation. Nation State Compact Negotiations: PR campaign, work closely with local governments, union, community groups to build and demonstrate strong support for project in Suffolk site and Belmont. Mandatory Acquisition Legislation: PR campaign, work closely with local governments, union, community groups to build and demonstrate strong support for project in Suffolk site and Belmont. Nation State Compact Negotiations: By this date meet with Governors Office to review draft proposed compact and identify outstanding issues for negotiation; confirm site locations and demonstrate local support.

????

SNGA Gaming Update November, 2011

52

On going

Nation State Compact Negotiations: Meet with key State elected officials to discuss proposed project, site locations, and demonstrate community support. Have technical issues for compact (appendices) resolved. Mandatory Acquisition Legislation: Meet with Federal elected officials; Schumer and Gillibrand; Nassau County and Suffolk County Congressional delegation. Demonstrate local support for Project. Meet with key Federal and State elected officials needed to support Mandatory Acquisition legislation. Prepare white papers and testimony for committees. Meet with key elected officials, committee chairs, key DOI officials, and present testimony at committee hearings; lobby- lobby- lobby. Suffolk County Negotiations: Finalize strategy for non-gaming lands and work with County to develop and finalize plan that identifies sites and/or specific geographic areas for Nation acquisition of Non-gaming lands. Suffolk County Negotiations: Finalize land transaction agreement with land owner. Finalize any Agreement or MSA with County. Finalize strategy for non-gaming lands and work with County to develop and finalize plan that identifies sites and/or specific geographic areas for Nation acquisition of Non-gaming lands. Nation State Compact Negotiations: Finalize Compact terms with governors office. Nation State Compact Negotiations: Introduce Compact to State legislature for approval. Nation State Compact Negotiations: Compact approved by State legislature and signed by Governor.

2011-2012 Dec. Jan.

2012 Jan. Apr.

2012-02

2012-03

53

SNGA Gaming Update November, 2011

Mandatory Acquisition Legislation: Proposed Mandatory Acquisition legislation presented to federal officials. 2012 Spring and Winter Mandatory Acquisition Legislation: Finalize Mandatory Acquisition legislation for introduction to Congress. Introduce Mandatory Acquisition legislation to Congress.

SNGA Gaming Update November, 2011

54