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In the Matter of:





Eastern States Exposition ("ESE") hereby responds to the Opposition (the "Opposition")

of Blue Tarp reDevelopment ("MGM") to ESE's Petition for Designation as an Impacted Live Entertainment Venue ("ILEV") as follows:


ESE is a Massachusetts not-for-profit corporation located approximately 2 miles from

downtown Springfield where MGM proposes to develop and operate an $800 million gaming

establishment. Since its founding aimost a century ago, ESE has served as a critical economic

driver for westem Massachusetts by attractingwell over 2.5 million people per year to the

various year-round events hosted there, and by generating an estimated economic impact for the

region of close to a half billion dollars per year.t

Live entertainment is an integral element of ESE's ability to attract large audiences and

its long history of success. ESE owns and operates certain live performance venues known as

the Xfinity Arena, an approximately 6,500 seat outdoor arena, and the Coliseum, an

approximately 6,000 seat indoor arena (together, the "Venues"), both designed in whole or in

1 See report entitled The Economic Impact of the Eastern States Exposition dated September 1.0,2013 prepared

by Regional Economic Models,Inc.


part for the presentation of live concerts, comedy or theatrical performances. Almost all of the

foregoing facts are acknowledged by MGM in its Opposition.

According to the lead article appearing in the January 24,2014 edition of The Republican

following MGM's January 23,2014 presentation to the Commission concerning the details of its

$800 million casino proposal (the "MGM Presentatiof'),*McM will underwrite, co-promote

and book at leastfour shows eqch at the MassMutual Center, Symphony Hall and CityStage each

yearfollowing the opening of the cesino." Located within such close proximity and offering the

same types of entertainment in similarly sized venues, MGM's arrangement with various

Springfield venues is certain to have a devastatingly negative impact on the Venues and ESE.

There is no doubt that such MGM underwritten and promoted events will not only over time

attract enoÍnous numbers of people that might otherwise attend similar live performance events

hosted at the Venues, but will also negatively affect ESE's ability to book quality performers as a

result of so-called'oradius restrictions" imposed on acts booked at MGM venues.

Notwithstanding its obligation under the gaming statute and related regulations to provide

the Commission fair and reasonable signed agreements with any ILEV in order to be eligible to

receive a gaming license, MGM not only opted to forego any attempt to negotiate an ILEV with

ESE for submission along with its RFA-2 application, but has now filed a lengthy formal written

opposition to ESE's petition for ILEV status. By forcing ESE to actively defend its petition for

designation as an ILEV rather than in good faith negotiating a fair and reasonable ILEV

agreement, MGM has chosen to inconvenience, financially burden and otherwise attempt to

intimidate ESE into entering into an unreasonable and unfair ILEV agreement. Such conduct on

the part of MGM is unbecoming of the only remaining applicant for the sole gaming license

available to be awarded in western Massachusetts.

Statutorv and Regulatorv Analysis

M.G.L. c.23K $ 2 defines an ILEV as"a not-þr-profit or municipally-owned

perþrmønce venue designed in whole or in part þr the presentation of live concerts, comedy or

theatrical performances, whiclt the commission determines experiences, or is likely to

experience, a negative impact from the development or operation of a gaming establishment."

As a not-for-profit corporation organized under M.G.L. c. 180 owning and operating the Venues,

both designed in whole or in part for the presentation of live concerts, comedy or theatrical

performances, ESE fits, with respect to those specific matters, precisely within the statutory

definition of an ILEV.

In making an ILEV determination, M.G.L. c.23K $4(39) and205 CMR 126.01(2)both

require the Commission to "consider factors including, but not límited to, the venue's distance

from the gaming establishment, venue capacity and the type ofperþrmances offered by the

venue." Located directly across the Connecticut River in West Springfield, approximately 2

miles from the MGM proposed $800 million gaming establishment, and having similar seating

capacities and offering the same types of live concerts, comedy or theatrical performances that

will be offered by that gaming establishment at the various downtown Springfield venues, it is

difficult to imagine how the ESE Venues would not, or likely not, experience any negative

impact from the development or operation of that gaming establishment. In fact, the ESE

Venues are the exact type of live entertainment performance venues entitled to the protections

afforded under the Gaming Statute and regulations.

The conditions under M.G.L. c.23K $21 in order for MGM to be an eligible licensee of a

gaming license include the requirement that MGM "meet



venues locqted in

the commonwealth to discuss a mitigation plan which may include, but shall not be limited to,

dgreements regarding event scheduling, promotíons, tícket príces, marketíng and other

operations which

may impact the viability of such

not-for-profit entertainment venues. The

commission shøll encourage the establishment of such a mitigatíon plan throughfair and

reasonable discussion." The mitigation agreement offered by MGM to ESE after ESE filed its

petition for designation as an ILEV, and the limited discussions MGM has had with ESE

concerning the terms of that agreement have been neither fair nor reasonable.

Finally, it is important to note that under M.G.L. c. 23K $15(10) and $17(b), until MGM

provides the Commission with a"foir and reasonable" signed agreement with any impacted live

entertainment venue, MGM shall not be eligible to receive a gaming license.

The Opposition

MGM's Opposition acknowledges facts and contains other information which taken

alone support a determination by the Commission that the ESE Venues are an ILEV. Facts and

information contained in the Opposition and related exhibits include acknowledgment that the

Venues are not-for-profit owned performance venues, designed in whole or in part for the

presentation of live concerts, located approximately 2 miles from the MGM proposed gaming

establishment, the Venues have capacities similar to the venues that will be associated with

operation of the MGM gaming establishment, and that the live performances offered at the

Venues will be similar to or the same as those that will be offered at the MGM venues. In that

regard, the Opposition actually supports ESE's petition and a designation by the Commission of

the Venues as an ILEV.

The MGM Opposition is, however, also misleading, inaccurate and unfair. To begin

with, the test of the Opposition misrepresentsthe"Highlights" of the Cross-Marketing and Non-

Competition Agreement attached as Exhibit A to the Opposition (the "Agreement") by failing to

indicate that each of the more substantive and significant covenants and obligations listed in the

Opposition is qualified by or subjectto "MGM'r sole qnd absolute discretion" or tobe

"determined ín MGM's sole and reasonable discretíon'o ínthe actual Agreement. A copy of

Section 1.1 of Exhibit A to the Opposition highlighting the language missing from the

"Highlights" listed in the text of the Opposition is attached this Response as Attachment 1.

Based upon MGM's decision to initially ignore ESE and to later aggressively oppose its petition

for designation as an ILEV, ESE is understandably not at all comfortable with exercise by MGM

of its sole discretion, purportedly reasonable or otherwise.

A further example of MGM's tactics and the unfair nature of the Agreement is MGM's

promise it"shall not enter into any agreement with any perþrmer or sltow which, through a

radíus restrictíon or otherwise, precludes perþrmances by that perþrmer or show at the

Venue." However, it must be noted that the terms of the Agreement also provide " [iJn the event

MGMfails to ínclude such a radius restríction exemptíon in any contract or otherwise

inadvertently prohibits a performance in víolation of [the AgreementJ, MGM shall grant a

waíver to such visitíng perþrrner or show øt the wrítten request of ESE' and"ESE shøll not be

entítled to any other remedy for IMGM'rJ breøch of thís Sectíon [of the AgreementJ."

(Emphasis supplied). See p.6 of Opposition and Section 2.1 of Agreement. This provision

would essentially leave ESE in the position of having no effective means of confirming MGM's

compliance with the radius restriction covenant or any meaningful remedy in the event it were to

be harmed by MGM's failure to honor that commitment.2

2It is difficult to imagine how an organization of the size and purported sophistication of MGM might "inadvertentlf' fail to include a radius restriction exemption in any entertainment contract, however, the

impossible burden of determining MGM's compliance with the covenant would be on ESE and there

The Opposition also suggests fhat apetitioner must somehow "demonstrate a negative

impact by a casino developmenl" in order to be designated an ILEV by the Commission. See

Opposition af p.7. There is no such burden or obligation required of a petitioner anywhere in the

Gaming Statute or regulations. That notwithstanding, the ESE petition, the Opposition, the

MGM Presentation and this Response when taken together provide overwhelming support for a

determination by the Commission that the ESE Venues will experience, or are likely to

experience, a negative impact from the development or operation of the proposed MGM gaming

establishment. In fact, the Opposition and the MGM Presentation taken alone acknowledge

sufficient facts and provide ample other information, including the distance of the Venues from

the proposed gaming establishment, their seating capacity and the type of perfoÍnances offered,

to enable the Commission to determine that the Venues either will experience, or are likely to

experience, a negative impact from the development or operation of the proposed MGM gaming


In addition, the Opposition alleges that the only effects of the Venues being located

approximately 2 miles from the proposed MGM gaming establishment will be positive, and

suggests that those positive effects should be taken into consideration by the Commission in

connection with its determination of whether the Venues should be designated an ILEV. Again,

even if in the very unlikely event there was any positive impact on the Venues or ESE from the

operation of the gaming establishment, there is no statutory or regulatory support for the

Commission to consider it in connection with its determination of an ILEV designation.

would be no meaningful consequence for any breach by MGM even if ESE were to suffer substantial harm a result that breach.

Overall, in light of the preeminent role ESE plays in westem Massachusetts as a regional

: economic driver and leader in live entertainment, MGM's conduct in initially opting to ignore

and now actively oppose ESE's designation as an ILEV is regrettable. The ILEV Agreement

offered by MGM to ESE is unfair and unreasonable and, in offering such an agreement and

opposing ESE's petition for designation as an ILEV, MGM has failed to satisfu its obligations

under the Gaming Statute and regulations for issuance of a gaming license.


On the basis of the facts and other information contained in (i) the ESE petition for

designation as an ILEV, (ii) the MGM Opposition, (iü) the MGM Presentation (iv) this Response,

and (v) any additional testimony and documentation to be presented at the public hearing

scheduled for January 28,2014, ESE hereby respectfully requests the following:

1. That the Commission designate the ESE Venues an ILEV;

2. That pursuant to G.L. c. 23K $ 17(b), the Commission take no further action on

MGM's application for an RFA-2 gaming license until MGM enters into a "fair and

reasonable" ILEV Agreement with ESE;

3. That in the event MGM fails to negotiate an ILEV agreement with ESE in good faith

that the MGM application for an RFA-2 gaming license be denied; and

4. That the Commission take whatever other or further actions as may be necessary or

appropriate under the gaming statute and regulations.

[Sígnøture on Followìng PøgeJ

Respectfu lly submitted,


By Its Attorneys,

Mark D. Cress (BBO f552268)

Bulkley, Richardson and Gelinas, LLP

1500 Maiñ Street, Ste. 2700 P.O. Box 15507

Springfield, MA 01.L1 5-5507

TeL (a13) 272-6255 Fax (413) 785,5060




MGM agrees to work in good faith with ESE to cross-market with and promote

the Venue as follows:

(a) MGM will promote Venue events through on-property marketing

placements and signage (determined in MGM's sole and absolute discretion) at

the Project on a monthly basis during the term of this Agreement. ESE shall

designate (subject to reasonable approval rights of MGM) which Venue events

shall be promoted, and shall provide digital content and/or print ready graphics for this purpose.

(b) MGM will make tickets of the annual BIG E Fair at the Venue

available for purchase online through the Project homepage, on-site at the Projecf and to MGM employees through the M Life Insider Employee portal or

similar in-house employee portal and channels.

(c) MGM will send targeted e-mails promoting events at the Venue as

designated by ESE in accordance with Section 1.1(a) to M Life members in the

Springfield and surrounding areas, the number and frequency of which shall be

determined in MGM's reasonable discretion.

(d) MGM will promote events at the Venue designated in accordance

with Section 1.1(a) through its various social media channels (including Facebook and Twitter), the number and frequency of such social media posts

shall be determined in MGM's reasonable discretion.


205 CMR 126.00:




126.01: Determination of Impacted

I26.01 : f)etermination of Imnacfed

Live Entertainment Venues

Live F,ntertainment


(1) General. The following shall be an impacted live entertainment venue for purposes of

M.G.L. c. 23K and 205 CMR:

(a) A venue located in the commonwealth that has executed an impacted live entertainment

venue agreement with the applicant for a Category I or Category 2 license which agreement

was submitted with the RFA-2 application and is in compliance with M.G.L. c. 23K,


A venue located in the commonwealth that has been designated an impacted live

15(10); or


entertainment venue by the commission under M.G.L. c. 23K, $ 17(b), and 205 CMR 110.01(2) after the submission of an applicant's RFA-2 application upon written request by

the venue for the venue to be designated an impacted live entertainment venue with respect

to the specific gaming establishment.

(2) Impacted Live Entertainment Venue Determination bv Commission. A venue seeking to be designated an impacted live entertainment venue in accordance with 205 CMR 1 10.01(1Xb)

shall submit a written request to the commission no later than ten days after receipt by the

commission of the RFA-2 application for a gaming establishment for which the venue seeks to

be desigrrated an impacted live entertainment venue. The commission will make a determination on the request at an open meeting at least 30 days prior to the public hearing on the application

held pursuant to M.G.L. c. 23K, $ l7(c). In determining whether a venue will be designated as an impacted live entertainment venue, the commission shall ensure that the venue meets the

definition of impacted live entertainment venue as set forth in M.G.L. c.23K, $ 2, and shall, in accordance with M.G.L. c. 23K, $ 4(39), consider factors including, but not limited to, the

venue's distance from the gaming establishment, venue capacity and the type of performances offered by that venue. Further, the commission will consider whether the applicant intends to

include a geographic exclusivity clause in the contracts of entertainers at the proposed gaming

establishment, or in some other way intends to limit the performance of entert¿iners within

Massachusetts. Thecommission'sdeterminationwillbemadeafterareviewoftheentireRFA-2 application submitted by the applicant for a gaming license as well as any independent

evaluations provided by either the venue or otherwise.

(3) Impacted Live Entertainment Venue Agreements. An applicant for a license for a gaming establishment shall negotiate an agreement with each venue determined by the commission to be an impacted live entertainment venue for their proposed gaming establishment. The applicant shall submit to the commission a signed agreernent with each impacted live entertainment venue to its proposed gaming establishment either as part of its RFA-2 application in accordance with

M.G.L. c. 3K, $ 5(10) or the parties shall follow the protocol and procedure outlined in

20s cMR 126.01(4).

(4) Negotiation of an impacted live entertainment venue Agreement after the applicant has submitted an RFA-2 application.

(a) Participation in Process. In accordance with M.G.L. c. 23K, $ 17(b), 205 CMR

126.01(4) provides the protocol and procedure for reaching a fair and reasonable impacted live entertainment venue agreement between the applicant and the venue. Upon being designated an impacted live entertainment venue by the commission in accordance with 205 CMR 126.01(2) the venue and the applicant shall be bound by this procedure. L In the event the applicant shall fail or refuse to participate in the arbitration process set forth in 205 CMR 126.01(a)(c) with any venue determined to be an impacted live

entertainment venue under 205 CMR 126.01(2), the commission may deny the

applicant's RFA-2 application or condition the issuance of the license.


126.01:. continued

2. In the event a venue designated an impacted live entertainment venue fails or refuses

to participate in the arbitration process set forth in 205 CMR l2ó.01(4)(c), the

commission may deem the venue to have waived its designation as an impacted live entertainment venue. Provided, however, the commission may nevertheless impose as a condition on any a Category I or Category 2 license any requirements it deems appropriate for mitigation of negative impacts from the development or operation of a licensed gaming establishment.

3. An applicant or venue may petition the commission at any time for a finding that the

other party has failed or refused to participate in the arbitration process set forth in

205 CMR 126.01(a)(c) and may request a remedy in accordance with 205 CMR

126.01(4)(a)r. or 2. (b) NeeotiatedAqreement.

PursuanttoM.G.L. c.23K, $ l7(b),theapplicantshallnegotiate

a signed agreernent with a venue within 30 days from the impacted live entertainment venue

designationbythecommissioninaccordancewith205CMR126.0l(2). Intheeventthatthe applicant and venue cannot reach an agreement within the 30 day period they shall commencethebindingarbitrationprocedureoutlinedin205CMRl26.0l(4)(c). Theparties,

however, may engage in binding arbitration in accordance with 205 CMR 126.01(4)(c) at any time during that 30 day period.


Bindine Aóitration Procedure.

l. The applicant and impacted live entertainment venue may, by mutual agreement,

engage in this binding arbitration procedure at any time after the date the impacted live entertainment venue determination is made by the commission in accordance with

205 CMR 126.01(2). Provided, however, the parties must engage in this binding

arbitration procedure if no impacted live entertainment venue agreement is filed with the commission within 30 days of the date the designation is made by the commission in accordance with 205 CMR 126.01(2).

2. The parties shall file with the commission a notice of intent to commence arbitration

prior to selecting an arbitrator.

3. No later than five days after the passage of 30 days since the designation is made by

the commission in accordance with 205 CMR 126.01(2) the parties shall select a neutral arbitrator and submit their best and final offer for an impacted live entertainment venue


If they cannot mutually select such single arbitrator, each party shall select one neutral,

independent arbitrator who shall then mutually choose a third neutral, independent

arbitrator. [n the event that a third neutral, independent a¡bitrator is not selected within

the five day period, the commission or its designee shall select the third neutral,

independent arbitrator. The three arbitrators shall preside over the matter and resolve all

issues, including the final decision, by majority vote.

c.23K,$ l5(10)tothearbitratorandtotheotherparty.

4. [n conjunction with the filing of its best and final offer submitted in accordance with

205 CMR 126.01(a)(c)3., the applicant shall submit a copy of the impacted live

entertainment venue agreements, if an¡ it has executed with other venues concerning the

applicant's proposed gaming establishment. Either parry may submit executed impacted live entertainment venue agreements from other proposed gaming establishments in the Commonwealth which the party considers relevant.

5. The reasonable fees and expenses of the single arbitrator shall be paid by the

applicant. [n the event that three arbitrators are engaged, two thirds of the reasonable fees and expenses shall be paid by the applicant andl/g shall be paid by the venue.

6. Within 20 days after receipt of the parties' submissions under 205 CMR

126.01(4)(c)3., the arbitrator(s) shall conduct anynecessaryproceedings andfilewith the commission, and issue to the parties, a report speciffing the terms of the impacted live entertainment venue agreement between the applicant and the venue. In reaching the final decision, the arbitrator(s) shall select the best and final offer of one of the parties and incorporate those terms into the report. The arbitrator(s) may make adjustments to

the best and final offer only if necessary to ensure that the report is consistent with

M.G.L. c.23K.


126.01: continued

7. Nolaterthanfivedaysaftertheissuanceoftherçortofthearbinator(s)asprovided

in 205 CMR 126.01(a)(c)6., the parties shall sign an impacted live.rntertainment


agreement and fïle it with the commission in accordance with M.G.L. c. 23K, $ 15(10)

and205 CMR 126.01(3) orthearbitrato/s report shallbe deemedto betheimpactedlive

entertainment venue agreement between the parties.


205 CMR 126.00: M.G.L. c.23K, $$ 4(37),4(39),5,and77.



From: "Mathis,


Michael" (<>>

February 19, 201,4 aL 5:31:59 PM EST

To: "Cassidy,

Cc :

<j ill


Eugene" <<>>

" j if I . griffinG state . ma. us<mail-to : j iÌ1 . grif finG state . ma. us)"

. us<mailto: j iIf.

RE: Opening a dialogue us>>


Thank you for reaching out.

FoJ-J-owing yesterday's meeting, I have been working on a revised agreement with our team

consistent with

the Commission's direction,

which I

plan to

get to you by end of


tomorrow for your review.

V'Iith respect to the various other points raised in your emaiJ-, I think it


for me to respond to any of them, other than to


Ms. Griffin,

our agreement should not be one-sided.

Commissioners befieve it

woufd be

confirm your view that

or the

Commission staff,

woufd be appropriate to discuss the history of our negotiations,

Otherwise, I believe yesterday's record, the


under the 1aw speak for themself.

you have reviewed our

proposed agreement. f

had some unspecified

to me in

I am happy to provide them that detai].

and the parties'

PJ-ease feef free to contact me after

consul-tant's findings,

understand from

comments you made in the press yesterday that you


the future as you did in this instance.

f am available

starting Wednesday of next week to meet in

reaching our representatives in the

by ema1l and on my cell

past so please reach out directly

phone, and wif-l

person if

be in the Springfield area



Michael Mathis

President - MGM


4882 Frank Sinatra


Dr. I Las Vegas, Nevada 89158

+I 102 590-5581 | Cel-l , +L 102 525-1100

mmathi s Gmgmresort s . com(mai l-to : mmathi s Gmgmresort s . com)

IDescription: cid: image002. gifG01CD7545. 06E5F760]


Cassidy, Eugene


19, 20L4 1,2:47


Sent: Wednesday, February

To: Mathis, Michael-

Cc :

j i11.

Subject: Opening a dialogue

us<mail-to : j i11. us>

Dear Michael-:

T trust

you are disappointed, as I am, with the outcome of yesterday's

been ongoing or

beneficial relationship

hearing before the

with regard to


Gaming Commission.

intends to take

Even though I'm somewhat encouraged to once again hear that MGM

between MGM and Eastern States

advantage of the additionaf time al-l-owed by the Commission to try to

do not believe it

is accurate as suggested in today's newspaper

that there has been meaningful discussion

reach an agreement, I

that talks have

deveJ-oping a mutualÌy


and others responsibfe for protecting

change over the coming week.

the interests of the Exposition are hopeful that

any discussions to be as


productive as


fn order to avoid confusion and in order for

possible, T believe it

is ì-mportant for MGM to recognize the


Commissioner Crosby had it


when he described ILEV status as an "on-off The Commission's consultant simply got it

switch"-you either are

or aren't an ILEV.

htrong when he suggested that the Exposition venues shoul-d only be considered an ILEV

during the Big E fair

bel-ieves its

venues fit

and for some short period beforehand

and afterward.

and, without a fair

The Exposition

precisely within the defj-nition of an ILEV under the gaming law

venues and the Exposition

and reasonable agreement with MGM, both the


could no doubt suffer

negative impacts from the devefopment and operation

of a casj-no in Springfield.

2. As an

applicant for a casino license, MGM has an affirmative

the Exposition to discuss a fair

obligation under

the l-aw to meet with

offering a very

and only after Eastern

failed to satisfy

and reasonable mitigation plan.


MGM has

one-sided agreement at the fast minute on a take-it-or-1eave-j-t


States Exposition



was forced to fife

an ILEV petition,

order to be awarded the only western Massachusetts

casino l-icense.


? Regardless

the coming week

of whether we are abl-e to negotiate an acceptable agreement durinq

ul-timately issues a rufing


to the Exposition,

including in court, if

or the Commission

we are prepared to continue to vigorously advocate our position

necessary. hle feel- that the.l-aw and the record are both on our side, and sincerely

believe that the lssues invol-ved are critical enough to the short the institution to justify such action.

and long-term health of

I hope you are able to understand and appreciate the spirit

severa.l- days and I wil-l-

of this attempt to initiate


an honest dialogue that wil-l- be mutually beneficial- to our respective organizations.

woul-d appreciate it


you would fet me know when you are availabl-e to meet in the next

do my best to accommodate your schedul-e.

Thank you.

Gene Cassidy




Americar s Prémier


Cel-ebratinq Industry, Aqriculture and Education since 1916

The Big E!

Executive Officer

September 1-2 to 28, 2014 EUGENE J. CASSIDY, CFE President and Chief


413-7 31 -2443


us at

www. Lhe¡¡-ige. conchttp: //www. thebige. com>

This e-mail transmission cÕntains

intended recipient please notify


information that is co¡rfidential.

the sender immediately by



are not the and defete al-J"

return e-mail-



From: Cassidy, Eugene

Sent: Saturday, February]

22, 2014 3:23 PM

To: Mathis, Michaef

Cc: Cress,



Mark; Nosal, Jed M. (;

us,' Chase Donaf d R.


Cassidy, Eugene

Nastasia, Martin T.;

. grif f


Re: Proposed ESE Bl-ue Tarp Cross-Marketing Agreement

Greetings Mike.


was nice to finally

be abfe to tafk with you on the phone


J-ast night. However, I find

after a

myself at a dj-fficuÌt

funeral- 85 mifes

working from an iphone in a church parking lot

from my office,

whife our attorney is on a long planned family ski trlp

an agreement between my organization and MGM. It

in Northern Maine:

trying to craft

simply cannot be accompfished by Monday.

That said, we must make

powerful five

progress so aftow this:

ESE has long been

the biggest most

entertainment attraction

j-n the region and I believe ESE can partner with

MGM in a mutuafl-y

beneficial way that hel-ps buil-d MGMrs business whil-e helping to protect

ESE, a business which provides economic horsepower to the

and keep secure the business of


We both must prosper for the region to prosper. fmperil ESE, and the region suffers.

ESE has proven its

expansive history

with stewardship

of economic return to this area. It

MUST be noted;

we are stewards. And


comes a duty beyond that which focuses on banks,

a duty to the public.



We are a public interests of the

j-nstitution. charity


give MGM a vested

and stockholders, we have

as such we first



and foremost. have a duty to

impacts as a resuJ-t

proposal to "partner" with MGM was intended to accompfish that by co-

certain entertainment events that woul-d

sponsoring and co-promoting

interest in the success of

likefihood of negative


simil-ar venues,

those events. That vested interest would also decrease the

of competition from MGM for simifar acts in

around the time of and during the Big E fair.

VrIe are unique among would-be peers.



entertainment business

partnershì-p agreement where MGM

I have repeated

over-and-over again the term

I bel-ieve that with the draw-pob/er of MGM you

quest to attract



rate entertainers.

more.) V'le


can assist us in the ever-

can al-so put us out of the

$200k to $300k. Tn a

where we share

spoke about acts that cost

assists ESE to bring acts to the region,

as partners in the overhead

by both parties,

that paid attention to the need for advertizing silence to respect the business of the

other party, one in which your name coul-d be used in associatíon with ours as a promoting

and receipts, which

coufd mean a subsidy that woufd be shared

or no subsidy at all

depending upon success of the event. An agreement

I befieve this woufd be a

"sponsor" and vice versa to "sef-L"

our respective properties.

far more productive arrangement for both parties

E "bfackout" arrangement advocated by the

compared to the pre, post and during Big

Commission's consuftant.

As I said in our board room at the Brooks

thj-s". But I need your attention,

Building in January¡ "there is something to

in this

creative thj-nking, and secure interests

organization. Neither me nor my board can pì-ay fast or loose with this 100 year o1d


that plays one of the top TEN most important rol-es in this region's economy.

We need MGM's support.

We were forced to seek protective status because we received not one moment of attentions

from MGM. I now ask that

you consent to the Commission's designation of ESE as an ILEV,



with MGM as stewards for this

a mutuafly beneficial agreement.

and f give you our commitment that we witl

region in the

next 30 days to solidify

Thank you, partner.


Alf the best,


This message


emanates from a hand hel-d device.

Pfease forgive speÌling. punctuation and

issues as well as any perceived curtness.

> On Feb 21, 2014, at 4:00 PM, I'Mathis, Michael" <>

> Gene, thanks. Let's tal-k at 5:30 your time. Irl-f send around a

> call-in to this group (excluding,

> Jitl)