S-4/A

As filed with the Securities and Exchange Commission on October 17, 2007

Registration No. 333-144239

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tropicana Entertainment, LLC

and the guarantors listed below

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7990	20-5319263
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

740 Centre View Blvd., Crestview Hills, Kentucky 41017

(859) 669-1500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Tropicana Finance Corp.

and the guarantors listed below

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7990	20-5654040
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

740 Centre View Blvd., Crestview Hills, Kentucky 41017

(859) 669-1500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Donna B. More, Esq.

Vice President, General Counsel and Secretary

Tropicana Entertainment, LLC and Tropicana Finance Corp.

740 Centre View Blvd., Crestview Hills, Kentucky 41017

(859) 669-1500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Kenneth J. Baronsky, Esq.

Milbank, Tweed, Hadley & McCloy LLP

601 S. Figueroa Street, 30^th Floor

Los Angeles, California 90017

(213) 892-4000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name of Additional	State or Other Jurisdiction of	Primary Standard Industrial		I.R.S. Employee
Registrant*	Incorporation or Formation	Classification Code Number		Identification Number
St. Louis Riverboat Entertainment, Inc.	Missouri		7990		61-1243514
Columbia Properties Laughlin, LLC	Nevada		7990		87-0699651
CP Laughlin Realty, LLC	Delaware		7990		20-0109621
Columbia Properties Vicksburg, LLC	Mississippi		7990		38-3680199
JMBS Casino LLC	Mississippi		7990		01-0586282
Columbia Properties Tahoe, LLC	Nevada		7990		20-2741611
CP Baton Rouge Casino, L.L.C.	Louisiana		7990		20-3009608
Argosy of Louisiana, Inc.	Louisiana		7990		72-1265121
Jazz Enterprises, Inc.	Louisiana		7990		72-1214771
Centroplex Centre Convention Hotel, L.L.C.	Louisiana		7990		72-1452613
Catfish Queen Partnership in Commendam	Louisiana		7990		72-1274791
Tahoe Horizon, LLC	Delaware		7990		20-5319418
Aztar Corporation	Delaware		7990		86-0636534
Aztar Indiana Gaming Corporation	Indiana		7990		86-0741802
Aztar Riverboat Holding Company, LLC	Indiana		7990		36-4335055
Aztar Missouri Gaming Corporation	Missouri		7990		86-0738819
Aztar Indiana Gaming Company, LLC	Indiana		7990		36-4335060
Aztar Development Corporation	Delaware		7990		86-0740834
Ramada New Jersey Holdings Corporation	Delaware		7990		86-0494055
Atlantic-Deauville Inc.	New Jersey		7990		22-1772629
Adamar Garage Corporation	Delaware		7990		86-1641225
Ramada New Jersey, Inc.	New Jersey		7990		86-0405687
Adamar of New Jersey, Inc.	New Jersey		7990		86-0357263
Manchester Mall, Inc.	New Jersey		7990		86-0381050
Tropicana Express, Inc.	Nevada		7990		88-0220806

* Address and telephone number of principal executive offices are the same as those for Tropicana Entertainment, LLC and Tropicana Finance Corp.

The information in this prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities described herein and it is not soliciting any offers to buy such securities in any state where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 17, 2007

PROSPECTUS

TROPICANA ENTERTAINMENT, LLC

TROPICANA FINANCE CORP.

OFFER TO EXCHANGE ALL OUTSTANDING 95/8% SENIOR SUBORDINATED

NOTES DUE 2014 FOR 95/8% SENIOR SUBORDINATED NOTES DUE 2014

The exchange offer will expire at 5:00 p.m., New York City time, on          , 2007, the 30th day following the date of this prospectus, unless we extend the exchange offer in our sole and absolute discretion.

Tropicana Entertainment, LLC and Tropicana Finance Corp., or the co-issuers, are offering to exchange up to $960.0 million aggregate principal amount of their currently outstanding 95/8% Senior Subordinated Notes due 2014 issued in a private offering on December 28, 2006, or the outstanding notes, which are subject to certain transfer restrictions, for up to $960.0 million aggregate principal amount of their registered 95/8% Senior Subordinated Notes due 2014, or the exchange notes. We refer to the outstanding notes and the exchange notes collectively as the notes.

The exchange notes will be substantially identical to the outstanding notes except that the exchange notes will be registered under the federal securities laws, and therefore will not bear any legend restricting their transfer, and the holders of the exchange notes will not be entitled to most of the rights under the registration rights agreement further described herein. The exchange notes will represent the same debt as the outstanding notes and will be issued under the same indenture (which we refer to as the indenture) under which the outstanding notes were issued.

The exchange notes will bear interest from the most recent interest payment date for which interest has been paid on the outstanding notes. Interest on the exchange notes will be paid on June 15 and December 15 of each year, commencing on December 15, 2007. The exchange notes will mature on December 15, 2014. Prior to December 15, 2010, we may redeem some or all of the exchange notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and the “make-whole” premium set forth in this prospectus. On or after December 15, 2010, we may redeem some or all of the exchange notes at the redemption prices set forth in this prospectus. We may also redeem up to 35% of the aggregate principal amount of the exchange notes using net proceeds from certain equity offerings completed on or prior to December 15, 2009 at the redemption price set forth in this prospectus. In addition, the exchange notes are subject to mandatory disposition and redemption requirements following certain determinations by gaming authorities.

The exchange notes will be the co-issuers’ unsecured senior subordinated obligations. The obligations of Tropicana Entertainment, LLC and Tropicana Finance Corp. with respect to the exchange notes will be joint and several. The exchange notes will be guaranteed by certain of the co-issuers’ existing and future domestic subsidiaries, as well as by (i) CP Laughlin Realty, LLC, a Delaware limited liability company, and Columbia Properties Vicksburg, LLC, a Mississippi limited liability company, each of which is an affiliate of Tropicana Entertainment, LLC but not a subsidiary of Tropicana Entertainment, LLC, and (ii) JMBS Casino LLC, a Mississippi limited liability company which is an affiliate of the Yung family but not a subsidiary of Tropicana Entertainment, LLC. The exchange notes will not be guaranteed by Greenville Riverboat, LLC, a Mississippi limited liability company and a direct subsidiary of Tropicana Entertainment, LLC that it does not wholly own, although Greenville Riverboat, LLC is subject to the restrictive covenants contained in the indenture. In addition, the exchange notes will not be guaranteed by the subsidiaries of Tropicana Entertainment, LLC that hold the assets and operations relating to the Tropicana Resort and Casino — Las Vegas.

The exchange notes and the guarantees will rank junior in right of payment to all of the co-issuers’ and the guarantors’ existing and future senior indebtedness, including indebtedness under the senior secured credit facility further described herein. The exchange notes and the guarantees will rank equally in right of payment with any of the co-issuers’ and the guarantors’ existing and future unsecured senior subordinated indebtedness, including the outstanding notes, and will rank senior in right of payment to all of the co-issuers’ and the guarantors’ existing and future unsecured subordinated indebtedness. The exchange notes and the guarantees will be effectively subordinated to all of the co-issuers’ and the guarantors’ secured indebtedness to the extent of the value of the assets securing such indebtedness.

We will exchange the exchange notes for all outstanding notes that are validly tendered and not withdrawn pursuant to the exchange offer. You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer. The exchange of outstanding notes for exchange notes should not be a taxable transaction for U.S. federal income tax purposes, but you should see the discussion under the caption “Certain U.S. Federal Income Tax Considerations” for more information. We will not receive any proceeds from the exchange offer. Holders of outstanding notes will not have any appraisal or dissenters’ rights in connection with the exchange offer. Outstanding notes not exchanged in the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but, except under certain circumstances, will have no further exchange or registration rights under the registration rights agreement. We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for them to be quoted on any quotation system. There is no established trading market for the exchange notes.

See the section entitled “Risk Factors” for a discussion of risks you should consider prior to tendering your outstanding notes for exchange.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

NONE OF THE SECURITIES AND EXCHANGE COMMISSION, ANY GAMING AUTHORITY OR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is          , 2007.

TABLE OF CONTENTS

	Page
Forward Looking Statements		iii
Presentation of Information		iii
Financial Statement Presentation		v
Prospectus Summary		1
Risk Factors		25
The Exchange Offer		50
Use of Proceeds		58
Ratio of Earnings to Fixed Charges		59
Capitalization		60
Unaudited Pro Forma Consolidated Financial Presentation		61
Selected Historical Financial Data — Tropicana Entertainment and Tropicana Casinos and Resorts		69
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts		71
Selected Historical Financial Data — Columbia Properties Vicksburg		95
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Columbia Properties Vicksburg		97
Selected Historical Financial Data — JMBS Casino		103
Management’s Discussion and Analysis of Financial Condition and Results of Operations — JMBS Casino		105
Selected Historical Consolidated Financial Data — Aztar		110
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Aztar		112
Business		128
Regulation and Licensing		155
Management		163
Security Ownership of Certain Beneficial Owners and Management		170
Certain Relationships and Related Party Transactions		171
Description of Other Indebtedness		179
Description of The Exchange Notes		185
Certain U.S. Federal Income Tax Considerations		236
Plan of Distribution		241
Legal Matters		241
Experts		241
Where You Can Find More Information		242
Index to Financial Statements		F-1
Purchase Agreement
Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc.
Amendment to Articles of Incorporation
Amendment to Articles of Incorporation
Bylaws of Caruthersville Riverboat Entertainment, Inc.
Certificate of Amended and Restated Articles of Organization
Limited Liability Company Agreement
Certificate of Formation of CP Laughlin Realty, LLC
Certificate of Amendment to the Certificate of Formation
Limited Liability Company Agreement
First Amendment to Limited Liability Company Agreement
Certificate of Formation of Columbia Properties Vicksburg, LLC
Limited Liability Company Agreement
First Amendment to Limited Liability Company Agreement
Certiciate of Formation of JMBS Casino LLC
Limited Liability Company Agreement
First Amendment to Limited Liabilty Company Agreement
Articles of Organization of Columbia Properties Tahoe, LLC
Amended and Restated Articles of Organization
Limited Liability Company Agreement
First Amendment to Limited Liability Company Agreement
Articles of Organization of CP Baton Rouge Casino, L.L.C.
Limited Liability Company Agreement
Articles of Incorporation of Argosy of Louisiana, Inc.
Bylaws of Argosy of Louisiana, Inc.
Articles of Incorporation of Jazz Enterprises, Inc.
Bylaws of Jazz Enterprises, Inc.
Articles of Organization of Centroplex Centre Convention Hotel, L.L.C.
Amended and Restated Articles of Organization
Amended and Restated Operating Agreement of Centroplex Centre Convention Hotel, L.L.C.
First Amendment to Amended and Restated Operating Agreement
Amended and Restated Articles of Partnership
Certificate of Formation of Tahoe Horizon, LLC
Certificate of Amendment to the Certificate of Formation
Limited Liability Company Agreement of Tahoe Horizon, LLC.
First Amendment of Limited Liabilty Company Agreement
Restated Certificate of Incorporation
Restated Certificate of Incorporation
Second Amended and Restated Bylaws of Aztar Corporation
Articles of Incorporation of Aztar Indiana Gaming Corporation
Articles of Amendment to the Articles of Incorporation
Bylaws of Aztar Indiana Gaming Corporation
Articles of Incorporation of Aztar Riverboat Holding Company, LLC
Operating Agreement
First Amendment to Limited Liability Company Agreement
Articles of Incorporation of Aztar Missouri Gaming Corporation
Bylaws of Aztar Missouri Gaming Corporation
Articles of Organization of Aztar Indiana Gaming Corporation
Limited Liability Company Agreement
Amendment No. 1 to Limited Liability Company Agreement
Amendment No. 2 to Limited Liability Company Agreement
Certificate of Incorporation of Aztar Development Corporation
Bylaws of Aztar Development Corporation
Certificate of Incorporation of Ramada New Jersey Holdings Corporation
Certificate of Amendment to the Certificate of Incorporation
Certificate of Amendment to the Certificate of Incorporation
Certificate of Amendment to the Certificate of Incorporation
Certificate of Amendment to the Certificate of Incorporation
Bylaws of Ramada New Jersey Holdings Corporation
Certificate of Incorporation of Atlantic-Deauville Inc.
Bylaws of Atlantic-Deauville Inc.
Certificate of Incorporation of Adamar Garage Corporation
Bylaws of Adamar Garage Corporation
Certificate of Incorporation of Ramada New Jersey, Inc.
Certificate of Amendment to the Certificate of Incorporation
Bylaws of Ramada New Jersey, Inc.
Certificate of Incorporation of Adamar of New Jersey, Inc.
Certificate of Amendment to the Certificate of Incorporation
Certificate of Amendment to the Certificate of Incorporation
Certificate of Amendment to the Certificate of Incorporation
Amended and Restated Bylaws
Certificate of Incorporation of BNB Mobe-Homes, Inc.
Certificate of Amendment to the Certificate of Incorporation of BNB Mobe-Homes, Inc.
Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc.
Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc.
Bylaws of Manchester Mall, Inc.
Articles of Incorporation of Ramada Station, Inc.
Certificate of Amendment to the Articles of Incorporation
Certificate of Amendment to the Articles of Incorporation
Certificate of Amendment to the Articles of Incorporation
Bylaws of Ramada Station, Inc.
Second Supplmenetal Indenture
Opinion of Milbank, Tweed, Hadley & McCloy LLP
Amendment No. 1, Consent, Waiver and Agreement
Amendment No. 1 to the Credit Agreement
Contract of Lease
First Amendment to Contract of Lease
Second Amendment to Contract of Lease
Sale and Assigment of Lease
Contract of Lease
Amendment of Lease
Contract of Lease
Amendment of Lease
Sale and Assigment of Leases
Amended and Restated Lease Agreement
Assignment and Assumption of Lease
First Amendment to Amended and Restated Lease Agreement
Second Amendment to Amended and Restated Lease Agreement
Sublease Agreement
First Amendment to Sublease Agreement
Amended and Restated Master Agreement of Purchase and Sale
Dockage Agreement
First Amendment to Dockage Agreement
Second Amendment to Dockage Agreement
Third Amendment to Dockage Agreement
Assignment of Yacht Club Dockage Agreement and License Agreement
Consent Agreement
Fourth Amendment to Dockage Agreement
Lease Agreement
Agreement Granting Moorage and Other Rights
Assignment of Agreement Granting Moorage and Other Rights
Assignment
Lease Agreement
Assignment of Agreement Granting Moorage and Other Rights
Agreement Granting Moorage, Dockage, Berthing and Other Rights
Assignment of Agreement Granting Moorage, Dockage, Berthing and Other Rights
Charter Party Agreement
First Amendment to Charter Party Agreement
Second Amendment to Charter Party Agreement
Hotel Lease
First Amendment to Hotel Lease
Second Amendment to Hotel Lease
Evansville Riverboat Landing Lease
Amendment to Evansville Riverboat Landing Lease
Second Amendment to Evansville Riverboat Landing Lease
Memorandum of Understanding
Memorandum of Understanding
Memorandum of Understanding
Memorandum of Understanding
Third Amendment to Evansville Riverboat Landing Lease
Fourth Amendment to Evansville Riverboat Landing Lease
Lease Agreement
First Amendment to Lease Agreement
Second Amendment to Lease Agreement
Third Amendment to Lease Agreement
Fourth Amendment to Lease Agreement
Fifth Amendment to Lease Agreement
Collective Bargaining Agreement
Labor Agreement
Labor Agreement
Collective Bargaining Agreement
Collective Bargaining Agreement
Calculation of Ratio of Earnings to Fixed Charges
Consent of Ernst & Young LLP
Consent of Ernst & Young LLP
Consent of Ernst & Young LLP
Consent of Ernst & Young LLP
Consent of Ernst & Young LLP
Consent of Ernst & Young LLP
Consent of PricewaterhouseCoopers LLP
Consent of Deloitte & Touche LLP

THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT THE COMPANY THAT IS NOT INCLUDED OR DELIVERED WITH THIS PROSPECTUS. SUCH INFORMATION IS AVAILABLE WITHOUT CHARGE TO SECURITY HOLDERS UPON WRITTEN OR ORAL REQUEST TO DONNA MORE, TROPICANA ENTERTAINMENT, LLC AND TROPICANA FINANCE CORP., 740 CENTRE VIEW BLVD., CRESTVIEW HILLS, KENTUCKY 41017, (859) 669-1500. TO OBTAIN TIMELY DELIVERY SECURITY HOLDERS MUST REQUEST THIS INFORMATION AS SOON AS PRACTICABLE, BUT IN ANY EVENT NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. See “Plan of Distribution.”

You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell the securities offered hereby. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information in this prospectus may only be accurate as of the date on the front cover of this prospectus.           

Industry and market data used throughout this prospectus were obtained through company research, surveys and studies conducted by third parties and industry and other publications. While we believe that such third-party industry and market data are reasonable and reliable, we have not independently verified the same. Similarly, our internal research is based upon our understanding of industry conditions, and such information has not been verified by any independent sources.

ii

FORWARD LOOKING STATEMENTS

This prospectus includes forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, without limitation, the statements under “Prospectus Summary,” “Risk Factors,” each “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and “Business.” Management has based these forward looking statements on its current expectations about future events. The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions are intended to identify forward looking statements. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. In addition to the risk factors identified elsewhere in this prospectus, important factors that could cause actual results or events to differ materially from those contemplated by such forward looking statements include, without limitation:

•  the financial performance of our business;

•  legislative and regulatory matters, changes in government regulation and regulatory action, including, without limitation, potential (1) legalization of gaming in additional states or (2) tax increases in our states of operation;

•  increased competition in our markets;

•  general business conditions, including competitive practices and changes in customer demand, and general economic conditions that impact the performance of our operations;

•  the cyclical nature of the gaming and hospitality businesses; and

•  adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves.

All forward looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

PRESENTATION OF INFORMATION

In this prospectus, unless the context otherwise requires:

•  “Acquisition Financing Transactions” refers to the offering of the outstanding notes and the entering into of, and initial borrowings under, the senior secured credit facility and the Las Vegas secured loan.

•  “affiliate guarantors” refers to Realty and CP Vicksburg, affiliates of Tropicana Entertainment but not subsidiaries of Tropicana Entertainment that guarantee the outstanding notes and will guarantee the exchange notes, and JMBS Casino, an affiliate of the Yung family but not a subsidiary of Tropicana Entertainment that guarantees the outstanding notes and will guarantee the exchange notes.

•  “Aztar” refers to Aztar Corporation.

•  “Aztar Acquisition” refers to the acquisition of Aztar.

•  “Aztar Missouri Riverboat Gaming Company” refers to Aztar Missouri Riverboat Gaming Company, L.L.C., which holds Casino Aztar Caruthersville in Caruthersville, Missouri.

iii

•  “Columbia Sussex” refers to Columbia Sussex Corporation, an affiliate of Tropicana Entertainment that is controlled by Mr. William J. Yung, III, who indirectly holds all of the equity interests in Tropicana Entertainment.

•  “CP Vicksburg” refers to Columbia Properties Vicksburg, LLC, an affiliate guarantor.

•  “JMBS Casino” refers to JMBS Casino LLC, an affiliate guarantor.

•  “JMBS Trust” refers to JMBS Casino Trust, a trust created for the benefit of the children of Mr. William J. Yung, III that is subject to the control of his children.

•  “Realty” refers to CP Laughlin Realty, LLC, an affiliate guarantor.

•  “restricted group” refers to those entities that are subject to the restrictive covenants contained in the indenture. The restricted group includes the affiliate guarantors and Tropicana Entertainment and its consolidated subsidiaries other than the subsidiaries that hold the assets and operations relating to the Tropicana Resort and Casino — Las Vegas.

•  “Transactions” refers to the Aztar Acquisition, the Acquisition Financing Transactions (including the refinancing of certain of Tropicana Casinos and Resorts’, Aztar’s and the affiliate guarantors’ indebtedness) and the corporate reorganization described under “Prospectus Summary — Corporate Reorganization” and under “Business — Corporate Reorganization.”

•  “Tropicana Entertainment” refers to Tropicana Entertainment, LLC. Tropicana Entertainment, LLC was formerly named Wimar OpCo, LLC. On February 12, 2007, its name was changed to Tropicana Entertainment, LLC.

•  “Tropicana Finance” refers to Tropicana Finance Corp., a direct wholly-owned subsidiary of Tropicana Entertainment and a co-issuer of the notes. Tropicana Finance Corp. was formerly named Wimar OpCo Finance Corp. On February 12, 2007, its name was changed to Tropicana Finance Corp.

•  “we,” “us,” “our” and “the company” refer to Tropicana Entertainment together with, unless the context otherwise requires, all of its consolidated subsidiaries (and, unless the context otherwise requires, such references give effect to the Aztar Acquisition and the contribution of certain gaming operations by Tropicana Casinos and Resorts to Tropicana Entertainment substantially concurrently with the consummation of the Aztar Acquisition pursuant to the corporate reorganization described under “Prospectus Summary — Corporate Reorganization” and “Business — Corporate Reorganization”) and the affiliate guarantors.

•  “Tropicana Entertainment Holdings” refers to Tropicana Entertainment Holdings, LLC, a direct wholly-owned subsidiary of Tropicana Casinos and Resorts, and the direct parent of Tropicana Entertainment Intermediate Holdings. Tropicana Entertainment Holdings, LLC was formerly named Wimar OpCo Holdings, LLC. On February 12, 2007, its name was changed to Tropicana Entertainment Holdings, LLC.

•  “Tropicana Entertainment Intermediate Holdings” refers to Tropicana Entertainment Intermediate Holdings, LLC, the direct parent of Tropicana Entertainment. Tropicana Entertainment Intermediate Holdings, LLC was formerly named Wimar OpCo Intermediate Holdings, LLC. On February 12, 2007, its name was changed to Tropicana Entertainment Intermediate Holdings, LLC.

•  “Tropicana Casinos and Resorts” refers to Tropicana Casinos and Resorts, Inc., Tropicana Entertainment’s ultimate parent. Tropicana Casinos and Resorts was formerly named Wimar Tahoe Corporation. On February 12, 2007, its name was changed to Tropicana Casinos and Resorts, Inc.

iv

FINANCIAL STATEMENT PRESENTATION

This prospectus includes interim financial statements of Tropicana Entertainment for the six months ended June 30, 2007. In addition, this prospectus includes historical financial statements of Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent company and predecessor. In connection with the corporate reorganization conducted by Tropicana Casinos and Resorts as described under the caption “Prospectus Summary — Corporate Reorganization” and “Business — Corporate Reorganization,” Tropicana Casinos and Resorts contributed to Tropicana Entertainment substantially all of its gaming properties. In the corporate reorganization, Tropicana Casinos and Resorts did not contribute to Tropicana Entertainment (i) the assets relating to its subsidiary that owns its riverboat casino formerly located in New Orleans, Louisiana and then named the Belle of Orleans (which has since been re-branded as the Amelia Belle Casino and which we refer to as the New Orleans riverboat), which was temporarily decommissioned as a result of damage it sustained during Hurricane Katrina in August 2005 and was subsequently redeployed in Amelia, Louisiana in May 2007, and (ii) the gaming assets and operations at the Casuarina Las Vegas Casino, a casino located in leased space in a hotel property that is managed by Columbia Sussex and owned by an affiliate of Columbia Sussex. Accordingly, the historical financial statements of Tropicana Casinos and Resorts reflect the New Orleans riverboat and the gaming assets and operations at the Casuarina Las Vegas Casino as discontinued operations. See Note 1 to the audited consolidated financial statements of Tropicana Casinos and Resorts included elsewhere in this prospectus.

This prospectus also includes historical financial statements of Aztar. Immediately following the Aztar Acquisition, Tropicana Entertainment distributed the membership interests of Aztar Missouri Riverboat Gaming Company, which holds the Casino Aztar Caruthersville in Caruthersville, Missouri and was formerly a wholly-owned subsidiary of Aztar, to Tropicana Casinos and Resorts. On June 10, 2007, Tropicana Casinos and Resorts sold Aztar Missouri Riverboat Gaming Company to Isle of Capri Casinos, Inc., or Isle of Capri. As a result, Aztar Missouri Riverboat Gaming Company is not a subsidiary of Tropicana Entertainment and is no longer a subsidiary of Aztar or Tropicana Casinos and Resorts. Accordingly, the historical financial statements of Aztar reflect Aztar Missouri Riverboat Gaming Company as a discontinued operation. See Note 17 to the audited consolidated financial statements of Aztar included elsewhere in this prospectus.

This prospectus also includes separate interim financial statements for the six months ended June 30, 2007 and historical financial statements of CP Vicksburg and JMBS Casino, affiliate guarantors that guarantee the outstanding notes, and will guarantee the exchange notes, but that are not subsidiaries of Tropicana Entertainment.

This prospectus also includes separate interim financial statements for the six months ended June 30, 2007 and historical financial statements of Realty, an affiliate guarantor that guarantees the outstanding notes, and will guarantee the exchange notes, but that is not a subsidiary of Tropicana Entertainment. However, as Realty is a variable interest entity of which Tropicana Casinos and Resorts was the primary beneficiary prior to the corporate reorganization and of which Tropicana Entertainment became the primary beneficiary thereafter, historical financial information with respect to Realty is already reflected in the consolidated financial statements of Tropicana Entertainment and Tropicana Casinos and Resorts included elsewhere in this prospectus.

This prospectus also includes separate historical financial statements of Argosy of Baton Rouge, which Tropicana Casinos and Resorts acquired in October 2005 and thereafter renamed the Belle of Baton Rouge, from January 1, 2004 to October 24, 2005, the last date on which the property was owned and operated by the seller. The results of operations of the Belle of Baton Rouge for that portion of the year ended December 31, 2005 following its acquisition, and for the entire year ended December 31, 2006 are reflected in Tropicana Casinos and Resorts’ audited consolidated financial statements for the years ended December 31, 2005 and December 31, 2006 respectively. In connection with the corporate reorganization conducted by Tropicana Casinos and Resorts as described under the caption “Prospectus Summary — Corporate Reorganization” and “Business — Corporate Reorganization,” Tropicana Casinos and Resorts contributed the Belle of Baton Rouge to Tropicana Entertainment on January 3, 2007. Accordingly, the

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results of operations of the Belle of Baton Rouge are reflected in Tropicana Entertainment’s consolidated financial statements for the six months ended June 30, 2007.

This prospectus also includes a separate statement of direct revenues and expenses of Desert Palace, Inc., the former owner of Caesars Tahoe, for the period from January 1, 2005 to June 10, 2005. Tropicana Casinos and Resorts acquired the Caesars Tahoe property in June 2005 and thereafter renamed it the MontBleu. The results of operations of the MontBleu for that portion of the year ended December 31, 2005 following its acquisition, and for the entire year ended December 31, 2006 are reflected in Tropicana Casinos and Resorts’ audited consolidated financial statements for the years ended December 31, 2005 and December 31, 2006 respectively. In connection with the corporate reorganization conducted by Tropicana Casinos and Resorts as described under the caption “Prospectus Summary — Corporate Reorganization” and “Business — Corporate Reorganization,” Tropicana Casinos and Resorts contributed the MontBleu to Tropicana Entertainment on January 3, 2007. Accordingly, the results of operations of the MontBleu are reflected in Tropicana Entertainment’s consolidated financial statements for the six months ended June 30, 2007.

This prospectus does not include stand-alone historical financial statements for the restricted group presented on a consolidated basis as such a consolidated presentation would not comply with generally accepted accounting principles in the United States, or GAAP. In addition, this prospectus does not present financial information for the restricted group on a combined basis. Instead, as described above, this prospectus presents financial information independently for each of the affiliate guarantors and Tropicana Entertainment or, for certain historical periods, Tropicana Casinos and Resorts. However, financial information for Tropicana Entertainment and Tropicana Casinos and Resorts presented in this prospectus does not exclude data with respect to the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Resort and Casino — Las Vegas, which are not part of the restricted group. Accordingly, the financial information for Tropicana Entertainment and Tropicana Casinos and Resorts contained in this prospectus should not be understood to represent the financial performance of the restricted group.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

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PROSPECTUS SUMMARY

The following summary highlights significant aspects of our business and this offering, but you should read this entire prospectus, including the information set forth under the heading “Risk Factors” and the financial statements and related notes, before electing to participate in the exchange offer or making an investment decision with respect to the exchange notes. Unless otherwise indicated, the figures contained herein regarding the amenities and features of our casino properties are approximations prepared as of June 30, 2007.

Our Company

Background Information

As part of our campaign to expand our national footprint and diversify our gaming operations, on January 3, 2007, affiliates of Tropicana Entertainment acquired all of the outstanding equity interests in Aztar for approximately $2.1 billion in cash. In the corporate reorganization completed substantially concurrently with the acquisition, Aztar became a wholly-owned subsidiary of Tropicana Entertainment. For more information concerning the Aztar Acquisition, see “— The Aztar Acquisition” and “Business — The Aztar Acquisition.” The Aztar Acquisition added four casino properties located in Nevada, New Jersey and Indiana to the holdings of Tropicana Entertainment.

Overview

We are among the largest privately-held gaming entertainment providers in the United States and a leading domestic casino operator as determined by revenue. We own 11 casino properties in eight distinct gaming markets, including Las Vegas, Laughlin and South Lake Tahoe (Stateline), Nevada; Atlantic City, New Jersey; Baton Rouge, Louisiana; Greenville and Vicksburg, Mississippi; and Evansville, Indiana. Our casino properties have an aggregate of 548,359 square feet of gaming space housing 12,244 gaming machines and 510 table games, as well as an aggregate of 8,282 hotel rooms.

On a pro forma basis giving effect to the Transactions, the aggregate net operating revenue of Tropicana Entertainment for the year ended December 31, 2006 would have been $1,183 million. The aggregate net operating revenue of Tropicana Entertainment for the six months ended June 30, 2007 was $554.1 million.

At each of our gaming properties, we strive to provide our customers with a high-quality casino entertainment and hospitality experience at attractive prices. To develop and maintain customer loyalty, we emphasize customer service and seek to offer a comfortable gaming environment along with a variety of amenities, including quality hotel rooms, varied dining choices and appealing entertainment options. We plan to continue to regularly invest in our facilities to maintain and enhance their quality, appeal and competitiveness.

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The following table sets forth certain information about our properties as of June 30, 2007. Except as otherwise indicated, we wholly own and operate the following casinos:

		Acquisition	Approx. Casino		Slot		Table		Hotel		Parking
Property Name	Location	Date	Square Footage		Machines		Games		Rooms		Spaces
Legacy Properties
Belle of Baton Rouge	Baton Rouge, LA	Oct. 2005		29,500		1,019		22		300		1,803
River Palms Hotel and Casino	Laughlin, NV	Sept. 2003		63,850		1,061		28		1,001		1,834
Lake Tahoe Horizon Casino and Resort	South Lake Tahoe, NV	Jan. 1990		43,000		712		32		539		1,396
MontBleu Casino	South Lake Tahoe, NV	June 2005		40,585		638		52		440		1,547
Lighthouse Point Casino(1)(2)	Greenville, MS	Nov. 1996(3)		22,000		725		9		—		386
Jubilee Casino(4)	Greenville, MS	March 2002		28,500		712		13		39		512
Vicksburg Horizon Casino(5)	Vicksburg, MS	Oct. 2003		20,909		696		19		117		889
Recently Acquired Properties
Tropicana Atlantic City	Atlantic City, NJ	Jan. 2007		147,248		3,480		209		2,129		5,477
Tropicana Express Hotel and Casino	Laughlin, NV	Jan. 2007		53,680		1,075		39		1,495		2,253
Casino Aztar Evansville	Evansville, IN	Jan. 2007		38,360		1,132		52		346		2,100
Tropicana Las Vegas(2)	Las Vegas, NV	Jan. 2007		60,727		994		35		1,876		2,388
Total				548,359		12,244		510		8,282		20,585

(1)	Tropicana Entertainment indirectly holds a 79% voting interest and an 84% economic interest in Greenville Riverboat, LLC, which manages the Lighthouse Point Casino. A wholly-owned subsidiary of Tropicana Entertainment owns the riverboat on which the Lighthouse Point Casino conducts its operations.
(2)	Greenville Riverboat, LLC and the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas are not guarantors of the outstanding notes or of the senior secured credit facility and will not be guarantors of the exchange notes, although Greenville Riverboat, LLC is subject to the restrictive covenants contained in the indenture and the credit documentation governing the senior secured credit facility.
(3)	The Lighthouse Point Casino was developed (as opposed to acquired) and commenced operations in November 1996.
(4)	JMBS Casino, one of the affiliate guarantors, owns and operates the Jubilee Casino.
(5)	CP Vicksburg, one of the affiliate guarantors, owns and operates the Vicksburg Horizon Casino.

Our History

Columbia Sussex, which was founded in 1972 by William J. Yung, III, has grown to become one of the largest privately-held hospitality companies in the United States with approximately $970.0 million in revenues in 2006. As of June 30, 2007, Columbia Sussex and its affiliates owned and operated 70 hotel properties across the United States, Canada and the Caribbean, which are marketed under brands including Marriott, Hilton, Westin, Sheraton, Renaissance, Wyndham and Doubletree.

In 1990, Mr. William Yung made his initial investment in the gaming industry when he formed Wimar Tahoe Corporation, which has since been renamed Tropicana Casinos and Resorts, to acquire the Lake Tahoe Horizon Casino and Resort, or the Tahoe Horizon. Since obtaining a gaming license in 1990, Mr. William Yung and the Yung family have built a record of successful gaming acquisitions and development, while generating growth and operational improvements.

Our Competitive Strengths

Geographic Diversity.  We believe we are one of the largest and most diversified gaming operators in the United States. We own and operate 11 casino facilities in eight distinct gaming markets and six states, including five casinos in Nevada, three casinos in Mississippi and one casino in each of New Jersey, Louisiana and Indiana. We believe this geographic diversity helps reduce our dependence on any one geographic market.

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Beneficial Relationship with Columbia Sussex.  Our relationship with Columbia Sussex provides us with several advantages, including the following:

•  Cost-Effective Administrative Services.  We share corporate offices with Columbia Sussex and many corporate functions, such as human resources, accounting, administration, purchasing, marketing, hotel management and supervision, risk management, contracting, construction and development, treasury and maintenance-related services, are performed for certain of Tropicana Entertainment’s subsidiaries and the affiliate guarantors by Columbia Sussex pursuant to the terms of service agreements, which are subject to gaming regulatory approval. Gaming regulatory approval of the terms of one service agreement has not yet been obtained with respect to our Tropicana Atlantic City property. The service agreements extend by their terms until we elect to terminate them, which we are permitted to do at any time with 60 days written notice. Under the terms of these service agreements, subject to certain conditions, Columbia Sussex provides corporate services on behalf of our gaming properties that have received regulatory approval to date for a total amount of approximately $1.9 million per year, subject to modest price increases each year starting in 2008. We believe the service agreements enable us to obtain corporate services at costs that are more favorable than we would be able to obtain on a stand-alone basis. We have also entered into agreements with Tropicana Casinos and Resorts for the provision to certain of Tropicana Entertainment’s subsidiaries and the affiliate guarantors of casino services, such as the supervision of casino operations, staffing, marketing and advertising and accounting, which agreements are subject to gaming regulatory approval. Gaming regulatory approval of the terms of one of these agreements has not yet been obtained with respect to our Tropicana Atlantic City property. Under these agreements, we have agreed to pay Tropicana Casinos and Resorts our allocated portion of the corporate overhead costs for these services. For a more detailed description of the agreements described in this paragraph, see “Certain Relationships and Related Party Transactions.”

•  Integrated Marketing Programs.  The compatibility of Columbia Sussex’s extensive portfolio of 70 hotels and our network of casino properties has provided us with a number of opportunities to develop integrated marketing programs. We expect to develop joint programs whereby guests of our casinos can receive discounts on stays at Columbia Sussex hotel properties. In addition, we and Columbia Sussex are able to pool our respective customer databases to develop direct marketing campaigns targeting a broad group of prospective customers, and to more effectively promote these programs by sharing a centralized marketing platform. We believe that our acquisition of Aztar has provided us with additional opportunities for these types of joint marketing efforts.

•  Extensive Construction and Development Experience.  Throughout our history, we have engaged in a number of property renovation, refurbishment and development projects, and we have a number of additional projects underway or slated to commence in the near term. As a developer of hotel properties, Columbia Sussex has over 30 years of experience in planning, financing and executing hotel improvement and development programs. We have been able to leverage this experience when undertaking our development projects, which we believe has allowed us to develop and enhance our gaming assets in a cost-effective manner, while meeting target completion dates and development expectations.

Experienced Management Team.  Mr. William Yung, who founded both Tropicana Entertainment and Columbia Sussex, has over 30 years of gaming and hospitality experience. The balance of our senior management team also has significant experience operating, developing, acquiring and integrating hotel and gaming properties and related amenities, with an average tenure in the gaming or hospitality industries among its members of more than 15 years. Mr. William Yung and his management team have grown gaming operations through strategic acquisitions and targeted development, with Tropicana Casinos and Resorts’ net operating revenues growing from $75.5 million to $288.9 million between 2001 and 2006 and operating income growing from $14.0 million to $58.6 million during that same period. In addition, Mr. William Yung and the management team have made use of conservative financial management focused on cost control and prudent capital deployment in order to improve results.

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Our Business Strategy

We seek to continue growing in a profitable manner by pursuing the following strategies:

Successfully Integrate Acquisitions.  Tropicana Casinos and Resorts acquired the MontBleu Casino, or the MontBleu, in June 2005 and the Belle of Baton Rouge in October 2005, both of which properties it contributed to Tropicana Entertainment in the corporate reorganization. The Aztar Acquisition added four additional gaming properties to our portfolio, resulting in six of our 11 casino properties having been acquired within the past two years. As such, we believe there is significant potential to realize efficiencies as we integrate Aztar, and further integrate other recently acquired casino properties, into our operations. Specifically, we expect to eliminate redundant overhead costs at Aztar by leveraging Tropicana Casinos and Resorts’ administrative infrastructure. In addition, in markets such as Laughlin and South Lake Tahoe, Nevada where we own more than one property, we believe we will also be able to realize additional operational synergies and cost savings by consolidating duplicative back-office functions.

Enhance Marketing and Promotion Activities.  The Aztar Acquisition significantly increased our geographic footprint and scale of operations. In conjunction with Tropicana Casinos and Resorts and Columbia Sussex, we will benefit from an integrated marketing platform that will provide us with cross-selling opportunities among more than 80 hotel and casino properties. Our expanded customer base will enable us to develop cross-marketing initiatives across our properties, which may include a player rewards program linking selected gaming facilities. We believe a uniform player rewards program will encourage customers traveling among different markets to patronize our properties and will build increased customer loyalty. In addition, in July 2007, we re-branded the former Ramada Express in Laughlin, Nevada as the “Tropicana Express.” We also plan to re-brand a number of our other gaming properties under the Tropicana name. We believe this re-branding will help to develop a strong, recognizable identity for our properties.

Benefit from Recent Investments and Near-Term Growth Opportunities.  We believe we will benefit significantly from recent capital investments made in our properties. In addition, we have significant near-term growth opportunities as a result of projects currently being developed, as well as other development opportunities. These investments and growth opportunities include the following:

•  Tropicana Atlantic City:  In November 2004, Aztar completed a $285.0 million expansion to the Tropicana Resort and Casino — Atlantic City, or the Tropicana Atlantic City, which included a 200,000-square-foot entertainment, restaurant and retail complex known as “The Quarter at Tropicana,” which we refer to as The Quarter. We intend to proceed with a plan developed by Aztar, which we expect will cost approximately $55.0 million, to enhance the Tropicana Atlantic City by refurbishing its casino floors and hotel towers so that they are similar in quality and appearance to The Quarter. The three-phase refurbishment project commenced in December 2005. During phase one of the project, Aztar made enhancements to the north tower hotel rooms and certain non-gaming amenities, which phase was completed during the fourth quarter of 2006. During phase two of the project, we refurbished half of the casino floor and the south tower hotel rooms, which phase was completed during the second quarter of 2007. In phase three of the project, we will refurbish the other half of the casino floor and two restaurants at the property. We expect to complete the third phase in the first quarter of 2008.

•  Casino Aztar Evansville:  Construction was completed in 2007 at the Casino Aztar Evansville on a $32.6 million expansion that includes a 96-room boutique hotel, multi-venue dining and entertainment complex and associated infrastructure. We believe that the expansion has increased the attractiveness of the property and expanded customer reach through the availability of additional hotel rooms. In addition, in August 2007, the City of Evansville’s Redevelopment Commission approved our preliminary plan to build a 1,046-seat theater at the Casino Aztar Evansville. The venue, construction of which is currently projected to be completed in the first quarter of 2008 at an approximate cost of $4.0 million, is expected to offer live entertainment for patrons of the property and residents of Evansville.

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•  Belle of Baton Rouge:  The Belle of Baton Rouge benefited from the population increase in the Baton Rouge area following the displacement of residents of New Orleans as a result of Hurricane Katrina, although that benefit has since somewhat subsided. To accommodate the increased demand for gaming in this market and to build market share, we have developed plans to build a 330-space parking structure adjacent to the casino. We will endeavor to complete construction of the parking structure, which is designed to increase casino traffic and is estimated to cost approximately $12.5 million, by the second quarter of 2008.

•  MontBleu Casino:  In the summer of 2006, we completed a $21.0 million program to re-brand and reposition the former Caesars Lake Tahoe as the MontBleu. We introduced new on-site amenities and entertainment options at the MontBleu to appeal to a younger clientele, while continuing to focus on the value conscious customer in the South Lake Tahoe, Nevada market at our sister property, the Tahoe Horizon. We intend to increase our efforts to effectively market the MontBleu as we seek to strengthen our customer base.

•  Tropicana Express:  We have completed the $11.0 million program to renovate the hotel rooms at the Tropicana Express Hotel and Casino, or the Tropicana Express, which we believe will help solidify our position in the Laughlin market. In addition, the Tropicana Express is situated less than one mile from the River Palms, which we believe will allow us to achieve operational synergies and cost savings by consolidating duplicative back-office and other support functions, including the sharing of laundry facilities and employees to reduce overtime pay.

•  Lighthouse Point Casino and Jubilee Casino:  We expect to invest between $7.0 million and $8.0 million at the Lighthouse Point Casino and the Jubilee Casino, our two casinos in Greenville, Mississippi, in order to renovate the casino floors and public areas of the properties so as to better position them to meet the competitive challenges posed by the expected introduction of a new gaming property to the market in late 2007. We will add up to 850 new and converted slot machines, making all of the slot machines at the properties “ticket-in ticket-out” and upgrade the slot tracking systems. We will also make improvements to the restaurant at the Lighthouse Point Casino.

Redevelop the Tropicana Las Vegas Site.  To capitalize on its premium location on the Las Vegas “Strip,” we expect to redevelop the Tropicana Resort and Casino — Las Vegas, or the Tropicana Las Vegas, by refurbishing one of its two existing hotel towers and its existing showroom (we expect to raze the other existing tower and all of the other remaining structures on the site other than the casino floor) and redeveloping the remainder of its 34-acre site. Our preliminary plan for this redevelopment effort envisions approximately 10,200 new and refurbished hotel rooms of which approximately 500 will be refurbished hotel rooms in the existing hotel tower to be retained, approximately 600,000 square feet of new meeting space, an increase in the size of the casino floor to approximately 120,000 square feet, a more modern casino floor layout and a new approximately 250,000-square-foot retail plaza. We plan to complete this redevelopment in 2010. The redevelopment is expected to be funded by a construction financing transaction independent of the financing transactions that funded the Aztar Acquisition and, if necessary, by additional capital contributions from Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent.

The outstanding notes are not, and the exchange notes will not be, guaranteed by the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

Our Properties

Legacy Properties

Belle of Baton Rouge.  The Belle of Baton Rouge is located on the Mississippi River in the downtown historic district of Baton Rouge, Louisiana. The three-deck dockside riverboat features 29,500 square feet of casino space housing 1,019 slot machines and 22 table games. The Belle of Baton Rouge is also located directly adjacent to the 300-room Sheraton Baton Rouge Convention Center Hotel, which we own. The hotel offers three restaurants, a lounge and a 70-seat sports bar, approximately 150,000 square feet of available retail space, approximately 40,000 square feet of meeting space, a small entertainment venue, an

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approximately 50,000-square-foot glass-enclosed atrium and a parking garage and surface parking lot, together offering parking for 1,803 vehicles. The Baton Rouge market is located approximately 75 miles to the northwest of New Orleans. This market, which primarily caters to local patrons, experienced a 37.2% increase in its gaming revenues for the period between June 30, 2005 and June 30, 2006 as compared to the period between June 30, 2004 and June 30, 2005. This increase in revenue was primarily attributable to the population shift from New Orleans to Baton Rouge in the wake of Hurricane Katrina, although it appears that some of the transient population caused by the hurricane has begun to shift back to New Orleans and other Gulf Coast communities, which has resulted in these increased revenues subsiding somewhat while remaining above pre-Hurricane Katrina levels.

River Palms Hotel and Casino.  The River Palms Hotel and Casino, or the River Palms, is located on approximately 35 acres in Laughlin, Nevada. The property, which underwent renovation in 2004, features 1,001 rooms and suites and a 63,850-square-foot casino space boasting 1,061 slot machines and 28 table games. In addition, the River Palms has four dining facilities, two bars, two lounges, one nightclub, a spa, a salon, approximately 10,500 square feet of meeting and convention space and a 1,834-space parking facility. Situated on the Colorado River at Nevada’s southern tip, Laughlin is approximately 225 miles from Phoenix and 285 miles from Los Angeles. The River Palms benefits from approximately 1,300 feet of frontage on the Colorado River and on Casino Drive, Laughlin’s principal thoroughfare.

Lake Tahoe Horizon Casino and Resort.  The Tahoe Horizon is located at the southeastern end of Lake Tahoe in Stateline, Nevada, an area also known as South Lake Tahoe. The property, which underwent an extensive remodeling in 1999, features 539 hotel rooms and a 43,000-square-foot casino housing 712 slot machines and 32 table games. Other notable amenities include South Lake Tahoe’s largest outdoor pool, an eight-screen movie theater, four restaurants, a Starbucks café, two entertainment venues, a game arcade, 11,000 square feet of meeting and convention space and a 1,396-space parking facility. The South Lake Tahoe market, approximately 100 miles from Sacramento and 185 miles from the San Francisco Bay area, is situated in a popular domestic vacation destination and attracts visitors with a wide range of year-round recreational activities.

MontBleu Resort Casino and Spa.  The MontBleu is situated on approximately 21 acres in South Lake Tahoe, Nevada, immediately adjacent to the Tahoe Horizon. In May 2006, we completed an extensive re-branding and refurbishment of the property’s casino, lobby, retail facilities, restaurants and nightclub. The property features 440 hotel rooms and a 40,585-square-foot casino that houses 638 slot machines, 52 table games and a new poker room. The property also offers patrons a choice of four restaurants and various non-gaming amenities, including a shopping galleria, a nightclub targeted to younger visitors, a 1,500-seat auditorium, approximately 13,899 square feet of meeting and convention space and a 1,547-space parking facility.

Lighthouse Point Casino.  The Lighthouse Point Casino is a 210-foot riverboat operation located in Greenville, Mississippi. The riverboat features an approximately 22,000-square-foot, three-floor casino housing 725 slot machines and nine table games. The property also features a 386-space parking facility. Lighthouse Point Casino, which draws the majority of its customers from local markets, is located approximately 90 miles from Vicksburg, Mississippi. Greenville Riverboat, LLC, or Greenville Riverboat, which owns and manages the Lighthouse Point Casino, is not a guarantor of the outstanding notes and will not be a guarantor of the exchange notes, however, it is subject to the restrictive covenants contained in the indenture.

Bayou Caddy’s Jubilee Casino.  Bayou Caddy’s Jubilee Casino, or the Jubilee Casino, is a 240-foot riverboat located in Greenville, Mississippi. The Jubilee Casino is owned and operated by JMBS Casino, one of the affiliate guarantors. The riverboat features a 28,500-square-foot casino housing 712 slot machines and 13 table games. The property has parking capacity to accommodate 512 vehicles. JMBS Casino also owns and operates the Greenville Inn & Suites, a hotel located less than one mile from the Jubilee Casino offering 39 suites and free shuttle service to and from the Jubilee Casino.

Vicksburg Horizon Casino.  The Vicksburg Horizon Casino, or Vicksburg Horizon, is a 297-foot multi-level antebellum style riverboat located in downtown Vicksburg, Mississippi. The Vicksburg Horizon

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is owned and operated by CP Vicksburg, one of the affiliate guarantors. The property features a three-floor, 20,909-square-foot casino housing 696 slot machines and 19 table games and a hotel with 117 guest rooms. Additional amenities include two restaurants, a sports bar, two covered parking garages and an additional parking lot with free valet service, which provide a total of 889 parking spaces. The Vicksburg Horizon attracts patrons primarily from western and central Mississippi and eastern Louisiana.

Recently Acquired Properties

Tropicana Resort and Casino — Atlantic City.  The Tropicana Atlantic City is situated on a 14 acre site with approximately 660 feet of ocean frontage along the Boardwalk in Atlantic City, New Jersey. The Tropicana Atlantic City features 2,129 hotel rooms and suites, the most rooms offered by any gaming property in the Atlantic City market, and 147,248 square feet of casino space with 3,480 slot machines and 209 table games. The Quarter, a 200,000-square-foot Las Vegas-style indoor dining, entertainment and retail center with a Havana-inspired theme, is the centerpiece of a $285.0 million expansion, which was completed in November 2004. The property is currently undergoing a two-phase renovation of its casino floor and hotel towers, which is scheduled to be completed in 2007. In addition to The Quarter, the Tropicana Atlantic City also boasts a 2,000-seat theatrical show room, a health club, swimming pools and tennis courts, approximately 99,000 square feet of meeting, convention and banquet space and parking facilities to accommodate 5,477 vehicles. Atlantic City is the second largest commercial gaming market in the United States. Although the Atlantic City market has historically been patronized primarily by “day-trippers,” we believe that the market is continuing to evolve into a regional destination for overnight visitors as a result of recent significant capital investment and the introduction of improved amenities. The market attracts patrons primarily from New Jersey, New York and Pennsylvania.

Tropicana Express Hotel and Casino.  The Tropicana Express is situated in close proximity to our River Palms property on an approximately 31-acre site in Laughlin, Nevada. The Tropicana Express features 1,495 guest rooms and a 53,680-square-foot casino housing 1,075 slot machines and 39 table games. The property also features a novelty working train for use by its patrons. Other non-gaming amenities include a train-shaped, heated outdoor swimming pool and attached spa, five restaurants, an entertainment lounge, a premium lounge for high-end players and parking accommodations for 2,253 vehicles. We are nearing completion of an approximately $11.0 million program to renovate the hotel rooms at the Tropicana Express. We expect the renovation to be completed in 2007.

Casino Aztar Evansville.  The Casino Aztar Evansville riverboat is located on the Ohio River adjacent to approximately 15 acres of landside development in metropolitan Evansville, Indiana. The Casino Aztar Evansville features two hotels boasting an aggregate of 346 guest rooms and approximately 38,360 square feet of casino space with 1,132 slot machines and 52 table games. In addition, the property has a 44,000-square-foot passenger pavilion that has four restaurants, an entertainment lounge, a gift shop, a full-service Starbucks café, an executive conference center and a 2,100-space parking structure. Construction has been completed on a $32.6 million expansion that includes a 96-room boutique hotel, a multi-venue dining and entertainment complex, improvements to an existing park and the infrastructure required to support the expansion project. The new dining and entertainment complex opened in November 2006 and the new boutique hotel opened in December 2006. Casino Aztar Evansville is the sole gaming facility in Evansville. It primarily attracts patrons from the local tri-state area of southern Indiana, northwestern Kentucky and southeastern Illinois.

Tropicana Resort and Casino — Las Vegas.  The Tropicana Las Vegas is located on an approximately 34-acre parcel on the “Strip” in Las Vegas, Nevada. Together with the MGM Grand, the Excalibur Hotel and Casino, the Luxor, the Monte Carlo Resort and Casino and the New York-New York Hotel and Casino, the Tropicana Las Vegas is located at the intersection known as the “Four Corners” at Las Vegas Boulevard and Tropicana Avenue. The properties situated at the Four Corners collectively offer over 18,000 hotel rooms. The Tropicana Las Vegas features 1,876 hotel rooms and suites and a 60,727-square-foot casino housing 994 slot machines and 35 table games. Other amenities include seven restaurants, one of the world’s largest indoor-outdoor swimming pools, a five-acre water oasis and tropical garden, approximately 106,358 square feet of convention and exhibit space and parking to accommodate 2,388 vehicles. We believe

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the property’s central location enables it to benefit from a “cluster” effect, which produces increased pedestrian traffic, visitation and gaming play. The outstanding notes are not, and the exchange notes will not be, guaranteed by the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

The Aztar Acquisition

On January 3, 2007, affiliates of Tropicana Entertainment acquired Aztar for approximately $2.1 billion in cash. As part of the corporate reorganization completed substantially concurrently with the acquisition, Aztar became a wholly-owned subsidiary of Tropicana Entertainment. The Aztar Acquisition was consummated pursuant to an Agreement and Plan of Merger (which we refer to as the Aztar Merger Agreement), dated as of May 19, 2006, among Aztar and Tropicana Entertainment’s affiliates Columbia Sussex, Tropicana Casinos and Resorts and WT-Columbia Development, Inc. Outstanding shares of Aztar’s common stock and Series B preferred stock were acquired in exchange for $54.3996 per share and $575.3546 per share in cash, respectively. Following the Aztar Acquisition, Aztar’s common stock was delisted from the New York Stock Exchange and deregistered.

In accordance with the Aztar Merger Agreement, Aztar attempted to divest the Casino Aztar Caruthersville prior to the consummation of the Aztar Acquisition. Aztar located a prospective buyer, however, the proposed sale was terminated because the Missouri Gaming Commission, by resolution dated October 25, 2006, determined that the licensure of the proposed buyer would not occur on or before the proposed closing date of the Aztar Acquisition. The Aztar Merger Agreement contemplated that if the sale of the Casino Aztar Caruthersville was not completed by the proposed closing date of the Aztar Acquisition, the casino would be shut down because Tropicana Casinos and Resorts would not have the necessary licenses to own and operate a casino in Missouri. In order to avoid the potential closure of the Casino Aztar Caruthersville, the Missouri Gaming Commission entered into an agreement with Aztar Missouri Riverboat Gaming Company and Aztar on November 3, 2006 permitting Tropicana Casinos and Resorts to own the Casino Aztar Caruthersville on an interim basis during which time the property was operated under the supervision of the Missouri Gaming Commission. The agreement required Tropicana Casinos and Resorts to either sell the Casino Aztar Caruthersville within nine months of the date of its execution or discontinue the casino’s operations at that time. In accordance with the agreement, Tropicana Casinos and Resorts divested the Casino Aztar Caruthersville to Isle of Capri on June 10, 2007. All proceeds from the disposition of the Casino Aztar Caruthersville were retained by Tropicana Casinos and Resorts and we are not entitled to any of these proceeds.

On December 12, 2006, Tropicana Casinos and Resorts acquired all of the equity interests of Tropicana Pennsylvania, LLC (which we refer to as Tropicana Pennsylvania), a subsidiary of Aztar formed to file an application to develop a gaming property in Pennsylvania’s Lehigh Valley gaming market at a site in Allentown, for a cash purchase price of $6.9 million, which represented the estimated net total assets of Tropicana Pennsylvania on the date the acquisition was consummated. Following its acquisition by Tropicana Casinos and Resorts, Tropicana Pennsylvania became a direct subsidiary of Tropicana Casinos and Resorts. Tropicana Pennsylvania is not subject to the restrictive covenants contained in the indenture. In addition, LV Rec, Inc. and LV Red, LLC (which entities we refer to collectively with Tropicana Pennsylvania as the Tropicana Pennsylvania entities), subsidiaries of Aztar involved in its erstwhile effort to develop a gaming property in Allentown, Pennsylvania but that do not hold any material assets, were distributed to Tropicana Casinos and Resorts immediately following the Aztar Acquisition. Neither LV Rec, Inc. nor LV Red, LLC is a subsidiary of Tropicana Entertainment and neither of these entities is subject to the restrictive covenants contained in the indenture. On December 21, 2006, the Pennsylvania Gaming Control Board awarded the right to develop a gaming property in Lehigh Valley to the Las Vegas Sands Corp., or Sands, which had competed with Tropicana Casinos and Resorts for the gaming license. Sands will develop a site in Bethlehem, Pennsylvania. Tropicana Casinos and Resorts is currently contemplating a sale of a portion of the real property held by the Tropicana Pennsylvania entities in Allentown, Pennsylvania to a third party which would make use of such real property for non-gaming purposes.

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Substantially concurrently with the consummation of the Aztar Acquisition, Tropicana Entertainment caused Aztar to call for redemption its $300.0 million aggregate principal amount of 77/8% Senior Subordinated Notes due 2014 and $175.0 million aggregate principal amount of 9% senior subordinated notes due 2011 by irrevocably depositing with the trustees for such notes amounts sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness outstanding under such series of notes, including principal, premium and liquidated damages, if any, and accrued interest to February 2, 2007, the date on which such series of notes were redeemed. In addition, on January 3, 2007, Tropicana Entertainment caused Aztar to repay in full all outstanding term loans and revolving loans, together with interest and all other amounts due in connection with such repayment, under Aztar’s then outstanding credit agreement. The credit agreement was comprised of a $675 million senior secured credit facility consisting of a five-year revolving credit facility of up to $550 million and a five-year term loan facility of $125 million.

For more information concerning the Aztar Acquisition, see “Business — The Aztar Acquisition.”

The Acquisition Financing Transactions

We financed the Aztar Acquisition and the refinancing of Aztar’s outstanding indebtedness, along with the refinancing of Tropicana Casino and Resorts’ then outstanding credit facility and certain additional indebtedness of the affiliate guarantors, with:

•  the net proceeds of the offering of the outstanding notes;

•  a senior secured credit facility (which we refer to as the senior secured credit facility), which was made available to Tropicana Entertainment and provided for $1,530.0 million in aggregate principal amount of term loans, $229.8 million in aggregate principal amount of which we have since repaid resulting in $1,300.2 million in aggregate principal amount of such term loans being outstanding as of September 30, 2007, and a $180.0 million revolving credit facility under which we presently have approximately $170.3 million in additional availability net of approximately $9.7 million of outstanding letters of credit;

•  a secured credit facility in an aggregate principal amount of $440.0 million (which we refer to as the Las Vegas secured loan), which was made available to Tropicana Las Vegas Resort and Casino, LLC (which we refer to as the Las Vegas Borrower), a newly formed indirect subsidiary of Tropicana Entertainment that holds the assets and operations relating to the Tropicana Las Vegas, including its 34-acre property located on the Las Vegas “Strip;”

•  the approximately $241.8 million remaining of a $313.0 million deposit plus accrued interest made by Columbia Sussex on behalf of Tropicana Casinos and Resorts into a custodial account upon the execution of the Aztar Merger Agreement;

•  cash-on-hand of ours and Aztar; and

•  an additional equity contribution of approximately $152.0 million from Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent.

For more information on the terms of the senior secured credit facility and the Las Vegas secured loan, see “Description of Other Indebtedness.”

Corporate Reorganization

In order to facilitate the Transactions, we undertook an internal corporate reorganization. As part of this reorganization, Tropicana Entertainment, a co-issuer of the notes and the borrower under the senior secured credit facility, was formed on June 8, 2006. Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent, contributed to Tropicana Entertainment substantially all of its gaming properties. Substantially concurrently with the consummation of the Aztar Acquisition, Aztar became a direct wholly-owned subsidiary of Tropicana Entertainment. Tropicana Casinos and Resorts holds its equity interests in Tropicana Entertainment through two holding companies, Tropicana Entertainment Holdings

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and its direct subsidiary Tropicana Entertainment Intermediate Holdings, Tropicana Entertainment’s immediate parent. All of the capital stock of Tropicana Casinos and Resorts is held by Mr. William Yung.

In the corporate reorganization, Tropicana Casinos and Resorts did not contribute to Tropicana Entertainment the assets relating to two gaming properties: (1) its subsidiary that owns the New Orleans riverboat, which was temporarily decommissioned as a result of damage it sustained during Hurricane Katrina in August 2005 and was subsequently redeployed in Amelia, Louisiana in May 2007, and (2) the gaming assets and operations at the Casuarina Las Vegas Casino, a casino located in leased space in a hotel property that is managed by Columbia Sussex and owned by a subsidiary of Columbia Sussex. The assets relating to the New Orleans riverboat are held by Belle of Orleans, LLC, a wholly-owned indirect subsidiary of Tropicana Casinos and Resorts which is not a subsidiary of Tropicana Entertainment, and the gaming assets and operations relating to the Casuarina Las Vegas Casino are held by LV Casino LLC, a wholly-owned direct subsidiary of Tropicana Casinos and Resorts which is not a subsidiary of Tropicana Entertainment.

In addition, on December 12, 2006 and January 3, 2007, Tropicana Casinos and Resorts acquired all of the equity interests in the Tropicana Pennsylvania entities, which are not subject to the restrictive covenants contained in the indenture. Furthermore, Aztar Missouri Riverboat Gaming Company, which owns the Casino Aztar Caruthersville, became a wholly-owned direct subsidiary of Tropicana Casinos and Resorts, and not a subsidiary of Aztar, as a result of the consummation of the corporate reorganization. On June 10, 2007, Tropicana Casinos and Resorts completed the sale of Aztar Missouri Riverboat Gaming Company to Isle of Capri. See “— Recent Developments — Sale of Aztar Missouri Riverboat Gaming Company.”

Tropicana Entertainment and Tropicana Finance, a wholly-owned subsidiary of Tropicana Entertainment with nominal assets and which conducts no operations, are co-issuers of the outstanding notes and will be co-issuers of the exchange notes. Tropicana Entertainment is also the borrower under the senior secured credit facility. The outstanding notes and the obligations under the senior secured credit facility are, and the exchange notes will be, guaranteed by certain of Tropicana Entertainment’s existing and future domestic subsidiaries. In addition, the outstanding notes and the obligations under the senior secured credit facility are, and the exchange notes will be, guaranteed by Realty and CP Vicksburg, each of which is an affiliate of Tropicana Entertainment but not a subsidiary of Tropicana Entertainment, and JMBS Casino, an affiliate of the Yung family that is not a subsidiary of Tropicana Entertainment. Realty, which is held indirectly by Columbia Sussex and a trust created for the benefit of Mr. William Yung’s children, owns the real estate on which our River Palms in Laughlin, Nevada is situated, as well as substantially all of the non-gaming assets associated with the property. CP Vicksburg is owned by Mr. William Yung and the JMBS Trust, and operates our Vicksburg Horizon in Vicksburg, Mississippi. JMBS Casino is owned by the JMBS Trust and is subject to the control of Mr. William Yung’s children. In addition, any amount in excess of $100.0 million drawn under the senior secured credit facility’s revolving loan facility will be guaranteed on a senior unsecured basis by Columbia Sussex.

The outstanding notes and the obligations under the senior secured credit facility are not, and the exchange notes will not be, guaranteed by Greenville Riverboat, a direct subsidiary of Tropicana Entertainment in which Tropicana Entertainment holds an 84% economic interest and a 79% voting interest. However, Greenville Riverboat is subject to the restrictive covenants contained in the indenture. The remaining interests in Greenville Riverboat are held by Rainbow Entertainment, Inc., or Rainbow, an unrelated party, and Mr. William Yung. Greenville Riverboat operates the Lighthouse Point Casino in Greenville, Mississippi. However, Tropicana Entertainment’s wholly-owned subsidiary St. Louis Riverboat Entertainment Inc., or St. Louis Riverboat Entertainment, is the owner of the vessel on which the Lighthouse Point Casino conducts its operations, and is a guarantor of the outstanding notes and the senior secured credit facility, and will be a guarantor of the exchange notes. The outstanding notes and the senior secured credit facility are not, and the exchange notes will not be, guaranteed by Tropicana Casinos and Resorts, and, respectively, are not and will not be guaranteed by Belle of Orleans, LLC, LV Casino LLC or the Tropicana Pennsylvania entities, each of which is outside of the group subject to the restrictive covenants contained in the indenture.

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The outstanding notes and the obligations under the senior secured credit facility are also not, and the exchange notes will not be, guaranteed by any of Tropicana Entertainment’s subsidiaries that hold the assets and operations relating to the Tropicana Las Vegas, including the 34-acre property located on the Las Vegas “Strip.” These subsidiaries are the obligors in respect of the $440.0 million aggregate principal amount Las Vegas secured loan, and the assets and operations relating to the Tropicana Las Vegas, including its site on the “Strip,” have been pledged as collateral to secure the Las Vegas secured loan. We expect that the Las Vegas secured loan will be refinanced with a construction financing loan to fund our planned redevelopment of the Tropicana Las Vegas and the real estate on which it is situated.

The following chart summarizes our ownership, corporate structure and indebtedness:

(1)	Provides a first-priority pledge of all of the equity interests in Tropicana Entertainment Intermediate Holdings to secure the Las Vegas secured loan.
(2)	Guarantees the obligations in respect of the senior secured credit facility. Also provides a first-priority pledge of all of the equity interests in Tropicana Entertainment to secure the senior secured credit facility.
(3)	Guarantee the outstanding notes and the obligations in respect of the senior secured credit facility and will guarantee the exchange notes. Also provide first-priority pledges of substantially all of their tangible and intangible assets to secure the senior secured credit facility.

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(4)	Tropicana Finance guarantees the obligations in respect of the senior secured credit facility. Tropicana Entertainment and Tropicana Finance provide a first-priority pledge of substantially all of their tangible and intangible assets to secure the senior secured credit facility.
(5)	Greenville Riverboat does not guarantee the outstanding notes or secure the obligations in respect of the senior secured credit facility and will not guarantee the exchange notes, although it is subject to the restrictive covenants of the indenture and the credit documentation governing the senior secured credit facility. Tropicana Entertainment holds an 84% economic interest and a 79% voting interest in Greenville Riverboat and Tropicana Entertainment’s wholly-owned subsidiary St. Louis Riverboat Entertainment, which is a guarantor of the outstanding notes and the senior secured credit facility and will be a guarantor of the exchange notes, is the owner of the vessel on which the Lighthouse Point Casino conducts its operations.
(6)	Guarantees the obligations in respect of the Las Vegas secured loan. Also provides a perfected first-priority pledge of all of the equity interests in the Las Vegas Borrower to secure the Las Vegas secured loan. Does not guarantee the outstanding notes or guarantee or secure the obligations in respect of the senior secured credit facility and will not guarantee the exchange notes.
(7)	The subsidiaries of the Las Vegas Borrower guarantee the obligations in respect of the Las Vegas secured loan. The Las Vegas Borrower and its subsidiary guarantors provide first-priority pledges of substantially all of their tangible and intangible assets to secure the Las Vegas secured loan. The Las Vegas Borrower and its subsidiaries do not guarantee the outstanding notes or guarantee or secure the obligations in respect of the senior secured credit facility, nor will they guarantee the exchange notes.

Recent Developments

Casino Queen Developments

On April 20, 2006, CP St. Louis Casino, LLC and CP St. Louis Acquisition, LLC (affiliates of Tropicana Entertainment) entered into an agreement (which we refer to as the Casino Queen Acquisition Agreement) to acquire Casino Queen, Inc., or Casino Queen, for $200.0 million in cash, less the aggregate amount of its outstanding indebtedness at the closing of the acquisition and subject to certain purchase price adjustments. Due to reasons beyond our control, the conditions to the closing of the acquisition set forth in the Casino Queen Acquisition Agreement were not satisfied by February 28, 2007, the outside date for the consummation of the transaction, and accordingly the Casino Queen Acquisition Agreement was terminated on March 9, 2007.

On March 14, 2007, $5.0 million (plus accrued interest thereon) of a $10.0 million deposit that Tropicana Casinos and Resorts previously made in connection with the contemplated acquisition was returned to Tropicana Casinos and Resorts by Casino Queen. Tropicana Casinos and Resorts, in turn, paid these funds to us as an additional capital contribution. Casino Queen, however, retained $5.0 million of the original deposit, plus the accrued interest thereon, despite Tropicana Casinos and Resorts’ demand that Casino Queen return the entire original deposit, plus the accrued interest thereon. On June 20, 2007, certain subsidiaries of Tropicana Casinos and Resorts initiated an action against Casino Queen in the United States District Court for the Southern District of Illinois seeking compensatory and punitive damages in excess of $5.0 million. In the complaint, these subsidiaries allege, among other things, that Casino Queen is liable for breach of contract, fraud, unjust enrichment, violations of the Illinois Consumer Fraud and Deceptive Practices Act and violations of the federal securities laws. The action is ongoing. No trial date has been set. Any future proceeds derived from, or costs required to pursue, this action will be retained or paid, as the case may be, by Tropicana Casinos and Resorts and we are not entitled to any such prospective proceeds, nor will we be responsible for any such future costs.

In addition, as a result of the fact that the Casino Queen Acquisition Agreement was terminated, on March 14, 2007 and March 30, 2007, we repaid $167.9 million in aggregate principal amount of the term loan under the senior secured credit facility, which funds had been set aside to fund the acquisition of Casino Queen.

Sale of Aztar Missouri Riverboat Gaming Company

On June 10, 2007, Tropicana Casinos and Resorts completed the sale of Aztar Missouri Riverboat Gaming Company, which holds the Casino Aztar Caruthersville, to Isle of Capri for $45.0 million in cash. The sale was consummated in accordance with the terms of a purchase agreement entered into on March 16, 2007 between Tropicana Casinos and Resorts and Isle of Capri. All proceeds from the disposition of Aztar Missouri Riverboat Gaming Company were retained by Tropicana Casinos and Resorts and we are not entitled to any of these proceeds.

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Departure of Chief Financial Officer and Appointment of Successor

On July 13, 2007, Richard M. FitzPatrick resigned from his positions as Senior Vice President, Chief Financial Officer and Treasurer of Tropicana Entertainment and Tropicana Finance to pursue other interests. On August 2, 2007, Tropicana Entertainment and Tropicana Finance named John G. Jacob Senior Vice President, Chief Financial Officer and Treasurer of Tropicana Entertainment and Tropicana Finance, which appointment became effective on August 23, 2007, following the completion of interim gaming regulatory reviews. Certain applicable gaming regulatory authorities have not yet granted Mr. Jacob final approval or, as the case may be, made a final determination with respect to his suitability.

Departure of Senior Vice President, Casino Operations and Appointment of Successor

On June 14, 2007, Howard Reinhardt resigned from his position as Senior Vice President, Casino Operations of Tropicana Entertainment and Tropicana Finance to pursue other career opportunities. Shortly thereafter, Kevin E. Preston was named Senior Vice President, Casino Operations of Tropicana Entertainment and Tropicana Finance, succeeding Mr. Reinhardt in such post. Certain applicable gaming regulatory authorities have not yet granted Mr. Preston final approval or, as the case may be, made a final determination with respect to his suitability.

Departure of President and Chief Operating Officer of the Tropicana Atlantic City and Appointment of Successor

On August 9, 2007, in a move designed to unify and streamline the management of its casino property in New Jersey, Tropicana Entertainment named Mark Giannantonio President and General Manager of the Tropicana Atlantic City. With the appointment of Mr. Giannantonio, Tropicana Entertainment also announced that Fred Buro, who had served as President and Chief Operating Officer of the Tropicana Atlantic City, decided to leave those positions effective August 8, 2007 to pursue other business opportunities.

Settlement of Tropicana Atlantic City Garage Collapse Litigation

On April 4, 2007, Tropicana Entertainment settled with its insurers with respect to out-of-pocket costs it and Aztar incurred in connection with the collapse of a parking garage at the Tropicana Atlantic City in 2003 and, as a result, Tropicana Entertainment received approximately $18.3 million in insurance proceeds net of a portion of the gross insurance proceeds allocated to a contractor under an existing settlement agreement. On April 11, 2007, Tropicana Entertainment became a party to a settlement agreement that resolved all of the construction accident related liability claims against Aztar and Aztar’s claims against the contractors involved in the Atlantic City garage collapse. The settlement amount was within Tropicana Entertainment’s insurance policy limits. On August 20, 2007, Tropicana Entertainment reached a partial settlement with various insurers of business interruption claims arising out of the Atlantic City garage collapse and received $5.0 million as a result. For more information concerning the settlements referred to above and the litigation underlying them, see “Business — Legal Proceedings — Litigation matters relating to Aztar’s October 30, 2003 garage collapse accident.”

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Summary Description of the Exchange Offer

Outstanding Notes	95/8% Senior Subordinated Notes due 2014, which we issued on December 28, 2006.
Exchange Notes	95/8% Senior Subordinated Notes due 2014, the issuance of which has been registered under the Securities Act. The form and the terms of the exchange notes will be identical in all material respects to those of the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.
Exchange Offer	We are offering to issue up to $960.0 million aggregate principal amount of the exchange notes in exchange for a like principal amount of the outstanding notes to satisfy our obligations under the registration rights agreement that we entered into when the outstanding notes were issued in transactions in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act.

Expiration Date; Tenders The exchange offer will expire at 5:00 p.m., New York City time, on          , 2007, the 30th day following the date of this prospectus, unless extended in our sole and absolute discretion. By tendering your outstanding notes, you represent to us that:

• you are not our “affiliate,” as defined in Rule 405 under the Securities Act or if you are our “affiliate” as defined in Rule 405 under the Securities Act and you are engaging in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of the exchange notes to be acquired pursuant to the exchange offer, you will not rely on the applicable interpretations of the SEC and will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction;

• any exchange notes you receive in the exchange offer are being acquired by you in the ordinary course of your business;

• at the time of the commencement of the exchange offer, neither you nor anyone receiving exchange notes from you, has any arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the exchange notes in violation of the Securities Act;

• if you are a broker-dealer, you will receive the exchange notes for your own account in exchange for outstanding notes that were acquired by you as a result of your market-making or other trading activities and that you will deliver a prospectus in connection with any resale of the exchange notes you receive. For further information regarding resales of the exchange notes by participating broker-dealers, see the discussion under the caption “Plan of Distribution;” and

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	• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the exchange notes, as defined in the Securities Act.
Withdrawal; Non-Acceptance	You may withdraw any outstanding notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on          , 2007. To be effective, a written notice of withdrawal must be received by U.S. Bank National Association in its capacity as exchange agent, or the exchange agent, at the address set forth under the caption “The Exchange Offer — Exchange Agent.” The notice must specify:
	• the name of the person or entity having tendered the outstanding notes to be withdrawn;
	• the outstanding notes to be withdrawn, including the principal amount of such outstanding notes; and
	• where certificates for outstanding notes have been transmitted, the name in which such outstanding notes are registered, if different from that of the withdrawing holder.
	If we decide for any reason not to accept any outstanding notes tendered for exchange, the outstanding notes will be returned to the registered holder at our expense promptly after the expiration or termination of the exchange offer. In the case of the outstanding notes tendered by book-entry transfer into the exchange agent’s account at The Depository Trust Company, which we sometimes refer to in this prospectus as DTC, any withdrawn or unaccepted outstanding notes will be credited to the tendering holder’s account at DTC. For further information regarding the withdrawal of any tendered outstanding notes, see “The Exchange Offer — Withdrawal Rights.”
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive in our discretion. See the discussion below under the caption “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.
Procedures for Tendering Outstanding Notes	Unless you comply with the procedures described below under the caption “The Exchange Offer — Guaranteed Delivery Procedures,” you must do one of the following on or prior to the expiration or termination of the exchange offer to participate in the exchange offer:
	• tender your outstanding notes by sending the certificates for your outstanding notes, in proper form for transfer, a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal, to the exchange agent, at the address listed below under the caption “The Exchange Offer — Exchange Agent;” or
	• tender your outstanding notes by using the book-entry transfer procedures described below and transmitting a properly

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	completed and duly executed letter of transmittal, with any required signature guarantees, or an agent’s message instead of the letter of transmittal, to the exchange agent. In order for a book-entry transfer to constitute a valid tender of your outstanding notes in the exchange offer, the exchange agent must receive a confirmation of book-entry transfer of your outstanding notes into the exchange agent’s account at DTC prior to the expiration or termination of the exchange offer. For more information regarding the use of book-entry transfer procedures, including a description of the required agent’s message, see the discussion below under the caption “The Exchange Offer — Book-Entry Transfers.”
Guaranteed Delivery Procedures	If you are a registered holder of outstanding notes and wish to tender your outstanding notes in the exchange offer, but
	• the outstanding notes are not immediately available;
	• time will not permit your outstanding notes or other required documents to reach the exchange agent before the expiration or termination of the exchange offer; or
	• the procedure for book-entry transfer cannot be completed prior to the expiration or termination of the exchange offer;
	then you may tender your outstanding notes by following the procedures described below under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”
Special Procedures for Beneficial Owners	If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes in the exchange offer, you should promptly contact the person in whose name the outstanding notes are registered and instruct that person to tender them on your behalf. If you wish to tender in the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering your outstanding notes, you must either make appropriate arrangements to register ownership of the outstanding notes in your name, or obtain a properly completed bond power from the person in whose name the outstanding notes are registered.
Certain U.S. Federal Income Tax Considerations	The exchange of the outstanding notes for exchange notes in the exchange offer should not be a taxable transaction for United States federal income tax purposes. See the discussion below under the caption “Certain U.S. Federal Income Tax Considerations” for more information regarding the United States federal income tax consequences to you of the exchange offer.
Accounting Treatment	Tropicana Entertainment will record the exchange notes at the same carrying value as the outstanding notes as reflected in its accounting records on the date of the exchange. Accordingly, Tropicana Entertainment will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The

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	expenses of the exchange offer will be amortized over the term of the exchange notes.
Use of Proceeds	We will not receive any proceeds from the exchange offer. In consideration for issuing the exchange notes in exchange for the outstanding notes as described in this prospectus, we will receive, retire and cancel the outstanding notes. See “Use of Proceeds.”
Exchange Agent	U.S. Bank National Association is the exchange agent for the exchange offer. You can find the address and telephone number of the exchange agent below under the caption “The Exchange Offer — Exchange Agent.”
Resales	Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the exchange notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act. However, you will not be able to freely transfer the exchange notes if:
	• you are our “affiliate,” as defined in Rule 405 of the Securities Act;
	• you are not acquiring the exchange notes in the exchange offer in the ordinary course of business;
	• you have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the exchange notes you will receive in the exchange offer;
	• you are holding outstanding notes that have or are reasonably likely to have the status of an unsold allotment in the initial offering; or
	• you are a broker-dealer that received exchange notes for its own account in the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activities.
	If you fall within one of the exceptions listed above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the exchange notes. See the discussion below under the caption “The Exchange Offer — Procedures for Tendering Outstanding Notes” for more information.
Broker-Dealers	Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes which were received

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	by the broker-dealer as a result of market making or other trading activities. See “Plan of Distribution” for more information.
Registration Rights Agreement	When we issued the outstanding notes in December 2006, we entered into a registration rights agreement with Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers of the outstanding notes. See “The Exchange Offer — Purpose of the Exchange Offer.” Under the terms of the registration rights agreement, we agreed to file a registration statement with the SEC (which we refer to herein, together with all amendments and exhibits thereto, as the Registration Statement) with respect to a registered offer to exchange the outstanding notes for the publicly registered exchange notes. Under some circumstances set forth in the registration rights agreement, holders of outstanding notes, including holders who are not permitted to participate in the exchange offer or who may not freely sell exchange notes received in the exchange offer, may require us to file and cause to become effective, a shelf registration statement covering resales of the outstanding notes by these holders.
	A copy of the registration rights agreement is attached as an exhibit to the Registration Statement of which this prospectus is a part.

Consequences of Not Exchanging Your Outstanding Notes

If you do not exchange your outstanding notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on the certificate for your outstanding notes. In general, you may offer or sell your outstanding notes only:

•  if they are registered under the Securities Act and applicable state securities laws;

•  if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

•  if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

We do not intend to register the outstanding notes under the Securities Act. Under some circumstances set forth in the registration rights agreement, however, holders of the outstanding notes, including holders who are not permitted to participate in the exchange offer or who may not freely sell exchange notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of the outstanding notes by these holders. For more information regarding the consequences of not tendering your outstanding notes and our obligations to file a shelf registration statement, see “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Outstanding Notes.”

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Summary Description of the Exchange Notes

Issuers Tropicana Entertainment, LLC, a Delaware limited liability company, and Tropicana Finance Corp., a Delaware corporation.

Notes Offered Up to $960,000,000 in aggregate principal amount of 95/8% Senior Subordinated Notes due 2014.

Maturity Date	December 15, 2014.
Interest	95/8% per annum, payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2007.
Guarantees	The exchange notes will be guaranteed, jointly and severally, by certain of Tropicana Entertainment’s existing and future domestic subsidiaries, as well as by (i) Realty and CP Vicksburg, each of which is an affiliate of Tropicana Entertainment but not a subsidiary of Tropicana Entertainment, and (ii) JMBS Casino, an affiliate of the Yung family that is not a subsidiary of Tropicana Entertainment. The exchange notes will not be guaranteed by Greenville Riverboat, a direct subsidiary of Tropicana Entertainment that it does not wholly own, although Greenville Riverboat is subject to the restrictive covenants contained in the indenture. The exchange notes will not be guaranteed by any of Tropicana Entertainment’s subsidiaries that hold the assets and operations relating to the Tropicana Las Vegas, including its 34-acre property located on the Las Vegas “Strip.”
Ranking	The exchange notes and the guarantees will be the co-issuers’ and the guarantors’ senior subordinated obligations and will rank:
	• junior to all of the co-issuers’ and the guarantors’ existing and future senior indebtedness, including all indebtedness under the senior secured credit facility;
	• equally with any of the co-issuers’ and the guarantors’ existing and future unsecured senior subordinated indebtedness, including indebtedness in respect of the outstanding notes; and
	• senior to all of the co-issuers’ and the guarantors’ existing and future unsecured subordinated indebtedness.

As of September 30, 2007:

• Tropicana Entertainment and its consolidated subsidiaries had approximately $1,740.2 million of senior indebtedness outstanding, $1,300.2 million of which consisted of secured indebtedness under the senior secured credit facility and $440.0 million of which consisted of secured indebtedness under the Las Vegas secured loan;

• the guarantors had approximately $1,300.2 million of senior indebtedness outstanding, all of which consisted of their respective guarantees of senior indebtedness of Tropicana Entertainment under the senior secured credit facility;

• Tropicana Entertainment’s subsidiaries that are not guarantors had $440.0 million of indebtedness outstanding, all of which

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	consisted of indebtedness under the Las Vegas secured loan; and
	• Tropicana Finance had no senior indebtedness outstanding other than in respect of its guarantee of senior indebtedness of Tropicana Entertainment under the senior secured credit facility.
Optional Redemption	On or after December 15, 2010, we may redeem some or all of the exchange notes at the redemption prices set forth in this prospectus. In addition, prior to December 15, 2010, we may redeem some or all of the exchange notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and the “make-whole” premium set forth in this prospectus. We may also redeem up to 35% of the aggregate principal amount of the exchange notes using the net proceeds from certain equity offerings completed on or prior to December 15, 2009 at the redemption price set forth in this prospectus.
	The exchange notes will be subject to mandatory disposition and redemption requirements following certain determinations by gaming authorities. See “Description of the Exchange Notes — Gaming Redemption.”
Change of Control	Upon a change of control, we will be required to make an offer to purchase each holder’s exchange notes at a price of 101% of the then outstanding principal amount thereof, plus accrued and unpaid interest to the date of purchase. See “Description of the Exchange Notes — Change of Control.”
Certain Covenants	The indenture governing the exchange notes contains covenants that will, among other things, limit the co-issuers’ ability and the ability of the guarantors, and certain of the co-issuers’ and the guarantors’ subsidiaries, to:
	• incur or guarantee additional indebtedness;
	• pay dividends and make other restricted payments;
	• transfer or sell assets;
	• make certain investments;
	• create or incur certain liens;
	• transfer all or substantially all of their assets or enter into merger or consolidation transactions; and
	• enter into transactions with affiliates.
	If we do not comply with the covenants described above, a default or an event of default could result under the indenture. The covenants described above are subject to a number of important limitations and exceptions as discussed under “Description of the Exchange Notes — Certain Covenants.”
Amendment	The indenture may be amended in the manner described under the caption “Description of the Exchange Notes — Amendments and Waivers.”

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Trustee U.S. Bank National Association is the trustee for the notes. See “Description of the Exchange Notes — Concerning the Trustee.”

Risk Factors

Participation in the exchange offer involves substantial risks. You should carefully consider the information under the caption “Risk Factors” and all other information included in this prospectus before participating in the exchange offer or investing in the exchange notes.

Additional Information

Our principal executive offices are located at 740 Centre View Blvd., Crestview Hills, Kentucky 41017. Our telephone number is (859) 669-1500.

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Summary Unaudited Pro Forma Financial Data

The following summary unaudited pro forma financial data have been prepared by (i) making pro forma adjustments to Tropicana Casinos and Resorts’ historical consolidated financial statements to give effect to the corporate reorganization that occurred immediately prior to the consummation of the Aztar Acquisition in which Tropicana Casinos and Resorts contributed to Tropicana Entertainment substantially all of its gaming properties, other than its New Orleans riverboat and the gaming assets and operations of the Casuarina Las Vegas Casino and (ii) further adjusting these amounts to give effect to the Aztar Acquisition and the related Acquisition Financing Transactions. The summary unaudited pro forma income statement data give effect to the foregoing transactions as if they had occurred on January 1, 2006. The summary unaudited pro forma financial data have been derived from the unaudited pro forma consolidated financial data included elsewhere in this prospectus.

The pro forma adjustments are based upon available information and assumptions that we consider reasonable. The summary unaudited pro forma financial data have been presented for informational purposes only, and do not purport to represent what results of operations actually would have been had the transactions reflected been consummated on the dates indicated or to project results of operations for any future period.

The information in the table below does not represent data for the restricted group under the indenture as it does not include data with respect to the affiliate guarantors, nor does it exclude data with respect to the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

The information presented below should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Consolidated Financial Statements,” “Selected Historical Consolidated Financial Data — Tropicana Entertainment and Tropicana Casinos and Resorts,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Aztar” and the financial statements included elsewhere in this prospectus.

				Pro Forma for
				Aztar Acquisition
	Pro Forma for			and
	Corporate			Financing
	Reorganization			Transactions
	Year			Year
	Ended			Ended
	December 31,			December 31,
	2006			2006
	(In thousands)
Income Statement Data:
Net operating revenues	$	288,863		$	1,183,199
Operating expenses		230,285			968,545
Income from operations		58,578			214,654
Other income (expense)
Other income		—			2,640
Interest income		8,918			10,767
Interest expense		(16,641	)		(248,195	)
Total other income (expense)		(7,723	)		(234,788	)
Income (loss) before minority interest		50,855			(20,134	)
Minority interest in net income in consolidated subsidiary		(3,224	)		(3,224	)
Income (loss) from continuing operations	$	47,631		$	(23,358	)
Other Data:
Depreciation and amortization	$	18,033		$	81,030
Capital expenditures excluding acquisitions	$	40,924		$	117,038

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Summary Financial Information of Tropicana Entertainment and Tropicana Casinos and Resorts

The following financial data for the years ended December 31, 2006 and 2005 are derived from the audited consolidated financial statements of Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent company and predecessor. The selected historical income statement data for the six month period ended June 30, 2006 have been derived from the consolidated financial statements of Tropicana Casinos and Resorts which, in the opinion of management, include all adjustments necessary for a fair presentation of the information for those periods. In connection with the corporate reorganization conducted by Tropicana Casinos and Resorts described under “— Corporate Reorganization,” Tropicana Casinos and Resorts contributed to Tropicana Entertainment substantially all of its gaming properties. In the corporate reorganization, Tropicana Casinos and Resorts did not contribute to Tropicana Entertainment the assets relating to its New Orleans riverboat or the gaming assets and operations at the Casuarina Las Vegas Casino in Las Vegas, Nevada, a casino located in leased space in a hotel property that is managed by Columbia Sussex and owned by an affiliate of Columbia Sussex. Accordingly, the historical consolidated financial data of Tropicana Casinos and Resorts set forth in the table below reflect the New Orleans riverboat and the gaming assets and operations at the Casuarina Las Vegas Casino as discontinued operations. In addition, in accordance with FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” the selected historical consolidated financial data of Tropicana Entertainment and Tropicana Casinos and Resorts include the results of Realty, one of the affiliate guarantors, a variable interest entity of which Tropicana Casinos and Resorts was the primary beneficiary prior to the corporate reorganization and of which Tropicana Entertainment became the primary beneficiary thereafter. For a more detailed presentation of Realty’s results, see the financial statements of Realty included elsewhere in this prospectus.

The selected historical income statement for the six month period ended June 30, 2007 and the selected historical balance sheet data as of June 30, 2007 have been derived from the unaudited consolidated financial statements of Tropicana Entertainment included elsewhere in this prospectus which, in the opinion of management, include all adjustments necessary for a fair presentation of the information for those periods.

The information in the table below does not represent data for the restricted group under the indenture as it does not include data with respect to the affiliate guarantors, nor does it exclude data with respect to the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

The historical results set forth below do not necessarily indicate results expected for any future period, and the results of any future period do not necessarily indicate results that may be expected for any other period or the full fiscal year. The following historical consolidated financial information should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Consolidated Financial Statements,” “Selected Historical Consolidated Financial Data — Tropicana Entertainment and Tropicana Casinos and Resorts,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts,” “Selected Historical Consolidated Financial Data — Aztar,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Aztar” and the financial statements included elsewhere in this prospectus.

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	Year Ended December 31,						Six Months Ended June 30,
	2005			2006			2006			2007(1)
	Tropicana			Tropicana			Tropicana
	Casinos			Casinos			Casinos			Tropicana
	and Resorts			and Resorts			and Resorts			Entertainment
				(In millions)
Income Statement Data:
Net operating revenues	$	186.6		$	288.9		$	147.8		$	554.1
Operating expenses		146.9			230.3			112.6			433.5
Income from operations		39.7			58.6			35.2			120.6
Other income (expense)
Interest income		0.5			8.9			0.9			6.5
Interest expense		(6.0	)		(35.6	)		(8.0	)		(114.1	)
Loss from early extinguishment of debt		—			—			—			(2.8	)
Total other income (expense)		(5.5	)		(26.7	)		(7.1	)		(110.4	)
Income before minority interest		34.2			31.9			28.1			10.2
Minority interest in net income of consolidated subsidiaries		(3.4	)		(3.2	)		(1.8	)		(2.3	)
Income from continuing operations, before income tax benefit		30.8			28.7			26.3			7.9
Income tax benefit		—			—			—			384.7
Income from continuing operations		30.8			28.7			26.3			392.6
Discontinued operations, casinos to be transferred		(9.0	)		4.7			(2.1	)		—
Net Income	$	21.8		$	33.4		$	24.2		$	392.6
Other Data:
Depreciation and amortization	$	9.6		$	18.0		$	6.4		$	43.4
Capital expenditures excluding acquisitions	$	24.2		$	63.8		$	21.1		$	41.5

(1) Includes Aztar’s results of operations from January 3, 2007, the date of its acquisition.

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RISK FACTORS

You should carefully consider the risks described below as well as the other information contained in this prospectus before participating in the exchange offer or making an investment decision with respect to the exchange notes. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Related to Our Business, the Aztar Acquisition and the Gaming Industry

Intense competition could result in our loss of market share or profitability.

We face intense competition in each of the markets in which our gaming facilities are located. All of our casinos primarily compete with other casinos in their respective geographic markets and, to a lesser degree, with casinos in other locations, including on Native American lands and on cruise ships, and with other forms of legalized gaming in the United States, including state sponsored lotteries, racetracks, jai alai, off-track wagering, video lottery and video poker terminals and card parlors. We expect this competition to intensify as new gaming operators enter some of the markets in which we operate and existing competitors expand their operations. For example, Revel Entertainment Group has announced a two-phase plan to develop a $2.0 billion casino hotel project in Atlantic City. The property, which is tentatively scheduled to open in 2011, is expected to feature nearly 4,000 guestrooms and various retail and entertainment attractions. In addition, Pinnacle Entertainment, Inc., or Pinnacle, and MGM Mirage have recently unveiled plans to build new upscale casino resorts in the Atlantic City market. We expect that these new projects, when completed, will exert acute competitive pressure on our Tropicana Atlantic City property. See “Business — Competition and Information About Gaming Markets — Atlantic City, New Jersey.” Moreover, we expect that our Lighthouse Point Casino and Jubilee Casino, both of which are located in Greenville, Mississippi, will face significant competitive pressure in that market once Southwest Gaming LLC completes construction of its planned single-level dockside casino facility in Greenville. See “Business — Competition and Information About Gaming Markets — Greenville, Mississippi.” In addition, some of our competitors have significantly greater financial resources than we do and as a result we may not be able to successfully compete with them in the future.

Several states have considered legalizing casino gaming and others may in the future. Legalization of large-scale, unlimited casino gaming in or near any major metropolitan area or increased gaming in other areas could have an adverse economic impact on the business of any or all of our gaming facilities by diverting our customers to competitors in those areas. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of customers could have a material adverse effect on us.

In addition, online gaming, despite its illegality in the United States, is a growing sector in the gaming industry. Online casinos offer a variety of games, including slot machines, roulette, poker and blackjack. Web-enabled technologies allow individuals to game using credit or debit cards. We are unable to assess the impact that online gaming will have on our operations in the future and there is no assurance that the impact will not be material.

Competition from other casino and hotel operators involves not only the quality of casino, hotel room, restaurant, entertainment and convention facilities, but also hotel room, food and beverage prices. Our operating results can be adversely affected by significant cash outlays for advertising and promotions and complimentary services to patrons, the amount and timing of which are partially dictated by the policies of our competitors and our efforts to keep pace with them. If our operating revenues are insufficient to allow management the flexibility to match the promotions of competitors, the number of our casino patrons may decline, which may have an adverse effect on our financial performance.

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Our ability to successfully compete will also be dependent upon our ability to develop and implement strong and effective marketing campaigns both at our individual properties and across our business. To the extent we are unable to successfully develop and implement these types of marketing initiatives, we may not be successful in competing in our markets and our financial position could be adversely affected. See “Business — Competition and Information About Gaming Markets.”

The recent acquisition of Aztar presents many risks and we may not realize the financial and strategic goals that we contemplated at the time affiliates of Tropicana Entertainment agreed to acquire Aztar.

On January 3, 2007, the Aztar Acquisition was completed. The risks we may face in connection with the Aztar Acquisition include:

•  we have limited experience operating a full-scale casino resort in the Atlantic City or Las Vegas markets;

•  we have limited experience operating the gaming properties acquired from Aztar;

•  upon the consummation of the Aztar Acquisition, the amount of our indebtedness increased substantially, which may constrain our future operations and strategic development;

•  our results of operations may not meet our expectations, which would then make it difficult to service the debt we incurred to consummate the transaction;

•  given its size, operating Aztar may strain our management resources and the integration of Aztar may divert the attention of our management team from our other important business concerns;

•  we may be unable to achieve the contemplated operational synergies or other cost savings and benefits that we had anticipated in connection with the Aztar Acquisition in the expected timeframe or at all;

•  we may experience adverse accounting consequences as a result of efforts to conform Aztar’s accounting policies to those of Tropicana Entertainment;

•  we may experience difficulties and incur expenses in connection with applying our internal control procedures to Aztar’s operations; and

•  we may experience some or all of the risks described under “— We may not be able to successfully complete strategic transactions or integrate new businesses into our business, which may prevent us from implementing strategies to grow our business.”

We have incurred, and will continue to incur, substantial costs to integrate Aztar into our operations.

The acquisition of Aztar involves a complex integration process necessitating significant administrative resources. We have incurred, and will continue to incur, substantial costs and committed significant management resources in order to integrate, among other things, Aztar’s operations, information technology, communications and other systems and personnel into our Company. The integration of Aztar into our business will cause us to incur cash outflows, including with respect to:

•  fees and expenses of professionals and consultants involved in completing the integration process;

•  settling existing liabilities of the acquired business;

•  integrating information technology systems and personnel; and

•  other transaction costs associated with the Aztar Acquisition.

We may not be able to successfully complete other strategic transactions or integrate new businesses into our operations, which may prevent us from implementing strategies to grow our business.

We have grown our business through a number of strategic acquisitions and intend to continue to evaluate and pursue other strategic transactions that we believe can broaden our customer base, provide

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enhanced geographic presence and provide complementary technical and commercial capabilities. Successful completion of any strategic transaction we identify depends on a number of factors that are not entirely within our control, including our ability to negotiate acceptable terms and satisfactory agreements and obtain all necessary regulatory approvals. In addition, we may need to finance any strategic transaction that we identify, and may not be able to obtain the necessary financing on satisfactory terms and within the timeframe that would permit a transaction to proceed. We may also fail to discover liabilities of a business or operating or other problems prior to completing a transaction. We could experience adverse accounting and financial consequences, such as the need to make large provisions against the acquired assets or to write down acquired assets. We might also experience a dilutive effect on our earnings. In addition, we may be unable to successfully integrate the operations of newly acquired companies or assets into our business. Moreover, depending on how any such transaction is structured, there may be an adverse impact on our capital structure, including through the incurrence of significant additional indebtedness. We may incur significant costs arising from our efforts to engage in strategic transactions, and such costs may exceed the returns that we realize from a given transaction. Furthermore, these expenditures may not result in the successful completion of a transaction.

Our expansion, development and renovation projects face significant risks inherent in such projects, including the possibility of incurring cost overruns and potential difficulties in obtaining necessary governmental approvals.

We regularly evaluate expansion, development and renovation opportunities, and develop plans to pursue such opportunities. For example, we have planned construction and redevelopment projects for the Tropicana Atlantic City, Casino Aztar Evansville, Belle of Baton Rouge, Tropicana Las Vegas, Tropicana Express and Lighthouse Point Casino, the expected costs and development timetables associated with which are described in greater detail in “Prospectus Summary — Our Business Strategy — Benefit from Recent Investments and Near-Term Growth Opportunities” and “Prospectus Summary — Our Business Strategy — Redevelop the Tropicana Las Vegas Site.” These projects, in addition to similar projects we may execute in the future, are subject to significant development and construction risks, any one of which could cause unanticipated schedule delays and significant cost overruns. In particular, we may experience:

•  shortages of energy, material and skilled labor;

•  labor disputes and work stoppages;

•  disputes with contractors or subcontractors;

•  delays in obtaining or inability to obtain necessary permits, licenses and approvals;

•  changes to plans or specifications;

•  engineering, geological, excavation, regulatory and equipment problems;

•  changes in statutes, regulations, policies and agency interpretations of laws applicable to gaming projects;

•  environmental and real property issues;

•  weather interference or delays;

•  unanticipated delays and cost increases; and

•  fires, earthquakes, floods and other natural disasters that disrupt development.

Our anticipated costs and construction timetables for projects are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects and contractors. The cost of any project may vary significantly from initial expectations, and we may have a limited amount of capital resources to fund cost overruns on any project. If we cannot finance cost overruns on a timely basis, the completion of one or more projects may be delayed until adequate funding is available. The completion dates of any of our projects could also differ significantly from expectations for

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construction-related or other reasons. We cannot assure you that any project will be completed, if at all, on time or within established budgets. Significant delays or cost overruns in connection with our projects could have a material adverse effect on our results of operations, financial condition and ability to satisfy our obligations under the notes.

We may commence construction before all design documents are finalized, which could result in inefficiencies or subsequent modifications to the plans and may cause actual construction costs to exceed budgeted amounts. For example, certain items may need to be modified or replaced after they have been purchased, constructed or installed in order to conform with the final design documents or building code requirements. There can be no assurance that changes in the scope of any project will not be required, and if such changes are required, they may result in additional costs.

The scope of the approvals required for our contemplated development projects could be extensive, and may include the need to obtain gaming approvals, state and local land-use permits, building and zoning permits. Unexpected changes or conditions imposed by local, state or federal regulatory authorities could involve significant additional costs and delay the scheduled openings of the facilities. We may not receive the necessary permits, licenses and approvals or obtain the necessary permits, licenses and approvals within the anticipated time frame.

In addition, although we seek to design our redevelopment projects so as to permit operations at our properties to continue during construction and renovation, we cannot assure that we will always be able to achieve this objective. Moreover, even if operations at our properties continue during the course of our redevelopment projects, various areas of such properties may not be fully operational or accessible during periods of the construction and renovation process, or the construction and development process may disrupt the ongoing activities in the functioning areas not under construction or renovation. Accordingly, our redevelopment projects may result in decreased hotel occupancy and use of our casino facilities at certain sites, and we cannot ensure that this will not have a material adverse effect on our business, financial condition and results of operations.

When we redevelop Tropicana Las Vegas, we could encounter problems during the development and construction process that may substantially increase costs or delay completion of the redevelopment project.

We have begun undertaking a major redevelopment project at Tropicana Las Vegas. Construction projects of this magnitude are typically subject to significant development and construction risks, any of which could cause unanticipated cost increases and delays that could have a material adverse effect on our financial condition, results of operations and prospects. Specifically, we may experience some or all of the risks described under “— Our expansion, development and renovation projects face significant risks inherent in such projects, including the possibility of incurring cost overruns and potential difficulties in obtaining necessary government approvals.”

In addition, our Tropicana Las Vegas redevelopment project presents a number of special risks, including:

•  by the time we complete our planned Tropicana Las Vegas redevelopment effort, the Las Vegas market may be saturated with newly constructed casino resorts of the type we intend to offer. Among others, Sands’ expansion project, the “Palazzo,” Wynn Resorts’ latest full-scale resort project, the “Encore,” and Boyd Gaming’s new hotel-casino-shopping complex, “Echelon Place,” are scheduled to open in the coming years, any of which may adversely affect customer demand for the Tropicana Las Vegas once we have completed redeveloping the property;

•  there can be no assurance that we will be able to obtain sufficient financing to execute the redevelopment project as presently envisaged, particularly in light of the recent weakening in the credit markets. If we are unable to obtain sufficient financing to fund the redevelopment project or obtain such funding on terms or at prices acceptable to us, we may have to adopt one or more

28

alternatives, such as reducing the scope or delaying the construction of the planned redevelopment project or certain capital expenditures associated with it;

•  the indebtedness we expect to incur to fund the redevelopment project is anticipated to be significant, and will exceed the $440.0 million of indebtedness under the Las Vegas secured loan incurred by the Las Vegas Borrower in connection with the Aztar Acquisition (which indebtedness would be refinanced with the construction financing that we expect to obtain to fund the redevelopment);

•  although we intend to design the project to minimize disruption to our existing business operations, we expect portions of the existing operations at the Tropicana Las Vegas to be closed or disrupted during the redevelopment project, which may have a significant adverse effect on our results of operations;

•  we may incur additional design and construction costs associated with redeveloping the Tropicana Las Vegas by building around selected existing structures instead of razing all of the existing structures on the property;

•  recent increases in the cost of raw materials for construction, driven in part by demand in Las Vegas, may also cause the cost of the project to exceed our budgeted amount; and

•  as a result of the many other development and expansion projects currently being carried out and planned for the near term in the Las Vegas market, we may experience shortages of qualified contractors or the skilled labor required to complete the redevelopment project or retaining the services of such contractors or labor may cost significantly more than we presently anticipate that it will.

As a result of these and other factors, our redevelopment of the Tropicana Las Vegas may not be completed on time or within budget, which could have a material adverse effect on our results of operations, financial condition and prospects.

The State of New Jersey provided us with only interim casino authorization to operate the Tropicana Atlantic City. If we do not subsequently obtain approval and plenary qualification to operate the Tropicana Atlantic City, we will be required to dispose of our interests in the Tropicana Atlantic City.

The State of New Jersey subjects casino operators to rigorous regulatory scrutiny, and the acquisition of Aztar and our consequent operation of the Tropicana Atlantic City required us to obtain a license from the New Jersey Casino Control Commission. We have obtained an Interim Casino Authorization (which we refer to as an ICA), which permitted us to consummate the Aztar Acquisition and enables us to operate the Tropicana Atlantic City on an interim basis.

Since we have obtained an ICA, we are now required to qualify as holding and/or intermediary companies of a casino licensee under the New Jersey Casino Control Act. Findings of qualification are made within the discretion of the New Jersey Casino Control Commission, and the grant of an ICA does not mean that we will ultimately be found qualified. Pending receipt of plenary qualification, we were required to place Tropicana Entertainment’s interests in the Tropicana Atlantic City in an ICA Trust approved by the New Jersey Casino Control Commission.

The qualification criteria for New Jersey casino licensees, as well as for officers, directors and shareholders of New Jersey casino licensees, include good character, honesty, integrity, financial stability, responsibility and sufficient business ability and experience to operate a casino. Financial stability is one of the primary criteria considered by the New Jersey Casino Control Commission in its qualification evaluation, and to be considered financially stable, a licensee must establish the ability to pay winning wagers, achieve annual gross operating profits, pay all taxes when due, make necessary capital and maintenance expenditures and pay, exchange, refinance or extend debts which will mature or become due and payable during the license term. Additionally, New Jersey casino licensees must establish the integrity and adequacy of any of their financial resources that bear a relation to the casino facility. Financial sponsors

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of a casino licensee must be found qualified or have such qualification requirement waived. Banks and other licensed lending institutions may be exempt from the qualification requirement or have the qualification requirement with respect to them waived. Also, certain types of institutional investors may have the qualification requirement with respect to them waived. However, the identity of institutional investors holding debt and equity securities may be subject to disclosure to the regulatory authorities.

The ICA was set to expire in November 2007, but, on September 5, 2007, our petition to extend the expiration date to January 2008 was approved. The filing of a petition to extend the expiration date of the ICA is in keeping with customary practice under New Jersey gaming regulations. We anticipate that a hearing with respect to plenary qualification for the Tropicana Atlantic City will be held in November 2007. There can be no assurance that we will be able to satisfy the New Jersey Casino Control Commission’s evaluation criteria and be granted a casino license to operate the Tropicana Atlantic City. If we fail to obtain a license, the trustee for the ICA Trust will be required to dispose of Tropicana Entertainment’s interests in the Tropicana Atlantic City. In the event of any such sale, we cannot predict the existence or interest of potential buyers or the purchase price that could be obtained. Further, the gaming laws of the State of New Jersey would limit the amount of proceeds that we may recognize from any such sale, and there can be no assurance that, if any such sale is required, we would receive proceeds in an amount that reflects the value of the Tropicana Atlantic City at the time of such sale. Finally, in such event, we would not be entitled to exercise any rights of ownership or receive any income from the operation of Tropicana Atlantic City during the period between our denial of plenary licensure and sale by the ICA Trustee.

Our operations depend significantly on the results of Tropicana Atlantic City. Accordingly, any material adverse effect on the operations of Tropicana Atlantic City could have a material adverse effect on us.

On a pro forma basis after giving effect to the Transactions, approximately 35.9% of Tropicana Entertainment’s consolidated net operating revenues for the twelve months ended December 31, 2006 would have been derived from the operations of Tropicana Atlantic City. Because of the importance of Tropicana Atlantic City to our results, poor performance at Tropicana Atlantic City could have a material adverse effect on us. Tropicana Atlantic City experiences seasonal fluctuations in casino play that we believe are typical of casino hotel operations in Atlantic City. Operating results indicate that casino play is higher from May through October. Consequently, Tropicana Atlantic City’s revenues during the first and fourth quarters have generally been lower than for the second and third quarters, and from time to time it has experienced losses in the first and fourth quarters. Any event that adversely affects the operating results of Tropicana Atlantic City could have a material adverse effect on our results of operations and financial condition. Given Atlantic City’s location, it is also subject to occasional adverse weather conditions, including storms and hurricanes that could impede access to that market and adversely affect our results of operations. In addition, competition has intensified in the Atlantic City market in light of recent and proposed expansion and new development activities. Specifically, the Atlantic City market faces increased internal competition from new development projects within the market and increased external competition from competitors in Pennsylvania and New York State, especially in light of the emergence of new entrants in the Pennsylvania gaming market following the first gaming facility commencing operations in Pennsylvania in late 2006 as well as the continued expansion of existing, and the development of new, gaming facilities in New York. Moreover, the imposition in April 2007 of a partial ban on smoking at gaming facilities in New Jersey has adversely affected the results of operations of the Tropicana Atlantic City.

Alleged defaults under our leases with Park Cattle could have a material adverse effect on us.

In October 2005, Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent, received a default notice from Park Cattle Co. (which we refer to as Park Cattle), the landlord for the two ground leases for our Tahoe Horizon property, arising from Tropicana Casinos and Resorts’ alleged failure to maintain the Tahoe Horizon hotel and casino facilities as required by the leases. Tropicana Casinos and Resorts has operated the Tahoe Horizon on the leased premises since 1990. In response to this default notice, Tropicana Casinos and Resorts filed a Complaint for Declaratory Relief, Injunctive Relief and Damages in the Ninth Judicial District Court in Douglas County, Nevada seeking relief from the court in

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the form of an order declaring that Tropicana Casinos and Resorts is not in default under the leases and enjoining Park Cattle from terminating the leases or attempting to retake the leased premises. Park Cattle filed a counterclaim seeking a declaration from the court that Tropicana Casinos and Resorts breached the leases by failing to maintain the Tahoe Horizon in a “first class condition” competitive with other casino hotels in South Lake Tahoe, and that the leases should therefore be considered terminated due to Tropicana Casinos and Resorts’ alleged failure to cure the alleged defaults. The parties attempted to settle the dispute through mediation but were not successful in their efforts to do so. Written and deposition discovery is ongoing. Numerous discovery disputes are in the process of being resolved and trial preparation has begun. Trial is set to begin in January 2008.

Although Tropicana Casinos and Resorts rejects Park Cattle’s allegations that the Tahoe Horizon is not being maintained in accordance with the terms of the leases, it made and will continue to make various repairs to the property, including repairs to the parking garage during 2005, ongoing work to replace several sections of the roof, the outer surface of the casino and the windows and outer surface of the main hotel tower. Further, since July 2005, Tropicana Casinos and Resorts has been engaged in an ongoing effort to update the property’s electrical infrastructure.

As part of the internal corporate reorganization that was executed in order to facilitate the Transactions (see “Prospectus Summary — Corporate Reorganization” and “Business — Corporate Reorganization”), on September 18, 2006, Tropicana Casinos and Resorts informed Park Cattle that it intended to assign the two ground leases for the Tahoe Horizon property to Tahoe Horizon, LLC, which is a subsidiary of Tropicana Entertainment and owns and operates the Tahoe Horizon. On November 17, 2006, as part of the existing litigation dispute regarding the Tahoe Horizon leases, Park Cattle filed a motion with the court seeking a temporary restraining order and a preliminary injunction prohibiting Tropicana Casinos and Resorts from assigning the ground leases to Tahoe Horizon, LLC. While the terms of the ground leases provide that assignments to entities controlled by Mr. William Yung, such as Tahoe Horizon, LLC, may be made without obtaining the consent of Park Cattle, Park Cattle nevertheless contended that its rights and remedies under the leases would be impaired by the assignment and that the assignment would therefore contravene the terms of the leases. On November 22, 2006, the court denied Park Cattle’s motion for a temporary restraining order and preliminary injunction, refusing to set a hearing or briefing schedule with respect to the preliminary injunction Park Cattle sought. The court ordered Tropicana Casinos and Resorts to provide it with certain financial information regarding Tropicana Casinos and Resorts and Tahoe Horizon, LLC, and to provide a schedule by which financial experts of each party could review this information. The schedule outlined by the court with respect to these matters was such that it did not impede or prevent the lease assignments or the closing of the corporate reorganization and the Aztar Acquisition, which was completed in January 2007. However, Park Cattle was allowed to amend its counterclaim to include various allegations that the corporate reorganization and the Aztar Acquisition were completed in an effort to defraud Park Cattle.

Although we believe that Park Cattle’s allegations regarding the maintenance of the Tahoe Horizon and the Aztar Acquisition are without merit, we cannot predict the outcome of the ongoing litigation. If we and Tropicana Casinos and Resorts cannot successfully defend against the default notices or reach a reasonable settlement with Park Cattle, our leases governing the Tahoe Horizon property may be adversely affected or we may incur significant additional costs in order to address Park Cattle’s allegations. Potential adverse outcomes relating to this matter could include the unwinding of part of the internal reorganization to facilitate the transactions, payment of significant damages sought by Park Cattle in the litigation, including attorneys’ fees and costs should Park Cattle prevail, the termination of the ground leases and the forfeiture of our casino property located on the leased premises, or the incurrence by us of additional expenses to cure the alleged lease defaults. We are also expending significant resources in the form of legal fees to contest the allegations made by Park Cattle.

Our MontBleu property is also subject to a lease with Park Cattle. Tropicana Casinos and Resorts has not received a default notice from Park Cattle with respect to the MontBleu lease and is not currently party to any litigation with Park Cattle with respect to this lease. However, in early 2005, Tropicana Casinos and Resorts began receiving notices from Park Cattle requesting that specific repairs be made at the MontBleu

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property. Although we have not received any new notices relating to the MontBleu since mid-2006, we cannot assure you that Park Cattle will not allege defaults under the MontBleu lease. Tropicana Casinos and Resorts acquired MontBleu (which was formerly named Caesar’s Tahoe) from Harrah’s Entertainment, Inc., or Harrah’s, in June 2005. Under the terms of the acquisition agreement with Harrah’s, Harrah’s agreed to indemnify us in an amount not to exceed $10.0 million for capital expenditures we are required to make at the MontBleu property and has paid for certain repairs to the parking garage and roof of the property pursuant to this indemnity arrangement in an aggregate amount of $4.7 million. However, we cannot assure you that Harrah’s will indemnify us up to the remaining amount or that the remaining amount of the Harrah’s indemnity will be sufficient to cover any further expenditures that we may be required to make to the MontBleu property in response to requests from Park Cattle.

We are subject to litigation which, if adversely determined, could cause us to incur substantial losses.

We are, from time to time, during the normal course of operating our businesses, subject to various litigation claims and legal disputes, including contract and employment claims and claims made by visitors to our properties. In addition, there are litigation risks inherent in the construction and development of our casino properties.

Certain litigation claims may not be covered entirely by our insurance policies, or at all, or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert the attention of our management from the operations of our business. Further, litigation involving visitors to our properties, even if meritless, can attract adverse media attention. As a result, litigation can have a material adverse effect on our business and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.

For more information, see “Business — Legal Proceedings.”

Union organization activity could significantly increase our labor costs.

Tropicana Entertainment’s subsidiaries that operate the Tropicana Atlantic City, Tropicana Las Vegas, MontBleu and Belle of Baton Rouge are parties to various collective bargaining agreements with certain unions. The unions with which Tropicana Entertainment’s subsidiaries have collective bargaining agreements or other unions could seek to organize employees at our non-union properties or groups of employees at our union properties that are not currently represented by unions. In this connection, we note that the approximately 950 full-time and part-time table games dealers and race book writers employed by the Tropicana Atlantic City voted on August 25, 2007 to be represented by the United Auto Workers union, which we refer to as the UAW, in a National Labor Relations Board election. As a consequence, we are required to recognize the UAW as the representative of the table games dealers and race book writers employed by the Tropicana Atlantic City and negotiate in good faith to reach a collective bargaining agreement with it. We will soon enter into collective bargaining negotiations with the UAW and expect that the table games dealers and race book writers at the Tropicana Atlantic City will ultimately be covered by a contract with the union. The Atlantic City UAW organizing effort appears to be part of a broader UAW campaign to organize table games dealers throughout Atlantic City. So far, the UAW has won National Labor Relations Board elections at three Atlantic City casinos, and lost at two. At the three where the UAW won, there has been little progress to date toward settlement of a union contract. In addition, the table games dealers employed by Casino Aztar Evansville have notified us of their intent to unionize. The table games dealers at Casino Aztar Evansville have also filed a petition with the National Labor Relations Board requesting a union election at which they are expected to determine whether to be to be represented by the UAW.

On October 10, 2007, approximately 140 security officers employed by the Tropicana Atlantic City voted against union representation by the Security Police and Fire Professionals Association. However, the vote has not yet been certified and the Security Police and Fire Professionals Association may pursue legal challenges to the validity of the vote. Also, approximately 53 slot technicians employed by the Tropicana

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Atlantic City are scheduled to vote in a National Labor Relations Board election on October 22, 2007 to determine whether to be represented by the UAW. Accordingly, it is possible that either or both of these groups will ultimately be represented by unions.

Union organization efforts such as those described above, or other similar union organization efforts that may occur in the future, could cause disruptions in our business and result in our incurrence of significant costs, both of which could have a material adverse effect on our results of operations and financial condition. In addition, union activities may result in labor disputes, including work stoppages, which could have a material adverse effect on our business and financial condition. In addition, unfavorable union contract settlements could cause significant increases in our labor costs, which could have a material adverse effect on our business and financial condition. We may also face an increased risk of union activity as a result of the Aztar Acquisition due to the comparatively high profile of the Tropicana brand.

Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.

Any work stoppage at one or more of our casino properties, including our construction projects, could require us to spend significant amounts to hire replacement workers, and qualified replacement labor may not be available. Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casinos. Strikes and work stoppages involving laborers at our construction projects could result in construction delays and increases in construction costs. As a result, a strike or other work stoppage at one of our casino properties or construction projects could have an adverse effect on our business and results of operations. There can be no assurance that we will not experience a strike or work stoppage at one or more of our casino properties or construction projects in the future. In this connection, we note that the approximately 950 full-time and part-time table games dealers and race book writers employed by the Tropicana Atlantic City voted on August 25, 2007 to be represented by the UAW in a National Labor Relations Board election. As a consequence, we are required to recognize the UAW as the representative of the table games dealers and race book writers employed by the Tropicana Atlantic City and negotiate in good faith to reach a collective bargaining agreement with it. We will soon enter into collective bargaining negotiations with the UAW and expect that the table games dealers and race book writers at the Tropicana Atlantic City will ultimately be covered by a contract with the union. The Atlantic City UAW organizing effort appears to be part of a broader UAW campaign to organize table games dealers throughout Atlantic City. So far, the UAW has won National Labor Relations Board elections at three Atlantic City casinos, and lost at two. At the three where the UAW won, there has been little progress to date toward settlement of a union contract. In addition, the table games dealers employed by Casino Aztar Evansville have notified us of their intent to unionize. The table games dealers at Casino Aztar Evansville have also filed a petition with the National Labor Relations Board requesting a union election at which they are expected to determine whether to be to be represented by the UAW. On October 10, 2007, approximately 140 security officers employed by the Tropicana Atlantic City voted against union representation by the Security Police and Fire Professionals Association. However, the vote has not yet been certified and the Security Police and Fire Professionals Association may pursue legal challenges to the validity of the vote. Also, approximately 53 slot technicians employed by the Tropicana Atlantic City are scheduled to vote in a National Labor Relations Board election on October 22, 2007 to determine whether to be represented by the UAW. Accordingly, it is possible that either or both of these groups will ultimately be represented by unions. There can be no assurance that any negotiations we conduct with the table games dealers at the Tropicana Atlantic City or Casino Aztar Evansville will result in an agreement, or that any agreement reached will not cause us to incur significant increases in our labor costs. In addition, if we are unable to reach an agreement on mutually acceptable terms with the table games dealers at the Tropicana Atlantic City or Casino Aztar Evansville, the affected employees could engage in a work stoppage, which could have a material adverse effect on our results of operations and financial condition.

Further, certain of our collective bargaining agreements have expired, as a result of which we are seeking to renegotiate those agreements. The collective bargaining agreements between Tropicana Las

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Vegas and each of the Culinary Local 226 union and the International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists and Allied Crafts of the United States, its Territories and Canada Local No. 720 (which we refer to as IATSE Local No. 720) both expired on May 31, 2007. While we have begun negotiations with the Culinary Local 226 union and the IATSE Local No. 720 union aimed at entering into new collective bargaining agreements with each of them to replace the agreements that expired on May 31, 2007 and we and these unions have agreed to continue to perform under the terms of the expired contracts while negotiations continue among the parties, there can be no assurance that we will be able to successfully renegotiate such agreements without incurring significant increases in our labor costs. In addition, if we are unable to renegotiate these agreements on mutually acceptable terms, the affected employees may engage in a strike instead of continuing to operate under the expired contracts, which could have a material adverse effect on our results of operations and financial condition.

In addition, any unexpected shutdown of one of our casino properties or construction projects could have an adverse effect on our business and results of operations. There can be no assurance that we will be adequately prepared for unexpected events, including political or regulatory actions, that may lead to a temporary or permanent shutdown of any of our casino properties. For example, due to the New Jersey state legislature’s failure to pass a budget on time in 2006, the state government shut down all non-essential government functions in July 2006, such as the services of gambling inspectors at Atlantic City’s casinos, including the Tropicana Atlantic City. This forced casinos in Atlantic City to suspend their operations for several days in July 2006.

We are subject to extensive governmental regulation and taxation policies, the enforcement of which could adversely affect our business, financial condition and results of operations.

Regulation by Gaming Authorities.  We are subject to extensive regulation with respect to our ownership and operation of gaming facilities. State and local gaming authorities require us to hold various licenses, qualifications, findings of suitability, registrations, permits and approvals. The various gaming regulatory authorities, including the Nevada Gaming Commission, the Nevada State Gaming Control Board, the New Jersey Casino Control Commission, the Indiana Gaming Commission, the Louisiana Gaming Control Board and the Mississippi Gaming Commission have broad powers with respect to the licensing of casino operations and may deny, revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines, temporarily suspend casino operations and take other actions, any one of which could adversely affect our business, financial condition and results of operations.

To date, we have applied for or obtained all material governmental licenses, qualifications, registrations, permits and approvals that we believe to be materially necessary for the operation of our gaming facilities as operations at such facilities are presently conducted (other than certain findings of suitability with respect to recently appointed officers and managers). There can be no assurance that we can obtain any new, or renew any existing, licenses, qualifications, findings of suitability, registrations, permits or approvals that may be required in the future or that existing ones will not be suspended or revoked. If we expand any of our current gaming facilities or enter new jurisdictions, we must obtain all additional licenses, qualifications, findings of suitability, registrations, permits and approvals of the applicable gaming authorities in such jurisdictions. Indiana and New Jersey regulators have initiated staffing reviews in response to staffing reductions we implemented at our properties in those jurisdictions. We can neither predict the outcome of these staffing reviews nor what, if any, formal action may be taken by these regulatory agencies.

Potential Changes in Legislation and Regulation.  From time to time, legislators and special interest groups propose legislation that would expand, restrict or prevent gaming operations in the jurisdictions in which we operate. Further, from time to time individual jurisdictions have considered or enacted legislation and referendums, such as bans on smoking in casinos and other entertainment and dining facilities, that could adversely affect our operations.

Any restriction on or prohibition relating to our gaming operations or enactment of other adverse legislation or regulatory changes could have a material adverse effect on our operating results. Legislative proposals have been offered in New Jersey to authorize video lottery terminals at certain race tracks, which

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proposals are currently being considered and evaluated by the New Jersey legislature. If such proposals are enacted into law, we may experience decreased visitation levels at the Tropicana Atlantic City and our business, financial condition and results of operations could be adversely affected. In addition, in April 2007, the Indiana General Assembly enacted legislation that allows 2,000 slot machines at each of the state’s two horse tracks, which are located in Shelbyville and Anderson. Although the closest of these horse tracks is located over 200 miles from Casino Aztar Evansville, this new legislation could adversely affect our financial condition and results of operations by introducing additional competition in one of our market regions. It is anticipated that the horse tracks will commence slot operations in the first quarter of 2008.

Taxation and Fees.  The casino entertainment industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. Gaming companies are currently subject to significant state and local taxes and fees in addition to the federal and state income taxes that typically apply to corporations, and such taxes and fees could increase at any time. From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect the industry. For example, the federal government has considered a federal tax on casino revenues and may consider adopting such a tax in the future. In addition, in June 2002, the legislature in Indiana changed the gaming and admission tax rates for casino operators. Then, in its 2003 legislative session, the Indiana General Assembly imposed a retroactive wagering tax on all riverboat casinos, moving the effective date of the 2002 graduated wagering tax from August 1, 2002 to July 1, 2002. The Indiana Department of Revenue has assessed this retroactive tax on riverboat casinos without providing an offset for taxes paid at a higher tax rate during that one-month period. In addition, in April 2007, the Indiana General Assembly increased the maximum wagering tax rate to 40% on adjusted gross receipts, which we refer to as AGR, in excess of $600 million, but left other tax rates on gaming proceeds unchanged. This increased maximum wagering tax rate went into effect July 1, 2007. The other tax rates on gaming proceeds in Indiana remained as follows: (i) 15% on AGR on the first $25 million; (ii) 20% on AGR in excess of $25 million but less than $50 million; (iii) 25% on AGR in excess of $50 million but not exceeding $75 million; (iv) 30% on AGR in excess of $75 million but not exceeding $150 million; and (v) 35% on AGR in excess of $150 million but not exceeding $600 million. Worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes and fees. In addition, state or local budget shortfalls could prompt tax or fee increases. Any material increase in assessed taxes, or the adoption of additional taxes or fees in any of our markets, could have a material adverse effect on our financial results.

Compliance With Other Laws.  We are also subject to a variety of other rules and regulations, including zoning, environmental, construction and land-use laws and regulations governing the sale of alcoholic beverages. Failure to comply with these laws could have a material adverse effect on our business, financial condition or results of operations.

Our riverboats are subject to extensive regulations.

The riverboat gaming and support facilities that we operate must, in certain jurisdictions, including Louisiana and Indiana, comply with U.S. Coast Guard requirements as to boat design, on-board facilities, equipment, personnel and safety or requirements of state and local law, including the requirements of state gaming authorities, or both. If any of our riverboat gaming and support facilities fail to meet these requirements, we might be forced to stop operating the casino on it or connected with it. Each of our floating riverboat facilities must hold a Certificate of Inspection or must be approved by the American Bureau of Shipping for stabilization and flotation, and may also be subject to local zoning and building codes, as well as additional requirements mandated by state law or the relevant gaming regulatory authority. The U.S. Coast Guard requirements establish design standards, set limits on the operation of the vessels and require individual licensing of all personnel involved with the operation of the vessels. Loss of a Certificate of Inspection or American Bureau of Shipping approval or other approval mandated by state law or by the gaming regulatory authority with respect to our riverboat facilities would preclude its use as a casino. In addition, U.S. Coast Guard regulations require a hull inspection at a U.S. Coast Guard-approved dry docking facility or an underwater hull survey for all riverboats at five-year intervals and state and local

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authorities may have additional inspection requirements. The costs of travel to and from such docking facility, as well as the time required for inspections, could be significant. The loss of a dockside casino or riverboat casino from service for any period of time could adversely affect our business, financial condition and results of operations.

We are subject to environmental, health and safety regulations, and any liabilities arising out of noncompliance with applicable laws, or the implementation of significant regulatory change, could adversely affect our results of operations.

As the owner, operator and developer of real property we have to address, and may be liable for, hazardous materials or contamination of these sites. Some of our properties currently have or had in the past underground fuel storage tanks and construction materials containing asbestos. We have in the past, and may in the future, become liable for contamination of our properties that was caused by former owners or operators. For sites that we acquire for development, we typically conduct environmental assessments to identify potential adverse impacts of former activities, including the improper storage or disposal of hazardous substances, and the existence of asbestos-containing materials. We may not always identify environmental problems through this process and may become liable for historical contamination not previously discovered. For sites that we have sold, we may retain all or a portion of any residual environmental liability. In order to receive governmental approvals prior to engaging in site development, we must conduct assessments of the environmental impact of our proposed operations. Our ongoing operations are subject to stringent regulations relating to protection of the environment and handling of waste, particularly with respect to the management of wastewater from our facilities. Any failure to comply with existing laws or regulations, the adoption of new laws or regulations with additional or more rigorous compliance standards or the more vigorous enforcement of environmental laws or regulations could significantly harm our business by increasing our expenses and limiting our future opportunities.

Our operations could be adversely affected due to the adoption of certain anti-smoking regulations.

In November 2006, voters in the State of Nevada adopted a referendum prohibiting smoking in indoor places of employment including, but not limited to, bars, taverns, grocery stores, drug stores and convenience stores, and giving future control over smoking regulation to individual counties and municipalities. While Nevada casino floors are exempt from the new law, the restaurants, lounges and bars adjacent, or connected, to our casinos are not exempt. Accordingly, this smoking restriction could result in decreased customer traffic at our casinos and have an adverse effect on our operating results.

New Jersey recently adopted the Smoke Free Air Act, which prohibits smoking in indoor public places and indoor places of work. New Jersey casinos were previously exempt from the smoking ban. However, effective April 15, 2007, an ordinance passed by the City Council of Atlantic City eliminated the exemption provided to casinos and currently limits smoking at gaming establishments to no more than 25% of the casino floor. The city ordinance will eventually require casinos in New Jersey to build enclosures with ventilation systems to remove smoke from the air. Casinos were required to submit their plans for such enclosures to the state Department of Community Affairs by September 15, 2007 and will have 90 days after state approval of such plans to begin constructing the enclosures. In part as a result of the city ordinance eliminating the smoking exemption formerly provided to casinos, we believe we have experienced decreased visitation levels at the Tropicana Atlantic City and consequently our business, financial condition and results of operations have been adversely affected.

Compliance with the Sarbanes-Oxley Act and the disclosure requirements under the indenture will likely increase our operating expenses.

Concurrently with the filing of the Registration Statement containing this prospectus, many provisions of the Sarbanes-Oxley Act of 2002 (as well as rules subsequently promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, which we refer to collectively as the Sarbanes-Oxley Act), became applicable to us. In addition, the indenture requires us to file periodic reports, such as annual reports on Form 10-K and quarterly reports on Form 10-Q, with the SEC. These requirements require us to carry out

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activities that we have not done previously, and will result in the incurrence by us of additional administrative, legal and accounting costs.

The Sarbanes-Oxley Act will require changes to some of our corporate governance practices. For example, under Section 404 of the Sarbanes-Oxley Act, which under current regulations we do not expect to be applicable to us until our first fiscal year ending on or after December 31, 2008, we will be required to document and test our internal control procedures, our management will need to assess and report on our internal control over financial reporting and our registered public accounting firm will need to issue an opinion on that assessment and the effectiveness of those internal controls. Further, if we identify any issues in complying with those requirements (for example, if we or our registered public accounting firm identify a material weakness in our internal controls over financial reporting), we could incur additional costs in rectifying those issues, and the existence of those issues could adversely affect us, including our ability to execute additional financing transactions or acquisitions, our reputation or the trading price or rating of the notes. We also expect that the applicability of these rules and regulations to our company could make it more difficult for us to attract and retain qualified executive officers.

The owner of Tropicana Entertainment’s equity interests may take actions that conflict with your interests.

Mr. William Yung indirectly owns all of the outstanding equity securities of Tropicana Entertainment, including 100% of its outstanding voting equity securities. See “Security Ownership of Certain Beneficial Owners and Management.” Thus, Mr. William Yung controls the election of Tropicana Entertainment’s Board of Managers (of which he is presently the sole member), the election of Tropicana Finance’s Board of Directors (of which he is presently the sole director) and the appointment of members of Tropicana Entertainment’s management team, and can approve or disapprove any other matters requiring the approval of Tropicana Entertainment’s Board of Managers or Tropicana Finance’s Board of Directors, such as mergers, acquisitions, sales of all or substantially all of the assets of Tropicana Entertainment and change of control transactions. Further, Tropicana Entertainment’s Board of Managers and Tropicana Finance’s Board of Directors are empowered to make decisions affecting Tropicana Entertainment’s capital structure, including decisions to issue additional capital stock, repurchase capital stock and declare dividends.

The interests of Mr. William Yung as Tropicana Entertainment’s indirect controlling equity holder, the sole member of Tropicana Entertainment’s Board of Managers and the sole director of Tropicana Finance’s Board of Directors could conflict with your interests. For example, if Tropicana Entertainment encounters financial difficulties or is unable to pay its debts as they mature, the interests of Mr. William Yung as a holder of its equity might conflict with your interests as a holder of the notes. Mr. William Yung may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in his judgment, would enhance the value of his equity position in Tropicana Entertainment, even though such transactions might involve risks to you as a holder of the notes. Further, Mr. William Yung has no obligation to provide Tropicana Entertainment with any additional equity or debt financing.

In addition to being Tropicana Entertainment’s indirect controlling equity holder and the sole member of its Board of Managers and Tropicana Finance’s Board of Directors, Mr. William Yung is also the controlling shareholder of Columbia Sussex and his interests with respect to our company and Columbia Sussex may conflict. Your interests as a holder of our notes may be harmed as a result of these conflicts. For example, Columbia Sussex is an operator of hotel properties and future business opportunities may arise that would be advantageous for either us or Columbia Sussex to pursue. Under such circumstances, Mr. William Yung may take actions which are more favorable to Columbia Sussex than to us and, under most circumstances, would not owe you, in your capacity as a holder of the notes, any fiduciary duties with respect to such actions.

Mr. William Yung also controls gaming assets that are not subsidiaries of Tropicana Entertainment or any of the affiliate guarantors. Specifically, Tropicana Casinos and Resorts directly holds the operations of its New Orleans riverboat and the gaming assets and operations at the Casuarina Las Vegas Casino. In addition, Columbia Sussex owns a resort in St. Maarten that contains a casino. There can be no assurance

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that Mr. William Yung will pursue future business opportunities in the gaming industry through us rather than one of his other gaming development platforms.

In addition, Mr. William Yung holds a 1% ownership interest and a 100% voting interest in CP Vicksburg, an affiliate guarantor, and is its sole manager. See “Security Ownership of Certain Beneficial Owners and Management.” Accordingly, Mr. William Yung exercises control over CP Vicksburg and his interests could conflict with your interests in the ways described above with respect to Tropicana Entertainment.

Mr. William Yung does not control JMBS Casino, one of the guarantors of the notes that is not a subsidiary of Tropicana Entertainment, and the managers of, or holders of membership interests in, JMBS Casino could take actions that conflict with your interests or conflict with the interests of Tropicana Entertainment.

JMBS Casino, one of the affiliate guarantors, is wholly-owned by the JMBS Trust. Unlike CP Vicksburg and Realty, the other affiliate guarantors, Mr. William Yung does not control the business or operations of JMBS Casino. Each of Mr. William Yung’s children serves as a manager of JMBS Casino and, in such capacities, they collectively have full and exclusive power to manage and control the business and affairs of JMBS Casino.

JMBS Casino has agreed to guarantee the notes and has agreed to be subject to the restrictive covenants contained in the indenture. However, JMBS Casino and its managers are not obligated to otherwise operate the business of JMBS Casino in a way that benefits Tropicana Entertainment or the holders of its debt obligations. Further, JMBS Casino is controlled by Mr. William Yung’s children, and their interests could conflict with your interests in a manner similar to the potential conflicts of interest described under “— The owner of Tropicana Entertainment’s equity interests may take actions that conflict with your interests.”

We depend upon our key employees and certain members of our management.

Our success is substantially dependent upon the efforts and skills of Mr. William Yung, our Chief Executive Officer and President, and members of our senior management team. We will rely on senior management’s experience in opening and operating casinos in the markets in which we presently operate and intend to operate in the future. If we were to lose the services rendered by Mr. William Yung or other members of our senior management team, our operations could be adversely affected. In addition, we compete with other potential employers for employees, and we may not succeed in hiring and retaining the executives and other employees that we need. In New Jersey and Nevada, for example, there is intense competition to hire and retain high-level gaming executives and managerial personnel. An inability to hire and retain qualified employees could have a material adverse effect on our business, financial condition and results of operations. See “Management.”

Our dockside and riverboat facilities are subject to additional risks.

Dockside and riverboat facilities are subject to risks in addition to those associated with land-based casinos, including loss of service due to casualty, mechanical failure, extended or extraordinary maintenance, flood, hurricane or other severe weather. Our riverboats face additional risks from the movement of vessels on waterways, such as collisions with other vessels or damage from debris in the water. Reduced patronage and the loss of a dockside or riverboat casino from service for any period of time could adversely affect our results of operations.

The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.

A majority of our gaming revenue is attributable to slot machines operated by us at our gaming facilities. It is important, for competitive reasons, that we offer the most popular and technologically advanced slot machine games to our customers. We believe that a substantial majority of the slot machines

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sold in the United States in recent years were manufactured by a limited number of companies. A deterioration in our commercial arrangements with any of these slot machine manufacturers could result in our being unable to acquire the slot machines desired by our customers, or could result in manufacturers significantly increasing the cost of these machines. Alternatively, significant industry demand for new slot machines may result in our being unable to acquire the desired number of new slot machines or result in manufacturers increasing the cost of these machines. The inability to obtain new and up-to-date slot machine games could impair our competitive position and result in decreased gaming revenues at our casinos. In addition, increases in the costs associated with acquiring slot machine games could adversely affect our profitability.

In recent years, the prices of new slot machines have risen more rapidly than the domestic rate of inflation. Furthermore, in recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring gaming operators to execute participation lease arrangements in order for them to be able to offer such machines to patrons. Participation slot machine leasing arrangements typically require the payment of a fixed daily rental fee. Such agreements may also include a percentage payment to the manufacturer of “coin-in” or “net win.” Generally, a slot machine participation lease is more expensive over the long term than the cost of purchasing a new slot machine. We have slot machine participation leases at each of our properties.

For competitive reasons, we may be forced to purchase new slot machines, replace our older slot machines with more costly “ticket-in ticket-out” machines, or enter into participation lease arrangements that are more expensive than the costs currently associated with the continued operation of our existing slot machines. If the newer slot machines do not result in sufficient incremental revenues to offset the increased investment and participation lease costs, our profitability could be adversely affected.

We extend credit to our customers and our inability to collect gaming debts may have an adverse effect on our results of operations.

At certain of our casino properties, we conduct our gaming activities on a credit as well as a cash basis. Table games players are typically extended more credit than slot players, and high-stakes players are typically extended more credit than patrons who wager lower amounts. Our credit policy varies from facility to facility based upon the types of customers at each facility and regulatory requirements in each jurisdiction. In general, credit is extended to new credit customers after verification of certain banking information and evaluation of the customer’s credit history from other casinos, the customer’s income and net worth, and traditional consumer credit reports. Additional credit may be extended to existing credit customers after evaluating the above factors plus the player’s gaming and credit history with our casinos. Gaming debts are legally enforceable under the current laws of Nevada, Mississippi, New Jersey and Indiana provided that the gaming licensee conforms to regulatory guidelines governing the extension of credit and collection activities. However, it is not clear that all other states or foreign countries will honor these policies. We have made provisions for estimated uncollectible gaming receivables in order to reduce gaming receivables to amounts deemed to be collectible. However, our inability to collect gaming receivables could have an adverse effect on our results of operations.

Our business is capital intensive, and we may not be able to raise adequate capital to finance our business strategy, or we may be able to do so only on terms that significantly restrict our ability to operate our business.

Implementation of our business strategy, specifically the development of our properties, requires a substantial outlay of capital. As we pursue our business strategy and seek to respond to opportunities and trends in our industry, our actual capital expenditures may differ from our expected capital expenditures and there can be no assurance that we will be able to satisfy our capital requirements in the future. Furthermore, if we determine that we need to obtain additional funds through external financing and are unable to do so, particularly in light or the recent weakening of the credit markets, we may be prevented from fully implementing our business strategy and, as a consequence, our results of operations could be adversely affected.

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The indenture and the credit documentation governing the senior secured credit facility impose restrictions on us that may limit our flexibility in conducting our business and implementing our strategy. For example, the credit documentation governing the senior secured credit facility contains financial and operating covenants that, among other things, limit our ability and the ability of the guarantors under the senior secured credit facility to incur additional indebtedness or to pledge their assets as security for additional borrowings. These restrictions will likely make it more difficult for us to obtain further external financing if we require it and could significantly restrict our ability to operate our business.

We may not have or be able to obtain sufficient insurance coverage to replace or cover the full value of losses we may suffer.

The terrorist attacks of September 11, 2001, Hurricanes Katrina and Rita in 2005 and other factors have substantially affected the cost and availability of insurance coverage for certain types of damages or occurrences. We evaluate our risks and insurance coverage annually. While we believe we have obtained sufficient insurance coverage with respect to the occurrences of casualty damage to cover losses that could result from the acts or events described above for the next year, we may not be able to obtain sufficient or similar insurance for later periods and we cannot predict whether we will encounter difficulty in collecting on any insurance claims we may submit, including claims for business interruption.

In addition, while we maintain insurance against many risks to the extent and in amounts that we believe are reasonable, these policies do not cover all risks. Furthermore, portions of our business are difficult or impracticable to insure. Therefore, after carefully weighing the costs, risks and benefits of retaining versus insuring various risks, as well as the availability of certain types of insurance coverage, we occasionally opt to retain certain risks not covered by our insurance policies. Retained risks are associated with deductible limits, partial self-insurance programs and insurance policy coverage ceilings.

As an example, we carry certain insurance policies that, in the event of certain substantial losses, may not be sufficient to pay the full current market value or current replacement cost of damaged property. As a result, if a significant event were to occur that is not fully covered by our insurance policies, we may lose all, or a portion of, the capital we have invested in a property, as well as the anticipated future revenue from such property, and our financial condition and results of operations could be adversely affected. Consequently, uninsured losses may negatively affect our financial condition, liquidity and results of operations. There can be no assurance that we will not face uninsured losses pertaining to the risks we have retained.

Our results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war and terrorism.

Natural disasters such as major hurricanes, floods, fires and earthquakes could adversely affect our business and operating results. Hurricanes are common to the areas in which our Louisiana property is located and the severity of such natural disasters is unpredictable. In 2005, Hurricanes Katrina and Rita caused significant damage in the Gulf Coast region. We cannot predict the impact that any future natural disasters will have on our ability to maintain our customer base or to sustain our business activities.

Catastrophic events such as terrorist and war activities in the United States and elsewhere have had a negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions) and tourism. We cannot predict the extent to which such events may affect us, directly or indirectly, in the future. We also cannot assure you that we will be able to obtain any insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts. If there is a prolonged disruption at any of our properties due to natural disasters, terrorist attacks or other catastrophic events, or if several of our properties simultaneously experience such events, our results of operations and financial condition could be materially adversely affected.

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Economic and political conditions, including slowdowns in the economy, and other factors affecting discretionary consumer spending may harm our operating results.

The strength and profitability of our business depends on consumer demand for hotel and casino resorts and gaming in general and for the types of amenities we offer. A general downturn in economic conditions, changes in consumer preferences or other factors affecting discretionary consumer spending, could harm our business. The terrorist attacks of September 11, 2001, ongoing terrorist and war activities involving the United States generally have had a negative impact on leisure expenditures, including lodging, gaming and tourism, and may continue to affect the overall economy and consumer confidence. An extended period of reduced discretionary spending or disruptions or declines in travel could significantly harm our operations.

Sudden changes in economic conditions can also result in changes to our operating results that are not sustainable. For instance, as a result of Hurricanes Katrina and Rita in 2005, the population in and around Baton Rouge, Louisiana and Vicksburg, Mississippi experienced increases that contributed to significant improvements in the operating results of the Belle of Baton Rouge and the Vicksburg Horizon in 2005 and the first eight months of 2006. In addition, the hurricanes resulted in the closure of many other casinos in the Gulf Coast region, which eliminated some of our competition and contributed positively to our operating results. However, by September 2006, the revenue increases we experienced at the Belle of Baton Rouge and the Vicksburg Horizon began to decline as more casinos re-opened in the Gulf Coast region and the transient population created by the hurricanes began to shift back, in part, to New Orleans and other Gulf Coast areas.

Energy price increases may adversely affect our cost of operations and our revenues.

Our casino properties use significant amounts of electricity, natural gas and other forms of energy. While we have not experienced shortages of energy or fuel to date, substantial increases in energy and fuel prices in the United States may negatively affect our operating results in the future. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases, but this impact could be material. In addition, energy and gasoline price increases in cities that constitute a significant source of customers for our properties could result in a decline in disposable income of potential customers and a corresponding decrease in visitation and spending at our properties, which would negatively impact our revenues.

Risks Related to the Exchange Offer and Our Indebtedness

Holders who fail to exchange their outstanding notes will continue to be subject to restrictions on transfer.

If you do not exchange your outstanding notes in the exchange offer, your outstanding notes will continue to be subject to the restrictions on transfer described in the legend on the certificates for such notes. The restrictions on transfer of your outstanding notes arise because we issued the outstanding notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws, or are offered and sold under an exemption from these requirements. We do not plan to register the outstanding notes under the Securities Act. Furthermore, we have not conditioned the exchange offer on receipt of any minimum or maximum principal amount of outstanding notes. As outstanding notes are tendered and accepted in the exchange offer, the principal amount of remaining outstanding notes will decrease. This decrease will reduce the liquidity of the trading market for the outstanding notes. We cannot assure you of the liquidity, or even the continuation, of the trading market for the outstanding notes following the completion of the exchange offer. For further information regarding the consequences of tendering your outstanding notes in the exchange offer, see the discussions below under the captions “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Outstanding Notes” and “Certain U.S. Federal Income Tax Considerations.”

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You must comply with the exchange offer procedures in order to receive new, freely tradeable notes.

Delivery of exchange notes in exchange for outstanding notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

•  certificates for outstanding notes or a book-entry confirmation of a book-entry transfer of outstanding notes into the exchange agent’s account at DTC, New York, New York as a depository, including an agent’s message, as defined in this prospectus, if the tendering holder does not deliver a letter of transmittal;

•  a complete and signed letter of transmittal, or facsimile copy, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message in place of the letter of transmittal; and

•  any other documents required by the letter of transmittal.

Therefore, holders of outstanding notes who would like to tender outstanding notes in exchange for exchange notes should be sure to allow enough time for the outstanding notes to be delivered in a timely fashion. We are not required to notify you of defects or irregularities in tenders of outstanding notes for exchange. Outstanding notes that are not tendered or that are tendered but not accepted by us for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the registration rights agreement will terminate. See “The Exchange Offer — Procedures for Tendering Outstanding Notes” and “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Outstanding Notes.”

Some holders who exchange their outstanding notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

We have a significant amount of indebtedness. As of September 30, 2007, our total indebtedness was approximately $2.70 billion (which includes $440.0 million of indebtedness of the Las Vegas borrower under the Las Vegas secured loan). In addition, we had approximately $9.7 million of letters of credit issued for our account and approximately $170.3 million in additional availability under the revolving credit facility under the senior secured credit facility.

Our substantial indebtedness could have important consequences for you. For example, it could:

•  make it more difficult for us to satisfy our obligations with respect to the notes;

•  increase our vulnerability to general adverse economic and industry conditions, and limit our ability to withstand competitive pressures;

•  require us to dedicate a substantial portion of our cash flow from operations to payments in respect of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, development projects and other general operating requirements;

•  limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•  restrict us from making strategic acquisitions or exploiting business opportunities;

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•  place us at a competitive disadvantage compared to our competitors that have less debt; and

•  limit our ability to borrow additional funds.

Any of the above factors could materially adversely affect our business, financial condition and results of operations.

Despite our level of indebtedness, we may be able to incur substantially more debt. This could exacerbate the risks described above.

We may be able to incur significant additional indebtedness in the future. Although the indenture and the credit agreement governing the senior secured credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. Furthermore, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness, as defined in the applicable agreement. To the extent new debt is added to our current debt levels, the substantial leverage risks described above would increase. See “Description of Other Indebtedness” and “Description of the Exchange Notes.”

To service our indebtedness, including the notes, we will require a significant amount of cash, but our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we do not generate sufficient cash flows from operations to satisfy our debt obligations, including payments on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds to be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at that time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

The terms of the indenture, the credit documentation governing the senior secured credit facility and the documentation governing our other indebtedness may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

The indenture, the credit documentation governing the senior secured credit facility and the documentation governing our other indebtedness, as well as documentation governing any future indebtedness of ours, contain or may contain, as the case may be, a number of restrictive covenants imposing significant operating and financial restrictions on Tropicana Entertainment and its subsidiaries, as well as the affiliate guarantors, including covenants restricting or otherwise limiting, among other things, Tropicana Entertainment’s ability, or the ability of its subsidiaries or the affiliate guarantors, to:

•  incur or guarantee additional debt or issue certain preferred stock;

•  pay certain dividends, or make certain redemptions, repurchases or distributions, with respect to equity interests or subordinated indebtedness;

•  create or incur certain liens;

•  make certain loans or investments;

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•  engage in mergers, acquisitions, amalgamations, asset sales and sale and leaseback transactions;

•  engage in transactions with affiliates; and

•  create restrictions on the ability of Tropicana Entertainment’s subsidiaries or the affiliate guarantors to pay dividends or make other payments to Tropicana Entertainment.

The senior secured credit facility also requires us to maintain certain financial ratios, which will become increasingly restrictive over time.

The restrictions and covenants in the indenture, the credit documentation governing the senior secured credit facility and the documentation governing our other indebtedness may adversely affect our ability to finance future operations or capital needs or to engage in other business activities that we believe would be in the best interests of our business, and may make it more difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with such agreements. The breach of any of these restrictions or covenants could result in a default under the applicable agreement, which could result in the acceleration of the indebtedness governed by such agreements as well as much of our other indebtedness.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under the senior secured credit facility, and the remedies sought by the holders of such indebtedness, could adversely affect our ability to pay the principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including the senior secured credit facility), we would be in default under the terms of the agreements governing such indebtedness. In the event of such a default, the holders of such indebtedness could elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable, the lenders under the senior secured credit facility could elect to terminate their commitments or cease making further loans and institute foreclosure proceedings against our assets, or we could be forced to apply all available cash to repay such indebtedness and, in any such case, we could ultimately be forced into bankruptcy or liquidation. Because the indenture and the credit documentation governing the senior secured credit facility contain customary cross-default provisions, if the indebtedness under the notes or under the senior secured credit facility is accelerated, we may be unable to repay or refinance the amounts due. See “Description of Other Indebtedness” and “Description of the Exchange Notes.”

Because of Tropicana Entertainment’s holding company structure, it depends on the guarantors to satisfy its obligations under the notes.

Tropicana Entertainment is a holding company with no business operations of its own. Consequently, its cash flow and its ability to repay its indebtedness, including the notes, depends on the cash flow of the guarantors and the payments they make to Tropicana Entertainment. In addition, the guarantors’ ability to make any payments to Tropicana Entertainment depends on their earnings, the terms of their indebtedness, legal and regulatory restrictions and other conditions. Each of the guarantors, including those that are subsidiaries of Tropicana Entertainment, is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit Tropicana Entertainment’s ability to obtain cash from it. While the indenture limits the ability of the guarantors to incur restrictions on their ability to pay dividends or make other intercompany payments to Tropicana Entertainment, these limitations are subject to certain qualifications and exceptions. Further, the ability of the guarantors to make payments to Tropicana Entertainment is also governed by the gaming laws of certain jurisdictions, which place limits on the amount of funds which may be transferred to Tropicana Entertainment and may require prior or subsequent approval for any

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payments to Tropicana Entertainment. We cannot assure you that the guarantors will be able to provide Tropicana Entertainment with sufficient dividends, distributions or loans to fund payments on the notes when due.

Your right to receive payments on the notes is junior to all of the co-issuers’ and the guarantors’ existing and future senior indebtedness.

The outstanding notes and guarantees are, and the exchange notes and guarantees will be, subordinated to the prior payment in full of the co-issuers’ and the guarantors’ current and future senior debt. As of September 30, 2007, the co-issuers and the guarantors had approximately $1,740.2 million of senior indebtedness outstanding (which included the $440.0 million of senior indebtedness of the Las Vegas borrower under the Las Vegas secured loan) and approximately $170.3 million in additional revolving loan availability under the senior secured credit facility (which was net of approximately $9.7 million of outstanding letters of credit). All of these borrowings are senior to the outstanding notes and will be senior to the exchange notes. The indenture permits us and the guarantors to incur additional debt under specified circumstances, all of which may be senior to the notes and the guarantees of the notes. Because of the subordination provision of the indenture, in the event of the bankruptcy, liquidation or dissolution of the co-issuers or any guarantor, the co-issuers’ assets and the assets of the guarantors would be available to pay obligations under the notes only after all payments had been made on the co-issuers’ and the guarantors’ senior debt, including under the senior secured credit facility. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the notes, including payments of interest when due. Also, because of these subordination provisions, you may recover less ratably than our other creditors in a bankruptcy, liquidation or dissolution. In addition, all payments on the notes and the guarantees will be prohibited in the event of a payment default on senior debt, including borrowings under the senior secured credit facility, and may be prohibited for up to 179 consecutive days in the event of non-payment defaults on certain of our senior debt, including the senior secured credit facility. See “Description of the Exchange Notes — Ranking.”

The outstanding notes and guarantees are not, and the exchange notes and guarantees will not be, secured by the co-issuers’ assets, or the assets of the guarantors, and the lenders under the senior secured credit facility are entitled to remedies available to a secured lender, which give them priority over you to collect amounts due to them.

In addition to being contractually subordinated to all existing and future senior indebtedness, the outstanding notes and guarantees are not, and the exchange notes and guarantees will not be, secured by any of the co-issuers’ assets or any of the assets of the guarantors. In contrast, the co-issuers’ obligations under the senior secured credit facility are expected to be secured by substantially all of their assets and substantially all of the assets of the guarantors. In addition, we may incur other senior indebtedness, which may be substantial in amount, and which may be secured. As of September 30, 2007, we and the guarantors had approximately $1,740.2 million of secured indebtedness outstanding and approximately $170.3 million in additional revolving loan availability under the senior secured credit facility (which is net of approximately $9.7 million of outstanding letters of credit), with any additional revolving borrowings under the facility also being secured.

Because the outstanding notes and guarantees are, and the exchange notes and guarantees will be, unsecured obligations, your right of repayment may be compromised if any of the following situations occur:

•  we enter into a bankruptcy, liquidation, reorganization or any other winding-up proceeding;

•  there is a default in payment under the senior secured credit facility or other secured indebtedness; or

•  there is an acceleration of any indebtedness under the senior secured credit facility or other secured indebtedness.

If any of these events occurs, the secured lenders could sell those of our assets in which they have been granted a security interest, to your exclusion, even if an event of default exists under the indenture at such

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time. As a result, upon the occurrence of any of these events, there may not be sufficient funds to pay amounts due on the notes and the guarantees.

Only certain of Tropicana Entertainment’s subsidiaries guarantee the outstanding notes and will guarantee the exchange notes, and the assets of non-guarantor subsidiaries may not be available to make payments on the notes.

Certain of Tropicana Entertainment’s subsidiaries, including Greenville Riverboat, a direct subsidiary of Tropicana Entertainment that it does not wholly-own, and its subsidiaries that hold the assets and operations relating to the Tropicana Las Vegas, including the 34-acre property located on the Las Vegas “Strip,” do not provide guarantees in respect of the outstanding notes and will not provide guarantees in respect of the exchange notes. Greenville Riverboat is, however, subject to the restrictive covenants contained in the indenture. On a pro forma basis giving effect to the Transactions, the non-guarantor subsidiaries would have generated approximately 16.1% of Tropicana Entertainment’s net operating revenues for the year ended December 31, 2006. For the six months ended June 30, 2007, the non-guarantor subsidiaries generated approximately 17.7% of Tropicana Entertainment’s net operating revenues. As part of the Transactions, Tropicana Entertainment’s subsidiaries that operate the Tropicana Las Vegas incurred $440.0 million of indebtedness in respect of the Las Vegas secured loan. It is expected that this loan will be replaced with a construction financing loan with a longer term in order to finance the redevelopment of the Tropicana Las Vegas property, which financing is expected to be significantly larger than the Las Vegas secured loan. Further, Tropicana Entertainment’s subsidiaries that operate the Tropicana Las Vegas are designated as “unrestricted parties” under the indenture and, as a result, are not subject to its restrictive covenants or event of default provisions. As a result, the indenture does not restrict the amount of additional indebtedness that may be incurred by these non-guarantor subsidiaries, and defaults by these non-guarantor subsidiaries in respect of their indebtedness or even bankruptcy or liquidation events with respect to these subsidiaries would not constitute events of default under the indenture.

In the event that a non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities of the non-guarantor subsidiaries, including trade payables, and the claims (if any) of third party holders of preferred equity interests in the non-guarantor subsidiaries.

The credit documentation with respect to the Las Vegas secured loan contains, and the terms of any construction financing that replaces the Las Vegas secured loan are expected to contain, restrictions on the ability of the parties to those financing arrangements to distribute any cash or assets relating to the Tropicana Las Vegas to Tropicana Entertainment. Further, since the subsidiaries of Tropicana Entertainment that operate the Tropicana Las Vegas casino are designated as “unrestricted parties” under the indenture and are not subject to its restrictive covenants or event of default provisions, those subsidiaries will be able to declare and pay dividends in respect of their equity interests, repurchase equity interests, sell assets, make investments and otherwise transfer cash and assets without regard to the restrictive covenants in the indenture. As a result, you should not rely on any of the assets or cash flow relating to the Tropicana Las Vegas, or any other non-guarantor subsidiary, for purposes of making an investment decision with respect to the exchange notes.

U.S. federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received from Tropicana Entertainment or the guarantors.

Certain of Tropicana Entertainment’s subsidiaries and the affiliate guarantors guarantee the obligations under the outstanding notes and will guarantee the obligations under the exchange notes. The co-issuers’ issuance of the notes and the issuance of guarantees of the notes by the guarantors may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf

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of, the co-issuers’ unpaid creditors or the unpaid creditors of any guarantor. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may void or otherwise decline to enforce the notes or a guarantee, or may subordinate the notes or such guarantee, to the co-issuers’ or the applicable guarantor’s existing and future indebtedness. While the relevant laws may vary from state to state, a court might do so if it found that when the notes were issued or when the applicable guarantor entered into its guarantee, or, in some states, when payments became due under the notes or a guarantee:

•  the notes were issued or the guarantee was entered into with the actual intent to hinder, delay or defraud creditors; or

•  the co-issuers or the applicable guarantor received less than reasonably equivalent value or fair consideration and either:

•  was insolvent or rendered insolvent by reason of such incurrence;

•  was engaged in a business or transaction for which their or its remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that they or it would incur, debts beyond their or its ability to pay such debts as they mature.

Alternatively, payments by the co-issuers or a guarantor pursuant to the notes or its guarantee could be voided and required to be returned to the co-issuers or such guarantor or to a fund for the benefit of the co-issuers’ or such guarantor’s creditors, and accordingly a court might direct you to repay any amounts that you had already received from the co-issuers or such guarantor.

A court would likely find that the co-issuers or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if the co-issuers or the guarantor did not substantially benefit directly or indirectly from the issuance of the notes. The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a co-issuer or a guarantor, as applicable, would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its respective assets; or

•  the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•  it could not pay its respective debts as they become due.

Each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless.

Because the notes and each guarantor’s liability under its guarantee may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from the co-issuers or from some or all of the guarantors.

To the extent a court voids the notes or any of the guarantees as fraudulent transfers or holds the notes or any of the guarantees to be unenforceable for any other reason, holders of notes would cease to have any direct claim against the applicable co-issuer or guarantor. If a court were to take this action, the applicable co-issuer’s or guarantor’s assets would be applied first to satisfy its liabilities, if any, before any portion of its respective assets could be applied to the payment of the notes. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any.

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We may not be able to repurchase the notes upon a change of control.

The indenture requires us to offer to repurchase some or all of the outstanding notes, and will require us to offer to repurchase some or all of the exchange notes, when certain change of control events occur. If we experience a change of control, you will have the right to require us to repurchase your notes at a purchase price in cash equal to 101% of the principal amount of your notes plus accrued and unpaid interest, if any. It is possible that we will not have sufficient funds at the time of a change of control to make the required repurchase of the notes. Moreover, the senior secured credit facility restricts, and any future indebtedness we incur may restrict, our ability to repurchase the notes, including following a change of control event. Our failure to purchase tendered notes would constitute an event of default under the indenture which, in turn, would constitute a default under the senior secured credit facility.

In addition, the senior secured credit facility provides that a change of control, as defined in the credit documentation governing it, constitutes a default. Any future credit agreement or other agreements relating to senior indebtedness to which we become a party may contain similar provisions. If we experience a change of control that triggers a default under the senior secured credit facility, we could seek a waiver of such default or seek to refinance the senior secured credit facility. In the event that we do not obtain such a waiver or refinance the senior secured credit facility, such default could result in amounts outstanding under the senior secured credit facility being declared due and payable. In the event that we experience such a change of control that also results in us having to repurchase the notes, we may not have sufficient financial resources at the time to satisfy all of our obligations under the senior secured credit facility, the notes and our other indebtedness.

The change of control covenant in the indenture does not cover all corporate reorganizations, mergers or similar transactions and may not provide you with protection in a highly leveraged transaction. See “Description of the Exchange Notes — Change of Control.”

If interest rates rise, the amount of interest paid by us under the senior secured credit facility will increase.

Revolving borrowings and the term loan under the senior secured credit facility bear interest at variable rates based on adjusted LIBOR or an alternate base rate (as such concepts are defined in the senior secured credit facility). We cannot predict the interest rate environment or guarantee that interest rates will not rise in the near future. An increase in LIBOR or the alternate base rate could result in a significant increase in our annual interest expense under the senior secured credit facility. See the notes to the unaudited consolidated pro forma financial presentation included elsewhere in this prospectus. Should interest rates rise significantly, our cash flows and ability to satisfy our obligations under the notes and our other indebtedness will be adversely affected. While we have entered into agreements limiting our exposure to such variations (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts — Quantitative and Qualitative Disclosures About Market Risk”), such agreements do not offer complete protection from this risk.

There has not been, and may not be, an active trading market for the exchange notes.

The exchange notes will be new issues of securities for which there is currently no market. We cannot guarantee the future development of a market for the exchange notes or the ability of holders to sell, or the price at which holders may be able to sell, their exchange notes. If the exchange notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities and other factors. We do not intend to apply for the exchange notes to be listed on any securities exchange or to arrange for quotation with respect to the exchange notes on any automated dealer quotation system. Therefore, no assurance can be given as to whether an active trading market will develop for the exchange notes or, if a market develops, whether it will continue.

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You may be required to dispose of, or we may be permitted to redeem, the notes pursuant to gaming laws.

Gaming authorities can generally require that any holder or beneficial owner of our securities be licensed (or, in the case of New Jersey, obtain ICA) or be found qualified or suitable under applicable gaming laws. If, at any time, any gaming authority requires that a holder or beneficial owner of notes be licensed, authorized or found qualified or suitable under any applicable gaming laws or regulations and that holder or beneficial owner:

•  fails to apply for a license, authorization, qualification or finding of suitability within 30 days (or such shorter period as may be required by the applicable gaming authority); or

•  is denied such license, authorization, qualification or finding of suitability,

subject to applicable gaming laws, we will have the right, at our option,

•  to require such holder or beneficial owner to dispose of its notes within 30 days (or such earlier date as may be required by the applicable gaming authority) of receipt of such notice or finding by such gaming authority; or

•  to call for redemption the notes held by such holder or beneficial owner. The redemption price will be equal to the lesser of:

•  the principal amount of the notes, together with accrued interest thereon,

•  the price that the holder or the beneficial owner paid for the notes, together with accrued interest thereon, or

•  such other lesser amount as may be required by the applicable gaming authority.

Finally, under such circumstances, you would not be entitled to exercise any rights of ownership or receive any income from the notes if you fail to obtain the required license, authorization, qualification or finding of suitability.

For more information, see “Regulation and Licensing” and “Description of the Exchange Notes — Gaming Redemption.”

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

We sold the outstanding notes to certain initial purchasers on December 28, 2006. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. In connection with the issuance of the outstanding notes, we entered into a registration rights agreement with Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers of the outstanding notes.

Among other things, the registration rights agreement requires us to register the exchange notes under the federal securities laws and offer to exchange the exchange notes for the outstanding notes. The exchange notes will be issued without a restrictive legend and generally may be resold without registration under the federal securities laws. We are effecting the exchange offer in order to comply with the registration rights agreement. Under some circumstances set forth in the registration rights agreement, holders of outstanding notes, including holders who are not permitted to participate in the exchange offer or who may not freely sell exchange notes received in the exchange offer, may require us to file and cause to become effective, a shelf registration statement covering resales of the outstanding notes by these holders. For more information concerning the registration rights agreement, you should refer to the complete copy of the registration rights agreement, which has been filed as an exhibit to the Registration Statement of which this prospectus is a part. See “Where You Can Find More Information.”

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Terms of the Exchange Offer; Period for Tendering Outstanding Notes

Subject to terms and conditions detailed in this prospectus, we will accept for exchange outstanding notes that are properly tendered on or prior to the expiration date and not withdrawn as permitted below. The term “expiration date” means 5:00 p.m., New York City time,          , 2007, the 30th day following the date of this prospectus. We may, however, in our sole discretion, extend the period of time that the exchange offer is open, in which case the term “expiration date” will mean the latest time and date to which the exchange offer is extended.

As of the date of this prospectus, $960.0 million aggregate principal amount of outstanding notes are outstanding. We are sending this prospectus, together with the letter of transmittal, to all holders of outstanding notes that we are aware of on the date hereof.

We expressly reserve the right, at any time, to extend the period of time that the exchange offer is open, and delay acceptance for exchange of any outstanding notes, by giving oral or written notice of an extension to the holders of the outstanding notes as described below. During any extension, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Outstanding Notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any greater integral multiple thereof.

We expressly reserve the right to amend or terminate the exchange offer, and not to exchange any outstanding notes, upon the occurrence of any of the conditions to the exchange offer specified under “— Conditions to the Exchange Offer.” We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, we will issue a notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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Procedures for Tendering Outstanding Notes

Your tender to us of outstanding notes as set forth below and our acceptance of the outstanding notes will constitute a binding agreement between us and you upon the terms and subject to the conditions detailed in this prospectus and in the accompanying letter of transmittal. Except as set forth below, to tender outstanding notes for exchange in the exchange offer, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal or, in the case of a book-entry transfer, an agent’s message in place of the letter of transmittal, to U.S. Bank National Association, as exchange agent, at the address set forth below under “— Exchange Agent” on or prior to the expiration date. In addition, either:

•  certificates for outstanding notes must be received by the exchange agent along with the letter of transmittal,

•  a timely confirmation of a book-entry transfer, which we refer to in this prospectus as a book-entry confirmation, of outstanding notes, if this procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer set forth below under “— Book-Entry Transfers” must be received by the exchange agent prior to the expiration date, with the letter of transmittal or an agent’s message in place of the letter of transmittal, or

•  the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.

The method of delivery of outstanding notes, letters of transmittal and all other required documents is at your election and risk. If such delivery is by mail, it is recommended that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letter of transmittal or outstanding notes should be sent to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the outstanding notes surrendered for exchange are tendered:

•  by a holder of the outstanding notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

•  for the account of an eligible institution (as defined below).

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm which is a member of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program (we refer to each such entity as an “eligible institution” in this prospectus). If outstanding notes are registered in the name of a person other than the signatory of the letter of transmittal, the outstanding notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as we or the exchange agent determine in our sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an eligible institution.

We or the exchange agent in our sole discretion will make a final and binding determination on all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particular old note not properly tendered or to not accept any particular old note which acceptance might, in our judgment or our counsel’s, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender outstanding notes in the exchange offer. Our or the exchange agent’s interpretation of the terms and conditions of the exchange offer as to any particular old note either before or after the expiration date, including the letter of transmittal and

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the instructions thereto, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of outstanding notes for exchange, and no one will be liable for failing to provide such notification.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of outstanding notes, such outstanding notes must be endorsed or accompanied by powers of attorney signed exactly as the name(s) of the registered holder(s) that appear on the outstanding notes.

If the letter of transmittal or any outstanding notes or powers of attorneys are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us or the exchange agent, proper evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

By tendering outstanding notes, you represent to us that, among other things:

•  the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder; and

•  neither the holder nor such other person has any arrangement or understanding with any person, to participate in the distribution of the exchange notes.

In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in or does not intend to engage in a distribution of the exchange notes.

If you are our “affiliate,” as defined under Rule 405 under the Securities Act, and engage in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of such exchange notes to be acquired pursuant to the exchange offer, you or any such other person:

•  could not rely on the applicable interpretations of the staff of the SEC, and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.” The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all outstanding notes properly tendered and will issue the exchange notes promptly after acceptance of the outstanding notes. See “— Conditions to the Exchange Offer.” For purposes of the exchange offer, we will be deemed to have accepted properly tendered outstanding notes for exchange if and when we give oral notice, confirmed in writing, or written notice to the exchange agent.

The holder of each old note accepted for exchange will receive a new note in the amount equal to the surrendered old note. Accordingly, registered holders of exchange notes on the record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date that interest has been paid on the outstanding notes. Holders of exchange notes will not receive any payment in respect of accrued interest on outstanding notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the exchange offer.

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In all cases, issuance of exchange notes for outstanding notes that are accepted for exchange will only be made after timely receipt by the exchange agent of:

•  certificates for such outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at DTC,

•  a properly completed and duly executed letter of transmittal or an agent’s message in lieu thereof, and

•  all other required documents.

If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described below, the non-exchanged outstanding notes will be credited to an account maintained with DTC, as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfers

For purposes of the exchange offer, the exchange agent will request that an account be established with respect to the outstanding notes at DTC within two business days after the date of this prospectus, unless the exchange agent already has established an account with DTC suitable for the exchange offer. Any financial institution that is a participant in DTC may make book-entry delivery of outstanding notes by causing DTC to transfer such outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of outstanding notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof or an agent’s message in lieu thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth under “— Exchange Agent” on or prior to the expiration date, or the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery Procedures

If you desire to tender your outstanding notes and your outstanding notes are not immediately available, or time will not permit your outstanding notes or other required documents to reach the exchange agent before the expiration date, a tender may be effected if:

•  the tender is made through an eligible institution,

•  prior to the expiration date, the exchange agent received from such eligible institution a notice of guaranteed delivery, substantially in the form we provided, by telegram, telex, facsimile transmission, mail or hand delivery, setting forth your name and address, the amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed appropriate letter of transmittal or facsimile thereof or agent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by such eligible institution with the exchange agent, and

•  the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed appropriate letter of transmittal or facsimile thereof or agent’s message in lieu thereof, with any required signature guarantees and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

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Withdrawal Rights

You may withdraw your tender of outstanding notes at any time prior to the expiration date. To be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses set forth under “— Exchange Agent.” This notice must specify:

•  the name of the person having tendered the outstanding notes to be withdrawn,

•  the outstanding notes to be withdrawn, including the principal amount of such outstanding notes, and

•  where certificates for outstanding notes have been transmitted, the name in which such outstanding notes are registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless such holder is an eligible institution. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of DTC.

We or the exchange agent will make a final and binding determination on all questions as to the validity, form and eligibility, including time of receipt, of such notices. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes tendered for exchange but not exchanged for any reason will be returned to the holder without cost to the holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, the outstanding notes will be credited to an account maintained with DTC for the outstanding notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be re-tendered by following one of the procedures described under “— Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer, if any of the following events occur prior to acceptance of such outstanding notes:

(a) the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC; or

(b) there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree has been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission,

(1) seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result thereof, or

(2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the outstanding notes pursuant to the exchange offer;

or any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign, or any action has been taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign, that in our sole judgment might, directly or indirectly, result in any of the consequences referred to in clauses (1) or (2) above or, in our reasonable judgment, might result in the holders of exchange notes having obligations with respect to resales and transfers of exchange notes

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which are greater than those described in the interpretation of the SEC referred to on the cover page of this prospectus, or would otherwise make it inadvisable to proceed with the exchange offer; or

(c) there has occurred:

(1) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market,

(2) any limitation by a governmental agency or authority which may adversely affect our ability to complete the transactions contemplated by the exchange offer,

(3) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit, or

(4) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the foregoing existing at the time of the commencement of the exchange offer, a material acceleration or worsening thereof; or

(d) any change (or any development involving a prospective change) has occurred or is threatened in our business, properties, assets, liabilities, financial condition, operations, results of operations or prospects taken as a whole that, in our reasonable judgment, is or may be adverse to us, or we have become aware of facts that, in our reasonable judgment, have or may have adverse significance with respect to the value of the outstanding notes or the exchange notes;

which in our reasonable judgment in any case, and regardless of the circumstances (including any action by us) giving rise to any such condition, makes it inadvisable to proceed with the exchange offer and/or with such acceptance for exchange or with such exchange.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time.

In addition, we will not accept for exchange any outstanding notes tendered, and we will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order by the SEC is threatened or in effect with respect to the Registration Statement, of which this prospectus constitutes a part, or the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

U.S. Bank National Association,
Exchange Agent

By Regular Mail, Overnight Courier or in Person (By Hand Only):

West Side Flats

60 Livingston Avenue

St. Paul, MN 55107

Attention: Specialized Finance

By Facsimile Transmission

(for Eligible Institutions only):

(651) 495-8158

Confirm Facsimile Transmission by Telephone:

(800) 934-6802

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Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

The principal solicitation is being made by mail by U.S. Bank National Association, as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including fees and expenses of the trustee under the indenture relating to the exchange notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates’ officers and regular employees and by persons so engaged by the exchange agent.

Accounting Treatment

Tropicana Entertainment will record the exchange notes at the same carrying value as the outstanding notes as reflected in its accounting records on the date of the exchange. Accordingly, Tropicana Entertainment will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be amortized over the term of the exchange notes.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the tender of outstanding notes in the exchange offer unless you instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered holder. In those cases, you will be responsible for the payment of any potentially applicable transfer tax.

Consequences of Exchanging or Failing to Exchange Outstanding Notes

If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to the provisions of the indenture regarding transfer and exchange of the outstanding notes and the restrictions on transfer of the outstanding notes described in the legend on your certificates. These transfer restrictions are required because the outstanding notes were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the outstanding notes may not be offered or sold unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the outstanding notes under the Securities Act.

Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the exchange notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the exchange notes if:

•  you are our “affiliate,” as defined in Rule 405 under the Securities Act,

•  you are not acquiring the exchange notes in the exchange offer in the ordinary course of your business,

•  you have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the exchange notes you will receive in the exchange offer,

•  you are holding outstanding notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering, or

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•  you are a broker-dealer that received exchange notes for its own account in the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activities.

We do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in the context of a similar no-action letter. As a result, we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in the circumstances described in the no-action letters discussed above. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of the exchange notes and has no arrangement or understanding to participate in a distribution of the exchange notes. If you are our affiliate, are engaged in or intend to engage in a distribution of the exchange notes or have any arrangement or understanding with respect to the distribution of the exchange notes you will receive in the exchange offer, you may not rely on the applicable interpretations of the staff of the SEC and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the exchange notes. If you are a participating broker-dealer, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. In addition, to comply with state securities laws, you may not offer or sell the exchange notes in any state unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with. The offer and sale of the exchange notes to “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) is generally exempt from registration or qualification under state securities laws. We do not plan to register or qualify the sale of the exchange notes in any state where an exemption from registration or qualification is required and not available.

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USE OF PROCEEDS

We will not receive any proceeds from this exchange offer. Any outstanding notes that are properly tendered and exchanged pursuant to the exchange offer will be retired and cancelled.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges of (i) Tropicana Casinos and Resorts as of December 31, 2002, 2003, 2004, 2005 and 2006, (ii) Tropicana Entertainment as of December 31, 2006 on a pro forma basis to give effect to the Aztar Acquisition and the corporate reorganization that occurred immediately prior to the consummation of the Aztar Acquisition and (iii) Tropicana Entertainment as of the six months ended June 30, 2007. We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For the purpose of computing the ratio of earnings to fixed charges, “earnings” is defined as income from continuing operations before provision for income taxes and fixed charges, adjusted to exclude capitalized interest. “Fixed charges” consist of interest expense, amortization of capitalized debt costs and premium on debt, capitalized interest and the estimated interest included in rental expense.

The information in the table below does not represent data for the restricted group under the indenture as it does not include data with respect to the affiliate guarantors, nor does it exclude data with respect to the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

													Tropicana
											Tropicana		Entertainment
											Entertainment		Six Months Ended
	Tropicana Casinos and Resorts										Pro Forma		June 30,
	2002		2003		2004		2005		2006		2006(1)		2007
Ratio of Earnings to Fixed Charges		5.63		5.29		6.85		3.92		1.69		—		1.06

(1) Reflects ratio of earnings to fixed charges of Tropicana Entertainment on a pro forma basis to give effect to the Transactions. For this period, earnings were inadequate to cover fixed charges by $23.0 million.

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CAPITALIZATION

The following table sets forth Tropicana Entertainment’s cash and cash equivalents, restricted cash and capitalization as of June 30, 2007.

The information in the table below does not represent data for the restricted group under the indenture as it does not include data with respect to the affiliate guarantors, nor does it exclude data with respect to the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

The following table should be read in conjunction with “Prospectus Summary — Summary Unaudited Pro Forma Financial Data,” “Prospectus Summary — Summary Financial Information of Tropicana Entertainment and Tropicana Casinos and Resorts,” “Selected Historical Consolidated Financial Data — Tropicana Entertainment and Tropicana Casinos and Resorts,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts” and the financial statements included elsewhere in this prospectus.

	Tropicana
	Entertainment
	as of
	June 30, 2007
	(In thousands,
	Unaudited)
Cash and cash equivalents	$	86,648
Restricted cash(1)	$	33,698
Debt (includes current maturities):
New senior secured credit facility	$	1,340,239
Las Vegas secured loan		440,000
Notes		960,000
Capital Leases		1,550
Total debt		2,741,789
Total member’s equity		960,377
Total capitalization	$	3,702,166

(1) Represents funds deposited in escrow in respect of interest payable under the Las Vegas secured loan for a period of 12 months.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL PRESENTATION

We have derived the following unaudited pro forma consolidated financial presentation by applying pro forma adjustments to the historical consolidated financial statements of Tropicana Casinos and Resorts and Aztar included elsewhere in this prospectus.

The unaudited pro forma consolidated financial presentation gives effect to:

•  adjustments related to the corporate reorganization that occurred immediately prior to the consummation of the Aztar Acquisition in which Tropicana Casinos and Resorts contributed to Tropicana Entertainment substantially all of its gaming properties other than its New Orleans riverboat, the gaming assets and operations at the Casuarina Las Vegas Casino and the assets and operations of Tropicana Pennsylvania; and

•  further adjustments related to the Aztar Acquisition and the Acquisition Financing Transactions.

The following unaudited pro forma consolidated financial presentation gives effect to the foregoing transactions as if they had occurred on January 1, 2006.

The following unaudited pro forma consolidated financial presentation is based on management’s current estimates of, and good faith assumptions regarding, the adjustments reflected in the unaudited pro forma consolidated financial presentation. The unaudited pro forma consolidated financial presentation is based on currently available information and actual adjustments could differ materially from current estimates. The unaudited pro forma consolidated financial presentation is presented for informational purposes only, and does not purport to represent what results of operations actually would have been had the foregoing transactions been consummated on the dates indicated or to project our results of operations for any future period.

The Aztar Acquisition was accounted for as a purchase in accordance with Statement of Financial Accounting Standard No. 141, “Business Combinations” (SFAS No. 141), with intangible assets recorded in accordance with Statement of Financial Accounting Standard No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142). The total consideration paid, including transaction-related fees, for the Aztar Acquisition was allocated to the acquired tangible and intangible assets and liabilities based on their estimated fair values as of the date on which the Aztar Acquisition was consummated. In presenting the following pro forma financial information, we have allocated the total estimated purchase price for the Aztar Acquisition to the relevant assets acquired and liabilities assumed based on preliminary estimates of fair values. A final determination of these fair values will reflect our consideration of valuations prepared by third-party appraisers, and may result in adjustments to the amounts recorded in the following presentation.

The unaudited pro forma consolidated financial presentation contained herein consists of a pro forma consolidated income statement for the year ended December 31, 2006. The Aztar Acquisition was consummated on January 3, 2007. We have not included herein an additional pro forma consolidated income statement as of the six months ended June 30, 2007 because the pro forma results for such period would not be significantly different than Tropicana Entertainment’s actual results for such period in light of the fact that the pro forma adjustments for such period would only reflect three days of Aztar operations. The actual unaudited consolidated financial statements of Tropicana Entertainment for the six months ended June 30, 2007 are contained elsewhere in this prospectus.

The information in the table below does not represent data for the restricted group under the indenture as it does not include data with respect to the affiliate guarantors, nor does it exclude data with respect to the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

The following table should be read in conjunction with “Prospectus Summary — Summary Unaudited Pro Forma Financial Data,” “Prospectus Summary — Summary Financial Information of Tropicana Entertainment and Tropicana Casinos and Resorts,” “Selected Historical Consolidated Financial Data — Tropicana Entertainment and Tropicana Casinos and Resorts,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts,” “Selected Historical Consolidated Financial Data — Aztar,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Aztar” and the financial statements included elsewhere in this prospectus.

61

TROPICANA ENTERTAINMENT

Unaudited Pro Forma Consolidated Income Statement

Year Ended December 31, 2006

(In thousands)

				Tropicana			Tropicana						Aztar			Pro Forma
	Tropicana			Casinos			Casinos						Acquisition			for Aztar
	Casinos			and Resorts			and Resorts						and Financing			Acquisition and
	and Resorts			Adjustments(1)			as Adjusted			Aztar			Adjustments(2)			Financing
Operating revenues
Casino	$	239,490		$	—		$	239,490		$	673,929		$	44,414	(a)	$	957,833
Rooms		39,731			—			39,731			107,289			45,076	(a)		192,096
Food and beverage		41,983			—			41,983			58,773			58,526	(a)		159,282
Other casino and hotel		12,323			—			12,323			54,345			5,348	(a)		72,016
Total operating revenues		333,527			—			333,527			894,336			153,364			1,381,227
Less promotional allowances		(44,664	)		—			(44,664	)		—			(153,364	)(a)		(198,028	)
Net operating revenues		288,863			—			288,863			894,336			—			1,183,199
Operating expenses
Casino		40,482			—			40,482			265,823			(79,001	)(e)		227,304
Rooms		17,647			—			17,647			48,258			10,995	(e)		76,900
Food and beverage		34,579			—			34,579			57,313			46,510	(e)		138,402
Other casino and hotel		4,141			—			4,141			29,200			2,303	(b)		35,644
Utilities		10,074			—			10,074			25,234			—			35,308
Marketing, advertising and casino promotion		15,513			—			15,513			82,025			(678	)(d)		96,860
Repairs and maintenance		8,322			—			8,322			27,254			—			35,576
Provision for doubtful accounts		—			—			—			2,475			(2,475	)(c)		—
Insurance		2,908			—			2,908			—			—			2,908
Property and local taxes		3,824			—			3,824			38,078			—			41,902
Gaming taxes and licenses		39,869			—			39,869			—			—			39,869
Administrative and general		16,184			—			16,184			88,338			(19,299	)(d)		85,223
Corporate overhead		5,350			—			5,350			—			7,750	(d)		13,100
Leased land and facilities		10,771			—			10,771			11,590			(614	)(d)		21,747
Depreciation and amortization		18,033			—			18,033			70,027			(7,030	)(f)		81,030
Insurance recoveries		—			—			—			(12,229	)		—			(12,229	)
Casualty loss		—			—			—			5,420			—			5,420
Merger related		—			—			—			92,972			(78,000	)(g)		14,972
Write off of fixed assets, deposits and other costs related to abandoned acquisitions		2,588			—			2,588			26,021			—			28,609
Total operating expenses		230,285			—			230,285			857,799			(119,539	)		968,545
Income from operations		58,578			—			58,578			36,537			119,539			214,654
Other income (expense)
Other income		—			—			—			2,640			—			2,640
Interest income		8,918			—			8,918			1,849			—			10,767
Interest expense		(35,563	)		18,922	(a)		(16,641	)		(55,935	)		(175,619	)(h)		(248,195	)
Total other income (expense)		(26,645	)		18,922			(7,723	)		(51,446	)		(175,619	)		(234,788	)
Income (loss) before income taxes		31,933			18,922			50,855			(14,909	)		(56,080	)		(20,134	)
Income taxes		—			—			—			(29,247	)		29,247	(i)		—
Income (loss) before minority interest		31,933			18,922			50,855			(44,156	)		(26,833	)		(20,134	)
Minority interest in net income (loss) of consolidated subsidiaries		(3,224	)		—			(3,224	)		—			—			(3,224	)
Income (loss) from continuing operations	$	28,709		$	18,922		$	47,631		$	(44,156	)	$	(26,833	)	$	(23,358	)

62

Notes to Unaudited Pro Forma Consolidated Financial Presentation
(In thousands except as otherwise noted)

(1)   TROPICANA CASINOS AND RESORTS ADJUSTMENTS

The following adjustments give effect to the corporate reorganization that occurred immediately prior to the consummation of the Aztar Acquisition as if it had occurred on January 1, 2006.

(a) Reflects the elimination of accrued interest in respect of the $350.2 million loan made to Tropicana Casinos and Resorts by CSC Holdings, LLC, an affiliate of Tropicana Entertainment controlled by Columbia Sussex, as this loan was retained by Tropicana Casinos and Resorts in the corporate reorganization as a liability owing to CSC Holdings, LLC, and was not assigned to Tropicana Entertainment. The $350.2 million loan evidences the payments by CSC Holdings, LLC into an account a portion of which was utilized to make payment on behalf of Tropicana Casinos and Resorts of the $313.0 million deposit to Aztar upon the execution of the Aztar Merger Agreement and a deposit of approximately $37.2 million in connection with the issuance of the old notes. The $350.2 million loan matures on May 19, 2018 and accrues interest at a rate of LIBOR plus 5% per annum, although no principal or interest payments are due thereon until the maturity date thereof.

(2)   AZTAR ACQUISITION AND FINANCING ADJUSTMENTS

The following adjustments give effect to the Aztar Acquisition and the Acquisition Financing Transactions as if they had occurred on January 1, 2006.

(a) Aztar reflects its cash promotional offers to its customers, including cash rebates from loyalty programs, as reductions in casino revenues. Tropicana Casinos and Resorts presents casino, rooms, food and beverage and other casino and hotel revenues on a gross basis inclusive of these types of promotional allowances, and then deducts such promotional allowances from its total operating revenues to derive its net operating revenues. The following table reflects the adjustments to each of Aztar’s revenue components to present these types of promotional allowances in a manner consistent with Tropicana Casinos and Resorts’ revenue recognition policies:

	Year Ended
	December 31,
	2006
Casino revenue	$	44,414
Rooms revenue		45,076
Food and beverage revenue		58,526
Other casino and hotel revenue		5,348
Total revenue adjustment	$	153,364
Promotional allowances	$	(153,364	)

63

Notes to Unaudited Pro Forma Consolidated Financial Presentation — (Continued)
(In thousands except as otherwise noted)

(b) Aztar reflects the estimated cost of providing patrons with complimentary food and beverage, accommodations and other goods and services as casino expense. Tropicana Casinos and Resorts reflects these costs as expenses of each department that incurs the relevant costs. The following table reflects the adjustments required to present these types of expenses in a manner consistent with Tropicana Casinos and Resorts’ expense recognition policies:

	Year Ended
	December 31,
	2006
Casino expense	$	(75,934	)
Rooms expense	$	20,215
Food and beverage expense		53,416
Other casino and hotel expense		2,303
Total	$	75,934

(c) Aztar reflects its provision for doubtful accounts as a separate line item in its income statement. Tropicana Casinos and Resorts reflects its provision for doubtful accounts as part of casino expense. The following table reflects the adjustments required to present Aztar’s provision for doubtful accounts as casino expense:

	Year Ended
	December 31,
	2006
Casino expense	$	2,475
Provision for doubtful accounts	$	(2,475	)

(d) Following the consummation of the Aztar Acquisition, Aztar, Tropicana Entertainment’s wholly-owned, indirect subsidiary, began to make use of administrative services provided to it by Columbia Sussex pursuant to a services agreement entered into between it and Columbia Sussex. Under the services agreement, Aztar has various corporate and property administrative services (including, among others, accounting, marketing, property management and human resources) performed on its behalf by Columbia Sussex in exchange for a fixed payment of $1.0 million per year, which represents a cost savings as compared to the cost at which Aztar previously incurred similar services at its corporate headquarters and properties. In addition, Tropicana Entertainment closed Aztar’s Phoenix, Arizona headquarters, which produced a reduction in overhead costs. Furthermore, subsequent to the consummation of the Aztar Acquisition, management conducted a review of Aztar’s staffing practices and effected a staffing reorganization at Aztar, which has resulted in cost savings and which management expects to continue to produce cost savings in the future. Cost savings with respect to administrative and general expense and lease expense have been realized without affecting revenues generated by Aztar because substantially all of the cost savings that were achieved with respect to these expenses resulted from the closure of Aztar’s headquarters in Phoenix, Arizona, which headquarters were no longer needed following the consummation of the Aztar Acquisition as we consolidated corporate operations for our existing operations and the operations acquired in the Aztar Acquisition at our Crestview Hills, Kentucky headquarters. Cost savings with respect to the other expense categories are expected to be realized without affecting revenues because Tropicana Casinos and Resorts has historically evidenced an ability to achieve revenue growth while simultaneously effecting reductions in payroll and other expenses.

64

Notes to Unaudited Pro Forma Consolidated Financial Presentation — (Continued)
(In thousands except as otherwise noted)

The following pro forma adjustments reflect the implementation of the cost saving measures described above:

	Year Ended
	December 31,
	2006
Casino expense	$	(5,542	)
Rooms expense		(9,220	)
Food and beverage expense		(6,906	)
Marketing, advertising and casino promotion expense		(678	)
Leased land and facilities expense		(614	)
Administrative and general expense(i)		(19,299	)
Corporate overhead(i)		7,750
Total	$	(34,509	)

(i) Administrative and general expense reflects an adjustment of $(19,299), which represents Aztar corporate costs and a reclassification of certain corporate overhead costs. The $7,750 add back to corporate overhead represents additional expenses in support of the acquisition in accordance with Tropicana Casinos and Resorts’ expense recognition policies and a reclassification of certain administrative and general expenses.

(e) The total adjustment to casino expense reflects the combined impact of the adjustments set forth in notes (b), (c) and (d) above as follows:

	Year Ended
	December 31,
	2006
Note(b) reclass related to the treatment of complimentary services	$	(75,934	)
Note(c) reclass related to the presentation of allowance for doubtful accounts		2,475
Note(d) adjustment related to the staffing reorganization plan		(5,542	)
Total casino expense adjustment	$	(79,001	)

The total adjustment to rooms expense reflects the combined impact of the adjustments set forth in notes (b) and (d) above as follows:

	Year Ended
	December 31,
	2006
Note(b) reclass related to the treatment of complimentary services	$	20,215
Note(d) adjustment related to the staffing reorganization plan		(9,220	)
Total rooms expense adjustment	$	10,995

The total adjustment to food and beverage expense reflects the combined impact of the adjustments set forth in notes (b) and (d) above as follows:

	Year Ended
	December 31,
	2006
Note(b) reclass related to the treatment of complimentary services	$	53,416
Note(d) adjustment related to the staffing reorganization plan		(6,906	)
Total food and beverage expense adjustment	$	46,510

65

Notes to Unaudited Pro Forma Consolidated Financial Presentation — (Continued)
(In thousands except as otherwise noted)

(f) Reflects adjustments to depreciation and amortization expense resulting from purchase accounting adjustments to reflect the estimated fair values of the assets acquired in the Aztar Acquisition. The following table sets forth aggregate pro forma depreciation and amortization expense based on the estimated fair values of these assets:

	Value		Useful Life		Annual Expense
Property and equipment:
Buildings	$	873,400		30	$	29,114
Personal property		106,500		5		21,300
Land		797,400		Indefinite		—
Total property and equipment		1,777,300				50,414
Amortizing intangible assets:
Customer loyalty program		97,100		10		9,710
Aztar trade name		3,900		1.5		2,600
Tropicana Atlantic City gaming license		4,100		15		273
Total amortizing intangibles		105,100				12,583
Total	$	1,882,400			$	62,997

The following table sets forth the adjustments to depreciation and amortization expense for each period by comparing pro forma depreciation and amortization expense in respect of the assets acquired in the Aztar Acquisition for each period to the historical depreciation and amortization expense recorded by Aztar in respect of these assets for each period:

	Year Ended
	December 31,
	2006
Historical depreciation and amortization expense	$	(70,027	)
Calculated depreciation and amortization expense		62,997
Adjustment to depreciation and amortization expense	$	7,030

(g) Reflects the elimination of the $78.0 million of expense paid by Aztar in the second quarter of 2006 in connection with a break-up fee and expense reimbursement to Pinnacle in connection with Aztar’s termination of its merger agreement with Pinnacle in order to enter into the Aztar Merger Agreement. This $78.0 million payment was paid utilizing a portion of the deposit made by affiliates of Tropicana Entertainment following the execution of the Aztar Merger Agreement and has been reflected by Tropicana Entertainment as a portion of the purchase price for the Aztar Acquisition.

66

Notes to Unaudited Pro Forma Consolidated Financial Presentation — (Continued)
(In thousands except as otherwise noted)

(h) Reflects the adjustment to interest expense in respect of the senior secured credit facility, the Las Vegas secured loan and the notes and the elimination of historical interest expense in respect of Tropicana Casinos and Resorts’ and Aztar’s historical indebtedness which was retired concurrently with or shortly following the consummation of the Aztar Acquisition, calculated as follows:

	Year Ended
	December 31,
	2006
Interest expense on new senior secured credit facility(i)	$	(115,000	)
Less interest on repayment of debt due to acquisition termination(i)		13,457
Interest expense on Las Vegas secured loan(ii)		(32,331	)
Interest expense on the notes(iii)		(92,400	)
Revolving credit facility undrawn commitment fee		(900	)
Amortization of deferred financing costs(iv)		(21,021	)
Total pro forma interest expense on new debt financing		(248,195	)
Less: Tropicana Casinos and Resorts as adjusted interest and amortization of historical debt(v)		16,641
Less: Historical Aztar interest and amortization of historical debt(v)		55,935
Pro forma interest expense adjustment	$	(175,619	)

(i) The first line reflects interest on $1,530.0 million of borrowings under the senior secured credit facility. The second line reflects the extent to which interest expense was reduced under the senior secured credit facility after giving effect to the repayment of $167.9 million in aggregate principal amount of the term loan under the senior secured credit facility following the termination of the Casino Queen Acquisition Agreement. See “Prospectus Summary — Recent Developments — Casino Queen Developments” and “Description of Other Indebtedness.” The senior secured credit facility bears interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (x) the prime rate announced by the administrative agent under the facility or (y) the federal funds rate plus 0.50% or (b) a reserve adjusted LIBOR rate. However, Tropicana Entertainment has entered into swap agreements in the amount of $1.0 billion, which effectively fix at 5.00% per annum the LIBOR rate applicable to $1.0 billion of the indebtedness incurred under the senior secured credit facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts — Quantitative and Qualitative Disclosures About Market Risk.” We have calculated the amount above by applying an interest rate of (i) 8.02%, or LIBOR plus an applicable margin of 2.25%, to that portion of the outstanding indebtedness under the senior secured credit facility that is not hedged against, which reflects the interest rate in effect as of August 31, 2007 under the senior secured credit facility, and (ii) 7.25%, or 5.00% plus an applicable margin of 2.25%, to the $1.0 billion portion of the outstanding indebtedness under the senior secured credit facility that is hedged against by the swap agreement we entered into, which reflects the effective interest rate to Tropicana Entertainment under the senior secured credit facility after giving effect to such hedging arrangement.

(ii)

Reflects interest on $440.0 million of borrowings under the Las Vegas secured loan. The Las Vegas secured loan bears interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (x) the prime rate announced by the administrative agent under the facility or (y) the federal funds rate plus 0.50% or (b) a reserve adjusted LIBOR rate. However, the Las Vegas borrower has entered into a swap agreement in the amount of $440.0 million, which effectively fixes at 5.10% per annum the LIBOR rate applicable to the entire balance outstanding under the Las Vegas secured loan. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts — Quantitative and Qualitative Disclosures About Market Risk.” We have calculated the amount above by applying an interest rate of 7.35%, or LIBOR plus an applicable margin of 2.25%, to the outstanding indebtedness under the Las Vegas secured loan, which reflects the interest rate in effect for the term of the loan after giving effect to the hedging arrangement described above.

(iii)

Reflects interest on the notes using a fixed annual interest rate of 9.625%.

67

Notes to Unaudited Pro Forma Consolidated Financial Presentation — (Continued)
(In thousands except as otherwise noted)

(iv) Reflects (a) amortization of $68.3 million in deferred financing costs in respect of the senior secured credit facility, which will be amortized on a straight-line basis over the five year term of the facility, (b) amortization of an estimated $8.7 million in deferred financing costs in respect of the Las Vegas secured loan, which will be amortized on a straight-line basis over the 18 month term of the facility and (c) amortization of $12.3 million in deferred financing costs in respect of the notes, which will be amortized on a straight-line basis over the eight year term of the notes.

(v) Reflects elimination of historical and as adjusted interest expense and amortization of deferred financing costs relating to Tropicana Casinos and Resorts’ historical credit facility, which was retired concurrently with the consummation of the Aztar Acquisition, and Aztar’s historical credit facility and outstanding notes, which were retired concurrently with the consummation of the Aztar Acquisition and 30 days following the Aztar Acquisition, respectively.

(i) Reflects elimination of historical income tax expense of Aztar as Tropicana Entertainment is a pass-through entity for federal and state income tax purposes.

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SELECTED HISTORICAL FINANCIAL DATA — TROPICANA ENTERTAINMENT AND
TROPICANA CASINOS AND RESORTS

The following table sets forth selected historical consolidated financial data of Tropicana Entertainment and Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent company and predecessor.

The selected historical income statement data of Tropicana Entertainment for the six month period ended June 30, 2007 and its selected historical balance sheet data as of June 30, 2007 have been derived from the unaudited consolidated financial statements of Tropicana Entertainment included elsewhere in this prospectus which, in the opinion of management, include all adjustments necessary for a fair presentation of the information for those periods.

The selected historical consolidated income statement data of Tropicana Casinos and Resorts for the 2004, 2005 and 2006 fiscal years and its selected historical consolidated balance sheet data as of December 31, 2005 and 2006 have been derived from the audited consolidated financial statements of Tropicana Casinos and Resorts included elsewhere in this prospectus. The selected consolidated income statement data of Tropicana Casinos and Resorts for the 2002 and 2003 fiscal years, and the selected historical consolidated balance sheet data as of December 31, 2002, 2003 and 2004 have been derived from the audited consolidated financial statements of Tropicana Casinos and Resorts not included elsewhere in this prospectus. The selected historical income statement data of Tropicana Casinos and Resorts for the six month period ended June 30, 2006 have been derived from the unaudited consolidated financial statements of Tropicana Casinos and Resorts included elsewhere in this prospectus which, in the opinion of management, include all adjustments necessary for a fair presentation of the information for such period.

In connection with the corporate reorganization conducted by Tropicana Casinos and Resorts described under “Prospectus Summary — Corporate Reorganization,” Tropicana Casinos and Resorts contributed to Tropicana Entertainment substantially all of its gaming properties. In the corporate reorganization, Tropicana Casinos and Resorts did not contribute to Tropicana Entertainment the assets relating to its New Orleans riverboat or the gaming assets and operations at the Casuarina Las Vegas Casino in Las Vegas, Nevada, a casino located in leased space in a hotel property that is managed by Columbia Sussex and owned by an affiliate of Columbia Sussex. Accordingly, the selected historical consolidated financial data of Tropicana Casinos and Resorts set forth in the table below reflects the New Orleans riverboat and the gaming assets and operations at the Casuarina Las Vegas Casino as discontinued operations. In addition, in accordance with FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” the selected historical consolidated financial data of Tropicana Casinos and Resorts through December 31, 2006 and the selected historical financial data of Tropicana Entertainment thereafter include the results of Realty, one of the affiliate guarantors, a variable interest entity of which Tropicana Casinos and Resorts was the primary beneficiary prior to the corporate reorganization and of which Tropicana Entertainment became the primary beneficiary thereafter. For a more detailed presentation of Realty’s results, see the financial statements of Realty included elsewhere in this prospectus. Furthermore, on December 12, 2006, Tropicana Casinos and Resorts acquired all equity interests in Tropicana Pennsylvania, which is not subject to the restrictive covenants contained in the indenture. Accordingly, the selected historical consolidated financial data of Tropicana Casinos and Resorts set forth in the table below reflect Tropicana Pennsylvania as a discontinued operation.

Tropicana Casinos and Resorts, through its operating subsidiaries and affiliates, has made several significant acquisitions of gaming properties over the past few years, including the River Palms in Laughlin, Nevada in September 2003, the MontBleu in South Lake Tahoe, Nevada in June 2005 and the Belle of Baton Rouge in Baton Rouge, Louisiana in October 2005. These gaming properties materially increased Tropicana Casinos and Resorts’ net operating revenues in the periods following their acquisitions. The New Orleans riverboat and the gaming assets and operations at the Casuarina Las Vegas Casino, which were not contributed to Tropicana Entertainment as part of the Transactions, are shown as “Discontinued Operations, Casinos to be Transferred” in the consolidated financial statements of Tropicana Casinos and Resorts contained elsewhere in this prospectus.

69

The historical results below do not represent the results of the restricted group under the indenture. The historical results set forth below do not necessarily indicate results expected for any future period, and the results of any future period do not necessarily indicate results that may be expected for any other period or the full fiscal year. The following historical consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts” and the consolidated financial statements of Tropicana Entertainment and Tropicana Casinos and Resorts included elsewhere in this prospectus.

																Six Months Ended
	Year Ended December 31,															June 30,
	2002(1)			2003(1)			2004(1)			2005(1)			2006(1)			2006(1)			2007(2)
	(In thousands)
Income Statement Data:
Revenues
Casino	$	61,236		$	73,426		$	100,240		$	150,040		$	239,490		$	124,922		$	443,417
Room		10,190			12,177			18,032			28,381			39,731			19,456			97,734
Food and beverage		11,930			15,736			21,829			30,032			41,983			20,402			80,668
Other casino and hotel		3,886			5,031			5,845			8,373			12,323			5,437			34,282
Total operating revenues		87,242			106,370			145,946			216,826			333,527			170,217			656,101
Less promotional allowance		(2,855	)		(16,399	)		(24,029	)		(30,184	)		(44,664	)		(22,435	)		(102,045	)
Net operating revenues		84,387			89,971			121,917			186,642			288,863			147,782			554,056
Operating Expenses
Casino		10,395			15,206			19,822			27,658			40,482			20,197			61,434
Rooms		3,093			4,997			8,257			12,830			17,647			8,686			40,863
Food and beverage		7,506			11,940			17,829			25,962			34,579			16,918			67,398
Other casino and hotel		21,660			21,153			27,210			44,834			79,909			42,229			123,723
Selling, general and administrative		17,436			10,633			16,647			23,253			37,047			17,146			96,478
Depreciation and amortization		4,364			5,478			6,615			9,646			18,033			6,415			43,353
Write off of fixed assets, deposits and other costs related to abandoned acquisitions		—			—			79			2,742			2,588			979			263
Total operating expenses		64,454			69,407			96,459			146,925			230,285			112,570			433,512
Income from operations		19,933			20,564			25,458			39,717			58,578			35,212			120,544
Loss from early extinguishment of debt		—			—			—			—			—			—			(2,799	)
Interest expense (net)		(970	)		(741	)		(796	)		(5,511	)		(26,645	)		(7,124	)		(107,595	)
Income before minority interest and income taxes		18,963			19,823			24,662			34,206			31,933			28,088			10,150
Minority interest in net income of consolidated subsidiary		(2,594	)		(2,952	)		(3,873	)		(3,433	)		(3,224	)		(1,750	)		(2,317	)
Income from continuing operations before income taxes		16,369			16,871			20,789			30,773			28,709			26,338			7,833
Income tax benefit, net		—			—			—			—			—			—			384,767
Discontinued operations, casinos to be transferred		—			(852	)		(2,869	)		(8,929	)		4,705			(2,097	)		—
Net income	$	16,369		$	16,019		$	17,920		$	21,844		$	33,414		$	24,241		$	392,600
Balance Sheet Data (as of period end):
Cash and cash equivalents	$	14,400		$	21,884		$	26,339		$	41,233		$	33,023		$	62,166		$	86,648
Total assets		55,550			100,158			115,808			368,268			1,734,091			714,347			3,851,539
Total debt (excluding related party)		6,700			22,700			19,950			199,500			1,155,975			196,629			2,741,789
Stockholder’s equity		32,060			53,653			71,573			120,017			146,931			156,921			960,377

(1)	Reflects results of Tropicana Casinos and Resorts.
(2)	Reflects results of Tropicana Entertainment. Includes Aztar’s results of operations from January 3, 2007, the date of its acquisition.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — TROPICANA ENTERTAINMENT AND TROPICANA CASINOS AND RESORTS

The following management’s discussion and analysis should be read in conjunction with “Selected Historical Consolidated Financial Data — Tropicana Entertainment and Tropicana Casinos and Resorts” and the consolidated financial statements of Tropicana Entertainment and Tropicana Casinos and Resorts included elsewhere in this prospectus. See “Forward Looking Statements” and “Risk Factors” for a discussion of factors that could cause future financial condition and results of operations to be different from those discussed below. Tropicana Casinos and Resorts’ fiscal year ends on December 31 of each calendar year, and its interim fiscal quarters end on the last day of March, June and September of each year. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Separate discussions and analyses of results of operations for CP Vicksburg, JMBS Casino and Aztar are included elsewhere in this prospectus.

Overview and Presentation

We are a leading, diversified, multi-jurisdictional owner and operator of gaming properties. We own or operate gaming properties located in Nevada, New Jersey, Louisiana, Mississippi and Indiana that are focused primarily on serving customers within driving distance of such properties. Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent company and predecessor, was formed in 1990 by Mr. William Yung to acquire the Tahoe Horizon, his initial investment in the gaming industry. Since obtaining a gaming license in 1990, Mr. William Yung, has built a record of successful gaming acquisitions and development, while generating growth and operational improvements. On June 8, 2006, in connection with the corporate reorganization conducted by Tropicana Casinos and Resorts as described under “Prospectus Summary — Corporate Reorganization” and “Business — Corporate Reorganization,” Tropicana Entertainment was formed.

In the corporate reorganization completed on January 3, 2007, Tropicana Casinos and Resorts contributed to Tropicana Entertainment five gaming properties, but did not contribute to Tropicana Entertainment the assets relating to its New Orleans riverboat, the gaming assets and operations at the Casuarina Las Vegas Casino, a casino located in leased space in a hotel property managed by Columbia Sussex and owned by an affiliate of Columbia Sussex, or the assets relating to the Tropicana Pennsylvania. These operations are shown as “Discontinued Operations, Casinos to be Transferred” in the consolidated financial statements of Tropicana Casinos and Resorts contained elsewhere in this prospectus, and the following management’s discussion and analysis gives effect to such treatment in its presentation of Tropicana Casinos and Resorts’ financial condition and results of operations. In addition, in accordance with FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities,” the consolidated financial statements of Tropicana Entertainment and Tropicana Casinos and Resorts include the results of Realty, one of the affiliate guarantors, a variable interest entity of which Tropicana Casinos and Resorts was the primary beneficiary prior to the corporate reorganization and of which Tropicana Entertainment became the primary beneficiary thereafter. For a more detailed presentation of Realty’s results, see the financial statements of Realty included elsewhere in this prospectus.

In light of Tropicana Entertainment’s limited operating history and the fact that five of the gaming properties comprising its present casino portfolio were previously operated by Tropicana Casinos and Resorts, this management’s discussion and analysis presents the financial condition and results of operations of both Tropicana Entertainment and Tropicana Casinos and Resorts so as to provide a more complete understanding of Tropicana Entertainment’s business than would be afforded by a presentation of the financial condition and results of operations of Tropicana Entertainment alone.

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Acquisition of Aztar

On January 3, 2007, affiliates of Tropicana Entertainment acquired all of the outstanding equity interests in Aztar for approximately $2.1 billion in cash. As part of the corporate reorganization completed substantially concurrently with the acquisition, Aztar became a wholly-owned subsidiary of Tropicana Entertainment. For more information concerning the Aztar Acquisition, see “Prospectus Summary — The Aztar Acquisition” and “Business — The Aztar Acquisition.” The Aztar Acquisition added four casino properties located in Nevada, New Jersey and Indiana to the holdings of Tropicana Entertainment.

The Aztar Acquisition has significantly increased the revenues of Tropicana Entertainment. Tropicana Entertainment has incurred significant new borrowings in connection with the Acquisition Financing Transactions that it entered into in order to finance the Aztar Acquisition. Accordingly, Tropicana Entertainment’s interest expense in future periods is significantly higher than the historical interest expense of Tropicana Casinos and Resorts.

The Aztar Acquisition was accounted for as a purchase and the results of operations of the acquired company have been included in Tropicana Entertainment’s results of operations from its acquisition date. As a result of the Aztar Acquisition, Aztar’s assets and liabilities were adjusted to fair value as of the closing date of the Aztar Acquisition based on a preliminary estimate provided by an independent third party appraiser. The excess of the total purchase price over the fair value of Aztar’s net assets at the closing of the Aztar Acquisition was allocated to goodwill, and this indefinite-lived asset will be subject to an impairment review on an annual basis or as the circumstances require. The following accounting polices and classifications used by Aztar were changed as of the date of the Aztar Acquisition, January 3, 2007, to reflect Tropicana Entertainment’s accounting policies and classifications: (i) Operating revenues are presented gross of promotional allowances and complimentaries offered to customers, while Aztar presented operating revenues net of these items. These promotional allowances and complimentaries are then deducted from gross operating revenue to derive net operating revenues. (ii) The cost of providing complimentary rooms, food and beverage to customers is presented as an expense of the department providing the service, while Aztar presented these costs as expenses of the department that granted the complimentary to the guest, which was primarily the casino department. (iii) Gaming taxes and licensing fees are presented as a separate caption in the statement of operations, while Aztar presented these costs as part of the casino department. (iv) Provision for doubtful accounts expense is included as a casino department expense, while Aztar presented provision for doubtful accounts as a separate operating expense caption. (v) Depreciation and amortization expense after the Aztar Acquisition will reflect useful lives which may differ from those used by Aztar prior to the Aztar Acquisition. See footnote 2 of the unaudited pro forma consolidated income statement included elsewhere in this prospectus for more detail regarding these reclassifications we have made.

Other Recently Completed Acquisitions

Tropicana Casinos and Resorts, through its operating subsidiaries and affiliates, has made several significant acquisitions of gaming properties over the past few years, which properties it contributed to Tropicana Entertainment as part of the corporate reorganization. These acquisitions include:

•  The gaming assets and operations of the River Palms in Laughlin, Nevada. Realty acquired the real estate and substantially all of the non-gaming assets of the property. The acquisitions were made in September 2003 for an aggregate cash purchase price of $25.2 million. Tropicana Casinos and Resorts has since invested nearly $13.6 million in hotel room renovations and casino floor improvements at the River Palms.

•  The MontBleu in South Lake Tahoe, Nevada, which Tropicana Casinos and Resorts acquired in June 2005 for an aggregate cash purchase price of $47.2 million. During the fourth quarter of 2005, Tropicana Casinos and Resorts commenced a $21.0 million redevelopment of the MontBleu, which encompassed, among other things, remodeling the common areas of the property, including the lobby, restaurants and onsite nightclub. The renovated MontBleu re-opened in May 2006.

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•  The Argosy Riverboat Casino and related assets in Baton Rouge, Louisiana, which Tropicana Casinos and Resorts acquired in October 2005 for an aggregate cash purchase price of approximately $149.7 million. The property has since been renamed the Belle of Baton Rouge.

Financial Statement Presentation

The following provides a brief description of certain items that appear in the financial statements of Tropicana Entertainment and Tropicana Casinos and Resorts and general factors that impact these items:

Operating Revenue.  Total operating revenue represents gross revenues derived from casino operations, hotel room revenues associated with hotel operations, food and beverage, retail and other casino and hotel operations. Net operating revenue represents total operating revenue less promotional allowances, which include the retail value of accommodations, food and beverage and other services provided to casino customers without charge and “cash back” awards such as cash coupons, rebates, cash complimentaries and refunds, or “complimentaries.”

Casino operating revenue is derived primarily from patrons wagering on slot machines and, to a lesser extent, table games and other gaming operations. Table games include blackjack, craps, roulette, and specialty games. Casino operating revenue is defined as the net win from gaming activities, computed as the difference between gaming wins and losses, not the total amount wagered. “Table game drop” and “slot handle” are casino industry-specific terms used to identify the amount wagered by patrons for a casino table game or slot machine, respectively. “Table game hold” and “slot hold” represent the percentage of the total amount wagered by patrons that the casino has won. Casino operating revenue is recognized as earned at the time the relevant services are provided.

Hotel room revenue is derived from hotel rooms and suites rented to guests. Hotel room revenue is recognized at the time the hotel rooms are provided to guests.

Food and beverage revenues are derived from food and beverage sales in the food outlets of the casino properties, including restaurants, room service and banquets. Food and beverage revenue is recognized at the time the relevant food and/or beverage service is provided to guests.

Revenue from other casino and hotel operations is obtained from ancillary hotel operations such as telephone service sales, gift shop sales, arcade revenues, retail amenities, concessions, entertainment offerings and show room sales and certain other ancillary activities conducted at the casino properties.

Casino operating revenues vary from time to time due to table game hold, slot hold, the amount of gaming activity, as well as variations in the odds for different games of chance. Hotel room revenues vary depending upon the occupancy levels at the hotels and the rates that can be charged. Casino operating revenues, hotel room revenues, food and beverage revenues, and other revenues vary due to general economic conditions and competition.

Operating Expense.  Operating expense represents the direct costs associated with, among other things, operating casinos, rooms departments, food and beverage outlets and other casino and hotel operations (including retail amenities, concessions, entertainment offerings and certain other ancillary activities conducted at the casino properties), and also includes the cost of providing complimentaries. These direct operating costs primarily relate to payroll, supplies and, in the case of food and beverage operations, the cost of goods sold. Operating expenses also take account of utility costs, marketing and advertising, repairs and maintenance, insurance, administrative and general expenses, land and building leases, gaming taxes, and real estate and property taxes. Finally, operating expenses include depreciation of property and equipment used at the various operations and amortization of intangibles and other assets.

Among the costs described above, gaming taxes and licenses, casino expenses and food and beverage expenses account for a significantly greater proportion of the aggregate expenses constituting operating expenses than the others. Expenses associated with gaming taxes and licenses reflect amounts payable to authorities in connection with gaming operations and are computed in various ways

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depending on the type of gaming or activity involved. Gaming license fees and taxes are based upon such factors as a percentage of the gross revenues or net gaming proceeds received, the number of gaming devices and table games operated and franchise fees for riverboat casinos operating on certain waterways. In many jurisdictions, gaming tax rates are graduated such that they increase as gross revenues increase. Gaming license fees and taxes may also vary with changes in applicable legislation. Casino expense includes, among other things, costs associated with payroll, fixtures and equipment and other similar costs. Casino expense varies depending on amounts expended in connection with such costs, which may depend on staffing and equipment requirements and the implementation of cost saving measures. Food and beverage expense varies on the basis of the cost of certain food items and generally increases in relation to increases in food and beverage sales.

Operating Income.  Operating income represents the net of operating revenues and operating expenses and excludes other items that are not related to operations, such as income earned from the investment of excess funds and minority interest allocations.

Income from Continuing Operations.  Income from continuing operations represents operating income plus interest income and other non-operating income, less interest expense and minority interest income.

Net Income (Loss).  Net income (loss) represents income from continuing operations less discontinued operations or casinos held directly by Tropicana Casinos and Resorts (rather than Tropicana Entertainment) following the corporate reorganization.

Results of Operations

The results of operations for Tropicana Entertainment for the six months ended June 30, 2007 are summarized below. In addition, the results of operations for Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent company and predecessor, for the years ended December 31, 2004, 2005 and 2006 and the six months ended June 30, 2006 are summarized below. The results are reported by segment. The Nevada segment is comprised of the Tahoe Horizon, MontBleu and River Palms. The Mississippi River basin segment is comprised of the Lighthouse Point Casino and the Belle of Baton Rouge.

With the consummation of the Aztar Acquisition, four casino properties located in Nevada, New Jersey and Indiana were added to Tropicana Entertainment’s holdings. Tropicana Express is now part of the Nevada segment. Casino Aztar Evansville is now part of the Mississippi River basin segment. Tropicana Atlantic City and Tropicana Las Vegas are each separate reporting segments.

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Net Operating Revenue:

							Six Months Ended
	Year Ended December 31,						June 30,
	2004		2005		2006		2006		2007
	(In thousands)
Nevada Segment:
Tahoe Horizon	$	47,074	$	47,614	$	44,138	$	19,964	$	18,793
MontBleu(1)		—		33,374		49,953		21,486		24,893
River Palms		47,378		50,316		52,101		28,221		27,189
Tropicana Express(3)		—		—		—		—		46,438
Total Nevada		94,452		131,304		146,192		69,671		117,313
Mississippi River Basin Segment:
Lighthouse Point		27,465		29,041		28,426		15,395		15,511
Belle of Baton Rouge(2)		—		26,297		114,245		62,716		53,519
Casino Aztar Evansville(3)		—		—		—		—		67,115
Total Mississippi River Basin		27,465		55,338		142,671		78,111		136,145
Tropicana Atlantic City(3)		—		—		—		—		217,982
Tropicana Las Vegas(3)		—		—		—		—		82,408
Corporate		—		—		—		—		208
Total	$	121,917	$	186,642	$	288,863	$	147,782	$	554,056
Net operating revenue for casinos held for the entire period	$	121,917	$	126,971	$	124,665	$	147,782	$	140,113

(1)	Reflects results since June 10, 2005 acquisition.
(2)	Reflects results since October 25, 2005 acquisition.
(3)	Reflects results since January 3, 2007 acquisition.

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Operating Income (Loss):

										Six Months Ended
	Year Ended December 31,									June 30,
	2004			2005			2006			2006			2007
	(In thousands)
Nevada Segment:
Tahoe Horizon	$	9,929		$	9,361		$	8,236		$	2,376		$	835
MontBleu(1)		—			4,614			(4,077	)		(5,406	)		572
River Palms		6,868			7,895			9,154			7,029			5,875
Tropicana Express(3)		—			—			—			—			11,798
Total Nevada		16,797			21,870			13,313			3,999			19,080
Mississippi River Basin Segment:
Lighthouse Point		10,943			12,616			11,376			6,389			6,091
Belle of Baton Rouge(2)		—			10,828			39,241			26,089			16,922
Casino Aztar Evansville(3)		—			—			—			—			11,144
Total Mississippi River Basin		10,943			23,444			50,617			32,478			34,157
Tropicana Atlantic City(3)		—			—			—			—			55,578
Tropicana Las Vegas(3)		—			—			—			—			23,355
Segment Totals		27,740			45,314			63,930			36,477			132,170
Corporate		(2,282	)		(5,597	)		(5,352	)		(1,265	)		(11,626	)
Minority interest net income of consolidated subsidiaries		(3,873	)		(3,433	)		(3,224	)		(1,750	)		(2,317	)
Total	$	21,585		$	36,284		$	55,354		$	33,462		$	118,227
Operating income for casinos held for the entire period	$	21,585		$	20,842		$	20,190		$	33,462		$	16,352

(1)	Reflects results since June 10, 2005 acquisition.
(2)	Reflects results since October 25, 2005 acquisition.
(3)	Reflects results since January 3, 2007 acquisition.

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Segment Adjusted EBITDA and Income from Continuing Operations(4):

	Year Ended December 31,									Six Months Ended June 30,
	2004			2005			2006			2006			2007
				(In thousands)
Nevada Segment:
Tahoe Horizon	$	13,202		$	13,051		$	12,649		$	3,906		$	2,747
MontBleu(1)		—			5,917			640			(2,975	)		2,492
River Palms		8,611			10,649			13,012			8,244			8,056
Tropicana Express(3)		—			—			—			—			16,565
Total Nevada		21,813			29,617			26,301			9,175			29,860
Mississippi River Basin Segment:
Lighthouse Point		12,621			14,320			12,957			7,218			6,340
Belle of Baton Rouge(2)		—			11,752			45,291			27,478			19,763
Casino Aztar Evansville(3)		—			—			—			—			16,600
Total Mississippi River Basin		12,621			26,072			58,248			34,696			42,703
Tropicana Atlantic City(3)		—			—			—			—			60,435
Tropicana Las Vegas(3)		—			—			—			—			23,753
Segment Adjusted EBITDA		34,434			55,689			84,549			43,871			156,751
Corporate		(2,282	)		(3,584	)		(5,350	)		(1,265	)		(6,666	)
EBITDA		32,152			52,105			79,199			42,606			150,085
Write off of fixed assets and deposits related to abandoned acquisition		(79	)		(2,742	)		(2,588	)		(979	)		(263	)
Construction accident insurance recoveries, net		—			—			—			—			14,075
Depreciation and amortization		(6,615	)		(9,646	)		(18,033	)		(6,415	)		(43,353	)
Operating income		25,458			39,717			58,578			35,212			120,544
Interest income		113			482			8,918			886			6,483
Interest expense		(909	)		(5,993	)		(35,563	)		(8,010	)		(114,078	)
Loss from early extinguishment of debt		—			—			—			—			(2,799	)
Minority interest in net income of consolidated subsidiaries		(3,873	)		(3,433	)		(3,224	)		(1,750	)		(2,317	)
Income from continuing operations before income tax	$	20,789		$	30,773		$	28,709		$	26,338		$	7,833
EBITDA for casinos held for the entire period	$	32,152		$	34,436		$	33,268		$	42,606		$	32,732

(1)	Reflects results since June 10, 2005 acquisition.
(2)	Reflects results since October 25, 2005 acquisition.
(3)	Reflects results since January 3, 2007 acquisition.
(4)	Segment Adjusted EBITDA is net income before interest expense, interest income, depreciation, amortization, corporate expenses, write offs of fixed assets and deposits related to abandoned acquisition and minority interest in net income of consolidated subsidiary. Segment Adjusted EBITDA should not be construed as a substitute for either operating income or net income as they are determined in accordance with GAAP. Management uses Segment Adjusted EBITDA as a measure to compare operating results between segments and accounting periods. Management manages cash and finances Tropicana Entertainment’s operations at the corporate level. Management manages the allocation of capital among segments at the corporate level. Management accordingly believes that Segment Adjusted EBITDA is useful as a measure of operating results at the segment level because it reflects the results of operating decisions at that level separated from the effects of financing decisions that are managed at the corporate level. Management also uses Segment Adjusted EBITDA as an important operating performance measure in bonus programs for managers and executive officers. Management also believes that Segment Adjusted EBITDA is a commonly used measure of operating performance in the gaming industry and is an important basis for the valuation of gaming companies. Management’s

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calculation of Segment Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and, therefore, any such differences must be considered when comparing performance among different companies. While management believes that Segment Adjusted EBITDA provides a useful perspective for some purposes, Segment Adjusted EBITDA has material limitations as an analytical tool. For example, among other things, although depreciation, amortization and write off of fixed assets and deposits related to abandoned acquisition are non-cash charges, the assets being depreciated, amortized and written off may have to be replaced in the future, and Segment Adjusted EBITDA does not reflect the requirements for such replacements. Interest expense, interest income, and minority interest in net income of consolidated subsidiary are also not reflected in Segment Adjusted EBITDA. Therefore, management does not consider Segment Adjusted EBITDA in isolation, and it should not be considered as a substitute for measures determined in accordance with GAAP. A reconciliation of Segment Adjusted EBITDA with operating income and net income as determined in accordance with GAAP is reflected in the table above.

Tropicana Entertainment’s Six Months Ended June 30, 2007 Compared to Tropicana Casinos and Resorts’ Six Months Ended June 30, 2006

On January 3, 2007, the Aztar Acquisition was consummated and Aztar became a wholly-owned subsidiary of Tropicana Entertainment. The Aztar Acquisition added four casino properties located in Nevada, New Jersey and Indiana to the holdings of Tropicana Entertainment and significantly increased the revenues of Tropicana Entertainment as compared to the revenues recorded by Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent and predecessor, in the periods preceding the Aztar Acquisition. As a result of the Aztar Acquisition, Tropicana Express was added to the Nevada reporting segment, Casino Aztar Evansville was added to the Mississippi River basin reporting segment and Tropicana Atlantic City and Tropicana Las Vegas each became independent reporting segments. In addition, Tropicana Entertainment incurred significant new borrowings in connection with the Acquisition Financing Transactions that it and certain of its affiliates entered into in order to finance the Aztar Acquisition. Accordingly, Tropicana Entertainment’s interest expense is significantly higher than the historical interest expense of Tropicana Casinos and Resorts.

Results of operations in this section of Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts are reported by comparing the financial performance of Tropicana Entertainment, or its individual reporting segments, in the six months ended June 30, 2007 to the financial performance of Tropicana Casinos and Resorts, or its individual reporting segments, in the six months ended June 30, 2006.

Net operating revenue increased by $406.3 million, or 274.9%, to $554.1 million in the six months ended June 30, 2007 from $147.8 million in the six months ended June 30, 2006. Operating expenses increased by $320.9 million, or 285.0%, to $433.5 million in the six months ended June 30, 2007 from $112.6 million in the six months ended June 30, 2006. Correspondingly, operating income increased by $85.3 million, or 242.3%, to $120.5 million in the six months ended June 30, 2007 from $35.2 million in the six months ended June 30, 2006. Net income increased by $368.4 million to $392.6 million in the six months ended June 30, 2007 from $24.2 million in the six months ended June 30, 2006. These period over period increases in net operating revenue and expense resulted principally from the acquisition of Aztar in January 2007. The effect of the Aztar Acquisition on the period over period performance of the individual operating segments is described in greater detail below. In addition, the period over period increase in net income principally reflects the effect of two unusual items: In the second quarter of 2007, Tropicana Entertainment elected Sub-Chapter S status for Federal income tax purposes for the Aztar entities it acquired. This resulted in a one-time credit of $399.1 million to income tax expense. In addition, during the second quarter, Tropicana Entertainment settled lawsuits arising out of the collapse of a garage at its Atlantic City property and incurred certain costs associated therewith, recording net proceeds of $15.5 million as a result.

Net operating revenues for the casino properties that Tropicana Entertainment owned and operated at June 30, 2007 and Tropicana Casinos and Resorts owned and operated at June 30, 2006 (which we refer to as same store properties) declined by $7.7 million, or 5.2%, to $140.1 million in the six months ended June 30, 2007 as compared to $147.8 million in the six months ended June 30, 2006. Comparisons of same store revenues for each of the operating segments during both periods are set forth in greater detail below.

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Nevada Properties

Principally as a result of the inclusion of the newly acquired Tropicana Express in the Nevada properties segment following its acquisition, net operating income for the Nevada properties increased $15.1 million, or 377.6%, to $19.1 million in the six months ended June 30, 2007 from $4.0 million in the six months ended June 30, 2006. Net operating revenue and net operating income for the Tropicana Express in Laughlin, Nevada was $46.4 million and $11.8 million, respectively in the period beginning January 3, 2007 and concluding June 30, 2007. As in the case of our other casino property in this market, the River Palms, the Tropicana Express is experiencing intense competition from a competing casino resort that was recently acquired and renovated and which is seeking to gain market share. This increased competition is putting pressure on revenue levels and encouraging increased promotional expenditures at the Tropicana Express. Offsetting this effect on net operating revenues, we are reducing operating costs at the property principally through payroll cost reductions as a result of the introduction of our enterprise-wide operating standards at our newly acquired properties. In conjunction with the Aztar Acquisition and the implementation of these standards, Tropicana Express incurred approximately $0.2 million in transition and termination costs during the period beginning January 3, 2007 and concluding June 30, 2007.

Net operating revenue increased at the same store Nevada properties by $1.2 million, or 1.7%, to $70.9 million in the six months ended June 30, 2007 from $69.7 million in the six months ended June 30, 2006. Of this increase, MontBleu contributed $3.4 million due primarily to the completion of major renovations in June 2006. During the six months ended June 30, 2006, MontBleu experienced disruptions relating to ongoing construction at the property, while the six months ended June 30, 2007 revealed the effects of a completely renovated casino, updated restaurant and spa amenities. The River Palms’ period over period net operating revenues declined by $1.0 million, or 3.5%, as a result of reduced market share due to increased marketing efforts and promotional spending from a newly acquired and remodeled competitor, as well as increased promotional spending incurred by the River Palms to effectively compete in these market conditions.

Mainly driven by the results of MontBleu, operating expenses at the same store Nevada properties decreased by $2.1 million, or 3.2%, to $63.6 million in the six months ended June 30, 2007 from $65.7 million in the six months ended June 30, 2006. MontBleu’s period over period expenses decreased by $2.6 million, principally as a result of a $0.6 million reduction in labor costs and a decline of $1.6 million in advertising, promotional and entertainment spending from its heightened level in the 2006 period when such spending included grand re-opening and re-branding promotions as well as higher advertising expenses.

As a result of the factors discussed above, net operating income for the same store Nevada properties increased $3.3 million to $7.3 million in the six months ended June 30, 2007 from $4.0 million in the six months ended June 30, 2006.

Mississippi River Basin Properties

Principally as a result of the inclusion of the recently acquired Casino Aztar Evansville in the Mississippi River basin properties segment following its acquisition, net operating income for the Mississippi River basin properties increased $1.7 million, or 5.2%, to $34.2 million in the six months ended June 30, 2007 from $32.5 million in the six months ended June 30, 2006. Net operating revenue for the Casino Aztar Evansville in Evansville, Indiana was $67.1 million in the period beginning January 3, 2007 and concluding June 30, 2007 and its net operating income was $11.1 million during that period. Revenues and net operating income at this property were adversely affected by the introduction of a new gaming property in French Lick, Indiana opened by a competitor during the fourth quarter of 2006. The opening at the Casino Aztar Evansville in the fourth quarter 2006 of additional dining and entertainment venues and a new 96-room boutique hotel has helped to offset some of the loss in business attributable to the operations of the competing property in French Lick, Indiana. In addition, Casino Aztar Evansville’s results have benefited from labor cost savings arising out of the implementation of our enterprise-wide operational standards at the property following its acquisition. In conjunction with the acquisition and the

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implementation of these standards, the Casino Aztar Evansville incurred approximately $0.2 million in transition and termination payments during the period beginning January 3, 2007 and concluding June 30, 2007.

Net operating revenue at the same store Mississippi River basin properties declined by $9.1 million, or 11.7%, to $69.0 million in the six months ended June 30, 2007 from $78.1 million in the six months ended June 30, 2006. This included a decrease of $9.2 million at the Belle of Baton Rouge resulting from the re-opening of casino properties along the Gulf Coast and the return to that region from our operating areas of a portion of the population displaced following Hurricane Katrina in August 2005.

Operating expenses remained relatively flat at same store Mississippi River basin properties at $46.0 million and $45.6 million in the six months ended June 30, 2007 and 2006 respectively. Belle of Baton Rouge’s period over period expenses were unchanged at $36.6 million. The lower payroll costs ($1.5 million) and lower gaming taxes ($1.8 million) related to the decrease in revenues discussed above were offset by an increase in insurance costs ($0.7 million), due to higher insurance rates charged by insurance carriers following Hurricane Katrina, and higher advertising and promotional expenses ($2.6 million). The Lighthouse Point Casino experienced a period over period increase in operating expenses of $0.4 million due primarily to higher insurance costs, equipment rental costs, property taxes and outside services, each of which items increased by $0.1 million.

As a result of the factors discussed above, operating income for the Mississippi River basin same store properties decreased by $9.4 million, or 28.9%, to $23.1 million in the six months ended June 30, 2007 from $32.5 million in the six months ended June 30, 2006.

Tropicana Atlantic City

As a result of the Aztar Acquisition, Tropicana Atlantic City became an independent reporting segment. Tropicana Atlantic City recorded net operating revenue of $218.0 million for the period beginning January 3, 2007 and concluding June 30, 2007. Operating income at Tropicana Atlantic City was $55.6 million for the period beginning January 3, 2007 and concluding June 30, 2007. The Tropicana Atlantic City is currently experiencing significant competitive pressure from gaming operations recently opened in Pennsylvania and New York, which are vying aggressively for traditional Atlantic City customers residing in New Jersey, Pennsylvania and New York.

In addition, increased promotional spending by our competitors in the Atlantic City market coupled with disruptions to our operations at the Tropicana Atlantic City as a result of construction we were undertaking in the first and second quarters of 2007 in our casino and hotel have also adversely affected revenues for the period beginning January 3, 2007 and concluding June 30, 2007. Offsetting this downward effect on net operating revenues, we began the implementation of our planned operating standards at this property, which were designed to improve operating efficiencies and lower operating costs. In conjunction with the acquisition of the property and the implementation of these standards, the Tropicana Atlantic City incurred approximately $1.1 million in transition and termination payments during the period beginning January 3, 2007 and concluding June 30, 2007. In addition, during the period beginning January 3, 2007 and concluding June 30, 2007, the Tropicana Atlantic City realized a net gain of $14.1 million related to insurance recoveries arising out of the 2003 construction accident on the site of the property, which gain was net of defense and other costs. See “Business — Legal Proceedings — Litigation matters relating to Aztar’s October 30, 2003 garage collapse accident.”

Tropicana Las Vegas

As a result of the Aztar Acquisition, Tropicana Las Vegas became an independent reporting segment. Tropicana Las Vegas recorded net operating revenue of $82.4 million during the period beginning January 3, 2007 and concluding June 30, 2007. Operating income at Tropicana Las Vegas was $23.4 million during the period beginning January 3, 2007 and concluding June 30, 2007. We have introduced new operational standards at the property to more closely align its operations with our enterprise-wide standards. The new operational standards implemented include adjustments to staffing levels that have achieved more efficient

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and cost-effective operations. In conjunction with the acquisition of the property and the implementation of these standards, Tropicana Las Vegas incurred approximately $0.1 million in transition and termination payments during the period beginning January 3, 2007 and concluding June 30, 2007.

Corporate

Corporate expenses increased by $10.3 million to $11.6 million in the six months ended June 30, 2007 from $1.3 million in the six months ended June 30, 2006 as a result of the amortization of intangible assets, incremental payroll costs, audit costs and other operating expenses associated with the growth of Tropicana Entertainment as a result of the Aztar Acquisition.

Tropicana Casinos and Resorts’ Year Ended December 31, 2006 Compared to its Year Ended December 31, 2005

Net operating revenue in 2006 increased 55% to $288.9 million from $186.6 million in 2005. Correspondingly, operating expenses increased 57% to $230.3 million in 2006 from $146.9 million in 2005. As a result, operating income increased 48% to $58.6 million from $39.7 million in 2006 as compared to 2005. Net income in 2006 was $33.4 million as compared to $21.8 million in 2005. These increases principally resulted from the acquisitions in 2005 of the MontBleu and the Belle of Baton Rouge and the other factors discussed below.

Nevada Properties

Net operating revenue increased at the Nevada properties by $14.9 million, or 11%, to $146.2 million during 2006 from $131.3 million in 2005. The MontBleu, which was acquired on June 10, 2005, contributed $16.6 million to this increase, while the net operating revenue at Tahoe Horizon decreased by $3.5 million and net operating revenue at River Palms increased by $1.8 million period over period. The period over period decrease in net operating revenue at the Tahoe Horizon was primarily the result of a decline in casino revenue, which experienced a decrease of $2.3 million, although all other departments experienced declines in net operating revenue as well. These decreases were mainly attributable to reduced occupancy at the hotel due primarily to the diminished appearance and approachability of the property resulting from a renovation project to replace the outside surface of the building. The period over period increase at the River Palms was due to an increase in casino revenue of $1.0 million and a decrease in promotional allowances given to gaming patrons of another $1.0 million, offset by small decreases in food and beverage revenues. Slot win at the River Palms was up $1.5 million due to an increase in hold percentage of 0.7%, but offset by a drop in slot handle of 8%. Table games and other casino revenue at the River Palms were down due to lower table game drop, although the hold percentage increased slightly.

The decrease in promotional allowances mentioned above was tied to the decrease in table game drop and slot handle, along with improved control over the issuance of complimentaries.

Operating expenses at the Nevada properties increased $23.5 million, or 21%, to $132.9 million in 2006 from $109.4 million in 2005. Of this increase, $25.3 million was due to expenses incurred at the MontBleu, which included marketing and startup costs of $4.2 million related to the re-branding of the property from Caesars Tahoe to the MontBleu. In addition, the MontBleu expensed demolition costs and write-offs of assets in the amount of $1.2 million related to the renovation in 2006. Period over period operating expenses at the Tahoe Horizon decreased by $2.3 million. Operating expenses for the casino, hotel and food and beverage departments declined by $1.6 million, consistent with the declines in the related revenue category, and insurance costs decreased by $1.5 million due to better control of claim costs. These decreases were partly offset by an increase in depreciation expense of $0.7 million due to additional depreciation on equipment purchases. Period over period operating expenses at the River Palms increased by $0.5 million resulting from increases in depreciation and fixed asset write-offs, which were partly offset by decreases in casino operating expenses and marketing costs.

As a result of the changes discussed above, operating income for the Nevada properties declined $8.6 million to $13.3 million in 2006 from $21.9 million in 2005. The MontBleu accounted for $8.7 million

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of the decrease in operating income for the Nevada properties. Operating income declined $1.1 million at the Tahoe Horizon. These declines were partly offset by increases at the River Palms of $1.3 million in operating income.

Mississippi River Basin Properties

Net operating revenue increased at the Mississippi River basin properties by $87.4 million, or 158%, to $142.7 million in 2006 from $55.3 million in 2005. Net operating revenues achieved by the Belle of Baton Rouge, which was acquired on October 25, 2005, increased by $87.9 million to $114.2 million in 2006 from $26.3 million for that portion of 2005 following the acquisition of the property, which increase was a significant factor contributing to the surge in net operating revenues at the Mississippi River basin segment in 2006. The Belle of Baton Rouge experienced significant increases in table game drop and slot handle, hotel room revenues and food and beverage revenues because of the effects of population shifts caused by Hurricane Katrina, which struck the Gulf Coast region on August 25, 2005, and the resulting closure of many competing casinos in the Gulf Coast region. This revenue upsurge began to tail off in September 2006 as more casinos opened or re-opened in the region and the transient population created by Hurricane Katrina appeared to shift back, in part, to New Orleans and other Gulf Coast areas. Net operating revenue at the Lighthouse Point Casino declined slightly during 2006 to $28.4 million from $29.0 million in 2005. This decline in net operating revenue of the Lighthouse Point Casino was caused by an increase in promotional allowances of over $0.8 million.

Operating expenses at the Mississippi River basin properties increased $60.2 million to $92.1 million in year ended December 31, 2006 from $31.9 million in year ended December 31, 2005. The Belle of Baton Rouge, which was acquired on October 25, 2005, accounted for $59.5 million of this increase. Operating expenses at the Lighthouse Point Casino increased by $0.6 million period over period, primarily due to an increase in insurance costs and increased beverage department costs resulting from the issuance of more complimentaries.

Operating income at the Mississippi River basin properties increased $27.2 million to $50.6 million in year ended December 31, 2006 from $23.4 million in year ended December 31, 2005. The Belle of Baton Rouge accounted for $28.4 million of this increase while the Lighthouse Point Casino experienced a period over period decrease of $1.2 million.

Corporate

Corporate operating expenses decreased slightly during 2006 to $5.4 million from $5.6 million in 2005. Corporate operating expenses in 2005 included $2.6 million related to the write-off of deposits and other costs, including legal and other professional fees, related to the abandonment of the previously contemplated acquisition of the President Casino St. Louis and subsequent litigation. Excluding these costs from 2005, corporate operating expenses increased $2.4 million from 2005 to 2006. The principal cause of this increase was an increase in professional fees related to our ongoing legal dispute with Park Cattle, the lessor of the Tahoe Horizon and the MontBleu properties, which totaled $1.1 million in year ended December 31, 2006, increases in corporate level personnel costs in anticipation of the Aztar Acquisition, which totaled $0.4 million, and increased audit fees.

Interest expense for Tropicana Casinos and Resorts was $35.6 million in 2006 compared to $6.0 million in 2005. This increase was due to interest accrued under Tropicana Casinos and Resorts’ then outstanding credit facility, which credit facility was used to partially finance the acquisitions of the MontBleu and the Belle of Baton Rouge properties and interest accrued (which totaled $18.9 million) on the related party loan from CSC Holdings, LLC, an affiliate of Columbia Sussex, to Tropicana Casinos and Resorts, which funded the $313.0 million deposit made in connection with the Aztar Acquisition. Interest income also increased during 2006, from $0.5 million to $8.9 million, as a result of interest earned on funds escrowed in connection with the Aztar Acquisition.

Net income for 2006 was affected by “Minority Interest in Net Income of Consolidated Subsidiaries” of $3.2 million, which was down slightly from the $3.4 million recorded during 2005. Minority interest in

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net income of consolidated subsidiaries includes the 16% economic interest in Greenville Riverboat (which owns the Lighthouse Point Casino) owned by others and the 100% interest in Realty, which owns the real estate and substantially all of the non-gaming assets of River Palms, which is owned by an affiliated company. See Note 11 to the consolidated financial statements of Tropicana Casinos and Resorts for a discussion of Realty’s status as a variable interest entity under FIN 46R. Net income was also affected by “Discontinued Operations, Casinos to be Transferred,” which increased from a loss of $8.9 million in 2005 to a profit of $4.7 million in 2006. The caption “Discontinued Operations, Casinos to be Transferred” includes the operations of the Casuarina Las Vegas Casino, a casino located in leased space in a hotel property owned by an affiliate of Columbia Sussex and managed by Columbia Sussex, the New Orleans riverboat, and the Tropicana Pennsylvania entities, which own land held for sale associated with an abandoned casino development project in Allentown, Pennsylvania (See Note 2 to Tropicana Casinos and Resorts’ 2006 audited financial statements included elsewhere in this prospectus). The Casuarina Las Vegas Casino improved from a loss of $2.7 million in 2005 to a loss of $1.2 million in 2006 due to an increase in net operating revenue of $0.5 million, negotiation of reduced rent under the lease for the property (the lease counter-party is an affiliate of Tropicana Casinos and Resorts), which resulted in a decrease in rent expense of $0.6 million, and reductions in expenses for marketing and promotions, administrative and general costs. Tropicana Casinos and Resorts’ New Orleans riverboat, acquired in June 2005, was damaged by Hurricane Katrina and temporarily shut down for repairs. The period June 10, 2005 (date of acquisition) through December 31, 2005 included costs associated with continuing to pay employees for sixty days after the storm and for other storm related costs that totaled $3.6 million, which contributed to a net loss of $7.1 million in 2005. During 2006, the property continued to incur fixed costs totaling $3.2 million, wrote-off the estimated damage to the vessel of $7.7 million, incurred additional repair costs of $1.9 million, and received insurance proceeds of $22.6 million, which resulted in net income of $9.8 million. Tropicana Pennsylvania wrote-off costs associated with the abandoned casinos development project in Allentown, Pennsylvania and adjusted the carrying value of land held for sale to its estimated fair market value. These charges to operations totaled $5.5 million in 2006.

Tropicana Casinos and Resorts’ Year Ended December 31, 2005 Compared to its Year Ended December 31, 2004

Net operating revenue increased in 2005 by $64.7 million, or 53%, to $186.6 million from $121.9 million in 2004. The MontBleu and the Belle of Baton Rouge, which were acquired in June 2005 and October 2005, respectively, together contributed $59.7 million to the increase. At the properties we owned prior to the acquisition of the MontBleu and the Belle of Baton Rouge, net operating revenue increased by $5.0 million. Operating expenses in 2005 increased by approximately $50.4 million, or 52%, to $146.9 million from $96.5 million in 2004. The MontBleu and the Belle of Baton Rouge contributed $44.2 million to this increase. Included in operating expenses in 2005 were expenses of $2.0 million related to the abandonment of the previously contemplated acquisition of the President Casino in St. Louis, Missouri. Operating income increased by $14.3 million in 2005. The MontBleu and the Belle of Baton Rouge together contributed $15.4 million to the increase in operating income.

Nevada Properties

Net operating revenue at the Nevada properties increased $36.9 million to $131.3 million in 2005 from $94.4 million in 2004. The MontBleu property, which was acquired on June 10, 2005, accounted for $33.4 million of the increase. Net operating revenue at the River Palms property increased $2.9 million to $50.3 million. Of the increase at the River Palms, $2.4 million was due to increased casino revenues, most of which resulted from increases in net win from slot machines. The increase in slot machine net win was the result of an increase in hold percentage of 0.3%, which was offset partially by a decrease in slot handle of $4.2 million. The remaining increase in net operating revenue at the River Palms resulted from an increase in hotel room revenues due to a year over year increase in occupancy from 66.8% to 70.7%. At the Tahoe Horizon, net operating revenue increased $0.5 million to $47.6 million. The increase in revenue at the Tahoe Horizon was due to an increase in casino net win of $1.5 million, offset by a decline in other revenues of approximately $1.0 million caused, in part, by the diminished appearance and approachability of

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the property resulting from the renovation work to replace the outside surface of the property which began in the fourth quarter. The increase in casino net win was due to an increase in slot machine revenue of $1.7 million, which was, in turn, attributable to an increase in slot handle of 3.8% as partially offset by a decrease in hold of 1.4%. The decline in other revenues was due primarily to a decrease in room revenue of $0.7 million, which resulted principally from a decrease in room rates of 6.1%.

Operating expenses at the Nevada properties increased $31.7 million to $109.4 million in 2005 from $77.7 million in 2004. The MontBleu accounted for $28.8 million of this increase. Operating expenses at the River Palms increased $1.9 million to $42.4 million in 2005 from $40.5 million in 2004. The increase at the River Palms was due to increases in casino operating expense (including gaming taxes) of $0.5 million, increases in room, food and beverage operating expenses of $0.4 million, increases in administrative and general operating expenses of $0.5 million and an increase in depreciation expense of $0.5 million due to capital additions of in excess of $5.0 million in 2004 and 2005. Operating expenses at the Tahoe Horizon increased $1.1 million in 2005. Of this increase, $0.7 million resulted from increases in operating expenses associated with hotel room and food and beverage operations. The remaining increase of $0.4 million in operating expenses at the Tahoe Horizon was due primarily to repair costs associated with the dispute with Park Cattle, the lessor of the Tahoe Horizon and the MontBleu properties.

Operating income at the Nevada properties was $21.9 million in 2005, an increase of $5.1 million from $16.8 million in 2004, with the MontBleu accounting for $4.6 million of this increase. Operating income at the River Palms increased $1.0 million while operating income at Tahoe Horizon experienced a decrease of $0.6 million.

Mississippi River Basin Properties

Net operating revenue at the Mississippi River basin properties increased $27.9 million to $55.3 million in 2005 from $27.5 million in 2004, representing a 101% increase. The Belle of Baton Rouge, which was acquired in October 2005, accounted for $26.3 million of this increase. The Lighthouse Point Casino had net operating revenue of $29.0 million in 2005, compared to $27.4 million in 2004, an increase of $1.6 million. The increase in net operating revenue at Lighthouse Point Casino was due primarily to an increase of $1.5 million in casino net win. The increase in casino net win was attributable almost entirely to an increase in slot machine net win, which resulted from an increase in hold percentage of 0.5%, offset by a decline in slot handle of $9.9 million.

Operating expenses at the Mississippi River basin properties increased $15.4 million in 2005 to $31.9 million from $16.5 million in 2004. The Belle of Baton Rouge accounted for a $15.5 million increase in operating expenses. However, at the Lighthouse Point Casino, increases in gaming taxes and casino operating costs of $0.3 million, consistent with the increase in net operating revenue, were offset by a decline in marketing and promotion expenses of $0.4 million.

As a result of the foregoing, operating income for the Mississippi River Basin properties increased $12.5 million to $23.4 million in 2005, with the Belle of Baton Rouge accounting for $10.8 million of the increase and the Lighthouse Point Casino accounting for the remaining $1.7 million.

Corporate

Corporate operating expense increased $3.3 million to $5.6 million in 2005 from $2.3 million in 2004. The write-off of deposits and other costs, including legal and other professional fees of $2.6 million related to the abandonment of the previously contemplated acquisition of the President Casino St. Louis and subsequent litigation, increased professional fees of $0.2 million related to the acquisition of the MontBleu and the Belle of Baton Rouge, and a general increase in corporate expenses due to the addition of new properties to the portfolio under management, all contributed to the increase in corporate operating expense.

Tropicana Casinos and Resorts’ interest expense was $6.0 million in 2005, an increase of $5.0 million from 2004. This increase was due to accrued interest under Tropicana Casinos and Resorts’ then

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outstanding credit facility, which was arranged primarily to finance the acquisitions of the MontBleu and the Belle of Baton Rouge.

Tropicana Casinos and Resorts’ net income increased $3.9 million to $21.8 in 2005 from $17.9 million in 2004. In addition to the factors noted above, net income was affected by an increase in interest expense resulting from the increased debt incurred to finance the acquisitions of the MontBleu and the Belle of Baton Rouge and an increase in loss from discontinued operations of $6.0 million to $8.9 million in 2005 from $2.9 million in 2004. This increase in loss from discontinued operations was caused by losses relating to the damage to the New Orleans riverboat in August 2005 caused by Hurricane Katrina and the resulting operating losses.

Liquidity and Capital Resources

Overview

Historically, Tropicana Casinos and Resorts’ cash flows generated by operations have generally been used to fund reinvestment in existing properties for both refurbishment and expansion projects, to pursue additional growth opportunities via strategic acquisitions of existing companies or new development opportunities and to return capital through dividends. Tropicana Casinos and Resorts has supplemented the cash flows generated by its operations with liquidity provided by financing activities, particularly the incurrence of bank debt, and capital contributions or loans from Mr. William Yung or loans from his affiliates. As described below, recently completed acquisitions and plans for future development necessitated new borrowings and additional capital contributions from Mr. William Yung or loans from entities affiliated with Mr. William Yung.

Tropicana Casinos and Resorts’ net cash provided by operating activities for the year ended December 31, 2006 was $76.8 million. This consisted of net income of $33.4 million, non-cash reconciling items of $43.7 million and net changes in working capital, excluding cash, of $(0.3) million. Tropicana Entertainment’s net cash provided by operating activities for the six months ended June 30, 2007 was $45.6 million. This consisted of net income of $392.6 million, change in deferred taxes of $(397.3), other non-cash reconciling items of $45.1 million and net changes in working capital, excluding cash, of $5.2 million.

Tropicana Casinos and Resorts’ cash used in investing activities totaled $1,361.1 million for the year ended December 31, 2006, which consisted of $63.8 million for additions to property and equipment, $1,310.9 for deposits in connection with the Aztar Acquisition and related costs, net of insurance proceeds of $13.6 million for replacement of property and equipment related to the hurricane damage to the New Orleans riverboat. Tropicana Entertainment’s cash used in investing activities totaled $1,256.8 million for the six months ended June 30, 2007, which consisted of $41.5 million for additions to property and equipment, $2,194.1 million for the Aztar Acquisition, which uses of cash were offset by deposits used for the Aztar Acquisition of $978.0 million and other sources in an amount equal to $0.8 million.

Tropicana Casinos and Resorts’ cash provided by financing activities for the year ended December 31, 2006 was $1,275.8 million. This was made up of $350.2 million in proceeds from related party loans in connection with deposits made on behalf of Tropicana Casinos and Resorts by CSC Holdings, LLC, a subsidiary of Columbia Sussex, which were used (together with $0.3 million of interest earned on the cash from CSC Holdings, LLC) to pay a deposit in connection with the Aztar Acquisition and to fund debt issuance costs, net proceeds of $938.9 million from the issuance of the outstanding notes (net of financing costs of $21.1 million) and advances from related parties of $3.1 million. For the period, payments on long-term debt were equal to $3.5 million and dividends to Mr. William Yung and distributions to minority interest holders totaled $12.9 million. The intercompany loans from CSC Holdings, LLC to Tropicana Casinos and Resorts mature in 2018 and earn interest at a per annum rate equal to LIBOR plus 5.00%, although no principal or interest payments are due until maturity. These loans were retained by Tropicana Casinos and Resorts in the corporate reorganization and were not contributed to Tropicana Entertainment. Tropicana Entertainment’s cash provided by financing activities for the six months ended June 30, 2007 was $1,263.7 million. This was made up of $1,871.9 million in net proceeds in connection with the Acquisition

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Financing Transactions, net capital contributions of $441.6 million and loans or advances from affiliates of $9.9 million, which sources of cash were partially offset by repayments of the debt of Aztar and other existing debt in an aggregate amount of $1,047.9 million, and cash retained by predecessor and distributions to minority interest holders of $11.8 million. For more information concerning the Acquisition Financing Transactions, see “Prospectus Summary — The Acquisition Financing Transactions” and “Business — The Acquisition Financing Transactions.”

Certain costs incurred in connection with the Aztar Acquisition are tax-deductible, including, among other things, expenditures associated with the exercise of stock options which were treated as employee compensation for tax purposes, payment of deferred compensation to executive officers of Aztar, and certain separation payments. Accordingly, subject to applicable statutory limitations, these costs produced favorable income tax attributes that Aztar will utilize on its 2007 federal and state income tax returns and carry back to its 2006 federal and state income tax returns as well. We estimate that the tax benefits resulting from tax-deductible expenditures in connection with the Aztar Acquisition when netted with taxable income for the period January 1, 2007 to May 1, 2007, the date Aztar elected to be treated as an S Corporation under Subchapter S of the Internal Revenue Code, will result in federal and state income tax refunds of approximately $20.5 million, which we expect to receive in the first quarter of 2008.

We are a party to certain legal proceedings involving Park Cattle. See “Business — Legal Proceedings — Litigation matters relating to our leases for the Tahoe Horizon.” Although we believe that Park Cattle’s allegations in connection with these legal proceedings are without merit, we cannot predict the outcome of the ongoing litigation. If we cannot successfully defend against Park Cattle’s allegations or reach a satisfactory settlement with Park Cattle, Tropicana Entertainment may incur significant additional costs including, without limitation, the payment of damages to Park Cattle. Tropicana Entertainment is also expending significant resources in the form of legal fees to contest the allegations made by Park Cattle.

Subject to the considerations described below, on balance, management believes that cash flows from operations, available or contemplated borrowings (including availability under the revolving credit line of the senior secured credit facility totaling $170.3 million as of June 30, 2007) and existing cash balances will be sufficient to meet Tropicana Entertainment’s expected operating requirements during the next 12 months and to fund additional investments. Tropicana Entertainment may consider issuing additional debt or equity securities in the future to fund potential acquisitions or growth or to refinance existing debt, especially related to the Tropicana Las Vegas development project. In addition, subject to certain conditions, we are entitled to extend the Las Vegas loan for two six-month periods. Management continues to review additional opportunities to acquire or invest in companies, properties and other investments that meet its established criteria for strategic and investment return objectives.

Retirement of Credit Facility

Tropicana Casinos and Resorts maintained a $250.0 million credit facility consisting of a Term Loan A in an aggregate principal amount of $100.0 million, of which $96.9 million was outstanding as of December 31, 2006; a Term Loan B in an aggregate principal amount of $100.0 million, of which $98.8 million was outstanding as of December 31, 2006; and a revolving loan in an aggregate principal amount of up to $50.0 million, which was not drawn at December 31, 2006. All amounts outstanding under this credit facility were repaid on January 3, 2007.

Additional Sources and Uses of Cash

Use of Cash for Aztar Acquisition.  On January 3, 2007, affiliates of Tropicana Entertainment acquired all of the outstanding equity interests in Aztar for approximately $2.1 billion in cash.

Substantially concurrently with the consummation of the Aztar Acquisition, Tropicana Entertainment caused Aztar to call for redemption its $300.0 million aggregate principal amount of 77/8% Senior Subordinated Notes due 2014 and $175.0 million aggregate principal amount of 9% senior subordinated notes due 2011 by irrevocably depositing with the trustees for such notes amounts sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness outstanding under such series of

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notes, including principal, premium and liquidated damages, if any, and accrued interest to February 2, 2007, the date on which such series of notes were redeemed. In addition, on January 3, 2007, Tropicana Entertainment caused Aztar to repay in full all outstanding term loans and revolving loans, together with interest and all other amounts due in connection with such repayment, under Aztar’s then outstanding credit agreement. The credit agreement was comprised of a $675 million senior secured credit facility consisting of a five-year revolving credit facility of up to $550 million and a five-year term loan facility of $125 million.

Acquisition Financing Transactions.  We financed the Aztar Acquisition, the refinancing of Aztar’s outstanding indebtedness, and the retirement of its credit facility and certain additional indebtedness, with:

•  The net proceeds of the offering of the outstanding notes.

•  A senior secured credit facility, which was made available to Tropicana Entertainment on January 3, 2007 and provided for $1,530.0 million in aggregate principal amount of term loans, $229.8 million in aggregate principal amount of which we have since repaid resulting in $1,300.2 million in aggregate principal amount of such term loans being outstanding as of September 30, 2007, and a $180.0 million revolving credit facility under which we presently have approximately $170.3 million in additional availability net of approximately $9.7 million of outstanding letters of credit, each of which is scheduled to mature on January 3, 2012. The interest rates per annum applicable to the loans are, at our option, an adjusted LIBOR rate plus an applicable margin of 2.25% or an alternate base rate plus an applicable margin of 1.50%, and in the case of the revolving credit facility will vary according to our leverage ratio during the term of the revolving credit facility. However, Tropicana Entertainment has entered into swap agreements in the amount of $1.0 billion, which effectively fix at 5.00% per annum the LIBOR rate applicable to $1.0 billion of the indebtedness incurred under the senior secured credit facility. See “ — Quantitative and Qualitative Disclosures About Market Risk.” The senior secured credit facility contains covenants that limit, subject to certain exceptions, the ability of Tropicana Entertainment and the guarantors (including the affiliate guarantors) to, among other things, incur debt, declare certain dividends or make certain distributions, repay certain indebtedness, incur liens or other encumbrances, make loans or other investments, merge, consolidate or sell substantially all of its property or business, make capital expenditures above certain prescribed levels during any fiscal year, enter into transactions with affiliates (which are not guarantors of the senior secured credit facility), cause its subsidiaries to pay certain dividends or make certain distributions, amend debt or other material agreements and enter into a new line of business. The senior secured credit facility also requires Tropicana Entertainment to comply with certain financial covenants, including a maximum leverage ratio and a minimum interest coverage ratio which will become more restrictive over time.

•  A secured credit facility in an aggregate principal amount of $440.0 million, which was made available to the Las Vegas Borrower on January 3, 2007, a newly formed indirect subsidiary of Tropicana Entertainment that indirectly holds the assets and operations relating to the Tropicana Las Vegas, which is not part of the “restricted group” under the indenture governing the exchange notes and whose operating results do not support debt service obligations under the exchange notes. The initial term of the Las Vegas secured loan concludes on July 3, 2008. The Las Vegas secured loan affords the Las Vegas Borrower two six month options to extend the term of such loan. The interest rates per annum applicable to the Las Vegas secured loan are, at the Las Vegas Borrower’s option, an adjusted LIBOR rate plus an applicable margin of 2.25% or an alternate base rate plus an applicable margin of 1.50%. However, the Las Vegas borrower has entered into a swap agreement in the amount of $440 million, which effectively fixes at 5.10% per annum the LIBOR rate applicable to the entire balance outstanding under the Las Vegas secured loan. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Tropicana Entertainment and Tropicana Casinos and Resorts — Quantitative and Qualitative Disclosures About Market Risk.” The Las Vegas secured loan contains covenants that, subject to certain exceptions, limit the Las Vegas Borrower’s ability to, among other things, incur debt, declare certain dividends on, redeem or repurchase its capital stock generally, repay certain outstanding indebtedness, incur liens or other

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encumbrances, make loans or other investments, merge, consolidate or sell substantially all its property or business, make certain capital expenditures, cause its subsidiaries to pay certain dividends or make certain distributions and amend debt or other material agreements. The Las Vegas secured loan also requires the Las Vegas Borrower to comply with certain financial covenants, including a maximum ratio of total indebtedness to the appraised value of the property located on the Las Vegas “Strip” of 60%, and maximum capital expenditure amounts.

•  The approximately $241.8 million remaining of a $313.0 million deposit plus accrued interest made by Columbia Sussex on behalf of Tropicana Casinos and Resorts into a custodial account upon the execution of the Aztar Merger Agreement.

•  Cash-on-hand of ours and Aztar.

•  An additional equity contribution of approximately $152.0 million from Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent.

See “Description of Other Indebtedness” for additional information about the senior secured credit facility and the Las Vegas secured loan.

Certain credit rating agencies, such as Moody’s Investor Services, Inc., or Moody’s, and Standard & Poor’s Rating Services, or Standard & Poor’s, publish credit ratings relating to Tropicana Entertainment and its indebtedness based on their assessments of the creditworthiness of Tropicana Entertainment and the restricted group. On August 30, 2007, Moody’s downgraded the (i) “Corporate Family Rating” applicable to Tropicana Entertainment’s indebtedness to “B2” from “B1,” (ii) rating applicable to the notes to “Caa1” from “B3” and (iii) “Probability of Default” rating applicable to Tropicana Entertainment to “B2” from “B1.” In addition, Moody’s assigned Tropicana Entertainment a “SGL-3” rating, reflecting the company’s ability to meet its debt service and maintenance capital requirements without material reliance on the revolving line of credit under its senior secured credit facility. Moody’s also affirmed its previously announced “Ba3” rating with respect to the senior secured credit facility. As of the date of this prospectus, Standard & Poor’s has not taken any further action with respect to the ratings it initially assigned to the indebtedness issued by Tropicana Entertainment.

A rating reflects only the view of a rating agency, and is not a recommendation to buy, sell or hold securities. Any rating can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.

Although Tropicana Entertainment does not have any credit arrangements providing for material changes in payment schedules or other adverse effects as a result of the occurrence of credit rating downgrades, such downgrades could have the effect of restricting its liquidity or limiting its ability to secure future debt financing on satisfactory terms.

Planned Capital Expenditures

•  Tropicana Atlantic City:  In November 2004, Aztar completed a $285.0 million expansion to the Tropicana Atlantic City, which included a 200,000-square-foot entertainment, restaurant and retail complex known as “The Quarter at Tropicana.” We intend to proceed with a plan developed by Aztar, which we expect will cost approximately $55.0 million, to enhance the Tropicana Atlantic City by refurbishing its casino floors and hotel towers so that they are similar in quality and appearance to The Quarter. The three-phase refurbishment project commenced in December 2005. During phase one of the project, Aztar made enhancements to the north tower hotel rooms and certain non-gaming amenities, which phase was completed during the fourth quarter of 2006. During phase two of the project, we refurbished half of the casino floor and the south tower hotel rooms, which phase was completed in the second quarter of 2007. In phase three of the project, we will refurbish the other half of the casino floor and two restaurants at the property. We expect to complete the third phase in the first quarter of 2008.

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•  Belle of Baton Rouge:  The Belle of Baton Rouge benefited from the population increase in the Baton Rouge area following the displacement of residents of New Orleans as a result of Hurricane Katrina, although that benefit has since somewhat subsided. To accommodate the increased demand for gaming in this market and to build market share, we are currently building a 330-space parking structure adjacent to the casino. We will endeavor to complete construction of the parking structure, which is designed to increase casino traffic and is estimated to cost approximately $12.5 million, by the second quarter of 2008.

•  Redevelop the Tropicana Las Vegas Site.  To capitalize on its premium location on the Las Vegas “Strip,” we expect to redevelop the Tropicana Las Vegas by refurbishing one of its two existing hotel towers and its existing showroom (we expect to raze the other existing tower and all of the other remaining structures on the site) and redeveloping the remainder of its 34-acre site. Our preliminary plan for this redevelopment effort envisions approximately 10,200 new and refurbished hotel rooms of which approximately 500 will be refurbished hotel rooms in the existing hotel tower to be retained, approximately 600,000 square feet of new meeting space, an increase in the size of the casino floor to approximately 120,000 square feet, a more modern casino floor layout and a new approximately 250,000-square-foot retail plaza. We plan to complete this redevelopment in 2010. The redevelopment is expected to be funded by a construction financing transaction independent of the financing transactions that funded the Aztar Acquisition and, if necessary, by additional capital contributions from Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent.

•  Lighthouse Point Casino:  We expect to invest between $4.0 million and $5.0 million at the Lighthouse Point Casino in Greenville, Mississippi in order to renovate the casino floors and public areas of the property so as to better position it to meet the competitive challenges posed by the expected introduction of a new gaming property to the market in late 2007. We will add up to 350 new and converted slot machines, making all of the slot machines at the property “ticket-in ticket-out” and upgrade the slot tracking systems. We will also make improvements to the restaurant at the property.

•  Casino Aztar Evansville:  In August 2007, the City of Evansville’s Redevelopment Commission approved our preliminary plan to build a 1,046-seat theater at the Casino Aztar Evansville. The venue, construction of which is currently projected to be completed in the first quarter of 2008 at an approximate cost of $4.0 million, is expected to offer live entertainment for patrons of the property and residents of Evansville.

Except for the Tropicana Las Vegas project, the capital projects described above will be funded from cash generated from operations or from draws on our $180.0 million revolving line of credit under the senior secured credit facility, of which $170.3 million was available as of June 30, 2007.

Contractual Obligations

Tropicana Entertainment and Tropicana Casinos and Resorts have various contractual obligations which they record as liabilities in their consolidated financial statements. Tropicana Entertainment and Tropicana Casinos and Resorts also enter into other purchase commitments or contracts that are not recognized as liabilities until services are performed or goods are received. Additionally, Tropicana Entertainment and Tropicana Casinos and Resorts enter into contracts for the provision of goods and services in the ordinary course of business, such as with respect to food, inventory and entertainment. Such liabilities are recorded as liabilities when so incurred.

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The following table summarizes Tropicana Casinos and Resorts’ material future contractual obligations, in thousands, as of December 31, 2006:

	Payments due by Period
	Less than						More than
Contractual Obligations	1 Year		1-3 Years		3-5 Years		5 Years		Total
Tropicana Casinos and Resorts, Inc.:
Long-term debt, including current portion	$	2,294	$	4,052	$	189,629	$	960,000	$	1,155,975
Interest expense — variable		19,236		37,879		28,775		—		85,890
Interest expense — fixed		92,400		184,800		184,800		277,200		739,200
Operating leases		10,582		20,650		19,249		203,369		253,850
Purchase obligations		571		602		67		—		1,240
Total	$	125,083	$	247,983	$	422,520	$	1,440,569	$	2,236,155

The following table summarizes the material future contractual obligations of Tropicana Entertainment (exclusive of the affiliate guarantors) on a pro forma basis giving effect to the Transactions, in thousands, as of December 31, 2006:

	Payments due by Period
	Less than						More than
Contractual Obligations	1 Year		1-3 Years		3-5 Years		5 Years		Total
Tropicana Entertainment:
Long term debt, including current portion	$	13,914	$	467,292	$	1,321,240	$	960,000	$	2,762,446
Interest expense — variable		26,895		50,698		47,089		—		124,682
Interest expense — fixed		197,231		345,966		329,800		277,200		1,150,197
Operating leases		14,482		24,450		20,549		203,469		262,950
Purchase obligations		44,271		6,202		367		—		50,840
Other		900		1,900		4,000		15,600		22,400
Total	$	297,693	$	896,508	$	1,723,045	$	1,456,269	$	4,373,515

As the preceding table illustrates, Tropicana Entertainment incurred significant additional indebtedness in connection with the Acquisition Financing Transactions. As the issuer of the notes and an obligor under the senior secured credit facility, Tropicana Entertainment is required to dedicate a substantial portion of its cash flow from operations to payments in respect of indebtedness. In addition, the indenture and the credit documentation governing the senior secured credit facility contain restrictive covenants imposing significant operating and financial restrictions on Tropicana Entertainment’s ability to incur or guarantee additional debt, pay dividends, create or incur liens, make loans or investments and engage in extraordinary transactions or transactions with affiliates.

The ability of Tropicana Entertainment to service its contractual obligations and commitments depends on future performance, which will be affected by, among other things, prevailing economic conditions and financial, business and other factors, certain of which are beyond its control.

New Jersey Property Transfer Tax

Pursuant to legislation which became effective in the State of New Jersey on August 1, 2006, acquirers of income-producing commercial real property are subject to a new transfer tax under certain circumstances. The real property owned by subsidiaries of Aztar, which Tropicana Entertainment indirectly holds as a result of the Aztar Acquisition, may be determined to be subject to this recently adopted transfer tax regime. Accordingly, Tropicana Entertainment made a payment of approximately $10.8 million to the State

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of New Jersey as a result of a possible tax liability under the new transfer tax regime. This payment was recorded as an additional cost of the Aztar Acquisition for accounting purposes. Tropicana Entertainment filed for a refund of such payment contemporaneously with the making of the payment. It is possible that the amount of tax due under the new transfer tax regime will exceed the approximately $10.8 million payment made to date by approximately $3.2 million. Any refund or additional payment related to this tax liability which occurs during 2007 will result in a further adjustment to the cost of the Aztar Acquisition for accounting purposes. Accrued interest and nominal penalties may also be assessed against us in connection with any underpayment under the new transfer tax regime. However, while legal authority concerning the transfer tax is not well developed in light of its recent codification and the absence of judicial review of the scope of its application, Tropicana Entertainment believes it may qualify for an exemption to the tax on the basis of the relative significance of the real property it indirectly acquired in New Jersey in the context of the broader Aztar Acquisition. Tropicana Entertainment is now in the process of vigorously pursing all legal avenues available to it to establish that it is exempt from the application of the recently adopted New Jersey transfer tax legislation and to claim a refund with respect to the payment it has made to date pursuant to such legislation.

Off-Balance Sheet Arrangements

Realty has been included in Tropicana Entertainment’s and Tropicana Casinos and Resorts’ consolidated financial statements as a variable interest entity of which Tropicana Casinos and Resorts was the primary beneficiary prior to the corporate reorganization and of which Tropicana Entertainment became the primary beneficiary following the corporate reorganization, which represents an off-balance sheet arrangement. Realty owns the real estate and substantially all of the non-gaming assets of the River Palms, which it leases to a subsidiary of Tropicana Entertainment that operates the casino resort. Realty’s sole income is rental income derived from the aforementioned lease. Realty is a guarantor of the outstanding notes and the senior secured credit facility and will be a guarantor of the exchange notes.

Tropicana Entertainment manages market risk arising out of potential fluctuation in interest rates on its and its subsidiaries’ variable rate debt, including debt incurred pursuant to the senior secured credit facility and the Las Vegas secured loan, by utilizing derivative financial instruments. See “ — Quantitative and Qualitative Disclosures About Market Risk.” Tropicana Entertainment evaluates its exposure to market risk by monitoring interest rates in the marketplace, and does not utilize derivative financial instruments for trading purposes. Tropicana Entertainment’s derivative financial instruments consist exclusively of interest rate swap agreements. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense. Tropicana Entertainment adjusts these interest rate swap agreements to market value.

Other than as described above, Tropicana Entertainment does not maintain any off-balance sheet arrangement that has, or is reasonably likely to have, a current or future material effect on its financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, including interest rates, foreign currency exchange rates, commodity prices and equity prices. Tropicana Entertainment’s primary exposure to market risk arises in connection with interest rate risk associated with variable rate long-term debt and investment of excess cash. Tropicana Entertainment had a total of approximately $1,740.2 million in variable rate debt as of September 30, 2007. The senior secured credit facility carries a variable interest rate equal to, at our option, an adjusted LIBOR rate plus an applicable margin of 2.25% or an alternate base rate, plus an applicable margin of 1.50%. Accordingly, based on a LIBOR rate of 5.32%, which reflects the adjusted LIBOR rate as of June 30, 2007, the senior secured credit facility carries an average interest rate of approximately 7.57%. The Las Vegas secured loan carries a variable interest rate set at an adjusted LIBOR rate plus an applicable margin of 2.25% or an alternate base rate, plus an applicable margin of 1.50%. Accordingly, based on a LIBOR rate of 5.32%, which reflects the

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adjusted LIBOR rate as of June 30, 2007, the Las Vegas secured credit facility carries an average interest rate of approximately 7.57% per annum.

However, as noted under the caption “— Off-Balance Sheet Arrangements,” Tropicana Entertainment manages market risk arising out of potential fluctuation in interest rates on its and its subsidiaries’ variable rate debt, including debt incurred pursuant to the senior secured credit facility and the Las Vegas secured loan, by utilizing derivative financial instruments. For instance, effective as of January 3, 2007, Tropicana Entertainment entered into swap agreements in the amount of $1.0 billion swapping 5.00% fixed rate interest payments for variable 90-day LIBOR rate interest payments. The agreements have fixed payment dates on the last day of each March, June, September and December, which commenced on March 31, 2007, and termination dates of January 3, 2012. These agreements have the effect of fixing the LIBOR rate applicable to $1.0 billion of the indebtedness incurred under the senior secured credit facility at 5.00%, thereby reducing the extent to which we are exposed to the risk of loss arising from adverse changes in market rates and prices in connection with such facility.

Also effective as of January 3, 2007, the Las Vegas Borrower entered into a swap agreement in the amount of $440.0 million swapping 5.10% fixed rate interest payments for variable 90-day LIBOR rate interest payments. The agreement has fixed payment dates on the last day of each March, June, September, and December, which commenced on March 31, 2007, and a termination date of July 3, 2008. This agreement has the effect of fixing the LIBOR rate applicable to all of the indebtedness incurred under the Las Vegas secured loan at 5.10% for the entire term of the loan. This agreement may be assumed by Tropicana Entertainment if the Las Vegas secured loan is repaid prior to the termination date.

Tropicana Entertainment evaluates its exposure to market risk by monitoring interest rates in the marketplace, and does not utilize derivative financial instruments for trading purposes. Tropicana Entertainment’s derivative financial instruments consist exclusively of interest rate swap agreements. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

As of September 30, 2007, Tropicana Entertainment had approximately $300.2 million of variable rate debt under the senior secured credit facility which was not hedged against as described above. This variable rate debt was not covered by any interest rate swap agreements. Based on this exposure of Tropicana Entertainment to variable rate borrowings, a 1% change in the weighted average interest rate would increase its annual interest expense by approximately $3.0 million.

In addition to the foregoing, Tropicana Entertainment maintains cash and cash equivalents with various financial institutions and performs periodic evaluations of the relative credit standing of those financial institutions. Tropicana Entertainment has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk with respect to its holdings of cash and cash equivalents.

Tropicana Entertainment does not have any significant foreign currency exchange rate risk or commodity price risk and does not currently trade any market-sensitive instruments.

Critical Accounting Policies

Tropicana Entertainment’s and Tropicana Casinos and Resorts’ discussion and analysis of their financial position and results of operations are based upon their financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. In addition, certain of Tropicana Entertainment’s and Tropicana Casinos and Resorts’ accounting policies, including the estimated lives assigned to its assets, the determination of bad debt, asset impairment, and fair value of self-insurance reserves, require that members of its management team apply reasoned judgment in defining the appropriate assumptions for making the relevant determinations. Management estimates and judgments are based on historical experience, terms of existing contracts, evaluation of trends in relevant industries, information provided by customers and information available from other outside sources, as

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management deems appropriate. While Tropicana Entertainment and Tropicana Casinos and Resorts evaluate their estimates and judgments on an ongoing basis, actual results may differ from these estimates and judgments under different assumptions and conditions.

Tropicana Entertainment and Tropicana Casinos and Resorts believe the following items are the critical accounting policies and more significant estimates and assumptions used in the preparation of their financial statements. These accounting policies conform to the accounting policies contained in the consolidated financial statements of Tropicana Entertainment and Tropicana Casinos and Resorts contained elsewhere in this prospectus. Tropicana Entertainment’s and Tropicana Casinos and Resorts’ accounting policies are routinely reviewed and they may, in the ordinary course, be changed on a going-forward basis. In addition, Tropicana Entertainment’s and Tropicana Casinos and Resorts’ accounting policies may differ from those of Aztar. The following accounting polices and classifications used by Aztar were changed as of the date of the Aztar Acquisition, January 3, 2007, to reflect Tropicana Entertainment’s accounting policies and classifications: (i) Operating revenues are presented gross of promotional allowances and complimentaries offered to customers, while Aztar presented operating revenues net of these items. These promotional allowances and complimentaries are then deducted from gross operating revenue to derive net operating revenues. (ii) The cost of providing complimentary rooms, food and beverage to customers is presented as an expense of the department providing the service, while Aztar presented these costs as expenses of the department that granted the complimentary to the guest, which was primarily the casino department. (iii) Gaming taxes and licensing fees are presented as a separate caption in the statement of operations, while Aztar presented these costs as part of the casino department. (iv) Provision for doubtful accounts expense is included as a casino department expense, while Aztar presented provision for doubtful accounts as a separate operating expense caption. (v) Depreciation and amortization expense after the Aztar Acquisition will reflect useful lives which may differ from those used by Aztar prior to the Aztar Acquisition. See footnote (2) to the unaudited pro forma consolidated income statement included elsewhere in this prospectus for more detail regarding these reclassifications we have made.

Self-Insurance Accruals

Tropicana Entertainment and Tropicana Casinos and Resorts are self-insured up to certain limits for costs associated with general liability and workers’ compensation insurance. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of actuarial estimates of incurred but not reported claims. In estimating these costs, Tropicana Entertainment and Tropicana Casinos and Resorts consider historical loss experience and make judgments about the expected levels of costs per claim. Tropicana Entertainment and Tropicana Casinos and Resorts also rely on consultants to assist in the determination of estimated accruals on an accrual basis. These claims are accounted for based on actuarial estimates of the undiscounted claims, including those claims incurred but not reported. Tropicana Entertainment and Tropicana Casinos and Resorts believe the use of actuarial methods to account for these liabilities provides a consistent and effective way to measure these accruals; however, changes in accident frequency and severity and other factors could materially affect the reliability of estimates for these liabilities. Tropicana Entertainment and Tropicana Casinos and Resorts continually monitor their estimates, evaluate their insurance accruals and, to the extent necessary, adjust their recorded provisions.

Property and Equipment

Depreciation and amortization are computed over the estimated useful lives of relevant items of property and equipment on the straight-line method. Estimated useful lives for property and equipment in service range from 10 to 39 years for building and building components, and 3 to 10 years for equipment. Leasehold improvements are amortized over the lesser of the term of the lease or the useful life of the asset.

Management reviews casino and hotel assets for impairment whenever events or changes in circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate, plus the assets’ residual value to the carrying amount of the assets. If the operation is determined to be unable to recover the carrying amount of its assets, then the casino and hotel assets are written down to fair value. Fair value is determined based on discounted cash flows.

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Management reviews its facilities for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Any legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset are recorded at the time they are known. If such legal obligations arise, management requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs, if any, are capitalized as part of the carrying amount of the long-lived asset. The liability, if any, is discounted and accretion expenses are recognized using the credit-adjusted risk-free interest rate in effect when the liability is initially recognized.

Goodwill and Intangible Assets

Goodwill represents the excess of purchase price over net assets acquired. Goodwill is not amortized. Goodwill is tested for impairment at the reporting unit level annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Intangible assets represent assets, other than goodwill or financial assets, which lack physical substance. Intangible assets with a definite life are amortized over their useful life. An intangible asset’s useful life is defined as the period over which the asset is expected to contribute directly or indirectly to future cash flows.

Intangible assets with an indefinite life are not amortized. An intangible asset that is not subject to amortization is tested for impairment at the reporting unit level annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

When testing goodwill and intangible assets with indefinite lives for impairment, the income approach is used, which includes an analysis of the market, cash flows, and risks associated with achieving such cash flows. The income approach focuses on the income producing capability of the existing hotel/casino and best represents the present value of the future economic benefits expected to be derived. Significant assumptions used in the impairment test include EBITDA projections, working capital requirements and the discount rate.

Accounts Receivable

Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems such accounts to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions.

Customer Loyalty Program

Tropicana Entertainment and Tropicana Casinos and Resorts provide certain custom loyalty programs at their casinos which reward customers for gaming play. Under the programs, customers are able to accumulate points which may be redeemed in the future, subject to certain limitations and the terms of the programs of individual casinos, for cash, goods and services. Tropicana Entertainment and Tropicana Casinos and Resorts accrue the cost of points that may be redeemed for cash as they are earned, as adjusted to give effect to estimated redemption rates. These costs are recorded as promotional allowances. Tropicana Entertainment and Tropicana Casinos and Resorts estimate the cost and accrue for the expense of points that are redeemable for goods or services as such points are earned from gaming play. These accruals are recorded as casino expense. The estimated cost is based on estimates and assumptions regarding marginal costs of the goods and services, redemption rates and the mix of goods and services for which the points are eligible to be redeemed.

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SELECTED HISTORICAL FINANCIAL DATA — COLUMBIA PROPERTIES VICKSBURG

The following table sets forth selected historical financial data of CP Vicksburg, one of the affiliate guarantors. CP Vicksburg was formed on January 23, 2003 for the purpose of acquiring the Horizon Casino Hotel Vicksburg, which acquisition was completed on October 27, 2003, and, accordingly, selected financial data of CP Vicksburg for the 2003 fiscal year reflect CP Vicksburg’s results of operations from and after its acquisition of the Horizon Casino Hotel Vicksburg.

The selected historical financial data of CP Vicksburg for the 2003 fiscal year have been derived from the audited financial statements of CP Vicksburg not included elsewhere in this prospectus. The selected historical financial data of CP Vicksburg for the 2004, 2005 and 2006 fiscal years have been derived from the audited financial statements of CP Vicksburg included elsewhere in this prospectus. The selected historical income statement data of CP Vicksburg for the six month periods ended June 30, 2006 and 2007 and the selected historical balance sheet data as of June 30, 2007 have been derived from the unaudited financial statements of CP Vicksburg included elsewhere in this prospectus which, in the opinion of management, include all adjustments necessary for a fair presentation of the information for those periods.

The historical results below do not represent the results of the restricted group under the indenture. The historical results set forth below do not necessarily indicate results expected for any future period, and the results of any future period do not necessarily indicate results that may be expected for any other period or the full fiscal year. The following historical financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — CP Vicksburg” and the financial statements of CP Vicksburg included elsewhere in this prospectus.

													Six Months Ended
	Year Ended December 31,												June 30,
	2003(1)			2004			2005			2006			2006			2007
	(In thousands)
Income Statement Data:
Revenues
Casino	$	3,890		$	24,093		$	31,364		$	32,427		$	18,006		$	14,898
Rooms		309			1,751			1,738			1,921			1,068			751
Food and beverage		409			3,272			4,088			4,423			2,419			1,655
Other casino and hotel		46			385			559			731			511			238
Total operating revenues		4,654			29,501			37,749			39,502			22,004			17,542
Less promotional allowances		(692	)		(3,968	)		(4,978	)		(5,903	)		(3,232	)		(1,953	)
Net operating revenues		3,962			25,533			32,771			33,599			18,772			15,589
Operating expenses
Casino		1,366			6,703			6,948			7,201			3,648			2,326
Rooms		250			1,085			974			981			483			722
Food and beverage		529			3,007			3,660			4,048			2,116			1,580
Other casino and hotel		1,171			7,081			8,182			8,799			4,644			3,978
Selling, general and administrative		855			4,688			5,696			6,242			3,479			3,381
Depreciation and amortization		373			2,724			3,033			3,413			1,522			1,764
Write off of fixed assets, deposits and other costs related to abandoned acquisitions		—			—			—			273			18			29
Total operating expenses		4,544			25,288			28,493			30,957			15,910			13,780
Income (loss) from operations		(582	)		245			4,278			2,642			2,862			1,809
Interest expense net		(143	)		(877	)		(1,168	)		(1,118	)		(1,007	)		—
Net Income (loss)	$	(725	)	$	(632	)	$	3,110		$	1,524		$	1,855		$	1,809

(1) Includes the results of operations from October 27, 2003, date of acquisition, to December 31, 2003.

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	December 31,								June 30,
	2003		2004		2005		2006		2006		2007
	(In thousands)
Balance Sheet Data (as of period end):
Cash and cash equivalents	$	5,351	$	4,935	$	5,072	$	3,705	$	6,357	$	3,990
Total assets		39,991		39,736		40,266		36,540		41,040		38,289
Lease liability(1)		3,022		2,921		2,820		2,558		2,634		2,482
Total debt, excluding related party		20,000		20,000		17,143		—		15,714		—
Members’ equity		14,274		13,642		15,302		28,976		17,308		30,785

(1) Represents the amount needed to adjust future lease payments under CP Vicksburg’s lease agreement with the city of Vicksburg to current market rents, which is based on an appraisal at the date of acquisition of the Vicksburg Horizon and is being amortized over the remaining 20-year term of the lease on a straight-line basis.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — COLUMBIA PROPERTIES VICKSBURG

The following management’s discussion and analysis should be read in conjunction with “Selected Historical Financial Data — Columbia Properties Vicksburg, LLC” and the financial statements of CP Vicksburg included elsewhere in this prospectus. See “Forward Looking Statements” and “Risk Factors” for a discussion of factors that could cause future financial condition and results of operations to be different from those discussed below. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Separate analyses of results of operations for Tropicana Casinos and Resorts, JMBS Casino and Aztar are included elsewhere in this prospectus.

CP Vicksburg, an affiliate guarantor, is owned by Mr. William Yung and the JMBS Trust. CP Vicksburg owns and operates the Vicksburg Horizon, a 297-foot multi-level antebellum style riverboat situated in downtown Vicksburg, Mississippi. The property features a hotel offering 117 guest hotel rooms and a two-floor 20,909-square-foot casino housing 696 slot machines and 19 table games. Additional amenities include two restaurants, a sports bar, two covered parking garages and an additional parking lot with free valet service, providing customers with a total of 889 parking spaces. The property is adjacent to a shore side complex that includes a seven-story hotel.

CP Vicksburg is subject to the restrictive covenants contained in the indenture.

Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006

Operating Revenues

Net operating revenue decreased by $3.2 million, or 17.0%, to $15.6 million in the six month period ended June 30, 2007 from $18.8 million in the six month period ended June 30, 2006. Consistent with management’s expectations, revenue increases experienced in prior periods following Hurricane Katrina receded somewhat in the six month period ended June 30, 2007 as casinos re-opened in the regions affected by the hurricane and the transient population created by Hurricane Katrina in the Vicksburg region began to shift back, in part, to other Gulf Coast areas.

Casino revenues were down $3.1 million to $14.9 million in the six month period ended June 30, 2007 as compared to the $18.0 million in casino revenues recorded in the six month period ended June 30, 2006. This decrease was primarily due to a period over period decline in slot win of $2.3 million caused by a 28% decline in slot handle for the reasons discussed above. Revenue derived from table games and poker was down $0.2 million and other casino revenues were down $0.6 million in the six month period ended June 30, 2007 as compared to the six month period ended June 30, 2006.

Hotel room sales, food and beverage revenues and other casino and hotel revenues collectively fell during the six month period ended June 30, 2007 as compared to the six month period ended June 30, 2006 by $1.3 million to $2.7 million from $4.0 million, principally as a result of the general decrease in business relating to the tapering off of the post-hurricane surge, as discussed above.

The reduction in total operating revenues was offset by a $1.2 million reduction in complimentary hotel rooms and food and beverage services offered to casino guests.

Operating Expenses

Corresponding to the decline in revenues during the six month period ended June 30, 2007 as compared to the same period in 2006, operating expenses decreased by $2.1 million, or 13.2%, to $13.8 million during the six month period ended June 30, 2007 from $15.9 million during the six month period ended June 30, 2006. This decline was mainly in casino expenses, which were down $1.3 million period over period, expenses relating to marketing, advertising and casino promotion, which were down

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$0.8 million period over period, and gaming taxes and licenses, which declined $0.4 million period over period — consistent with the decline in casino revenues. These expense decreases were partially offset by increases in insurance costs ($0.1 million) and depreciation ($0.3 million). The decline in casino costs and gaming taxes was principally related to the general decrease in business at the property resulting from the tapering off of the post-hurricane surge, as discussed above. The decline in marketing, advertising and casino promotions expenses resulted primarily from a reduction in newspaper, magazine and radio advertising expenditures.

Income from Operations

As a result of the factors described above, income from operations decreased $1.1 million, or 37.9%, to $1.8 million in the six month period ended June 30, 2007 from $2.9 million in the six month period ended June 30, 2006.

Interest Expense

All of CP Vicksburg’s outstanding debt was repaid in December 2006. As a result, CP Vicksburg did not incur any interest expense during the six months ended June 30, 2007, representing a decline in its interest expense of $1.0 million as compared to the six months ended June 30, 2006.

Net Income

Net income decreased $0.1 million, or 5.3%, to $1.8 million for the first six months of 2007 from $1.9 million in the first six months of 2006. Net income was adversely affected by the reduction in business levels from the abnormally elevated levels experienced in the prior period in the aftermath of Hurricane Katrina, as discussed above, which adverse effect was partially offset by the reduction in interest expense resulting from the repayment of all of CP Vicksburg’s debt in December 2006 and lower period over period operating expenses, as discussed above.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Operating Revenues

Net operating revenue was $33.6 million for the year ended December 31, 2006, an increase of $0.8 million, or 2.5%, from the $32.8 million of net operating revenue recorded in the year ended December 31, 2005. This increase in net operating revenue in the year ended December 31, 2006 can be attributed to the success of marketing initiatives executed in the period, and the continued increase in customer visits due to improved access owing to the installation of a new parking facility adjacent to the casino, which was completed in the summer of 2004. The revenue increase was also attributable to the increase in the population of Jackson, Mississippi, which is the primary feeder city for the Vicksburg gaming market, and the temporary closure of many competing casinos in the Gulf Coast region, each of which developments was the result of Hurricane Katrina on August 25, 2005. Revenue increases period over period attributable to Hurricane Katrina have begun to level off as casinos have re-opened in the New Orleans and the Gulf Coast region and the transient population created by Hurricane Katrina has begun to shift back, in part to other Gulf Coast areas.

Casino revenue increased in the year ended December 31, 2006 by $1.1 million, or 3.4%, to $32.4 million from $31.3 million in the year ended December 31, 2005. Table game revenues increased $0.3 million to $3.3 million in the year ended December 31, 2006 from $3.0 million in the year ended December 31, 2005 due to an increase in hold percentage of 2.5%, which was partially offset by a decrease in table game drop of 2.7%. Slot revenues increased $0.6 million, or 2.2%, to $27.8 million in the year ended December 31, 2006 from $27.2 million in the year ended December 31, 2005, due to a 6.1% increase in slot handle which was partially offset by a drop in hold percentage of 0.2%.

Hotel room sales increased $0.2 million, or 10%, to a total of $1.9 million in the year ended December 31, 2006 as compared to a total of $1.7 million in the year ended December 31, 2005. During

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the same period, occupancy rates decreased from 74.9% to 68.8%; however, the average daily rate charged to patrons increased 20% to $65.34. During the year ended December 31, 2006, over 65% of room occupancy was attributable to the issuance of complimentary rooms to casino guests, which awards increased 43% in such year over the year ended December 31, 2005.

Food and beverage revenue increased period over period by $0.3 million to $4.4 million in the year ended December 31, 2006. This improved result was attributable to increased operational volume in the hotel and casino.

Operating revenue increases were partially offset by an increase in promotional allowances of $0.9 million during the year ended December 31, 2006 as compared to the year ended December 31, 2005, related to the issuance of complimentaries to casino guests to encourage higher casino play.

Operating Expenses

Total operating expenses increased $2.5 million to $31.0 million in the year ended December 31, 2006 from $28.5 million in the year ended December 31, 2005. Casino expenses increased $0.3 million, or 3.6%, representing a slightly higher increase than the growth in casino revenues recorded during the year ended December 31, 2005. Gaming equipment rentals accounted for $0.2 million of the increase in casino expenses and the remainder of the increase was attributable to payments in respect of salaries and supplies.

Food and beverage costs increased $0.4 million in the year ended December 31, 2006 as compared to the year ended December 31, 2005, in proportion to the increase in food and beverage sales during that period, with the cost of products sold accounting for $0.2 million of the increase and payroll expense accounting for the remaining $0.2 million of the increase. Insurance expense increased $0.4 million in the year ended December 31, 2006 as compared to the year ended December 31, 2005 due to industry-wide increases in premiums for coverage of riverboats after Hurricane Katrina. Administrative and general costs increased $0.5 million period over period due to higher employee benefits costs and costs related to guest claims that were not covered by insurance. Other increases in operating expenses included utilities ($0.2 million increase), and depreciation ($0.4 million increase).

Income from Operations

As a result of the factors described above, income from operations decreased $1.7 million, or 40%, to $2.6 million in the year ended December 31, 2006 from $4.3 million in the year ended December 31, 2005.

Interest Expense

Interest expense remained relatively flat as lower average debt balances outstanding were offset by increased interest rates.

Net Income

Net income decreased from $3.1 million for the year ended December 31, 2005 to $1.5 million for the year ended December 31, 2006 due to the foregoing factors.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Operating Revenues

Net operating revenue increased $7.3 million, or 28%, to $32.8 million in 2005 from $25.5 million in 2004. Net operating revenue increases in 2005 were attributable to continued increases in customer visits due to improved access to the casino facility owing to the installation of a new parking facility adjacent to the casino, and was also partly affected by the increase in business resulting from damage sustained by competing casinos in the Gulf Coast area and population increases in Jackson, Mississippi due to Hurricane Katrina.

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Casino revenue increased in 2005 by $7.2 million, or 30%, to $31.3 million from $24.1 million in 2004. Slot revenues increased $7.4 million, or 38%, to $27.2 million in 2005 from $19.7 million in 2004, due to a 25% increase in slot handle and an increase in hold percentage of 0.5%. This increase in slot revenues was partially offset by a decrease in table game revenues of $0.3 million to $3.0 million in 2005 from $3.3 million in 2004. This decrease in table games revenue was due to a 4.7% decrease in table games drop and a decline in hold percentage of 1.3%. Casino revenue increases were partially offset by an increase in promotional allowances of $1.0 million year over year related to the issuance of additional complimentaries to casino guests.

Rooms revenue remained flat year over year while food and beverage revenues increased to $4.1 million in 2005 compared to $3.3 million in 2004, an increase of $0.8 million, attributable primarily to an increase in complimentaries awarded to casino guests.

Operating Expenses

Total operating expenses increased $3.2 million, or 13%, to $28.5 million in 2005 from $25.3 million in 2004. This increase was considerably lower than the increase in net operating revenue as management gained further control over costs in its second full year of operations following the commencement of its management of the casino in October 2003. Casino expenses in 2005 increased $0.2 million, or 3%, from 2004 levels, representing a smaller increase than the increase in casino revenues, as management was able to obtain revenue increases without commensurate increases in labor costs. Hotel costs decreased slightly, while food and beverage costs increased $0.7 million in 2005 from 2004 due to increased sales volume. The increase in food and beverage costs was primarily due to a $0.3 million increase in the cost of products sold and a $0.3 million increase in food and beverage related salaries. Marketing, advertising and casino promotions increased $0.8 million in 2005 from 2004 as CP Vicksburg placed a heavier emphasis on advertising, special events and drawings in an effort to increase market share. Gaming taxes and licenses increased $0.8 million, in proportion to the increase in net gaming revenues. Lease expense increased $0.3 million because a portion of the lease payment due to the city of Vicksburg pursuant to the terms of the lease is tied to the level of gaming and food and beverage revenues achieved at the property, which revenues increased during the period. Depreciation and amortization increased $0.3 million as a result of additional capital expenditures of $3.4 million in 2005, primarily for furniture and fixtures.

Income from Operations

Income from operations increased $4.1 million to $4.3 million in 2005 from $0.2 million in 2004 as a result of increased net operating revenue and improved cost control, as described above.

Net Income

Net income increased $3.7 million to $3.1 million in 2005 from a loss in 2004 of $0.6 million, as net operating revenue increased $7.3 million while operating expenses only increased by $3.2 million owing to management’s ability to achieve greater control over its operating costs in its second full year of operations. However, gains in the containment of operating costs were partially offset by an increase in interest expense of $0.3 million caused by higher interest rates.

Liquidity and Capital Resources

Historically, CP Vicksburg’s cash flows generated by operations have generally been used to fund reinvestment in its existing operations and to return capital through dividends. CP Vicksburg has supplemented the cash flows generated by its operations with liquidity provided by financing activities, particularly the incurrence of bank debt, and capital contributions or loans from Mr. William Yung or his affiliates.

CP Vicksburg’s cash flow from operating activities in 2006 was $4.1 million, which, along with (i) net capital contributions from members in 2006 of $12.1 million, (ii) advances from related parties in that period of $0.6 million and (iii) a decrease in cash balances of $1.4 million, was used to fund capital

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expenditures of approximately $1.1 million and repay indebtedness of approximately $17.1 million in indebtedness. Specifically, on December 7, 2006, with cash on hand and the proceeds of equity contributions made by Mr. William Yung and the JMBS Trust, CP Vicksburg retired all of its outstanding bank debt. Accordingly, at December 31, 2006, CP Vicksburg had no material debt outstanding, although on January 3, 2007 it agreed to guarantee the notes and the senior secured credit facility, which comprised approximately $2,260.2 million in aggregate principal amount of indebtedness as of September 30, 2007.

CP Vicksburg’s long-term liabilities include a lease liability to adjust future lease payments to current market rents based on an appraisal completed when CP Vicksburg was acquired in October 2003. The year ended December 31, 2006 included a $0.3 million reduction in lease expense related to amortization of this liability.

CP Vicksburg’s cash flow from operating activities for the six months ended June 30, 2007 was $3.7 million, which was used to fund capital expenditures of approximately $0.3 million and to lend $3.0 million to Tropicana Entertainment in June 2007 to help fund principal and interest payments under the senior secured credit facility and interest payments under the notes. This loan, which is expressly subordinated in right of payment to the senior secured credit facility and the notes, accrues interest at the rate of 12.0% per annum and matures on January 1, 2015. No interest payments are required to be made under the loan until its maturity.

As an affiliate guarantor under the notes and a guarantor of the senior secured credit facility, CP Vicksburg has been, and may continue to be, required to dedicate a substantial portion of its cash flow from operations to payments in respect of indebtedness. In addition, the indenture and the credit documentation governing the senior secured credit facility contain restrictive covenants imposing significant operating and financial restrictions on CP Vicksburg’s ability to incur or guarantee additional debt, pay dividends, create or incur liens, make loans or investments and engage in extraordinary transactions or transactions with affiliates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts — Liquidity and Capital Resources.”

Although the indenture and the credit documentation governing the senior secured credit facility limit the ability of CP Vicksburg to make distributions, CP Vicksburg is permitted to make distributions to its owners to allow them to pay income taxes on their allocated income from CP Vicksburg’s operations. CP Vicksburg intends to make these permitted tax distributions to its owners in the future to the extent permitted under the indenture and the credit documentation governing the senior secured credit facility.

Contractual Obligations

CP Vicksburg has various contractual obligations which it records as liabilities in its financial statements. CP Vicksburg also enters into other purchase commitments or contracts that are not recognized as liabilities until services are performed or goods are received. Additionally, CP Vicksburg enters into contracts for the provision of goods and services in the ordinary course of business, such as with respect to food, inventory and entertainment. Such liabilities are recorded as liabilities when so incurred.

The following table summarizes CP Vicksburg’s future material contractual obligations, in thousands, at December 31, 2006:

	Payments Due by Period
	Less than		1-3		3-5		More than
Contractual Obligations	1 Year		Years		Years		5 Years		Total
Columbia Properties Vicksburg, LLC:
Operating leases	$	576	$	1,152	$	1,152	$	12,669	$	15,549
Purchase obligations		298		173		—		—		471
Total	$	874	$	1,325	$	1,152	$	12,669	$	16,020

In addition, CP Vicksburg is a guarantor of the indebtedness incurred by Tropicana Entertainment pursuant to the Acquisition Financing Transactions other than the Las Vegas secured loan. See “Prospectus

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Summary — the Acquisition Financing Transactions” and “Business — the Acquisition Financing Transactions.”

CP Vicksburg’s ability to service its contractual obligations and commitments depends on its future performance, which will be affected by, among other things, prevailing economic conditions and financial, business and other factors, certain of which are beyond its control.

Critical Accounting Policies

CP Vicksburg’s discussion and analysis of its financial position and results of operations are based upon its financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. The estimates and assumptions made by management in connection with the preparation of financial statements for CP Vicksburg are similar to the estimates and assumptions made by management in connection with its preparation of financial statements for Tropicana Entertainment and Tropicana Casinos and Resorts. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts— Critical Accounting Policies” for a brief description of several of these estimates and assumptions.

Off-Balance Sheet Arrangements

CP Vicksburg does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on its financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. CP Vicksburg does not presently maintain any investments in derivative securities.

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SELECTED HISTORICAL FINANCIAL DATA — JMBS CASINO

The following table sets forth selected historical financial data of JMBS Casino, one of the affiliate guarantors. JMBS Casino was formed on January 23, 2002 for the purpose of acquiring the Jubilee Casino.

The selected historical financial data of JMBS Casino for the 2002 and 2003 fiscal years have been derived from the audited financial statements of JMBS Casino not included elsewhere in this prospectus. The selected historical financial data of JMBS Casino for the 2004, 2005 and 2006 fiscal years have been derived from the audited financial statements of JMBS Casino included elsewhere in this prospectus. The selected historical income statement data of JMBS Casino for the six month periods ended June 30, 2006 and 2007 and the selected historical balance sheet data as of June 30, 2007 have been derived from the unaudited financial statements of JMBS Casino included elsewhere in this prospectus which, in the opinion of management, include all adjustments necessary for a fair presentation of the information for those periods.

The historical results below do not represent the results of the restricted group under the indenture. The historical results set forth below do not necessarily indicate results expected for any future period, and the results of any future period do not necessarily indicate results that may be expected for any other period or the full fiscal year. The following historical financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — JMBS Casino” and the financial statements of JMBS Casino included elsewhere in this prospectus.

	Year Ended December 31,															Six Months Ended June 30,
	2002(1)			2003			2004			2005			2006			2006			2007
	(In thousands)
Income Statement Data:
Revenues
Casino	$	24,947		$	32,251		$	34,656		$	30,607		$	30,545		$	16,235		$	15,662
Rooms		732			501			502			428			353			173			172
Food and beverage		982			1,330			1,289			929			757			398			283
Other casino and hotel		104			163			247			141			183			72			90
Total operating revenues		26,765			34,245			36,694			32,105			31,838			16,878			16,207
Less promotional allowances		(4,070	)		(5,396	)		(5,786	)		(4,295	)		(4,221	)		(2,484	)		(1,742	)
Net operating revenues		22,695			28,849			30,908			27,810			27,617			14,394			14,465
Operating expenses
Casino		6,822			6,448			5,355			5,107			5,740			2,025			2,396
Rooms		301			442			176			204			201			112			195
Food and beverage		674			733			628			497			529			338			331
Other casino and hotel		3,547			6,978			7,349			6,836			7,095			3,398			3,527
Selling, general and administrative		3,116			2,210			3,267			2,834			2,607			1,802			1,700
Depreciation and amortization		2,149			2,594			2,709			2,915			2,918			1,409			1,117
Total operating expenses		16,609			19,405			19,484			18,393			19,090			9,084			9,266
Income from operations		6,086			9,444			11,424			9,417			8,527			5,310			5,199
Interest expense, net and other expenses		(411	)		(706	)		(554	)		(532	)		(346	)		(178	)		55
Income from continuing operations		5,675			8,738			10,870			8,885			8,181			5,132			5,254
Discontinued operations					(5	)		(568	)		(430	)		(44	)		—			—
Net income	$	5,675		$	8,733		$	10,302		$	8,455		$	8,137		$	5,132		$	5,254

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	December 31,										June 30,
	2002(1)		2003		2004		2005		2006		2006		2007
	(In thousands)
Balance Sheet Data (as of period end):
Cash and cash equivalents	$	2,741	$	4,673	$	7,021	$	5,435	$	4,031	$	4,787	$	4,227
Total assets		46,816		46,989		46,807		41,882		37,912		40,672		41,256
Total debt, excluding related party		18,063		14,397		10,572		7,066		—		5,153		—
Member’s equity		26,364		30,769		34,070		32,795		35,557		32,789		39,762

(1) Reflects results from March 12, 2002, the date on which JMBS Casino acquired the Jubilee Casino.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — JMBS CASINO

The following management’s discussion and analysis should be read in conjunction with “Selected Historical Financial Data — JMBS Casino” and the financial statements of JMBS Casino included elsewhere in this prospectus. See “Forward Looking Statements” and “Risk Factors” for a discussion of factors that could cause future financial condition and results of operations to be different from those discussed below. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Separate analyses of results of operations for Tropicana Casinos and Resorts, CP Vicksburg and Aztar are included elsewhere in this prospectus.

JMBS Casino, an affiliate guarantor, is owned and controlled by trusts created for the benefit of Mr. William Yung’s children. The Jubilee Casino, a 240-foot riverboat located in Greenville, Mississippi, is owned and operated by JMBS Casino. The riverboat features a 28,500-square-foot casino housing 712 slot machines and 13 table games. A 512-space parking lot is located across the street from the entrance to the riverboat. JMBS Casino also owns and operates the Greenville Inn & Suites, a hotel located less than one mile from the Jubilee Casino, offering 39 suites and free shuttle service to and from the Jubilee Casino.

JMBS Casino is subject to the restrictive covenants contained in the indenture.

Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006

Revenues

Net operating revenue in the six months ended June 30, 2007 improved slightly as compared to net operating revenue reported for the six months ended June 30, 2006, rising $0.1 million to $14.5 million from $14.4 million. Period over period declines in gross casino and other revenue of $0.7 million were offset by a decline in promotional allowance expense of $0.8 million.

The period over period decline in casino revenue was caused by a 8.9% decrease in slot handle, which was partially offset by an increase in hold percentage of 0.3%.

Operating Expenses

Operating expenses increased by $0.2 million, or 2.2%, to $9.3 million in the six months ended June 30, 2007 from $9.1 million in the six months ended June 30, 2006. This increase was due primarily to an increase of $0.1 million in insurance expense resulting from higher premiums charged by JMBS Casino’s insurance carriers following the hurricanes of 2005, an increase in expenses associated with repairs and maintenance of $0.1 million, a loss on disposal of assets of $0.1 million and other operating costs of $0.2 million, which were partially offset by a decrease in depreciation expense of $0.3 million.

Income from Operations

As a result of the factors described above, income from operations increased $0.1 million, or 1.9%, to $5.2 million in the six months ended June 30, 2007 from $5.1 million in the six months ended June 30, 2006.

Interest Expense

All of JMBS Casino’s outstanding debt was repaid in December 2006. As a result, JMBS Casino did not incur any interest expense during the six months ended June 30, 2007, representing a decline in its interest expense of $0.2 million as compared to the six months ended June 30, 2006.

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Net Income

Net income improved by $0.2 million, or 3.9%, to $5.3 million in the six months ended June 30, 2007 from $5.1 million in the six months ended June 30, 2006. Net income was positively affected by the reduction in interest expense resulting from the repayment of all of JMBS Casino’s debt in December 2006 and lower period over period operating expenses, as discussed above.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Revenues

Net operating revenues decreased in the year ended December 31, 2006 by $0.2 million, or 0.7%, to $27.6 million from the $27.8 million of net operating revenue recorded in the year ended December 31, 2005 as a result of the net effect of a decrease in casino, hotel room and food and beverage sales, as partially offset by a small decrease in promotional allowances.

Casino revenues decreased by less than $0.1 million in 2006 as compared to the year ended December 31, 2005. A slight increase in table game revenue was offset by a decrease in slot revenue, which decrease was attributable to a decrease in slot play of 1.5%. Hotel room sales decreased by less than $0.1 million, or 17%, to $0.3 million in 2006 as compared to the year ended December 31, 2005. The decrease was the result of the combined effect of a 19% decrease in the hotel room occupancy percentage for the year ended December 31, 2006 as compared to the year ended December 31, 2005, and a 42% increase in the average hotel room rate in the year ended December 31, 2006 as compared to the year ended December 31, 2005. Food, beverage and other revenues decreased by $0.1 million, or 12%, to $0.9 million in the year ended December 31, 2006 as compared to $1.0 million in the year ended December 31, 2005. The decrease was mainly attributable to a decrease in lounge complimentaries awarded to patrons. Promotional allowances decreased in the year ended December 31, 2006 by less than $0.1 million to $4.2 million, as compared to $4.3 million in the year ended December 31, 2005, as a result of a decrease in complimentaries given to gaming patrons, which decrease was partially offset by an increase in slot promotion awards such as cash back awards and slot club giveaways.

Operating Expenses

Operating expenses were $19.1 million in the year ended December 31, 2006, an increase of $0.7 million from $18.4 million in the year ended December 31, 2005. Casino expenses increased in the year ended December 31, 2006 by $0.6 million, or 12%, to $5.7 million from $5.1 million during the year ended December 31, 2005. The increase was attributable to a $0.5 million increase in gaming equipment rental expense and an aggregate $0.1 million increase in various other expenses. Insurance expenses increased in the year ended December 31, 2006 by $0.2 million, or 60%, to $0.6 million from $0.4 million in the year ended December 31, 2005. The increase was attributable to an industry-wide increase in the cost of insurance coverage for riverboats as a result of damage caused to riverboats by hurricanes in 2005. Administrative and general expenses, which include the expenses of all administrative departments (such as accounting, purchasing, human resources and legal), decreased by $0.2 million, or 12%, to $1.7 million in the year ended December 31, 2006 from $1.9 million in the year ended December 31, 2005. This decrease was mainly the result of a decrease in legal and accounting fees. The remainder of the increase in operating expenses recorded during this period was caused by an increase of $0.1 million in utility costs.

Income from Operations

As a result of the factors described above, income from operations decreased $0.9 million, or 9%, to $8.5 million in the year ended December 31, 2006 from $9.4 million in the year ended December 31, 2005.

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Interest Expense

Interest expense decreased to $0.3 million in the year ended December 31, 2006 from $0.5 million in the year ended December 31, 2005 as a result of the repayment of $7.1 million of debt during the year ended December 31, 2006.

Income from Continuing Operations

Income from continuing operations for the year ended December 31, 2006 was $8.1 million, a decrease of $0.8 million from $8.9 million in the year ended December 31, 2005.

Net Income

Net income decreased $0.3 million during the year ended December 31, 2006 to $8.1 million from $8.4 million in the year ended December 31, 2005. The loss from discontinued operations decreased from $0.4 million in the year ended December 31, 2005 to less than $0.1 million in the year ended December 31, 2006. The carrying value of the Key West Inn was reduced to its expected sale price during 2006. See “— Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 — Loss from Discontinued Operations.”

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Revenues

Net operating revenues decreased in 2005 by $3.1 million, or 10%, to $27.8 million from $30.9 million in 2004. Casino revenues decreased in 2005 by $4.0 million, or 12%, to $30.6 million from $34.6 million in 2004. The decrease was due to a decline in both slot revenue and table game revenues. Slot revenues decreased in 2005 by $3.8 million, or 12%, to $28.1 million from $31.9 million in 2004. The decrease in slot revenue was attributable to a 10.1% reduction in slot handle as compared with slot handle in 2004. Table game revenues decreased in 2005 by $0.2 million to $2.5 million in 2005 from $2.7 million in 2004. The decrease in 2005 in table game revenue was attributable to the combined effect of a decrease of 5% in table games hold percentage and an increase of 15.8% in table games drop from craps play as compared to the previous year. Hotel room sales decreased by $0.1 million, while food, beverage and other revenues decreased by $0.5 million, or 33.3%, to $1.0 million in 2005 from $1.5 million in 2004. The decrease was mainly attributable to a decrease in lounge sales. Promotional allowances decreased in 2005 by $1.5 million to $4.3 million from $5.8 million in 2004 as a result of decreased slot handle and efforts to better control costs.

Operating Expenses

Operating expenses decreased in 2005 by $1.1 million, or 5.6%, to $18.4 million from $19.5 million in 2004. Casino expenses decreased in 2005 by $0.3 million, or 5.5%, to $5.1 million from $5.4 million in 2004. The decrease in casino expenses was mainly attributable to a $0.5 million decrease in salaries, wages and benefits due to a reduction in staffing levels, which was partially offset by an increase of $0.2 million in the cost of leasing slot machines. Food and beverage expenses decreased in 2005 by $0.1 million, or 20%, to $0.5 million from $0.6 million in 2004. The decrease was related to the decrease in lounge sales in 2005 as compared to 2004, as described above. Marketing, advertising and casino promotions decreased by $0.8 million, or 47%, to $0.9 million from $1.7 million in 2004. The decrease was attributable to a combination of efforts by management to better control advertising and promotional costs and a reduction in overall gaming activity in the Greenville market. Gaming taxes and licenses decreased by $0.4 million, or 11%, to $3.8 million from $4.2 million in 2004. This decrease was related to the reduction in 2005 of casino revenues. Administrative and general expenses increased by $0.3 million, or 23%, to $1.9 million in 2005 from $1.6 million in 2004. This increase was produced by increases in administrative salaries, management fees and outside services.

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Depreciation and amortization expense increased by $0.2 million, or 7.4%, to $2.9 million in 2005 from $2.7 million in 2004. The introduction of $1.1 million in property and equipment in 2004 caused this increase.

Income from Operations

As a result of the factors described above, income from operations decreased by $2.0 million, or 18%, to $9.4 million in 2005 from $11.4 million in 2004.

Income from Continuing Operations

Income from continuing operations for 2005 was $8.9 million, a decrease of $2.0 million from $10.9 million in 2004. Interest expense was down slightly in 2005 as compared to 2004.

Loss from Discontinued Operations

Loss from discontinued operations of $0.4 million in 2005 and $0.6 million in 2004 represents the operations and impairment loss resulting from the closing on May 1, 2004 of the Key West Inn. The loss in 2004 included a writedown of the hotel to its estimated fair value as of December 31, 2004 and a loss from operations during the four months prior to its May 1, 2004 closing. The $0.4 million loss from discontinued operations in 2005 was attributable to an additional impairment loss resulting from an additional writedown of the hotel to its estimated fair value as of December 31, 2005.

Liquidity and Capital Resources

Historically, JMBS Casino’s cash flows generated by operations have generally been used to fund reinvestment in its existing operations and to return capital through dividends. JMBS Casino has supplemented the cash flows generated by its operations with liquidity provided by financing activities, particularly the incurrence of bank debt and capital contributions.

JMBS Casino’s cash flow from operating activities in 2006 was $11.3 million which, along with a decrease in cash on hand at the beginning of the year of $1.4 million, was used primarily to fund net distributions to its members of $5.4 million and repayments of debt of $7.1 million. Specifically, on December 7, 2006, with cash on hand and the proceeds of equity contributions made by affiliates of Mr. William Yung, JMBS Casino retired all of its outstanding bank debt. Accordingly, at December 31, 2006, JMBS Casino had no material debt outstanding, although on January 3, 2007 it agreed to guarantee the notes and the senior secured credit facility, which comprised approximately $2,260.2 million in aggregate principal amount of indebtedness as of September 30, 2007.

JMBS Casino’s cash flow from operating activities for the six months ended June 30, 2007 was $5.7 million, which was used to fund capital expenditures of approximately $0.6 million, a permitted tax distribution to its member of $1.1 million in June 2007 and to lend $4.0 million to Tropicana Entertainment in June 2007 to help fund principal and interest payments under the senior secured credit facility and interest payments under the notes. This loan, which is expressly subordinated in right of payment to the senior secured credit facility and the notes, accrues interest at the rate of 12.0% per annum and matures on January 1, 2015. No interest payments are required to be made under the loan until its maturity.

JMBS Casino currently plans to spend approximately $4.0 million during 2007 to upgrade its slot machines and to make other improvements to its facilities, which capital expenditures are expected to be funded with cash flow from operations and other available cash balances.

As an affiliate guarantor under the notes and a guarantor of the senior secured credit facility, JMBS Casino has been, and may continue to be, required to dedicate a substantial portion of its cash flow from operations to payments in respect of indebtedness. In addition, the indenture and the credit documentation governing the senior secured credit facility contain restrictive covenants imposing significant operating and financial restrictions on JMBS Casino’s ability to incur or guarantee additional debt, pay dividends, create or incur liens, make loans or investments and engage in extraordinary transactions or transactions with

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affiliates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts— Liquidity and Capital Resources.”

Although the indenture and the credit documentation governing the senior secured credit facility limit the ability of JMBS Casino to make distributions, JMBS Casino is permitted to make distributions to its owners to allow them to pay income taxes on their allocated income from JMBS Casino’s operations. JMBS Casino intends to make these permitted tax distributions to its owners in the future to the extent permitted under the indenture and the credit documentation governing the senior secured credit facility.

Contractual Obligations

JMBS Casino has various contractual obligations which it records as liabilities in its financial statements. JMBS Casino also enters into other purchase commitments or contracts that are not recognized as liabilities until services are performed or goods are received. Additionally, JMBS Casino enters into contracts for the provision of goods and services in the ordinary course of business, such as with respect to food, inventory and entertainment. Such liabilities are recorded as liabilities when so incurred.

The following table summarizes JMBS Casino’s future material contractual obligations, in thousands, at December 31, 2006:

	Payments Due by Period
	Less than		1-3		3-5		More than
Contractual Obligations	1 Year		Years		Years		5 Years		Total
JMBS Casino LLC:
Operating leases	$	862	$	1,134	$	310	$	17	$	2,323

In addition, JMBS Casino is a guarantor of all indebtedness incurred by Tropicana Entertainment pursuant to the Acquisition Financing Transactions other than the Las Vegas secured loan. See “Prospectus Summary — the Acquisition Financing Transactions” and “Business — the Acquisition Financing Transactions.”

JMBS Casino’s ability to service its contractual obligations and commitments depends on its future performance, which will be affected by, among other things, prevailing economic conditions and financial, business and other factors, certain of which are beyond its control.

Critical Accounting Policies

JMBS Casino’s discussion and analysis of its financial position and results of operations are based upon its financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. The estimates and assumptions made by management in connection with the preparation of financial statements for JMBS Casino are similar to the estimates and assumptions made by management in connection with its preparation of financial statements for Tropicana Entertainment and Tropicana Casinos and Resorts. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts — Critical Accounting Policies” for a brief description of several of these estimates and assumptions.

Off-Balance Sheet Arrangements

JMBS Casino does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on its financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. JMBS Casino does not presently maintain any investments in derivative securities.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA — AZTAR

The following table sets forth selected historical consolidated financial data of Aztar. Immediately following the closing of the Aztar Acquisition, Tropicana Entertainment distributed the membership interests in Aztar Missouri Riverboat Gaming Company, which holds the Casino Aztar Caruthersville, to Tropicana Casinos and Resorts. Tropicana Casinos and Resorts operated the Casino Aztar Caruthersville property under the supervision of the Missouri Gaming Commission until it completed the sale of Aztar Missouri Riverboat Gaming Company to Isle of Capri on June 10, 2007. See “Prospectus Summary — Recent Developments — Sale of Aztar Missouri Riverboat Gaming Company.” The historical consolidated financial data for Aztar set forth in the table below reflect Casino Aztar Caruthersville as a discontinued operation.

The selected historical financial data of Aztar for the 2002 and 2003 fiscal years have been derived from the unaudited (after restatement for discontinued operations) and audited consolidated financial statements, respectively, of Aztar not included elsewhere in this prospectus. The selected historical consolidated financial data of Aztar for the 2004, 2005 and 2006 fiscal years have been derived from the audited consolidated financial statements of Aztar included elsewhere in this prospectus.

The historical results below do not represent the results of the restricted group under the indenture. The historical results set forth below do not necessarily indicate results expected for any future period, and the results of any future period do not necessarily indicate results that may be expected for any other period or the full fiscal year. The following historical consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Aztar” and the consolidated financial statements of Aztar included elsewhere in this prospectus.

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	Year Ended
	January 2,			January 1,			December 30,			December 31,			December 31,
	2003			2004			2004			2005(1)			2006
Income Statement Data:
Revenues
Casino	$	641,948		$	595,170		$	587,114		$	673,342		$	673,929
Rooms		73,702			76,218			85,713			104,051			107,289
Food and beverage		55,670			55,458			54,677			59,438			58,773
Other casino and hotel		38,720			39,323			39,310			50,833			54,345
Total operating revenues		810,040			766,169			766,814			887,664			894,336
Costs and Expenses
Casino		272,466			249,404			246,445			268,346			265,823
Rooms		38,336			39,349			42,602			47,495			48,258
Food and beverage		53,085			53,328			53,729			56,886			57,313
Other casino and hotel		114,241			107,841			112,537			125,133			133,831
Selling, general and administrative		149,443			144,006			155,926			180,880			170,363
Construction accident related, net of recoveries		—			512			(8,261	)		3,405			(6,809	)
Depreciation and amortization		47,699			48,151			52,213			64,381			70,027
Preopening costs		—			—			2,893			—			—
Tropicana Las Vegas capitalized development cost write-off		—			—			—			—			26,021
Merger related costs		—			—			—			—			92,972
Total operating expenses		675,270			642,591			658,084			746,526			857,799
Operating income		134,770			123,578			108,730			141,138			36,537
Interest expense, net		(40,189	)		(35,639	)		(36,205	)		(54,976	)		(54,086	)
Other income (expense)		(458	)		—			3,907			6,001			2,640
Loss on early extinguishment of debt		—			—			(10,372	)		—			—
Income (loss) from continuing operations before income taxes		94,123			87,939			66,060			92,163			(14,909	)
Income taxes		(36,585	)		(28,241	)		(38,973	)		(38,598	)		(29,247	)
Income (loss) from continuing operations		57,538			59,698			27,087			53,565			(44,156	)
Discontinued operations, casinos to be transferred, net of tax		1,321			1,232			1,388			2,395			4,351
Net Income (loss)	$	58,859		$	60,930		$	28,475		$	55,960		$	(39,805	)
Balance Sheet Data (as of period end):
Cash and cash equivalents	$	51,650		$	69,003		$	51,353		$	86,361		$	121,416
Total assets		1,173,343			1,347,773			1,511,640			1,555,334			1,573,252
Total debt (excluding related party)		529,081			645,566			732,545			722,969			702,711
Stockholders’ equity		515,354			534,574			566,291			636,530			621,974

(1) Aztar switched to a calendar year in 2005.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS — AZTAR

The following management’s discussion and analysis should be read in conjunction with “Selected Historical Consolidated Financial Data — Aztar” and the consolidated financial statements of Aztar included elsewhere in this prospectus. See “Forward Looking Statements” and “Risk Factors” for a discussion of factors that could cause future financial condition and results of operations to be different from those discussed below. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Separate analyses of results of operations for Tropicana Casinos and Resorts, CP Vicksburg and JMBS Casino are included elsewhere in this prospectus.

Overview

Prior to the consummation of the Aztar Acquisition, Aztar had been a publicly traded, multi-jurisdictional operator of gaming properties. It owned and operated the Tropicana Atlantic City, Tropicana Las Vegas, Tropicana Express, Casino Aztar Evansville and Casino Aztar Caruthersville. As part of our campaign to expand our national footprint and diversify our gaming operations, on January 3, 2007, affiliates of Tropicana Entertainment acquired all of the outstanding equity interests in Aztar for approximately $2.1 billion in cash. In the corporate reorganization completed substantially concurrently with the acquisition, Aztar became a wholly-owned subsidiary of Tropicana Entertainment. For more information concerning the Aztar Acquisition, see “Prospectus Summary— The Aztar Acquisition” and “Business — The Aztar Acquisition.”

On December 12, 2006, Tropicana Casinos and Resorts acquired Tropicana Pennsylvania. Accordingly, Tropicana Pennsylvania is not a subsidiary of Aztar or Tropicana Entertainment and is not a guarantor of the outstanding notes, nor will it be a guarantor of the exchange notes. In addition, LV Rec, Inc. and LV Red, LLC, subsidiaries of Aztar involved in the erstwhile effort to develop a gaming property in Pennsylvania’s Lehigh Valley at a site in Allentown, but that do not hold any material assets, were distributed to Tropicana Casinos and Resorts immediately following the Aztar Acquisition. Neither LV Rec, Inc. nor LV Red, LLC is a subsidiary of Aztar or Tropicana Entertainment and neither of these entities is subject to the restrictive covenants contained in the indenture. On December 21, 2006, the Pennsylvania Gaming Control Board awarded the right to develop a gaming property in Lehigh Valley to Sands, which had competed with Tropicana Casinos and Resorts for the gaming license. Sands will develop a site in Bethlehem, Pennsylvania. Tropicana Casinos and Resorts is currently contemplating a sale of the real property held by the Tropicana Pennsylvania entities in Allentown, Pennsylvania to a third party which would make use of such real property for non-gaming purposes.

In addition, on November 3, 2006, Aztar Missouri Riverboat Gaming Company and Aztar entered into an agreement with the Missouri Gaming Commission to enable Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent, to operate the Casino Aztar Caruthersville on an interim basis under the supervision of the Missouri Gaming Commission. The agreement required Tropicana Casinos and Resorts to either sell the Casino Aztar Caruthersville within nine months of the date of its execution or discontinue the casino’s operations at that time. In accordance with the agreement, Tropicana Casinos and Resorts divested the Casino Aztar Caruthersville to Isle of Capri on June 10, 2007. All proceeds from the disposition of the Casino Aztar Caruthersville were retained by Tropicana Casinos and Resorts and we are not entitled to any of these proceeds. As a result of the foregoing, neither the Tropicana Pennsylvania entities nor Casino Aztar Caruthersville are subject to the restrictive covenants contained in the indenture.

The indirect subsidiaries of Tropicana Entertainment, and its subsidiary Aztar, that hold the assets and operations relating to the Tropicana Las Vegas have been designated “unrestricted subsidiaries” under the indenture and, accordingly, are not subject to the restrictive covenants contained in the indenture. Notwithstanding the foregoing, the historical results of operations with respect to Aztar reported below are

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presented on a consolidated basis and have not been adjusted to give effect to the matters described in the preceding paragraphs.

In addition, the accounting policies of Tropicana Entertainment differ from the historical accounting policies of Aztar. The following accounting polices and classifications used by Aztar were changed as of the date of the Aztar Acquisition, January 3, 2007, to reflect Tropicana Entertainment’s accounting policies and classifications: (i) Operating revenues are presented gross of promotional allowances and complimentaries offered to customers, while Aztar presented operating revenues net of these items. These promotional allowances and complimentaries are then deducted from gross operating revenue to derive net operating revenues. (ii) The cost of providing complimentary rooms, food and beverage to customers is presented as an expense of the department providing the service, while Aztar presented these costs as expenses of the department that granted the complimentary to the guest, which was primarily the casino department. (iii) Gaming taxes and licensing fees are presented as a separate caption in the statement of operations, while Aztar presented these costs as part of the casino department. (iv) Provision for doubtful accounts expense is included as a casino department expense, while Aztar presented provision for doubtful accounts as a separate operating expense caption. (v) Depreciation and amortization expense after the Aztar Acquisition will reflect useful lives which may differ from those used by Aztar prior to the Aztar Acquisition. Tropicana Entertainment may, in the ordinary course, effect additional changes to such accounting policies on a going-forward basis as it deems necessary to present its results in a manner consistent with the manner in which Tropicana Entertainment presents its results. See footnote (2) to the unaudited pro forma consolidated income statement included elsewhere in this prospectus for additional details information regarding the reclassifications we have made.

Impact of Recent Events

Merger Agreement

On May 19, 2006, Aztar entered into the Aztar Merger Agreement with Columbia Sussex, Tropicana Casinos and Resorts and WT-Columbia Development, Inc., a wholly-owned subsidiary of Tropicana Casinos and Resorts. Prior to signing the Aztar Merger Agreement, Aztar terminated a merger agreement it had previously entered into with Pinnacle and paid Pinnacle a termination fee of $52.2 million and termination expenses of $25.8 million. The payment was not deductible for tax purposes. The termination fee and termination expenses paid to Pinnacle were classified as merger-related expenses in Aztar’s consolidated statement of operations for the year ended December 31, 2006.

As described under “Prospectus Summary — The Aztar Acquisition” and “Business — The Aztar Acquisition,” pursuant to the Aztar Merger Agreement, Aztar agreed to use commercially reasonable efforts to sell or close its Missouri property, Casino Aztar Caruthersville. As a result of Aztar’s commitment to sell Casino Aztar Caruthersville, its consolidated financial statements for all prior periods have been reclassified to reflect the results of operations of Casino Aztar Caruthersville as discontinued. The assets and liabilities of Casino Aztar Caruthersville are classified as assets held for sale and liabilities related to assets held for sale, respectively, in Aztar’s consolidated balance sheets as of December 31, 2006 and 2005. On June 10, 2007, Tropicana Casinos and Resorts divested the Casino Aztar Caruthersville to Isle of Capri.

In connection with the Aztar Merger Agreement, Columbia Sussex made a deposit on behalf of Tropicana Casinos and Resorts into a custodial account in the amount of $313.0 million, which amount was payable to Aztar in certain circumstances (including failure to obtain regulatory approvals) in the event that the Aztar Merger Agreement was terminated. Of the deposit, $78.0 million was paid to Aztar as reimbursement of the termination fees and expenses paid to Pinnacle. Since this reimbursement was considered to be a deposit toward the Aztar Acquisition for accounting purposes, Aztar classified it as a current liability in its consolidated balance sheet in 2006. As the Aztar Acquisition was consummated, the $78.0 million reimbursement in respect of the termination fees was retained by Aztar.

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Tropicana Las Vegas Capitalized Development Costs Write-Off

During the 2006 first quarter, Aztar concluded that it was not probable that it would implement its plans for the redevelopment of the Tropicana Las Vegas. As a result, Aztar wrote off $26.0 million of capitalized development costs.

Results of Operations

The following table sets forth, in millions, Aztar’s segment information for casino revenue, total revenues and Segment Adjusted EBITDA. Aztar’s chief operating decision maker used only Segment Adjusted EBITDA in assessing segment performance and deciding how to allocate resources. During 2005, Aztar changed from a 52/53 week fiscal year (ending on the Thursday nearest December 31) to a calendar year ending December 31.

	Year Ended December 31,
	2004			2005			2006
	(52 weeks)
Casino revenue
Tropicana Atlantic City	$	334.2		$	410.9		$	413.0
Tropicana Las Vegas		67.8			66.1			63.8
Tropicana Express Laughlin		68.1			72.7			73.0
Casino Aztar Evansville		117.0			123.6			124.1
Total consolidated	$	587.1		$	673.3		$	673.9
Total revenues
Tropicana Atlantic City	$	384.6		$	490.1		$	496.2
Tropicana Las Vegas		162.0			163.8			162.9
Tropicana Express Laughlin		91.0			97.1			97.6
Casino Aztar Evansville		129.2			136.6			137.6
Total consolidated	$	766.8		$	887.6		$	894.3
Segment Adjusted EBITDA(a)
Tropicana Atlantic City	$	81.8		$	118.7		$	144.4
Tropicana Las Vegas		36.2			39.0			37.7
Tropicana Express Laughlin		23.0			27.3			26.5
Casino Aztar Evansville		37.4			41.3			37.5
Corporate		(17.5	)		(20.8	)		(139.6	)
Depreciation and amortization		(52.2	)		(64.4	)		(70.0	)
Operating income		108.7			141.1			36.5
Other income		3.9			6.0			2.6
Interest income		0.8			1.4			1.9
Interest expense		(37.0	)		(56.3	)		(55.9	)
Loss on early retirement of debt		(10.3	)		—			—
Income taxes		(39.0	)		(38.6	)		(29.2	)
Income(loss) from continuing operations		27.1			53.6			(44.1	)
Discontinued operations, net of income taxes		1.4			2.4			4.3
Net income(loss)	$	28.5		$	56.0		$	(39.8	)

(a) Segment Adjusted EBITDA is net income(loss) before discontinued operations, income taxes, loss on early retirement of debt, interest expense, interest income, other income, depreciation and amortization

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and corporate. Segment Adjusted EBITDA should not be construed as a substitute for either operating income or net income(loss) as they are determined in accordance with GAAP. Segment Adjusted EBITDA, which is computed in accordance with SFAS No. 131, does not represent a non-GAAP financial measure as it is presented in the above summary. The use of Segment Adjusted EBITDA for any other purpose would constitute a non-GAAP financial measure. Aztar uses Segment Adjusted EBITDA as a measure to compare operating results among Aztar’s properties and between accounting periods. Aztar manages cash and finances its operations at the corporate level. Aztar manages the allocation of capital among properties at the corporate level. Aztar also files a consolidated income tax return. Accordingly, Aztar believes Segment Adjusted EBITDA is useful as a measure of operating results at the property level because it reflects the results of operating decisions at that level separated from the effects of tax and financing decisions that are managed at the corporate level. Aztar also believes that Segment Adjusted EBITDA is a commonly used measure of operating performance in the gaming industry and is an important basis for the valuation of gaming companies. Aztar’s calculation of Segment Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and, therefore, any such differences must be considered when comparing performance among different companies. While Aztar believes Segment Adjusted EBITDA provides a useful perspective for some purposes, Segment Adjusted EBITDA has material limitations as an analytical tool. For example, among other things, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Segment Adjusted EBITDA does not reflect the requirements for such replacements. Corporate, other income, interest expense, net of interest income, loss on early retirement of debt, income taxes, and discontinued operations are also not reflected in Segment Adjusted EBITDA. Therefore, Aztar does not consider Segment Adjusted EBITDA in isolation, and it should not be considered as a substitute for measures determined in accordance with GAAP. A reconciliation of Segment Adjusted EBITDA with operating income and net income(loss) as determined in accordance with GAAP is reflected in the above summary.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

As previously noted, during 2005, Aztar changed from a 52/53 week fiscal year (ending on the Thursday nearest December 31) to a calendar year ending December 31. The period ended December 31, 2006 reflects Aztar’s results of operations for a 365-day period beginning January 1, 2006. The period ended December 31, 2005 reflects Aztar’s results of operations for a 366-day period beginning December 31, 2004.

Consolidated casino revenue was $673.9 million in 2006, up slightly from $673.3 million in 2005. The increase consisted of increases in casino revenue at Tropicana Atlantic City, Casino Aztar Evansville and Tropicana Express of $2.1 million, $0.5 million and $0.3 million, respectively, offset by a decrease in casino revenue at Tropicana Las Vegas of $2.3 million. The increase at Tropicana Atlantic City was due to an increase in slot revenue offset by a decrease in games revenue. The increase in slot revenue was attributable to an increase in the volume of slot play, which was driven in part by an increase in coin giveaways. The decrease in games revenue resulted from decreases in both the volume of table games play and the table games hold percentage. The increases at Casino Aztar Evansville and Tropicana Express were due primarily to increases in the slot win percentage. The decrease at Tropicana Las Vegas resulted from a decrease in the volume of slot play.

Consolidated rooms revenue was $107.3 million in 2006, up 3% from $104.1 million in 2005. The increase was due to a $3.4 million increase at Tropicana Atlantic City. The increase at Tropicana Atlantic City was due to both an increase in the number of rooms occupied on a non-complimentary basis and an increase in the average daily rate. Consolidated rooms costs were $48.3 million in 2006, up slightly from $47.5 million in 2005.

Consolidated other revenue was $54.3 million in 2006, up $3.5 million or 7% from $50.8 million in 2005. The increase was due primarily to a $3.2 million increase at Tropicana Las Vegas. The increase at Tropicana Las Vegas was due primarily to increases in entertainment and exhibition revenues. The increase in entertainment revenue was due to higher ticket sales for Tropicana Las Vegas’ “XTreme Magic” and “Folies Bergere” production shows, which were driven by two-for-one ticket offerings. For these shows,

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Tropicana Las Vegas receives all ticket proceeds in exchange for a monthly production or royalty fee. The increase in exhibition revenue was primarily attributable to “Bodies: The Exhibition”, which opened in June 2006. For most exhibits, Tropicana Las Vegas receives a percentage of the exhibits’ revenues, net of expenses.

Consolidated marketing expense decreased $9.0 million or 10% during 2006 from $91.0 million during 2005. Of this decrease, $6.9 million was attributable to Tropicana Atlantic City, which incurred higher advertising and other marketing costs in the first and second quarters of 2005 because of efforts to promote the Tropicana Atlantic City expansion project, which opened on a limited basis in late November 2004 and was substantially completed by December 2004. Other factors contributing to the decrease at Tropicana Atlantic City include a reduction in payroll costs and the impact of costs associated with New Year’s Eve special event functions, which due to the change in Aztar’s fiscal year described above, were incurred in 2005 but not in 2006.

Consolidated property taxes and insurance expenses increased $5.1 million or 15% during 2006 from $33.0 million during 2005. The increase consisted primarily of a $2.9 million increase at Tropicana Atlantic City combined with smaller increases at each of Aztar’s operating properties. The increase at Tropicana Atlantic City was attributable to an increase in property insurance premiums combined with an increase in property taxes. The increases at Aztar’s other properties were driven primarily by increases in property insurance premiums.

Consolidated rent expense was $11.6 million in 2006, up $3.7 million from $7.9 million in 2005. The increase was due to Casino Aztar Evansville, which incurred higher rent expense in 2006 versus 2005 as a result of the following: (1) higher rent expense for Aztar’s riverboat-landing lease and (2) new gaming equipment leases that Aztar executed during 2006. The higher rent expense attributable to Aztar’s riverboat-landing lease was due to additional rent credits that Aztar received during 2005, which Aztar was unable to utilize in prior periods. Under the terms of Aztar’s riverboat-landing lease agreement, the City of Evansville provides Aztar with $1 of credit for each $2.50 of development capital expenditures that Aztar makes with certain limitations.

Construction accident related expense was $5.4 million in 2006, up $1.1 million from $4.3 million in 2005. The costs and expenses in 2006 and 2005 consisted of professional fees incurred as a result of the October 30, 2003 construction accident.

Construction accident insurance recoveries were $12.2 million in 2006 as compared with $0.9 million in 2005. The recoveries in 2006 and 2005 consisted of recoveries due to the delay in the opening of the Tropicana Atlantic City expansion project. The recoveries represent a portion of the anticipated profit that Aztar would have recognized had the expansion opened as originally projected as well as some reimbursement for costs incurred as a result of the delay. These types of insurance recoveries are recorded when they are agreed to by Aztar’s insurers.

Merger related expenses were $93.0 million in 2006. Merger related expenses include costs incurred to terminate Aztar’s merger agreement with Pinnacle and to a lesser extent, professional fees incurred in connection with merger activities. During the 2006 second quarter, Aztar terminated its merger agreement with Pinnacle and as a result paid Pinnacle $78 million consisting of a termination fee of $52.16 million and termination expense reimbursement of $25.84 million. No income tax benefit was recognized for the majority of these merger related costs since they are not deductible for tax purposes.

Consolidated depreciation and amortization expense increased $5.6 million, up 9% from $64.4 million in 2005. Approximately $5.1 million of the increase was attributable to Tropicana Atlantic City. The increase at Tropicana Atlantic City was due to a reduction in the useful lives of certain assets that are being renovated and to new gaming equipment and building improvements that were placed into service during 2006. The reduction in the useful lives of certain assets, which accounted for approximately $2.9 million of the increase in depreciation expense at Tropicana Atlantic City, resulted from a decision to renovate portions of Tropicana’s north and south tower hotel rooms as well as several food and beverage venues. New

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assets placed into service accounted for approximately $2.2 million of the increase in depreciation expense at Tropicana Atlantic City.

Tropicana Las Vegas capitalized development costs write-off was $26.0 million in 2006. In the 2006 first quarter, Aztar determined that the carrying amount of the deferred costs associated with Aztar’s potential redevelopment of the Tropicana Las Vegas was not recoverable because the likelihood of proceeding with a redevelopment was assessed as less than probable.

Tropicana Atlantic City

Casino revenue was $413.0 million in 2006, up $2.1 million from $410.9 million in 2005. The increase was due to a $17.4 million increase in slot revenue offset by a $15.3 million decrease in games revenue. The increase in slot revenue was attributable to an increase in the volume of slot play, which was driven in part by an increase in coin giveaways. The decrease in games revenue resulted from decreases in both the volume of table games play and the table games hold percentage. Despite the increase in casino revenue, casino costs decreased $2.7 million or 2% in 2006 from $159.9 million in 2005. The decrease was due to a decrease in payroll costs, which was driven by a reduction in workforce.

Rooms revenue was $41.0 million in 2006 compared with $37.6 million in 2005. The increase was attributable to an increase in the number of rooms occupied on a non-complimentary basis and an increase in the average daily rate. The total number of rooms occupied on a non-complimentary basis increased 6% and the average daily rate increased 3% during 2006 versus 2005. Rooms costs decreased $0.3 million in 2006, down slightly from $18.6 million in 2005.

Marketing expenses decreased $6.9 million or 10% during 2006 from $67.2 million during 2005. Tropicana Atlantic City incurred higher advertising and other marketing costs in 2005 because of efforts to promote the Tropicana Atlantic City expansion project, which opened on a limited basis in late November 2005 and was substantially completed by December 2004. Other factors contributing to the decrease include a reduction in payroll costs and the impact of costs associated with New Year’s Eve special event functions, which due to the change in Aztar’s fiscal year described above, were incurred in 2005 but not in 2006.

General and administrative expense decreased $2.0 million in 2006 or 6% from $32.1 million in 2005. The decrease was due to a combination of factors including decreases in the provision for loss on Casino Reinvestment Development Authority, which we refer to as the CRDA, investments, litigation costs and asset disposal losses.

Utilities expense was $15.5 million in 2006, down $1.4 million or 8% from 2005. The decrease was due primarily to a reduction in electricity costs, which resulted from efficiency gains brought on by upgrades to the lighting and air conditioning systems.

Property taxes and insurance expense increased $2.9 million in 2006, up 11% from $26.3 million in 2005. The increase was due primarily to an increase in property insurance premiums and to a lesser extent an increase in property tax rates.

Construction accident related expense was $5.4 million in 2006, up $1.1 million from $4.3 million in 2005. The costs and expenses in 2006 and 2005 consisted of professional fees incurred as a result of the October 30, 2003 construction accident.

Construction accident insurance recoveries were $12.2 million in 2006 as compared with $0.9 million in 2005. The recoveries in 2006 and 2005 consisted of recoveries due to the delay in the opening of the Tropicana Atlantic City expansion project. The recoveries represent a portion of the anticipated profit that Aztar would have recognized had the expansion opened as originally projected as well as some reimbursement for costs incurred as a result of the delay. These types of insurance recoveries are recorded when they are agreed to by Aztar’s insurers.

Depreciation and amortization expense was $49.6 million in 2006, up $5.1 million or 11% from $44.5 million in 2005. The increase was due to a reduction in the useful lives of certain assets that are being renovated and to new gaming equipment and building improvements that were placed into service during

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2006. The reduction in the useful lives of certain assets, which accounted for approximately $2.9 million of the increase, resulted from a decision to renovate portions of the north and south tower hotel rooms as well as several food and beverage venues. New assets placed into service during 2006 accounted for approximately $2.2 million of the increase in depreciation expense.

Tropicana Las Vegas

Casino revenue was $63.8 million in 2006, down $2.3 million from $66.1 million in 2005. The decrease was attributable to a $2.7 million decrease in slot revenue offset slightly by a $0.3 million increase in games revenue. The decrease in slot revenue was due to a decrease in the volume of slot play. Casino costs decreased $0.8 million or 2% from $36.4 million in 2005, primarily as a result of the decrease in casino revenue.

Rooms revenue decreased $0.7 million, down slightly from $53.7 million in 2005. The decrease was primarily attributable to small decreases in both the average daily rate and the number of rooms occupied on a non-complimentary basis. Despite the decrease in rooms revenue, rooms expense increased $0.7 million in 2006, up 3% from $20.7 million in 2005.

Other revenue increased $3.2 million in 2006, up 14% from $22.2 million in 2005. The increase was primarily due to increases in entertainment and exhibition revenues. The increase in entertainment revenue was due to higher ticket sales for Tropicana Las Vegas’ “XTreme Magic” and “Folies Bergere” production shows, which were driven by two-for-one ticket offerings. For these shows, Tropicana receives all ticket proceeds in exchange for a monthly production or royalty fee. The increase in exhibition revenue was primarily attributable to “Bodies: The Exhibition”, which opened in June 2006. For most exhibits, Tropicana Las Vegas receives a percentage of the exhibits’ revenues, net of expenses.

Casino Aztar Evansville

Rent expense was $7.4 million, up 110% from $3.5 million in 2005. The increase in rent expense was due to the following: (1) higher rent expense for Aztar’s riverboat-landing lease, which accounted for approximately $3.5 million of the increase and (2) new gaming equipment leases that Aztar executed during 2006, which accounted for approximately $0.4 million of the increase. The higher rent expense attributable to Aztar’s riverboat-landing lease was due to additional rent credits that Aztar received during 2005, which Aztar was unable to utilize in prior periods. Under the terms of Aztar’s riverboat-landing lease agreement, the City of Evansville provides it with $1 of credit for each $2.50 of development capital expenditures that Aztar makes with certain limitations. In July 2005, Aztar exercised the first of three five-year renewal options under its riverboat-landing lease agreement to extend the lease through November 30, 2010. Aztar also modified the lease to add four additional five-year renewal options, which gives it the ability to continue the lease through November 30, 2040. In consideration for the modification, Aztar made a $15 million prepayment of the rent payable to the City of Evansville in December 2005. The prepayment is being amortized to rent expense on a straight-line basis over the initial renewal term of five years.

Corporate

Corporate general and administrative expenses decreased $1.2 million, down 6% from $20.3 million in 2005. During the 2005 first quarter, Aztar made a lump sum cash payment of $8.2 million to a defined benefit plan participant in exchange for the participant’s right to receive specified pension benefits. The distribution resulted in a settlement loss of $2.9 million in the 2005 first quarter. During the 2005 second quarter, Aztar recognized employee termination expenses of $1.5 million consisting of a severance payment and costs recognized upon the acceleration of the vesting provisions of certain of the individual’s stock options. The impact of these 2005 non-recurring expenses was partially offset by $3.7 million of stock-based compensation that was recognized as a component of general and administrative expenses during 2006 due to the adoption of a new accounting pronouncement, which became effective for Aztar on January 1, 2006.

Merger related expenses were $93.0 million in 2006. Merger related expenses include costs incurred to terminate Aztar’s merger agreement with Pinnacle and to a lesser extent, professional fees incurred in

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connection with merger activities. During the 2006 second quarter, Aztar terminated its merger agreement with Pinnacle and as a result paid Pinnacle $78 million consisting of a termination fee of $52.16 million and termination expense reimbursement of $25.84 million. No income tax benefit was recognized for the majority of these merger related costs since they are not deductible for tax purposes.

Tropicana Las Vegas capitalized development costs write-off was $26.0 million in 2006. In the first quarter of 2006, Aztar determined that the carrying amount of the deferred costs associated with its potential redevelopment of the Tropicana Las Vegas was not recoverable because the likelihood of proceeding with a redevelopment was assessed as less than probable.

Other Income

Other income was $2.6 million in 2006, down $3.4 million from $6.0 million in 2005. Other income consists of insurance recovery associated with the rebuilding of the expansion at the Tropicana Atlantic City, net of direct costs to obtain the recovery.

Income Taxes

Consolidated income taxes from continuing operations were $29.2 million in 2006 compared with $38.6 million in 2005. Aztar recognized a provision for income taxes in 2006 despite incurring a loss from continuing operations before income taxes as a result of the merger related costs, which for the most part are not deductible for tax purposes. The tax effect of the non-deductible merger-related costs was offset slightly by $3.4 million of non-recurring income tax benefits that were recognized during the 2006 first quarter. During the 2006 first quarter, Aztar reached a favorable settlement with the Internal Revenue Service on the only remaining issue in dispute for the examinations of Aztar’s federal income tax returns for the years 1994 through 2003. The issue involved the deductibility of a portion of payments on certain liabilities related to the restructuring of Ramada, Inc. As a result of the settlement, Aztar recognized an income tax benefit of $1.4 million. Also in the 2006 first quarter, Aztar’s application for tax credits available from New Jersey was approved. As a result of the approval, Aztar recognized, net of a federal income tax effect, a non-recurring income tax benefit of $2.0 million.

Discontinued Operations

The results of operations for Casino Aztar Caruthersville are reported as discontinued operations net of income taxes, reflecting Aztar’s commitment to sell that property as part of the Aztar Merger Agreement. On June 10, 2007, Tropicana Casinos and Resorts divested the Casino Aztar Caruthersville to Isle of Capri. Casino revenue attributable to discontinued operations increased $1.2 million in 2006, up 4% from $26.9 million in 2005. The increase consisted of a $1.5 million increase in slot revenue offset by a $0.3 million decrease in games revenue. The increase in slot revenue was due to an increase in the volume of slot play, which was driven in part by an increase in the total number of patrons visiting Aztar’s riverboat. Casino costs increased $0.6 million or 6% in 2006 versus 2005, primarily as a result of the increase in casino revenue.

Depreciation and amortization expense attributable to discontinued operations was $1.3 million in 2006, down $1.8 million or 58% from $3.1 million in 2005. In June 2006 Aztar ceased depreciating the long-lived assets of Casino Aztar Caruthersville upon classifying the property’s assets and related liabilities as held for sale.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

The Tropicana Atlantic City expansion project opened on a limited basis in late November 2004 and was substantially completed by December 2004. As a result, both consolidated operating revenues and consolidated operating costs increased significantly during 2005, thus affecting comparability with 2004. To a lesser extent, year-over-year comparability was also affected by two additional events: (1) the business interruption caused by the October 30, 2003 construction accident on the site of its Atlantic City expansion project, which was more severe in 2004 than in 2005 and (2) Aztar’s decision to change its fiscal year to a

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calendar year. During 2005, Aztar changed from a 52/53 week fiscal year (ending on the Thursday nearest December 31) to a calendar year ending December 31. As a result of changing its fiscal year, the period ended December 31, 2005 reflects Aztar’s results of operations for a 366-day period beginning December 31, 2004. The period ended December 30, 2004 reflects Aztar’s results of operations for a 364-day period beginning January 2, 2004. Also, partially as a result of the change to a calendar year, all of Aztar’s properties benefited from the timing of New Year’s Eve, which fell in the 2005 fiscal first and fourth quarters and New Year’s Day, which fell in the 2005 fiscal first quarter. Neither New Year’s Eve nor New Year’s Day fell in fiscal 2004.

Consolidated casino revenue was $673.3 million in 2005, up $86.2 million or 15% from $587.1 million in 2004. The increase consisted primarily of a $76.7 million increase at Tropicana Atlantic City as well as a $6.6 million increase at Casino Aztar Evansville and a $4.6 million increase at Tropicana Express. These increases were offset slightly by a $1.7 million decrease in casino revenue at Tropicana Las Vegas. The increase in casino revenue at Tropicana Atlantic City was primarily the result of three factors: (1) the November 2004 opening of the Atlantic City expansion, (2) the business interruption caused by the October 30, 2003 construction accident, which was more severe in 2004 than in 2005 and (3) Aztar’s decision to change its fiscal year to a calendar year. The increase in casino revenue at Casino Aztar Evansville was driven by an increase in the total number of patrons visiting Aztar’s riverboat during 2005. A partial reason for this was that the number of patrons visiting Casino Aztar Evansville was suppressed in the 2004 fiscal fourth quarter due to a heavy winter snowstorm. The increase in casino revenue at Tropicana Express was driven by increases in both the slot win percentage and the volume of slot play, which was partially due to the growth of markets that feed into Laughlin.

Consolidated casino costs increased $21.9 million, up 9% from $246.4 million in 2004. The increase consisted primarily of a $19.3 million increase at Tropicana Atlantic City and a $2.9 million increase at Casino Aztar Evansville, offset by a $0.3 million decrease at Tropicana Las Vegas. Casino costs at Tropicana Express held constant at $24.7 million in 2005 versus 2004. The changes in casino costs at the properties noted above, except for Tropicana Express, were primarily due to changes in casino revenue during 2005 as compared with 2004. Casino costs at Tropicana Express were favorably impacted by cost savings.

Consolidated rooms revenue was $104.1 million in 2005, up 21% from $85.7 million in 2004. The increase consisted primarily of a $13.2 million increase at Tropicana Atlantic City and a $3.8 million increase at Tropicana Las Vegas. The increase at Tropicana Atlantic City was due to both an increase in the number of rooms occupied on a non-complimentary basis and an increase in the average daily rate. These increases were attributable to increased demand brought on by the November 2004 opening of the expansion to the Tropicana Atlantic City. The increase at Tropicana Las Vegas was due to an increase in the average daily rate, which was primarily attributable to increased tourism to the Las Vegas market. Consolidated rooms costs were $47.5 million, up $4.9 million from $42.6 million in 2004. The increase was primarily due to Tropicana Atlantic City, where rooms costs increased $4.1 million as a result of higher payroll related costs associated with the increase in occupied rooms.

Consolidated general and administrative expenses increased $8.1 million or 10% during 2005 from $81.8 million during 2004. The increase was largely due to corporate and Atlantic City, where general and administrative expenses increased $3.7 million and $3.3 million, respectively. The increase at corporate consisted of a settlement loss of $2.9 million related to a lump sum cash payment made to a defined benefit plan participant and employee termination expenses totaling $1.5 million partially offset by savings after these events. The increase at Atlantic City was due primarily to higher payroll costs associated with the expansion.

See the Tropicana Atlantic City discussion below for the primary reasons affecting the changes in consolidated other revenue and consolidated costs and expenses consisting of marketing, utilities, property taxes and insurance, construction accident related, construction accident insurance recoveries, depreciation and amortization, and pre-opening costs.

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Tropicana Atlantic City

As previously noted, the Tropicana Atlantic City expansion project includes 502 additional hotel rooms, 20,000 square feet of meeting space, 2,400 parking spaces, and the Quarter, the project’s centerpiece, a 200,000-square-foot dining, entertainment and retail center. As a result of the expansion, Tropicana Atlantic City has 2,129 hotel rooms, which represents approximately 30% more capacity. The Quarter includes approximately 40 outlets consisting of restaurants, entertainment venues and retail stores. Due to its unique nature and the diversity of venues available to customers, The Quarter generated media attention and created interest among local residents and visitors to Atlantic City. For these reasons, coupled with marketing efforts, demand for hotel rooms and gaming activities at the Tropicana increased during 2005 as compared with 2004. Revenues in 2005 totaled $490.1 million, up $105.5 million or 27% from 2004. The comparatively higher revenues in 2005 versus 2004 also were attributable to business interruption caused by the October 30, 2003 construction accident, which was more severe in 2004 than in 2005. The increase in revenues consisted primarily of casino revenue, which increased $76.7 million or 23%, and to a lesser extent rooms revenue, which increased $13.2 million or 54% and other revenue, which increased $11.3 million or 110%.

The increase in casino revenue of $76.7 million during 2005 versus 2004 consisted of a $47.8 million increase in slot revenue and a $28.9 million increase in games revenue. Casino costs increased $19.3 million or 14% from $140.6 million in 2004, primarily as a result of the increase in casino revenue.

The increase in rooms revenue of $13.2 million during 2005 compared with 2004 was attributable to an increase in the number of rooms occupied on a non-complimentary basis and an increase in the average daily rate. The total number of rooms occupied on a non-complimentary basis increased 37% and the average daily rate increased 13% during 2005 versus 2004. Rooms costs increased $4.1 million or 28% in 2005 compared with 2004 primarily as a result of higher payroll related costs. The increase in payroll related costs was due to the opening of the new 502-room hotel tower in November 2004 and higher employee benefit costs arising from a new labor contract that was ratified in the 2004 fourth quarter.

The increase in other revenue of $11.3 million during 2005 compared with 2004 was due primarily to an increase in rental revenue of approximately $4.2 million, guarantee fee income of $2.1 million, which was recognized in the 2005 third quarter, and revenue of $1.9 million from the operations of the IMAX Theater, which opened in the 2004 fourth quarter. The increase in rental revenue is attributable to rent from tenants of The Quarter, which opened on a limited basis in November 2004. The $2.1 million of guarantee fee income represents the unamortized balance of funds previously received in consideration for an agreement to collateralize a series of revenue bonds issued by the CRDA. The amount was previously classified as deferred income in the Consolidated Balance Sheet and was being amortized over the life of the bonds. The unamortized balance was recognized as other revenue upon the CRDA providing notice that the revenue bonds had been refunded and Aztar had been released from its guarantee.

As previously noted, the increase in gaming and hotel revenues was partially attributable to Aztar’s marketing efforts to promote the opening of the expansion. As a result, marketing costs increased $16.7 million or 33% in 2005 from $50.5 million in 2004. The increase in marketing costs consisted primarily of increases in business promotional expenses, entertainment contracts, payroll costs and advertising expenses.

General and administrative expense increased $3.3 million in 2005 or 11% from $28.8 million in 2004. The increase was due to higher payroll costs attributable to the expansion primarily for security personnel as well as a combination of other less significant factors including increases in the provision for loss on CRDA investments and litigation costs.

Utilities expense was $16.9 million in 2005, up $5.4 million or 47% from 2004. In addition to the increased energy consumption brought on by the expansion, the increase was attributable to a new electrical power contract that became effective July 2004. The new contract, which replaced a contract that had been in place since July 1997, contains less favorable rates.

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Property taxes and insurance expense increased $3.8 million in 2005, up 17% from $22.5 million in 2004. This increase was due primarily to property taxes, which were higher in 2005 as a result of the expansion.

Construction accident related expense increased slightly to $4.3 million in 2005 from $4.0 million in 2004. The costs and expenses in 2005 primarily consist of professional fees incurred as a result of the October 30, 2003 construction accident. The costs and expenses in 2004 primarily consist of supplemental marketing costs incurred to decrease the effect of the business interruption caused by the accident as well as professional fees incurred.

Construction accident insurance recoveries were $11.3 million lower in 2005 versus 2004. The 2005 recoveries consisted of recoveries due to the delay in the opening of the Tropicana Atlantic City expansion project totaling $0.9 million. The 2004 recoveries consisted of recoveries due to the delay in the opening of the Tropicana Atlantic City expansion project totaling $8.7 million and a business interruption recovery of $3.5 million. The recoveries from the delay in the opening of the expansion project represent a portion of the anticipated profit that Aztar would have recognized had the expansion opened as originally projected as well as some reimbursement for costs incurred as a result of the delay. The business interruption recovery reflects a profit recovery applicable to the fourth quarter of 2003. These types of insurance recoveries are recorded when they are agreed to by Aztar’s insurers.

Depreciation and amortization expense was $44.5 million in 2005, up $11.1 million or 33% from $33.4 million in 2004. The increase was primarily due to the expansion.

Pre-opening costs were $2.9 million in 2004. These costs relate to marketing costs incurred to promote The Quarter prior to its November 2004 opening.

Tropicana Las Vegas

Rooms revenue increased $3.8 million in 2005, up 8% from $49.8 million in 2004. The increase was primarily attributable to a 9% increase in the average daily rate. Aztar’s average daily rate was higher in 2005 relative to 2004 due to increased tourism to the Las Vegas market.

Tropicana Express

Casino revenue increased $4.6 million in 2005, up 7% from $68.1 million in 2004. The increase consisted entirely of a $4.6 million increase in slot revenue, which was attributable to increases in both the slot win percentage and the volume of slot play. The year-over-year growth in the volume of slot play was due in part to the growth of the surrounding markets that feed into Laughlin.

Despite the increase in casino revenue, casino costs were $24.7 million in 2005, unchanged from 2004. Casino costs were consistent in 2005 versus 2004 due primarily to the cost savings achieved by removing certain slot machines from the casino floor during 2005 and reductions in payroll and related costs. Slot machines removed from the casino floor consisted primarily of those in which Aztar incur fees payable to the manufacturers of those machines. The cost savings achieved from this reduction were offset by an increase in gaming taxes, which are based on casino revenue.

Casino Aztar Evansville

Casino revenue was $123.6 million in 2005, up 6% from $117.0 million in 2004. The increase consisted of a $4.4 million increase in slot revenue and a $2.2 million increase in games revenue. The year-over-year growth in casino revenue was due largely to an increase in the number of patrons visiting Aztar’s riverboat in December 2005 versus December 2004. The number of patrons visiting Aztar’s riverboat was down considerably in December 2004 due to a heavy winter snowstorm. Casino costs increased $2.9 million, up 7% from $44.4 million primarily due to the increase in casino revenue.

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Corporate

Corporate general and administrative expenses increased $3.7 million, up 22% from $16.6 million in 2004. During the 2005 first quarter, Aztar made a lump sum cash payment of $8.2 million to a defined benefit plan participant in exchange for the participant’s right to receive specified pension benefits. The distribution resulted in a settlement loss of $2.9 million in the 2005 first quarter. During the 2005 second quarter, Aztar recognized employee termination expenses of $1.5 million consisting of a severance payment and costs recognized upon the acceleration of the vesting provisions of certain of the individual’s stock options. These nonrecurring expenses were offset slightly by savings after these events.

At December 31, 2005, Aztar has an unrecognized actuarial loss of $6.5 million in connection with Aztar’s defined benefit plans and deferred compensation plan. Aztar expect to recognize $1.1 million in the Consolidated Statement of Operations in 2006 with the remainder recognized in the years beyond 2006. The comparable amount for 2005 was $0.5 million.

Other Income

Other income was $6.0 million in 2005, up $2.1 million from $3.9 million in 2004. Other income consists of $6.0 million and $10.5 million in 2005 and 2004, respectively, of insurance recovery associated with the rebuilding of the expansion at the Tropicana Atlantic City, net of direct costs to obtain the recovery. Also included in 2004 was $5.0 million of costs incurred to repair damage and $1.6 million of dismantlement and debris removal costs that were probable of not being recovered under insurance.

Interest Expense

Consolidated interest expense was $56.3 million in 2005 compared with $37.0 million in 2004. The increase in interest expense was due to a decrease in capitalized interest as well as increases in both the average cost of borrowing under Aztar’s credit facility and the average level of debt outstanding. The decrease in capitalized interest was attributable to the Tropicana Atlantic City expansion project, which was substantially completed in December 2004. Interest capitalized was $12.8 million lower in 2005 versus 2004.

Loss On Early Retirement Of Debt

Loss on early retirement of debt was $10.3 million in 2004. The loss, which resulted from the redemption of Aztar’s outstanding 87/8% Senior Subordinated Notes, consisted of a redemption premium of $7.6 million and the write-off of unamortized debt issuance costs of $2.7 million.

Income Taxes

Consolidated income taxes from continuing operations were $38.6 million in 2005 compared with $39.0 million in 2004. The slight decrease of $0.4 million was largely due to a decrease in the Indiana income tax provision mostly offset by an increase in income from continuing operations before income taxes. In connection with a review of Aztar’s Indiana income tax returns for the years 1996 through 2002, the Indiana Department of Revenue took the position that Aztar’s gaming taxes that are based on gaming revenue are not deductible for Indiana income tax purposes. In response to the position taken by the Indiana Department of Revenue, Aztar filed a petition with the Indiana Tax Court for the 1996 and 1997 tax years and Aztar filed a formal protest for the 1998 through 2002 tax years. In April 2004, the Indiana Tax Court ruled in favor of the Indiana Department of Revenue. Aztar asked the Indiana Supreme Court to review the ruling. Aztar’s request was denied. As a result, Aztar estimated that it was obligated to pay approximately $17.3 million to cover assessments of taxes and interest from 1996 through the end of the first quarter of 2004. This amount was deductible for federal income tax purposes, resulting in a net effect of approximately $11.3 million, which was recorded as an increase to income tax expense in the first quarter of 2004. The ongoing effect of this issue is also included in income taxes after the first quarter of 2004.

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Discontinued Operations

The results of operations for Casino Aztar Caruthersville are reported as discontinued operations net of income taxes, reflecting Aztar commitment to sell that property as part of the Aztar Merger Agreement. On June 10, 2007, Tropicana Casinos and Resorts divested the Casino Aztar Caruthersville to Isle of Capri. Casino revenue attributable to discontinued operations increased $4.6 million in 2005, up 21% from $22.2 million in 2004. The increase was largely due to a $4.5 million increase in slot revenue, which was attributable to an increase in the total number of patrons visiting Aztar’s riverboat, driven in part by an increase in the use of cash incentives as well as free admission to Aztar’s riverboat, which became effective December 30, 2004. Casino costs increased $1.3 million or 15% in 2005 versus 2004 primarily as a result of the increase in casino revenue.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, including interest rates, foreign currency exchange rates, commodity prices and equity prices. Historically, Aztar’s primary exposure to market risk arose out of interest rate risk associated with Aztar’s investment in bonds issued by the CRDA as required pursuant to New Jersey gaming regulations, long-term debt and its Series B convertible preferred stock. Aztar did not utilize these financial instruments for trading purposes. Historically, Aztar managed interest rate risk on long-term debt by managing the mix of fixed-rate and variable-rate debt. Aztar’s Series B convertible preferred stock and historical long-term debt were retired concurrently with the consummation of the Aztar Acquisition. During 2006, Aztar’s primary activities in long-term debt consisted of making the scheduled repayments on Aztar’s five-year term loan and paying down the outstanding balance on its revolving credit facility with excess cash generated from Aztar’s operations net of borrowings to finance its operations.

Aztar and its subsidiaries (other than its subsidiaries that hold the assets and operations related to the Tropicana Las Vegas) are guarantors of all indebtedness incurred by Tropicana Entertainment pursuant to the Acquisition Financing Transactions, including indebtedness incurred pursuant to the senior secured credit facility, which carries a variable interest rate. In addition, Aztar’s subsidiaries that hold the assets and operations related to the Tropicana Las Vegas are obligors in respect of the $440.0 million Las Vegas secured loan, which carries a variable interest rate. For more information concerning market risk associated with the Acquisition Financing Transactions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tropicana Entertainment and Tropicana Casinos and Resorts — Quantitative and Qualitative Disclosures about Market Risk.”

Critical Accounting Policies

Aztar’s consolidated financial statements are prepared in accordance with GAAP, which contains accounting principles that require it to make estimates and assumptions about the effects of matters that are inherently uncertain. Those estimates and assumptions affect the reported amounts and disclosures in Aztar’s consolidated financial statements. Actual results inevitably will differ from those estimates, and such difference may be material to the financial statements. Of Aztar’s accounting estimates, Aztar believes the following may involve a higher degree of judgment and complexity.

Property and Equipment

Aztar exercises judgment with regard to property and equipment in the following areas: (1) determining whether an expenditure is eligible for capitalization or if it should be expensed as incurred, (2) estimating the useful life and determining the depreciation method of a capitalized asset, (3) estimating the fair value of a legally enforceable asset retirement obligation and in situations where the timing and/or method of settlement are conditional on a future event, incorporating this uncertainty into the estimate of the obligation’s fair value, and (4) if events or changes in circumstances warrant an assessment, determining if and to what extent an asset has been impaired. The accuracy of Aztar’s judgments impacts the amount of depreciation expense Aztar recognizes, the amount of gain or loss on the disposal of these assets, the fair

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value of asset retirement obligations and the related accretion expense recognized in subsequent periods, whether or not an asset is impaired and, if an asset is impaired, the amount of the loss related to the impaired asset that is recognized.

Aztar’s judgments about useful lives, cash flows in connection with asset retirement obligations as well as the existence and degree of asset impairments could be affected by future events, such as property expansions, property developments, obsolescence, new competition, new regulations and new taxes, and other economic factors. Historically, there have been no events or changes in circumstances that have resulted in an impairment loss and Aztar’s other estimates as they relate to property and equipment have not resulted in significant changes. Aztar doesn’t anticipate that its current estimates are reasonably likely to change in the future.

Expenditures associated with the repair or maintenance of a capital asset are expensed as incurred. Expenditures that are expected to provide future benefits to Aztar or that extend the useful life of an existing asset are capitalized. The useful lives that Aztar assigns to property and equipment represent the estimated number of years that the property and equipment is expected to contribute to the revenue generating process based on Aztar’s current operating strategy. Aztar believes that the useful lives of Aztar’s property and equipment expire evenly over time. Accordingly, Aztar depreciates its property and equipment on a straight-line basis over their useful lives.

When the acquisition and/or normal operation of a tangible long-lived asset legally obligates Aztar to perform or stand ready to perform certain retirement activities, Aztar recognizes the fair value of the obligation in the period in which it is incurred. The fair value of the liability is estimated using a quoted market price or alternatively, a present value technique based on the expected future cash flows of the retirement activities. Uncertainty with regard to the performance and/or timing of the obligation is factored into the calculation of the obligation’s fair value. The offset to the liability is recorded as an increase to the carrying value of the asset, which is subsequently allocated to depreciation expense on a straight-line basis over the remaining useful life of the asset. Accretion in the fair value of the obligation is recognized as accretion expense and is measured by applying Aztar’s estimated credit-adjusted, risk-free interest rate, which existed when the liability was initially established, to the amount of the liability at the beginning of each period. Changes in the fair value of the obligation resulting from changes in the factors used to determine it are recorded in the period of change by a corresponding change in the carrying value of the tangible long-lived asset and in the period of change and/or in subsequent periods by changes in depreciation and accretion expenses.

When events or changes in circumstances warrant a review for impairment, Aztar compares the carrying amount of a long-lived asset to the anticipated undiscounted cash flow from such asset. Aztar performs this test for recoverability on a property-by-property basis. In doing so, Aztar groups the property’s long-lived assets with all of the property’s other assets and liabilities since Aztar believes the property is the lowest level for which identifiable cash flows are largely independent of the cash flows of Aztar’s other assets and liabilities. In the event that the sum of the undiscounted future cash flows is less than the carrying amount, Aztar would recognize an impairment loss equal to the excess of the carrying value over the fair value. Such an impairment loss would be recognized as a non-cash component of operating income (loss). Aztar’s ability to determine and measure an impaired asset depends, to a large extent, on Aztar’s ability to properly estimate future cash flows.

Development Costs

During the 2006 first quarter, Aztar determined that the carrying amount of the deferred development costs associated with Aztar’s potential redevelopment of the Tropicana Las Vegas was not recoverable because the likelihood of proceeding with a redevelopment was assessed as less than probable. As a result, Aztar recognized an expense of $26.0 million, which was classified as Tropicana Las Vegas capitalized development costs write-off in its 2006 first quarter consolidated statement of operations. At December 31, 2006, Aztar had no capitalized development costs as it sold its only development project in Allentown, Pennsylvania to Tropicana Casinos and Resorts on December 12, 2006.

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Stock-based Compensation

Aztar measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and the estimated number of awards that are expected to vest. The grant-date fair value of stock options was estimated using a Black-Scholes option pricing model, which takes into account the following six factors: (1) the current price of the underlying stock on the date of grant, (2) the exercise price of the option, (3) the expected dividend yield, (4) the expected volatility of the underlying stock over the option’s expected life, (5) the expected life of the option, and (6) the risk-free interest rate during the expected life of the option. Of these factors, Aztar exercises judgment with regard to selecting both the expected volatility of the underlying stock and the expected life of the option. Expected volatility is estimated through a review of historical stock price volatility adjusted for future expectations. The expected term of the options is estimated through a review of historical exercise behavior and other factors expected to influence behavior such as expected volatility and employees’ ages and lengths of service. Aztar also exercises judgment with regard to estimating the number of awards that are expected to vest, which is based on historical experience adjusted for future expectations. January 1, 2006, Aztar began recognizing compensation cost for stock options under SFAS 123(R). Compensation cost for the portion of awards for which the requisite service had not been rendered that were outstanding on January 1, 2006 is recognized over the remaining vesting period based on the grant-date fair value that was previously established for pro forma purposes and disclosed in the notes to its consolidated financial statements for reporting periods that ended prior to January 1, 2006. All outstanding equity interests in Aztar, including stock options granted to its employees, were purchased or redeemed, as the case may be, upon the consummation if the Aztar Acquisition on January 3, 2007.

Income Tax Liabilities

Aztar is subject to federal income taxes and state income taxes in those jurisdictions in which Aztar’s properties operate. Aztar exercises judgment with regard to income taxes in the following areas: (1) interpreting whether expenses are deductible in accordance with federal income tax and state income tax codes, (2) estimating annual effective federal and state income tax rates and (3) assessing whether deferred tax assets are, more likely than not, expected to be realized. The accuracy of these judgments impacts the amount of income tax expense Aztar recognizes each period.

As a matter of law, Aztar is subject to examination by federal and state taxing authorities. Aztar has estimated and provided for income taxes in accordance with settlements reached with the Internal Revenue Service in prior audits. Although Aztar believes that the amounts reflected in Aztar’s tax returns substantially comply with applicable federal and state tax regulations, both the Internal Revenue Service and the various state taxing authorities can and have taken positions contrary to Aztar’s positions based on their interpretation of the law. A tax position that is challenged by a taxing authority could result in an adjustment to Aztar’s income tax liabilities and related tax provision.

During 2005, the Internal Revenue Service completed its examination of Aztar’s income tax return for the year 2003. During 2004, the Internal Revenue Service completed its examination of Aztar’s income tax returns for the years 2000 through 2002. The only issue in dispute in these examinations involved the deductibility of a portion of the payments on certain liabilities related to the restructuring of Ramada Inc. During 2003, the Internal Revenue Service completed its examination for the years 1994 through 1999 and settled one of the two remaining issues entirely and a portion of the other remaining issue, resulting in a tax benefit of $6.7 million. The issue that was settled entirely involved the deductibility of certain complimentaries provided to customers. The other issue involved the deductibility of a portion of payments on certain liabilities related to the restructuring, the same issue as described above for the years 2000 through 2003. During the 2006 first quarter, Aztar reached a favorable settlement with the Internal Revenue Service on the only remaining issue for the years 1994 through 2003. As a result of the settlement, Aztar recorded an income tax benefit of $1.4 million.

On July 2, 2002, the State of New Jersey enacted the Business Tax Reform Act. Aztar has provided for New Jersey income taxes based on Aztar’s best estimate of the effect of this law. Certain provisions of

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the Act are subject to future rules and regulations and the discretion of the Director. Aztar believes Aztar’s interpretation of the law is reasonable and it doesn’t expect material adjustments; however, Aztar is unable to determine the discretion of the Director. The New Jersey Division of Taxation is examining the New Jersey income tax returns for the years 1995 through 2001. Aztar believes that adequate provision for income taxes and interest has been made in the financial statements.

Impact of the October 30, 2003 Construction Accident

An accident occurred on the site of the expansion of the Tropicana Atlantic City on October 30, 2003. See “Business — Legal Proceedings — Litigation matters relating to Aztar’s October 30, 2003 garage collapse accident.” In order to ensure that the construction proceed expeditiously and in order to settle certain disputes, Aztar and the general contractor entered into a settlement agreement on October 6, 2004 that delineates how Aztar and the contractor would share the cost of and the insurance proceeds received for the dismantlement, debris removal and rebuilding. This claim was settled in April 2007. Under the terms of the settlement agreement, Aztar received a sum of approximately $18.3 million net of that portion of the gross insurance proceeds to which the contractor was entitled under the settlement agreement.

During 2006, Aztar recorded $12.2 million of insurance recovery for rebuilding activities. The recovery was recognized as other income and was offset by $5.4 million of direct costs to obtain the recovery.

Off-Balance Sheet Arrangements

Following its acquisition by Tropicana Entertainment, Aztar does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on its financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. Aztar does not presently maintain any investments in derivative securities.

Contractual Obligations

The following table summarizes Aztar’s future contractual obligations, in millions, as of December 31, 2006:

	Payments Due by Period
	Less than		1-3		3-5		More than
Contractual Obligations	1 Year		Years		Years		5 Years		Total
Long-term debt, including current portion	$	7.0	$	220.5	$	175.1	$	300.1	$	702.7
Interest Payments		49.7		92.7		72.8		58.0		273.2
Operating leases		3.9		3.8		1.3		0.1		9.1
Purchase obligations		43.7		5.6		0.3		—		49.6
Other long-term liabilities, including current portion		0.9		1.9		4.0		15.6		22.4
Total	$	105.2	$	324.5	$	253.5	$	373.8	$	1,057.0

Interest payments relating to Aztar’s historical revolving credit facility are excluded from the contractual obligations above because the outstanding balances fluctuated daily. Interest payments relating to Aztar’s historical term loan facility are included above and were calculated using the floating rate in effect at December 31, 2006.

Purchase obligations represent agreements to purchase goods or services that are enforceable and legally binding on Aztar. Of the total purchase obligations at December 31, 2006, approximately $10 million are cancelable by Aztar upon providing a 30 — 90 day notice. The commitments of approximately $1.7 million for the hotel and entertainment complex at Casino Aztar Evansville are included in purchase obligations.

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BUSINESS

Overview

We are among the largest privately-held gaming entertainment providers in the United States and a leading domestic casino operator as determined by revenue. In our effort to expand our national footprint and diversify our gaming operations, on January 3, 2007, affiliates of Tropicana Entertainment acquired all of the outstanding equity interests in Aztar for approximately $2.1 billion in cash. As part of the corporate reorganization completed substantially concurrently with the acquisition, Aztar became a wholly-owned subsidiary of Tropicana Entertainment. The Aztar Acquisition added four casino properties located in Nevada, New Jersey and Indiana to Tropicana Entertainment’s holdings. For more information concerning the Aztar Acquisition, see “— The Aztar Acquisition.”

We currently operate 11 casino properties in eight distinct gaming markets, including Las Vegas, Laughlin and South Lake Tahoe (Stateline), Nevada; Atlantic City, New Jersey; Baton Rouge, Louisiana; Greenville and Vicksburg, Mississippi and Evansville, Indiana. Our casino properties have an aggregate of 548,359 square feet of gaming space housing 12,244 gaming machines and 510 table games, as well as an aggregate of 8,282 hotel rooms.

On a pro forma basis giving effect to the Transactions, the aggregate net operating revenue of Tropicana Entertainment for the year ended December 31, 2006 would have been $1,183 million. The aggregate net operating revenue of Tropicana Entertainment for the six months ended June 30, 2007 was $554.1 million.

At each of our gaming properties, we strive to provide our customers with a high-quality casino entertainment and hospitality experience at attractive prices. To develop and maintain customer loyalty, we emphasize customer service and seek to offer a comfortable gaming environment along with a variety of amenities, including quality hotel rooms, varied dining choices and appealing entertainment options. We plan to continue to regularly invest in our facilities to maintain and enhance their quality, appeal and competitiveness.

The following table sets forth certain information about our properties as of June 30, 2007. Except as otherwise indicated, we wholly own and operate the following casinos:

			Acquisition			Approx. Casino		Slot		Table		Hotel		Parking
Property Name	Location		Date			Square Footage		Machines		Games		Rooms		Spaces
Legacy Properties
Belle of Baton Rouge		Baton Rouge, LA		Oct. 2005			29,500		1,019		22		300		1,803
River Palms Hotel and Casino		Laughlin, NV		Sept. 2003			63,850		1,061		28		1,001		1,834
Lake Tahoe Horizon Casino and Resort		South Lake Tahoe, NV		Jan. 1990			43,000		712		32		539		1,396
MontBleu Casino		South Lake Tahoe, NV		June 2005			40,585		638		52		440		1,547
Lighthouse Point Casino(1)(2)		Greenville, MS		Nov. 1996(3	)		22,000		725		9		—		386
Jubilee Casino(4)		Greenville, MS		March 2002			28,500		712		13		39		512
Vicksburg Horizon Casino(5)		Vicksburg, MS		Oct. 2003			20,909		696		19		117		889
Recently Acquired Properties
Tropicana Atlantic City		Atlantic City, NJ		Jan. 2007			147,248		3,480		209		2,129		5,477
Tropicana Express Hotel and Casino		Laughlin, NV		Jan. 2007			53,680		1,075		39		1,495		2,253
Casino Aztar Evansville		Evansville, IN		Jan. 2007			38,360		1,132		52		346		2,100
Tropicana Las Vegas(2)		Las Vegas, NV		Jan. 2007			60,727		994		35		1,876		2,388
Total							548,359		12,244		510		8,282		20,585

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(1)	Tropicana Entertainment indirectly holds a 79% voting interest and an 84% economic interest in Greenville Riverboat, which manages the Lighthouse Point Casino. A wholly-owned subsidiary of Tropicana Entertainment owns the riverboat on which the Lighthouse Point Casino conducts its operations.
(2)	Greenville Riverboat and the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas are not guarantors of the outstanding notes or of the senior secured credit facility and will not be guarantors of the exchange notes, although Greenville Riverboat is subject to the restrictive covenants contained in the indenture and the credit documentation governing the senior secured credit facility.
(3)	The Lighthouse Point Casino was developed (as opposed to acquired) and commenced operations in November 1996.
(4)	JMBS Casino, one of the affiliate guarantors, owns and operates the Jubilee Casino.
(5)	CP Vicksburg, one of the affiliate guarantors, owns and operates the Vicksburg Horizon.

Our History

Columbia Sussex, which was founded in 1972 by Mr. William J. Yung, III, has grown to become one of the largest privately-held hospitality companies in the United States with approximately $970.0 million in revenues in 2006. As of June 30, 2007, Columbia Sussex and its affiliates owned and operated 70 hotel properties across the United States, Canada and the Caribbean, which are marketed under brands including Marriott, Hilton, Westin, Sheraton, Renaissance, Wyndham and Doubletree.

In 1990, Mr. William Yung made his initial investment in the gaming industry when he formed Wimar Tahoe Corporation, which has since been renamed Tropicana Casinos and Resorts, to acquire the Tahoe Horizon. Since obtaining a gaming license in 1990, Mr. William Yung and the Yung family have built a record of successful gaming acquisitions and development, while generating growth and operational improvements.

Our Competitive Strengths

Geographic Diversity.  We believe we are one of the largest and most diversified gaming operators in the United States. We own and operate 11 casino facilities in eight distinct gaming markets and six states, including five casinos in Nevada, three casinos in Mississippi and one casino in each of New Jersey, Louisiana and Indiana. We believe this geographic diversity helps reduce our dependence on any one geographic market.

Beneficial Relationship with Columbia Sussex.  Our relationship with Columbia Sussex provides us with several advantages, including the following:

•  Cost-Effective Administrative Services.  We share corporate offices with Columbia Sussex and many corporate functions, such as human resources, accounting, administration, purchasing, marketing, hotel management and supervision, risk management, contracting, construction and development, treasury and maintenance-related services, are performed for certain of Tropicana Entertainment’s subsidiaries and the affiliate guarantors by Columbia Sussex pursuant to the terms of service agreements, which are subject to gaming regulatory approval. Gaming regulatory approval of the terms of one service agreement has not yet been obtained with respect to our Tropicana Atlantic City property. The service agreements extend by their terms until we elect to terminate them, which we are permitted to do at any time with 60 days written notice. Under the terms of these service agreements, subject to certain conditions, Columbia Sussex provides corporate services on behalf of our gaming properties that have received regulatory approval to date for a total amount of approximately $1.9 million per year, subject to modest price increases each year starting in 2008. We believe the service agreements enable us to obtain corporate services at costs that are more favorable than we would be able to obtain on a stand-alone basis. We have also entered into agreements with Tropicana Casinos and Resorts for the provision to certain of Tropicana Entertainment’s subsidiaries and the affiliate guarantors of casino services, such as the supervision of casino operations, staffing, marketing and advertising and accounting, which agreements are subject to gaming regulatory approval. Gaming regulatory approval of the terms of one of these agreements has not yet been obtained with respect to our Tropicana Atlantic City property. Under these agreements, we have agreed to pay Tropicana Casinos and Resorts our allocated portion of the corporate overhead costs

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for these services. For a more detailed description of the agreements described in this paragraph, see “Certain Relationships and Related Party Transactions.”

•  Integrated Marketing Programs.  The compatibility of Columbia Sussex’s extensive portfolio of 70 hotels and our network of casino properties has provided us with a number of opportunities to develop integrated marketing programs. We expect to develop joint programs whereby guests of our casinos can receive discounts on stays at Columbia Sussex hotel properties. In addition, we and Columbia Sussex are able to pool our respective customer databases to develop direct marketing campaigns targeting a broad group of prospective customers, and to more effectively promote these programs by sharing a centralized marketing platform. We believe that our acquisition of Aztar has provided us with additional opportunities for these types of joint marketing efforts.

•  Extensive Construction and Development Experience.  Throughout our history, we have engaged in a number of property renovation, refurbishment and development projects, and we have a number of additional projects underway or slated to commence in the near term. As a developer of hotel properties, Columbia Sussex has over 30 years of experience in planning, financing and executing hotel improvement and development programs. We have been able to leverage this experience when undertaking our development projects, which we believe has allowed us to develop and enhance our gaming assets in a cost-effective manner, while meeting target completion dates and development expectations.

Experienced Management Team.  Mr. William Yung, who founded both Tropicana Entertainment and Columbia Sussex, has over 30 years of gaming and hospitality experience. The balance of our senior management team also has significant experience operating, developing, acquiring and integrating hotel and gaming properties and related amenities, with an average tenure in the gaming or hospitality industries among its members of more than 15 years. Mr. William Yung and his management team have grown gaming operations through strategic acquisitions and targeted development, with Tropicana Casinos and Resorts’ net operating revenues growing from $75.5 million to $288.9 million between 2001 and 2006 and operating income growing from $14.0 million to $58.6 million during that same period. In addition, Mr. William Yung and the management team have made use of conservative financial management focused on cost control and prudent capital deployment in order to improve results.

Our Business Strategy

We seek to continue growing in a profitable manner by pursuing the following strategies:

Successfully Integrate Acquisitions.  Tropicana Casinos and Resorts acquired the MontBleu Casino, or the MontBleu, in June 2005 and the Belle of Baton Rouge in October 2005, both of which properties it contributed to Tropicana Entertainment in the corporate reorganization. The Aztar Acquisition added four additional gaming properties to our portfolio, resulting in six of our 11 casino properties having been acquired within the past two years. As such, we believe there is significant potential to realize efficiencies as we integrate Aztar, and further integrate other recently acquired casino properties, into our operations. Specifically, we expect to eliminate redundant overhead costs at Aztar by leveraging Tropicana Casinos and Resorts’ administrative infrastructure. In addition, in markets such as Laughlin and South Lake Tahoe, Nevada where we own more than one property, we believe we will also be able to realize additional operational synergies and cost savings by consolidating duplicative back-office functions.

Enhance Marketing and Promotion Activities.  The Aztar Acquisition significantly increased our geographic footprint and scale of operations. In conjunction with Tropicana Casinos and Resorts and Columbia Sussex, we will benefit from an integrated marketing platform that will provide us with cross-selling opportunities among more than 80 hotel and casino properties. Our expanded customer base will enable us to develop cross-marketing initiatives across our properties, which may include a player rewards program linking selected gaming facilities. We believe a uniform player rewards program will encourage customers traveling among different markets to patronize our properties and will build increased customer loyalty. In addition, in July 2007, we re-branded the former Ramada Express in Laughlin, Nevada as the “Tropicana Express.” We also plan to re-brand a number of our other gaming properties under the

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Tropicana name. We believe this re-branding will help to develop a strong, recognizable identity for our properties.

Benefit from Recent Investments and Near-Term Growth Opportunities.  We believe we will benefit significantly from recent capital investments made in our properties. In addition, we have significant near-term growth opportunities as a result of projects currently being developed, as well as other development opportunities. These investments and growth opportunities include the following:

•  Tropicana Atlantic City:  In November 2004, Aztar completed a $285.0 million expansion to the Tropicana Atlantic City, which included a 200,000-square-foot entertainment, restaurant and retail complex known as “The Quarter at Tropicana.” We intend to proceed with a plan developed by Aztar, which we expect will cost approximately $55.0 million, to enhance the Tropicana Atlantic City by refurbishing its casino floors and hotel towers so that they are similar in quality and appearance to The Quarter. The three-phase refurbishment project commenced in December 2005. During phase one of the project, Aztar made enhancements to the north tower hotel rooms and certain non-gaming amenities, which phase was completed during the fourth quarter of 2006. During phase two of the project, we refurbished half of the casino floor and the south tower hotel rooms, which phase was completed in the second quarter of 2007. In phase three of the project, we will refurbish the other half of the casino floor and two restaurants at the property. We expect to complete the third phase in the first quarter of 2008.

•  Casino Aztar Evansville:  Construction was completed in 2007 at the Casino Aztar Evansville on a $32.6 million expansion that includes a 96-room boutique hotel, multi-venue dining and entertainment complex and associated infrastructure. We believe that the expansion has increased the attractiveness of the property and expanded customer reach through the availability of additional hotel rooms. In addition, in August 2007, the City of Evansville’s Redevelopment Commission approved our preliminary plan to build a 1,046-seat theater at the Casino Aztar Evansville. The venue, construction of which is currently projected to be completed in the first quarter of 2008 at an approximate cost of $4.0 million, is expected to offer live entertainment for patrons of the property and residents of Evansville.

•  Belle of Baton Rouge:  The Belle of Baton Rouge benefited from the population increase in the Baton Rouge area following the displacement of residents of New Orleans as a result of Hurricane Katrina, although that benefit has since somewhat subsided. To accommodate the increased demand for gaming in this market and to build market share, we have developed plans to build a 330-space parking structure adjacent to the casino. We will endeavor to complete construction of the parking structure, which is designed to increase casino traffic and is estimated to cost approximately $12.5 million, by the second quarter of 2008.

•  MontBleu Casino:  In the summer of 2006, we completed a $21.0 million program to re-brand and reposition the former Caesars Lake Tahoe as the MontBleu. We introduced new on-site amenities and entertainment options at the MontBleu to appeal to a younger clientele, while continuing to focus on the value conscious customer in the South Lake Tahoe, Nevada market at our sister property, the Tahoe Horizon. We intend to increase our efforts to effectively market the MontBleu as we seek to strengthen our customer base.

•  Tropicana Express:  We have completed the $11.0 million program to renovate the hotel rooms at the Tropicana Express, which we believe will help solidify our position in the Laughlin market. In addition, the Tropicana Express is situated less than one mile from the River Palms, which we believe will allow us to achieve operational synergies and cost savings by consolidating duplicative back-office and other support functions including the sharing of laundry facilities and employees to reduce overtime pay.

•  Lighthouse Point Casino and Jubilee Casino:  We expect to invest between $7.0 million and $8.0 million at the Lighthouse Point Casino and the Jubilee Casino, our two casinos in Greenville, Mississippi, in order to renovate the casino floors and public areas of the properties so as to better

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position them to meet the competitive challenges posed by the expected introduction of a new gaming property to the market in late 2007. We will add up to 850 new and converted slot machines, making all of the slot machines at the properties “ticket-in ticket-out” and upgrade the slot tracking systems. We will also make improvements to the restaurant at the Lighthouse Point Casino.

Redevelop the Tropicana Las Vegas Site.  To capitalize on its premium location on the Las Vegas “Strip,” we expect to redevelop the Tropicana Las Vegas, by refurbishing one of its two existing hotel towers and its existing showroom (we expect to raze the other existing tower and all of the other remaining structures on the site) and redeveloping the remainder of its 34-acre site. Our preliminary plan for this redevelopment effort envisions approximately 10,200 new and refurbished hotel rooms of which approximately 500 will be refurbished hotel rooms in the existing hotel tower to be retained, approximately 600,000 square feet of new meeting space, an increase in the size of the casino floor to approximately 120,000 square feet, a more modern casino floor layout and a new approximately 250,000-square-foot retail plaza. We plan to complete this redevelopment in 2010. The redevelopment is expected to be funded by a construction financing transaction independent of the financing transactions that funded the Aztar Acquisition and, if necessary, by additional capital contributions from Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent.

The outstanding notes are not, and the exchange notes will not be, guaranteed by the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

Our Properties and Markets

Legacy Properties

Belle of Baton Rouge.  The Belle of Baton Rouge, formerly the Argosy Riverboat Casino, is a three-deck dockside riverboat casino located on the Mississippi River in the downtown historic district of Baton Rouge, Louisiana. The casino opened for business in 1994 as the first riverboat gaming facility in the Baton Rouge market.

Tropicana Casinos and Resorts acquired the Argosy Riverboat Casino and related assets in Baton Rouge, Louisiana in October 2005 for $149.7 million. The property was thereafter re-branded as the Belle of Baton Rouge. Tropicana Casinos and Resorts contributed the property to Tropicana Entertainment in the corporate reorganization. We own the riverboat on which the casino operates. The 29,500-square-foot casino offers 1,019 slot machines and 22 table games. The Belle of Baton Rouge is also located directly adjacent to the 300-room Sheraton Baton Rouge Convention Center Hotel, which we own. The hotel offers parking for 1,803 vehicles.

The hotel at the Belle of Baton Rouge also features:

•  three restaurants;

•  a lounge, a 70-seat sports bar, and a small entertainment venue;

•  approximately 150,000 square feet of available retail space;

•  approximately 40,000 square feet of meeting space; and

•  a 50,000-square-foot glass-enclosed atrium.

The Belle of Baton Rouge leases a portion of the land and buildings which comprise its hotel and casino properties under several separate leases. The leases require fixed monthly payments in an aggregate amount of $27,800, which amount is subject to adjustment every five years to reflect increases in the Consumer Price Index. The current lease terms expire between 2008 and 2013, with the Belle of Baton Rouge holding an option to extend the terms of the leases for up to an additional 70 years in most cases.

We have developed plans to build a 330-space parking structure adjacent to the casino. We will endeavor to complete construction of the parking structure, which is designed to increase casino traffic and is estimated to cost approximately $12.5 million, by the second quarter of 2008. Subject to receipt of the

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necessary regulatory approvals, we expect to commence construction of the new casino facility in the first quarter of 2008.

The Baton Rouge market is located approximately 75 miles to the northwest of New Orleans. Baton Rouge is a “duopolistic” gaming market shared between the Belle of Baton Rouge and Casino Rouge, which is owned by Penn National Gaming, Inc., or Penn National. This market, which primarily caters to local patrons, experienced a 37.2% increase in its gaming revenues for the period between June 30, 2005 and June 30, 2006 as compared to the period between June 30, 2004 and June 30, 2005. This increase in revenue was primarily attributable to the population shift from New Orleans to Baton Rouge in the wake of Hurricane Katrina, although it appears that some of the transient population caused by the hurricane has begun to shift back to New Orleans and other Gulf Coast communities, which has resulted in these increased revenues subsiding somewhat while remaining above pre-Hurricane Katrina levels.

River Palms Hotel and Casino.  The River Palms is located on approximately 35 acres in Laughlin, Nevada, which is situated on the Colorado River at Nevada’s southern tip where California, Nevada and Arizona meet. The River Palms has approximately 1,300 feet of frontage on each of the Colorado River and Casino Drive, Laughlin’s principal thoroughfare. Its 25-story main tower and three-story south wing together house 1,001 rooms and suites and 63,850 square feet of casino space boasting 1,061 slot machines and 28 table games.

The River Palms also features:

•  four dining facilities;

•  two bars, two lounges and one nightclub;

•  a spa and salon;

•  approximately 10,500 square feet of meeting and convention space; and

•  a 1,834-space parking facility.

The River Palms was constructed in 1984 and underwent an $18.0 million renovation in 1999. In 2001, it was connected to the Riverwalk, a pedestrian walkway connecting casinos along the Colorado River. Around the same time, the property immediately to the north of the River Palms was developed into an events center to accommodate concerts, boxing events, car rallies and other group events. Following the acquisition of the River Palms in September 2003 for $25.2 million, we invested nearly $13.6 million in hotel room renovations and casino floor improvements.

Realty, one of the affiliate guarantors, owns the property on which the River Palms operates as well as substantially all of the facility’s non-gaming assets. We have a lease with Realty with respect to the property, which extends through September 30, 2018. Rent is currently set at $425,000 per month under the lease.

Laughlin is located approximately 200 miles from the Grand Canyon, 225 miles from Phoenix and 285 miles from Los Angeles. It is principally a drive-in market, with nearly 80% of visitors coming from southern California, Arizona and Nevada. From December through March, the city also attracts “snow birds” from around the country. In April, it hosts the Laughlin River Run, the largest motorcycle event on the West Coast, which has reportedly drawn over 50,000 participants in recent years. During the remainder of the year, Laughlin attracts a large number of visitors who are drawn to Lake Mohave, which is part of the Lake Mead National Recreation Area and is popular among Nevada, Arizona, and Southern California boaters, jet skiers, fishing and water sports enthusiasts.

The Laughlin gaming market is characterized by low-priced rooms, with some offered for as low as $20 per night or even free to players who would otherwise have to pay full fare in markets such as Las Vegas.

Lake Tahoe Horizon Casino and Resort.  The Tahoe Horizon is located at the southeastern end of Lake Tahoe near the California and Nevada border in South Lake Tahoe, Nevada, which is within a short

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distance of a golf course and several ski resorts, and approximately 100 miles from Sacramento and 185 miles from the San Francisco Bay area. The Tahoe Horizon encompasses approximately 43,000 square feet of casino space, with 539 hotel rooms and suites in two towers offering lake, mountain and forest views, 712 slot machines and 32 table games, including poker. Approximately 95% of the slot machines in the casino feature “ticket-in, ticket-out” technology. The facility offers parking for 1,396 vehicles.

The Tahoe Horizon also features:

•  South Lake Tahoe’s largest outdoor pool;

•  an eight-screen movie theater;

•  four restaurants;

•  two entertainment venues featuring Las Vegas-style shows, comedy performances, live music and dancing;

•  GameWorld, a game arcade for adults and children; and

•  approximately 11,000 square feet of full-service meeting and convention space.

Since the acquisition of Tahoe Horizon in 1990 for $19.0 million, we extensively remodeled the facility in 1991 and again in 1999. As part of these efforts, we constructed a new parking structure, added new slot machines, replaced carpets and wallpaper and renovated the suites at the facility. Since 1999, capital expenditures on the property have been directed at updating slot machines, remodeling restaurants, repaving the parking structure and improving the exterior of the building. Within the South Lake Tahoe gaming market, the Tahoe Horizon targets the value-conscious customer and mid-level game player.

The Tahoe Horizon leases its land and parking garage from Park Cattle under two separate leases. Under the terms of the leases, rent is set at the greater of the base rent, which is currently $3,661,932 per year, subject to annual adjustment to reflect increases in the Consumer Price Index, or 5% of Tahoe Horizon’s net gaming revenues, increasing to 6% in 2015. The Park Cattle leases expire in 2040. For 2005 and 2006, rent was $3.5 million and $3.54 million, respectively.

The South Lake Tahoe market offers a wide variety of non-gaming attractions, including boating and related water sports, golf, hiking, mountain biking and several ski resorts.

MontBleu Resort Casino and Spa.  The MontBleu is situated on approximately 21 acres of land in South Lake Tahoe, Nevada, immediately adjacent to the Tahoe Horizon. The facility is a 17-story “Y”-shaped hotel tower offering 440 hotel rooms and 40,585 square feet of casino space that houses 638 slot machines, 52 table games, and a new poker room. The facility also offers parking for 1,547 vehicles.

The MontBleu also features:

•  four distinctive restaurants, including a steakhouse, a Eurasian-themed restaurant and lounge, and a buffet;

•  a 1,500-seat auditorium;

•  a shopping galleria;

•  a nightclub targeted to younger visitors; and

•  13,899 square feet of meeting and convention space.

Tropicana Casinos and Resorts purchased the MontBleu, which was formerly named the Caesars Tahoe, in June 2005 for $47.2 million. Tropicana Casinos and Resorts contributed the property to Tropicana Entertainment in the corporate reorganization. During the fourth quarter of 2005, we commenced a $21.0 million makeover of the MontBleu, which encompassed remodeling the common areas of the property, including the lobby, restaurants and onsite nightclub, and simultaneously re-branded the property. The goal of this renovation was to create an interior design meant to appeal to a younger clientele by offering more entertainment options and amenities, including night clubs and lounges.

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In conjunction with the physical renovation, we developed a marketing strategy for the MontBleu under its new theme. The renovation was completed in the summer of 2006 and the MontBleu made its grand opening during Memorial Day weekend. The MontBleu is also subject to a lease agreement with Park Cattle that covers the land on which the MontBleu is situated and the facility in which it operates. Under the terms of the lease, the rent is currently set at $474,842 per month, subject to annual adjustment to reflect increases in the Consumer Price Index. The lease is scheduled to expire in 2028 and we have an option to renew for an additional 25 years.

Lighthouse Point Casino.  The Lighthouse Point Casino is a 210-foot riverboat operation located in Greenville, Mississippi. Tropicana Entertainment holds a 79% voting interest and an 84% economic interest in Greenville Riverboat, which operates the Lighthouse Point Casino. Rainbow, an unrelated party, holds a 20% voting interest and a 15% economic interest in Greenville Riverboat. The remaining 1% voting interest is held by Mr. William Yung. Greenville Riverboat is not a guarantor of the outstanding notes and will not be a guarantor of the exchange notes, however it is subject to the restrictive covenants contained in the indenture. Tropicana Entertainment’s wholly-owned subsidiary St. Louis Riverboat Entertainment, the owner of the vessel in which the Lighthouse Point Casino conducts its operations, is a guarantor of the outstanding notes, the senior secured credit facility and will be a guarantor of the exchange notes.

The Lighthouse Point Casino riverboat features an approximately 22,000-square-foot, three-floor casino housing 725 slot machines and nine table games. The property also features a 386-space parking facility.

The Lighthouse Point Casino leases approximately four acres of land from the Greenville Marine Corporation, an unrelated party, on which the docking, entry and parking facilities of the casino are situated. Under the terms of the lease, the Lighthouse Point Casino is required to pay an amount equal to 2% of its monthly gross gaming revenue in rent, with a minimum monthly payment of $75,000. In addition, in any given year in which the Lighthouse Point Casino’s annual gross gaming revenue exceeds $36,575,000, it is required to pay 8% of the excess amount in rent under the lease. The current lease expires in 2009 and contains an option enabling the Lighthouse Point Casino to extend its term through 2044.

Greenville is approximately 90 miles north of Vicksburg, Mississippi. We currently operate the only two casinos within the Greenville gaming market, although Mr. William Yung does not hold an economic interest in the Jubilee Casino or play any role in its management or affairs. The Jubilee Casino is managed by Mr. William Yung’s children. These properties share, almost equally, the market’s available gaming revenues.

Bayou Caddy’s Jubilee Casino.  The Jubilee Casino is a 240-foot riverboat located in Greenville, Mississippi. The Jubilee Casino is owned and operated by JMBS Casino, one of the affiliate guarantors. Mr. William Yung does not hold an economic interest in the Jubilee Casino and plays no role in its management or affairs. The Jubilee Casino is managed by Mr. William Yung’s children. The riverboat features an approximately 28,500-square-foot casino housing 712 slot machines and 13 table games. The property has parking capacity to accommodate 512 vehicles. JMBS Casino also owns and operates the Greenville Inn & Suites, a hotel located less than one mile from the Jubilee Casino, offering 39 suites and free shuttle service to and from the Jubilee Casino.

JMBS Casino is a party to three leases for the docking, entry, and parking facilities at the Jubilee Casino. The lease for dockage rights for the riverboat extends through 2010 and requires monthly rent payments of $32,000. On November 7, 2006, JMBS Casino entered into a lease agreement with the city of Greenville with respect to the same dockage rights governed by the existing lease. The terms of the new lease will be effective beginning in September 2010 through August 2040, and will require monthly rent payments of $62,500. Under the terms of the new lease, JMBS Casino is required to make repairs or improvements in a minimum amount of $200,000 to the waterfront parking lot owned by the city of Greenville, which is adjacent to the casino property. In exchange, the city of Greenville has agreed, for the duration of the lease agreement, to refrain from allowing any other gaming or related activities to be conducted on any property owned or leased by the city within the city of Greenville. A second lease for dockage rights and riverfront property covers a second barge, which was assigned to JMBS Casino by the prior owner of the Jubilee Casino upon JMBS Casino’s acquisition of the property. This second lease

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extends through 2008 and JMBS has renewal options to extend the term through 2017. The agreement requires monthly rental payments of $30,000 plus 5.0% of net pre-tax profits up to $4.0 million, subject to adjustments to reflect increases in the Consumer Price Index. A third lease for docking and entry rights expires in 2013 and requires monthly payments of $1,000.

Vicksburg Horizon Casino.  The Vicksburg Horizon is a 297-foot multi-level antebellum-style riverboat located in downtown Vicksburg, Mississippi. The Vicksburg Horizon is owned and operated by CP Vicksburg, one of the affiliate guarantors. The riverboat casino features 20,909 square feet of gaming space on three levels, with 696 slot machines and 19 table games. The property also includes a hotel with 117 guest rooms.

The Vicksburg Horizon also features:

•  two restaurants;

•  a sports bar; and

•  two covered parking garages and an additional parking lot with free valet service, providing customers with a total of 889 parking spaces.

CP Vicksburg has a lease agreement with the city of Vicksburg, which sets forth the terms under which CP Vicksburg was permitted to develop the Vicksburg Horizon and provides for ongoing payments to the city. The lease agreement expires in 2033. Amounts required to be paid to the city include (i) a fixed annual payment of $576,000, subject to adjustment to reflect increases in the Consumer Price Index, payable in monthly installments, and (ii) 1.5% of the net operating revenue produced by the property (defined in the lease agreement to include revenues deriving primarily from gaming, food and beverages), which is also payable monthly. Columbia Sussex has provided a guarantee of CP Vicksburg’s obligations under the lease agreement.

The Mississippi River Counties market, in which the Vicksburg Horizon operates, consists of six dockside gaming facilities that, in the aggregate, generated gaming revenues of approximately $1.6 billion in 2005. We believe the Vicksburg market attracts customers primarily from western and central Mississippi and eastern Louisiana.

Recently Acquired Properties

Tropicana Resort and Casino — Atlantic City.  The Tropicana Atlantic City encompasses approximately 14 acres of land, with approximately 660 feet of ocean frontage along the Atlantic City boardwalk. The Tropicana Atlantic City features 2,129 hotel rooms and suites, the most rooms offered by any gaming property in this market, and 147,248 square feet of casino space, with 3,480 slot machines and 209 table games. This facility has parking facilities to accommodate 5,477 vehicles.

The property also features:

•  The Quarter, a 200,000-square-foot Las Vegas-style indoor dining, entertainment and retail center with a Havana-inspired theme, which includes nine restaurants, five entertainment facilities and 26 retail outlets;

•  a 2,000-seat theatrical showroom;

•  approximately 99,000 square feet of meeting, convention and banquet space;

•  three gourmet restaurants and several mid-price range restaurants; and

•  additional amenities including indoor and outdoor swimming pools, tennis courts, a health and fitness club and a jogging track.

In November 2004, Aztar completed a $285.0 million expansion of the Tropicana Atlantic City, which transformed the property with the addition of 502 hotel rooms, 20,000 square feet of meeting space, 2,400

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parking spaces, and The Quarter, a 200,000-square-foot Las Vegas-style entertainment venue and the project’s centerpiece, featuring a new restaurant and retail complex.

In December 2005, Aztar began development of a three-phase master plan for the Tropicana Atlantic City. We intend to proceed with the master plan developed by Aztar to enhance the Tropicana Atlantic City by refurbishing its casino floors and hotel towers so that they are similar in quality and appearance to The Quarter, which we expect will cost approximately $55.0 million. During phase one of the project, Aztar made enhancements to the north tower hotel rooms and certain non-gaming amenities, which phase was completed during the fourth quarter of 2006. During phase two of the project, we refurbished half of the casino floor and the south tower hotel rooms, which phase was completed during the second quarter of 2007. In phase three of the project, we will refurbish the other half of the casino floor and two restaurants at the property. We expect to complete the third phase in the first quarter of 2008.

The Atlantic City gaming market has historically demonstrated continued growth despite the emergence of new legalized gaming jurisdictions in the northeastern United States and is the second largest commercial gaming market in the United States. The primary target market for Tropicana Atlantic City is the area consisting of New Jersey, New York and Pennsylvania. According to the U.S. Census Bureau’s 2005 data, there are approximately 18.8 million people living in the tri-state areas.

Tropicana Express Hotel and Casino.  The Tropicana Express is located on an approximately 31 acre site in Laughlin, Nevada and is in close proximity to our River Palms property. Laughlin is situated on the Colorado River in southern Nevada. The Tropicana Express features a Victorian-era railroad theme, which includes a novelty train that carries guests between the parking areas and the casino hotel. The property has 1,495 guest rooms and 53,680 square feet of casino space, with 1,075 slot machines and 39 table games. The facility also has parking accommodations for 2,253 vehicles.

The Tropicana Express also features:

•  five restaurants;

•  several lounges, including an entertainment lounge and a premium lounge for high-end players;

•  a train-shaped, heated outdoor swimming pool and attached spa; and

•  special events and retail space.

We are nearing completion of an approximately $11.0 million program to renovate the hotel rooms at the Tropicana Express. We expect the renovation to be completed in 2007.

Casino Aztar Evansville.  The Casino Aztar Evansville, located on the Ohio river, was the first gaming facility to open in Indiana. The existing facility encompasses approximately eight-and-a-half acres and contains approximately 38,360 square feet of casino space, with 1,132 slot machines and 52 table games. Casino Aztar Evansville features two hotels boasting an aggregate of 346 guest rooms, an executive conference center and parking for 2,100 vehicles. The casino riverboat is certified to carry 2,700 passengers and a crew of 300. The 44,000-square-foot pavilion adjacent to the riverboat contains passenger ticketing and pre-boarding facilities.

The pavilion also features:

•  four restaurants;

•  an entertainment lounge;

•  a gift shop; and

•  a full-service Starbucks café.

Casino Aztar Evansville leases approximately four-and-a-half acres from the City of Evansville and owns the remaining four acres. The Casino Aztar Evansville recently completed a $32.6 million expansion that includes a 96-room boutique hotel (the first of its kind in Evansville) located on seven acres of land owned by Aztar, a multi-venue dining and entertainment complex, improvements to an existing park and

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the infrastructure required to support the expansion project. The new dining and entertainment complex opened in November 2006 and the new boutique hotel opened in December 2006.

The Casino Aztar Evansville is located in metropolitan Evansville. The closest competing casino property is approximately 90 miles from the Casino Aztar Evansville.

The Indiana General Assembly passed legislation that went into effect on August 1, 2002 allowing “flexible boarding,” which increased the accessibility of the Casino Aztar Evansville by eliminating the requirement that it maintain formal cruise schedules. The new legislation also incorporated a progressive wagering tax schedule and a change in admissions tax to $3.00 per entry from $3.00 per person per cruise. The progressive wagering tax schedule begins at 15% of casino revenue and rises to 20%, 25%, 30% and 35% based on incremental casino revenue as measured during the state’s fiscal year (July 1 through June 30).

Tropicana Resort and Casino — Las Vegas.  The Tropicana Las Vegas is located on an approximately 34-acre parcel on the “Strip” in Las Vegas, Nevada. Together with the MGM Grand, the Excalibur Hotel and Casino, the Luxor, the Monte Carlo Resort and Casino and New York-New York Hotel and Casino, the Tropicana Las Vegas is located at the intersection known as the “Four Corners” at Las Vegas Boulevard and Tropicana Avenue. We believe the property’s central location enables it to benefit from a “cluster” effect, which produces increased pedestrian traffic, visitation and gaming play.

The Tropicana Las Vegas has 1,876 hotel rooms and suites and 60,727 square feet of casino space, with 994 slot machines and 35 table games. The facility also has parking to accommodate 2,388 vehicles.

Tropicana Las Vegas also features:

•  three outdoor pools and one of the world’s largest indoor/outdoor swimming pools;

•  a five-acre water oasis and tropical garden;

•  approximately 106,358 square feet of convention and exhibit space;

•  seven restaurants; and

•  the Folies Bergere, the longest-running production show in Las Vegas.

The Tropicana Las Vegas draws customers from the Las Vegas metropolitan area, Southern California, throughout the United States and abroad. The outstanding notes are not, and the exchange notes will not be, guaranteed by the subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas.

Competition and Information About Gaming Markets

Set forth below is information concerning the competitive conditions in the markets in which we operate, as well as selected information concerning our position in those markets.

South Lake Tahoe, Nevada

Tahoe Horizon and the MontBleu are located in the South Lake Tahoe market, which draws the majority of its visitors from the northern and central California metropolitan areas, including Sacramento and the San Francisco Bay area. The South Lake Tahoe market is concentrated on the southeastern edge of Lake Tahoe on the California and Nevada border in Stateline, Nevada, which is approximately 100 miles from Sacramento and 185 miles from the San Francisco Bay area.

Four other casinos compete with our properties in South Lake Tahoe: Harrah’s Lake Tahoe Hotel and Casino, Bill’s Casino Lake Tahoe, Harveys Lake Tahoe Casino and Resort and Lakeside Inn. Harrah’s, Bill’s and Harveys are all owned and operated by Harrah’s Entertainment, Inc., and Lakeside is a small privately owned operation. In terms of casino square footage, the number of slots, game tables, and restaurants, and the amount of convention space, our properties rank in the third and fourth places after Harrah’s and Harveys. The MontBleu closely trails Harveys in the number of slot machines offered. With

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respect to the number of hotel rooms and suites featured, Tahoe Horizon ranks second in the South Lake Tahoe market.

We believe recent South Lake Tahoe market trends can be attributed to two factors: limited air transportation to Lake Tahoe and competition from California’s Native American gaming facilities. Currently, there is neither commercial nor regularly scheduled charter airline service into the Lake Tahoe airport. The Reno-Tahoe airport, which is 60 miles from South Lake Tahoe, presently serves as the area’s primary access point for visitors from outside the region. The lack of incoming air traffic, combined with overall market pressures, have depressed the performance of the South Lake Tahoe gaming market.

We believe that gaming revenues may be even more directly affected by the recent proliferation of Native American gaming in northern California. Native American casinos, including the Cache Creek in Brooks, Jackson Ranchero in Jackson, and the Thunder Valley Casino in Auburn, likely attract would-be South Lake Tahoe visitors from northern California. Despite increased competition from the Native American casinos for the “weekday gambler,” we believe that the South Lake Tahoe market continues to offer broader and more varied hotel accommodations and non-gaming entertainment features and amenities than the Native American casinos in northern California.

The Tahoe Regional Planning Agency is a governmental group charged with overseeing all significant building modifications or development in the Lake Tahoe region. The agency may present a significant barrier to future casino and hotel development in the South Lake Tahoe market due to its environmentally conscious focus, as shown by its “Triple Bottom Line” approach to growth in the area, which takes three criteria into equal consideration in assessing proposed development in the Lake Tahoe region: the environment, the economy and the community’s quality of life. According to publicly available policy statements issued by the agency, decisions affecting Lake Tahoe must enhance all three in order to protect Lake Tahoe for this and future generations.

Laughlin, Nevada

There are nine casino hotels in Laughlin competing with our River Palms and Tropicana Express properties. The River Palms has the second largest casino by square footage in the Laughlin market and offers, along with the Flamingo Laughlin, the greatest number of restaurants and lounges in the Laughlin market. However, the majority of the other casino hotels in the Laughlin gaming market feature more slots, game tables and hotel rooms than the River Palms does. More importantly, in recent months, the River Palms and the Tropicana Express have experienced intense competition from competing properties in the market that were recently acquired and renovated. The companies that own these competing properties seek to gain market share. This increased competition has exerted pressure on revenue levels at our properties in Laughlin and we have consequently been compelled to increase promotional expenditures in that market.

Although there has been recent population growth in the Arizona and southern California regions surrounding Laughlin, Native American gaming has entered the regional gaming market, thereby reducing the potential benefit of the population increase. Native American gaming sites around the Phoenix and, to a lesser extent, Palm Springs areas present competition for the drive-in customer base that has historically been attracted to Laughlin. Laughlin casinos also compete with the casinos in Las Vegas and those on I-15 (the principal highway between Las Vegas and southern California) near the California-Nevada state line. The expansion of hotel and casino capacity in Las Vegas in recent years and the growth of Native American casinos in central Arizona and southern California have had an adverse impact on the Laughlin market.

Baton Rouge, Louisiana

The Baton Rouge gaming market is currently comprised of two casinos: our property and Casino Rouge, which is owned by Penn National. The two properties are located in close proximity to each other, with Casino Rouge located north of downtown Baton Rouge and our property situated in the downtown historic district across from the Baton Rouge convention center. We directly compete with Casino Rouge in the Baton Rouge market.

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The Baton Rouge gaming market faces competition from land-based and riverboat casinos throughout Louisiana and on the Mississippi Gulf coast, casinos on Native American lands and from non-casino gaming opportunities within Louisiana. Due to Hurricanes Katrina and Rita, we saw a temporary decline in competition from the well-developed gaming market in the New Orleans area, which is approximately 75 miles from Baton Rouge, although this trend has begun to level off as casinos in the New Orleans area have reopened. The two closest Native American casinos are land-based facilities located approximately 45 miles southwest and approximately 65 miles northwest of Baton Rouge. In addition, the Belle of Baton Rouge faces competition from a racetrack located approximately 55 miles from Baton Rouge that began operating approximately 1,500 gaming machines in December 2003. The Belle of Baton Rouge also faces competition from the truck stop gaming facilities located in certain surrounding parishes, each of which are authorized to operate up to 50 video poker machines.

In addition, on November 9, 2006, Pinnacle announced that it acquired from Harrah’s certain entities that own gaming assets located in Lake Charles, Louisiana and related gaming licenses. On September 18, 2007, Pinnacle received approval from the Louisiana Gaming Control Board to utilize one of the acquired gaming licenses in Baton Rouge as part of its plan to develop a casino resort in that market. According to public reports issued by Pinnacle, this casino development, which would be situated on land in East Baton Rouge Parish, is intended to be built in phases and is ultimately expected to include, among other amenities, a single-level casino, several entertainment and dining options, a 300-guestroom hotel, a golf course, a residential district and a retail district. Pinnacle’s contemplated Baton Rouge project is subject to various approvals including a favorable vote in a local-option referendum in East Baton Rouge Parish with respect to the development proposal, which referendum is expected to be voted on in 2008. If Pinnacle succeeds in developing a casino resort in the Baton Rouge market, it is likely to compete directly with the Belle of Baton Rouge and could adversely affect the latter’s results of operations.

Greenville, Mississippi

Our Lighthouse Point Casino and Jubilee Casino are both located in Greenville, Mississippi on the Mississippi River between Vicksburg and Tunica, Mississippi, approximately 130 miles from Jackson, Mississippi, 150 miles from Little Rock, Arkansas, and 150 miles from Memphis, Tennessee. We believe that the Greenville market attracts customers primarily from the local area. Our properties are currently the only two casinos in the Greenville gaming market.

However, Southwest Gaming LLC has broken ground on its planned single-level dockside casino facility in Greenville, which, upon its completion, is likely to draw customers from Lighthouse Point Casino and Jubilee Casino and may adversely affect their results of operations. In an effort to preserve market share, Lighthouse Point Casino and Jubilee Casino have decided to invest capital to upgrade their gaming equipment and expend additional funds to more aggressively promote themselves to prospective patrons in their market, although there can be no assurance that such expenditures will have their intended effect. Moreover, such expenditures may adversely affect Lighthouse Point Casino’s and Jubilee Casino’s results of operations.

In addition, recent capital investments in and expansion of the Tunica market have hampered revenue growth in the Greenville market. This expansion of the Tunica market has enabled it to draw customers from more distant areas, thereby limiting Greenville’s ability to attract patrons from those same areas.

Vicksburg, Mississippi

The Mississippi River Counties market consists of four dockside gaming facilities. Vicksburg is the closest gaming market to the Jackson, Mississippi metropolitan area and is located approximately 40 miles east of Vicksburg. We believe that the Vicksburg Horizon attracts customers primarily from the local area, western and central Mississippi and eastern Louisiana.

Recent capital investments in and expansion of the Tunica, Mississippi gaming market have affected revenue growth in the Vicksburg market. This expansion of the Tunica market has enabled it to draw

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customers from more distant areas, thereby limiting the Vicksburg market’s ability to attract patrons from those same areas.

Atlantic City, New Jersey

Tropicana Atlantic City competes with 11 other casinos in Atlantic City. Tropicana Atlantic City ranks third among gaming properties in its market in terms of total gaming positions, second in terms of casino footage and first in terms of hotel rooms. It also competes with two large Native American casinos in Connecticut. In 2004, Pennsylvania passed legislation to legalize slot machines at seven horse racing tracks, five independent slot parlors and two resort slot parlors. At least four of these facilities are expected to be in the greater Philadelphia area. With the first gaming facility commencing operations in Pennsylvania in late 2006, acute competitive pressures on the Tropicana Atlantic City have already arisen. These pressures are expected to continue.

The Borgata Hotel, Casino and Spa, a joint venture between Boyd Gaming and MGM Mirage, opened in July 2003, in Atlantic City’s Marina District. The Borgata was the first casino to open in Atlantic City since April 1990, although many of the existing casinos have increased their gaming capacities and a few casino hotels have had major expansions. On June 30, 2006, the Borgata unveiled the first part of its $200.0 million expansion project, which reportedly included three new gourmet restaurants, an additional 36,120 square feet of casino floor space and a new race book. Other companies have also announced intentions to open new casino hotels or expand or refurbish existing properties in Atlantic City in the future. For example, Revel Entertainment Group has announced a two-phase plan to develop a $2.0 billion casino hotel project in Atlantic City. The property, which is tentatively scheduled to open in 2011, is expected to feature nearly 4,000 guestrooms and various retail and entertainment attractions. In addition, Pinnacle and MGM Mirage have recently unveiled plans to build new upscale casino resorts in the Atlantic City market.

The Atlantic City market also faces existing and future competition from the growing Native American casinos in Connecticut and the possibility of competition from the potential legalization of various forms of casino gaming in Delaware, Maryland and New York. In addition, New Jersey has considered allowing a limited number of video lottery terminals at the Meadowlands race track in northern New Jersey and slot machines have been added to race tracks in Delaware, West Virginia and New York.

Las Vegas, Nevada

Tropicana Las Vegas operates in the intensely competitive Las Vegas market. In April 2005, Wynn Resorts opened Wynn Las Vegas, the first new resort to open on the “Strip” since Mandalay Bay opened in March 1999. In addition, a number of other competitors plan to introduce new development on the “Strip,” including Sands’ expansion, named the “Palazzo,” which will be located adjacent to its Venetian Resort and Casino. Wynn Resorts has begun construction on its latest full-scale resort project named “Encore,” which will be located adjacent to the Wynn Las Vegas. Boyd Gaming has razed its Stardust Resort and Casino in order to replace it with a casino, hotel and shopping complex called “Echelon Place.” Likewise, MGM Mirage has begun construction on a development project named “City Center,” which is expected to include 2,800 condominiums and a 4,000-room casino hotel connected to a major shopping mall. In addition, several casino hotels have opened or have been expanded in other parts of Las Vegas or near Las Vegas. These projects will add additional rooms and casino capacity to the Las Vegas market.

While Tropicana Las Vegas currently competes most directly with the numerous major casino hotels, and a number of smaller casinos, located on or near the Las Vegas “Strip,” it also competes with a dozen major casino hotels located in downtown Las Vegas, and other casino hotels elsewhere in the Las Vegas area. To a lesser extent, the Las Vegas gaming market competes with casino and hotel properties in other parts of Nevada, including Laughlin, Reno and along I-15 (the principal highway between Las Vegas and southern California) near the California-Nevada state line. The Las Vegas gaming market also competes with Native American casinos in southern California (the principal source of business for Las Vegas casinos) and central Arizona and, to a lesser extent, with casinos in other parts of the country.

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We expect that the introduction of added capacity to the Las Vegas gaming market, especially among mega-casinos on the “Strip,” as well as added pressure from other markets, will further elevate the existing acute competition faced by the Tropicana Las Vegas.

Evansville, Indiana

Casino Aztar Evansville competes primarily in its 50-mile radius market area with an Indiana riverboat casino in the Louisville, Kentucky market area and a riverboat casino in Metropolis, Illinois. It also indirectly competes with the Belterra Casino Resort, a riverboat casino in Switzerland County, Indiana. In addition, Casino Aztar Evansville competes with other Indiana riverboat casinos on the Ohio River in the Cincinnati, Ohio market area and in other Indiana locations, none of which are in its primary 50-mile radius market area.

In addition, Casino Aztar Evansville has faced competition from the issuance of the eleventh Indiana riverboat license, which was awarded during 2005 to Blue Sky Casino, LLC for development in the West Baden area. Although the new riverboat, the first phase of which opened in November 2006 under the name French Lick Springs Resort and Casino, is outside of Casino Aztar Evansville’s 50-mile radius market area, it has nevertheless exerted direct and measurable competitive pressure on Casino Aztar Evansville.

Casino Aztar Evansville also competes with a pari-mutuel racing facility in Evansville. Moreover, there is also the potential for the legalization of casino gaming in Kentucky, which would further increase the competition faced by the Evansville facility.

Marketing; Proprietary Database

We have developed an extensive proprietary database containing information concerning our customers and aspects of their casino gaming play. Currently, our player tracking system allows us to track our members’ gaming preferences, maximum, minimum and total amount wagered and frequency of visits. We use this information for marketing purposes, including direct mail campaigns. We have also developed programs to reward loyal customers with points that can be redeemed for awards at our casinos. In addition, we plan to develop joint programs whereby guests of our casinos can receive discounts on stays at Columbia Sussex hotel properties.

We also use the information collected in our database to create and deploy targeted promotional programs, such as merchandise giveaways, game tournaments and other special events. These promotional programs are designed to reward customer loyalty and maintain high recognition of our casinos in their target markets. We believe we have effectively used our database to encourage repeat visits, increase customers’ lengths of stay and improve our operating results. In addition, we intend to pool our customer database and share a centralized marketing platform with Columbia Sussex to develop direct marketing campaigns targeting a broader group of prospective customers and to more effectively promote cross-marketing programs.

We place significant emphasis on attracting local residents and seek to maintain a strong local identity in each market in which we operate by initiating and supporting community and special events. On occasion, we also use broadcast media to attract customers to our properties.

We believe the Aztar Acquisition provides us, together with Columbia Sussex, with additional cross-selling opportunities among more than 80 hotel and casino properties. The expanded customer base that is available to us as a result of the Aztar Acquisition will enable us to develop new cross-marketing initiatives, such as a uniform player rewards program linking multiple gaming properties throughout the United States. In addition, we plan to re-brand several of our gaming properties, including the Tahoe Horizon and the River Palms. We believe this will help to develop a strong, recognizable brand identity for our properties.

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Employees

The following is a summary of our employees, some of whom are employed on a part-time basis, at our existing properties and at our corporate headquarters as of September 30, 2007:

As of September 30, 2007, Tropicana Entertainment and its subsidiaries (including the Lighthouse Point Casino, in which Tropicana Entertainment indirectly holds a 79% voting interest and an 84% economic interest) employed approximately 12,000 people, of which approximately 7,400 were employees of the recently acquired Aztar and its subsidiaries. In addition, during busier months, certain of Tropicana Entertainment’s casino properties supplement their permanent staffs with seasonal employees.

The majority of Tropicana Entertainment’s employees are not employed pursuant to collective bargaining or other union arrangements. Six of our employees at the MontBleu are employed pursuant to a union agreement, which expires on June 30, 2009. 377 of our employees at the Belle of Baton Rouge are employed pursuant to two union agreements, one of which covers the boat crew and expires on December 31, 2007, and the other covers the hotel, food and beverage, maintenance, cage and slot technology employees and expires in June 2010.

Approximately 2,400 employees of the recently acquired Aztar and its subsidiaries are represented by unions, including certain employees at Tropicana Atlantic City and Tropicana Las Vegas. Tropicana Atlantic City is a party to the following union contracts: the slot attendants are covered by a contract with the Teamsters Local 331 union that expires on September 30, 2008; the hotel, food and beverage employees are covered by a contract with the HERE Local 54 union that expires on September 14, 2009; the maintenance employees are covered by a contract with the Operating Engineers Local 68 union that expires on May 30, 2011; and the stage technicians are covered by a contract with the International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists and Allied Crafts of the United States, its Territories and Canada Local No. 917 union, which has been extended indefinitely. In addition, we note that the approximately 950 full-time and part-time table games dealers and race book writers employed by the Tropicana Atlantic City voted on August 25, 2007 to be represented by the UAW in a National Labor Relations Board election. As a consequence, we are required to recognize the UAW as the representative of the table games dealers and race book writers employed by the Tropicana Atlantic City and negotiate in good faith to reach a collective bargaining agreement with it. We will soon enter into collective bargaining negotiations with the UAW and expect that the table games dealers and race book writers at the Tropicana Atlantic City will ultimately be covered by a contract with the union. The Atlantic City UAW organizing effort appears to be part of a broader UAW campaign to organize table games dealers throughout Atlantic City. So far, the UAW has won National Labor Relations Board elections at three Atlantic City casinos, and lost at two. At the three where the UAW won, there has been little progress to date toward settlement of a union contract. Moreover, the table games dealers employed by Casino Aztar Evansville have notified us of their intent to unionize. The table games dealers at Casino Aztar Evansville have also filed a petition with the National Labor Relations Board requesting a union election at which they are expected to determine whether to be to be represented by the UAW. Accordingly, it is possible that the table games dealers at Casino Aztar Evansville will ultimately be covered by a contract with the UAW.

On October 10, 2007, approximately 140 security officers employed by the Tropicana Atlantic City voted against union representation by the Security Police and Fire Professionals Association. However, the vote has not yet been certified and the Security Police and Fire Professionals Association may pursue legal challenges to the validity of the vote. Also, approximately 53 slot technicians employed by the Tropicana Atlantic City are scheduled to vote in a National Labor Relations Board election on October 22, 2007 to determine whether to be represented by the UAW. Accordingly, it is possible that either or both of these groups will ultimately be represented by unions.

The Tropicana Las Vegas is a party to the following contracts: the hotel, food and beverage employees were covered by a contract with the Culinary Local 226 union that expired on May 31, 2007, but the union and Tropicana Las Vegas have continued to perform under the terms of the contract while negotiations continue between the parties; the stage technicians were covered by a contract with the IATSE Local No. 720 union that expired on May 31, 2007, but the union and Tropicana Las Vegas have continued to

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perform under the terms of the contract while negotiations continue between the parties; approximately 4 carpenters employed by the Tropicana Las Vegas were covered by a contract that expired in 2006, but the union and Tropicana Las Vegas have agreed to continue to perform under the terms of the contract while negotiations continue between the parties; certain other employees, including front desk personnel, drivers, gardeners, and heavy equipment operators are covered by a contract with the Teamsters 995 union that expires on June 30, 2008; maintenance employees are covered by a contract with the Operating Engineers Local 501 that expires on June 30, 2009; electricians are covered by a contract with the Electrical Workers 357 union that expires on July 31, 2009; and painters are covered by a contract with the Painters Local 159 union that expires on May 31, 2010. In May 2007, Tropicana Las Vegas began negotiations with the Culinary Local 226 union and the IATSE Local No. 720 union aimed at entering into new collective bargaining agreements with each of them to replace the agreements that expired on May 31, 2007. We believe our employee relations are satisfactory.

As of September 30, 2007, CP Vicksburg, an affiliate guarantor, employed approximately 370 people, none of whom were represented by unions. CP Vicksburg believes that its employee relations are satisfactory.

As of September 30, 2007, JMBS Casino, an affiliate guarantor, employed approximately 230 people, none of whom were represented by unions. JMBS Casino believes that its employee relations are satisfactory.

Trademarks

We own a number of trademarks registered with the U.S. Patent and Trademark Office, or U.S. PTO, including, but not limited to, “Belle of Baton Rouge,” “Lake Tahoe Horizon, “River Palms” and “Horizon.” We also have a number of trademark applications pending with the U.S. PTO.

In addition, Tropicana Entertainment’s subsidiary Aztar uses a variety of trade names, service marks and trademarks and we believe that it has all the licenses necessary to conduct its business. Aztar has registered several service marks and trademarks with the U.S. PTO or otherwise acquired the licenses to use those which are material to the conduct of its business. For example, Aztar has registered the following important trademarks or service marks: “Aztar,” “Casino Aztar,” “Trop,” “Tropicana,” “Trop Park,” and “The Island of Las Vegas.”

Facilities

General.  Our newly constructed corporate headquarters, which we share with Columbia Sussex, are located at 740 Centre View Blvd., Crestview Hills, Kentucky 41017. We commenced occupancy of our new headquarters in October 2007. In addition to the following, we own or lease certain facilities which are not material to our operations. Substantially all land, casino hotel buildings, casino riverboats, pavilions, furnishings and equipment owned by us or acquired by us pursuant to the Aztar Acquisition have been pledged as collateral under the senior secured credit facility or the Las Vegas secured loan.

Owned properties.  We wholly own the approximately 14-acre site on which the Tropicana Atlantic City is located, the approximately 31-acre site on which the Tropicana Express is located, the approximately 34-acre site on which the Tropicana Las Vegas is located and the riverboat in which Casino Aztar Evansville conducts its operations. In addition, we own the riverboats on which the Lighthouse Point Casino, Belle of Baton Rouge, Vicksburg Horizon and Jubilee Casino operate, as well as the 35 acres of land on which, and the facility in which, the River Palms operates.

Properties leased from unrelated third parties.  Tropicana Entertainment’s subsidiary Aztar is a party to a lease with respect to its former corporate headquarters located in Phoenix, Arizona. The lease has a term extending through December 31, 2008, with monthly rental payments of $35,000.

Casino Aztar Evansville operates on an eight-and-half acre site next to the Ohio River in downtown Evansville, Indiana. Approximately four-and-half acres are leased from the city of Evansville. Aztar owns the remaining four acres. Aztar’s lease with the city of Evansville was entered into in 1995 for an initial

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term of ten years, with Aztar entitled to exercise up to three five-year renewal options. In July 2005, Aztar exercised the first of its three renewal options to extend the lease term through November 2010. Aztar also modified the lease to add four additional five-year renewal options that give it the ability to continue the lease through November 30, 2040. Under the terms of the lease renewal, the city of Evansville will provide Aztar with $1.00 of credit against its rent for each $2.50 of development capital expenditures up to $25.0 million that Aztar makes.

The Tahoe Horizon leases the land for its hotel casino and its parking garage from Park Cattle under two separate leases. Under the terms of the leases, rent is equal to the greater of the base rent, which is currently $3.7 million per year, subject to annual adjustment to reflect increases in the Consumer Price Index, or 5% of Tahoe Horizon’s net gaming revenues (which percentage will increase to 6% in 2015). The Park Cattle leases expire in 2040.

We also have a lease agreement with Park Cattle with respect to the land on which, and the building in which, the MontBleu operates. Under the terms of the lease, rent is set at $474,842 per month, subject to annual adjustment to reflect increases in the Consumer Price Index. The lease is scheduled to expire in 2028 but gives us the right to exercise a renewal option which would extend the term of the lease for an additional 25 years.

The Belle of Baton Rouge leases the land and buildings which comprise its hotel properties under three separate leases. It has two leases with Cohn Realty Co. (an unrelated party), both of which extend through 2013, but which we have the option to extend for up to an additional 70 years. The Belle of Baton Rouge has a third lease with Rosenthal and Associates (an unrelated party), which extends through 2012, but which we have the option to extend for up to an additional 70 years. The three leases require fixed monthly payments in an aggregate amount of $22,000, subject to adjustment every five years to reflect increases in the Consumer Price Index.

The Lighthouse Point Casino leases approximately four acres of land from the Greenville Marine Corporation (an unrelated party), on which the docking, entry and parking facilities of the casino are situated. The Lighthouse Point Casino is required to pay an amount equal to 2% of its monthly gross gaming revenue in rent, with a minimum monthly payment of $75,000. In addition, in any given year in which annual gross gaming revenues exceed $36,575,000, the Lighthouse Point Casino is required to pay 8% of the excess amount as rent to Greenville Marine Corporation pursuant to the terms of the lease. The current lease expires in 2009 and gives us the option to extend its term through 2044.

CP Vicksburg has a lease agreement with the city of Vicksburg, which permitted the development of the Vicksburg Horizon and provides for ongoing payments to the city. The lease agreement expires in 2033. Amounts required to be paid to the city include (i) a fixed annual payment of $576,000, subject to adjustment to reflect increases in the Consumer Price Index, payable in monthly installments, and (ii) 1.5% of the net operating revenue produced by the property (defined in the lease agreement to include revenues derived primarily from gaming, food and beverages), which is also payable monthly. Columbia Sussex guarantees CP Vicksburg’s obligations under the lease agreement.

JMBS Casino is a party to three leases for the docking, entry, and parking facilities at the Jubilee Casino. The lease for dockage rights for the riverboat extends through 2010 and requires monthly rent payments of $35,000. On November 7, 2006, JMBS Casino entered into a lease agreement with the city of Greenville with respect to the same dockage rights governed by the existing lease. The terms of the new lease, which will be effective beginning in September 2010 and will extend through August 2040, will require monthly rent payments of $62,000. Under the terms of the new lease, JMBS Casino is required to make repairs or improvements in a minimum amount of $200,000 to the waterfront parking lot owned by the city of Greenville, which is adjacent to the casino property. In exchange, the city of Greenville has agreed, for the duration of the lease agreement, to refrain from allowing any other gaming or related activities to be conducted on any property owned or leased by the city within the city of Greenville. A second lease for dockage rights and riverfront property covers a second barge, which was assigned to JMBS Casino by the prior owner of the Jubilee Casino upon JMBS Casino’s acquisition of the property. This second lease extends through 2008, and JMBS has renewal options to extend the term through 2017. The

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agreement requires monthly rental payments of $30,000 plus 5.0% of net pre-tax profits up to $4.0 million, subject to adjustments to reflect increases in the Consumer Price Index. A third lease for docking and entry expires in 2013 and requires monthly payments of $1,000.

Properties leased from affiliates.  Tropicana Entertainment’s subsidiary St. Louis Riverboat Entertainment owns the riverboat that makes up part of the Lighthouse Point Casino complex. Greenville Riverboat entered into a charter party agreement with St. Louis Riverboat Entertainment on January 20, 1995 to lease the riverboat for a term of five years ending in January 2009, which Greenville Riverboat has the option to renew for two additional five-year terms. The monthly rent is $79,000 plus applicable taxes.

Realty, one of the affiliate guarantors, owns the real estate on which, and the facility in which, the River Palms operates. A subsidiary of Tropicana Entertainment has a lease with Realty for the property, with a term extending through September 30, 2018. Rent is $425,000 per month under the lease.

Legal Proceedings

In the normal course of business, we are party to various lawsuits, legal proceedings and claims arising out of our respective businesses. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we do not believe that the outcome of any currently existing proceeding, even if determined adversely, would have a material adverse effect on our business, financial condition or results of operations.

Litigation matters relating to our leases for the Tahoe Horizon

In October 2005, Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent, received a default notice from Park Cattle, the landlord for the two ground leases for our Tahoe Horizon property, arising from Tropicana Casinos and Resorts’ alleged failure to maintain the Tahoe Horizon hotel and casino facilities as required by the leases. In response to this default notice, Tropicana Casinos and Resorts filed a Complaint for Declaratory Relief, Injunctive Relief and Damages in the Ninth Judicial District Court in Douglas County, Nevada seeking relief from the court in the form of an order declaring that Tropicana Casinos and Resorts is not in default under the leases and enjoining Park Cattle from terminating the leases or attempting to retake the leased premises. Park Cattle filed a counterclaim seeking a declaration from the court that Tropicana Casinos and Resorts breached the leases by failing to maintain the Tahoe Horizon in a “first class condition” competitive with other casino hotels in South Lake Tahoe, and that the leases should therefore be considered terminated due to Tropicana Casinos and Resorts’ alleged failure to cure the alleged defaults. The parties attempted to settle the dispute through mediation but were not successful in doing so. Written and deposition discovery is currently ongoing. Numerous discovery disputes are in the process of being resolved and trial preparation has begun. Trial is set to begin in January 2008.

Tropicana Casinos and Resorts has operated the Tahoe Horizon on the leased premises since 1989. In 2005, Park Cattle sent Tropicana Casinos and Resorts a letter alleging that numerous structural and other deficiencies existed at the property, which was the first such complaint Park Cattle had issued since the inception of Tropicana Casinos and Resorts’ tenancy. In March 2005, Tropicana Casinos and Resorts received an extensive list of repairs and improvements that Park Cattle claimed were necessary in order to bring the Tahoe Horizon into compliance with the terms of the leases. Although Tropicana Casinos and Resorts rejects Park Cattle’s allegations that the Tahoe Horizon is not being maintained in accordance with the terms of the leases, it made and we will continue to make various repairs to the property, including repairs to the parking garage during 2005, ongoing work to replace several sections of the roof, the outer surface of the casino and the windows and outer surface of the main hotel tower. Further, since July 2005, Tropicana Casinos and Resorts has been engaged in an ongoing effort to update the property’s electrical infrastructure.

As part of the internal corporate reorganization that was executed in order to facilitate the Transactions (see “Prospectus Summary — Corporate Reorganization” and “Business — Corporate Reorganization” in this prospectus), on September 18, 2006, Tropicana Casinos and Resorts informed Park Cattle that it intended to assign the two ground leases for the Tahoe Horizon property to Tahoe Horizon, LLC, which is

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a subsidiary of Tropicana Entertainment and owns and operates the Tahoe Horizon. On November 17, 2006, as part of the existing litigation dispute regarding the Tahoe Horizon leases, Park Cattle filed a motion with the court seeking a temporary restraining order and a preliminary injunction prohibiting Tropicana Casinos and Resorts from assigning the ground leases to Tahoe Horizon, LLC. While the terms of the ground leases provide that assignments to entities controlled by Mr. William Yung, such as Tahoe Horizon, LLC, may be made without obtaining the consent of Park Cattle, Park Cattle nevertheless contended that its rights and remedies under the leases would be impaired by the assignment and that the assignment would therefore contravene the terms of the leases. On November 22, 2006, the court denied Park Cattle’s motion for a temporary restraining order and preliminary injunction, refusing to set a hearing or briefing schedule with respect to the preliminary injunction Park Cattle sought. The court ordered Tropicana Casinos and Resorts to provide it with certain financial information regarding Tropicana Casinos and Resorts and Tahoe Horizon, LLC, and to provide a schedule by which financial experts of each party could review this information. The schedule outlined by the court with respect to these matters was such that it will not impede or prevent the closing of the corporate reorganization and the Aztar Acquisition, which were completed in January 2007. However, Park Cattle was allowed to amend its counterclaim to include various allegations that the corporate reorganization and the Aztar Acquisition were completed in an effort to defraud Park Cattle. Park Cattle must obtain leave of court to file the proposed amended counterclaim. We will vigorously dispute these claims.

Although we believe that Park Cattle’s allegations regarding the maintenance of the Tahoe Horizon and the assignment of the leases are without merit, we cannot predict the outcome of the ongoing litigation. If we and Tropicana Casinos and Resorts cannot successfully defend against the default notices or reach a reasonable settlement with Park Cattle, our leases governing the two properties may be adversely affected or we may incur significant additional costs in order to address Park Cattle’s allegations. Potential adverse outcomes relating to this matter could include the unwinding of part of the internal reorganization to facilitate the Transactions, payment of significant damages sought by Park Cattle in the litigation, including attorneys’ fees and costs should Park Cattle prevail, the termination of the ground leases and the forfeiture of our casino properties located on the leased premises, or the incurrence by us of additional expenses to cure the alleged lease defaults. We are also expending significant resources in the form of legal fees to contest the allegations made by Park Cattle.

Our MontBleu property is also subject to a lease with Park Cattle. Tropicana Casinos and Resorts has not received a default notice from Park Cattle with respect to the MontBleu lease and is not currently party to any litigation with Park Cattle with respect to this lease. However, in early 2005, Tropicana Casinos and Resorts began receiving notices from Park Cattle requesting that specific repairs be made at the MontBleu property. We cannot assure you that these notices will not escalate as they have in connection with the Tahoe Horizon property or that Park Cattle will not allege defaults under the MontBleu lease. Tropicana Casinos and Resorts acquired MontBleu (which was formerly named Caesar’s Tahoe) from Harrah’s in June 2005. Under the terms of the acquisition agreement with Harrah’s, Harrah’s agreed to indemnify us in an amount not to exceed $10.0 million for capital expenditures we are required to make at the MontBleu property and has paid for certain repairs to the parking garage and roof of the property pursuant to this indemnity arrangement in an aggregate amount of $4.7 million as of October 31, 2006. However, we cannot assure you that the Harrah’s indemnity will be sufficient to cover any further expenditures that we may be required to make to the MontBleu property in response to requests from Park Cattle.

Litigation matters relating to Columbia Sussex’s previously contemplated acquisition of the President Riverboat and the ownership of an adjacent parking lot

On January 12, 2006, Tropicana Casinos and Resorts (sued under its prior name of Wimar Tahoe Corporation, but which we refer to in this description as Tropicana Casinos and Resorts) and Columbia Sussex were named as defendants in an adversary proceeding commenced by President Casinos, Inc., which we refer to as President Casinos, President Riverboat and their Official Unsecured Creditors’ Committee in the United States Bankruptcy Court for the Eastern District of Missouri, Adv. Proc. No. 06-04036. The plaintiffs are seeking damages against Columbia Sussex arising from Columbia Sussex’s alleged breach of

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an agreement to acquire the President Riverboat from President Casinos, as well as damages and injunctive relief against both Columbia Sussex and Tropicana Casinos and Resorts arising from allegedly tortious behavior concerning charges for validated parking on a lot owned by Tropicana Casinos and Resorts and located across the street from a riverboat casino operated by President Riverboat.

On March 22, 2006, Columbia Sussex and Tropicana Casinos and Resorts denied liability with respect to the claims asserted by the plaintiffs, asserted a number of affirmative defenses and asserted counterclaims against President Casinos and President Riverboat arising out of (a) the plaintiffs’ alleged breach of the agreement under which Columbia Sussex was to acquire the President Riverboat, (b) the plaintiffs’ alleged breach of a letter agreement governing the parties’ pre-litigation settlement discussions, (c) unjust enrichment, restitution, and suit on account relating to the plaintiffs’ alleged failure to make payment for validated parking in late December 2005, and (d) unjust enrichment and restitution relating to the plaintiffs’ alleged payment of below-market prices for parking since February 2006. Columbia Sussex and Tropicana Casinos and Resorts also demanded a jury trial.

On April 11, 2006, President Casinos and President Riverboat denied liability on the counterclaims, asserted affirmative defenses, and alleged that Columbia Sussex and Tropicana Casinos and Resorts had waived any right to a jury trial.

On October 16, 2006, Tropicana Casinos and Resorts and Columbia Sussex filed a motion with the U.S. District Court for the Eastern District of Missouri to withdraw the reference of the adversary proceeding to the Bankruptcy Court so that the case can be tried to a jury in the U.S. District Court. The plaintiffs opposed the withdrawal of the reference, and United States District Judge Steven Limbaugh decided on April 6, 2007 not to withdraw the reference. This decision, unless subsequently reversed or altered, may have the practical effect of preventing Tropicana Casinos and Resorts and Columbia Sussex from receiving a jury trial in this case.

On January 5, 2007, by consent order, the Official Unsecured Creditors Committee was dropped as a plaintiff and President Riverboat was replaced as a plaintiff by its parent company, President Casinos, making it the sole plaintiff in the adversary proceeding.

Discovery is ongoing in the case. Nevertheless, the parties have each filed motions for summary judgment. A pre-trial conference is scheduled to be held on October 3, 2007. No trial date has yet been established.

Tropicana Casinos and Resorts (sued under its prior name of Wimar Tahoe Corporation) was also a defendant in a state court eminent domain action relating to a parking lot across the street from the President Riverboat. That parking lot, which we refer to as the Cherrick Lot, had been acquired in anticipation of the previously contemplated acquisition of the President Riverboat itself. The eminent domain action was filed by the Land Clearance Redevelopment Authority of the City of St. Louis to take the Cherrick Lot. This case was dismissed on August 24, 2007 as a result of our sale of the Cherrick Lot to Pinnacle.

Litigation matters relating to Aztar’s October 30, 2003 garage collapse accident

On December 20, 2001, Aztar and Keating Building Corporation (which we refer to as Keating) entered into a Design-Build Construction Agreement to build a garage and hotel tower at the Tropicana Atlantic City property. On October 30, 2003, a portion of the newly constructed parking garage collapsed, ultimately resulting in five fatalities and serious injuries to over 30 people, as well as extensive damage to the facilities under construction.

On December 29, 2003, Aztar and Adamar of New Jersey, Inc., which we refer to as Adamar, were named as defendants to an action brought by Govathlay Givens, a construction worker on the site, in the Superior Court of New Jersey in Atlantic County. Between June 15, 2004 and January 18, 2006, six lawsuits were filed for damages incurred by family members as a result of the deaths of four construction workers. In addition, 35 additional personal injury complaints were filed by other plaintiffs for unspecified amounts of compensatory and punitive damages including four that were filed in October 2005. In

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December 2005, the Court concluded that settlement agreements that were entered into between ten of the plaintiffs and Liberty Mutual Insurance Company were fair and reasonable. Other companies involved with the construction of the garage were also named as defendants. They include Keating; Wimberly, Allison, Tong & Goo; SOSH Architects; DeSimone Consulting Engineers; Mid-State Filigree Systems; Site-Blauvelt Engineers; Fabi Construction, Inc.; Pro Management Group, Inc.; Liberty Mutual Insurance Co.; and Mitchell Bar Placement, Inc. Aztar disputed the allegations against it and Adamar and contested the liability aspect of them vigorously. The court handled these cases in a coordinated fashion as the Tropicana Parking Garage Collapse Litigation. On April 11, 2007, the case was settled, resolving the claims against Aztar as well as Aztar’s claims against the Contractors. Aztar’s primary liability insurer contributed to the settlement of the personal injury plaintiffs’ claims and Aztar was paid certain funds in connection with the settlement of its claims against the Contractors.

On March 30, 2004, Aztar and Adamar were named as defendants in an action in the United States District Court, District of New Jersey, brought by Zurich American Insurance Company (which we refer to as Zurich), which issued a policy of “Completed Value Builders Risk” insurance covering the construction of the garage and related improvements at the Tropicana Atlantic City. The action sought declaratory relief with respect to certain items of loss for which claims have been made by Aztar or Keating, the general contractor for the project. Specifically, the action sought a judicial declaration of the meaning and application of the insurance policy to certain property damage and delay losses. This case was settled in March 2007.

On April 21, 2004, Aztar filed an action in the Superior Court of the State of Arizona, Maricopa County, against Lexington Insurance Company (which we refer to as Lexington); U.S. Fire Insurance Company; Westchester Surplus Lines Insurance Company; Essex Insurance Company; Certain Underwriters at Lloyd’s, London; Hartford Fire Insurance Company and Zurich American Insurance Company seeking declaratory relief and damages for breach of contract under policies of insurance issued by the defendant insurers in connection with losses claimed by Aztar on account of the collapse, including losses for business interruption at the Tropicana Atlantic City due to the collapse and the resulting impairment of Aztar’s hotel, restaurant, casino and related operations there, which the defendant insurers then refused to pay in full. Aztar sought a declaration establishing its right to coverage for its business interruption losses and extra expenses incurred on account of the loss, payment of such losses and expenses, including its “loss adjustment” expenses of up to $1.0 million, its attorneys’ fees in connection with the action, and other relief that may be available. During 2005, Lexington paid its applicable policy limits and was dismissed from the action. Aztar subsequently added AXIS (Bermuda) Limited as an additional defendant. In late August 2007, the trial judge entered summary judgment in favor of the defendant insurers on the issue of business interruption. Summary judgment was granted in favor of Aztar on the issue of advertising expenses. Several issues remained to be tried and those matters were settled in July 2007 prior to trial. Aztar plans to appeal the adverse summary judgment ruling on the issue of business interruption as soon as post-trial motions are decided by the Superior Court of the State of Arizona, Maricopa County.

Shortly after paying its limits of liability to Aztar, Lexington filed a subrogation action in the Superior Court of New Jersey, Atlantic County, against Fabi Construction, Inc., Pro Management Group, Inc., and Mitchell Bar Placement, Inc. On June 15, 2005, the subrogation defendants filed a third party complaint against Aztar and others, alleging claims against Aztar for the breach of the implied covenant of good faith and fair dealing and comparative fault and seeking contribution or indemnity from Aztar for any sums that those entities are held liable to pay to Lexington. This matter was dismissed with prejudice in March 2007.

On July 14, 2004, Aztar and Adamar were named as defendants in an action in the Superior Court of New Jersey in Atlantic County arising out of an incident that took place on October 24, 2002 at the site of the construction of the new garage at the Tropicana Atlantic City. The plaintiffs are Antonio DeShazo and Johnnie J. Caldwell. The plaintiffs sought compensatory and punitive damages of unspecified amounts in connection with personal injuries. Also named as defendants were Keating; Fabi Construction, Inc.; Pro Management Group, Inc.; Liberty Mutual Insurance Co.; ABC Insurance Companies; Jack Doe and Jill Doe; DEF Engineering Firms, Inc.; Jason Doe and Josephine Doe; Mitchell Bar Placement, Inc.; GHI Architects, Inc.; Jackson Doe and Jenna Doe; and Mid-State Filigree Systems, Inc. Mr. DeShazo’s case

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has been settled. Plaintiff Caldwell was allegedly injured a second time in the October 30, 2003 garage collapse. Aztar contested the liability aspect of this action vigorously and asserted contractual recourse against the general contractor. This matter was settled on April 11, 2007.

On July 29, 2004, Aztar and Adamar were named as defendants to an action in the Superior Court of New Jersey in Atlantic County. The plaintiffs, Another Time, Inc. t/a Chelsea Pub & Hotel and John Conway, claimed to have sustained property damage and loss of business as a result of the garage collapse accident. The action sought compensatory and punitive damages in unspecified amounts. Also named as defendants are Keating; Fabi Construction, Inc.; Pro Management Group, Inc.; Liberty Mutual Insurance Company; ABC Insurance Companies; Jack Doe and Jill Doe; DiSimone Consulting Engineers; Def, Inc.; Jason Doe and Josephine Doe; Site-Blauvelt Engineers; Mitchell Bar Placement, Inc.; Wimberly Allison, Tong & Goo; GHI, Inc.; Jackson Doe and Jenna Doe; and Sykes, O’Connor, Salerno & Hazaveh. Aztar disputed the allegations against it and Adamar, and contested the action vigorously. On April 11, 2007, Tropicana Entertainment became a party to a settlement agreement that resolved all of the construction accident related liability claims against Aztar and Aztar’s claims against the contractors involved in the Atlantic City garage collapse. The settlement amount was within Tropicana Entertainment’s insurance policy limits.

Litigation matters relating to the Casino Queen Acquisition Agreement

On April 20, 2006, CP St. Louis Casino, LLC and CP St. Louis Acquisition, LLC (affiliates of Tropicana Entertainment) entered into the Casino Queen Acquisition Agreement. Due to reasons beyond our control, the conditions to the closing of the acquisition set forth in the Casino Queen Acquisition Agreement were not satisfied by February 28, 2007, the outside date for the consummation of the transaction, and accordingly the Casino Queen Acquisition Agreement was terminated on March 9, 2007.

On March 14, 2007, $5.0 million (plus accrued interest thereon) of a $10.0 million deposit that Tropicana Casinos and Resorts previously made in connection with the contemplated acquisition was returned to Tropicana Casinos and Resorts by Casino Queen. Tropicana Casinos and Resorts, in turn, paid these funds to us as an additional capital contribution. Casino Queen, however, retained $5.0 million of the original deposit, plus the accrued interest thereon, despite Tropicana Casinos and Resorts’ demand that Casino Queen return the entire original deposit, plus the accrued interest thereon. On June 20, 2007, certain subsidiaries of Tropicana Casinos and Resorts initiated an action against Casino Queen in the United States District Court for the Southern District of Illinois seeking compensatory and punitive damages in excess of $5.0 million. In the complaint, these subsidiaries allege, among other things, that Casino Queen is liable for breach of contract, fraud, unjust enrichment, violations of the Illinois Consumer Fraud and Deceptive Practices Act and violations of the federal securities laws. The action is ongoing. No trial date has been set. Any future proceeds derived from, or costs required to pursue, this action will be retained or paid, as the case may be, by Tropicana Casinos and Resorts and we are not entitled to any such prospective proceeds, nor will we be responsible for any such future costs.

Environmental Matters

As the owner, operator and developer of real property, we have to address, and may be liable for, hazardous materials or contamination on our properties. Some of our properties currently have or had in the past underground fuel storage tanks and construction materials containing asbestos. We have in the past, and may in the future, become liable for contamination on our properties that was caused by former owners or operators. For sites that we acquire for development, we typically conduct environmental assessments to identify adverse impacts from former activities, including the improper storage or disposal of hazardous substances, and the existence of asbestos containing materials. We may not always identify environmental problems through this process and may become liable for historical contamination not previously discovered. For sites that we have sold, we may retain all or a portion of any residual environmental liability. In order to receive governmental approvals prior to engaging in site development, we must conduct assessments of the environmental impact of our proposed operations. Our ongoing operations are subject to stringent

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regulations relating to protection of the environment and handling of waste, particularly with respect to the management of wastewater from our facilities.

Other Regulations

Our business is subject to various federal, state and local laws and regulations in addition to those discussed below under “Regulation and Licensing.” These laws and regulations include, but are not limited to, restrictions and conditions concerning employees, taxation, zoning and building codes and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business.

The Aztar Acquisition

The Aztar Merger Agreement

On January 3, 2007, affiliates of Tropicana Entertainment acquired Aztar for approximately $2.1 billion in cash. As part of the corporate reorganization completed substantially concurrently with the acquisition, Aztar became a wholly-owned subsidiary of Tropicana Entertainment. The Aztar Acquisition was consummated pursuant to the Aztar Merger Agreement. Outstanding shares of Aztar’s common stock and Series B preferred stock were acquired in exchange for $54.3996 per share and $575.3546 per share in cash, respectively. Following the Aztar Acquisition, Aztar’s common stock was delisted from the New York Stock Exchange and deregistered.

In accordance with the Aztar Merger Agreement, Aztar attempted to divest the Casino Aztar Caruthersville prior to the consummation of the Aztar Acquisition. Aztar located a prospective buyer, however, the proposed sale was terminated because the Missouri Gaming Commission, by resolution dated October 25, 2006, determined that the licensure of the proposed buyer would not occur on or before the proposed closing date of the Aztar Acquisition. The Aztar Merger Agreement contemplated that if the sale of the Casino Aztar Caruthersville was not completed by the proposed closing date of the Aztar Acquisition, the casino would be shut down because Tropicana Casinos and Resorts would not have the necessary licenses to own and operate a casino in Missouri. In order to avoid the potential closure of the Casino Aztar Caruthersville, the Missouri Gaming Commission entered into an agreement with Aztar Missouri Riverboat Gaming Company and Aztar on November 3, 2006 permitting Tropicana Casinos and Resorts to own the Casino Aztar Caruthersville on an interim basis during which time the property was operated under the supervision of the Missouri Gaming Commission. The agreement required Tropicana Casinos and Resorts to either sell the Casino Aztar Caruthersville within nine months of the date of its execution or discontinue the casino’s operations at that time. In accordance with the agreement, Tropicana Casinos and Resorts divested the Casino Aztar Caruthersville to Isle of Capri on June 10, 2007. All proceeds from the disposition of the Casino Aztar Caruthersville were retained by Tropicana Casinos and Resorts and we are not entitled to any of these proceeds.

The Deposit

In connection with the Aztar Merger Agreement, Columbia Sussex deposited $313.0 million into an interest-bearing custodial account on behalf of Tropicana Casinos and Resorts pursuant to a custody agreement. The original deposit of $313.0 million was subsequently reduced by $78.0 million as a result of a payment made to Aztar to reimburse it for its payment of termination fees and transaction expenses to Pinnacle in connection with the termination of a merger agreement previously entered into between Aztar and Pinnacle. Immediately prior to the consummation of the Aztar Acquisition, the balance of the deposit was credited against the purchase price for the transaction.

Aztar Debt Retired

Substantially concurrent with the consummation of the Aztar Acquisition, Tropicana Entertainment caused Aztar to call for redemption its $300.0 million aggregate principal amount of 77/8% Senior

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Subordinated Notes due 2014 and $175.0 million aggregate principal amount of 9% senior subordinated notes due 2011 by irrevocably depositing with the trustees for such notes amounts sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness outstanding under such series of notes, including principal, premium and liquidated damages, if any, and accrued interest to February 2, 2007, the date on which such series of notes were redeemed. In addition, on January 3, 2007, Tropicana Entertainment caused Aztar to repay in full all outstanding term loans and revolving loans, together with interest and all other amounts due in connection with such repayment, under Aztar’s then outstanding credit agreement. The credit agreement was comprised of a $675 million senior secured credit facility consisting of a five year revolving credit facility of up to $550 million and a five year term loan facility of $125 million.

Pennsylvania License Application

On December 12, 2006, Tropicana Casinos and Resorts acquired all of the equity interests of Tropicana Pennsylvania, a subsidiary of Aztar formed to file an application to develop a gaming property in Pennsylvania’s Lehigh Valley gaming market at a site in Allentown, for a cash purchase price of $6.9 million, which represented the estimated net total assets of Tropicana Pennsylvania on the date the acquisition was consummated. Following its acquisition by Tropicana Casinos and Resorts, Tropicana Pennsylvania became a direct subsidiary of Tropicana Casinos and Resorts. Tropicana Pennsylvania is not subject to the restrictive covenants contained in the indenture. In addition, LV Rec, Inc. and LV Red, LLC, subsidiaries of Aztar involved in its erstwhile effort to develop a gaming property in Allentown, Pennsylvania but that do not hold any material assets, were distributed to Tropicana Casinos and Resorts immediately following the Aztar Acquisition. Neither LV Rec, Inc. nor LV Red, LLC is a subsidiary of Tropicana Entertainment and neither of these entities is subject to the restrictive covenants contained in the indenture. On December 21, 2006, the Pennsylvania Gaming Control Board awarded the right to develop a gaming property in Lehigh Valley to Sands, which had competed with Tropicana Casinos and Resorts for the gaming license. Sands will develop a site in Bethlehem, Pennsylvania. Tropicana Casinos and Resorts is currently contemplating a sale of a portion of the real property held by the Tropicana Pennsylvania entities in Allentown, Pennsylvania to a third party which would make use of such real property for non-gaming purposes.

The Acquisition Financing Transactions

We financed the Aztar Acquisition and the refinancing of Aztar’s outstanding indebtedness, along with the refinancing of Tropicana Casinos and Resorts’ then outstanding credit facility and certain additional indebtedness of the affiliate guarantors, with:

•  the net proceeds of the offering of the outstanding notes;

•  the senior secured credit facility, which was made available to Tropicana Entertainment and provided for $1,530.0 million in aggregate principal amount of term loans, $229.8 million in aggregate principal amount of which we have since repaid resulting in $1,300.2 million in aggregate principal amount of such term loans being outstanding as of September 30, 2007, and a $180.0 million revolving credit facility under which we presently have approximately $170.3 million in additional availability net of approximately $9.7 million of outstanding letters of credit;

•  the Las Vegas secured loan in an aggregate principal amount of $440.0 million, which was made available to the Las Vegas Borrower, a newly formed indirect subsidiary of Tropicana Entertainment that holds the assets and operations relating to the Tropicana Las Vegas, including its 34-acre property located on the Las Vegas “Strip;”

•  the approximately $241.8 million remaining of a $313.0 million deposit plus accrued interest made by Columbia Sussex on behalf of Tropicana Casinos and Resorts into a custodial account upon the execution of the Aztar Merger Agreement;

•  cash-on-hand of ours and Aztar; and

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•  an additional equity contribution of approximately $152.0 million from Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent.

For more information on the terms of the senior secured credit facility and the Las Vegas secured loan, see “Description of Other Indebtedness.”

Corporate Reorganization

In order to facilitate the Transactions, we undertook an internal corporate reorganization. As part of this reorganization, Tropicana Entertainment, a co-issuer of the notes and the borrower under the senior secured credit facility, was formed on June 8, 2006. Tropicana Casinos and Resorts, Tropicana Entertainment’s ultimate parent, contributed to Tropicana Entertainment substantially all of its gaming properties. Substantially concurrently with the consummation of the Aztar Acquisition, Aztar became a direct wholly- owned subsidiary of Tropicana Entertainment. Tropicana Casinos and Resorts holds its equity interests in Tropicana Entertainment through two holding companies, Tropicana Entertainment Holdings and its direct subsidiary Tropicana Entertainment Intermediate Holdings, Tropicana Entertainment’s immediate parent. All of the capital stock of Tropicana Casinos and Resorts is held by Mr. William Yung.

In the corporate reorganization, Tropicana Casinos and Resorts did not contribute to Tropicana Entertainment the assets relating to two gaming properties: (1) its subsidiary that owns the New Orleans riverboat, which was temporarily decommissioned as a result of damage it sustained during Hurricane Katrina in August 2005 and was subsequently redeployed in Amelia, Louisiana in May 2007, and (2) the gaming assets and operations at the Casuarina Las Vegas Casino, a casino located in leased space in a hotel property that is managed by Columbia Sussex and owned by a subsidiary of Columbia Sussex. The assets relating to the New Orleans riverboat are held by Belle of Orleans, LLC, a wholly-owned indirect subsidiary of Tropicana Casinos and Resorts which is not a subsidiary of Tropicana Entertainment, and the gaming assets and operations relating to the Casuarina Las Vegas Casino are held by LV Casino LLC, a wholly-owned direct subsidiary of Tropicana Casinos and Resorts which is not a subsidiary of Tropicana Entertainment.

In addition, on December 12, 2006 and January 3, 2007, Tropicana Casinos and Resorts acquired all of the equity interests in the Tropicana Pennsylvania entities, which are not subject to the restrictive covenants contained in the indenture. Furthermore, Aztar Missouri Riverboat Gaming Company, which owns the Casino Aztar Caruthersville, became a wholly-owned direct subsidiary of Tropicana Casinos and Resorts, and not a subsidiary of Aztar, as a result of the consummation of the corporate reorganization. On June 10, 2007, Tropicana Casinos and Resorts completed the sale of Aztar Missouri Riverboat Gaming Company to Isle of Capri. See “Prospectus Summary — Recent Developments — Sale of Aztar Missouri Riverboat Gaming Company.”

Tropicana Entertainment and Tropicana Finance, a wholly-owned subsidiary of Tropicana Entertainment with nominal assets and which conducts no operations, are co-issuers of the outstanding notes and will be co-issuers of the exchange notes. Tropicana Entertainment is also the borrower under the senior secured credit facility. The outstanding notes and the obligations under the senior secured credit facility are, and the exchange notes will be, guaranteed by certain of Tropicana Entertainment’s existing and future domestic subsidiaries. The outstanding notes and the obligations under the senior secured credit facility are also, and the exchange notes will be, guaranteed by Realty and CP Vicksburg, each of which is an affiliate of Tropicana Entertainment but not a subsidiary of Tropicana Entertainment, and JMBS Casino, an affiliate of the Yung family that is not a subsidiary of Tropicana Entertainment. Realty, which is held indirectly by Columbia Sussex and a trust created for the benefit of Mr. William Yung’s children, owns the real estate on which our River Palms in Laughlin, Nevada is situated, as well as substantially all of the non-gaming assets associated with the property. CP Vicksburg is owned by Mr. William Yung and the JMBS Trust, and operates our Vicksburg Horizon in Vicksburg, Mississippi. JMBS Casino is owned by the JMBS Trust and is subject to the control of Mr. William Yung’s children. In addition, any amount in excess of $100.0 million drawn under the senior secured credit facility’s revolving loan facility will be guaranteed on a senior unsecured basis by Columbia Sussex.

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The outstanding notes and the obligations under the senior secured credit facility are not, and the exchange notes will not be, guaranteed by Greenville Riverboat, a direct subsidiary of Tropicana Entertainment in which Tropicana Entertainment holds an 84% economic interest and a 79% voting interest. However, Greenville Riverboat is subject to the restrictive covenants contained in the indenture. The remaining interests in Greenville Riverboat are held by Rainbow, an unrelated party, and Mr. William Yung. Greenville Riverboat operates the Lighthouse Point Casino in Greenville, Mississippi. However, Tropicana Entertainment’s wholly-owned subsidiary St. Louis Riverboat Entertainment is the owner of the vessel on which the Lighthouse Point Casino conducts its operations, and is a guarantor of the outstanding notes and the senior secured credit facility, and will be a guarantor of the exchange notes. The outstanding notes and the senior secured credit facility are not, and the exchange notes will not be, guaranteed by Tropicana Casinos and Resorts, and, respectively, are not, and will not be, guaranteed by Belle of Orleans, LLC, LV Casino LLC or the Tropicana Pennsylvania entities, each of which is a outside of the group subject to the restrictive covenants contained in the indenture.

The outstanding notes and the obligations under the senior secured credit facility are also not, and the exchange notes will not be, guaranteed by any of Tropicana Entertainment’s subsidiaries that hold the assets and operations relating to the Tropicana Las Vegas, including the 34-acre property located on the Las Vegas “Strip.” These subsidiaries are the obligors in respect of the $440.0 million aggregate principal amount Las Vegas secured loan, and the assets and operations relating to the Tropicana Las Vegas, including its site on the “Strip,” have been pledged as collateral to secure the Las Vegas secured loan. We expect that the Las Vegas secured loan will be refinanced with a construction financing loan to fund our planned redevelopment of the Tropicana Las Vegas and the real estate on which it is situated.

For a chart summarizing our ownership, corporate structure and indebtedness, see “Prospectus Summary — Corporate Reorganization.”

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REGULATION AND LICENSING

General

The ownership and operation of our casino entertainment facilities are subject to pervasive regulation. Each of the jurisdictions in which we presently operate gaming facilities requires us to hold or obtain various licenses, findings of suitability, registrations, permits and approvals, collectively referred to herein as Gaming Licenses. To date, we have applied for or obtained all material Gaming Licenses (other than certain findings of suitability with respect to recently appointed officers and managers) that we believe are materially necessary for the operation of our gaming facilities in Nevada, New Jersey, Mississippi, Louisiana and Indiana as operations at such facilities are presently conducted. In this connection, on November 2, 2006, the New Jersey Casino Control Commission granted us an ICA, subject to certain customary conditions and approvals. Gaming Licenses and related approvals, however, are deemed to be privileges under the laws of the jurisdictions in which we currently conduct gaming activities, and no assurances can be given that any new Gaming Licenses that may be required in the future will be granted or that existing Gaming Licenses will be renewed and not revoked, suspended or made subject to conditions.

The following description should not be construed as a complete summary of all of the regulatory requirements that we face in connection with our current and contemplated gaming operations.

Gaming laws are based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry, including the prevention of cheating and fraudulent practices. Gaming laws may also be designed to protect and maximize state and local revenues derived through taxation and licensing fees imposed on gaming industry participants and enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry meet certain standards of character and fitness, or suitability. In addition, gaming laws require gaming industry participants to:

•  Establish and maintain responsible accounting practices and procedures;

•  Maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;

•  Maintain systems for reliable record-keeping; and

•  File periodic reports with gaming regulators.

Typically, state regulatory environments are established by statute and are administered by a regulatory agency or agencies with interpretive authority with respect to gaming laws and regulations and broad discretion to regulate the affairs of owners, managers, directors, employees, vendors, suppliers and persons with financial interests in gaming operations. Among other things, gaming authorities in the various jurisdictions in which we operate:

•  Adopt rules and regulations under the implementing statutes;

•  Enforce gaming laws and impose disciplinary sanctions for violations, including revocation or suspension of a gaming license, imposing conditions on the license, or fines and penalties;

•  Review the character and fitness of participants in gaming operations and make determinations regarding their suitability or qualification for licensure;

•  Grant Gaming Licenses for participation in gaming operations;

•  Collect and review reports and information submitted by participants in gaming operations;

•  Review and approve transactions, such as acquisitions or change-of-control transactions of gaming industry participants and securities offerings and debt transactions executed by such participants; and

•  Establish and collect fees and taxes.

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In addition, from time to time, legislative and regulatory changes are proposed, court decisions rendered, and investigations conducted relating to the gaming industry in the jurisdictions in which we operate gaming facilities.

Licensing and Suitability Determinations

Gaming laws require us, certain of our directors, officers and employees, and in some cases, our shareholders and holders of our debt securities, to obtain Gaming Licenses or findings of suitability from gaming authorities. Holding companies may be required to meet the same basic standards for approval as a casino licensee. Gaming Licenses or findings of suitability typically require a determination that the applicant meets exacting standards for licensure, qualification or suitability. Gaming authorities have very broad discretion in determining whether an applicant satisfies the applicable standards. Criteria used in determining whether to grant a Gaming License or finding of suitability, while varying between jurisdictions, generally include consideration of factors such as:

•  the financial stability, integrity and responsibility of the applicant, including whether the operation is adequately capitalized in the state and exhibits the ability to maintain adequate insurance levels;

•  the quality of the applicant’s casino facilities;

•  the amount of revenue to be derived by the applicable state through operation of the applicant’s gaming facility;

•  the applicant’s practices with respect to minority hiring and training;

•  the effect on competition and general impact on the community; and

•  the legality and suitability of the casino site.

In evaluating individual applicants, gaming authorities consider the individual’s reputation for good character, honesty and integrity, his or her financial stability and responsibility, his or her criminal history and the character of those with whom the individual associates.

Many states limit the number of Gaming Licenses granted to operate gaming facilities within the state, and some states limit the number of Gaming Licenses granted to any one gaming operator.

Licenses under gaming laws are generally not transferable. In certain jurisdictions, such transfers are strictly prohibited, whereas in other jurisdictions such transfers are permitted if approved by the requisite regulatory agency. Gaming Licenses in many of the jurisdictions in which we conduct gaming operations are granted for limited durations and require renewal from time to time. There can be no assurance that our Gaming Licenses will be renewed, and failure to renew our Gaming Licenses could have a material adverse effect on our financial condition, prospects and results of operations.

In addition, gaming authorities may investigate any individual who has a material relationship to, or material involvement with, us to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Our officers, directors and certain key employees must file applications with the gaming authorities and may be required to be licensed, qualified or be found suitable in many jurisdictions. Gaming authorities may deny an application for licensing for any cause which they deem reasonable. Qualification and suitability determinations require submission of detailed personal and financial information followed by a thorough investigation. The applicant must pay all the costs of the investigation. Changes in licensed positions must be reported to gaming authorities and in addition to their authority to deny an application for licensure, qualification or a finding of suitability, gaming authorities have jurisdiction to disapprove a change in a corporate position.

If gaming authorities were to find that an officer, director or key employee fails to qualify or is unsuitable for licensing or unsuitable to continue their relationship with us, we would have to sever all relationships with such person. In addition, gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications.

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Moreover, in many jurisdictions, any of our stockholders or holders of our debt securities may be required to file an application, be investigated, and qualify or have his, her or its suitability determined. Many jurisdictions also require any person who acquires beneficial ownership of more than a certain percentage of our voting securities (although certain jurisdictions, including Louisiana, do not make a distinction between voting and non-voting securities), typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability. Most gaming authorities, however, allow an “institutional investor” to hold a higher percentage of our voting securities (or non-voting securities in jurisdictions that do not distinguish between voting and non-voting securities) without such requirement and/or to apply for a waiver. An “institutional investor” generally refers to an investor acquiring and holding voting securities (or non-voting securities in jurisdictions that do not distinguish between voting and non-voting securities) in the ordinary course of business as an institutional investor, and not for the purpose of causing, directly or indirectly, the election of a majority of the members of any of the co-issuers’ or the guarantors’ management boards or boards of directors, as the case may be, any change in the corporate charter, bylaws, management, policies or operations of any of the co-issuers or the guarantors, or the taking of any other action which gaming authorities find to be inconsistent with holding our voting securities (or non-voting securities in jurisdictions that do not distinguish between voting and non-voting securities) for investment purposes only. Even if a waiver is granted, an institutional investor generally may not take any action inconsistent with its status when the waiver was granted without once again becoming subject to the foregoing reporting and application obligations. The definition of an “institutional investor” varies from jurisdiction to jurisdiction and some jurisdictions, including Louisiana, Mississippi and Indiana, also require an institutional investor to certify to, among other things, its intent and purpose in acquiring and holding an issuer’s securities.

Generally, any person who fails or refuses to apply for a finding of suitability or a Gaming License within a prescribed period may be denied a Gaming License or found unsuitable, as applicable. Any stockholder found unsuitable or denied a Gaming License and who holds, directly or indirectly, any beneficial ownership of our voting securities (or non-voting securities in jurisdictions that do not distinguish between voting and non-voting securities) beyond such period of time as may be prescribed by the applicable gaming authorities may be guilty of a criminal offense in some of the jurisdictions in which we operate. Furthermore, we may be subject to disciplinary action, including revocation, suspension of a Gaming License or making the license subject to certain conditions if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we: (i) pay that person any dividend or interest upon our voting securities (or non-voting securities in jurisdictions that do not distinguish between voting and non-voting securities); (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; (iii) pay remuneration in any form to that person for services rendered or otherwise; (iv) make any payment to that person by way of principal, redemption, conversion, exchange, liquidation or similar transaction; or (v) fail to pursue all lawful efforts to require such unsuitable person to relinquish its voting securities (or non-voting securities in jurisdictions that do not distinguish between voting and non-voting securities) including, if necessary, the immediate purchase of said securities for cash at fair market value.

Under New Jersey gaming laws, holders of our debt or equity securities are required to qualify or have their qualification waived. If a holder of our debt or equity securities is required to qualify and does not have such qualification waived or is not otherwise exempted from the requirement to obtain such qualification, the holder will be required to file an application for qualification or divest itself of the subject securities. If the holder files an application for qualification, it must place the subject securities in trust with an approved trustee, and while the application is pending, such holder may, through the approved trustee, continue to exercise all rights incident to the ownership of the subject securities with the exception that the security holder may only receive a return on its investment in an amount not to exceed the actual cost of the investment (as defined by New Jersey gaming laws) until the New Jersey gaming authorities find such holder qualified. In the event the New Jersey gaming authorities find there is reasonable cause to believe that the security holder may be found unqualified, all rights incident to ownership of the securities shall vest with the trustee pending a determination of such holder’s qualifications, provided, however, that during the period the securities remain in trust, the security holder may petition the New Jersey gaming authorities

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to direct the trustee to dispose of the trust property and distribute proceeds thereof to the security holder in an amount not to exceed the lower of the actual cost of the investment or the value of the securities on the date the trust became operative. If the security holder is ultimately not found to be qualified, the trustee is required to sell the securities and to distribute the proceeds of the sale to the applicant in an amount not to exceed the lower of the actual cost of the investment or the value of the securities on the date the trust became operative (if not already sold and distributed at the direction of the security holder) and to distribute the remaining proceeds to the state. If the security holder is found qualified, the trust agreement will be terminated. In the event a security holder is disqualified, the New Jersey gaming authorities are empowered to propose any necessary action to protect the public interest, including the suspension or revocation of Gaming Licenses relating to the casino we intend to operate in New Jersey.

Whenever any person enters into a contract to transfer any property which relates to an ongoing casino operation, including a security of the casino licensee or that of a holding or intermediary company or entity qualifier, under circumstances which would require that the transferee obtain licensure or be qualified under the New Jersey Casino Control Act, and that person is not already licensed or qualified, the transferee is required to apply for interim authorization. Furthermore, the complete application for licensure or qualification must be filed with a fully executed trust agreement in a form approved by the New Jersey Casino Control Commission. If, after the report of the New Jersey Division of Gaming Enforcement and a hearing by the New Jersey Casino Control Commission, the New Jersey Casino Control Commission grants interim authorization, the property will be subject to a trust. If the New Jersey Casino Control Commission denies interim authorization, the contract may not close or settle until the New Jersey Casino Control Commission makes a determination with respect to the qualifications of the applicant. If the New Jersey Casino Control Commission denies qualification, the contract will be terminated for all purposes, and there will be no liability on the part of the transferor.

The New Jersey Casino Control Commission may grant ICA where it finds by clear and convincing evidence that: statements of compliance have been issued pursuant to the Casino Control Act; the subject casino hotel is an approved hotel in accordance with the Casino Control Act; the trustee satisfies qualification criteria applicable to casino key employees, except for residency; and interim operation will best serve the interests of the public. ICA was granted to us with respect to the Tropicana Atlantic City, subject to certain standard conditions, on November 2, 2006. The ICA is set to expire in January 2008.

Generally, after an interim authorization is granted, a trust will continue until the New Jersey Casino Control Commission finds an applicant to be qualified on a plenary basis. In our case, we anticipate that a hearing with respect to plenary qualification for the Tropicana Atlantic City will be held in November 2007. At such time, if we are granted plenary qualification by the New Jersey Casino Control Commission, the trust will terminate. If the New Jersey Casino Control Commission denies qualification to a person who has received an ICA, the trustee is authorized and required to endeavor to sell, assign, convey, or otherwise dispose of the property subject to the trust to persons who are licensed or qualified or have themselves obtained an ICA.

Many jurisdictions also require that suppliers of certain goods and services to gaming industry participants be licensed and require us to purchase and lease gaming equipment, supplies and services only from licensed suppliers, and to fulfill at least a minimum percentage of our supply and service needs by purchasing from locally owned businesses, as well as businesses owned by members of ethnic or racial minority groups and women.

Violations of Gaming Laws

The Nevada Gaming Commission, the New Jersey Casino Control Commission, the Mississippi Gaming Commission, the Louisiana Gaming Control Board and the Indiana Gaming Commission may also, among other things, limit, condition, suspend or revoke a Gaming License or approval to own the stock or joint venture interests of any of our operations in such licensing authority’s jurisdiction for any cause deemed reasonable by such licensing authority. In addition, if we violate applicable gaming laws, our Gaming Licenses could be limited, made subject to conditions, suspended or revoked by gaming authorities,

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and we and any other persons involved could be subject to substantial fines. Further, a supervisor or conservator could be appointed by gaming authorities to operate our gaming properties, or in some jurisdictions, take title to our gaming assets in such jurisdictions, and under certain circumstances, earnings generated during such appointment could be forfeited to the applicable state or states. Furthermore, violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. As a result, violations by us of applicable gaming laws and/or the suspension or revocation of any of our Gaming Licenses could have a material adverse effect on our financial condition, prospects and results of operations. If we are ever precluded from operating one of our gaming facilities, we expect that we would, to the extent permitted by law, seek to recover our investment by selling any property affected, but we cannot guarantee that we would be able to accomplish such a sale on reasonable terms, if at all, or recover our full investment in any such property.

Reporting and Record-Keeping Requirements

We are required periodically to submit detailed financial and operating reports and furnish any other information about us and our operations which gaming authorities may request. Many gaming authorities, such as those in Nevada and Indiana, along with federal law, require us to record and submit detailed reports of currency transactions involving more than $10,000 at our casinos. We are required to maintain a current stock ledger which may be examined by gaming authorities at any time. Indiana requires us to submit quarterly reports setting forth those persons who hold a 1% interest in the gaming license. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to gaming authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. Gaming authorities may require certificates for our stock to bear a legend indicating that the securities are subject to specified gaming laws.

Review and Approval of Certain Transactions; Regulations Applicable to the Notes

Substantially all material loans, leases, sales of securities and similar financing transactions by us must be reported to, or approved by, gaming authorities. In addition, under the gaming laws of Nevada, New Jersey, Mississippi, Louisiana and Indiana, as well as under the organizational documents of the co-issuers and the guarantors, holders of our securities may be required, under certain circumstances, to dispose of any securities issued by us, including the notes. If the holder refuses to do so, we may be required to repurchase such securities.

Consequently, each holder of notes, by accepting any notes, will be deemed to have agreed to be bound by the requirements imposed by the gaming authorities in any jurisdictions in which any of the co-issuers or the guarantors, or any of their affiliates or subsidiaries, conduct or propose to conduct gaming activities. See “Description of the Exchange Notes — Gaming Redemption.” In addition, under the indenture, each holder and beneficial owner of notes, by accepting or otherwise acquiring an interest in any notes, will be deemed to have agreed to apply for a license, qualification, or finding of suitability if and to the extent required by the gaming authorities in any jurisdiction in which of any of the co-issuers or the guarantors, or any their affiliates or subsidiaries, conduct or propose to conduct gaming activities. In such an event, if a holder of notes fails to apply or become licensed or qualified or is found unsuitable, we will have the right, at our option:

•  to require the holder to dispose of its notes or beneficial interest therein within 30 days of receiving notice of our election or such earlier date as may be requested or prescribed by a gaming authority; or

•  to redeem the notes, possibly within less than 30 days following the notice of redemption, if so requested or prescribed by the gaming authority, at a redemption price equal to the lesser of (1) the holder’s cost, plus accrued and unpaid interest to the earlier of the redemption date and the date of the finding of unsuitability, (2) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the redemption date and the date of the finding of unsuitability, and (3) any other amount as may be required by applicable law or by order of any gaming authority.

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We will not be responsible for any costs or expenses incurred by any such holder or beneficial owner in connection with its application for a license, qualification or finding of suitability. Additionally, the organizational documents of the co-issuers and the guarantors contain provisions establishing the right to redeem the securities of disqualified holders if necessary to avoid any regulatory sanctions, to prevent the loss or to secure the reinstatement of any Gaming License or franchise, or if such holder is determined by any gaming regulatory agency to be unsuitable, has an application for a Gaming License or permit denied or rejected, or has a previously issued Gaming License or permit rescinded, suspended, revoked or not renewed.

Under Nevada and Mississippi law, we may not make a public offering of our securities (including an offer to exchange the notes and the guarantees for publicly tradeable notes and guarantees having substantially identical terms) without the prior approval of the applicable gaming commission if we intend to use the offering proceeds to construct, acquire or finance a gaming facility, or retire or extend existing obligations incurred for such purposes. The Chairman of the Nevada State Gaming Control Board and the Executive Director of the Mississippi Gaming Commission may rescind this approval for good cause without prior notice upon the issuance of an interlocutory stop order. On August 17, 2006, the Mississippi Gaming Commission granted us prior approval of an offer to exchange the notes, and any guarantees, pledges of equity securities, restrictions on the transfer of, and agreements not to encumber, the equity securities, and hypothecation of assets of Greenville Riverboat and CP Vicksburg associated with the notes. The Mississippi Gaming Commission granted us similar prior approval on November 16, 2006 with respect to JMBS Casino. These prior approvals do not constitute a finding, recommendation or approval by the Mississippi Gaming Commission as to the accuracy or adequacy of this prospectus, or the investment merits of the notes. Any representation to the contrary is unlawful. Additionally, Indiana requires approval of any debt transaction involving $1.0 million or more. Indiana has approved the issuance of publicly tradeable notes and guarantees having substantially identical terms to the notes through an exchange offer in the manner contemplated in this prospectus. In addition, under Indiana law, a riverboat owner licensee or any other person may not lease, hypothecate, borrow money against or loan money against an owner’s riverboat Gaming License. Under New Jersey law, prior approval is required of any borrowing deemed to be a material debt transaction (which is generally understood to mean a transaction in excess of $25.0 million), the proceeds of which are used in New Jersey, which is collateralized by New Jersey assets, or which is subject to a guarantee by a New Jersey entity.

Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise are subject to receipt of prior approval of gaming authorities. Entities seeking to acquire control of us must satisfy gaming authorities with respect to a variety of stringent standards prior to assuming control. Gaming authorities will generally require controlling stockholders, officers, directors, key employees and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

In addition, were our equity securities ever to be publicly traded, we would be subject to certain state gaming laws and regulations that establish that certain corporate acquisitions opposed by management, repurchases of voting securities (or non-voting securities in jurisdictions that do not distinguish between voting and non-voting securities) and corporate defense tactics affecting us may be injurious to stable and productive corporate gaming, and as a result, were such a situation to arise, prior approval may be required before we would be permitted to make exceptional repurchases of voting securities (or non-voting securities in jurisdictions that do not distinguish between voting and non-voting securities) above the market price thereof and before a corporate acquisition opposed by management could be consummated. Furthermore, were our equity securities ever to be publicly traded, we would be subject to certain state gaming laws and regulations mandating prior approval of certain plans of recapitalization proposed by our Board of Directors in response to a tender offer made directly to our stockholders for the purposes of acquiring control of us.

Because Gaming Licenses are generally not transferable, our ability to grant a security interest in any of our gaming licensees’ assets is limited and subject to receipt of prior approval by gaming authorities. For example, Louisiana prohibits the transfer of a Gaming License and the granting of a security interest in the

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same. We are subject to extensive additional prior approval requirements relating to certain borrowings and security interests in all jurisdictions in which we operate, including, but not limited to, Louisiana.

License Fees and Gaming Taxes

We pay substantial license fees and taxes in many jurisdictions, including the counties and cities in which our operations are conducted, in connection with our casino gaming operations. These license fees and taxes are computed in various ways depending on the type of gaming or activity involved. Depending upon the particular fee or tax involved, these fees and taxes are payable either daily, monthly, quarterly or annually. License fees and taxes are based upon such factors as:

•  a percentage of the gross revenues or net gaming proceeds received;

•  the number of gaming devices and table games operated;

•  franchise fees for riverboat casinos operating on certain waterways; and

•  admission fees for customers boarding our riverboat casinos.

In many jurisdictions, gaming tax rates are graduated such that they increase as gross revenues increase. Furthermore, tax rates are subject to change, sometimes with little notice, and we have recently experienced tax rate increases in a number of jurisdictions in which we operate. A live entertainment tax is also paid in certain jurisdictions, including Nevada, by casino operations where live entertainment is furnished in connection with the selling or serving of food or refreshments or the selling of merchandise.

Operational Requirements

In all gaming jurisdictions in which we operate, we are subject to requirements and restrictions on how we conduct our gaming operations. In certain states, we are required or encouraged by the legislature to hire state residents to the extent practicable, give preference to local suppliers, and include minority-owned businesses in construction projects to the extent practicable. For example, the Mississippi Gaming Control Act contains a statement of legislative intent that gaming licensees, to the extent practicable, employ residents of Mississippi in the operation of their gaming establishments located in Mississippi. Further, some of our operations are subject to certain restrictions, including the number of gaming positions we may have, the types of games of chance we may offer, the minimum or maximum wagers allowed by our customers, permissible credit, the maximum loss a customer may incur within specified time periods, the location of gaming operations within a hotel facility, the number and density of slot machines, and the maximum number of gaming participants permitted on riverboats.

In New Jersey, each casino hotel must have a minimum of 500 hotel rooms and the allowable casino square footage increases as the number of hotel rooms increases, up to a prescribed maximum. In Mississippi, we are required to have a parking facility at each casino property that can accommodate at least 500 vehicles in close proximity to each casino complex and supporting infrastructure with a value equal to at least twenty-five percent of the cost of developing or acquiring the casino. Since the date on which we last developed a gaming property in Mississippi, this requirement has been made more demanding for any new casinos developed in Mississippi.

In addition, in Mississippi, both the local authorities and the Alcoholic Beverage Control Division of the Mississippi State Tax Commission license, control and regulate the sale of alcoholic beverages by our Mississippi gaming operations. The Lighthouse Point Casino, the Vicksburg Horizon and the Jubilee Casino are in areas designated as special resort areas, which allow those casinos to serve alcoholic beverages on a 24-hour basis. The Alcoholic Beverage Control Division requires that the key officers and managers of all gaming licensees, including Greenville Riverboat, CP Vicksburg and JMBS Casino and all owners of more than 5% of their respective equity submit detailed personal, and in some instances financial, information to the Alcoholic Beverage Control Division and be investigated and licensed. All such licenses are non-transferable. The Alcoholic Beverage Control Division must also approve changes in key positions at subject casino properties, and has the full power to limit, make subject to conditions, suspend or revoke any license

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to serve alcoholic beverages or to place a licensee on probation with or without conditions. The imposition of any such disciplinary action could, and any revocation would, have a material adverse affect upon our Mississippi gaming operations.

Riverboat Casinos

In addition to all other regulations applicable to the gaming industry generally, some of our riverboat casinos are subject to regulations applicable to vessels operating on navigable waterways, including regulations of the U.S. Coast Guard. These requirements set limits on the operation of our vessels, mandate that they be operated by a minimum complement of licensed personnel, establish periodic inspections, including the physical inspection of the outside hull, and establish other mechanical and operational rules. The U.S. Coast Guard is considering adopting regulations designed to increase homeland security, which, if passed, could affect some of our riverboat properties and require significant expenditures to bring such properties into compliance with any such new regulations. In addition, on June 7, 2007, the Indiana Gaming Commission adopted the Guide for Alternate Certification of Continuously Moored, Self-Propelled, Riverboat Gaming Vessels in the State of Indiana, which we refer to as the alternative certification program. The alternative certification program permits riverboats to request classification as permanently moored vessels. Any vessel with an existing U.S. Coast Guard certificate of inspection operating as a dockside riverboat casino that so requests will be accepted into the alternative certification program, subject to satisfactory completion of the U.S. Coast Guard procedures for becoming a permanently moored vessel, a satisfactory inspection by the American Bureau of Shipping and receipt of a Certificate of Compliance from the Indiana Gaming Commission. If a vessel is accepted into the alternative certification program then it is no longer deemed a passenger vessel pursuant to applicable federal law and is no longer required to comply with the U.S. Coast Guard passenger vessel certificate of inspection criteria. Consequently, the vessel must surrender its certificate of inspection and become subject to the requirements of the alternative certification program. With respect to the portion of the vessel below the water line, the alternative certification program requires that the vessel comply with U.S. Coast Guard safety standards regarding hull safety. With respect to the portion of the vessel above the water line, the alternative certification program requires that the vessel comply with the International Building Code. In addition, the alternative certification program requires that the rules and regulations of the Occupational Health and Safety Administration govern the vessel and its crew, including casino personnel.

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MANAGEMENT

Set forth in the table below are the names, ages and positions of each executive officer, member of the Management Board, and key employee of Tropicana Entertainment. Each of the individuals holding an office with Tropicana Entertainment holds the same office with Tropicana Finance. Mr. William Yung, the co-issuers’ President and Chief Executive Officer, is the father of Mr. Joseph A. Yung, the co-issuers’ Senior Vice President of Development. No family relationship exists among any of the other members of Tropicana Entertainment’s Management Board, Tropicana Finance’s Board of Directors or the below named executive officers of either of them. See also “Certain Relationships and Related Party Transactions.”

Name	Age		Position
William J. Yung, III		66	President and Chief Executive Officer; Sole Member of Board of Managers of Tropicana Entertainment; Sole Member of Board of Directors of Tropicana Finance
John G. Jacob		47	Senior Vice President, Chief Financial Officer and Treasurer
Kevin E. Preston		36	Senior Vice President, Casino Operations
Joseph A. Yung		43	Senior Vice President, Development
Donna B. More		48	Vice President, General Counsel and Secretary

William J. Yung, III.  Mr. William Yung formed Tropicana Entertainment and Tropicana Finance in 2006 and is the President and Chief Executive Officer of each of these companies. In addition, he is presently the sole member of the Board of Managers of Tropicana Entertainment and the sole member of the Board of Directors of Tropicana Finance. Mr. William Yung also formed Tropicana Casinos and Resorts in 1989 and has been its President and Chief Executive Officer since then. In addition, Mr. William Yung founded Columbia Sussex in 1972. Prior to that, Mr. William Yung had extensive background experience in time study, efficiency and quality assurance projects for both Andrew Jergens Corporation and Inmont Corporation.

John G. Jacob.  Mr. Jacob was appointed Senior Vice President, Chief Financial Officer and treasurer of Tropicana Entertainment and Tropicana Finance in August 2007. From 1999 to 2006, Mr. Jacob was Chief Financial Officer of Acorn Products, Inc. in Columbus, Ohio, where he executed capital restructuring programs, led cost efficiency drives and helped lead a turnaround of the publicly-traded garden tool company prior to its sale to Ames True Temper. During the 1990s, Mr. Jacob worked as a vice president of finance for two consumer product companies and a package goods company: Sun Apparel/Polo Jeans, Maidenform Worldwide and Kayser-Roth Corporation. In each position, he was responsible for efficiency-producing cost structure and working capital programs in addition to oversight of accounting and controls. From 1986 to 1991, Mr. Jacob was a customer accounting and project manager for Unisys Corporation. His time with Unisys included a two-year posting with the company’s operations in Japan. In addition, Mr. Jacob worked for the accounting firm Plante & Morgan in Southfield, Michigan, where he was an audit supervisor.

Kevin E. Preston.  Mr. Preston became Senior Vice President, Casino Operations at Tropicana Entertainment and Tropicana Finance in May 2007. Prior to joining Tropicana Entertainment and Tropicana Finance, Mr. Preston was Senior Vice President of Gaming for Wild Rose Entertainment, Inc., where he oversaw operations at two Iowa-based casinos and managed the acquisition of the Mississippi Belle II. From 2001 through 2005, Mr. Preston served as General Manager of Lakeside Casino Resort in Iowa and the Mark Twain Casino in Missouri. From 1999 through 2000, Mr. Preston was involved in operations at the Majestic Star Casino in Gary, Indiana. Prior to that, Mr. Preston worked with Harrah’s corporate finance staff in Las Vegas, where he was Operations Manager and oversaw casino budgets and operations for ten of the company’s casino properties. Mr. Preston began his career in gaming at Harrah’s in 1992 as an intern at Harrah’s Joliet, Illinois casino and then went to work there full time in 1993. Mr. Preston currently serves on the Board of Directors of the Iowa Gaming Association and formerly served as a director of the Iowa Restaurant and Hospitality Association.

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Joseph A. Yung.  Mr. Joseph Yung has worked in various capacities for Columbia Sussex since 1986, including hotel site selection, market analysis, obtaining governmental site approvals and providing acquisition analysis. Mr. Joseph Yung has also worked in many aspects of the casino business, including acquisition analysis, operation review, compliance monitoring and marketing analysis, planning and review. In addition, Mr. Joseph Yung serves as one of the managers of JMBS Casino, the owner and operator of the Jubilee Casino. See “— Management of the Affiliate Guarantors” and “Security Ownership of Certain Beneficial Owners and Management.”

Donna B. More.  Ms. More joined the management team on November 1, 2006 and is the Vice President, General Counsel and Secretary of Tropicana Entertainment and Tropicana Finance. Prior to joining the management team, Ms. More was a shareholder in the law firm of Greenberg Traurig, LLP, where she represented casino owners, operators and suppliers in the areas of mergers and acquisitions, licensure, regulatory compliance, internal investigation matters and corporate counseling. From 2000 through 2004, Ms. More was the President and managing partner of More Law Group, P.C., a law firm she formed, at which she represented a diverse range of clients in the gaming industry. From 1994 through 2000, Ms. More was a partner at the law firm of Freeborn & Peters, where she represented national and international casino owners, operators and suppliers. Ms. More has been involved in the gaming industry since 1990, when she began her service as the Chief Legal Counsel of the Illinois Gaming Board, which position she held until 1994.

Boards of Tropicana Entertainment and Tropicana Finance

Tropicana Entertainment has a Management Board whose sole current member is Mr. William Yung, who indirectly holds all of the equity interests of Tropicana Entertainment. In addition, Tropicana Finance has a Board of Directors whose sole current member is Mr. William Yung, who indirectly holds all of the equity interests of Tropicana Finance. In his capacities as the sole member of Tropicana Entertainment’s Management Board and the sole director of Tropicana Finance’s Board of Directors, Mr. William Yung is not independent, nor are any independence standards applicable to the co-issuers as a result of stock exchange or any other self-regulatory organization’s requirements.

Committees of the Boards

Tropicana Entertainment’s Management Board does not currently have, and is not expected to have, any committees. Specifically, Tropicana Entertainment’s Management Board does not have a compensation committee or an audit committee. The guidelines and pay levels for the compensation of executive officers are generally established by Tropicana Entertainment’s Management Board. See “ — Compensation Discussion and Analysis.” All of the functions of an audit committee are performed by Tropicana Entertainment’s Management Board.

Tropicana Finance has a Board of Directors that is identical in structure to the Management Board of Tropicana Entertainment, except that any independent members that may be appointed to the Management Board of Tropicana Entertainment in the future will not necessarily also be appointed to the Board of Directors of Tropicana Finance.

Compensation Committee Interlocks and Insider Participation

As previously described, Tropicana Entertainment’s Management Board does not currently have a compensation committee. The guidelines and pay levels for the compensation of its executive officers are generally established by Tropicana Entertainment’s Management Board, whose sole member is Mr. William Yung. During the year ended December 31, 2006, Mr. William Yung participated in deliberations of Tropicana Entertainment’s Management Board concerning executive compensation. See “ — Compensation Discussion and Analysis.” Similarly, Tropicana Finance has a Board of Directors that does not currently have a compensation committee. The guidelines and pay levels for the compensation of its executive officers are generally established by Tropicana Finance’s Board of Directors, whose sole director is Mr. William

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Yung. During the year ended December 31, 2006, Mr. William Yung participated in deliberations of Tropicana Finance’s Board of Directors concerning executive compensation.

Executive Compensation

We have no employment agreements with any of our executive officers or key employees. For additional information concerning executive compensation, see “— Compensation Discussion and Analysis.”

Member and Director Compensation

Tropicana Entertainment was formed on June 8, 2006 and Tropicana Finance was incorporated on June 7, 2006. Accordingly, executive and director compensation information for the co-issuers is available for the 2006 fiscal year only. Mr. William Yung, as the sole member of Tropicana Entertainment’s Management Board and Tropicana Finance’s Board of Directors, did not receive any separate compensation for serving on such boards in 2006.

Indemnification of Members, Directors and Officers and Limitation of Liability

The managers, directors and executive officers of the co-issuers are indemnified to the fullest extent permitted under the Delaware General Corporation Law or the Delaware Limited Liability Company Act, as applicable, as provided in the limited liability company agreement of Tropicana Entertainment and the Bylaws of Tropicana Finance.

Management of the Affiliate Guarantors

Mr. William Yung is the sole manager of CP Vicksburg. Columbia Sussex is the sole manager of Realty. Each of Mr. William Yung’s children — Mr. Joseph Yung, Mr. William J. Yung IV, Ms. Julie A. Haught, Ms. Judith A. Yung, Ms. Jennifer A. Yung, Ms. Michelle M. Christensen and Mr. Scott A. Yung — serves as a manager of JMBS Casino and, in such capacities, they collectively have full and exclusive power to manage and control the business and affairs of JMBS Casino. See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Party Transactions” for more information on the security ownership and management of each of the affiliate guarantors. None of the managers of the affiliate guarantors received any compensation for serving in such capacities. In addition, the executive officers of the co-issuers named below under the caption “— Summary Compensation Table” served in the same capacities for each of the affiliate guarantors and received no compensation therefor.

Compensation Discussion and Analysis

This section provides an overview and analysis of our compensation policies and the material elements making up the compensation of each of the executive officers identified below, whom we refer to as our Named Executive Officers, as of June 30, 2007:

•  William J. Yung, III, President and Chief Executive Officer; Sole Member of the Board of Managers of Tropicana Entertainment; Sole Member of Board of Directors of Tropicana Finance

•  John G. Jacob, Senior Vice President, Chief Financial Officer and Treasurer

•  Kevin E. Preston, Senior Vice President, Casino Operations

•  Donna B. More, Vice President, General Counsel and Secretary

•  Mark Giannantonio, General Manager of Tropicana Atlantic City

Compensation Objectives and Policies

Our executive compensation practices are designed to achieve the following objectives: align our compensation and rewards strategy with company-wide business goals; maintain a culture of strong performance by rewarding executive officers for results; attract, retain and motivate talented and

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experienced executive officers; and create a shared commitment to our company amongst our executive officers by aligning our company’s and their individual career goals.

Our executive compensation consists of two parts: base salary and year-end bonus. An executive officer’s base salary is determined by consideration of his/her position and scope of responsibilities in our company, his/her experience in the industries in which we operate, and the base salary offered by our competitors to employees in comparable positions. Year-end bonuses, which are tied to our financial results for the year, aim to reward executive officers for outstanding performance in the current year and to incentivize such executives to continue meeting and exceeding target performance levels in the upcoming year.

Elements of Compensation

Base Salary

Mr. William Yung, the sole member of the Board of Managers of Tropicana Entertainment and the sole director of the Board of Directors of Tropicana Finance, meets with each of our other Named Executive Officers at the end of each year to review his/her performance for the current year, discuss any strengths and weaknesses in his/her performance, and set goals for the upcoming year. The base salary of each other Named Executive Officer is generally reviewed during the same meeting and adjustments may be made based on merit, prevailing market conditions, or other factors. If the Named Executive Officer has met or exceeded his/her performance objectives for the current year, a merit-based increase to his/her base salary will be considered by Mr. William Yung. In addition, if then-current market trends in executive compensation prevailing in the industries in which we operate effectively require us to increase our base salaries in order to attract qualified individuals or to retain the Named Executive Officers, Mr. William Yung will adjust the base salaries of our other Named Executive Officers accordingly. Other factors that may lead to an adjustment in a Named Executive Officer’s base salary include the delegation of additional responsibilities to the executive, whether or not in association with a promotional change in position, or an effort to retain such executive in the face of recruitment efforts or open job offers from our competitors.

Year-End Bonus

Mr. William Yung determines the amount of discretionary bonus to be awarded to each other Named Executive Officer at the end of each year, based upon his/her performance during the year as well as our financial results for the same year. The amount of the year-end bonus is generally in the range of 25% to 50% of each Named Executive Officer’s base salary.

Pension Plan

The Named Executive Officers of Tropicana Entertainment are eligible to participate in the Columbia Sussex Corporation Pension Plan (which we refer to as the pension plan). The pension plan is a defined contribution pension plan under the terms of which Tropicana Casinos and Resorts makes annual contributions for the benefit of eligible employees. Employees eligible to participate in the pension plan are not required to make any contributions of their own to such plan, which is not only the chief advantage of the pension plan, but also serves as a key motivator for employees to help ensure the continued success of our company.

Under the terms of the pension plan, Tropicana Casinos and Resorts makes an annual contribution equal to 3.75% of the first $12,000 of compensation paid to eligible employees and 7.5% of any compensation in excess of $12,000 paid to eligible employees, subject, in each case, to the limitations imposed by applicable regulations promulgated by the Internal Revenue Service. Eligible employees become participants in the pension plan on January 1 of the year following completion of 12 months of employment with our company. Contributions made to the pension plan by Tropicana Casinos and Resorts vest as follows:

•  20% after two years of service;

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•  an additional 20% each year thereafter; and

•  100% after six years of service.

401(k) Plan

The Named Executive Officers of Tropicana Entertainment are eligible to participate in the Columbia Sussex Corporation 401(k) Plan (which we refer to as the 401(k) plan). The 401(k) plan enables eligible employees to make pre-tax contributions to 401(k) investment accounts in the annual amounts provided for by the Internal Revenue Code, as amended. Tropicana Casinos and Resorts may, in its discretion, make annual profit-sharing contributions to the 401(k) plan for the benefit of eligible employees. To date, no discretionary contributions have been made to the 401(k) plan for the benefit of the Named Executive Officers of Tropicana Entertainment.

Personal Benefits and Perquisites

We provide certain of our executive officers, including our Chief Executive Officer and President, with perquisites that we believe are reasonable, competitive and consistent with our overall compensation scheme. We believe that the perquisites we offer assist us in hiring and retaining qualified executives.

Our Company provides for an Executive Disability Plan which, in the event of a total disability of an executive that prevents him/her from performing his/her duties, will continue to pay the executive’s base salary and a prorated bonus for the first three months following the disabling event. Following those first three months, a company-paid insurance program will provide continuing benefits to the executive totaling 60% of such executive’s regular monthly compensation.

Summary Compensation Table

Nonqualified

Non-Equity

Deferred

Stock

Option

Incentive Plan

Compensation

All Other

Name and Principal Position(s)

Year

Salary ($)

Bonus ($)

Awards ($)

Awards ($)

Compensation ($)

Earnings ($)

Compensation ($)

Total ($)

William J. Yung, III President and Chief Executive Officer of Tropicana Entertainment and Sole Director of Tropicana Finance

2006

None

None

N/A

N/A

N/A

N/A

None

None

Richard M. FitzPatrick Senior Vice President, Chief Financial Officer and Treasurer(1)

2006

None

None

N/A

N/A

N/A

N/A

None

None

Howard Reinhardt Senior Vice President, Casino Operations(2)

2006

$

230,000

$

100,000

N/A

N/A

N/A

N/A

None

$

330,000

Donna B. More Vice President, General Counsel and Secretary(3)

2006

$

39,134

None

N/A

N/A

N/A

N/A

None

$

39,134

Fred A. Buro(4) President and Chief Operating Officer of Tropicana Atlantic City

2006

$

146,923

None

N/A

N/A

N/A

N/A

None

$

146,923

(1) Mr. FitzPatrick served as the Senior Vice President, Chief Financial Officer and Treasurer of Tropicana Entertainment and Tropicana Finance from May 2006 through July 25, 2007, at which time his previously announced resignation became effective. Mr. FitzPatrick was succeeded in his capacities as Senior Vice President, Chief Financial Officer and Treasurer of Tropicana Entertainment and Tropicana Finance by Mr. John G. Jacob on August 23, 2007. Mr. FitzPatrick did not draw a salary from Tropicana Entertainment or Tropicana Finance in 2006, although he did draw a salary from Tropicana Entertainment in 2007 through July 25, 2007.

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(2) Mr. Reinhardt served as Senior Vice President, Casino Operations for Tropicana Entertainment and Tropicana Finance until June 14, 2007, at which time he resigned and was succeeded in such capacities by Mr. Kevin E. Preston.

(3) Ms. More joined the management team of Tropicana Entertainment and Tropicana Finance on November 1, 2006. The salary reported above has been prorated for the amount of time Ms. More was employed with Tropicana Entertainment in 2006.

(4) Mr. Buro served as President and Chief Operating Officer of Tropicana Atlantic City until August 8, 2007, at which time he resigned and was succeeded shortly thereafter in such capacities by Mr. Mark Giannantonio.

Grants of Plan-Based Awards

We had no equity or non-equity incentive plans as of June 30, 2007 and did not grant any stock or option awards in 2006.

We had no employment agreements with any of our executive officers or key employees as of June 30, 2007.

Outstanding Equity Awards at Fiscal Year-End

We had no outstanding equity awards as of June 30, 2007.

Option Exercises and Vested Stock

We had no outstanding stock options as of June 30, 2007.

Pension Benefits Table

						Payments
		Number of		Present		During
		Years		Value of		Last
		Credited		Accumulated		Fiscal
Name	Plan Name	Service (#)		Benefit ($)		Year ($)
William J. Yung, III President and Chief Executive Officer, Sole Member of Tropicana Entertainment and Sole Director of Tropicana Finance	Columbia Sussex Corporation Pension Plan		34	$	2,690,864	$	16,050
Richard M. FitzPatrick(1) Senior Vice President, Chief Financial Officer and Treasurer	Columbia Sussex Corporation Pension Plan		1		None		None
Howard Reinhardt Senior Vice President, Casino Operations(2)	Columbia Sussex Corporation Pension Plan		10	$	4,194	$	4,194
Donna B. More Vice President, General Counsel and Secretary	Columbia Sussex Corporation Pension Plan		0		None		None
Fred Buro(3) President and Chief Operating Officer of Tropicana Atlantic City	Columbia Sussex Corporation Pension Plan		0	$	21,437	$	10,569

(1) Mr. FitzPatrick served as the Senior Vice President, Chief Financial Officer and Treasurer of Tropicana Entertainment and Tropicana Finance from May 2006 through July 25, 2007, at which time his previously announced resignation became effective. Mr. FitzPatrick was succeeded in his capacities as Senior Vice President, Chief Financial Officer and Treasurer of Tropicana Entertainment and Tropicana Finance by Mr. John G. Jacob on August 23, 2007.

(2) Mr. Reinhardt served as Senior Vice President, Casino Operations for Tropicana Entertainment and Tropicana Finance until June 14, 2007, at which time he resigned and was succeeded in such capacities by Mr. Kevin E. Preston.

(3) Mr. Buro served as President and Chief Operating Officer of Tropicana Atlantic City until August 8, 2007, at which time he resigned and was succeeded shortly thereafter in such capacities by Mr. Mark Giannantonio.

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Non-qualified Deferred Compensation

We have no non-qualified deferred compensation programs.

Termination or Change-in-Control Arrangements

We have no agreements or arrangements, written or unwritten, that provide for any payment to any Named Executive Officer at or in connection with any termination of his or her employment, or a change-in-control with respect to either Tropicana Entertainment or Tropicana Finance.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Tropicana Entertainment

Mr. William Yung owns 100% of the issued and outstanding equity securities of Tropicana Entertainment’s ultimate parent, Tropicana Casinos and Resorts, which, in turn, owns 100% of the issued and outstanding equity securities of Tropicana Entertainment Holdings. Tropicana Entertainment Holdings owns 100% of the issued and outstanding equity securities of Tropicana Entertainment Intermediate Holdings, which, in turn, owns 100% of the issued and outstanding equity securities of Tropicana Entertainment. Accordingly, Mr. William Yung indirectly owns, through corporate affiliates wholly-owned by him, 100% of the outstanding equity securities of Tropicana Entertainment. For a more detailed description of our ownership structure, see “Prospectus Summary — Corporate Reorganization.”

CP Vicksburg

Mr. William Yung holds 61 non-voting units and nine voting units of membership interests issued by CP Vicksburg, which represents a 1% economic ownership interest and a 100% voting interest in that company. The JMBS Trust, a trust created for the benefit of Mr. William Yung’s children, holds the remaining 6,930 non-voting units of membership interests issued by CP Vicksburg, which represents a 99% economic ownership interest in that company. Mr. William Yung has been designated as the manager of CP Vicksburg and exercises control over CP Vicksburg’s operations.

JMBS Casino

JMBS Casino is wholly-owned by the JMBS Trust. The JMBS Trust consists of seven subtrusts created for the benefit of each of Mr. William Yung’s children. Mr. William Yung does not exercise control over JMBS Casino or the Jubilee Casino. Each of Mr. William Yung’s children — Mr. Joseph Yung, Mr. William J. Yung IV, Ms. Julie A. Haught, Ms. Judith A. Yung, Ms. Jennifer A. Yung, Ms. Michelle M. Christensen and Mr. Scott A. Yung — serves as a manager of JMBS Casino and, in such capacities, they collectively have full and exclusive power to manage and control the business and affairs of JMBS Casino.

Realty

Realty is wholly-owned by CSC Holdings, LLC, an affiliate of Columbia Sussex. Columbia Sussex has been designated as the manager of Realty. Accordingly, Mr. William Yung, as the sole voting stockholder of Columbia Sussex, exercises control over Realty.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Tropicana Entertainment

Tropicana Entertainment entered into a service agreement with Columbia Sussex, effective as of the closing of the Aztar Acquisition, according to the terms of which Columbia Sussex agreed to provide Tahoe Horizon, Belle of Baton Rouge, River Palms and the MontBleu with certain services following the Transactions, which services were provided under a service agreement between Columbia Sussex and Tropicana Casinos and Resorts prior to the closing of the Aztar Acquisition. These services include accounting, administration, human resources, hotel management and supervision, risk management, procurement, contracting, marketing, construction and development, treasury and maintenance related services. Tropicana Entertainment agreed to pay Columbia Sussex a service fee of $540,000 per year for these services, subject to future increases of 3% per year commencing on January 1 of each year beginning in 2008. Pursuant to the service agreement, Columbia Sussex also agreed to arrange a self-insured health program for Tropicana Entertainment’s employees, for which Tropicana Entertainment pays the cost allocable to its employees in addition to the set fee payable under the service agreement. Further, pursuant to the service agreement, Tropicana Entertainment agreed to participate in general liability, workers compensation and property insurance programs arranged by Columbia Sussex, for which Tropicana Entertainment pays its share of the cost, as determined by an unrelated insurance broker and the insurance carrier providing the relevant coverage, in addition to the set fee to be payable under the service agreement. Tropicana Entertainment also reimburses Columbia Sussex for actual losses paid under the insurance programs and deductible amounts applicable to it. In addition, pursuant to the service agreement, Tropicana Entertainment agreed to adopt Columbia Sussex’s 401(k) plan, for which it pays the cost allocable to its employees in addition to the set fee to be payable under the service agreement. Pursuant to the service agreement, Tropicana Entertainment also agreed to reimburse Columbia Sussex for certain business expense overhead costs, such as travel, professional, secretarial, incidental and other approved out-of-pocket expenses incurred by Columbia Sussex in connection with the performance of services under the service agreement. The agreement has a perpetual term, but Tropicana Entertainment is entitled to terminate it at any time on 60 days written notice.

Tropicana Entertainment entered into an agreement with Tropicana Casinos and Resorts, its ultimate parent, as of the closing of the Aztar Acquisition, according to the terms of which Tropicana Casinos and Resorts agreed to provide the Tahoe Horizon, Belle of Baton Rouge, River Palms and MontBleu with certain casino services. These services include supervision of casino operations, staffing, marketing and advertising, purchasing, casino development, compliance, accounting, internal auditing and financial reporting. Tropicana Entertainment agreed to pay Tropicana Casinos and Resorts its allocated portion of the corporate overhead costs for these services based on the ratio of Tropicana Entertainment’s net operating revenue to the total aggregate net operating revenue of casino operations owned by Tropicana Casinos and Resorts (including Tropicana Entertainment’s casino operations and the operations of the subsidiaries of Aztar). The agreement has a perpetual term, but Tropicana Entertainment is entitled to terminate it at any time on 60 days written notice.

Tropicana Entertainment borrowed $3.0 million from CP Vicksburg in June 2007. Tropicana Entertainment also borrowed $4.0 million from JMBS Casino in June 2007. The proceeds of these loans were used by Tropicana Entertainment to help fund principal and interest payments under the senior secured credit facility and interest payments under the notes. The loans, which are expressly subordinated in right of payment to the senior secured credit facility and the notes, accrue interest at the rate of 12.0% per annum and mature on January 1, 2015. No interest payments are required to be made under the loans until they mature.

Aztar

Following the consummation of the Aztar Acquisition, Aztar and Columbia Sussex entered into a service agreement according to the terms of which Columbia Sussex agreed to provide Tropicana Atlantic City, Tropicana Las Vegas, Tropicana Express and Casino Aztar Evansville with certain services,

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subject to gaming regulatory approval. Gaming regulatory approval of the terms of this service agreement has not yet been obtained with respect to the Tropicana Atlantic City property and, as such, the agreement is not yet effective as to such property. The services provided pursuant to the service agreement include accounting, administration, human resources, hotel management and supervision, risk management, procurement, contracting, marketing, construction and development, treasury and maintenance related services. Pursuant to the service agreement, Aztar agreed to pay Columbia Sussex a service fee of approximately $1.0 million per year for these services, subject to future increases of 3% per year commencing on January 1 of each year beginning in 2008. Aztar also agreed to reimburse Columbia Sussex for certain business expense overhead costs, including travel, professional, secretarial, incidental and other approved out-of-pocket expenses, incurred by Columbia Sussex in connection with the performance of services under the agreement. The service agreement has a perpetual term, but Aztar may terminate it at any time on 60 days’ written notice.

Pursuant to the service agreement, Aztar agreed to participate in general liability and workers compensation insurance programs, effective upon the closing of the Aztar Acquisition on January 3, 2007, and property insurance programs, effective May 1, 2007, arranged by Columbia Sussex, for which Aztar pays its share of the cost, as determined by an unrelated insurance broker and the insurance carrier providing the relevant coverage, in addition to the set fee payable under the service agreement. Aztar will also reimburse Columbia Sussex for actual losses paid under the insurance programs and deductible amounts applicable to it.

Tropicana Entertainment also may enroll Aztar and its subsidiaries in the health insurance programs arranged by Columbia Sussex, as well as the 401(k) plan pursuant to the service agreement, starting after the first anniversary of the closing date of the Aztar Acquisition as Tropicana Entertainment is required to keep Aztar’s existing employee benefit plans in place for a period of one year after the Aztar Acquisition pursuant to the Aztar Merger Agreement. Each of Aztar and its subsidiaries will pay its allocated share of the cost of the health insurance programs and the 401(k) plan in addition to the set fee payable under the service agreement.

Aztar also entered into an agreement with Tropicana Casinos and Resorts, effective as of the closing date of the Aztar Acquisition, according to the terms of which Tropicana Casinos and Resorts agreed to provide to Tropicana Atlantic City, Tropicana Las Vegas, Tropicana Express and Casino Aztar Evansville certain casino services. The agreement is subject to gaming regulatory approval. Gaming regulatory approval of the terms of this agreement has not yet been obtained with respect to the Tropicana Atlantic City property and, as such, the agreement is not yet effective as to such property. The services provided pursuant to the agreement include supervision of casino operations, staffing, marketing and advertising, purchasing, casino development, compliance, accounting, internal auditing and financial reporting. Aztar agreed to pay Tropicana Casinos and Resorts its allocated portion of the corporate overhead costs for these services based on the ratio of Aztar’s net operating revenue to the total aggregate net operating revenue of casino operations owned by Tropicana Casinos and Resorts and its consolidated subsidiaries (including Aztar’s casino operations). The agreement has a perpetual term, but Aztar is entitled to terminate it at any time with 60 days’ written notice.

Tahoe Horizon

Columbia Sussex has agreed to indemnify the lenders under the senior secured credit facility against any loss they may sustain arising out of the termination of the leases at our MontBleu or Tahoe Horizon properties by Park Cattle by reason of any default under either of the leases that is in existence on the date of such indemnification agreement. In addition, Columbia Sussex guarantees Tahoe Horizon’s obligations under a gaming establishment bond required by the Nevada Gaming Commission, which expires on August 1, 2007.

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MontBleu

Columbia Sussex guarantees MontBleu’s obligations under a sales tax bond it was required to post by the State of Nevada. The bond will expire on June 6, 2008.

Columbia Sussex has agreed to indemnify the lenders under the senior secured credit facility against any loss they may sustain arising out of the termination of the leases at our MontBleu or Tahoe Horizon properties.

Belle of Baton Rouge

Columbia Sussex guarantees the obligations of the Belle of Baton Rouge under a riverboat casino bond required by the State of Louisiana, which will expire on October 20, 2008.

Vicksburg Horizon

CP Vicksburg and Columbia Sussex entered into a service agreement, dated October 27, 2003, as amended on August 7, 2006 and November 6, 2006, pursuant to which Columbia Sussex has agreed to provide Vicksburg Horizon with certain services. These services include accounting, administration, human resources, hotel management and supervision, risk management, procurement, contracting, marketing, construction and development, treasury and maintenance related services. CP Vicksburg has agreed to pay Columbia Sussex $120,000 per year for these services, subject to future increases of 3% per year commencing on January 1 of each year beginning in 2008. Columbia Sussex has also arranged a self-insured health program for CP Vicksburg’s employees, for which CP Vicksburg pays the cost allocable to its employees in addition to the set fee payable under the service agreement. Further, pursuant to the service agreement, CP Vicksburg has agreed to participate in general liability, workers compensation and property insurance programs arranged by Columbia Sussex, for which CP Vicksburg pays its share of the cost in addition to the set fee payable under the service agreement. CP Vicksburg also reimburses Columbia Sussex for actual losses paid under the insurance programs and deductible amounts applicable to its operations. In addition, pursuant to the service agreement, CP Vicksburg has agreed to adopt Columbia Sussex’s 401(k) plan, for which CP Vicksburg pays the cost allocable to its employees in addition to the set fee payable under the service agreement. Pursuant to the service agreement, CP Vicksburg has also agreed to reimburse Columbia Sussex for certain business expense overhead costs, such as travel, professional, secretarial, incidental and other approved out-of-pocket expenses incurred by Columbia Sussex in connection with the performance of services under the service agreement. The service agreement has a perpetual term, but CP Vicksburg may terminate it at any time on 60 days written notice.

Columbia Sussex guarantees CP Vicksburg’s obligations under the following bonds: a business license bond required by the city of Vicksburg, which will expire on February 3, 2008; a gaming establishment bond required by the State of Mississippi, which will expire on June 27, 2007; an alcoholic beverages bond required by the city of Vicksburg, which will expire on September 30, 2007; and a utility bond required by the city of Vicksburg, which will expire on October 10, 2007.

CP Vicksburg licenses the use of the name “Horizon” from Tropicana Casinos and Resorts. The trademark license agreement, which expires on October 27, 2013, requires CP Vicksburg to pay Tropicana Casinos and Resorts an annual fee of $12,000 for the right to use the “Horizon” name in connection with its operations.

Columbia Sussex guarantees CP Vicksburg’s obligations under its lease agreement with the city of Vicksburg. For a more detailed description of the lease agreement, see “Business — Facilities.”

CP Vicksburg loaned $3.0 million to Tropicana Entertainment in June 2007 to help fund principal and interest payments under the senior secured credit facility and interest payments under the notes. This loan, which is expressly subordinated in right of payment to the senior secured credit facility and the notes, accrues interest at the rate of 12.0% per annum and matures on January 1, 2015. No interest payments are required to be made under the loan until its maturity.

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CP Vicksburg Limited Liability Company Agreement

CP Vicksburg, the JMBS Trust and Mr. William Yung are parties to a limited liability company agreement governing the management of CP Vicksburg, and documenting their investment in it. Ownership interests in CP Vicksburg were initially issued to the following parties as follows: (i) 990 non-voting units issued to each subtrust of the JMBS Trust for the benefit of each of Mr. William Yung’s seven children and 61 non-voting units issued to Mr. William Yung (for an aggregate total of 6,991 non-voting units); and (ii) nine voting units issued solely to Mr. William Yung.

Pursuant to the limited liability company agreement, Mr. William Yung serves as the sole manager of CP Vicksburg and in such capacity has full and exclusive power to manage and control the business and affairs of CP Vicksburg, subject to certain approval rights maintained by Mr. William Yung’s children in the event of certain matters. However, the approval of Mr. William Yung’s children is not required with respect to mergers, consolidations and sales of all or substantially all assets. The manager and the number of managers appointed may be changed by an affirmative vote of members holding a majority of the voting units held by all members (all of which are held by Mr. William Yung at this time).

The limited liability company agreement contains certain terms relating to preemptive rights with respect to the issuance of additional units and certain restrictions on transfers of units.

Required Minimum Tax Distributions.  The limited liability company agreement provides that on or before April 1 of each calendar year, distributions be made for the most recently ended tax year to unit holders of record on the last day of such year in an amount equal to the highest federal, state and local income taxes payable per unit by any member with respect to CP Vicksburg’s taxable income. The limited liability company agreement provides that quarterly tax distributions may be made to members who are required to pay estimated taxes on a quarterly basis.

Distributions to Members.  CP Vicksburg made distributions to the holders of its units in an aggregate amount of $0.4 million and $1.5 million in 2006 and 2005, respectively, but did not make any distributions to the holders of its units in 2004 or 2003.

Jubilee Casino

JMBS Casino and Columbia Sussex entered into a service agreement, dated August 26, 2004, as amended on November 6, 2006, pursuant to which Columbia Sussex has agreed to provide the Jubilee Casino with certain services. These services include accounting, administration, human resources, hotel management and supervision, risk management, procurement, contracting, marketing, construction and development, treasury and maintenance related services. JMBS Casino has agreed to pay Columbia Sussex $120,000 per year for these services, subject to future increases of 3% per year commencing on January 1 of each year beginning in 2008. Further, pursuant to the service agreement, JMBS Casino has agreed to participate in general liability, workers compensation and property insurance programs arranged by Columbia Sussex, for which JMBS Casino pays its share of the cost in addition to the set fee payable under the service agreement. JMBS Casino also reimburses Columbia Sussex for actual losses paid under the insurance programs and deductible amounts applicable to its operations. In addition, pursuant to the service agreement, JMBS Casino has agreed to reimburse Columbia Sussex for certain business expense overhead costs, such as travel, professional, secretarial, incidental and other approved out-of-pocket expenses incurred by Columbia Sussex in connection with the performance of services under the service agreement. The service agreement has a perpetual term, but JMBS Casino may terminate it at any time on 60 days written notice.

JMBS Casino and Greenville Riverboat share equally the cost of operating and maintaining shuttle buses to provide transportation services to their patrons among various establishments in downtown Greenville, their respective properties, and a common parking lot. JMBS Casino and Greenville Riverboat also share equally the cost of utilities, repairs and maintenance requirements of an office building used by both companies. Each party’s share of the costs associated with the operation and maintenance of the shuttle bases were $81,000, $77,000 and $101,000 in 2004, 2005 and 2006, respectively.

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JMBS Casino loaned $4.0 million to Tropicana Entertainment in June 2007 to help fund principal and interest payments under the senior secured credit facility and interest payments under the notes. This loan, which is expressly subordinated in right of payment to the senior secured credit facility and the notes, accrues interest at the rate of 12.0% per annum and matures on January 1, 2015. No interest payments are required to be made under the loan until its maturity.

JMBS Casino Limited Liability Company Agreement

JMBS Casino and the JMBS Trust are parties to a limited liability company agreement governing the management of JMBS Casino, and documenting their investment in it. Ownership interests in JMBS Casino were initially issued to the subtrusts of the JMBS Trust equally for the benefit of each of Mr. William Yung’s seven children.

Pursuant to the limited liability company agreement, each of Mr. William Yung’s children — Mr. Joseph Yung, Mr. William J. Yung IV, Ms. Julie A. Haught, Ms. Judith A. Yung, Ms. Jennifer A. Yung, Ms. Michelle M. Christensen and Mr. Scott A. Yung — serves as a manager of JMBS Casino and, in such capacities, they collectively have full and exclusive power to manage and control the business and affairs of JMBS Casino. The managers and the number of managers appointed may be changed by an affirmative vote of members holding a majority of the units held by all members.

The limited liability company agreement contains terms relating to preemptive rights with respect to the issuance of additional units and restrictions on transfers of units.

Required Minimum Tax Distributions.  The limited liability company agreement provides that on or before April 1 of each calendar year, distributions be made for the most recently ended tax year to unit holders of record on the last day of such year in an amount equal to the highest federal, state and local income taxes payable per unit by any member with respect to JMBS Casino’s taxable income. The limited liability company agreement provides that quarterly tax distributions may be made to members that are required to pay estimated taxes on a quarterly basis.

Distributions to Member.  JMBS Casino made distributions to the JMBS Trust in an aggregate amount of $1.1 million in 2007 (which distribution was a permitted tax distribution), $6.1 million in 2006, $9.7 million in 2005 and $7.0 million in 2004.

River Palms

Realty owns the real estate and substantially all of the non-gaming assets associated with the River Palms, and a subsidiary of Tropicana Entertainment has a lease with Realty for the property, which terminates on September 30, 2018. The monthly rental payment is $425,000.

All of the membership interests in Realty are held by CSC Holdings, LLC, an affiliate of Columbia Sussex. Under the terms of the limited liability company operating agreement for Realty, Columbia Sussex has been designated the sole manager of Realty.

Realty did not make any distributions in respect of its membership interests to CSC Holdings, LLC in 2004, but did make distributions in respect of its membership interests to CSC Holdings, LLC of $4.4 million in 2006 and $0.3 million in 2005.

Columbia Sussex guarantees River Palm’s obligations under a sales tax bond required by the State of Nevada, which expires June 12, 2008; and a utility bond required by Nevada Power Company which expires September 3, 2007.

Greenville Riverboat

Greenville Riverboat and Columbia Sussex entered into a service agreement, dated January 1, 2002, pursuant to which Columbia Sussex has agreed to provide Lighthouse Point Casino with certain services. These services include accounting, administration, human resources, management, risk management, procurement, contracting, marketing and maintenance-related services. Greenville Riverboat has agreed to

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pay Columbia Sussex its proportionate share of the overhead expenses incurred by Columbia Sussex in connection with the performance of the services contemplated by the service agreement, and to reimburse Columbia Sussex for all direct costs and expenses incurred by Columbia Sussex in the performance of such services. The service agreement has a perpetual term, but Greenville Riverboat may terminate it at any time by giving 60 days written notice to Columbia Sussex.

Columbia Sussex guarantees Greenville Riverboat’s obligations under the following bonds: a utility payment bond required by Entergy Mississippi, Inc., which will expire on November 22, 2007; an alcohol tax bond required by the Alcoholic Beverage Control Division of Mississippi, which will expire on June 1, 2008; and a gaming establishment bond required by the State of Mississippi, which will expire on June 1, 2008.

Sargasso subleases a portion of the land that is leased by Greenville Riverboat from the Greenville Marine Corporation pursuant to a sublease agreement. Sargasso has constructed a restaurant and lounge on the subleased parcel. The restaurant and lounge are situated adjacent to the Lighthouse Point Casino. Sargasso pays Greenville Riverboat $3,000 per month in rent for the subleased parcel. The sublease agreement extends through 2009 and provides Sargasso with renewal options to extend the term to 2044. In October 2007, Sargasso began to lease space in its restaurant and lounge building to Greenville Riverboat at a rate of $4,400 per month. Greenville Riverboat uses this space to operate a buffet restaurant. The initial lease term extends through 2012, but may be renewed for an additional term of five years.

Sargasso provided its restaurant, lounge and hotel facilities (the hotel facility was sold by Sargasso to a third party on April 10, 2007 and Sargasso temporarily closed its restaurants and lounge on September 30, 2005, ceasing Sargasso’s services at that time) to the Lighthouse Point Casino for use by its guests and employees, and charged Greenville Riverboat customary rates for these services, which totaled $0.7 million, $0.4 million and $0.2 million in 2004, 2005 and 2006 respectively.

Greenville Riverboat and Sargasso entered into an agreement, dated March 31, 1997, effective on January 1, 1997, and amended on September 12, 1997 and December 13, 2005, according to the terms of which Greenville Riverboat currently provides security services to the Fairfield Inn, which was owned by Sargasso until April 10, 2007 when the hotel was sold. Sargasso paid Greenville Riverboat a service fee of $2,000 per month for these services which expired upon the sale of the hotel. Sargasso also agreed to reimburse Greenville Riverboat for certain identifiable out-of-pocket expenses incurred by Greenville Riverboat in connection with the performance of the security services under the agreement.

Walnut Street, Inc., a company owned by Sargasso, entered into an agreement to lease an advertising sign to Greenville Riverboat for $3,620 per month through May 2017. Greenville Riverboat is responsible for all taxes, utilities, maintenance and insurance related to the operation of the sign.

Greenville Riverboat Limited Liability Company Agreement

Tropicana Casinos and Resorts, Mr. William Yung and Rainbow are parties to a limited liability company agreement governing the operations of Greenville Riverboat, and documenting the terms of their investment in it. Ownership interests in Greenville Riverboat were initially issued to the following parties, as follows: (i) 79 units (which we refer to as the Tropicana Casinos and Resorts Units) to Tropicana Casinos and Resorts, (ii) one unit to Mr. William Yung (which we refer to as the Yung Unit) and (iii) 20 units to Rainbow (which we refer to as the Rainbow Units).

As part of the internal corporate reorganization described under “Prospectus Summary — Corporate Reorganization” and under “Business Corporate Reorganization,” Tropicana Casinos and Resorts contributed the Tropicana Casinos and Resorts Units to Tropicana Entertainment Holdings, which in turn contributed such units to Tropicana Entertainment Intermediate Holdings, which in turn contributed such units to Tropicana Entertainment. Each of the respective contributions occurred substantially concurrently. Tropicana Entertainment, Tropicana Entertainment Holdings and Tropicana Entertainment Intermediate Holdings each acknowledged and became a party to the limited liability company agreement of Greenville Riverboat.

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Pursuant to the limited liability company agreement, Tropicana Casinos and Resorts serves as the sole manager of Greenville Riverboat and in such capacity has full and exclusive power to manage and control the business and affairs of the Lighthouse Point Casino. The manager and the number of managers appointed may be changed by an affirmative vote of the members holding a majority of the units held by all members.

Allocation of net profits, net losses and distributions.  The limited liability company agreement requires that net profits, net losses and distributions be allocated as follows:

•  Net Profits:  (i) to Tropicana Casinos and Resorts to the extent of its negative capital account balance; (ii) if net losses were previously allocated to any unit holders, net profits will be allocated to them in an amount equal to the amount of such net losses previously allocated to them; (iii) to the unit holders then holding the following units: Rainbow Units — 50%, Tropicana Casinos and Resorts Units — 49.375% and the Yung Unit — 0.625%, until the aggregate net profits allocated to them since Greenville Riverboat was organized equals $3.0 million; (iv) to the unit holders then holding the Tropicana Casinos and Resorts Units and the Yung Unit in proportion to their respective ownership percentages, an aggregate amount equal to the sum of (a) $4.5 million, (b) five times a prescribed finder’s fee amount and (c) an amount equal to the aggregate additional amounts distributable as a consequence of amounts remaining undistributed as of July 1, 2004; and (v) any remaining excess profits will be allocated to the unit holders (a) for periods on or before December 31, 2003 or on and after January 1, 2025, in proportion to their respective holdings, (b) for the period commencing January 1, 2005 and ending December 31, 2023, to the unit holders then holding the Rainbow Units — 15%, Tropicana Casinos and Resorts Units — 83.9375% and the Yung Unit — 1.0625% and (c) for the fiscal years ending December 31, 2004 and December 31, 2024, to the holders of the Rainbow Units — 17.5%, Tropicana Casinos and Resorts Units — 81.46875% and the Yung Unit — 1.0325%.

•  Net Losses:  (i) if net profits were previously allocated as described in (iii), (iv) or (v) of the preceding bullet point, net losses will be allocated to them in an amount equal to the amount of net profits previously allocated to them; (ii) to any unit holders who have positive capital account balances in proportion to and to the extent of such positive balances; and (iii) any remaining balance to Tropicana Casinos and Resorts.

•  Distributions:  (i) in the case of a sale or liquidation only, to all unit holders with positive capital account balances in the proportion such positive balances bear to each other in amounts sufficient to reduce each such capital account balance to zero; (ii) an aggregate amount equal to the then undistributed amount of the returnable contribution, as defined, in the limited liability company agreement made by Tropicana Casinos and Resorts in respect of the Tropicana Casinos and Resorts Units; (iii) an aggregate amount of $3.0 million as follows: in respect of the Rainbow Units — 50%, in respect of the Tropicana Casinos and Resorts Units and the Yung Unit — 50%; (iv) an aggregate amount of $4.5 million in respect of the Tropicana Casinos and Resorts Units and the Yung Unit, provided that any amount which remains undistributed as of July 1, 2004 is to be multiplied by 70/45 and the resulting product will be deemed the remaining amount to be distributed; (v) an aggregate amount equal to five times a prescribed finder’s fee, provided that any amount which remains undistributed as of July 1, 2004 is to be multiplied by 4/3 and the resulting product will be deemed the remaining amount to be distributed; (vi) any remaining balance is to be allocated to the unit holders (a) for periods on or before June 30, 2004 and after June 30, 2024, in proportion to their respective holdings of units, and (b) for periods after June 30, 2004 and before July 1, 2024, in respect of the Rainbow Units — 15% and in respect of the Tropicana Casinos and Resorts Units and the Yung Unit — 85%.

•  Distribution Adjustment Account:  Greenville Riverboat is required to maintain a distribution adjustment account, which is to be credited with an amount equal to 8% of the excess of Greenville Riverboat’s annual gross revenues over $36,575,000. At the time each distribution would otherwise be made in respect of the Rainbow Units pursuant to the preceding bullet point, the amount of any

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such distribution is to be reduced on a dollar-for-dollar basis by any amount then credited to this distribution adjustment account, and such amount is to be distributed instead in respect of the Tropicana Casinos and Resorts Units and the Yung Unit. If any net profits were previously allocated to the Tropicana Casinos and Resorts Units or the Yung Unit pursuant to this allocation mechanism and net losses are thereafter accrued, then the Tropicana Casinos and Resorts Units and/or the Yung Units will be entitled to an allocation of such net losses in an amount equal to the amount of net profits previously allocated to them from the distribution adjustment account.

Required Minimum Tax Distributions.  The limited liability company agreement provides that minimum tax distributions and optional tax distributions be made as set forth below:

•  Minimum Tax Distributions:  On or before April 1 of each calendar year, distributions will be made for the most recently ended tax year to unit holders of record on the last day of such year in the amount necessary to satisfy federal, state and local income taxes payable by the unit holders with respect to Greenville Riverboat’s net taxable income, provided that this distribution will be reduced on a dollar-for-dollar basis by the amount of tax savings generated by tax losses or credits received by such unit holders for previous tax years.

•  Optional Tax Distributions Made at the Discretion of Tropicana Casinos and Resorts:  (i) cash distributions to the unit holders for any tax year in an amount which exceeds the required distribution described in the preceding bullet point and (ii) quarterly cash distributions to the unit holders based on an estimate of the required distribution noted in the preceding bullet point in order to permit the unit holders to pay quarterly estimated taxes.

Distributions to Members.  Greenville Riverboat made aggregate distributions in respect of its membership interests of approximately $12.5 million in 2006, approximately $10.7 million in 2005 and approximately $11.0 million in 2004. In 2006, Tropicana Casinos and Resorts received a distribution of approximately $10.5 million, Mr. William Yung received a distribution of approximately $0.1 million and Rainbow received a distribution of approximately $1.9 million. In 2005, Tropicana Casinos and Resorts received a distribution of approximately $9.0 million, Mr. William Yung received a distribution of approximately $0.1 million and Rainbow received a distribution of approximately $1.6 million. In 2004, Tropicana Casinos and Resorts received a distribution of approximately $9.0 million, Mr. William Yung received a distribution of approximately $0.1 million and Rainbow received a distribution of approximately $1.9 million.

Approval of Certain Transactions.  Subject to certain conditions, restrictions and exceptions, in order to be effective pursuant to the terms of the limited liability company agreement, the following actions require the affirmative vote or written consent of members holding a majority of the units:

•  the dissolution of Greenville Riverboat;

•  the merger, consolidation or combination of Greenville Riverboat;

•  an amendment to the certificates; or

•  the sale, exchange, lease or other transfer of all or substantially all of the property other than in the ordinary course of business.

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DESCRIPTION OF OTHER INDEBTEDNESS

The following is a summary of the material indebtedness other than the notes that we presently have outstanding. This summary is not a complete description of all of the terms of the agreements that govern our material indebtedness and is qualified in its entirety by reference to such documents.

Senior Secured Credit Facility

General

On January 3, 2007, we entered into a new senior secured credit facility with a syndicate of banks, financial institutions and other institutional lenders led by Credit Suisse as sole administrative agent and collateral agent. The senior secured credit facility was made available to Tropicana Entertainment in the form of a $1,530.0 million senior secured term loan, $229.8 million in aggregate principal amount of which we have since repaid resulting in $1,300.2 million in aggregate principal amount of such term loans outstanding as of September 30, 2007, and a $180.0 million senior secured revolving credit facility under which we presently have approximately $170.3 million in additional availability net of approximately $9.7 million of outstanding letters of credit. The proceeds of the term loan were used (a) to pay a portion of the consideration in connection with the Aztar Acquisition in accordance with the terms of the Aztar Merger Agreement, (b) to repay a portion of certain existing indebtedness of Aztar and certain affiliates of Tropicana Entertainment, (c) to pay fees and expenses incurred in connection with the Aztar Acquisition and the Acquisition Financing Transactions, including the fees and expenses incurred in connection with the senior secured credit facility and (d) to pay for expenses associated with the integration of Aztar, including severance and pension payments incurred in connection with the closing of certain facilities and the termination of certain employees.

The revolving credit facility has (a) a swingline sub-facility available for short-term borrowings and (b) a letter of credit sub-facility available for the issuance of letters of credit. Any borrowings under the swingline facility and/or issuances of letters of credit reduce availability under the revolving credit facility on a dollar-for-dollar basis. The revolving credit facility is available for general corporate purposes, including permitted acquisitions, working capital and the issuance of letters of credit for Tropicana Entertainment’s account.

All borrowings are subject to the satisfaction of customary conditions, including the absence of certain defaults and compliance with customary representations and warranties.

Interest and Fees

Effective May 29, 2007, we amended the credit documentation governing the senior secured credit facility to, among other things, reduce the applicable interest rate spread over LIBOR from 2.50% to 2.25%. As a result, the interest rates per annum applicable to loans under the senior secured credit facility are the adjusted LIBOR rate plus an applicable margin of 2.25% or an alternate base rate plus an applicable margin of 1.50% and, in the case of the revolving credit facility, will vary according to our leverage ratio during the term of the revolving credit facility. The alternate base rate is a fluctuating interest rate equal to the higher of (a) Credit Suisse’s prime rate and (b) the federal funds effective rate plus one-half of one percent (0.50%). Interest is calculated on the basis of actual days elapsed in a 360-day year (or 365 or 366-day year, in the case of alternate base rate loans calculated in accordance with Credit Suisse’s prime rate) and payable at the end of each interest period, and, in any event, at least quarterly. After the delivery of financial statements for the first two full quarters ending after the closing date, the applicable margins for the revolving credit facility may decrease if we succeed in attaining a lower leverage ratio.

In addition, in connection with any letters of credit issued under the revolving credit facility, we are required to pay to the revolving lenders, in addition to customary issuance and administration fees, a per annum fee equal to the spread over adjusted LIBOR under the revolving facility on the aggregate face amount of outstanding letters of credit, and a fronting fee to the issuing bank equal to 0.25% of the aggregate face amount of outstanding letters of credit, both payable in arrears at the end of each quarter

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and upon the termination of the revolving facility, calculated based on the actual number of days elapsed over a 360-day year.

We are also required to pay to the lenders under the revolving credit facility a commitment fee in respect of the undrawn portion of the commitments at a per annum rate of 0.50%, payable in arrears at the end of each quarter and upon the termination of the commitments, calculated based on the number of days elapsed in a 360-day year.

Prepayments

The term loan is required to be prepaid with, subject to certain exceptions (a) 50% of our Excess Cash Flow (as defined in the credit documentation governing the senior secured credit facility) less Extraordinary Receipts (as described below) for such period, (b) 100% of the net cash proceeds of asset sales or other dispositions of property by Tropicana Entertainment Intermediate Holdings and its subsidiaries (other than Tropicana Las Vegas Holdings, LLC, or Tropicana Las Vegas Holdings, and its subsidiaries), Realty, CP Vicksburg and JMBS Casino (including proceeds from the sale of stock by any such companies and casualty and condemnation proceeds), (c) 100% of the net cash proceeds of issuances, offerings or placements of debt obligations by Tropicana Entertainment Intermediate Holdings LLC and its subsidiaries (other than Tropicana Las Vegas Holdings and its subsidiaries), Realty, CP Vicksburg and JMBS Casino, (d) 50% of the net cash proceeds of issuances of equity securities by Tropicana Entertainment Intermediate Holdings and its subsidiaries (other than Tropicana Las Vegas Holdings and its subsidiaries), Realty, CP Vicksburg and JMBS Casino, (e) 100% of Extraordinary Receipts (as defined in the credit documentation governing the senior secured credit facility to include certain specified title insurance proceeds and indemnity payments related to the Park Cattle disputes) and (f) in the event of the sale of all or substantially all of the assets of Tropicana Las Vegas Holdings and its subsidiaries or the sale of all or substantially all of the equity interests in Tropicana Las Vegas Holdings or the Las Vegas Borrower, 100% of the gross proceeds from such sale (less fees paid in connection with such sale and amounts required to pay off such companies’ indebtedness). In addition, as a result of the fact that the Casino Queen Acquisition Agreement was terminated, on March 14, 2007 and March 30, 2007, we repaid $167.9 million in aggregate principal amount of the term loan under the senior secured credit facility, which funds had been set aside to fund the acquisition of Casino Queen. See “Prospectus Summary — Recent Developments — Casino Queen Developments.” Between April 1, 2007 and September 30, 2007, we repaid an additional $61.9 million in aggregate principal amount of the term loan under the senior secured credit facility, resulting in aggregate principal repayments of $229.8 million and an aggregate principal amount outstanding of $1,300.2 million, in each case, as of September 30, 2007.

The percentage of net cash proceeds from the issuance of equity securities and excess cash flow less extraordinary receipts for such period required to be applied in prepayment of the term loan will be decreased upon our attainment of a lower leverage ratio.

Voluntary prepayments of the term loan and voluntary reductions in the unused commitments under the revolving credit facility are permitted, in whole or in part, in minimum amounts as set forth in the credit documentation governing the senior secured credit facility.

Amortization of Principal

The term loan will mature on January 3, 2012. Under the terms of the credit documentation governing the senior secured credit facility, the term loan amortizes in equal quarterly installments in an aggregate annual amount equal to 1% of its original principal amount, with the balance to be paid on the maturity date of the loan. However, in accordance with the terms of such credit documentation, certain mandatory and voluntary repayments of the principal amount outstanding under the term loan made by Tropicana Entertainment have been applied against future scheduled quarterly amortization payments. As a consequence of such mandatory and voluntary repayments, as of September 30, 2007, Tropicana Entertainment is no longer required to make any additional quarterly amortization payment. The revolving line of credit

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under the senior secured credit facility will mature and the commitments under such facility will terminate on January 3, 2012.

Guarantees and Security

Tropicana Entertainment’s obligations under the senior secured credit facility are fully and unconditionally guaranteed by Tropicana Finance and the guarantors of the notes. In addition, amounts drawn under the revolving facility in excess of $100.0 million will be guaranteed on a senior unsecured basis by Columbia Sussex, provided that the amount of principal to be so guaranteed shall not exceed $80.0 million.

The senior secured credit facility is also secured by a perfected first-priority security interest in substantially all of Tropicana Entertainment’s tangible and intangible assets, as well as all of the tangible and intangible assets of each guarantor, whether owned on the closing date or acquired thereafter, including a pledge of all equity interests in Tropicana Entertainment, a pledge of all equity interests owned by Tropicana Entertainment and by each of the guarantors, security interests in accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property (except gaming licenses and related licenses), real property, water vessels, cash, deposit and securities accounts, commercial tort claims, letter of credit rights and intercompany notes.

Covenants and Other Matters

The senior secured credit facility contains covenants that limit, subject to certain exceptions, our ability to, among other things:

•  incur debt;

•  declare certain dividends or make distributions;

•  prepay, redeem or repurchase our outstanding indebtedness;

•  incur liens or other encumbrances;

•  make loans or other investments;

•  merge, consolidate or sell substantially all of our property or business;

•  make capital expenditures above certain prescribed levels during any fiscal year;

•  enter into transactions with affiliates (which are not guarantors of the senior secured credit facility);

•  cause subsidiaries to pay dividends or make distributions;

•  amend debt or other material agreements; and

•  enter into a new line of business.

The senior secured credit facility also requires us to comply with certain financial covenants, including a maximum leverage ratio and a minimum interest coverage ratio which will become more restrictive over time.

Events of default under the senior secured credit facility include customary events for a facility of its type, such as nonpayment of principal or interest under the term loan and revolving credit facility, violation of covenants, incorrectness in any material respect in any representation or warranty that Tropicana Entertainment, its subsidiaries or the affiliate guarantors make in connection with the credit facility, default under certain leases, revocation of gaming licenses, and change of control. In addition, the credit documentation governing the senior secured credit facility includes cross-default and cross-acceleration provisions with respect to our other material indebtedness, including the notes.

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Senior Secured Las Vegas Loan

General

On January 3, 2007, one of Tropicana Entertainment’s subsidiaries, the Las Vegas Borrower, obtained the Las Vegas secured loan, which was provided by a syndicate of banks, financial institutions and other institutional lenders led by Credit Suisse as sole administrative agent and collateral agent. The Las Vegas Borrower is a subsidiary of Tropicana Las Vegas Holdings. The Las Vegas secured loan consists of a $440.0 million senior secured term facility, which was drawn in full on January 3, 2007.

Maturity and Options to Extend

The initial term of the Las Vegas secured loan concludes on July 3, 2008. The Las Vegas Borrower is entitled to two six-month extensions of the term of the Las Vegas secured loan, provided that extension fees are paid, the loan is not in default and other customary conditions set forth in the credit documentation governing the loan are satisfied.

Interest and Fees

Effective May 29, 2007, the Las Vegas Borrower amended the credit documentation governing the Las Vegas secured loan to, among other things, reduce the applicable interest rate spread over LIBOR from 2.50% to 2.25%. Accordingly, the interest rates per annum applicable to the Las Vegas secured loan are, at our option, the adjusted LIBOR rate plus an applicable margin of 2.25% or an alternate base rate plus an applicable margin of 1.50%. Interest will be calculated on the basis of actual days elapsed in a 360-day year (or 365 or 366-day year, in the case of alternate base rate loans) and payable at the end of each interest period, which must be at least every three months.

On the closing date, the Las Vegas Borrower deposited into an escrow account cash in an amount sufficient to pay all scheduled interest payments in respect of the Las Vegas secured loan for a one-year period. If the maturity date of the Las Vegas secured loan is extended pursuant to the available options, then the Las Vegas Borrower will be required as a condition of such extension to deposit into the escrow account cash which, together with any amount remaining in such escrow, is sufficient to pay all scheduled interest payments that will come due during the applicable extension period.

Prepayments

The Las Vegas secured loan is required to be prepaid with, subject to certain exceptions, (a) 100% of the Las Vegas Borrower’s Excess Cash Flow (as defined in the credit documentation governing the Las Vegas secured loan), (b) 50% of the net cash proceeds of any sale of the equity interests of Tropicana Las Vegas Holdings or any of its subsidiaries, (c) 100% of the net cash proceeds of any OpCo Intermediate Equity Issuance (as defined in the agreement governing the Las Vegas secured loan, to include non-ordinary course tax refunds or indemnity payments) to the extent that such net cash proceeds are not used to pay down the senior secured credit facility, (d) 100% of the net cash proceeds of all asset sales or other dispositions of property by the Las Vegas Borrower or its subsidiaries (including proceeds from the sale of stock of any of Tropicana Las Vegas Holdings’ subsidiaries and insurance and condemnation proceeds), (e) 100% of the net cash proceeds of issuances, offerings or placements of debt obligations of Tropicana Las Vegas Holdings or any of its subsidiaries (including any mortgage financing relating to the 34-acre Tropicana Las Vegas parcel situated on the “Strip,” which we refer to as the Tropicana Property) and (f) 100% of any Extraordinary Receipts (as defined in the credit documentation governing the Las Vegas secured loan to include certain non-ordinary course tax refunds, indemnity payments, litigation proceeds and certain other specified amounts).

Voluntary prepayments of the Las Vegas secured loan are permitted, in whole or in part, in minimum amounts as set forth in the credit documentation governing the Las Vegas secured loan.

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Amortization of Principal

The Las Vegas secured loan is payable in full at maturity, and is not subject to scheduled amortization.

Guarantees and Security

The Las Vegas secured loan is unconditionally guaranteed by Tropicana Las Vegas Holdings and each of the Las Vegas Borrower’s existing and subsequently acquired or formed domestic subsidiaries, and to the extent no adverse tax consequences to the Las Vegas Borrower would result therefrom and to the extent not prohibited by applicable law, foreign subsidiaries (together with Tropicana Las Vegas Holdings, we refer to these entities collectively as the Las Vegas secured loan guarantors).

The Las Vegas secured loan is secured by substantially all of the assets of the Las Vegas Borrower and the Las Vegas secured loan guarantors, whether owned on the closing date or acquired thereafter, including a perfected first-priority pledge of all of the equity interests of the Las Vegas Borrower held by Tropicana Las Vegas Holdings, a perfected first-priority pledge of all of the equity interests held by the Las Vegas Borrower or any land loan guarantor, perfected first-priority security interests in, and mortgages on, substantially all of the tangible and intangible assets of the Las Vegas Borrower and each land loan guarantor, which assets include, specifically, a perfected first mortgage on the fee simple interest in the Tropicana Property, an assignment of all related leases, rents, deposits, letters of credit, income and profits, and an assignment and/or a perfected security interest in all contracts, agreements and personal property related to the Tropicana Property. The Las Vegas secured loan is also secured by a perfected first-priority pledge of all of the equity interests in Tropicana Entertainment Intermediate Holdings.

In connection with the arrangement of the Las Vegas secured loan, we received a third party appraisal of the market value of the Tropicana Las Vegas of $900.0 million, of which $842.0 million was attributed to the underlying land and the balance to the present value of the estimated future cash flows (as estimated and calculated by the appraiser) of the Tropicana Las Vegas over the next two years.

The third party appraisal was based upon a number of assumptions and estimates made by the appraiser (and not our management), including estimates regarding the future performance of the Tropicana Las Vegas, that may not be realized, and should not be construed as representing the actual value that would be obtained if the Tropicana Las Vegas were to be transferred to a third party or providing any forecast or projection of the expected financial performance of the Tropicana Las Vegas over any future period. In addition, as the subsidiaries of Tropicana Entertainment that hold the assets and operations of the Tropicana Las Vegas do not guarantee the outstanding notes, will not guarantee the exchange notes and are not subject to the restrictive covenants contained in the indenture, investors in the exchange notes should not rely on the assets or cash flow of the Tropicana Las Vegas for purposes of making an investment decision with respect to the exchange notes.

Covenants and Other Matters

The credit documentation governing the Las Vegas secured loan contains covenants that limit the Las Vegas Borrower’s ability to, among other things:

•  incur debt;

•  declare certain dividends on, redeem or repurchase its capital stock generally;

•  prepay, redeem or repurchase its outstanding indebtedness;

•  incur liens or other encumbrances;

•  make loans or other investments;

•  merge, consolidate or sell substantially all its property or business;

•  make certain capital expenditures;

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•  cause its subsidiaries to pay dividends or make distributions; and

•  amend debt or other material agreements.

The Las Vegas secured loan also requires the Las Vegas Borrower to comply with certain financial covenants, including a maximum ratio of total indebtedness to the appraised value of the Tropicana Property of 60%, and maximum capital expenditure amounts.

Events of default under the Las Vegas secured loan include customary events for a facility of this type, such as nonpayment of principal or interest, violation of covenants, incorrectness in any material respect of any representation or warranty, default under certain leases, and change of control. In addition, the Las Vegas secured loan includes cross-default and cross-acceleration provisions.

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DESCRIPTION OF THE EXCHANGE NOTES

Tropicana Entertainment, LLC and Tropicana Finance Corp. issued the Outstanding Notes under an Indenture (the “Indenture”), dated December 28, 2006, among Tropicana Entertainment, LLC, Tropicana Finance Corp. and U.S. Bank National Association, as Trustee. We will issue the Exchange Notes under the Indenture. The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939. The terms of the Exchange Notes are identical in all material respects to the Outstanding Notes except that, upon completion of the exchange offer, the Exchange Notes will be:

•  registered under the Securities Act;

•  newly issued securities that will not be eligible for trading in The PORTAL^tm Market, a subsidiary of The Nasdaq Stock Market, Inc.; and

•  generally free of any covenants regarding exchange registration rights.

Certain terms used in this description are defined under the subheading “— Certain Definitions”. In this description:

•  the term “Company” refers only to Tropicana Entertainment, LLC and not to any of its subsidiaries, not to CP Laughlin Realty, LLC or Columbia Properties Vicksburg LLC, affiliates of ours that guarantee the Outstanding Notes and will guarantee the Exchange Notes but that are not subsidiaries of ours, and not to JMBS Casino LLC, an affiliate of the Yung family that guarantees the Outstanding Notes and will guarantee the Exchange Notes but that is not a subsidiary of Tropicana Entertainment;

•  the term “Tropicana Finance” refers only to Tropicana Finance Corp., a wholly-owned subsidiary of the Company with nominal assets and which conducts no operations;

•  the terms “Issuers”, “we”, “our” and “us” refer to the Company and Tropicana Finance;

•  the term “Exchange Notes” means the Notes to be issued pursuant to the exchange offer and the Indenture;

•  the term “Notes” means the Outstanding Notes and the Exchange Notes, in each case outstanding at any given time and issued under the Indenture; and

•  the term “Outstanding Notes” means the Notes issued on December 28, 2006 pursuant to the Indenture.

The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture and the Trust Indenture Act of 1939 because they, not this description, define your rights as holders of the Notes. You may request a copy of the Indenture at our address set forth under the heading “Where You Can Find More Information”.

Please note that the Indenture and the following description thereof contain certain references to the Casino Queen Acquisition, which, at the time of the execution of the Indenture, was expected to be consummated. Due to reasons beyond our control, the conditions to the closing of the acquisition set forth in the definitive agreement governing the Casino Queen Acquisition were not satisfied by February 28, 2007, the outside date for the consummation of the transaction, and accordingly the definitive agreement governing the Casino Queen Acquisition was terminated on March 9, 2007. See “Prospectus Summary — Casino Queen Developments”. The Indenture has not been amended to reflect the fact that the Casino Queen Acquisition has not been, and is no longer expected to be, consummated.

Brief Description of the Exchange Notes

The Exchange Notes will be:

•  unsecured senior subordinated obligations of the Issuers;

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•  subordinated in right of payment to all existing and future Senior Indebtedness of the Issuers;

•  senior in right of payment to any future Subordinated Obligations of the Issuers; and

•  guaranteed by each Notes Guarantor.

Principal, Maturity and Interest

The Issuers issued the Outstanding Notes in the aggregate principal amount of $960.0 million on December 28, 2006 and will issue up to an aggregate principal amount of $960.0 million of the Exchange Notes in the exchange offer. The Notes will mature on December 15, 2014. Subject to our compliance with the covenant described under the subheading “— Certain Covenants — Limitation on Indebtedness”, we are permitted to issue more Notes from time to time (the “Additional Notes”). The Notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of the Exchange Notes”, references to the Notes include any Additional Notes actually issued.

Interest on the Notes accrues at the rate of 95/8% per annum and is payable semiannually in arrears on June 15 and December 15, commencing, in the case of the Outstanding Notes, on June 15, 2007 and, in the case of the Exchange Notes, on December 15, 2007 since the exchange offer will not be completed until after June 15, 2007. We will make each interest payment to the holders of record of the Notes on the immediately preceding June 1 and December 1. We will pay interest on overdue principal at 1% per annum in excess of the above rate and will pay interest on overdue installments of interest at such higher rate to the extent lawful.

Interest on the Outstanding Notes began to accrue from the date of original issuance. Interest on the Exchange Notes will begin to accrue from the date of their original issuance. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional Redemption

Except as set forth below or under “— Gaming Redemption”, we will not be entitled to redeem the Notes at our option prior to December 15, 2010.

On and after December 15, 2010, we will be entitled at our option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on December 15 of the years set forth below:

	Redemption
Period	Price
2010		104.813	%
2011		102.406	%
2012 and thereafter		100.000	%

In addition, at any time prior to December 15, 2009, we will be entitled at our option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 109.625%, plus accrued and unpaid interest to the redemption date, with the Net Cash Proceeds from one or more Qualified Equity Offerings; provided, however, that

(1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or any of its Affiliates); and

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(2) each such redemption occurs within 90 days after the date of the related Qualified Equity Offering.

Prior to December 15, 2010, we will be entitled at our option to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

“Applicable Premium” means with respect to a Note at any redemption date, the greater of (i) 1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such Note on December 15, 2010 (such redemption price being described in the second paragraph in this “— Optional Redemption” section exclusive of any accrued interest) plus (2) all required remaining scheduled interest payments due on such Note through December 15, 2010 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such note on such redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after December 15, 2010, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, plus 0.50%.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes from the redemption date to December 15, 2010, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to December 15, 2010.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by the Trustee, Reference Treasury Dealer Quotations for such redemption date.

“Quotation Agent” means the Reference Treasury Dealer selected by the Trustee after consultation with the Company.

“Reference Treasury Dealer” means Credit Suisse Securities (USA) LLC and its successors and assigns and two other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding such redemption date.

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Gaming Redemption

If, at any time, any Gaming Authority requires that a Holder or beneficial owner of Notes be licensed or obtain interim casino authorization or be found qualified or suitable under any Gaming Laws applicable to the Company or any Affiliated Guarantor and such Holder or beneficial owner:

(1) fails to apply for a license, authorization, qualification or finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or

(2) is denied such license, authorization, qualification or not found suitable,

subject to applicable Gaming Laws the Issuers shall have the right, at their option:

(1) to require such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority; or

(2) to call for the redemption of the Notes held by such Holder or beneficial owner at a redemption price equal to the lesser of:

(A) the principal amount thereof, together with accrued interest to the earlier of the date of redemption or the date of the denial of license, authorization, qualification or finding of unsuitability by such Gaming Authority;

(B) the price at which such Holder or beneficial owner acquired the Notes, together with accrued interest to the earlier of the date of redemption or the date of the denial of license, authorization, qualification or finding of unsuitability by such Gaming Authority; and

(C) such other lesser amount as may be required by such Gaming Authority.

Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of Notes will not be licensed, authorized, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner thereof will not have any further rights with respect to the Notes to (x) exercise, directly or indirectly, through any Person, any right conferred by the Notes or (y) receive any interest or any other distribution or payment with respect to the Notes, except the redemption price with respect to the Notes as described above.

The Issuers shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for any such license, authorization, qualification or finding of suitability shall pay all costs and fees, including filing fees, investigatory fees, administrative fees and attorney fees, of the application for such license, authorization, qualification or finding of suitability.

Selection and Notice of Redemption

If we are redeeming less than all the Notes at any time (other than pursuant to the redemption provisions described under “— Gaming Redemption”), the Trustee will select Notes on a pro rata basis to the extent practicable.

We will redeem Notes of $2,000 or less in whole and not in part. We will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. We will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

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Mandatory Redemption; Offers to Purchase; Open Market Purchases

We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under the captions “— Change of Control” and “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock”. We may at any time and from time to time purchase Notes in the open market or otherwise.

Guaranties

The Outstanding Notes are guaranteed, and the Exchange Notes will be guaranteed, by the Notes Guarantors, which include the Subsidiary Guarantors and the Affiliated Guarantors. The Notes Guarantors jointly and severally guarantee or will guarantee, as the case may be, on a senior subordinated basis, the Issuers’ obligations under the Outstanding Notes and the Exchange Notes, respectively. The obligations of each Notes Guarantor under its Notes Guaranty is limited as necessary to prevent that Notes Guaranty from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Risks Related to this Offering and Our Indebtedness — U.S. federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received from us or the guarantors”.

If a Notes Guaranty were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Notes Guarantor, and, depending on the amount of such indebtedness, a Notes Guarantor’s liability on its Notes Guaranty could be reduced to zero. See “Risk Factors — Risks Related to this Offering and Our Indebtedness — Because the notes and each guarantor’s liability under its guaranty may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from us or from some or all of the guarantors”.

Each Notes Guarantor that makes a payment under its Notes Guaranty will be entitled upon payment in full of all guarantied obligations under the Indenture to a contribution from each other Notes Guarantor in an amount equal to such other Notes Guarantor’s pro rata portion of such payment based on the respective net assets of all the Notes Guarantors at the time of such payment determined in accordance with GAAP.

Pursuant to the Indenture, (A) a Notes Guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to any other Person to the extent described below under “— Certain Covenants — Merger and Consolidation” and (B) the Capital Stock of a Notes Guarantor may be sold or otherwise disposed of to another Person to the extent described below under “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock;” provided, however, that, in the case of the consolidation, merger or transfer of all or substantially all the assets of a Notes Guarantor if such other Person is not an Issuer or a Notes Guarantor, such Notes Guarantor’s obligations under its Notes Guaranty must be expressly assumed by such other Person, except that such assumption will not be required in the case of:

(1) the sale or other disposition (including by way of consolidation or merger) of a Notes Guarantor, including the sale or disposition of Capital Stock of a Notes Guarantor, following which (x) with respect to a sale or disposition involving a Subsidiary Guarantor, such Subsidiary Guarantor is no longer a Subsidiary and (y) with respect to a sale or disposition involving an Affiliated Guarantor, such Affiliated Guarantor is no longer an Affiliate of the Company;

(2) the sale or disposition of all or substantially all the assets of a Notes Guarantor;

in each case other than to an Issuer or an Affiliate of an Issuer and as permitted by the Indenture and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under the covenant described under “— Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition (including, in connection with any sale or disposition of the Capital Stock of an Affiliated Guarantor, causing the holders of the shares of Capital

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Stock of such Affiliated Guarantor to comply with such covenant). Upon any sale or disposition described in clause (1) or (2) above, the obligor on the related Notes Guaranty will be released from its obligations thereunder.

The Subsidiary Guaranty of a Subsidiary Guarantor also will be released:

(1) upon the designation of such Subsidiary Guarantor as an Unrestricted Party;

(2) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement upon its incurrence of such Indebtedness pursuant to the covenant described under “— Certain Covenants — Future Subsidiary Guarantors”; or

(3) if the Issuers exercise their legal defeasance option or covenant defeasance option as described under “— Defeasance” or if the Issuers’ obligations under the Indenture are discharged in accordance with the terms of the Indenture.

The Affiliated Guaranty of an Affiliated Guarantor also will be released:

(1) upon the designation of such Affiliated Guarantor as an Unrestricted Party; provided, however, that such Affiliated Guarantor will not Guarantee any other Indebtedness of the Issuers or any of their Subsidiaries immediately following such designation; or

(2) if we exercise our legal defeasance option or covenant defeasance option as described under “— Defeasance” or if our obligations under the Indenture are discharged in accordance with the terms of the Indenture.

Ranking

Senior Indebtedness versus Notes

The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Notes Guaranty is subordinate in right of payment to the prior payment in full of all Senior Indebtedness of the Issuers or the relevant Notes Guarantor, as the case may be, including the obligations of the Company and such Notes Guarantor under the Credit Agreement.

As of September 30, 2007:

(1) the Issuers’ Senior Indebtedness was approximately $1,300.2 million, all of which was Secured Indebtedness;

(2) the Senior Indebtedness of the Notes Guarantors was approximately $1,300.2 million, all of which consisted of their respective guaranties of Senior Indebtedness of the Company under the Credit Agreement; and

(3) Tropicana Finance had no Senior Indebtedness outstanding other than in respect of its guaranty of Senior Indebtedness of the Company under the Credit Agreement.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuers and the Notes Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “— Certain Covenants — Limitation on Indebtedness”.

Liabilities of Subsidiaries and Affiliated Guarantors versus Notes

All of our operations are conducted through our subsidiaries. In addition, CP Laughlin Realty, LLP, one of the Affiliated Guarantors, owns the real estate and improvements (other than gaming equipment) with respect to one of our casino operations, and leases this real estate and these improvements to us in exchange for cash lease payments. Columbia Properties Vicksburg, LLC, another Affiliated Guarantor, owns and operates the Vicksburg Horizon. JMBS Casino LLC, the third Affiliated Guarantor, owns and

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operates the Jubilee Casino. The Affiliated Guarantors do not currently have any subsidiaries. Some of our subsidiaries do not guarantee the Outstanding Notes and will not guarantee the Exchange Notes, and, as described above under “— Guaranties”, Subsidiary Guaranties, as well as the Affiliated Guaranties, may be released under certain circumstances. In addition, certain of our future subsidiaries (and certain future subsidiaries of the Affiliated Guarantors) may not be required to guarantee the Notes. Specifically, no future Foreign Subsidiaries are required to guarantee the Notes. Claims of creditors of any non-guarantor subsidiaries, including trade creditors holding indebtedness or guarantees issued by such non-guarantor subsidiaries, and claims of preferred stockholders of such non-guarantor subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor subsidiaries over the claims of our creditors, including holders of the Notes, even if such claims do not constitute Senior Indebtedness. Accordingly, the Notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor subsidiaries.

Not all of our existing Subsidiaries guarantee the Outstanding Notes or will Guarantee the Exchange Notes. Specifically, Greenville Riverboat, which is a non-wholly-owned subsidiary of the Company, does not guarantee the Outstanding Notes and will not guarantee the Exchange Notes, although it is a Restricted Subsidiary under the Indenture. Further, all of the Subsidiaries of Tropicana Entertainment that hold the assets and operations relating to the Tropicana Las Vegas, including the 34-acre property located on the Las Vegas “Strip”, are designated as “Unrestricted Parties” under the Indenture, and do not guarantee the Outstanding Notes and will not guarantee the Exchange Notes. On a pro forma basis to give effect to the Transactions, our Subsidiaries (other than the Subsidiary Guarantors) generated $196.8 million of our net operating revenues for the year ended December 31, 2006. Our Subsidiaries (other than the Subsidiary Guarantors) generated $97.8 million of our net operating revenues for the six months ended June 30, 2007. Although the Indenture limits the incurrence of Indebtedness and preferred stock by certain of our Subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See “— Certain Covenants — Limitation on Indebtedness”.

In addition, the Indenture does not impose any limitation on the incurrence of liabilities by Subsidiaries that are designated as “Unrestricted Parties”. Specifically, our Subsidiaries that hold the assets and operations relating to our Las Vegas casino are obligors under the $440.0 million Las Vegas secured loan and it is expected that the Las Vegas secured loan will be refinanced with a more construction financing relating to the development of our 34-acre property located on the Las Vegas “Strip”, and the aggregate principal amount of this financing is expected to be significantly greater than the $440.0 million Las Vegas secured loan.

Other Senior Subordinated Indebtedness versus Notes

Only Indebtedness of the Issuers or a Notes Guarantor that is Senior Indebtedness ranks senior to the Notes and the relevant Notes Guaranty in accordance with the provisions of the Indenture. The Notes and each Notes Guaranty in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuers and the relevant Notes Guarantor, respectively.

We and the Notes Guarantors have agreed in the Indenture that we and they will not Incur any Indebtedness that is subordinate or junior in right of payment to our Senior Indebtedness or the Senior Indebtedness of such Notes Guarantors, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The Indenture does not treat (i) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Payment of Notes

We are not permitted to pay principal of, premium, if any, or interest on the Notes or make any deposit pursuant to the provisions described under “ — Defeasance” below and may not purchase, redeem

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or otherwise retire any Notes (collectively, “pay the Notes”) if either of the following occurs (a “Payment Default”):

(1) any Obligation on any Designated Senior Indebtedness of the Issuers is not paid in full in cash when due; or

(2) any other default on Designated Senior Indebtedness of the Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, the Issuers are permitted to pay the Notes if the Issuers and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers are not permitted to make any payment (other than payments or distributions made from any defeasance or redemption trust described under “Defeasance” to the extent the funds in any such trust were deposited prior to the applicable default) with respect to Obligations arising under the Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to us) of written notice (a “Blockage Notice”) of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1) by written notice to the Trustee and us from the Person or Persons who gave such Blockage Notice;

(2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

(3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Issuers are permitted to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period.

Upon any payment or distribution of the assets of an Issuer upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to such Issuer or its property:

(1) the holders of Senior Indebtedness of the applicable Issuer will be entitled to receive payment in full in cash of such Senior Indebtedness before the holders of the Notes are entitled to receive any payment;

(2) until the Senior Indebtedness of the applicable Issuer is paid in full in cash, any payment or distribution to which holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that holders of Notes may receive certain Capital Stock and subordinated debt obligations; and

(3) if a distribution is made to holders of the Notes that, due to the subordination provisions, should not have been made to them, such holders of the Notes are required to hold it in trust for the holders of Senior Indebtedness of the applicable Issuer and pay it over to them as their interests may appear.

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The subordination and payment blockage provisions will not prevent the Issuers from repurchasing, redeeming, repaying or prepaying any Notes to the extent required to do so by any Gaming Authority, as described above under the caption “— Gaming Redemption”.

The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Indenture upon the failure of an Issuer to pay interest or principal with respect to the Notes when due by their terms. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration.

A Notes Guarantor’s obligations under its Notes Guaranty are senior subordinated obligations. As such, the rights of Noteholders to receive payment by a Notes Guarantor pursuant to its Notes Guaranty will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Notes Guarantor. The terms of the subordination and payment blockage provisions described above with respect to the Issuers’ obligations under the Notes apply equally to a Notes Guarantor and the obligations of such Notes Guarantor under its Notes Guaranty.

By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of an Issuer or a Notes Guarantor who are holders of Senior Indebtedness of an Issuer or a Notes Guarantor, as the case may be, may recover more, ratably, than the holders of the Notes, and creditors of an Issuer or a Subsidiary Guarantor who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the holders of the Notes.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described under “— Defeasance”.

Book-Entry, Delivery and Form

The Exchange Notes will be issued in the form of one or more fully registered notes in global form (“Global Notes”). Generally, the Exchange Notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The Exchange Notes will be issued at the closing of the exchange offer.

The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes”. Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member

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of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of the appropriate Participants with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations which are Participants in such system. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Issuers and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership

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of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Issuers. Neither the Issuers nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under “Transfer Restrictions”, transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised the Issuers that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants, it is under no obligation to perform such procedures, and such procedures may be discontinued or changed at any time. Neither the Issuers nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in each case, a successor depositary is not appointed;

(2) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of the Certificated Notes; or

(3) there has occurred and is continuing a Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

The Issuers will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Issuers will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address. The Notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuers expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

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Change of Control

Upon the occurrence of any of the following events (each a “Change of Control”), each Holder shall have the right to require that the Issuers repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date):

(1) prior to the first public offering of common stock of the Company or any Company Parent, or of any Affiliated Guarantor, as the case may be, the Permitted Holders cease to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority of the aggregate of the total voting power of the Voting Stock of the Company, or such Affiliated Guarantor, as the case may be, whether as a result of issuance of securities of the Company or a Company Parent, or of such Affiliated Guarantor, as the case may be, any merger, consolidation, liquidation or dissolution of the Company or a Company Parent, or of such Affiliated Guarantor, as the case may be, or any direct or indirect transfer of securities by the Company or a Company Parent, or by such Affiliated Guarantor, as the case may be, or otherwise (for purposes of this clause (1) and clause (2) below, the Permitted Holders shall be deemed to beneficially own any Voting Stock of a Person (the “specified person”) held by any other Person (the “parent entity”) so long as the Permitted Holders beneficially own (as so defined), directly or indirectly, in the aggregate a majority of the voting power of the Voting Stock of the parent entity);

(2) after the first public offering of common stock of the Company or any Company Parent, or of any Affiliated Guarantor, as the case may be, any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in clause (1) above, except that for purposes of this clause (2) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Company or a Company Parent, or of such Affiliated Guarantor, as the case may be; provided, however, that the Permitted Holders beneficially own (as defined in clause (1) above), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the Company or such Affiliated Guarantor, as the case may be, than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors (for the purposes of this clause (2), such other person shall be deemed to beneficially own any Voting Stock of a specified person held by a parent entity, if such other person is the beneficial owner (as defined in this clause (2)), directly or indirectly, of more than 35% of the voting power of the Voting Stock of such parent entity and the Permitted Holders beneficially own (as defined in clause (1) above), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);

(3) after the first public offering of common stock of the Company or any Company Parent, or of any Affiliated Guarantor, as the case may be, individuals who on the Issue Date constituted the Board of Directors of the Company, any Company Parent or any Affiliated Guarantor, as the case may be (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders or other equity holders of the Company, such Company Parent or such Affiliated Guarantor, as the case may be, was approved by a vote of a majority of the directors of the Company, such Company Parent or such Affiliated Guarantor, as the case may be, then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Board of Directors of the Company, such Company Parent or such Affiliated Guarantor, as the case may be, then in office;

(4) the adoption of a plan relating to the liquidation or dissolution of the Company, any Company Parent or any Affiliated Guarantor; or

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(5) the merger or consolidation of the Company or any Company Parent with or into another Person or the merger of another Person with or into the Company or any Company Parent, or the sale of all or substantially all the assets of the Company or any Company Parent (determined on a consolidated basis) to another Person other than (A) a transaction in which the survivor or transferee is a Person that is controlled by the Permitted Holders or (B) a transaction following which (i) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company or such Company Parent, as the case may be, immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction and (ii) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Notes and a Subsidiary of the transferor of such assets.

Within 30 days following any Change of Control, unless we have previously or concurrently mailed a redemption notice with respect to all outstanding Notes as described under “— Optional Redemption”, we will mail a notice by first class mail to each Holder with a copy to the Trustee (the “Change of Control Offer”), to the address of such Holder appearing on the security register, stating:

(1) that a Change of Control has occurred and that such Holder has the right to require us to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);

(2) the circumstances and relevant facts regarding such Change of Control;

(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(4) the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes purchased.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and the regulations of the SEC promulgated thereunder and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company or a Company Parent and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the Initial Purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture,

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but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described under “— Certain Covenants — Limitation on Indebtedness”. Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

The Credit Agreement does not prohibit us from purchasing any Notes and provides that the occurrence of certain change of control events with respect to the Company constitute a default thereunder. In the event that at the time of such Change of Control the terms of any Senior Indebtedness (including the Credit Agreement) restrict or prohibit the purchase of Notes following such Change of Control, we may seek the consent of our lenders to the purchase of Notes or may attempt to refinance the borrowings that contain such prohibition. If we do not obtain such consents or repay such borrowings, we will remain prohibited from purchasing Notes. In such case, our failure to offer to purchase Notes would constitute a Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payment to the Holders of Notes.

Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the Holders of their right to require us to repurchase their Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of Notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company or any Company Parent to any Person. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company or any Company Parent. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of Notes may require the Company to make an offer to repurchase the Notes as described above.

The provisions under the Indenture relative to our obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Certain Covenants

The Indenture contains covenants including, among others, the following:

Limitation on Indebtedness

(a) Neither the Company nor any Affiliated Guarantor will, or will permit any of their respective Restricted Subsidiaries to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company and the Restricted Parties will be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio exceeds 2.0 to 1.0.

(b) Notwithstanding the foregoing paragraph (a), the Company and the Restricted Parties will be entitled to Incur any or all of the following Indebtedness:

(1) Indebtedness Incurred by the Company and the Notes Guarantors pursuant to the Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed the greater of

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(i) $1,710.0 million less the sum of all principal payments with respect to such Indebtedness pursuant to paragraph (a)(3)(A) of the covenant described under “— Limitation on Sales of Assets and Subsidiary Stock” and (ii) 2.0 times the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date on which such Indebtedness is Incurred;

(2) Indebtedness owed to and held by the Company, an Affiliated Guarantor or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company, an Affiliated Guarantor or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Notes Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Notes Guarantor with respect to its Notes Guaranty;

(3) the Notes (other than any Additional Notes) and the Exchange Notes;

(4) Indebtedness of the Restricted Parties (other than the Issuers) outstanding on the Aztar Acquisition Date (other than Indebtedness described in clause (2) or (3) of this covenant);

(5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (excluding the acquisition by the Company of Restricted Parties in connection with the Aztar Acquisition or the corporate reorganization, in each case as described in this prospectus) or an Affiliated Guarantor (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant;

(6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3), (4), (5) or this clause (6);

(7) Hedging Obligations incurred in the ordinary course of business designed to manage interest rates or interest rate risk or to protect against fluctuations in currency exchange rates, and not for the purpose of speculation; provided, however, that in the case of Hedging Obligations relating to interest rates, (A) such Hedging Obligations relate to payment obligations in respect of Indebtedness otherwise permitted to be Incurred by this covenant and (B) the notional principal amount of such Hedging Obligations at the time Incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(8) obligations in respect of workers’ compensation claims, self-insurance obligations, property, casualty or liability insurance obligations, take-or-pay obligations in supply arrangements, bankers’ acceptances, performance, completion, bid and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business;

(9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, or arising from netting services, overdraft protection or other cash management services obtained in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

(10) the Guarantee by the Company or any Restricted Party of Indebtedness of the Company or a Restricted Party that was permitted to be incurred by another provision of this covenant; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to the Notes or a

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Notes Guaranty, then the Guarantee Incurred pursuant to this clause (10) shall be contractually subordinated to the same extent as the Indebtedness being Guaranteed;

(11) Purchase Money Indebtedness, and Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when added together with the amount of Indebtedness Incurred pursuant to this clause (11) and then outstanding, does not exceed $30.0 million;

(12) Indebtedness in an aggregate principal amount which, when taken together with all other Indebtedness outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (11) above or paragraph (a)) does not exceed $50.0 million.

(c) Notwithstanding the foregoing, neither the Company nor any Notes Guarantor will Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company or any Notes Guarantor unless such Indebtedness shall be subordinated to the Notes or the applicable Notes Guaranty to at least the same extent as such Subordinated Obligations.

(d) For purposes of determining compliance with this covenant:

(1) any Indebtedness outstanding under the Credit Agreement on the Aztar Acquisition Date will be treated as Incurred under clause (1) of paragraph (b) above;

(2) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, will classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses;

(3) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and

(4) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in paragraph (b) above (other than pursuant to clause (1) of paragraph (b) above) may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to paragraph (a) above or another clause in paragraph (b) above, as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such paragraph or clause at the time of such reclassification.

(e) Notwithstanding paragraphs (a) and (b) above, neither the Company nor any Notes Guarantor will Incur (1) any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person or (2) any Secured Indebtedness that is not Senior Indebtedness of such Person unless contemporaneously therewith the Company such Person makes effective provision to secure the Notes or applicable Guaranty equally and ratably with such Secured Indebtedness for so long as such Secured Indebtedness is secured by a Lien.

Limitation on Restricted Payments

(a) Neither the Company nor any Affiliated Guarantor will, or will permit any of their respective Restricted Subsidiaries, directly or indirectly, to make a Restricted Payment if at the time the Company, such Affiliated Guarantor or such Restricted Subsidiary makes such Restricted Payment:

(1) a Default shall have occurred and be continuing (or would result therefrom);

(2) the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “— Limitation on Indebtedness”; or

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(3) the aggregate amount of such proposed Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum of (without duplication):

(A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Aztar Acquisition Date occurs to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(B) 100% of the aggregate Net Cash Proceeds or Fair Market Value of any assets to be used in the business of the Company and the Restricted Parties (other than cash and securities) received by the Company either (x) from the issuance or sale of its Qualified Capital Stock subsequent to the Aztar Acquisition Date or (y) as a contribution in respect of the Qualified Capital Stock of the Company by its shareholders subsequent to the Aztar Acquisition Date (other than in respect of any Affiliated Guarantor Sale Contribution); plus

(C) the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon the conversion or exchange subsequent to the Aztar Acquisition Date of any Indebtedness of the Company convertible or exchangeable for Qualified Capital Stock of the Company (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to any Affiliated Guarantor or any of its Subsidiaries or to an employee stock ownership plan or a trust established by the Company or any of its Subsidiaries or any Affiliated Guarantor or any of its Subsidiaries for the benefit of their employees); plus

(D) to the extent not already included in Consolidated Net Income, an amount equal to the sum of (x) the aggregate amount returned in cash and the Fair Market Value of any asset (other than cash and securities) received with respect to Investments (other than Permitted Investments) made by the Company or any Restricted Party in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital in respect of such Investments, whether through interest payments, principal payments, dividends and other distributions, in each case received by the Company or any Restricted Party, and (y) in the case of the redesignation of an Unrestricted Party as a Restricted Party, the Specified Percentage of the Fair Market Value of the net assets of such Unrestricted Party at the time such Unrestricted Party is designated a Restricted Party.

(b) The preceding provisions will not prohibit:

(1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Capital Stock of the Company (other than Qualified Capital Stock that would be excluded pursuant to clause (a)(3)(B) above) or made out of a substantially concurrent cash contribution received by the Company from its shareholders in respect of Qualified Capital Stock (other than in respect of any Affiliated Guarantor Sale Contribution); provided, however, that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Notes Guarantor made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of, Indebtedness of such Person which is permitted to be Incurred pursuant to the covenant described under “— Limitation on Indebtedness”;

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provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Capital Stock or Subordinated Obligations of the Company or any Restricted Party (other than from the Company or any of its Affiliates, including any Permitted Holder) to the extent required by any Gaming Authority having jurisdiction over the Company or any Restricted Party in order to avoid the suspension, revocation or denial of a gaming license by any Gaming Authority, or as required under “— Gaming Redemption” above; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be included in the calculation of the amount of Restricted Payments;

(4) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that at the time of payment of such dividend, no other Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

(5) so long as no Default has occurred and is continuing, the purchase, redemption or other acquisition of shares of Capital Stock of the Company or any Affiliated Guarantor or any of their respective Subsidiaries from employees, former employees, directors or former directors of the Company or any Affiliated Guarantor or any of their respective Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Company or the applicable Affiliated Guarantor under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Restricted Payments (excluding amounts representing cancellation of Indebtedness) shall not exceed $2.0 million in any calendar year; provided further, however, that such purchases, redemptions and acquisitions shall be excluded in the calculation of the amount of Restricted Payments;

(6) the declaration and payments of dividends on Disqualified Stock issued pursuant to the covenant described under “— Limitation on Indebtedness”; provided, however, that, at the time of payment of such dividend, no Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;

(7) repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;

(8) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors of the Company); provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(9) in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or any Subsidiary Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any accrued and unpaid interest thereon; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by the Indenture) has made a Change of Control Offer with respect to the Notes as a result of such Change

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of Control and has repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer; provided further, however, that such payments, purchases, redemptions, defeasances or other acquisitions or retirements shall be excluded in the calculation of the amount of Restricted Payments;

(10) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under clause (3) of paragraph (b) of the covenant described under “— Limitation on Indebtedness”; provided, however, that no Default has occurred and is continuing or would otherwise result therefrom; provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(11) the declaration and payment of dividends and distributions by the Company or any Affiliated Guarantor in an amount necessary to make Permitted Tax Distributions; provided, however, that such dividends and distributions shall be excluded in the calculation of the amount of Restricted Payments;

(12) the declaration and payment of dividends and distributions, or the making of loans, to any Company Parent in an amount necessary to pay (x) franchise taxes and other fees, taxes and expenses required to maintain its corporate existence and (y) out-of-pocket legal, accounting and other general corporate overhead costs actually incurred by such Company Parent (including in the form of required payments to Columbia Sussex Corporation under the Service Agreements) to the extent such costs are determined in good faith by the Board of Directors of the Company or the applicable Affiliated Guarantor to be attributable or allocable to the ownership of the Company and the Affiliated Guarantors; provided, however, that the aggregate amount of Restricted Payments permitted to be made pursuant to this clause (12) shall not exceed $250,000 in any one fiscal year; provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(13) any transactions or payments executed, or activities undertaken, under the terms of the Service Agreements, provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(14) the payment of distributions by Greenville Riverboat to the minority holders of its Capital Stock to the extent required by the terms of its operating agreement as in effect on the Issue Date; provided, however, that such distributions shall not be made to any Affiliate of the Company; provided further, however, that such distributions shall be excluded in the calculation of the amount of Restricted Payments;

(15) the making of Restricted Payments to the holders of Capital Stock of Aztar Corporation pursuant to the terms of the Aztar Merger Agreement; provided, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;

(16) the distribution of the Capital Stock of the Tropicana Pennsylvania Entities and Aztar Missouri Riverboat Gaming Company, L.L.C. to Tropicana Casinos and Resorts, Inc. immediately following the consummation of the Aztar Acquisition as described in this prospectus; provided, however, that such distributions shall be excluded in the calculation of the amount of Restricted Payments; and

(17) any other Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (17), does not exceed $40.0 million; provided, however, that (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom) and (B) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

Neither the Company nor any Affiliated Guarantor will, or will permit any of their respective Restricted Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual

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encumbrance or restriction on the ability of any Restricted Party to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Party or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except:

(1) with respect to clauses (a), (b) and (c),

(A) any encumbrance or restriction pursuant to (x) an agreement in effect at or entered into on the Issue Date and (y) the Credit Agreement as in effect or entered into on the Aztar Acquisition Date;

(B) any encumbrance or restriction with respect to a Restricted Party pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Party on or prior to the date on which such Restricted Party was acquired by the Company or an Affiliated Guarantor (as applicable) (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Party became a Restricted Party or was acquired by the Company or an Affiliated Guarantor (as applicable)) and outstanding on such date;

(C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (B) of clause (1) of this covenant or this clause (C) or contained in any amendment or replacement to an agreement referred to in clause (A) or (B) of clause (1) of this covenant or this clause (C); provided, however, that the encumbrances and restrictions with respect to such Restricted Party contained in any such refinancing agreement or amendment or replacement agreement are no less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Party contained in such predecessor agreements; and

(D) any encumbrance or restriction (x) with respect to a Restricted Subsidiary, imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock of such Restricted Subsidiary or (y) with respect to a Restricted Party, imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the assets of such Restricted Party, in any such case pending the closing of such sale or disposition;

(E) any encumbrance or restriction imposed pursuant to applicable law, rule, regulation or order, including by any Gaming Authority;

(F) restrictions on cash or other deposits or net worth imposed under contracts entered into in the ordinary course of business; and

(2) with respect to clause (c) only,

(A) customary non-assignment provisions in contracts, licenses (including software or other intellectual property licenses) and other agreements (including leases) entered into in the ordinary course of business;

(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness (including Purchase Money Indebtedness) of a Restricted Party to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and

(C) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements.

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Limitation on Sales of Assets and Subsidiary Stock

(a) Neither the Company nor any Affiliated Guarantor will, or will permit any of their respective Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition unless:

(1) the Company or the applicable Restricted Party receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition;

(2) except for any Permitted Asset Swap, at least 75% of the consideration thereof received by the Company or such Restricted Party (which consideration will not include any contingent payment obligations related to such Asset Disposition, including earnout payments, purchase price adjustments, deferred purchase price payments and bonuses and other forms of compensation to employees, officers or consultants) is in the form of cash or cash equivalents; and

(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Party, as the case may be) to any of the foregoing

(A) to prepay, repay, redeem or purchase Senior Indebtedness of the Company or Indebtedness (other than any Preferred Stock) of a Restricted Party (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

(B) to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided, however, that the requirements of this clause (B) may be satisfied by the acquisition of gaming equipment or fixtures not more than 180 days prior to the applicable Asset Disposition to the extent such acquisition was made in anticipation of the receipt of the Net Cash Proceeds from the applicable Asset Disposition; and

(C) to make an offer to the holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in the Indenture;

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Party shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

(b) In the event that any shares of Capital Stock of any Affiliated Guarantor are sold, leased, transferred or otherwise disposed of by any of the holders thereof (an “Affiliated Guarantor Stock Sale”):

(1) such holder or holders shall have received consideration at the time of such Affiliated Guarantor Stock Sale at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of such shares of Capital Stock;

(2) 100% of the consideration thereof received by such holder or holders shall be in the form of cash or cash equivalents; and

(3) an amount equal to 100% of the Net Available Cash from such Affiliated Guarantor Stock Sale shall be contributed by such holder or holders to the Company or a Restricted Subsidiary of the Company as common equity (an “Affiliated Guarantor Sale Contribution”), and applied by the Company or such Restricted Subsidiary in accordance with clause (a)(3) above.

Any Affiliated Guarantor Stock Sale shall be deemed to constitute an “Asset Disposition” for all purposes under this covenant.

(c) Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Parties will not be required to apply any Net Available Cash in accordance with this covenant (including any Net Available Cash received from an Affiliated Guarantor Sale Contribution) except to the extent that the

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aggregate Net Available Cash from all Asset Dispositions (and Affiliated Guarantor Sale Contributions) which is not applied in accordance with this covenant exceeds $20.0 million. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness.

For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

(1) the assumption or discharge of Indebtedness of the Company (other than Subordinated Obligations and obligations in respect of Disqualified Stock of the Company) or any Restricted Party (other than obligations in respect of Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Party from all liability on such Indebtedness in connection with such Asset Disposition; and

(2) securities or obligations received by the Company or any Restricted Party (or, in the case of any Affiliated Guarantor Stock Sale, by the applicable holders of Capital Stock of the applicable Affiliated Guarantor) from the transferee that are converted into cash or cash equivalents or sold or otherwise disposed of in exchange for cash or cash equivalents by the Company or such Restricted Party (or, in the case of any Affiliated Guarantor Stock Sale, by the applicable holders of Capital Stock of the applicable Affiliated Guarantor) within 60 days, to the extent of the cash received in such conversion, sale or disposition; provided, however, that in the case of any Affiliated Guarantor Stock Sale, such cash or cash equivalents are contributed as an additional Affiliated Guarantor Sale Contribution.

(d) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to clause (a)(3)(C) above (including as a result of any Affiliated Guarantor Stock Sale), the Company will purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other Senior Subordinated Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof. If the aggregate purchase price of the securities tendered is less than the Net Available Cash allotted to their purchase, the Company shall be entitled to use such excess Net Available Cash, or a portion thereof, for any purpose not otherwise prohibited by the terms of the Indenture and shall no longer be required to apply such excess Net Available Cash pursuant to the terms of this covenant. The Company shall not be required to make such an offer to purchase Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this covenant if the Net Available Cash available therefor is less than $15.0 million. Upon completion of such an offer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such offer.

(e) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

(a) Neither the Company nor any Affiliated Guarantor will, or will permit any of their respective Restricted Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease

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or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) unless:

(1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Party than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;

(2) if such Affiliate Transaction involves an amount in excess of $10.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of (x) in the case of a transaction involving the Company and its Restricted Subsidiaries, the Company and (y) in the case of a transaction involving an Affiliated Guarantor or any of its Restricted Subsidiaries, such Affiliated Guarantor, in each case that are disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the applicable Board of Directors; and

(3) if such Affiliate Transaction involves an amount in excess of $20.0 million, the Board of Directors of (x) in the case of a transaction involving the Company and its Restricted Subsidiaries, the Company and (y) in the case of a transaction involving an Affiliated Guarantor or any of its Restricted Subsidiaries, such Affiliated Guarantor, in each case shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries (in the case of clause (x)) or the Affiliated Guarantor and its Restricted Subsidiaries (in the case of clause (y)) or is not less favorable to the Company and the Restricted Parties (in the case of clause (x)) or the Affiliated Guarantor and its Restricted Subsidiary (in the case of clause (y)) than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.

(b) The provisions of the preceding paragraph (a) will not prohibit:

(1) any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to (but only to the extent included in the calculation of the amount of Restricted Payments made pursuant to paragraph (a)(3) of) the covenant described under “— Limitation on Restricted Payments”;

(2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans of the Company or any of its Restricted Subsidiaries to the extent approved by the Board of Directors of the Company;

(3) loans or advances to employees of the Company or any Restricted Party in the ordinary course of business in accordance with the past practices of the Company or such Restricted Party, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time;

(4) the payment of reasonable fees to directors of the Company or any Restricted Party who are not employees of the Company or any Restricted Party;

(5) the provision of reasonable indemnification rights and directors and officers liability insurance coverage to directors and officers of the Company or any Restricted Party;

(6) transactions exclusively between or among the Company and any of the Restricted Parties or exclusively among the Restricted Parties;

(7) any transaction with the Company, a Restricted Party or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Party owns an equity interest in or otherwise controls such Restricted Party, joint venture or similar entity;

(8) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company; or

(9) any transactions or payments executed, or activities undertaken, pursuant to the terms of the Services Agreements.

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Limitation on Line of Business

Neither the Company nor any Affiliated Guarantor will, or will permit any of their respective Restricted Subsidiaries to, engage in any business other than a Related Business.

Limitation on Tropicana Finance

Notwithstanding anything to the contrary herein, Tropicana Finance may not hold any material assets (other than Indebtedness owing to Tropicana Finance by the Company, any Affiliated Guarantor or any Restricted Party and non-material Temporary Cash Investments), become liable for any material obligations or engage in any significant business activities (other than treasury, cash management, hedging and cash pooling activities and activities incidental thereto); provided, however, that Tropicana Finance may be a co-obligor or guarantor with respect to Indebtedness if the Company is an obligor of such Indebtedness and the net proceeds of such Indebtedness are received by the Company or one or more of the Notes Guarantors.

The Company will not sell or otherwise dispose of any shares of Capital Stock of Tropicana Finance and will not permit Tropicana Finance, directly or indirectly, to sell or otherwise dispose of any shares of its Capital Stock.

Merger and Consolidation

(a) The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture;

(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(3) immediately after giving pro forma effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “— Limitation on Indebtedness”;

(4) such transaction will not result in the loss of any Gaming Approval necessary for the continued operation of the Company or any Restricted Party following such transaction; and

(5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture;

provided, however, that clause (3) will not be applicable to (A) a Restricted Party consolidating with, merging into or transferring all or part of its properties and assets to the Company (so long as no Capital Stock of the Company is distributed to any Person), (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction or (C) the Company merging with an Affiliate solely for the purpose and with the sole effect of consummating a Permitted C-Corp Conversion.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or

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substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

(b) Tropicana Finance will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1) the resulting, surviving or transferee Person (the “Successor Finance Issuer”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and the Successor Finance Issuer (if not Tropicana Finance) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of Tropicana Finance under the Notes and the Indenture;

(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Finance Issuer as a result of such transaction as having been Incurred by such Successor Finance Issuer at the time of such transaction), no Default shall have occurred and be continuing and no Change of Control shall have occurred with respect to Tropicana Finance; and

(3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

The Successor Finance Issuer (if not Tropicana Finance) will be the successor to Tropicana Finance and shall succeed to, and be substituted for, and may exercise every right and power of, Tropicana Finance under the Indenture, and Tropicana Finance, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

(c) The Company will not permit any Notes Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1) except in the case of a Subsidiary Guarantor (x) that has been disposed of in its entirety to another Person, whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company (or, if applicable, the relevant Affiliated Guarantor) will comply with its obligations under the covenant described under “— Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Notes Guarantor was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form reasonably satisfactory to the Trustee, all the obligations of such Notes Guarantor, if any, under its Notes Guaranty;

(2) such transaction will not result in the loss of any Gaming Approval necessary for the continued operation of the Company or any Restricted Party following such transaction; and

(3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with the Indenture.

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Future Subsidiary Guarantors

The Company and each Affiliated Guarantor will cause each domestic Restricted Subsidiary (other than any Restricted Subsidiary that is already a Notes Guarantor and other than Tropicana Finance) that Incurs any Indebtedness (other than Indebtedness permitted to be Incurred pursuant to clause (2), (7), (8) or (9) of paragraph (b) of the covenant described under “— Limitation on Indebtedness”) to, in each case, at the same time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture.

SEC Reports

Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC, subject to the next sentence and the final sentence of this paragraph, and provide the Trustee and Noteholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed at the times specified for the filings of such reports under such Sections (and made available to the Trustee within 15 days of such times) and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue to file the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such filings. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, including amendments thereto, to the extent that any such Registration Statement complies with the applicable form requirements of such Registration Statement and includes all financial information that satisfies the requirements of Regulation S-X of the Securities Act, and by making available to the Trustee and Noteholders such Registration Statement (and any amendments thereto) promptly following the filing thereof.

The reports described in the immediately preceding paragraph shall include, for any period during which any Affiliated Guarantor has provided a Notes Guaranty, the financial statements (or, if permitted, consolidating footnote disclosure) of each such Affiliated Guarantor as required pursuant to Section 3-10 of Regulation S-X under the Securities Act, and include a discussion of such financial statements in a separate “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for each such Affiliated Guarantor. If, for any reason, the SEC will not permit such information of any Affiliated Guarantor to be included in the reports filed by the Company, then the Company will cause each Affiliated Guarantor to file separate reports in accordance with the requirements of this covenant, and will post the reports of the Company and the Affiliated Guarantors in one location on its website.

With respect to any fiscal period for which any Affiliated Guarantor has provided a Notes Guaranty and is a Restricted Party, or for which any of the Company’s or any Affiliated Guarantor’s Subsidiaries are Unrestricted Parties, the Company will make public disclosure by press release or pursuant to a filing with the SEC that contains a reasonably detailed presentation of the combined financial condition and results of operations of the Company, the Affiliated Guarantors and their respective Restricted Subsidiaries (and that excludes the financial condition and results of operations of any Unrestricted Subsidiaries of the Company and the Affiliated Guarantors). The public disclosure required by the terms of this paragraph shall be made by the Company no later than the date by which the Company is required to file reports with the SEC pursuant to the first paragraph of this covenant.

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In addition, the Company will furnish to the Holders of the Notes and to prospective investors, upon the request of any of them, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Defaults

Each of the following is an Event of Default:

(1) a default in the payment of interest on the Notes when due, continued for 30 days;

(2) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3) the failure by either Issuer or any Affiliated Guarantor to comply with its obligations under “— Certain Covenants — Merger and Consolidation” above;

(4) the failure by either Issuer, any Affiliated Guarantor or any Notes Guarantor to comply for 60 days after its receipt of written notice with any of its other obligations under the Indenture (including the failure by any holders of shares of Capital Stock of any Affiliated Guarantor to comply with the terms of the covenant described under “— Certain Covenants — Limitation on Sales of Assets or Subsidiary Stock”);

(5) Indebtedness of either Issuer, any Notes Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $25.0 million (the “cross acceleration provision”);

(6) certain events of bankruptcy, insolvency or reorganization of either Issuer, any Notes Guarantor or any Significant Subsidiary (the “bankruptcy provisions”); or

(7) any judgment or decree for the payment of money in an aggregate amount in excess of $25.0 million (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers) is entered against either Issuer, any Notes Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or stayed (the “judgment default provision”); or

(8) any Notes Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Notes Guaranty) or any Notes Guarantor denies or disaffirms its obligations under its Notes Guaranty.

However, a default under clause (4) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of the outstanding Notes notify the Company of the default and the applicable Issuer or the applicable Affiliated Guarantor does not cure such default within the time specified after receipt of such notice.

If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to the bankruptcy provisions applicable to either Issuer occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

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Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a Note or that would involve the Trustee in personal liability.

If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is not opposed to the interest of the holders of the Notes. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. We are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action we are taking or propose to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the Indenture may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

(1) reduce the amount of Notes whose holders must consent to an amendment;

(2) reduce the rate of or extend the time for payment of interest on any Note;

(3) reduce the principal of or change the Stated Maturity of any Note;

(4) change the provisions applicable to the redemption of any Note as described under “— Optional Redemption” or “— Gaming Redemption” above;

(5) make any Note payable in money other than that stated in the Note;

(6) impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

(7) make any change in the amendment or waiver provisions which require each holder’s consent;

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(8) make any change in the ranking or priority of any Note that would adversely affect the Noteholders; or

(9) make any change in, or release other than in accordance with the Indenture, any Notes Guaranty that would adversely affect the Noteholders.

Notwithstanding the preceding, without the consent of any holder of the Notes, the Issuers, the Notes Guarantors and Trustee may amend the Indenture:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to provide for the assumption by a successor corporation of the obligations of either Issuer or any Notes Guarantor under the Indenture;

(3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(4) to add Guarantees with respect to the Notes, including any Notes Guaranties, or to secure the Notes;

(5) to add to the covenants of either Issuer or any Notes Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon either Issuer or any Notes Guarantor;

(6) to make any change that does not adversely affect the rights of any holder of the Notes;

(7) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;

(8) to conform the text of the Indenture, the Notes and the Notes Guaranties to any provision of the section of the Offering Circular captioned “Description of the Notes” to the extent that such provision in such “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes and the Notes Guaranties; or

(9) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, we are required to mail to holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

Neither the Issuers nor any Affiliate of either Issuer may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Transfer

The Outstanding Notes were, and the Exchange Notes will be, issued in registered form and will be transferable only upon the surrender of the Notes being transferred for registration of transfer. We may

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require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Satisfaction and Discharge

When we (1) deliver to the Trustee all outstanding Notes for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of notice of redemption, and, in the case of clause (2), we irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date, and if in either case we pay all other sums payable under the Indenture by us, then the Indenture shall, subject to certain exceptions, cease to be of further effect.

Defeasance

At any time, we may terminate all our obligations under the Notes and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

In addition, at any time we may terminate our obligations under “— Change of Control” and under the covenants described under “— Certain Covenants” (other than the covenant described under “— Merger and Consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and Notes Guarantors and the judgment default provision described under “— Defaults” above and the limitations contained in clause (3) of the first paragraph under “— Certain Covenants — Merger and Consolidation” above (“covenant defeasance”).

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5), (6) (with respect only to Significant Subsidiaries and Notes Guarantors) or (7) under “— Defaults” above or because of the failure of the Company to comply with clause (3) of the first paragraph under “— Certain Covenants — Merger and Consolidation” above. If we exercise our legal defeasance option or our covenant defeasance option, each Notes Guarantor will be released from all of its obligations with respect to its Notes Guaranty.

In order to exercise either of our defeasance options, we must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law).

Concerning the Trustee

U.S. Bank National Association is the Trustee under the Indenture. We have appointed U.S. Bank National Association as Registrar and Paying Agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of either Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

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The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of either Issuer or any Notes Guarantor will have any liability for any obligations of either Issuer or any Notes Guarantor under the Notes, any Notes Guaranty or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Acquisitions” means the Aztar Acquisition and the Casino Queen Acquisition.

“Additional Assets” means:

(1) any property, plant or equipment used in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Party; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the covenants described under “— Certain Covenants — Limitation on Restricted Payments”, “— Certain Covenants — Limitation on Affiliate Transactions” and “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

“Affiliated Guarantor” means each Designated Affiliate; provided, however, that a Designated Affiliate shall cease to be an Affiliated Guarantor upon release of its Affiliated Guaranty in accordance with the terms of the Indenture.

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“Affiliated Guaranty” means a Guarantee by an Affiliated Guarantor of the Issuers’ obligations with respect to the Notes.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Party, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1) any shares of Capital Stock of a Restricted Party (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Party);

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Party; or

(3) any other assets of the Company or any Restricted Party outside of the ordinary course of business of the Company or such Restricted Party;

other than, in the case of clauses (1), (2) and (3) above,

(A) a disposition by a Restricted Party to the Company or by the Company or a Restricted Party to a Restricted Party;

(B) for purposes of the covenant described under “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” only, (x) a disposition that constitutes a Permitted Investment or a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof) and that is not prohibited by the covenant described under “— Certain Covenants — Limitation on Restricted Payments” and (y) a disposition of all or substantially all the assets of the Company in accordance with the covenant described under “— Certain Covenants — Merger and Consolidation”;

(C) a disposition of assets with a Fair Market Value not in excess of $2.5 million;

(D) a disposition of cash or Temporary Cash Investments;

(E) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien); and

(F) any disposition of inventory, surplus, damaged, obsolete, idle or worn out assets, scrap or defaulted receivables, in each case in the ordinary course of business.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”.

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

(2) the sum of all such payments.

“Aztar Acquisition” means the acquisition by the Company of Aztar Corporation pursuant to the terms of the Aztar Merger Agreement.

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“Aztar Acquisition Date” means the date on which the Aztar Acquisition is consummated.

“Aztar Acquisition Transactions” shall mean (i) the Aztar Acquisition, (ii) the entering into and initial borrowings under the Credit Agreement, (iii) the entry into and initial borrowings under the Las Vegas secured loan, (iv) the equity contributions to the Company from Affiliates of William J. Yung, III in the manner described under the caption “Use of Proceeds” in this prospectus, (v) the retirement, repayment, redemption, satisfaction and/or discharge of existing Indebtedness of Tropicana Casinos and Resorts, Inc., Aztar Corporation and the Affiliated Guarantors in the manner described under the caption “Use of Proceeds” in this prospectus and (vi) the other transactions to be effected in connection with the Aztar Acquisition, including the corporate reorganization, as described in this prospectus.

“Aztar Merger Agreement” means the Agreement and Plan of Merger dated as of May 19, 2006, among Columbia Sussex Corp., Tropicana Casinos and Resorts, Inc., W-T Columbia Development, Inc. and Aztar, as such agreement may be amended, supplemented or modified from time to time.

“Bank Indebtedness” means all Obligations pursuant to the Credit Agreement.

“Board of Directors” of a Person means the Board of Directors or Board of Managers of such Person or any similar body exercising the authority generally vested in a board of directors of a corporation with respect to such Person (or any committee thereof duly authorized to act on behalf of such Board or body), or, in the case of a Person that is not a corporation, the body exercising the authority generally vested in a board of directors of a corporation.

“Business Day” means each day which is not a Legal Holiday.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares, interests (including partnership or limited liability company interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Casino Queen Acquisition” means the acquisition by the Company of Casino Queen, Inc. pursuant to the terms of the Agreement and Plan of Merger dated as of April 20, 2006, among Casino Queen, Inc., CP St. Louis Casino, LLC and CP St. Louis Acquisition, LLC, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Financial Period” means any fiscal period at the end of which any Affiliated Guarantor has provided a Notes Guaranty and is a Restricted Party.

“Company Parent” means any direct or indirect parent company of the Company. On the Issue Date, Tropicana Casinos and Resorts, Inc., Tropicana Entertainment Holdings, LLC and Tropicana Entertainment Intermediate Holdings, LLC shall each be a Company Parent.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (x) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date of such determination to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1) if the Company or any Restricted Party has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated

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Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(2) if the Company or any Restricted Party has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Party had not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3) if since the beginning of such period the Company or any Restricted Party shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Party repaid, repurchased, defeased or otherwise discharged with respect to the Company and the continuing Restricted Parties in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and the continuing Restricted Parties are no longer liable for such Indebtedness after such sale);

(4) if since the beginning of such period the Company or any Restricted Party (by merger, consolidation or otherwise) shall have made an Investment in any Restricted Party (or any Person which becomes a Restricted Party) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and

(5) if since the beginning of such period any Person (that subsequently became a Restricted Party or was merged with or into the Company or any Restricted Party since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Party during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation to the extent that such Indebtedness was incurred solely for working capital purposes.

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Any pro forma calculations may include the reduction in costs attributable to, or in connection with, the acquisition of assets, an Asset Disposition or other transaction or event which is being given pro forma effect that (a) would be permitted to be reflected in pro forma financial statements pursuant to Article 11 of Regulation S-X of the Securities Act or (b) have been realized at the time such pro forma calculation is made or is reasonably expected to be realized within 12 months following the consummation of the applicable transaction or event which is being given pro forma effect; provided, however, that adjustments made pursuant to this paragraph must be based on the reasonable good faith belief of the chief financial officer of the Company and must be factually supportable and quantifiable based on the underlying accounting records of the Company or, if applicable, the accounting records relating to the acquired assets or business.

“Consolidated Interest Expense” means, for any period, the total combined interest expense of (x) the Company and its consolidated Restricted Subsidiaries and (y) each Contributing Affiliated Guarantor with respect to such period and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent incurred by (x) the Company or any of its Restricted Subsidiaries or (y) any Contributing Affiliated Guarantor with respect to such period or any of its Restricted Subsidiaries, without duplication:

(1) interest expense attributable to Capital Lease Obligations;

(2) amortization of debt discount and debt issuance cost;

(3) capitalized interest;

(4) non-cash interest expense;

(5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(6) net payments pursuant to Hedging Obligations;

(7) dividends accrued in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted Party, in each case, held by Persons other than the Company or a Restricted Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); provided, however, that such dividends will be multiplied by a fraction of the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the chief financial officer of the Company in good faith);

(8) interest incurred in connection with Investments in discontinued operations;

(9) interest accrued on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Party; and

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.

For any Combined Financial Period, the combined Consolidated Interest Expense of the Company and each Contributing Affiliated Guarantor, and their consolidated Subsidiaries, shall be based on the combined financial statements of the Company and such Contributing Affiliated Guarantor (or Contributing Affiliated Guarantors, as the case may be), and their consolidated subsidiaries, for the Combined Financial Period prepared in accordance with GAAP (reflecting all appropriate intercompany eliminations in accordance with GAAP).

“Consolidated Net Income” means, for any period, the combined net income of (x) the Company and its consolidated Subsidiaries and (y) each Contributing Affiliated Guarantor with respect to such period

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and its consolidated Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income:

(1) any net income of any Person (other than the Company) if such Person is not a Restricted Party, except that, subject to the exclusion contained in clause (4) below, the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of such net income actually distributed by such Person during such period in cash to the Company or a Restricted Party as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Party, to the limitations contained in clause (3) below);

(2) any net income (or loss) of any Person acquired in a pooling of interests transaction (or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition;

(3) any net income of any Restricted Party (including any Contributing Affiliated Guarantor) if such Restricted Party is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions or any other transfer of funds by such Restricted Party, directly or indirectly, to the Company, except that:

(A) subject to the exclusion contained in clause (4) below, the net income of any such Restricted Party for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Party during such period to the Company or another Restricted Party as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Party, to the limitation contained in this clause); and

(B) the Company’s or the applicable Restricted Party’s equity in a net loss of any such Restricted Party for such period shall be included in determining such Consolidated Net Income;

(4) any gain (or loss) realized upon the sale or other disposition of any assets (including pursuant to any sale-and-leaseback arrangement) which are not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(5) extraordinary gains or losses; and

(6) the cumulative effect of a change in accounting principles,

in each case, for such period. Notwithstanding the foregoing, for the purposes of the covenant described under “Certain Covenants — Limitation on Restricted Payments” only, (x) there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Party to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof and (y) Consolidated Net Income with respect to any period shall be reduced by the aggregate amount of Permitted Tax Distributions made in such period under clause (b)(11) of such covenant.

For any Combined Financial Period, the combined Consolidated Net Income of the Company and each Contributing Affiliated Guarantor, and their consolidated Subsidiaries, shall be based on the combined financial statements of the Company and such Contributing Affiliated Guarantor (or Contributing Affiliated Guarantors, as the case may be), and their consolidated subsidiaries, for the Combined Financial Period prepared in accordance with GAAP (reflecting all appropriate intercompany eliminations in accordance with GAAP).

“Contributing Affiliated Guarantor” means, with respect to any Combined Statement Period, each Affiliated Guarantor that has provided a Notes Guaranty and is a Restricted Party at the end of such Combined Statement Period.

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“Credit Agreement” means the Credit Agreement entered into by and among the Company, certain of its Subsidiaries, the lenders referred to therein, Credit Suisse, as Administrative Agent, Barclays Bank PLC and Societe Generale, as Co-Syndication Agents, and The Royal Bank of Scotland, PLC and ING Capital LLC, as Co-Documentation Agents, together with the related documents thereto (including the term loans and revolving loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Affiliate” means CP Laughlin Realty, LLP, a Delaware limited liability partnership, Columbia Properties Vicksburg, LLC, a Mississippi limited liability company, and JMBS Casino LLC, a Mississippi limited liability company, and each of their respective successors and assigns.

“Designated Senior Indebtedness” with respect to a Person means:

(1) the Bank Indebtedness; and

(2) any other Senior Indebtedness of such Person which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $100.0 million and is specifically designated by such Person in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of the Indenture.

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the date that is 91 days after the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the date that is 91 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if:

(1) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” and “— Certain Covenants — Change of Control”; and

(2) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified

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Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income:

(1) all income tax expense of the Company and its consolidated Restricted Subsidiaries (and for any Combined Financial Period, each Contributing Affiliated Guarantor and its consolidated Restricted Subsidiaries); plus

(2) Consolidated Interest Expense; plus

(3) depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (and for any Combined Financial Period, each Contributing Affiliated Guarantor and its consolidated Restricted Subsidiaries) (in each case excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period); plus

(4) all other non-cash charges and expenses of the Company and its consolidated Restricted Subsidiaries (and for any Combined Financial Period, each Contributing Affiliated Guarantor and its consolidated Restricted Subsidiaries) (in each case excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period); less all non-cash items of income of the Company and its consolidated Restricted Subsidiaries (and for any Combined Financial Period, each Contributing Affiliated Guarantor and its consolidated Restricted Subsidiaries) (in each case other than accruals of revenue in the ordinary course of business); plus

(5) any non-cash compensation charges arising from any grant of stock, stock options or other equity based-awards; plus

(6) all closure costs, including costs associated with head-count reduction and severance and pension payments, in connection with the closing of certain facilities and other costs associated with operational changes in connection with the Acquisitions that are identified in reasonable detail in a certificate of the chief financial officer of the Company to the Trustee and are incurred within 18 months from the Aztar Acquisition Date and in an aggregate amount not to exceed $50.0 million;

in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Party (including any Contributing Affiliated Guarantor) shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Party was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended, distributed or otherwise transferred to the Company by such Restricted Party without any direct or indirect restriction.

For any Combined Financial Period, the adjustments utilized in calculating EBITDA for such period shall be based on the combined financial statements of the Company and the relevant Combined Affiliated Guarantor (or Combined Affiliated Guarantors, as the case may be) that were the basis of the combined Consolidated Net Income for such Combined Financial Period (with all such EBITDA adjustments reflecting all appropriate intercompany eliminations in accordance with GAAP).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the debt securities of the Issuers issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Notes, in compliance with the terms of the Registration Rights Agreement.

“Facilities” means the Term Loan Facilities and the Revolving Credit Facilities.

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“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value will be determined as follows:

(1) if such asset or property has a Fair Market Value of less than $5.0 million, by any Officer of the Company; and

(2) if such asset or property has a Fair Market Value in excess of $5.0 million, by a majority of the Board of Directors, whose determination will be conclusive and evidenced by a resolution of such Board of Directors; provided, however, that for purposes of clause (a)(3)(B) under “— Certain Covenants — Limitation on Restricted Payments”, if the Fair Market Value of the property or assets in question is determined pursuant to this clause (2) to be in excess of $50.0 million, such determination must be confirmed by an Independent Qualified Party.

“Foreign Subsidiary” means any Subsidiary of the Company or any Restricted Party that (1) is not organized under the laws of the United States, any state thereof or the District of Columbia and (2) conducts substantially all of its business operations outside the United States.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in:

(1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

(2) statements and pronouncements of the Financial Accounting Standards Board;

(3) such other statements by such other entity as approved by a significant segment of the accounting profession; and

(4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“Gaming Approval” means any license, permit, approval, authorization, registration, finding of suitability, franchise, entitlement, waiver, and exemption issued by any Gaming Authority necessary for or relating to the conduct of activities by the Company or any Affiliated Guarantor or any of their respective Subsidiaries.

“Gaming Authority” means such federal, state, local and other governmental, regulatory and administrative authority, agency, board, commission and officials responsible for, or involved in, the regulation of gaming or gaming activities or the sale of liquor that now or hereafter has jurisdiction over all or any portion of the gaming activities of the Company or any Affiliated Guarantor or any of their respective Subsidiaries, including, without limitation and to the extent applicable, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County (Nevada) Liquor and Gaming Licensing Board, the Indiana Gaming Commission, the Louisiana Gaming Control Board, the Mississippi Gaming Commission and the Missouri Gaming Commission.

“Gaming Laws” means all applicable provisions of all constitutions, treaties, statutes, laws, pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within the jurisdiction of such Gaming Authorities, and all rules, regulations, ordinances, approvals, orders, decisions, judgments, awards and decrees of any Gaming Authority.

“Governmental Authority” means any agency, authority, board, bureau, commission, department, division, office, or instrumentality of any nature whatsoever of any district, city or other political subdivision or otherwise, whether now or hereafter in existence, or any official thereof, including any Gaming Authority.

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“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Guaranty Agreement” means a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which a Notes Guarantor guarantees the Issuers’ obligations with respect to the Notes on the terms provided for in the Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Party (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Party. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with “— Certain Covenants — Limitation on Indebtedness”:

(1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;

(2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and

(3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Indebtedness will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

(2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;

(3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business);

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(4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

(5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with the Indenture (but excluding, in each case, any accrued dividends);

(6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value of such property or assets and the amount of the obligation so secured; and

(8) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the acquisition or disposition by the Company or any Restricted Party of any business or any controlling interest in any business, the term “Indebtedness” will exclude indemnification obligations and post-closing earn-outs and other payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company.

“Initial Purchasers” means Credit Suisse Securities (USA) LLC, SG Americas Securities, LLC, CIBC World Markets Corp., Barclays Capital Inc., ING Financial Markets LLC and Greenwich Capital Markets, Inc.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates.

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. If the Company or any Restricted Party issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. The acquisition by the Company or any Restricted Party of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Party in such third Person at such time. Except as otherwise provided for herein, the amount of

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an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Party”, the definition of “Restricted Payment” and the covenant described under “— Certain Covenants — Limitation on Restricted Payments”:

(1) in connection with any designation of any Subsidiary as an Unrestricted Party, “Investment” shall include the portion (proportionate to the Company’s or the applicable Affiliated Guarantor’s, as applicable, equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary provided, however, that upon a redesignation of such Subsidiary as a Restricted Party, the Company or such Affiliated Guarantor, as the case may be, shall be deemed to continue to have a permanent “Investment” in an Unrestricted Party equal to an amount (if positive) equal to (A) the Company’s or such Affiliated Guarantor’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s or such Affiliated Guarantors, as the case may be, equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation;

(2) in connection with any designation of any Designated Affiliate as an Unrestricted Party, “Investment” shall include 100% of the Fair Market Value of the net assets of such Designated Affiliate at the time such Designated Affiliated is designated an Unrestricted Party; provided, however, that upon a redesignation of such Designated Affiliate as a Restricted Party, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Party equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Designated Affiliate at the time of such redesignation less (B) 100% of the Fair Market Value of the net assets of such Designated Affiliate at the time of such redesignation; and

(3) any property transferred to or from an Unrestricted Party shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

“Issue Date” means the date on which the Notes are originally issued.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lenders” has the meaning specified in the Credit Agreement.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case, without duplication, net of:

(1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;

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(3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition;

(4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Party after such Asset Disposition; and

(5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition; provided, however, that upon the termination of that escrow, Net Available Cash will be increased by any portion of funds in the escrow that are released to the Company or any Restricted Party (or, in the case of any Affiliated Guarantor Stock Sale, released to the holders (or former holders) of Capital Stock of the applicable Affiliated Guarantor).

“Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Notes Guarantors” means the Subsidiary Guarantors and the Affiliated Guarantors.

“Notes Guaranty” means a Subsidiary Guaranty or an Affiliated Guaranty, as applicable.

“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Offering Circular” means the Offering Circular dated December 14, 2006 relating to the Outstanding Notes.

“Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of the Company, or any individual who performs executive management duties on behalf of the Company.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, any Affiliated Guarantor or the Trustee.

“Permitted Asset Swap” means the substantially contemporaneous purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash, cash equivalents and Temporary Cash Investments between the Company or any Affiliated Guarantor or any of their Restricted Subsidiaries and another Person that is not the Company or any Affiliated Guarantor or any of their Restricted Subsidiaries; provided, however, that any cash, cash equivalents or Temporary Cash Investments received by the Company or any of the Restricted Subsidiaries must be applied in accordance with the covenant described under “— Limitation on Sales of Assets and Subsidiary Stock.”

“Permitted C-Corp Conversion” means a transaction resulting in the Company becoming subject to tax under the Code as a corporation (a “C Corporation”); provided, however, that prior to the consummation of such transaction, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Holders will not recognize income gain or loss for United States federal income tax purposes as a result of such Permitted C-Corp Conversion and will be subject to United States federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Permitted C-Corp Conversion had not occurred.

“Permitted Holders” means (i) William J. Yung, III, (ii) his spouse and members of his immediate family (including siblings, children, grandchildren and children and grandchildren by adoption), (iii) any

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Affiliate controlled by any the foregoing, (iv) in the event of incompetence or death of any of the persons described in paragraphs (i) and (ii) hereof, such person’s estate, executor, administrator, committee or other personal representative, in each case who at the particular date will beneficially own or have the right to acquire, directly or indirectly equity interests of Tropicana Entertainment Intermediate Holdings, LLC or the Company or (v) any trusts for their respective benefit, or any trust for the benefit of any such trust; provided, however, that Permitted Holders shall not include any operating company Affiliated with any of the foregoing (including Columbia Sussex Corp.) that is not engaged exclusively in a Related Business.

“Permitted Investment” means an Investment by the Company or any Restricted Party in:

(1) the Company, a Restricted Party or a Person that will, upon the making of such Investment, become a Restricted Party; provided, however, that the primary business of such Restricted Party is a Related Business;

(2) another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Party; provided, however, that such Person’s primary business is a Related Business;

(3) cash and Temporary Cash Investments;

(4) receivables owing to the Company or any Restricted Party if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Party deems reasonable under the circumstances;

(5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6) loans or advances to employees (other than any Permitted Holder) made in the ordinary course of business consistent with past practices of the Company or such Restricted Party;

(7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Party or in satisfaction of judgments;

(8) any Person to the extent such Investment represents the non-cash portion of the consideration received for (i) an Asset Disposition as permitted pursuant to the covenant described under “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” or (ii) a disposition of assets not constituting an Asset Disposition;

(9) any Person where such Investment was acquired by the Company or any Restricted Party (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Party in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any Restricted Party with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Party;

(11) any Person to the extent such Investments consist of Hedging Obligations or Guarantees of Indebtedness otherwise permitted under the covenant described under “— Certain Covenants — Limitation on Indebtedness”;

(12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount

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or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date); and

(13) any Persons to the extent such Investments, when taken together with all other Investments made pursuant to this clause (13) and outstanding on the date such Investment is made, do not exceed $20.0 million.

“Permitted Tax Distributions” means:

(1) with respect to the Company, cash distributions to the direct or indirect holders of Capital Stock of the Company made not more frequently than once each fiscal quarter which shall be in an amount required to satisfy actual cash tax liabilities of such holders relating to the Company and its Restricted Subsidiaries for the immediately preceding fiscal quarter and in any event in an amount not in excess of 40% of the combined taxable income of the Company and its Restricted Subsidiaries (including the taxable income of Greenville Riverboat, other than any taxable income attributable to any minority interest, but excluding the taxable income of the Affiliated Guarantors) for the immediately preceding fiscal quarter;

(2) with respect to any Affiliated Guarantor, cash distributions to the direct or indirect holders of Capital Stock of such Affiliated Guarantor made not more frequently than once each fiscal quarter which shall be in an amount required to satisfy actual cash tax liabilities of such holders relating to such Affiliated Guarantor and its Restricted Subsidiaries for the immediately preceding fiscal quarter, and in any event in an amount not to exceed 40% of the combined taxable income of such Affiliated Guarantor and its Restricted Subsidiaries for the immediately preceding fiscal quarter.

Notwithstanding anything to the contrary herein, no Permitted Tax Distribution may be made by the Company or any Affiliated Guarantor in respect of any fiscal period during which the Company or such Affiliated Guarantor, as applicable, was not a pass-through tax entity for United States federal income tax purposes.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Purchase Money Indebtedness” means Indebtedness (including Capital Lease Obligations) (1) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds or similar Indebtedness, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and (2) Incurred to finance the acquisition by the Company or a Restricted Party of such asset, including additions and improvements, in the ordinary course of business; provided, however, that any Lien arising in connection with any such Indebtedness shall be limited to the specific asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided further, however, that such Indebtedness is Incurred within 180 days after such acquisition of such assets.

“Qualified Capital Stock” of a Person means Capital Stock of such Person other than Disqualified Capital Stock; provided, however, that such Capital Stock shall not be deemed Qualified Capital Stock to the extent (1) sold to a Subsidiary of such Person or financed, directly or indirectly, using funds (A) borrowed from such Person or any Subsidiary of such Person or (B) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, in respect of any employee stock

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ownership or benefit plan) or (2) issued in respect of any Affiliated Guarantor Sale Contribution. Unless otherwise specified, Qualified Capital Stock refers to Qualified Capital Stock of the Company.

“Qualified Equity Offering” means any private or public issuance and sale of common stock by the Company or any Company Parent; provided, however, that, in the case of the sale of common stock of a Company Parent, cash proceeds therefrom equal to not less than 100% of the aggregate principal amount of any Notes to be redeemed are received by the Company as a contribution to its common equity capital. Notwithstanding the foregoing, the term “Qualified Equity Offering” shall not include:

(1) any issuance and sale with respect to common stock registered on Form S-4 or Form S-8 under the Securities Act;

(2) any issuance and sale to any Affiliate of the Company; or

(3) any issuance and sale in respect of any Affiliated Guarantor Sale Contribution.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Party existing on the Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

(4) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary or any Affiliated Guarantor that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Party that Refinances Indebtedness of an Unrestricted Party.

“Registration Rights Agreement” means the Registration Rights Agreement dated the Issue Date, among the Company, Tropicana Finance, the Notes Guarantors and Credit Suisse Securities (USA) LLC, as representative of the several Initial Purchasers.

“Related Business” means any business in which the Company or any of the Restricted Subsidiaries was engaged on the Issue Date and any business related ancillary or complementary to such business, including the operation of retail operations at a casino or hotel or associated complex owned or operated by the Company or any Restricted Party.

“Related Business Assets” means assets (other than cash or cash equivalents) used or useful in a Related Business; provided, however, that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Company.

“Restricted Party” means each Affiliated Guarantor and each Restricted Subsidiary.

“Restricted Payment” with respect to any Person means:

(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Party and (C) pro rata dividends or other distributions made by a Subsidiary of such Person that is not a Wholly-Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

(2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Capital Stock of the Company or any Affiliated Guarantor held by any Person (other than by a Restricted Party) or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than by a Restricted Party), including in connection with any merger or consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Notes Guarantor (other than (A) from the Company or a Restricted Party or (B) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or

(4) the making of any Investment (other than a Permitted Investment) in any Person.

“Restricted Subsidiary” means (i) any Subsidiary of the Company that is not an Unrestricted Party and (ii) any Subsidiary of an Affiliated Guarantor that is not an Unrestricted Party. Tropicana Finance is a Restricted Subsidiary.

“Revolving Credit Facility” means the revolving credit facility contained in the Credit Agreement and any other facility or financing arrangement that Refinances, in whole or in part, any such revolving credit facility.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Party on the Issue Date or thereafter acquired by the Company or a Restricted Party whereby the Company or a Restricted Party transfers such property to a Person and the Company or a Restricted Party leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company secured by a Lien.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Senior Indebtedness” means with respect to any Person:

(1) Indebtedness of such Person, whether outstanding on the Issue Date or the Aztar Acquisition Date or thereafter Incurred; and

(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above unless, in the

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case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations are subordinate or pari passu in right of payment to the Notes or the Subsidiary Guaranty of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

(1) any obligation of such Person to the Company or any Subsidiary of the Company, or to any Affiliated Guarantor or any Subsidiary of an Affiliated Guarantor;

(2) any liability for Federal, state, local or other taxes owed or owing by such Person;

(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(4) any Capital Stock;

(5) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(6) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture.

“Senior Subordinated Indebtedness” means, with respect to a Person, the Notes (in the case of the Issuers), a Notes Guaranty (in the case of a Notes Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the Notes or such Notes Guaranty, as the case may be, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Indebtedness of such Person.

“Service Agreements” means (i) the Service Agreement dated as of the Aztar Acquisition Date, to be entered into between Columbia Sussex Corp. and the Company upon the consummation of the Aztar Acquisition containing terms substantially similar to (and, with respect to economic terms, no less favorable to the Company and its Restricted Subsidiaries than) those described under the caption “Certain Relationships and Related Party Transactions — Tropicana Entertainment” in the Offering Circular, (ii) the Management Agreement dated as of the Aztar Acquisition Date, to be entered into between Wimar Tahoe Corporation and the Company upon the consummation of the Aztar Acquisition containing terms substantially similar to (and, with respect to economic terms, no less favorable to the Company and its Restricted Subsidiaries than) those described under the caption “Certain Relationships and Related Party Transactions — Tropicana Entertainment” in the Offering Circular, (iii) the Service Agreement dated as of the Aztar Acquisition Date, to be entered into between Columbia Sussex Corp. and Aztar Corporation upon the consummation of the Aztar Acquisition containing terms substantially similar to (and, with respect to economic terms, no less favorable to the Company and its Restricted Subsidiaries than) those described under the caption “Certain Relationships and Related Party Transactions — Aztar” in the Offering Circular, (iv) the Management Agreement dated as of the Aztar Acquisition Date, to be entered into between Wimar Tahoe Corporation and Aztar Corporation upon the consummation of the Aztar Acquisition containing terms substantially similar to (and, with respect to economic terms, no less favorable to the Company and its Restricted Subsidiaries than) those described under the caption “Certain Relationships and Related Party Transactions — Aztar” in the Offering Circular, (v) the Service Agreement dated as of January 1, 2002, between Columbia Sussex Corp. and Greenville Riverboat, LLC, (vi) the Service Agreement dated as of October 27, 2003 (as amended as of August 7, 2006 and November 6, 2006), between Columbia Sussex Corp. and Columbia Properties Vicksburg, LLC, (vii) the Service Agreement dated as of August 26, 2004 (as amended as of November 6, 2006), between Columbia Sussex Corp. and JMBS Casino LLC, (viii) the Service Agreement to be entered into between Columbia Sussex Corp. and Casino Queen, Inc. upon the consummation of the Casino Queen Acquisition containing terms substantially similar to (and, with respect to economic terms, no less favorable to the Company and its Restricted Subsidiaries than) those described under the caption “Certain Relationships and Related Party Transactions — Casino Queen” in the Offering Circular and (ix) the Management Agreement to be entered into between Wimar Tahoe Corporation and Casino Queen, Inc. upon the consummation of the Casino Queen Acquisition containing terms substantially similar to (and, with respect to economic terms, no less favorable

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to the Company and its Restricted Subsidiaries than) those described under the caption “Certain Relationships and Related Party Transactions — Casino Queen” in the Offering Circular, in each case as in effect on the Issue Date (or, as contemplated above, as in effect on the date of consummation of the Aztar Acquisition or the Casino Queen Acquisition, as applicable) and any amendment thereto so long as such amendment is not, as a whole, less favorable to the Noteholders in any respect than the agreement as originally in effect or as amended pursuant to the terms hereto.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Specified Percentage” means, as used in paragraph (a)(3)(E) of the covenant described under “— Limitation on Restricted Payments”:

(1) to the extent the Unrestricted Party that is being redesignated as a Restricted Party is a Subsidiary of the Company or an Affiliated Guarantor, the percentage of the Company’s or such Affiliated Guarantor’s equity interest in such Subsidiary; and

(2) to the extent the Unrestricted Party that is being redesignated as a Restricted Party is an Affiliated Guarantor, 100%; provided, however, that (x) such Affiliated Guarantor has executed and delivered its Affiliated Guaranty on the same terms as in effect on the Issue Date and (y) the Permitted Holders continue to hold 100% of the equity interests in such Affiliated Guarantor.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or the Aztar Acquisition Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1) such Person;

(2) such Person and one or more Subsidiaries of such Person; or

(3) one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means each Subsidiary of the Company or any Affiliated Guarantor that executes the Indenture as a guarantor and each other Subsidiary of the Company or an Affiliated Guarantor that thereafter guarantees the Notes pursuant to the terms of the Indenture.

“Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Issuers’ obligations with respect to the Notes.

“Temporary Cash Investments” means any of the following:

(1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;

(2) investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within 12 months of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency

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equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

(4) investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s Investors Service, Inc. or “A-1” (or higher) according to Standard and Poor’s Ratings Group;

(5) investments in securities with maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Standard & Poor’s Ratings Group or “A2” by Moody’s Investors Service, Inc.; and

(6) investments in money market funds that invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

“Term Loan Facility” means the term loan facility contained in the Credit Agreement and any other facility or financing arrangement that Refinances in whole or in part any such term loan facility.

“Tropicana Pennsylvania Entities” means Tropicana Pennsylvania, LLC, LV Rec, Inc. and LV Red, LLC.

“Trustee” means U.S. Bank National Association until a successor replaces it and, thereafter, means the successor.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date.

“Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

“Unrestricted Party” means:

(1) any Designated Affiliate, or any Subsidiary of the Company or any Designated Affiliate, in either case that at the time of determination shall be designated an Unrestricted Party by the Board of Directors in the manner provided below; and

(2) any Subsidiary of an Unrestricted Party.

The Board of Directors of the Company may designate any Designated Affiliate, or any Subsidiary of the Company or any Designated Affiliate (including any newly acquired or newly formed Subsidiary, but excluding Tropicana Finance), to be an Unrestricted Party unless such Designated Affiliate or any of their respective Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, (x) the Company, (y) any Affiliated Guarantor or (z) any Subsidiary of the Company or any Affiliated Guarantor (other than a Subsidiary of the Designated Affiliate or Subsidiary, as the case may be, that is being designated as an Unrestricted Party); provided, however, that either (A) such Designated Affiliate or Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Designated Affiliate or Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under “— Certain Covenants — Limitation on Restricted Payments”.

The Board of Directors of the Company may designate any Unrestricted Party to be a Restricted Party; provided, however, that immediately after giving effect to such designation (A) the Company could Incur

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$1.00 of additional Indebtedness under paragraph (a) of the covenant described under “— Certain Covenants — Limitation on Indebtedness” and (B) no Default shall have occurred and be continuing. Upon any redesignation of any Designated Affiliate as a Restricted Party (following a prior designation as an Unrestricted Party), such Designated Affiliate shall execute an Affiliated Guaranty and be reestablished as an Affiliated Guarantor.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly-Owned Subsidiary” means a Restricted Subsidiary of the Company all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more other Wholly-Owned Subsidiaries.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax consequences relevant to the exchange, purchase, ownership and disposition of the notes by holders thereof, but does not purport to be a complete analysis of all the potential tax effects. This discussion is based upon the Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect. These authorities may be changed, perhaps with retroactive effect, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any rulings from the Internal Revenue Service with respect to the matters discussed below. There can be no assurance that the Internal Revenue Service will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained.

This discussion assumes that the notes are held as capital assets (i.e., generally held for investment) and holders purchase the notes for cash at original issue and at their “issue price” within the meaning of section 1273 of the Code (i.e., the first price at which a substantial amount of notes are sold to the public for cash). Moreover, the effect of any applicable state, local, foreign or other tax laws, including gift and estate tax laws, is not discussed. In addition, this discussion does not address all of the U.S. federal income tax consequences that may be applicable to holders’ particular circumstances or to holders that may be subject to special tax rules, including, without limitation:

•  holders subject to the alternative minimum tax;

•  banks, insurance companies, or other financial institutions;

•  tax-exempt organizations;

•  dealers in securities or commodities;

•  traders in securities;

•  U.S. holders (as defined below) whose “functional currency” is not the U.S. dollar;

•  persons that will hold the notes as a position in a hedging, “straddle,” “conversion” or other risk-reduction transaction;

•  persons deemed to sell the notes under the constructive sale provisions of the Code; or

•  non-resident aliens subject to the tax on expatriates under Section 877 of the Internal Revenue Code.

If a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the notes.

This discussion of certain U.S. federal income tax consequences is for general information only and is not tax advice. You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular situation as well as the application to your particular situation of any state, local, foreign or other tax laws, including gift and estate tax laws, and any tax treaties.

Consequences to U.S. Holders

The following is a summary of the U.S. federal income tax consequences that will apply to you if you are a U.S. holder of the notes. Certain consequences to “non-U.S. holders” of the notes are described under “Consequences to Non-U.S. Holders” below. “U.S. holder” means a beneficial owner of a note who, or that, is:

•  a citizen or resident of the U.S., as determined for federal income tax purposes;

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•  a corporation or other entity taxable as a corporation created or organized in or under the laws of the U.S., any State thereof or the District of Columbia;

•  an estate the income of which is subject to U.S. federal income taxation regardless of its source;

•  a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more U.S. persons can control all substantial decisions of the trust, or, if the trust was in existence on August 20, 1996, was treated as a U.S. person prior to such date and has elected to be treated as a U.S. person; or

•  a former citizen or resident of the U.S. whose income and gain on the notes is subject to U.S. income tax under certain circumstances.

Exchange Offer

We are offering the exchange notes in exchange for the outstanding notes in the exchange offer. Because the exchange notes will not differ materially in kind or extent from the outstanding notes, your exchange of outstanding notes for exchange notes should not constitute a taxable disposition of such outstanding notes for U.S. federal income tax purposes. As a result, you should not recognize income, gain or loss on such exchange, your holding period for the exchange notes will include the holding period for the outstanding notes so exchanged, your adjusted tax basis in the exchange notes will be the same as your adjusted tax basis in the outstanding notes so exchanged, and the federal income tax consequences associated with owning the outstanding notes should continue to apply to the exchange notes. Consult your own tax advisor concerning the tax consequences of the exchange arising under state, local or non-U.S. law.

Interest

Stated interest on the notes will generally be taxable to you as ordinary income at the time it is paid or accrues in accordance with your method of accounting for tax purposes.

In certain circumstances (see “Description of the Exchange Notes — Optional Redemption” and “Description of the Exchange Notes — Change of Control”), we may be obligated to make payments on the notes in excess of stated interest and principal. First, as described under the heading “Description of the Exchange Notes — Optional Redemption,” if we call the notes for redemption we may be obligated to make “make-whole” payments in excess of stated principal and interest. Second, as described under the heading “Description of the Exchange Notes — Change of Control,” in certain circumstances we may be obligated to pay amounts in excess of stated interest or principal on the notes. We intend to take the position that these additional payments do not require the notes to be treated as contingent payment debt instruments. Our determination is binding on a U.S. holder unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations. Our determination is not, however, binding on the Internal Revenue Service, and if the Internal Revenue Service were to challenge this determination, a U.S. holder could be required to accrue income on its notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note. In the event we are obligated to make payments of amounts in excess of stated interest or principal as noted above, it would affect the amount, timing and possibly character of the income that would otherwise be recognized by a U.S. holder in the absence of such payments. U.S. holders are also urged to consult their tax advisors regarding the potential application to the notes of the contingent payment debt instrument rules and the consequences thereof.

Disposition of Notes

Upon the sale, exchange, redemption or other taxable disposition of a note, you generally will recognize gain or loss equal to the difference between (i) the sum of cash plus the fair market value of all other property received on such disposition (except to the extent such cash or property is attributable to accrued but unpaid interest, which generally will be taxable as ordinary income if not previously included in income) and (ii) your adjusted tax basis in the note. A U.S. holder’s adjusted tax basis in a note generally will equal

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the cost of the note to such holder increased by the amount of any original issue discount (if any) previously included in income and reduced by any principal payments received by such holder.

Subject to the discussion in the following paragraph, gain or loss recognized on the disposition of a note generally will be capital gain or loss, and will be long-term capital gain or loss if, at the time of such disposition, the U.S. holder’s holding period for the note is more than one year. In the case of a non-corporate U.S. holder, such capital gain will be subject to tax at a reduced rate if the note is held for more than one year. The deductibility of capital losses by U.S. holders is subject to limitations.

We may be obligated to make “make-whole” payments in excess of stated interest or principal upon the redemption or repurchase of the notes (see “Description of the Exchange Notes — Optional Redemption”). The tax consequences of such payments are not entirely clear. Such payments may be treated as interest, additional amounts paid for the notes or as ordinary income. U.S. holders are urged to consult their tax advisors regarding the tax treatment of such payments.

Backup Withholding

A U.S. holder may be subject to a backup withholding tax (currently 28%) when such holder receives interest and principal payments on the notes held or upon the proceeds received upon the sale or other disposition of such notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. A U.S. holder will be subject to backup withholding tax if such holder is not otherwise exempt and such holder:

•  fails to furnish its taxpayer identification number, or TIN, which, for an individual, is ordinarily his or her social security number;

•  furnishes an incorrect TIN;

•  is notified by the Internal Revenue Service that it has failed to properly report payments of interest or dividends; or

•  fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the Internal Revenue Service has not notified the U.S. Holder that it is subject to backup withholding.

U.S. holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund, if appropriate, as long as they timely provide certain information to the Internal Revenue Service.

Consequences to Non-U.S. Holders

The following is a summary of the U.S. federal income tax consequences that will apply to you if you are a non-U.S. holder of notes. The term “non-U.S. holder” means a beneficial owner of a note that is not a U.S. holder.

Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations” and “passive foreign investment companies.” Such entities should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

Interest

Interest paid to a non-U.S. holder will not be subject to U.S. federal withholding tax of 30% (or, if applicable, a lower treaty rate) provided that:

•  you do not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock;

•  you are not a controlled foreign corporation that is related to us through stock ownership;

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•  you are not a bank whose receipt of interest on a note is described in section 881(c)(3)(A) of the Code; and

•  either (1) you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an Internal Revenue Service Form W-8BEN), (2) a securities clearing organization, bank, or other financial institution that holds customers’ securities in the ordinary course of its business holds the note on your behalf and certifies, under penalties of perjury, that it, or the financial institution between it and the non-U.S. holder, has received from the non-U.S. holder a statement, under penalties of perjury, that such holder is not a “U.S. person” and provides us or our paying agent with a copy of such statement or (3) the non-U.S. holder holds its notes directly through a “qualified intermediary” and certain conditions are satisfied.

If you cannot satisfy the requirements described above, payments of interest will be subject to the 30% U.S. federal withholding tax, unless you provide us with a properly executed (1) Internal Revenue Service Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty or (2) Internal Revenue Service Form W-8ECI stating that interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the U.S.

The certification requirements described above may require a non-U.S. holder that provides an Internal Revenue Service form, or that claims the benefit of an income tax treaty, to also provide its U.S. TIN.

We may be obligated to make “make-whole” payments in excess of stated interest or principal upon the redemption or repurchase of the notes (see “Description of the Exchange Notes — Optional Redemption”). The tax consequences of such payments are not entirely clear. Such payments may be treated as interest, subject to the rules described above, additional amounts paid for the notes, subject to the rules described below, or as other income subject to U.S. federal withholding tax. We do not presently expect to withhold tax from any amounts treated as “make-whole” payments, but we may do so if, at the time of payment, the Internal Revenue Service or other governmental authorities indicate that withholding is appropriate.

Sale, Exchange or Other Taxable Disposition of Notes

Any gain realized upon the sale, exchange or other taxable disposition of a note (except with respect to accrued and unpaid interest, which would be taxable as described above) generally will not be subject to U.S. federal income tax unless:

•  that gain is effectively connected with your conduct of a trade or business in the U.S. (or if a tax treaty applies, the gain is effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S. and attributable to a US permanent establishment maintained by such non-U.S. holder); or

•  you are an individual who is present in the U.S. for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

U.S. Trade or Business

If interest or gain from a disposition of the notes is effectively connected with a non-U.S. holder’s conduct of a U.S. trade or business, or if an income tax treaty applies and the non-U.S. holder maintains a U.S. “permanent establishment” to which the interest or gain is generally attributable, the non-U.S. holder may be subject to U.S. federal income tax on the interest or gain on a net basis in the same manner as if it were a U.S. holder and the 30% withholding tax described above will not apply (assuming an appropriate certification is provided, generally Internal Revenue Service Form W-8ECI). A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a note or gain recognized on the

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disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the U.S.

Information Reporting and Backup Withholding

Backup withholding will generally not apply to payments of principal or interest made by us or our paying agents, in their capacities as such, to a non-U.S. holder of a note if the holder has provided the required certification that it is not a U.S. person as described above. However, information reporting on Internal Revenue Service Form 1042-S may still apply with respect to interest payments. Payments of the proceeds from a disposition by a non-U.S. holder of a note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:

•  a U.S. person;

•  a controlled foreign corporation for U.S. federal income tax purposes;

•  a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period; or

•  a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons, as defined in Treasury Regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business.

Payment of the proceeds from a disposition by a non-U.S. holder of a note made to or through the U.S. office of a broker will generally be subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its TIN or otherwise establishes an exemption from information reporting and backup withholding.

Non-U.S. holders should consult their own tax advisors regarding application of information reporting and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from information reporting and backup withholding under current Treasury Regulations. In this regard, the current Treasury Regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reason to know that the certification may be false. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder will be allowed as a credit against the holder’s U.S. federal income tax liability or may be refunded, provided the required information is furnished in a timely manner to the Internal Revenue Service.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until          , 2008 (180 days after the expiration date of this exchange offer), all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters in connection with the exchange notes will be passed upon for us by Milbank, Tweed, Hadley & McCloy LLP, Los Angeles, California.

EXPERTS

The consolidated financial statements of Tropicana Casinos and Resorts, Inc. and Subsidiaries, and the financial statements of CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino, LLC, and Argosy of Baton Rouge appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, with respect to Tropicana Casinos and Resorts, Inc. and Subsidiaries, CP Laughlin Realty. LLC, Columbia Properties Vicksburg, LLC, JMBS Casino, LLC, and Ernst & Young LLP, independent auditors, with respect to Argosy of Baton Rouge, to the extent indicated in their reports thereon also appearing elsewhere herein and in the Registration Statement. Such financial statements have been included herein in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Aztar Corporation at December 31, 2006, and for the year then ended, appearing in this prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

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The consolidated financial statements of Aztar Corporation as of December 31, 2005 and for each of the two years in the period ended December 31, 2005 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The statement of direct revenues and expenses of Desert Palace, Inc. for the period from January 1, 2005 through June 10, 2005, included in this prospectus, has been audited by Deloitte & Touche LLP, independent registered public accounting firm, as stated in their report appearing herein, and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Registration Statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the exchange notes, reference is made to the Registration Statement. Any statements made in this prospectus concerning the provisions of certain documents are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement submitted to the SEC. The Registration Statement, the exhibits forming a part thereof and the reports and other information filed by us with the SEC in accordance with the Exchange Act may be inspected, without charge, at the Public Reference Section of the SEC located at 100 F. Street, N.E., Washington, D.C., 20549. Copies of all or any portion of the material may be obtained from the Public Reference Section of the SEC upon payment of the prescribed fees. The SEC also maintains a website on the World Wide Web that contains periodic reports, proxy and information statements and other information at http://www.sec.gov.

We are not currently subject to the periodic reporting and other informational requirements of the Exchange Act. However, whether or not required by the rules and regulations of the SEC, following the effectiveness of the Registration Statement for the exchange offer, we will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such filings) and make such information available to prospective investors upon request. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act. You may request such information by contacting us at: 740 Centre View Blvd., Crestview Hills, Kentucky 41017, Attention: Donna More.

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INDEX TO FINANCIAL STATEMENTS

	Page
Tropicana Entertainment, LLC and Subsidiaries Condensed Consolidated Financial Statements for the Six Month Periods Ended June 30, 2007 and June 30, 2006 (Unaudited)
Condensed Consolidated Balance Sheets		F-3
Condensed Consolidated Statements of Income		F-4
Condensed Consolidated Statements of Cash Flows		F-5
Notes to Condensed Consolidated Financial Statements		F-6
Tropicana Casinos and Resorts, Inc. and Subsidiaries Consolidated Financial Statements for the Years Ended December 31, 2006, December 31, 2005 and December 31, 2004 (Audited)
Report of Independent Registered Public Accounting Firm		F-27
Consolidated Balance Sheets		F-28
Consolidated Statements of Income		F-29
Consolidated Statements of Stockholder’s Equity		F-30
Consolidated Statements of Cash Flows		F-31
Notes to Consolidated Financial Statements		F-32
Argosy of Baton Rouge Consolidated Financial Statements for the Year Ended December 31, 2004 and the Period from January 1, 2005 to October 24, 2005 (Audited)
Report of Ernst & Young LLP, Independent Auditors		F-59
Consolidated Balance Sheet		F-60
Consolidated Statement of Income		F-61
Consolidated Statement of Stockholder’s Equity (Deficit)		F-62
Consolidated Statement of Cash Flows		F-63
Notes to Consolidated Financial Statements		F-64
Desert Palace Inc. (a wholly-owned Independent Subsidiary of Caesars Entertainment, Inc.) Statement of Direct Revenues and Expenses for the Period from January 1, 2005 to June 10, 2005 (Audited)
Report of Deloitte & Touche LLP, Independent Auditors		F-69
Statement of Direct Revenues and Expenses		F-70
Notes to Statement of Direct Revenues and Expenses		F-71
CP Laughlin Realty LLC Financial Statements for the Six Month Periods Ended June 30, 2007 and June 30, 2006 (Unaudited)
Condensed Balance Sheet		F-74
Condensed Statements of Income		F-75
Condensed Statements of Cash Flows		F-76
Notes to Condensed Financial Statements		F-77
CP Laughlin Realty LLC Financial Statements for the Years Ended December 31, 2006, December 31, 2005 and December 31, 2004 (Audited)
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		F-80
Balance Sheets		F-81
Statements of Income		F-82
Statements of Changes in Member’s Equity		F-83
Statements of Cash Flows		F-84
Notes to Financial Statements		F-85
Columbia Properties Vicksburg LLC Financial Statements for the Six Month Periods Ended June 30, 2007 and June 30, 2006 (Unaudited)
Condensed Balance Sheet		F-89

F-1

	Page
Condensed Statements of Operations		F-90
Condensed Statements of Cash Flows		F-91
Notes to Condensed Financial Statements		F-92
Columbia Properties Vicksburg LLC Financial Statements for the Years Ended December 31, 2006, December 31, 2005 and December 31, 2004 (Audited)
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		F-95
Balance Sheets		F-96
Statements of Operations		F-97
Statements of Changes in Members’ Equity		F-98
Statements of Cash Flows		F-99
Notes to Financial Statements		F-100
JMBS Casino LLC Financial Statements for the Six Month Periods Ended June 30, 2007 and June 30, 2006 (Unaudited)
Condensed Balance Sheet		F-107
Condensed Statements of Income		F-108
Condensed Statements of Cash Flows		F-109
Notes to Condensed Financial Statements		F-110
JMBS Casino LLC Financial Statements for the Years Ended December 31, 2006, December 31, 2005 and December 31, 2004 (Audited)
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		F-113
Balance Sheets		F-114
Statements of Income		F-115
Statements of Changes in Member’s Equity		F-116
Statements of Cash Flows		F-117
Notes to Financial Statements		F-118
Aztar Corporation and Subsidiaries Consolidated Financial Statements for the Years Ended December 31, 2006, December 31, 2005 and December 30, 2004 (Audited)
Report of Ernst & Young LLP, Independent Auditors		F-124
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm		F-125
Consolidated Balance Sheet		F-126
Consolidated Statements of Operations		F-127
Consolidated Statements of Cash Flows		F-128
Consolidated Statements of Shareholders’ Equity		F-129
Notes to Consolidated Financial Statements		F-130

F-2

TROPICANA ENTERTAINMENT, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	Audited		Unaudited
	Predecessor		Successor
	December 31, 2006		June 30, 2007
Current Assets:
Cash and cash equivalents	$	33,023	$	86,648
Accounts receivable — net of allowance for doubtful accounts		3,958		28,175
Amounts due from related parties — non-guarantors		2,293		3,983
Amounts due from casinos to be transferred		3,635		—
Inventories		1,596		7,984
Income tax receivable		—		20,514
Prepaid expenses and other assets		5,217		34,858
Discontinued operations — current assets of casinos to be transferred, including cash and cash equivalents of $1,185		9,805		—
Total current assets		59,527		182,162
Restricted cash		—		33,698
Property and equipment — net		226,238		1,984,470
Deposits and costs for pending acquisitions		1,310,026		—
Investments		—		26,698
Goodwill		16,802		989,045
Intangible assets — net		51,450		495,450
Deferred charges and other assets — net		27,670		140,016
Discontinued operations — long-term assets of casinos to be transferred		42,378		—
Total Assets	$	1,734,091	$	3,851,539
Current Liabilities:
Current portion, long-term debt	$	2,295	$	500
Accounts payable		14,749		48,469
Amounts due to related parties – non-guarantors		9,651		6,599
Amounts payable to casinos to be transferred		2,325		—
Accrued expenses and other liabilities		18,198		65,240
Discontinued operations — current liabilities of casinos to be transferred		6,912		—
Total current liabilities		54,130		120,808
Long-term debt		1,153,680		2,741,289
Related party note payable		369,083		—
Notes payable to affiliate guarantors		—		7,000
Other long-term liabilities		237		10,512
Discontinued operations — other liabilities of casinos to be transferred		177		—
Total liabilities		1,577,307		2,879,609
Minority interest in consolidated subsidiaries		9,853		11,553
Member’s Equity
Common stock		1		—
Paid in capital		76,280		—
Retained earnings		70,650		—
Member’s equity		—		960,377
Total Member’s equity		146,931		960,377
Total Liabilities and Member’s Equity	$	1,734,091	$	3,851,539

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-3

TROPICANA ENTERTAINMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2006			2007			2006			2007
	(Predecessor)			(Successor)			(Predecessor)			(Successor)
Operating Revenue:
Casino	$	59,495		$	216,632		$	124,922		$	443,417
Rooms		8,816			50,806			19,456			97,734
Food and beverage		8,406			40,291			20,402			80,668
Other casino and hotel		3,090			16,901			5,437			34,282
Total operating revenues		79,807			324,630			170,217			656,101
Less promotional allowances		(10,849	)		(51,379	)		(22,435	)		(102,045	)
Net operating revenue		68,958			273,251			147,782			554,056
Operating Expenses:
Casino		12,737			29,684			20,197			61,434
Rooms		3,873			20,940			8,686			40,863
Food and beverage		7,652			33,592			16,918			67,398
Other casino and hotel		1,023			6,330			1,824			13,973
Utilities		2,376			8,809			5,315			16,945
Marketing, advertising and casino promotions		5,289			23,013			7,467			45,344
Repairs and maintenance		2,707			6,272			4,162			12,455
Insurance		1,410			4,206			2,173			8,173
Property and local taxes		1,043			8,640			1,758			16,942
Gaming taxes and licenses		10,230			28,331			21,450			58,767
Casino and hotel administrative and general		1,480			23,904			8,414			44,468
Corporate overhead		801			3,980			1,265			6,666
Leased land and facilities		2,879			5,208			5,547			10,543
Construction accident insurance recoveries, net		—			(15,463	)		—			(14,075	)
Loss on disposal of assets		979			263			979			263
Depreciation and amortization		2,845			25,816			6,415			43,353
Total operating expenses		57,324			213,525			112,570			433,512
Income from operations		11,634			59,726			35,212			120,544
Other Income (Expense):
Interest income		679			1,755			886			6,483
Interest expense		(4,403	)		(45,874	)		(8,010	)		(114,078	)
Loss from early extinguishment of debt		—			—			—			(2,799	)
Total other expense		(3,724	)		(44,119	)		(7,124	)		(110,394	)
Income before minority interest and income tax benefit		7,910			15,607			28,088			10,150
Minority interest in net income of consolidated subsidiaries		(1,273	)		(1,383	)		(1,750	)		(2,317	)
Income from continuing operations, before income tax benefit		6,637			14,224			26,338			7,833
Income tax benefit, net		—			399,145			—			384,767
Income from continuing operations		6,637			413,369			26,338			392,600
Discontinued operations, casinos to be transferred		(636	)		—			(2,097	)		—
Net Income	$	6,001		$	413,369		$	24,241		$	392,600

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-4

TROPICANA ENTERTAINMENT, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	For the Six Months Ended June 30,
	2006			2007
	(Predecessor)			(Successor)
Cash Flows from Operating Activities:
Net income	$	24,241		$	392,600
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,142			55,078
Non-cash portion of casualty loss — hurricane		4,200			—
Change in fair value of interest rate swap		—			(15,122	)
Loss from early extinguishment of debt		—			2,799
Change in deferred taxes		—			(397,273	)
Change in deferred rent		(19	)		(232	)
Write off of property and equipment		979			263
Minority interest in net income of consolidated subsidiary		1,750			2,317
Changes in current assets and current liabilities, net of effects from purchase of hotels and casinos:
Accounts receivable		1,251			19,920
Inventories, prepaids and other assets		(3,389	)		9,409
Accounts payable, accrued expenses and other liabilities		3,821			(24,195	)
Net cash provided by operating activities		39,976			45,564
Cash Flows from Investing Activities:
Additions to property and equipment		(21,074	)		(41,466	)
Aztar acquisition, net of cash acquired		—			(2,194,143	)
Deposits used (made) for acquisition		(313,487	)		977,967
Other changes, net		—			813
Net cash used in investing activities		(334,561	)		(1,256,829	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		—			1,970,000
Payments on long-term debt		(2,871	)		(1,047,913	)
Deposits into restricted cash		—			(33,698	)
Payment of financing costs		(524	)		(64,376	)
Advances from related parties		319,188			2,853
Advances from affiliate guarantors		—			7,000
Capital contributions by member		—			441,575
Cash retained by predecessor		—			(11,415	)
Distribution to stockholder		(900	)		—
Distribution to minority interest holders		(925	)		(321	)
Net cash provided by financing activities		313,968			1,263,705
Net Increase in Cash and Cash Equivalents		19,383			52,440
Cash and Cash Equivalents (Including Cash and Cash Equivalent of Casinos to be Transferred), Beginning of Period		42,783			34,208
Cash and Cash Equivalents (Including Cash and Cash Equivalent of Casinos to be Transferred), End of Period	$	62,166		$	86,648

The accompanying notes are an integral part of the condensed consolidated financial statements.

F-5

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements

Quarter and Six Months Ended June 30, 2007

(In thousands, except where noted otherwise)
(Unaudited)

1.   ORGANIZATION

General — Tropicana Entertainment, LLC (“Company” or “TE”), (formerly known as Wimar OpCo, LLC) is a leading gaming entertainment provider in the United States. On January 3, 2007, the Company acquired all of the outstanding equity of Aztar Corporation (“Aztar”) (Note 3). Concurrent with that acquisition, Tropicana Casinos and Resorts, Inc. (“TCR”) (formerly known as Wimar Tahoe Corporation), the Company’s ultimate parent, contributed substantially all of its gaming properties to the Company. As a result of these transactions, the Company now owns nine casino properties in seven gaming markets, including Las Vegas, Laughlin and South Lake Tahoe (Stateline), Nevada; Evansville, Indiana; Atlantic City, New Jersey; Baton Rouge, Louisiana; and Greenville, Mississippi.

The accompanying condensed consolidated financial statements as of and for the periods ended June 30, 2007 include the Company, its direct subsidiaries and CP Laughlin Realty, LLC (“Realty”), a variable interest entity of which the Company is the primary beneficiary in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities” (See Note 12). Realty is an affiliate of the Company due to control of Realty’s parent entity by the controlling shareholder of TCR. The carrying amount of the assets of Realty at June 30, 2007 was approximately $28,000.

The direct subsidiaries and operations of the Company include the following:

•  Aztar Corporation (“Aztar”), which owns and operates the Casino Aztar in Evansville, Indiana (“Evansville”), the Tropicana Hotel & Casino in Atlantic City (“Tropicana AC”), the Tropicana Express in Laughlin, Nevada (“Tropicana Express”), and the Tropicana Hotel & Casino in Las Vegas, Nevada (“Tropicana LV”),

•  Tropicana Finance Corporation (“Finance”), co-issuer of the senior secured notes,

•  Columbia Properties Laughlin, LLC (“Laughlin”), which operates the River Palms Hotel and Casino (“River Palms”) and owns the gaming assets related to this operation. Realty owns the non-gaming assets related to this operation,

•  79% ownership interest (84% economic interest) in Greenville Riverboat, LLC (“Greenville”), which owns and operates the Lighthouse Point Casino,

•  Tahoe Horizon, LLC (“Horizon”), which owns and operates the Horizon Casino & Resort located in Lake Tahoe, Nevada,

•  Columbia Properties Tahoe, LLC (“MontBleu”), which owns and operates the MontBleu Casino Resort located in Lake Tahoe, Nevada,

•  CP Baton Rouge Casino, LLC (“Baton Rouge”) and its subsidiaries, which own and operate the Belle of Baton Rouge and the Sheraton Baton Rouge, and

•  St. Louis Riverboat Entertainment, Inc, (“St. Louis”) which owns the vessel used by Greenville in the Lighthouse Point Casino operation.

The accompanying consolidated balance sheet as of December 31, 2006 and statement of income for the periods ended June 30, 2006, includes our predecessor, TCR, its direct subsidiaries and Realty. The direct subsidiaries of TCR as of December 31, 2006 and for the periods ended June 30, 2006 included all of

F-6

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

the direct subsidiaries of TE as noted above (with the exception of the Aztar Corporation subsidiaries acquired in January 2007) as well as the following subsidiaries which were not contributed to TE:

•  Belle of Orleans, LLC (“Orleans”), which owns and operates a riverboat casino in Amelia, Louisiana (formerly in New Orleans, Louisiana),

•  LV Casino, LLC, which operates the Casuarina Casino Las Vegas (“Las Vegas”) in space it leases in the Westin Casuarina Las Vegas Hotel & Spa from CP Las Vegas, LLC, an affiliated company, and

•  Tropicana Pennsylvania, LLC (“Trop PA”), which was acquired on December 12, 2006 from Aztar, and owns land in Allentown, Pennsylvania which is held for sale as of December 31, 2006.

Since the two casino operations (Orleans and Las Vegas) and Trop PA were not contributed to TE, the assets, liabilities and results of their operations have been presented as assets and liabilities of discontinued operations to be transferred in the accompanying consolidated balance sheet as of December 31, 2006 and as discontinued operations in the accompanying consolidated statements of income for the periods ended June 30, 2006. Cash flows of the discontinued operations have not been segregated from the cash flows of continuing operations on the accompanying consolidated statement of cash flows for the periods ended June 30, 2006.

As the net assets of the casinos that were transferred were not being sold by TCR (except for Trop PA), neither TCR nor TE received any cash proceeds and no gain or loss was recognized upon the retention of these operations by TCR in 2007. Except where specifically described as relating to Orleans, Las Vegas, Trop PA or discontinued operations, the amounts disclosed in the notes to the consolidated financial statements relative to the periods ending December 31, 2006 and June 30, 2006 relate to the direct subsidiaries and operations of TCR which were contributed to TE.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of management’s estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Amounts are presented in thousands of dollars unless indicated otherwise.

Principles of Consolidation — The accompanying interim condensed consolidated financial statements of the Company as of and for the periods ended June 30, 2007 include Laughlin, Greenville, Horizon, MontBleu, Baton Rouge, St. Louis, Finance, Realty and Aztar. The accompanying condensed consolidated financial statements as of December 31, 2006 and for the periods ended June 30, 2006 include Laughlin, Greenville, Horizon, MontBleu, Baton Rouge, St. Louis, Orleans, Las Vegas, Trop PA, and Realty. All intercompany balances and transactions have been eliminated in consolidation. Minority interest in the consolidated financial statements represents the minority equity ownership of Greenville and the non-controlling equity ownership of Realty. The minority interest of Greenville is allocated in accordance with the terms of the LLC agreement which is based upon an assumed liquidation of Greenville as of the end of the reporting periods. The non-controlling equity ownership of Realty is allocated 100% of the earnings of Realty.

The Company evaluates its operations under four reporting segments consisting of the Nevada Segment, the Mississippi River Basin Segment, the Las Vegas Segment and the New Jersey Segment.

F-7

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

For purposes of the following notes to the condensed consolidated financial statements, amounts presented as of and for the periods ended June 30, 2007 relate to the consolidated financial statements of the Company and amounts presented as of December 31, 2006 and for the periods ended June 30, 2006 relate to the consolidated financial statements of TCR. These consolidated financial statements do not include the operations of the Aztar properties for the periods January 1st — January 3rd 2007. Unless otherwise noted, the consolidated entity is referenced as the “Company” for comparative purposes.

Interim Unaudited Information — The accompanying interim financial statements as of June 30, 2007, and for the three and six month periods ended June 30, 2006 and 2007 and related disclosures in the accompanying notes have not been audited. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations and therefore do not include all information and notes necessary for the presentation of financial position, results of operations and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been included to present fairly, in all material respects, the financial position of the Company as of June 30, 2007 and the results of its operations and its cash flows for the three and six month periods ended June 30, 2006 and 2007. Operating results for the three month periods ended June 30, 2007 should be read in conjunction with the audited consolidated financial statements and the notes for the year ended December 31, 2006 of TCR.

Investments — The Casino Reinvestment Development Authority (“CRDA”) deposits are carried at cost less a valuation allowance because they are required to purchase CRDA bonds that carry below market interest rates unless alternative investments are approved. The valuation allowance is established by a charge to earnings at the time the obligation is incurred to make the deposit unless there is an agreement with the CRDA for a return of the deposit at full face value. If the CRDA deposits are used to purchase CRDA bonds, the valuation allowance is transferred to the bonds as a discount, which is amortized to interest income using the interest method. If the CRDA deposits are used to make other investments, the valuation allowance is transferred to those investments and remains a valuation allowance.

The CRDA bonds are classified as held-to-maturity securities and are carried at amortized cost less a valuation allowance.

Derivative Instruments — The Company’s risk management strategy includes the use of derivative instruments to reduce the effects on its operating results and cash flows from fluctuations caused by volatility in interest rates. The Company has entered into interest rate swap agreements to effectively fix the interest rates of a portion of its variable rate borrowings. In using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to counterparty credit risk.

All derivatives are recognized in the balance sheet at fair value. Fair values for the Company’s derivative financial instruments are based on quoted market prices of comparable instruments or, if none are available, on pricing models or formulas using current assumptions. On the date the derivative contract is entered into, the Company determines whether the derivative contract should be designated as a hedge. Currently, the Company has not designated any of its existing interest rate swap agreements as hedges and therefore, recognizes changes in the fair value of the derivatives in the statement of income as a component of interest expense.

Income Taxes — TE and TCR are pass through entities for federal and state income tax purposes, and therefore, elected to be treated as an S Corporation under Subchapter S of the Internal Revenue Code. As a pass through entity and as an S Corporation, the tax attributes of TE and TCR will pass through to its owners, who will then owe any related income taxes. Aztar, acquired January 3, 2007, and its direct subsidiaries were registered as C Corporations for federal and state income tax purposes until May 1, 2007 when they elected to be treated as S Corporations under subchapter S of the Internal Revenue Code. As C

F-8

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

Corporations, TE accounted for the provision of income taxes in accordance with the accrual methodology under FAS 109, Accounting for Income Taxes through April 30, 2007. As of this date, the deferred federal income tax assets and liabilities recorded in prior years in accordance with FAS 109 were written off and credited to income and as May 1, 2007 TE recorded a net income tax benefit of $384,767 in the statement of income. In addition, Aztar has a receivable of $20,514 related to refundable federal income taxes for C Corporation taxes prior to its S Corporation election.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), on January 1, 2007. The implementation of FIN 48 did not cause a change in the liability for unrecognized tax benefits. The amount of unrecognized tax benefits as of June 30, 2007 is $9.5 million, including any applicable interest and penalties. The increase in the unrecognized tax benefits of $5.9 million in the first six months of 2007 resulted in an increase to income tax expense of $5.9 million for the six months ending June 30, 2007.

Member’s Equity — Effective January 3, 2007, TCR contributed the various casino properties to the Company (described in Note 1). In addition to the Company’s beginning equity of $36,996 as of December 31, 2006, the Company recognized an increase in equity of $125,321 related to the contribution of these properties. Immediately subsequent to the Aztar acquisition, the Company transferred certain acquired entities to TCR, resulting in an equity reduction of $38,000. Additionally, TCR contributed $441,575 of cash to the Company used primarily for the Aztar acquisition. There were no other significant equity transactions during the periods ended June 30, 2007.

Contingencies — In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases and sales of casinos; (ii) leases of real estate; (iii) franchise license agreements; and (iv) certain lending agreements. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements; (ii) landlords in lease contracts; (iii) franchisors or licensors of hotel brands; and (iv) lenders under financing transactions. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement. There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under some of these guarantees, however, most purchase and sale agreements have stated maximum liabilities. The Company is unable to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords and franchisors against third party claims for the use of real estate property leased or the brands licensed by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

Recently Issued Accounting and Reporting Standards

Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”) — In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value in GAAP and expands disclosures about fair value measurements. This Statement will be effective for the Company beginning January 1, 2008. The Company has not yet determined the effect, if any, SFAS No. 157 will have on its consolidated financial statements.

F-9

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

3.   ACQUISITIONS

On January 3, 2007, the Company acquired all the outstanding capital stock of Aztar from its stockholders. Aztar owned and operated five casinos in five domestic gaming markets, including: Atlantic City, New Jersey and Las Vegas, Nevada under the Tropicana trade name along with, Laughlin, Nevada under the Ramada Express trade name (subsequently changed to Tropicana Express), Evansville, Indiana, and Caruthersville, Missouri under the Aztar trade name. The acquisition further expanded the Company’s casino and gaming market share and positions the Company to become a leading domestic casino operator based on total operating revenue. As a result of the acquisition, Aztar has become a wholly owned subsidiary of the Company. The Caruthersville, Missouri operation was not retained by the Company, and was simultaneously transferred at the closing to TCR. This distribution to TCR was recorded by the Company at $38,000, the estimated fair value of the operation at the time of the transfer on January 3, 2007.

The initial purchase price for 100% of the outstanding capital stock of Aztar was $2,117,051. Additionally, acquisition related closing expenses and other purchase consideration of approximately $198,782 were incurred. The total purchase price of $2,315,833 was paid in cash at closing. The acquisition was financed through a combination of a $960,000 aggregate principal amount of 95/8% Senior Subordinated Notes and Senior Secured Credit Facilities totaling $1,970,000 (which are more fully described in Note 7), capital contributions from TCR, the Company’s parent, and cash on hand. Proceeds in excess of the total Aztar purchase price paid were used by the Company to repay the existing indebtedness of Aztar, to repay the portion of TCR’s indebtedness it retained and to satisfy other commitments of the Company and its affiliates.

The initial purchase price for the Aztar acquisition was allocated as follows:

Cash and cash equivalents	$	121,690
Current Assets		72,944
Fixed assets		1,777,200
Investments		25,129
Intangible assets		448,809
Goodwill		972,243
Deferred tax assets		33,440
Other assets		79,576
Accrued expenses		(37,205	)
Long-term debt		(702,710	)
Deferred tax liabilities		(397,273	)
Other liabilities		(78,010	)
Net Assets Acquired	$	2,315,833

The above purchase price allocation is preliminary and is dependent on the completion of our analysis of the fair values of the assets acquired and liabilities assumed.

The intangible assets acquired, recognized at their fair values, consist of customer loyalty programs of $92,900 and gaming licenses of $164,009 at the various properties acquired and the Tropicana and Aztar trade names, $188,000 and $3,900, respectively. The fair values assigned to these intangible assets were based on a preliminary independent appraisal. The loyalty programs and Aztar trade name will be amortized over a twelve year and a 1.5 year periods, respectively, which represents the estimated remaining life of the

F-10

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

assets. The gaming licenses and the Tropicana trade name were determined to have indefinite lives and therefore, will not be amortized and will be subject to an annual impairment analysis.

Goodwill recognized under the agreement is not deductible for income tax purposes.

In connection with the acquisition, the Company entered into severance agreements with certain executives and other former employees of Aztar. The Company recognized the estimated fair value of the severance agreements as part of the purchase price allocation on January 3, 2007. The severance liability recognized was completely paid-out immediately following consummation of the acquisition and resulted in disbursements of $16,869.

The revenue of Aztar reflected in our consolidated statement of operations for the periods January 4 through June 30, 2007 was approximately $414,000.

Pro Forma Information — Pro forma results of operations for the three and six months ended June 30, 2006, as if the acquisition of Aztar had occurred as of January 1, 2006, is presented below. As the acquisition was completed on January 3, 2007, the statement of income for the periods ended June 30, 2007, include substantially all of the operations of the acquired entities. These pro forma results may not be indicative of the actual results that would have occurred under the Company’s ownership and management.

	Three Months			Six Months
	Ended June 30,			Ended June 30,
	2006			2006
Net operating revenue	$	290,884		$	590,978
Net loss		(13,766	)		(36,984	)

Immediately following the acquisition, the Aztar Missouri Riverboat Gaming Company, LLC (Caruthersville, MO property) and other former subsidiaries of Aztar were distributed to TCR. Effective at the time of the acquisition, Aztar Missouri Riverboat Gaming Company, LLC, was distributed to TCR and was no longer a subsidiary of the Company and is not a guarantor of the Notes. TCR subsequently sold its membership interest in Aztar Missouri Riverboat Gaming Company, L.L.C. for approximately $45,000 in June 2007.

On April 20, 2006, an affiliate of the Company entered into an agreement to acquire Casino Queen, which owns and operates a riverboat casino in East St. Louis, IL. In connection with this acquisition, a portion of the proceeds from the new Senior Secured Credit Facility were deposited into a segregated account. The acquisition agreement was terminated in March 2007 and therefore, $167,926, was repaid to the lender, in accordance with the terms of the Senior Secured Credit Facility (See Note 7).

F-11

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

4.   PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Audited			Unaudited
	December 31,			June 30,
	2006			2007
Buildings and improvements	$	168,192		$	1,042,669
Furniture, fixtures and equipment		77,014			120,572
Riverboats and barges		29,635			48,854
		274,841			1,212,095
Accumulated depreciation		(73,649	)		(110,003	)
Construction in progress		6,250			61,216
Land		18,796			821,162
Property and equipment, net	$	226,238		$	1,984,470

5.   GOODWILL AND INTANGIBLE ASSETS

As of December 31, 2006, TCR had recognized $16,802 of goodwill related to the 2005 acquisition of Baton Rouge. Goodwill increased $972,243 due to the Aztar acquisition during the six months ended June 30, 2007. The Company evaluates the fair value of recorded goodwill on an annual basis, or more frequently if indicators of impairment exist. As of June 30, 2007, no impairment charges have been recognized.

Intangible assets consist of the following:

	Audited			Unaudited
	December 31,			June 30,
	2006			2007
Amortizing intangibles:
Favorable leases (amortized over 25 to 77 years)	$	4,278		$	4,278
Customer Loyalty Programs (amortized over 12 years)		—			92,900
Aztar Trade name (amortized over 1.5 years)		—			3,900
Other		500			500
Accumulated amortization		(274	)		(5,083	)
Total amortizing intangible assets		4,504			96,495
Non-amortizing intangible assets:
Gaming licenses		46,946			210,955
Tropicana Trade name		—			188,000
Total intangibles assets	$	51,450		$	495,450

Amortization expense related to intangible assets was $76 and $4,809 for the six months ended June 30, 2006 and 2007, respectively.

F-12

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

The Company’s estimate of amortization expense related to amortizable intangible assets for the remainder of 2007 and the four years ending December 31, 2011 are as follows:

2007 (six months)	$	5,234
2008		9,167
2009		7,867
2010		7,867
2011		7,867
Thereafter		58,493
Total	$	96,495

6.   INVESTMENTS

Investments consist of the following (in thousands):

	Unaudited
	June 30,
	2007
CRDA deposits, net of a valuation allowance of $5,442	$	15,423
CRDA bonds, net of an unamortized discount of $5,219		6,399
CRDA other investments, net of a valuation allowance of $1,254		4,876
Total investments	$	26,698

The Company has a New Jersey investment obligation based upon its casino revenue generated from properties operating in New Jersey as part of the Aztar acquisition. The Company may satisfy this investment obligation by investing in qualified eligible direct investments, by making qualified contributions or by depositing funds with the CRDA. Deposits with the CRDA bear interest at money market rates. These deposits, under certain circumstances, may be donated to the CRDA in exchange for credits against future investment obligations. If not used for other purposes, the CRDA deposits are used to invest in bonds issued by the CRDA as they become available that bear interest at two-thirds of market rates. The CRDA bonds have various contractual maturities that range from 8 to 40 years. Actual maturities may differ from contractual maturities because of prepayment rights.

F-13

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

7.   LONG-TERM DEBT

Long-term debt consists of the following:

	Audited			Unaudited
	December 31,			June 30,
	2006			2007
Senior Subordinated Notes, due 2014	$	960,000		$	960,000
Senior Secured Term Loan, due 2012		—			1,340,239
Senior Secured Las Vegas Term Loan, due 2008		—			440,000
Credit Facility, Term Loan A, due 2010		96,879			—
Credit Facility, Term Loan B, due 2011		98,750			—
Other		346			1,550
Total debt		1,155,975			2,741,789
Less current portion		(2,295	)		(500	)
Total long-term debt	$	1,153,680		$	2,741,289

On December 28, 2006, the Company issued $960,000 of 9.625% Senior Subordinated Notes (the “Notes”) due December 15, 2014 to be used to partially finance the Aztar acquisition (see Note 3). At the time of issuance, the proceeds from the issuance were held in escrow by the Company pending the completion of the acquisition and the Company recognized the associated long-term debt obligation. At the time of the acquisition, the proceeds were released from escrow and utilized in the acquisition financing. Interest on the Notes is at 9.625% and is due semi-annually on June 15 and December 15, commencing June 15, 2007. No principal payments are due until maturity. Under certain circumstances the Notes can be redeemed prior to maturity with various redemption premiums depending on the conditions described in the agreements. The Notes are the Company’s unsecured senior subordinated obligations. The Notes are also guaranteed by certain of Company’s existing and future subsidiaries as well as by Realty and Columbia Properties Vicksburg, LLC (“Vicksburg”), each of which is an affiliate of the Company but not a direct subsidiary of the Company, and by JMBS Casino, LLC (“JMBS”), which is an affiliate of TCR’s owner and not a direct subsidiary of the Company. The Notes are not guaranteed by Tropicana Las Vegas (and its entities), a subsidiary of Aztar Corporation, and Greenville, however, Greenville is subject to the restrictive covenants of the Notes. The Note agreement restricts the Company’s and the guarantors ability to incur or guarantee additional indebtedness, to pay dividends, to sell or transfer assets, to make certain investments, to create or incur certain liens, to enter into merger, consolidation or sale transactions and to enter into transactions with affiliates that are not described in the agreements. The Company has agreed to file a registration statement with the SEC with respect to the Notes to allow the Notes to be publicly registered. The Company will pay additional interest on the Notes if it does not register the Notes. Upon a change in control of the Company, as defined in the Notes agreement, the holders of each Note has the right to require the Company to repurchase the Notes at 101.0% of the principal amount plus any accrued and unpaid interest to the date of purchase.

On January 3, 2007, the Company, in connection with the Aztar acquisition described in Note 3, entered into a Senior Credit Facility comprised of a $1,530,000 senior secured term loan (“Loan”) and a $180,000 senior secured revolving credit facility (“Revolver”). A total of $9.7 million of letters of credit have been issued by the Company under the Revolver and therefore, $170.3 million is available for future borrowing as of June 30, 2007. Interest on the Loan is at either a LIBOR Rate Option or an Alternative Rate Option, at the Company’s discretion (7.60% as of June 30, 2007). The Loan matures in January of 2012 and quarterly principal payments are scheduled to commence March 2011 after applying mandatory

F-14

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

and voluntary principal payments made in June 2007. The borrowings under the Senior Secured Credit Facility are guaranteed by the same guarantors as the Notes, security interests in all of the Company’s and the guarantors’ tangible and intangible assets, including a pledge of all equity interests in the Company and the guarantors; and a guarantee of Columbia Sussex Corporation (“CSC”), an affiliate of the Company, to the extent that the Revolver exceeds $100,000. The Senior Secured Credit Facility requires additional mandatory principal payments of excess cash flow, as defined in the agreement. Certain Loan proceeds were initially deposited in a segregated account equal to the then estimated purchase price for the Casino Queen. In accordance with the Loan agreement, $167,926 was repaid as of March 31, 2007 as the agreement to acquire the Casino Queen was terminated (See Note 3) and as provided for in the loan agreement this payment was applied to the first eight mandatory principal payments and ratably to the remaining payments.

On January 3, 2007, a subsidiary of the Company, which owns the Tropicana Las Vegas operations, entered into a Senior Secured Term Loan (the “Las Vegas Term Loan”) for $440,000. The Las Vegas Term Loan matures in July 2008, interest is due quarterly at either a LIBOR Rate option or an Alternative Rate Option, and is secured by a security interest in all the assets of the Tropicana Las Vegas operation and a guarantee of the Tropicana Las Vegas entities. On the closing date, the Company was required to deposit in an escrow account cash in an amount sufficient to pay all scheduled interest payments in respect of the Las Vegas Secured Loan for a one-year period. The amount held in escrow for interest payments on this loan was $33,698 at June 30, 2007. The interest rate on the Las Vegas Term Loan as of June 30, 2007 was 7.60%.

TCR’s obligations included its $200,000 Credit Facility (“Credit Facility”), which provided for a Term Loan A borrowing of $100,000 and a Term Loan B borrowing of $100,000, which were completely paid off on January 3, 2007. Interest under the Term Loan A was at the thirty day LIBOR rate plus a spread of between 1.75% and 2.75%, depending on the Company’s leverage ratio The Company elected the base rate option for the December 2006 period, (9.0% at December 31, 2006), and the LIBOR rate option for all prior periods. Interest under the Term Loan B was either based on the thirty day LIBOR rate or a base rate, at the Company’s option. The LIBOR rate option is based on the thirty day LIBOR rate plus 2.50%. The base rate option is the higher of the Federal Funds Rate plus one half of 1% or the Bank of America “prime rate”, plus 2.5%. The Company elected the base rate option for the December 2006 period, (10.75% at December 31, 2006), and the LIBOR rate option for all prior periods. On January 3, 2007, a portion of the financing proceeds used to complete the Aztar acquisition (See Note 3) were transferred to TCR to repay the portion of the TCR credit facility that it retained and related accrued interest.

The long-term debt agreements of the Company contain various covenants and restrictions including restrictions on additional borrowings, limits on capital expenditures, limits on the sale of assets and subsidiary stock, a maximum total leverage ratio requirement and a minimum fixed charge coverage ratio limit. As of December 31, 2006 and June 30, 2007, the Company was in compliance with these covenants.

Other long-term debt consists principally of equipment financing agreements that generally extend for periods up to three years.

8.   RELATED PARTY TRANSACTIONS

The Company is related by common ownership to CSC and its various subsidiaries and other affiliated companies discussed below. As of December 31, 2006 and June 30, 2007 the Company owed certain of these other affiliated companies, including its parent TCR, $9,651 and $13,607 respectively, and certain of these affiliated companies owed the Company $2,293 and $3,983, respectively.

F-15

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

TCR provides various services to the Company and its subsidiaries primarily under casino services agreements. These services are primarily related to casino operations, employment matters, staffing, payroll processing, marketing and advertising, casino layout, compliance, internal audit and purchasing of gaming related equipment and supplies. The operations of the Company are separate and apart from TCR. Any costs incurred by TCR for the benefit of or related to the Company’s operations are charged to the Company. TCR charges to the Company its allocated portion of the corporate overhead costs for these services based on the ratio of the Company’s net operating revenues to the total aggregate net operation revenue of all casino operations owned by TCR.

CSC provides various services to the Company and its subsidiaries primarily under administrative service agreements. These services are primarily related to accounting and administrative services in the areas of accounts payable, cash management, purchasing, tax and accounting. Also, the Company participates in general liability, workers compensation, property and health insurance programs arranged by CSC but for which the Company pays its related share of the cost. In addition, the Company and its subsidiaries, excluding the Aztar subsidiaries, have adopted CSC’s 401(k) pension plan. The operations of the Company are separate and apart from CSC. Any costs incurred by CSC for the benefit of or related to the Company’s operations (such as insurance) are charged to the Company. CSC Holdings, LLC, a subsidiary of CSC, loaned TCR a total of $350,152 in connection with the merger with Aztar Corporation and the related financing during 2006 and 2007(see Note 3). The loan was retained by TCR and was not contributed to the Company. Funds from these borrowings by TCR were used to partially fund equity contributions to the Company in 2006 and 2007.

Affiliate guarantors JMBS and Vicksburg loaned $4,000 and $3,000, respectively, to the Company in June 2007. The loans earn interest at the fixed rate of 12% and are due January 1, 2015.

9.   DISCONTINUED OPERATIONS

As described in Note 3, as of the effective date of the Aztar acquisition, the Company determined to transfer its acquired membership interests of Aztar Missouri Riverboat Gaming Company, L.L.C., which holds the Casino Aztar Caruthersville in Caruthersville, Missouri, to TCR. Effective at the time of the acquisition, Aztar Missouri Riverboat Gaming Company, L.L.C., was no longer a subsidiary of the Company and is not a guarantor of the Notes. TCR entered into an agreement in March 2007 to sell its membership interest in Aztar Missouri Riverboat Gaming Company, L.L.C. for $45,000 and the sale was completed on June 10, 2007.

As described in Note 1, as a result of TCR’s contribution of certain direct subsidiaries and operations to the Company, the entities not being transferred, Orleans, Las Vegas and Tropicana PA, have been presented as discontinued operations as of December 31, 2006 and for the period ended June 30, 2006.

F-16

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

The assets and liabilities of operations not transferred by TCR to the Company as of December 31, 2006 are as follows:

Cash	$	1,185
Amounts due from related parties		6,754
Other current assets		1,866
Current assets transferred	$	9,805
Property and equipment, net	$	31,682
Other assets		10,696
Long term assets transferred	$	42,378
Accounts payable and accrued expenses	$	1,907
Amounts due to related parties		5,005
Current liabilities transferred	$	6,912
Long term liabilities transferred	$	177

10.   DERIVATIVE FINANCIAL INSTRUMENTS

Interest rate swaps are used to hedge a proportion of total debt that is subject to variable interest rates. In January 2007, the Company entered into three interest rate swap agreements, which require the Company to pay an amount equal to a specific fixed rate of interest on a notional amount and to receive in return an amount equal to a variable rate of interest on the same notional amount. The notional amounts are not exchanged. No other cash payments are made unless the contract is terminated prior to its maturity, in which case the contract would likely be settled for an amount equal to its fair value.

The interest rate swaps are not designated as hedges; accordingly the change in fair value is recorded as a component of interest expense. Also net payments or receipts under the swap agreements are recorded as a component of interest expense. Two of the swap agreements are for an aggregate notional amount of $1,000,000 (“Loan Swaps”) and require the Company to make fixed payments of interest at 5.0%, and the Company receives interest at the 3 month LIBOR rate. The Loan Swaps terminate in January 2012. The third swap agreement is for a notional amount of $440,000 (“Las Vegas Swap”) and requires the Company to make fixed payments of interest at 5.1% and receive interest at the 3 month LIBOR rate. The Las Vegas Swap terminates in July 2008.

The fair value of the Loan Swaps and the Las Vegas Swap were assets of $14,260 and $862, respectively at June 30, 2007 are recorded in the consolidated balance sheet as Prepaid Expenses and Other Assets.

11.   SEGMENT INFORMATION

The Company reviews results of operations based on distinct geographic gaming market segments. The Company has aggregated certain of its properties in order to present its reportable segments. The Nevada segment includes Horizon, River Palms (which includes Realty’s operations), MontBleu, and Tropicana Express. The Mississippi River Basin segment includes Greenville (which includes St. Louis’ operations), Baton Rouge, and Evansville. The Tropicana LV and the Tropicana AC are reported as separate segments.

F-17

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

The Company’s chief operating decision maker uses segment adjusted EBITDA in assessing segment performance and deciding how to allocate resources. The Company’s segment information is as follows:

	Unaudited						Unaudited
	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2006			2007			2006			2007
Net Operating Revenues
Nevada segment:
Lake Tahoe Horizon	$	10,044		$	8,913		$	19,964		$	18,793
MontBleu		10,266			11,061			21,486			24,893
River Palms		12,861			13,006			28,221			27,189
Tropicana Express(b)		—			22,842			—			46,438
Total Nevada segment		33,171			55,822			69,671			117,313
Mississippi River Basin segment:
Lighthouse Point		6,966			7,128			15,395			15,511
Belle of Baton Rouge		28,821			25,019			62,716			53,519
Casino Aztar Evansville(b)		—			32,461			—			67,115
Total Mississippi River Basin segment		35,787			64,608			78,111			136,145
Tropicana Las Vegas Segment(b)		—			43,079			—			82,408
Tropicana Atlantic City Segment(b)		—			109,736			—			217,982
Corporate		—			6			—			208
Total consolidated net operating revenues	$	68,958		$	273,251		$	147,782		$	554,056
Segment Adjusted EBITDA(a) Nevada segment:
Lake Tahoe Horizon	$	1,947		$	855		$	3,906		$	2,747
MontBleu		(3,021	)		603			(2,975	)		2,492
River Palms		3,067			3,556			8,244			8,056
Tropicana Express(b)		—			8,156			—			16,565
Total Nevada segment		1,993			13,170			9,175			29,860
Mississippi River Basin segment:
Lighthouse Point		2,863			2,602			7,218			6,340
Belle of Baton Rouge		11,403			8,172			27,478			19,763
Casino Aztar Evansville(b)		—			7,630			—			16,600
Total Mississippi River Basin segment		14,266			18,404			34,696			42,703
Tropicana Las Vegas Segment(b)		—			12,520			—			23,753
Tropicana Atlantic City Segment(b)		—			31,616			—			60,435
Total Segment Adjusted EBITDA		16,259			75,710			43,871			156,751
Corporate		(801	)		(5,368	)		(1,265	)		(6,666	)
Total EBITDA		15,458			70,342			42,606			150,085
Adjustments to reconcile Segment Adjusted EBITDA to net income from continuing operations, before income tax benefit:
Depreciation and amortization		(2,845	)		(25,816	)		(6,415	)		(43,353	)
Interest income		679			1,755			886			6,483
Interest expense		(4,403	)		(45,874	)		(8,010	)		(114,078	)

F-18

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

	Unaudited						Unaudited
	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2006			2007			2006			2007
Construction accident insurance recoveries, net		—			15,463			—			14,075
Loss from early extinguishment of debt		—			—			—			(2,799	)
Write-offs of fixed assets and deposits		(979	)		(263	)		(979	)		(263	)
Minority interest in net income of consolidated subsidiaries		(1,273	)		(1,383	)		(1,750	)		(2,317	)
Income from continuing operations, before income tax benefit	$	6,637		$	14,224		$	26,338		$	7,833

(a) Segment Adjusted EBITDA is net income before interest expense, interest income, depreciation, amortization, corporate expenses, write offs of fixed assets and deposits related to abandoned acquisition and minority interest in net income of consolidated subsidiaries. Segment Adjusted EBITDA should not be construed as a substitute for either operating income or net income as they are determined in accordance with generally accepted accounting principles (GAAP). The Company uses Segment Adjusted EBITDA as a measure to compare operating results between segments and accounting periods. The Company manages cash and finances its operations at the corporate level. The Company manages the allocation of capital among segments at the corporate level. The Company accordingly believes Segment Adjusted EBITDA is useful as a measure of operating results at the segment level because it reflects the results of operating decisions at the segment level separated from the effects of financing decisions that are managed at the corporate level. The Company also uses Segment Adjusted EBITDA as an important operating performance measure in its bonus programs for managers and executive officers. The Company also believes that Segment Adjusted EBITDA is a commonly used measure of operating performance in the gaming industry and is an important basis for the valuation of gaming companies. The Company’s calculation of Segment Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and, therefore, any such differences must be considered when comparing performance among different companies. While the Company believes Segment Adjusted EBITDA provides a useful perspective for some purposes, Segment Adjusted EBITDA has material limitations as an analytical tool. For example, among other things, although depreciation, amortization and write off of fixed assets and deposits related to abandoned acquisition are non-cash charges, the assets being depreciated, amortized and written off may have to be replaced in the future, and Segment Adjusted EBITDA does not reflect the requirements for such replacements. Interest expense, interest income, and minority interest in net income of consolidated subsidiary are also not reflected in Segment Adjusted EBITDA. Therefore, the Company does not consider Segment Adjusted EBITDA in isolation, and it should not be considered as a substitute for measures determined in accordance with GAAP. A reconciliation of Segment Adjusted EBITDA with operating income and net income as determined in accordance with GAAP is reflected in the above summary

F-19

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

(b) Reflects results since January 3, 2007, the date of acquisition, and therefore excludes three days of the Quarter.

	Audited		Unaudited
	December 31,		June 30,
	2006		2007
Total Assets by Segment:
Nevada	$	180,641	$	518,846
Mississippi River Basin		168,349		653,191
Las Vegas		—		989,064
Atlantic City		—		1,417,717
Corporate		1,385,101		272,721
Total assets	$	1,734,091	$	3,851,539

12.   ACCOUNTING FOR THE IMPACT OF THE OCTOBER 30, 2003 CONSTRUCTION ACCIDENT — TROPICANA, ATLANTIC CITY

An accident occurred on the site of the construction of the expansion of the Atlantic City Tropicana in October 2003, prior to the Aztar acquisition. The accident resulted in a loss of life and serious injuries, as well as extensive damage to the facilities under construction. Construction on the expansion project was substantially completed by December 30, 2004. The expansion included 502 additional hotel rooms, 20,000 square feet of meeting space, 2,400 parking spaces, and “The Quarter at Tropicana”, a 200,000- square-foot dining, entertainment, and retail center.

Insurance claims for business interruption that occurred from the date of the accident through December 31, 2005 were filed with Aztar’s insurers in the amount of approximately $52,100, of which $3,500 had been received by Aztar, prior to January 3, 2007. In addition, Aztar has filed insurance claims for lost profits and additional costs as a result of the delay in the opening of the expansion. The total of these claims is approximately $64,600, of which $22,116 had been received by Aztar, prior to January 3, 2007. Aztar has also filed insurance claims of approximately $9,000, for other costs it has incurred that are related to the construction accident, of which $1,500 has been received prior to January 3, 2007. The Company acquired all of the outstanding stock of Aztar on January 3, 2007, and therefore will continue to pursue resolution of and will be the beneficiary of any future recoveries under these claims. Profit recovery from insurance will be recorded when the amount of recovery, which may be different from the amount claimed, is agreed to by the insurers.

In April 2007, the Company and its insurance carriers reached a settlement agreement regarding all outstanding claims for dismantlement, debris removal and rebuild claims. As a result of the settlement, the Company received net proceeds of $18,300 and recorded a gain on the settlement during the quarter ended June 30, 2007 of $16,700. The Company also incurred expenses related to this settlement of $2,600 during the period from January 3, 2007 to June 30, 2007.

Also in April 2007, the Company was a party to a settlement agreement that fully resolved all liability claims that arose from the construction accident. The claims were satisfied in full within the policy limits of the Company’s insurance programs and will have no material effect on the Company’s financial condition.

F-20

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

13.   SUMMARY FINANCIAL INFORMATION

The following information sets forth the condensed consolidating summary financial information of the parent and guarantors, which guarantee the $960 million 95/8% Senior Subordinate Notes due 2014, and the non-guarantor. The guarantors are wholly owned and the guarantees are full, unconditional, joint and several.

	Tropicana Entertainment
				Guarantor		Non-Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	As of June 30, 2007
Current Assets:
Cash and cash equivalents	$	6,202		$	59,818	$	20,628		$	—		$	86,648
Other current assets		34,941			48,597		11,976			—			95,514
Total current assets		41,143			108,415		32,604			—			182,162
Restricted Cash		—			—		33,698			—			33,698
Property and Equipment — Net		—			1,246,958		737,512			—			1,984,470
Investments		5,495,061			26,698		—			(5,495,061	)		26,698
Goodwill		(29,965	)		826,752		192,258			—			989,045
Intangible Assets — Net		189,168			305,302		980			—			495,450
Deferred Charges and Other Assets — Net		73,377			63,171		3,643			(175	)		140,016
Total Assets	$	5,768,784		$	2,577,296	$	1,000,695		$	(5,495,236	)	$	3,851,539
Current Liabilities:
Current portion, long-term debt	$	—		$	30	$	470		$	—		$	500
Accounts payable		242			34,418		13,809			—			48,469
Other current liabilities		85,497			297,284		(310,942	)		—			71,839
Total current liabilities		85,739			331,732		(296,663	)		—			120,808
Long-Term Debt		2,300,239			256		440,794			—			2,741,289
Other Long-Term Liabilities		17,403			284		—			(175	)		17,512
Total liabilities		2,403,381			332,272		144,131			(175	)		2,879,609
Minority Interest in Consolidated Subsidiaries		11,553			—		—			—			11,553
Member’s equity		3,353,850			2,245,024		856,564			(5,495,061	)		960,377
Total Liabilities and Member’s Equity	$	5,768,784		$	2,577,296	$	1,000,695		$	(5,495,236	)	$	3,851,539

F-21

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

	Tropicana Casinos and Resorts (Predecessor)
								Non-
				TE		Guarantor		Guarantor					TE		TCR			TCR
	TCR			Parent		Subsidiaries		Subsidiary		Eliminations			Total		Eliminations			Total
	As of December 31, 2006
Current Assets:
Cash and cash equivalents	$	—		$	166	$	29,112	$	3,745	$	—		$	33,023	$	—		$	33,023
Other current assets		9,805			543		15,645		511		—			16,699		—			26,504
Total current assets		9,805			709		44,757		4,256		—			49,722		—			59,527
Property and Equipment — net		—			—		222,640		3,598		—			226,238		—			226,238
Deposits and Costs for Pending Acquisitions		—			977,967		332,059		—		—			1,310,026		—			1,310,026
Investments		126,137			—		—		—		—			—		(126,137	)		—
Goodwill		—			—		16,802		—		—			16,802		—			16,802
Intangible Assets — net		—			—		51,450		—		—			51,450		—			51,450
Deferred Charges and Other Assets — net		—			22,183		5,481		181		—			27,670		—			27,670
Discontinued Operations — Long-Term Assets of Casinos to be Transferred		42,378			—		—		—		—			—		—			42,378
Total Assets	$	178,320		$	1,000,859	$	673,189	$	8,035	$	(175	)	$	1,681,908	$	(126,137	)	$	1,734,091
Current Liabilities:
Current portion, long-term debt	$	—		$	—	$	2,295	$	—	$	—		$	2,295	$	—		$	2,295
Accounts payable		—			2,684		11,470		595		—			14,749		—			14,749
Other current liabilities and Discontinued operations	$	6,912			1,179		27,288		1,707		—			30,174		—			37,086
Total current liabilities		6,912			3,863		41,053		2,302		—			47,218		—			54,130
Long-Term Debt		25,494			960,000		168,186		—		—			1,128,186		—			1,153,680
Related Party Note Payable		369,083			—				—		—			—		—			369,083
Other Long-Term Liabilities and Discontinued Operations		177			—		412		—		(175	)		237		—			414
Total liabilities		401,666			963,863		209,651		2,302		(175	)		1,175,641		—			1,577,307
Minority Interest in Consolidated Subsidiaries		9,853			—		—		—		—			—		—			9,853
Stockholder’s Equity		(233,199	)		36,996		463,538		5,733		—			506,267		(126,137	)		146,931
Total Liabilities and Stockholder’s Equity	$	178,320		$	1,000,859	$	673,189	$	8,035	$		(175)	$	1,681,908	$	(126,137	)	$	1,734,091

F-22

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

	Tropicana Entertainment
							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	For the six months ended June 30, 2007
Operating Revenues:
Casino	$	—		$	394,881		$	48,536		$	—		$	443,417
Rooms		—			66,096			31,638			—			97,734
Food and beverage		—			66,821			13,847			—			80,668
Other casino and hotel		208			22,502			12,044			(472	)		34,282
Total operating revenues		208			550,300			106,065			(472	)		656,101
Less promotional allowances		—			(93,899	)		(8,146	)		—			(102,045	)
Net operating revenues		208			456,401			97,919			(472	)		554,056
Operating Expenses:
Casino		—			51,205			10,229			—			61,434
Rooms		—			29,409			11,454			—			40,863
Food and beverage		—			53,343			14,055			—			67,398
Other casino and hotel		—			8,082			5,891			—			13,973
Utilities		—			13,709			3,236			—			16,945
Marketing, advertising and casino promotions		—			42,768			2,576			—			45,344
Repairs and maintenance		—			9,983			2,472			—			12,455
Insurance		(3	)		6,931			1,245			—			8,173
Property and local taxes		—			15,743			1,199			—			16,942
Gaming taxes and licenses		—			53,581			5,186			—			58,767
Administrative and general		6,750			35,122			9,262			—			51,134
Leased land and facilities		127			9,867			1,021			(472	)		10,543
Construction accident insurance recoveries, net		—			(14,075	)		—			—			(14,075	)
Loss on disposal of assets		176			87			—			—			263
Depreciation and amortization		4,784			37,682			887			—			43,353
Total operating expenses		11,834			353,437			68,713			(472	)		433,512
Income (Loss) from Operations		(11,626	)		102,964			29,206			—			120,544
Other Income (Expense):
Interest income		4,215			1,220			1,048			—			6,483
Interest expense		(90,915	)		(190	)		(22,973	)		—			(114,078	)
Loss from early extinguishment of debt		—			(2,799	)		—			—			(2,799	)
Total other expense		(86,700	)		(1,769	)		(21,925	)		—			(110,394	)
Income (Loss) before Minority Interest and Income Tax Benefit		(98,326	)		101,195			7,281			—			10,150
Minority Interest in Net Income of Consolidated Subsidiaries		—			(1,372	)		(945	)		—			(2,317	)
Income (Loss) from Continuing Operations, before income tax benefit		(98,326	)		99,823			6,336			—			7,833
Income tax benefit		384,767			—			—			—			384,767
Net Income	$	286,441		$	99,823		$	6,336		$	—		$	392,600

F-23

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

	Tropicana Casinos and Resorts (Predecessor)
									Non-
						Guarantor			Guarantor			TE			TE
	TCR			Parent		Subsidiaries			Subsidiaries			Eliminations			Total			Eliminations		Consolidated
	For the six months ended June 30, 2006
Operating Revenues:
Casino	$	—		$	—	$	107,070		$	17,852		$	—		$	124,922		$	—	$	124,922
Rooms		—			—		19,455			1			—			19,456			—		19,456
Food and beverage		—			—		19,845			557			—			20,402			—		20,402
Other casino and hotel		—			—		5,905			4			(472	)		5,437			—		5,437
Total operating revenues		—			—		152,275			18,414			(472	)		170,217			—		170,217
Less promotional allowances		—			—		(19,279	)		(3,156	)		—			(22,435	)		—		(22,435	)
Net operating revenues		—			—		132,996			15,258			(472	)		147,782			—		147,782
Operating Expenses:
Casino		—			—		17,591			2,606			—			20,197			—		20,197
Rooms		—			—		8,686			—			—			8,686			—		8,686
Food and beverage		—			—		16,459			459			—			16,918			—		16,918
Other casino and hotel		—			—		1,822			2			—			1,824			—		1,824
Utilities		—			—		5,124			191			—			5,315			—		5,315
Marketing, advertising and casino promotions		—			—		6,987			480			—			7,467			—		7,467
Repairs and maintenance		—			—		3,900			262			—			4,162			—		4,162
Insurance		—			—		1,882			291			—			2,173			—		2,173
Property and local taxes		—			—		1,591			167			—			1,758			—		1,758
Gaming taxes and licenses		—			—		19,251			2,199			—			21,450			—		21,450
Administrative and general		—			—		8,695			984			—			9,679			—		9,679
Leased land and facilities		—			—		5,030			989			(472	)		5,547			—		5,547
Loss on disposal of assets		—			—		979			—			—			979			—		979
Depreciation and amortization		—			—		5,817			598			—			6,415			—		6,415
Total operating expenses		—			—		103,814			9,228			(472	)		112,570			—		112,570
Income from Operations		—			—		29,182			6,030			—			35,212			—		35,212
Other Income (Expense):
Interest income		863			—		2			21			—			23			—		886
Interest expense		(3,768	)		—		(4,242	)		—			—			(4,242	)		—		(8,010	)
Total other expense		(2,905	)		—		(4,240	)		21			—			(4,219	)		—		(7,124	)
Income before Minority Interest		(2,905	)		—		24,942			6,051			—			30,993			—		28,088
Minority Interest in Net Income of Consolidated Subsidiaries		(1,750	)		—		—			—			—			—			—		(1,750	)
Income from Continuing Operations		(4,655	)		—		24,942			6,051			—			30,993			—		26,338
Discontinued Operations, Casinos to be Transferred		(2,097	)		—		—			—			—			—			—		(2,097	)
Net Income (Loss)	$	(6,752	)	$	—	$	24,942		$	6,051		$	—		$	30,993		$	—	$	24,241

F-24

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

	Tropicana Entertainment
							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	For the six months ended June 30, 2007
Cash Flows from Operating Activities	$	(115,743	)	$	142,171		$	18,960		$	176		$	45,564
Cash Flows from Investing Activities:
Additions to property and equipment		—			(29,169	)		(12,297	)		—			(41,466	)
Acquisition of casino, net of cash acquired		852,217			(2,140,140	)		(906,220	)		—			(2,194,143	)
Other cash flows from investing activities		(1,679,900	)		(28,136	)		(298	)		2,687,114			978,780
Net cash used in investing activities		(827,683	)		(2,197,445	)		(918,815	)		2,687,114			(1,256,829	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		1,530,000			—			440,000			—			1,970,000
Payment of financing costs		(56,205	)		—			(8,171	)		—			(64,376	)
Other cash flows from financing activities		(550,935	)		2,128,041			468,265			(2,687,290	)		(641,919	)
Net cash provided by financing activities		922,860			2,128,041			900,094			(2,687,290	)		1,263,705
Net Increase (Decrease) in Cash and Cash Equivalents		(20,566	)		72,767			239			—			52,440
Cash and Cash Equivalents (Including Cash and Cash Equivalent of Casinos to be Transferred), Beginning of Period		26,768			(12,949	)		20,389			—			34,208
Cash and Cash Equivalents, End of Period	$	6,202		$	59,818		$	20,628		$	—		$	86,648

F-25

TROPICANA ENTERTAINMENT, LLC

Notes to Condensed Consolidated Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

	Tropicana Casinos and Resorts (Predecessor)
										Non-
							Guarantor			Guarantor					TE
	TCR			Parent			Subsidiaries			Subsidiaries			Eliminations		Total			Eliminations			Consolidated
	For the six months ended June 30, 2006
Cash Flows from Operating Activities	$	1,821		$	5		$	31,935		$	6,215		$	—	$	38,155		$	—		$	39,976
Cash Flows from Investing Activities:
Additions to property and equipment		(671	)		—			(20,320	)		(83	)		—		(20,403	)		—			(21,074	)
Deposits and costs related to pending acquisition		(313,487	)																			(313,487	)
Other cash flows from investing		(21,280	)		—			(1	)		1			—		—			21,280			—
Net cash used in investing activities		(335,438	)		—			(20,321	)		(82	)		—		(20,403	)		21,280			(334,561	)
Cash Flows from Financing Activities:
Payments on long-term debt		—			(2,371	)		(500	)		—			—		(2,871	)		—			(2,871	)
Payment of financing costs		(115	)		(227	)		(184	)		2			—		(409	)		—			(524	)
Other cash flows from financing activities		333,262			2,593			7,447			(4,659	)		—		5,381			(21,280	)		317,363
Net cash used in by financing activities		333,147			(5	)		6,763			(4,657	)		—		2,101			(21,280	)		313,968
Net Increase (Decrease) in Cash and Cash Equivalents		(470	)		—			18,377			1,476			—		19,853			—			19,383
Cash and Cash Equivalents (Including Cash and Cash Equivalent of Casinos to be Transferred), Beginning of Period		1,550			—			36,889			4,344			—		41,233			—			42,783
Cash and Cash Equivalents (Including Cash and Cash Equivalent of Casinos to be Transferred), End of Period	$	1,080		$	—		$	55,266		$	5,820		$	—	$	61,086		$	—		$	62,166

F-26

Report of Independent Registered Public Accounting Firm

To the Stockholder of
Tropicana Casinos and Resorts, Inc.

We have audited the accompanying consolidated balance sheets of Tropicana Casinos and Resorts, Inc. (f/k/a Wimar Tahoe Corporation) and Subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tropicana Casinos and Resorts, Inc. and Subsidiaries at December 31, 2006 and 2005, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

/s/  Ernst & Young LLP

Cincinnati, Ohio

April 20, 2007

F-27

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands)

	As of December 31,
	2005		2006
Current Assets:
Cash and cash equivalents	$	41,233	$	33,023
Accounts receivable — net of allowance for doubtful accounts		4,422		3,958
Amounts due from related parties		94		2,293
Amounts due from casinos to be transferred		3,033		3,635
Inventories		1,216		1,596
Prepaid expenses and other assets		3,821		5,217
Discontinued operations — current assets of casinos to be transferred, including cash and cash equivalents of $1,550 and $1,185 for the periods ended 2005 and 2006, respectively		1,885		9,805
Total current assets		55,704		59,527
Property and equipment — net		205,285		226,238
Deposits and costs for pending acquisitions		—		1,310,026
Goodwill		27,142		16,802
Intangible assets — net		41,841		51,450
Deferred charges and other assets — net		6,269		27,670
Discontinued operations — long-term assets of casinos to be transferred		32,027		42,378
Total assets	$	368,268	$	1,734,091
Current Liabilities:
Current portion, long-term debt	$	3,871	$	2,295
Accounts payable		10,975		14,749
Amounts due to related parties		1,099		9,651
Amounts payable to casinos to be transferred		—		2,325
Accrued expenses and other liabilities		17,580		18,198
Discontinued operations — current liabilities of casinos to be transferred		5,287		6,912
Total current liabilities		38,812		54,130
Long-term debt		195,629		1,153,680
Related party note payable and accrued interest		—		369,083
Other long-term liabilities		521		237
Discontinued operations — other liabilities of casinos to be transferred		251		177
Total liabilities		235,213		1,577,307
Minority interest in consolidated subsidiaries		13,038		9,853
Stockholder’s Equity
Common stock		1		1
Paid in capital		76,280		76,280
Retained earnings		43,736		70,650
Total stockholder’s equity		120,017		146,931
Total liabilities and stockholder’s equity	$	368,268	$	1,734,091

The accompanying notes are an integral part of the consolidated financial statements.

F-28

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(In thousands)

	For the Years Ended December 31,
	2004			2005			2006
Operating Revenues:
Casino	$	100,240		$	150,040		$	239,490
Rooms		18,032			28,381			39,731
Food and beverage		21,829			30,032			41,983
Other casino and hotel		5,845			8,373			12,323
Total operating revenues		145,946			216,826			333,527
Less promotional allowances		(24,029	)		(30,184	)		(44,664	)
Net operating revenues		121,917			186,642			288,863
Operating Expenses:
Casino		19,822			27,658			40,482
Rooms		8,257			12,830			17,647
Food and beverage		17,829			25,962			34,579
Other casino and hotel		714			1,516			4,141
Utilities		4,721			7,008			10,074
Marketing, advertising and casino promotions		7,616			9,654			15,513
Repairs and maintenance		3,776			5,794			8,322
Insurance		1,710			2,211			2,908
Property and local taxes		1,267			1,958			3,824
Gaming taxes and licenses		10,369			18,788			39,869
Casino and hotel administrative and general		6,749			10,014			16,184
Corporate overhead		2,282			3,585			5,350
Leased land and facilities		4,653			7,559			10,771
Depreciation and amortization		6,615			9,646			18,033
Write off of fixed assets, deposits and other costs related to abandoned acquisition		79			2,742			2,588
Total operating expenses		96,459			146,925			230,285
Income from operations		25,458			39,717			58,578
Other Income (Expense):
Interest income		113			482			8,918
Interest expense		(909	)		(5,993	)		(35,563	)
Total other expense		(796	)		(5,511	)		(26,645	)
Income before minority interest		24,662			34,206			31,933
Minority interest in net income of consolidated subsidiaries		(3,873	)		(3,433	)		(3,224	)
Income from continuing operations		20,789			30,773			28,709
Discontinued operations, casinos to be transferred		(2,869	)		(8,929	)		4,705
Net income	$	17,920		$	21,844		$	33,414

The accompanying notes are an integral part of the consolidated financial statements.

F-29

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY
(In thousands)

	Common		Paid in		Retained
	Stock		Capital		Earnings			Total
Balance at January 1, 2004	$	1	$	41,280	$	12,372		$	53,653
Net income for the year 2004		—		—		17,920			17,920
Balance at December 31, 2004		1		41,280		30,292			71,573
Contributions from stockholder in 2005		—		35,000		—			35,000
Distribution to stockholder in 2005		—		—		(8,400	)		(8,400	)
Net income for the year 2005		—		—		21,844			21,844
Balance at December 31, 2005		1		76,280		43,736			120,017
Distribution to stockholder in 2006		—		—		(6,500	)		(6,500	)
Net income for the year 2006		—		—		33,414			33,414
Balance at December 31, 2006	$	1	$	76,280	$	70,650		$	146,931

The accompanying notes are an integral part of the consolidated financial statements.

F-30

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Years Ended December 31,
	2004			2005			2006
Cash Flows from Operating Activities:
Net income	$	17,920		$	21,844		$	33,414
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,435			10,724			18,978
Non-cash portion of casualty loss — hurricane		—			2,201			7,721
Insurance proceeds for property and equipment		—			—			(13,626	)
Amortization of loan costs and other					604			325
Increase in accrued interest on related party note payable		—			—			18,931
Increase (decrease) in deferred rent		213			38			(37	)
Write off of property and equipment		79			821			4,207
Write off of deposits and other costs related to abandoned acquisition		—			2,014			4,000
Minority interest in net income of consolidated subsidiary		3,873			3,433			3,224
Changes in current assets and current liabilities, net of effects from purchase of hotels and casinos:
Accounts receivable		(44	)		(2,951	)		(978	)
Inventories, prepaids and other assets		205			65			(4,011	)
Accounts payable, accrued expenses and other liabilities		(6,509	)		7,740			4,648
Net cash provided by operating activities		23,172			46,533			76,796
Cash Flows from Investing Activities:
Additions to property and equipment		(13,461	)		(24,213	)		(63,781	)
Insurance proceeds for property and equipment		—			—			13,626
Deposits and other costs related to pending acquisitions		(6,601	)		(833	)		(1,310,896	)
Acquisition of casinos, net of cash acquired		—			(203,956	)		—
Other		31			(231	)		(77	)
Net cash used in investing activities		(20,031	)		(229,233	)		(1,361,128	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		—			200,000			960,000
Payments on debt		(2,750	)		(20,450	)		(3,525	)
Financing costs		—			(6,274	)		(21,093	)
Advances from related parties		1,512			494			3,129
Proceeds from related party note payable		—			—			350,152
Contribution by stockholder		—			35,000			—
Distribution to stockholder		—			(8,400	)		(6,500	)
Contributions by minority interest holders		3,926			—			—
Distribution to minority interest holders		(2,014	)		(2,076	)		(6,407	)
Net cash provided by financing activities		674			198,294			1,275,756
Net Increase (Decrease) in Cash and Cash Equivalents		3,815			15,594			(8,576	)
Cash and Cash Equivalents (Including Cash and Cash Equivalent of Casinos to be Transferred), Beginning of Period		23,374			27,189			42,783
Cash and Cash Equivalents (Including Cash and Cash Equivalent of Casinos to be Transferred), End of Period	$	27,189		$	42,783		$	34,207
Supplemental Disclosure — Cash Paid for Interest	$	914		$	5,440		$	13,747

The accompanying notes are an integral part of the consolidated financial statements.

F-31

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended December 31, 2004, 2005 and 2006

(In thousands, except where noted otherwise)

1.   ORGANIZATION

The accompanying consolidated financial statements include Tropicana Casinos and Resorts, Inc. (fka Wimar Tahoe Corporation) (“TCR” or “the Company”), its direct subsidiaries and CP Laughlin Realty, LLC (“Realty”), a variable interest entity of which TCR is the primary beneficiary in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities” (See Note 11). Realty is an affiliate of TCR due to control of Realty’s parent entity by the controlling shareholder of TCR. TCR and Realty are co-borrowers under a credit facility described in Note 7 and certain of TCR’s direct subsidiaries and Realty became guarantors under a new Senior Credit Facility described in Note 14, which was used to partially finance the acquisition of Aztar Corporation (“Aztar”) by Tropicana Entertainment, LLC (fka Wimar OpCo, LLC) (“TE”) (a newly formed subsidiary of TCR) as further described in Note 14. The direct subsidiaries and operations of TCR, which were contributed to TE in January 2007, include the following:

•  Columbia Properties Laughlin, LLC (Laughlin), which operates the River Palms Hotel and Casino and owns the gaming assets related to this operation.

•  TCR’s 79% ownership interest (84% economic interest) in Greenville Riverboat, LLC (Greenville), which owns and operates the Lighthouse Point Casino.

•  St. Louis Riverboat Entertainment, Inc. (SLRE), which owns the vessel used by Greenville.

•  The Lake Tahoe Horizon Casino Resort (Horizon), a facility owned directly by TCR.

•  Columbia Properties Tahoe, LLC (MontBleu), which owns and operates the MontBleu Casino Resort (see Note 2).

•  CP Baton Rouge Casino, LLC (Baton Rouge) and its subsidiaries, which own and operate the Belle of Baton Rouge casino and the Sheraton Baton Rouge hotel (see Note 2).

TCR’s other operations which were not contributed to TE include the Belle of Orleans, LLC (“Orleans”), which owned and operated a riverboat casino in New Orleans, LA (see below), the Casuarina Casino Las Vegas (Las Vegas), which leases space in the Westin Casuarina Las Vegas Hotel & Spa from CP Las Vegas, LLC, an affiliated company, and Tropicana Pennsylvania, LLC (“Trop PA”), which owns land in Allentown, PA that is held for sale (see Note 2). Since the two casino operations and Trop PA were not contributed to TE, the assets, liabilities and results of their operations have been presented as assets and liabilities of discontinued operations to be transferred in the accompanying consolidated balance sheet and as discontinued operations in the accompanying consolidated statements of income. Cash flows of the discontinued operations have not been segregated from the cash flows of continuing operations on the accompanying consolidated statement of cash flows. As the net assets of the casinos to be transferred were not being sold by TCR, neither TCR nor TE received any cash proceeds and no gain or loss will be recognized upon the retention of these operations by TCR. The net assets of Trop PA are approximately $3 million and are expected to be sold by TCR. Except where specifically described as relating to Orleans, Las Vegas, Trop PA or discontinued operations, the amounts disclosed in the notes to the consolidated financial statements relate to the direct subsidiaries and operations of TCR which were contributed to TE.

2.   ACQUISITIONS

On May 19, 2006, affiliates of the Company entered into an agreement to acquire all of the outstanding capital stock of Aztar for approximately $2.106 billion in order to expand its gaming operations into new markets and to take advantage of development opportunities in Las Vegas. The agreement was

F-32

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

assigned to subsidiaries of the Company during 2006. The Company entered into subordinated promissory notes payable which totaled $350.2 million as of December 31, 2006 with CSC Holdings, LLC (“Holdings”), an affiliate of TCR due to control of Holdings’ parent entity by the controlling shareholder of TCR, to fund deposits and other costs related to the Aztar merger in 2006 (see Note 8 for a description of the terms of these notes). Also included in deposits and costs of pending acquisition, in the accompanying balance sheet, are the proceeds from the issuance of bonds of $960,000 plus additional equity contributed of interest reserve, (see Note 7), totaling $977,967 including interest, that were escrowed pending the closing of the merger. Aztar, prior to the merger, owned and operated five casinos, located in Atlantic City, NJ; Las Vegas, NV; Laughlin, NV; Evansville, IN; and Caruthersville, MO. The Company entered into a contract to sell the Caruthersville, MO operation on March 16, 2007 for $45,000. The Company is selling this casino because it had no plans to become licensed to operate a gaming operation in Missouri. Aztar, the Company and the Missouri Gaming Commission entered into an agreement to allow the Company to operate the Caruthersville casino after the merger for a period of up to nine months to allow the Company to complete the sale. During this period the Missouri Gaming Commission appointed a supervisor to oversee the Company’s operation of the casino pending its sale (see Note 14-Subsequent Events).

The following is a summary of the assets to be acquired and the liabilities to be assumed in the Aztar acquisition based on preliminary estimated information provided by an independent appraiser:

Casino bankroll	$	121,416
Other current assets		75,024
Property and equipment		1,777,300
Goodwill		617,139
Intangibles		453,100
Other assets		83,906
Liabilities assumed		(833,306	)
Total	$	2,294,579

On December 12, 2006, the Company acquired Trop PA from Aztar for $6.9 million. Trop PA had applied for a Category 2 gaming license with the Pennsylvania Gaming Control Board. On December 20, 2006, the Pennsylvania Gaming Control Board did not award one of the five available sites for a Category 2 gaming license to Trop PA. Accordingly, the Company has written off costs totaling $4.0 million which had been capitalized related to this project. In addition, the Company adjusted the carrying value of the Trop PA land it acquired in Allentown, Pennsylvania for this project to its estimated fair market value which resulted in a charge of $1.5 million during 2006.

The Company acquired three casino operations in 2005, the New Orleans riverboat (see above) (fka Bally’s Belle of New Orleans) on June 8, 2005 for approximately $28 million, the MontBleu Casino Resort (fka Caesars Tahoe Casino Resort) in Lake Tahoe, NV on June 10, 2005 for approximately $47.2 million and the Belle of Baton Rouge (fka Argosy Baton Rouge Casino) in Baton Rouge, LA on October 25, 2005 for approximately $150.0 million. In connection with these acquisitions, the Company acquired property, equipment, gaming and other related assets and assumed certain liabilities. These acquisitions expanded the Company’s casino operations into new markets and expanded its operations in Lake Tahoe, NV. These acquisitions were accounted for as purchase business combinations using the accounting standards established in Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. The Company’s consolidated statements reflect the results of operations of these acquisitions from their respective acquisition dates.

F-33

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

The following is a summary of the assets acquired and the liabilities assumed in the 2005 acquisitions based in part on information provided by an independent appraiser:

	Orleans			MontBleu			Baton Rouge
Casino bankroll	$	3,403		$	4,258		$	7,464
Other current assets		1,043			216			1,845
Property and equipment		13,237			45,275			81,361
Goodwill(1)		—			—			16,802
Intangibles(1)		10,613			100			51,007
Other assets		—			—			—
Liabilities assumed(1)		(601	)		(2,610	)		(8,810	)
Total		27,695			47,239			149,669
Less deposits in 2004		(2,091	)		(3,430	)		—
Invested in 2005	$	25,604		$	43,809		$	149,669

(1) Amounts shown for Orleans and Baton Rouge have been adjusted for final purchase price allocations that reflect revised valuations of the intangibles for gaming licenses and amount of liabilities assumed. Orleans reflects an increase in intangibles of $1,891 and a corresponding decrease in property and equipment. Baton Rouge reflects an increase in intangibles of $9,673 and a corresponding decrease in goodwill, as well as a decrease in goodwill of $667 due to a revision in the amount of liabilities assumed.

The unaudited pro forma financial information presents the results for the years ended December 31, 2004 and 2005, as if the acquisition of MontBleu Casino Resort and the Belle of Baton Rouge had occurred at the beginning of the respective periods. Such information has been prepared for comparative purposes only. The unaudited pro forma results include certain adjustments to conform accounting policies and estimates used by the MontBleu Casino Resort and the Belle of Baton Rouge with those of the Company including such items as depreciation rates and useful lives of intangibles. Additionally, the unaudited pro forma information includes increased interest expense arising from the purchase.

	Pro Forma		Pro Forma
	2004		2005
	(Unaudited)		(Unaudited)
Net operating revenues	$	298,343	$	302,958
Income from continuing operations	$	19,630	$	30,852
Net income	$	16,761	$	21,923

The unaudited pro forma results are not necessarily indicative either of the results of operations that actually would have resulted had the acquisitions been consummated at the beginning of the respective periods or future results.

F-34

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

The Company’s sole member contributed its 100% ownership interest in SLRE to the Company as an additional capital contribution on August 1, 2005. SLRE owns the riverboat leased to Greenville for its Greenville, MS casino. The operations and financial position of SLRE are included in the consolidated financial statements retroactively to January 1, 2004 because of the common control of SLRE and Company during the period covered by these consolidated financial statements. The capital contribution of SLRE is recorded at the historical cost basis of the assets and related liabilities of SLRE. SLRE had a net loss of approximately $224 in 2005 prior to the August 1, 2005 contribution and net income of approximately $387 in 2004. The following is a summary of the assets and related liabilities of SLRE contributed as of January 1, 2004:

Current assets	$	803
Property and equipment		5,083
Current liabilities assumed		(120	)
Total	$	5,766

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of management’s estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Amounts are presented in thousands of dollars unless indicated otherwise. Certain amounts in the 2004 and 2005 consolidated financial statements have been reclassified to conform to the 2006 presentation.

Principles of Consolidation — The consolidated financial statements of the Company include Laughlin, Greenville, SLRE, Horizon, Realty, MontBleu, Baton Rouge, Orleans, Las Vegas and Trop PA. All intercompany balances and transactions, including those involving variable interest entities and casinos to be transferred, have been eliminated in consolidation, except for amounts due to/from casinos of continuing operations and casinos to be transferred. Minority interest in the consolidated financial statements represents the minority equity ownership of Greenville and the non-controlling equity ownership of Realty. The minority interest of Greenville is allocated in accordance with the terms of the LLC agreement which is based upon an assumed liquidation of Greenville as of the end of the reporting period. The non-controlling equity ownership of Realty is allocated 100% of the earnings of Realty.

Cash and Cash Equivalents — Cash and cash equivalents include cash, certificates of deposit, money market funds and other highly liquid investments with maturities at date of purchase of three months or less.

Accounts Receivable — Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions. Allowance for doubtful accounts was approximately $192, $462 and $526 as of December 31, 2004, 2005 and 2006, respectively.

F-35

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

Inventories — Inventories are stated at the lower of cost or market. Cost is determined by the first-in first-out method.

Property and Equipment — Property and equipment are stated at cost. Depreciation and amortization are computed over the estimated useful lives of the property and equipment on the straight-line method. Estimated useful lives for property and equipment in service range from 10 to 39 years for building and building components and 5 to 10 years for equipment. Leasehold improvements are amortized over the lesser of the term of the lease or the useful life of the asset.

Routine maintenance and repairs are charged to expense as incurred. The cost and related accumulated depreciation of property and equipment retired or sold are removed from the accounts, and the resulting gain or loss is included in operations.

Interest attributed to funds used to finance major capital expenditures is capitalized as an additional cost of the related assets. Capitalization of interest ceases when the related assets are completed and ready for their intended use. Interest of $598 was capitalized in 2006, including $254 related to MontBleu and $344 related to Orleans. No interest was capitalized in 2004 or 2005.

Management reviews casino and hotel assets for impairment whenever events or changes in circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate, plus the assets’ residual value to the carrying amount of the assets. If the operation is determined to be unable to recover the carrying amount of its assets, then the hotel and casino assets are written down to fair value. Fair value is determined based on discounted cash flows. As of December 31, 2004, 2005 and 2006, management did not believe any assets were impaired, other than assets related to Orleans and Trop PA as described in Notes 2 and 10.

SFAS No. 143, Accounting for Asset Retirement Obligations, and FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47), issued in March 2005, address financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement cost. SFAS No. 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. The Company currently has no material legal obligation related to its retirement of long-lived assets. If in the future the Company should have such legal obligation, SFAS No. 143 and FIN 47 require that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The liability is discounted and accretion expense is recognized using the credit-adjusted risk-free interest rate in effect when the liability was initially recognized.

Goodwill and Intangible Assets — Goodwill represents the excess of purchase price over net assets acquired. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized. Goodwill is tested for impairment at the reporting unit level annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Intangible assets represent assets, other than goodwill or financial assets, which lack physical substance. In accordance with SFAS No. 142, an intangible asset with a definite life is amortized over its useful life. An intangible asset’s useful life is defined as the period over which the asset is expected to contribute directly or indirectly to future cash flows.

F-36

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

Also, in accordance with SFAS No. 142, an intangible asset with an indefinite life is not amortized. An intangible asset that is not subject to amortization is tested for impairment at the reporting unit level annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

When testing goodwill and intangible assets with indefinite lives for impairment, the Company uses the income approach, which includes an analysis of the market, cash flow, and risks associated with achieving such cash flows. The income approach focuses on the income producing capability of the existing hotel/casino and best represents the present value of the future economic benefits expected to be derived. Significant assumptions used in the impairment test included EBITDA projections, working capital requirements and the discount rate.

In connection with the acquisitions in 2005 described in Note 2, the Company acquired $61,720 of identified intangible assets, including $10,613 for New Orleans riverboat and recorded goodwill of $16,802. The estimates of fair value used in the purchase price allocation, which were adjusted during 2006, (see Note 2), were determined by the Company’s management based on information furnished by an independent appraiser. Management periodically assesses the amortization period of intangible assets with definite lives based upon an estimate of future cash flows from related operations.

Deferred Charges and Other Assets — The Company entered into a License Agreement with The Sheraton Corporation (Licensor) in connection with its hotel operations in Baton Rouge, LA. The agreement provides for the Company’s use of the Licensor’s name, reservation system, operating methods, training and sales and marketing programs. The Company pays the Licensor various fees, some of which are based on sales volume. The agreement expires in 2025. The initial fees paid by the Company to the Licensor were capitalized and are amortized on a straight-line basis from the effective date of the license agreement.

Costs incurred in connection with the issuance of long-term debt obligations are capitalized and amortized over the terms of the related debt obligations as interest expense. Cost incurred were $6,274 and $21,093 in 2005 and 2006, respectively.

Revenue Recognition and Promotional Allowances — The Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Rooms, food and beverage and other casino and hotel revenues are recognized as earned, which is at the time the goods or services are provided. The retail value of accommodations, food and beverage, and other services provided to customers without charge are included in operating revenue and then charged to promotional allowances. Promotional allowances also include “cash back” awards (cash coupons, rebates or refunds) which totaled $10.2 million, $10.0 million and $20.7 million in 2004, 2005 and 2006, respectively.

Customer Loyalty Program — The Company provides certain customer loyalty programs at its casinos, which reward customers for gaming play. Under the programs, customers are able to accumulate points which may be redeemed in the future, subject to certain limitations and the terms of the individual casino programs, for cash, goods and services. For points that may be redeemed for cash, the Company accrues this cost, after consideration of estimated redemption rates, as they are earned. This cost is recorded as promotional allowances. For points that may be redeemed for goods or services, the Company estimates the cost and accrues for this expense as the points are earned from gaming play and are recorded as casino expense. The estimated cost is based on estimates and assumptions regarding marginal costs of the goods and services, redemption rates and the mix of goods and services for which the points will be redeemed.

Advertising — Costs for advertising are expensed as incurred.

F-37

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

Retirement Plans — The Company participates in a defined contribution pension plan sponsored by Columbia Sussex Corporation (“CSC”), a company controlled by the Company’s sole stockholder, which operates under the provisions of Internal Revenue Code Section 401(k). All employees who meet certain eligibility requirements are eligible to participate in this plan. The Company’s contributions are based on the level of employee contributions and are funded annually. The Company’s contributions amounted to approximately $56, $97 and $140 in 2004, 2005 and 2006, respectively.

Self Insurance — Effective November 1, 2004, the Company became self insured for general liability and workers’ compensation claims up to $1,000,000 per occurrence. The Company has recorded a liability for estimated claims within this retention level of approximately $2,576 and $3,341 at December 31, 2005 and 2006, respectively.

Fair Value of Financial Instruments — The fair value of current assets and liabilities approximates their reported carrying amounts. The fair value of variable rate long-term debt approximates its reported carrying amount, due to variable rate nature of this debt.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalent accounts in financial institutions. The Company maintains its cash balances in several financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation up to $100. Cash and cash equivalents exceeding federally insured limits totaled approximately $26.1 million and $989.1 million at December 31, 2005 and 2006, respectively.

Income Taxes — TE is a pass through entity for Federal and State income tax purposes and its parent, TCR, elected to be treated as an S Corporation under Subchapter S of the Internal Revenue Code. As a pass through entity and as an S Corporation, the tax attributes of TCR and TE will pass through to its owners, who will then owe any related income taxes. As a result, the accompanying consolidated statements of income show no income tax expense. On an aggregate basis, the Company’s reported amounts of assets and liabilities exceeds the tax basis by approximately $88 million and $92 million at December 31, 2005 and 2006, respectively.

Contingencies — In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases and sales of casinos; (ii) leases of real estate; (iii) franchise license agreements; and (iv) certain lending agreements. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements; (ii) landlords in lease contracts; (iii) franchisors or licensors of hotel brands; and (iv) lenders under financing transactions. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement. There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under some of these guarantees, however, most purchase and sale agreements have stated maximum liabilities. The Company is unable to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords and franchisors against third party claims for the use of real estate property leased or the brands licensed by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

CSC is a party to litigation related to the termination of a contract to purchase a casino in St. Louis, MO. The seller under the contract has sued CSC for breach of contract for not completing the acquisition

F-38

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

of the casino. The purchase contract which is the subject of this litigation had been assigned by CSC to the Company. The maximum exposure under this suit is the difference between the contract price and the eventual sale price of the casino. CSC and the Company believe that they have complied with the contract terms and are vigorously defending this litigation. The maximum exposure under this suit is estimated to be approximately $28,789 based on a subsequent sale of the casino for $31,500. In addition, in 2005 the Company has written off certain costs incurred related to this transaction totaling $2,014.

Common Stock — TCR has 7,000 no par value common shares authorized, issued and outstanding as of December 31, 2005 and 2006. On August 1, 2005 the sole stockholder of SLRE contributed all of the outstanding shares of SLRE to TCR as a capital contribution.

4.   PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	As of December 31,
	2005			2006
Buildings and improvements	$	99,326		$	101,183
Leasehold improvements		46,594			67,009
Equipment		66,704			77,014
Riverboats and barges		27,970			29,635
		240,594			274,841
Less accumulated depreciation		(60,167	)		(73,649	)
		180,427			201,192
Construction in progress		6,062			6,250
Land		18,796			18,796
Property and equipment, net	$	205,285		$	226,238

The property and equipment, excluding Greenville’s property and equipment, which totals $4,531 and $3,598 (net of accumulated depreciation of $11,706 and $12,792 as of December 31, 2005 and 2006, respectively), generally collateralize the bank debt of the Company (see Note 7).

5.   INTANGIBLE ASSETS

Intangibles consist of the following:

	As of December 31,
	2005			2006
Amortizing intangibles:
Favorable leases (amortized over 25 to 77 years)	$	4,278		$	4,278
Other		567			500
Accumulated amortization		(160	)		(274	)
Total amortizing intangible assets		4,685			4,504
Non-amortizing intangible assets:
Gaming licenses		37,156			46,946
Total intangibles	$	41,841		$	51,450

F-39

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

Amortization expense related to intangible assets was $160 and $114 in 2005 and 2006, respectively. There was no amortization expense in 2004.

The Company’s estimate of future amortization expense related to amortizable intangible assets for the five years subsequent to 2006 are as follows:

2007	$	125
2008	$	125
2009	$	125
2010	$	125
2011	$	125

6.   ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

	As of December 31,
	2005		2006
Accrued payroll and employee benefits	$	4,254	$	5,358
Insurance reserves		4,954		3,341
Gaming related accruals		6,333		6,511
Accrued interest		821		2,121
Other accruals		1,218		867
	$	17,580	$	18,198

7.   LONG-TERM DEBT

Long-term debt consists of the following:

	As of December 31
	2005			2006
Senior Subordinated Notes due 2014	$	—		$	960,000
Credit Facility, Term Loan A, due 2010		99,750			96,879
Credit Facility, Term Loan B, due 2011		99,750			98,750
Other		—			346
		199,500			1,155,975
Less current portion		(3,871	)		(2,295	)
Total long-term debt	$	195,629		$	1,153,680

On December 28, 2006, TE issued $960,000 of Senior Subordinated Notes (the “Notes”) due December 15, 2014 to be used to partially finance the Aztar acquisition (see Notes 2 and 13). Interest on the Notes is at 9.625% and is due semi-annually on June 15 and December 15, commencing June 15, 2007. No principal payments are due until maturity. Under certain circumstances the Notes can be redeemed prior to maturity with various redemption premiums depending on the conditions described in the agreements. The Notes are TE’s unsecured senior subordinated obligations. The Notes are also guaranteed by certain of TE’s existing and future subsidiaries as well as by Realty and Columbia Properties Vicksburg, LLC (“Vicksburg”), each of which is an affiliate of TE but not a direct subsidiary of TE, and by JMBS

F-40

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

Casino, LLC (“JMBS”), which is an affiliate of TCR’s owner and not a direct subsidiary of TE. The Notes are not guaranteed by Greenville but Greenville is subject to the restrictive covenants of the Notes. The Note agreement restricts TE’s and the guarantors ability to incur or guarantee additional indebtedness, to pay dividends, to sell or transfer assets, to make certain investments, to create or incur certain liens, to enter into merger, consolidation or sale transactions and to enter into transactions with affiliates that are not described in the agreements. TE has agreed to file a registration statement with the SEC with respect to the Notes to allow the Notes to be publicly traded. TE will pay additional interest on the Notes if it does not register the Notes.

During 2005, the Company borrowed a total of $200,000 under its Credit Facility, which provided for a Term Loan A borrowing of $100,000 for the purchase of MontBleu Casino and the New Orleans riverboat, retirement of existing debt, financing costs and other corporate purposes, and a Term Loan B borrowing of $100,000 for the purchase of the Belle of Baton Rouge Casino and financing costs. The 2005 Credit Facility also provided for a Revolving Loan of up to $50,000, none of which was drawn at December 31, 2005 and 2006. Interest under the Term Loan A is either based on the thirty day LIBOR rate or a base rate, at the Company’s option. The LIBOR rate option is based on the thirty day LIBOR rate plus a spread of between 1.75% and 2.75% depending on the Company’s leverage ratio. The base rate option is the higher of the Federal Funds Rate plus one half of 1% or the Bank of America “prime rate”, plus a spread of between 0.5% and 1.5% depending on the Company’s leverage ratio. The Company elected the base rate option for the December 2006 period, (9.0% at December 31, 2006), and the LIBOR rate option for all prior periods. Interest under the Term Loan B is either based on the thirty day LIBOR rate or a base rate, at the Company’s option. The LIBOR rate option is based on the thirty day LIBOR rate plus 2.50%. The base rate option is the higher of the Federal Funds Rate plus one half of 1% or the Bank of America “prime rate”, plus 2.5%. The Company elected the base rate option for the December 2006 period, (10.75% at December 31, 2006), and the LIBOR rate option for all prior periods. Both the Term Loan A and Term Loan B each have mandatory quarterly principal payments of $250 each beginning December 31, 2005. The Credit Facility provides for additional mandatory principal payments of excess cash flow, as defined in the agreement, on March 31, 2006 and 2007. A total of $1,871 of excess cash flow has been included in current portion of long-term debt under this provision as of December 31, 2005. The Credit Facility also restricts distributions to owners to amounts needed to pay income taxes and additional amounts if the Company exceeds a minimum fixed charge coverage ratio requirement. The Credit Facility contains various covenants and restrictions including restrictions on additional borrowing, limits on capital expenditures, a maximum total leverage ratio requirement and a minimum fixed charge coverage ratio limit. As of December 31, 2005 and 2006, the Company was in compliance with these covenants. The Credit Facility is collateralized by the Company’s property and equipment, excluding the assets of Greenville (See Note 4), a pledge of the Company’s interest in Greenville and the pledge of the stock of the Company.

A portion of the debt that was paid off in connection with the 2005 Credit Facility described above was guaranteed by CSC (see Note 8).

The scheduled maturities of long-term debt for the years subsequent to 2006 are as follows: 2007 — $2,000; 2008 — $2,000; 2009 — $2,000; 2010 — $94,879; 2011 — $94,750; and 2014 — $960,000. Both Term Loan A and Term Loan B were paid in full on January 3, 2007

Other long-term liabilities include an unfavorable lease liability of $521 and $237 as of December 31, 2005 and 2006, respectively, which will be fully amortized in 2008.

F-41

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

8.   RELATED PARTY TRANSACTIONS

The Company is related by common ownership to CSC and its various subsidiaries and other affiliated companies discussed below. As of December 31, 2005 and 2006 the Company owed certain of these other affiliated companies $1,099 and $9,651, respectively, and certain of these affiliated companies owed the Company $94 and $2,293, respectively. In addition, casinos to be transferred, as discussed in Note 10, owed the Company $3,033 and $3,635 as of December 31, 2005 and 2006, respectively and the Company owed casinos to be transferred $2,325 as of December 31, 2006. The following is a description of the transactions with these affiliated companies.

CSC provides various services to the Company and its subsidiaries primarily under administrative service agreements. These services are primarily related to accounting and administrative services in the areas of payroll, accounts payable, cash management, purchasing, tax and accounting. CSC charged the Company $898, $930 and $1,199 for these administrative services during 2004, 2005 and 2006, respectively. Also, the Company participates in general liability, workers’ compensation, property and health insurance programs arranged by CSC but for which the Company pays its related share of the cost as explained in Note 3 — Self Insurance. In addition, the Company and its subsidiaries have adopted the CSC’s 401(k) pension plan as discussed in Note 3 — Retirement Plans. The operations of the Company are separate and apart from CSC. Any costs incurred by CSC for the benefit of or related to the Company’s operations (such as insurance) are charged to the Company. In addition, CSC guaranteed the Company’s performance under debt that was paid off during 2005 (see Note 7), and the Company’s performance under various surety bonds which totaled $1,301 and $1,806 at December 31, 2005 and 2006, respectively.

Holdings loaned the Company $312.7 million in connection with its planned merger with Aztar Corporation (see Note 2) on May 19, 2006 and $37.5 million in connection with the issuance of the Senior Subordinated Notes (see Note 7) on December 28, 2006. The loans are in the form of promissory notes that accrue interest at the thirty day LIBOR rate plus five percent and mature on May 19, 2018 and December 28, 2018, respectively. No principal or interest payments are due until maturity. The Company accrued $18.9 million for interest on these notes as of December 31, 2006.

Sargasso Corporation (“SC”), an affiliated company, subleases a portion of the land that is leased by the Company at its Greenville, MS operation (see Note 9). SC has constructed a restaurant and lounge on this land, which is adjacent to the Company’s Greenville riverboat gaming operation. Rent on the sublease is $3 per month. The lease expires in 2009; additional renewal options are available to extend the term to 2044. SC also developed a hotel on land it owns near the leased land. SC provides its restaurant, lounge and hotel facilities to the Company for its guests and employees. SC charges the Company at its normal rates for these services, which totaled $669, $352 and $157 in 2004, 2005 and 2006, respectively. The Company provides various administrative services to SC for which the Company charged SC $33 in both 2004 and 2005 and $48 in 2006. SC leases office space in its restaurant and lounge building to the Company on a month-to-month basis for which SC charged the Company $30 in 2004, 2005 and 2006. SC owed the Company $36 at December 31, 2005 and $41 at December 31, 2006 related to these various services and transactions.

Walnut Street, Inc. (“WS”), a company owned by SC, leases an advertising sign to Greenville for $4 per month through May 2007. Greenville is responsible for all taxes, utilities, maintenance and insurance related to the operation of the sign. WS charged Greenville $43 each year for 2004, 2005 and 2006 under this lease.

A portion of the Company’s insurance for general liability and workers’ compensation claims were insured through a captive insurance company controlled by CSC’s controlling stockholder through

F-42

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

October 31, 2004. Such premiums were actuarially determined based on the historical experience of paid claims. The Company expensed premiums to this captive insurance company of $1,358 in 2004.

The Company’s operation in Greenville, MS shares the cost of operating shuttle buses that service various establishments in downtown Greenville with JMBS Casino, LLC (“JMBS”), an entity controlled by relatives of the sole shareholder of TCR and an affiliate guarantor of the new credit facility discussed in Note 14. JMBS owns a competing casino in Greenville, MS. The Company’s share of these costs was $81, $77 and $101 in 2004, 2005 and 2006, respectively.

The following table summarizes related party transactions included in the accompanying consolidated statements of income:

	Years Ended December 31,
	2004		2005		2006
Other casino and hotel revenues	$	69	$	69	$	84
Marketing, advertising and casino promotion		669		352		157
Insurance		1,358		—		—
Administrative and general		898		930		1,199
Leased land and facilities expense		30		30		30

9.   LEASE COMMITMENTS

Rent expense charged to operations amounted to $6,003, $10,232 and $14,963 for 2004, 2005 and 2006, respectively. The Company has various short-term operating equipment and space leases. In addition, the Company leases land for its casino and hotel operations in Lake Tahoe, NV (Horizon), Greenville, MS, New Orleans, LA and Baton Rouge, LA, and leases buildings for its casino and hotel operations in Lake Tahoe, NV (MontBleu).

A land lease for the Horizon facility in Lake Tahoe, NV provides for rentals equal to the greater of a base amount, which increases each year based on changes in the consumer price index, or 5% (6% after 2015) of the net gaming revenues and expenses. The lease expires in 2040. Rent for 2004, 2005 and 2006 was at the base amount which was $285, $292 and $295 per month, respectively.

A land and building lease for the MontBleu facility in Lake Tahoe, NV provides for fixed rentals which increase each year based on changes in the consumer price index but not more than 5%. The lease expires in 2028 and has an option to extend the term to 2053. The monthly fixed rent for 2005 and 2006 was $448 and $464, respectively.

Both of the Lake Tahoe leases are with the same landlord. The landlord has made demands that certain repairs be made to both properties. The landlord has declared the Horizon lease to be in default due to alleged deficiencies in the maintenance of the facilities, and is pursuing remedies under the lease to take possession of the Horizon facility. The Company is vigorously defending the Horizon action. The Company is indemnified by the seller of the MontBleu facility for up to $10,000 for any repairs needed to obtain a clean estoppel certificate from the landlord.

The Company leases land and buildings related to its Baton Rouge, LA hotel and casino operation. The leases provide for fixed monthly rentals totaling $22, subject to re-evaluation every five years based on changes in the consumer price index. The current lease terms expire in 2012, and the leases have options to extend the term for up to an additional seventy years.

F-43

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

The Greenville, MS land lease is for approximately four acres, which is used for the docking, entry and parking facilities for the riverboat casino. The term of the lease has been extended to June 2009, and has renewal options that can extend the term to 2044. The agreement provides for monthly percentage rental equal to 2% of gross gaming revenues subject to a minimum rental of $75 per month. If gross gaming revenue for Greenville exceeds $36,575, the percentage rental on the amount over this level is at 8%. Greenville has subleased a portion of the land to SC (see Note 8) for $3 per month.

Future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year are as follows for the year ended December 31:

2007	$	10,582
2008		10,554
2009		10,096
2010		9,630
2011		9,619
Thereafter		203,369
Total	$	253,850

10.   DISCONTINUED OPERATIONS — CASINOS TO BE TRANSFERRED

As described in Note 1 and Note 14, as a result of the Company’s expected contribution of certain direct subsidiaries and operations to TE, the remaining subsidiaries, Orleans, Las Vegas and Trop PA have been presented as discontinued operations.

Operating results of discontinued operations are summarized as follows:

	Years Ended December 31,
	2004			2005			2006
Net revenues	$	4,634		$	14,059		$	4,100
Operating income (expenses)(1)		(7,497	)		(22,988	)		605
Income (loss) from operations		(2,863	)		(8,929	)		4,705
Net income (loss)	$	(2,869	)	$	(8,929	)	$	4,705

(1) Operating expenses for 2006 are net of insurance proceeds of $22,625.

F-44

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

The assets and liabilities to be transferred are as follows:

	As of December 31,
	2005		2006
Cash	$	1,550	$	1,185
Amounts due from related parties(2)		—		6,754
Other current assets		335		1,866
Current assets to be transferred	$	1,885	$	9,805
Property and equipment, net	$	23,223	$	31,682
Other assets		8,804		10,696
Long-term assets to be transferred	$	32,027	$	42,378
Accounts payable and accrued expenses	$	1,957	$	1,907
Amounts due to related parties(3)		3,330		5,005
Current liabilities to be transferred	$	5,287	$	6,912
Long-term liabilities to be transferred	$	251	$	177

(2) Includes amounts due from the Company of $2,325 as of December 31, 2006.

(3) Includes amounts due to the Company of $3,033 and $3,635 as of December 31, 2005 and 2006, respectively.

A subsidiary of CSC leases space in its hotel in Las Vegas, Nevada to Las Vegas for its casino operation. The lease expires in 2012 and was amended in 2005 to reduce the monthly rent to $42 from $150 effective June 1, 2005. Deferred rental expense recorded under the terms of the lease before amendments is being amortized over the remaining term of the lease at the rate of $3 per month. Unamortized deferred rental expense totaled $251 and $215 at December 31, 2005 and 2006, respectively, and is included in “Other Liabilities of Casinos to be Transferred” in the accompanying consolidated balance sheet. The lessor is responsible for real estate taxes and insurance on the premises. The Company is responsible for property taxes and insurance on its gaming equipment and its allocable portion of utility costs. The lessor also provides its restaurant, lounge and hotel facilities to the Company for its guests and employees. The lessor charges the Company at its normal rates for these services which totaled $718, $663 and $641 in 2004, 2005 and 2006, respectively. The Company owes the lessor $138 and $1,332 as of December 31, 2005 and 2006, respectively, related to these services.

Orleans leased land and docking facilities for its New Orleans, LA riverboat casino. The lease provided for fixed quarterly rent of $415 plus percentage monthly rental of 5% of gross revenue subject to a minimum of $110. The current term of the lease expires in 2013 and has three remaining ten year renewal options. Orleans, on the advice of counsel, suspended payment of rent due to the impairment of the lease facility damaged by Hurricane Katrina (discussed in further detail in the following paragraph). The landlord has filed suit against Orleans and the Company for unpaid rent, future rent and damages caused to the leased facilities by Orleans’ riverboat. Orleans and the Company have meritorious defenses including Article 2715 of the Louisiana Civil Code, which protects lessees upon the substantial impairment of the lease premises. Orleans and the Company are vigorously defending themselves in this lawsuit and Orleans has accrued the unpaid rent through December 31, 2005 in the accompanying financial statements but has not accrued any amounts for 2006 unpaid rent aggregating approximately $1,660.

F-45

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

On August 28, 2005, Hurricane Katrina struck the Gulf Coast and damaged the New Orleans riverboat. Orleans and the Company maintain property insurance, including business interruption coverage, that covers this operation. The property was not operational from August 28, 2005 through December 31, 2006 and therefore, was not being depreciated during this period. Orleans plans to open the casino in May, 2007 in Amelia, LA (its new location) and has renamed the casino the Amelia Belle Casino. The Company has expensed direct costs related to cleanup and remediation of damage of $3,357 and $1,886 in 2005 and 2006 respectively, has written off damaged property of $2,200 and $7,721 in 2005 and 2006, respectively, and received insurance proceeds of $2,000 and $22,625 in 2005 and 2006, respectively. Insurance proceeds of $13,626 were used to acquire property and equipment in 2006.

11.   VARIABLE INTEREST ENTITY

The Company has adopted FASB Interpretation No. 46R (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46R”) effective January 1, 2003. FIN 46R provides a new framework for identifying variable interest entities (VIEs) and determining when a company should include assets, liabilities and noncontrolling interests and results of activities of the VIE in its consolidated financial statements. This resulted in the consolidation of one VIE, Realty (See Note 1), of which the Company is considered the primary beneficiary. The Company’s variable interest in this VIE is the result of effectively providing subordinated financial support through its operating lease with Realty, an affiliated entity. The assets, liabilities and noncontrolling interests of the VIE were recorded in consolidation at their carrying values, as TCR and Realty were subsidiaries under common control for the periods presented. Accordingly, TCR did not record a cumulative effect of a change in accounting principle upon adoption.

Under the operating lease, the Company leases real estate and non-gaming furnishings and equipment from Realty. The lease commenced on September 9, 2003 and ends on December 31, 2008. Rent for the period from September 9, 2003 to November 30, 2003 was equal to interest cost incurred by Realty on its debt. Rent commencing December 1, 2003 of $125 per month was due through November 2004; from December 2004 to November 2005, monthly rent was $350, and thereafter monthly rent is $425.

The liabilities of Realty do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of Realty. Likewise, the assets of Realty do not represent additional assets available to satisfy claims against the Company’s general assets. As of December 31, 2005 and 2006, the Company’s consolidated assets included $25.4 million and $24.2 million of Realty assets, primarily property and equipment.

F-46

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

12.   SEGMENT INFORMATION

The Company reviews results of operations based on distinct geographic gaming market segments. The Company has aggregated certain of its properties in order to present its reportable segments. The Company’s three Nevada properties are included in the Nevada segment and the Greenville and Baton Rouge properties are included in the Mississippi River Basin segment. The operations and assets of Orleans, Las Vegas and Trop PA are not included in these Segment disclosures as these are considered discontinued operations, (see Note 10). The Company’s chief operating decision maker uses segment adjusted EBITDA in assessing segment performance and deciding how to allocate resources. The Company’s segment information is as follows:

	Years Ended December 31,
	2004			2005			2006
Net Operating Revenues
Nevada segment:
Tahoe Horizon	$	47,074		$	47,614		$	44,138
MontBleu Lake Tahoe(a)		—			33,374			49,953
River Palms Laughlin		43,378			50,316			52,101
Total Nevada segment		94,452			131,304			146,192
Mississippi River basin segment:
Lighthouse Point, Greenville, MS		27,465			29,041			28,426
Baton Rouge, LA(b)		—			26,297			114,245
Total Mississippi River basin segment		27,465			55,338			142,671
Total consolidated	$	121,917		$	186,642		$	288,863
Segment Adjusted EBITDA(c)
Nevada segment:
Tahoe Horizon	$	13,202		$	13,051		$	12,649
MontBleu Lake Tahoe(a)		—			5,917			640
River Palms Laughlin		8,611			10,649			13,012
Total Nevada segment		21,813			29,617			26,301
Mississippi River basin segment:
Lighthouse Point, Greenville, MS		12,621			14,320			12,957
Baton Rouge, LA(b)		—			11,752			45,291
Total Mississippi River basin segment		12,621			26,072			58,248
Segment Adjusted EBITDA		34,434			55,689			84,549
Corporate		(2,282	)		(3,584	)		(5,350	)
EBITDA		32,152			52,105			79,199
Write off of fixed assets and deposits related to abandoned acquisition		(79	)		(2,742	)		(2,588	)
Depreciation and amortization		(6,615	)		(9,646	)		(18,033	)
Operating income		25,458			39,717			58,578
Interest income		113			482			8,918
Interest expense		(909	)		(5,993	)		(35,563	)
Minority interest in net income of consolidated subsidiary		(3,873	)		(3,433	)		(3,224	)
Income from continuing operations	$	20,789		$	30,773		$	28,709

F-47

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

(a) Reflects results since its June 10, 2005 acquisition. During the year ended December 31, 2006, MontBleu incurred expenses totaling $4,150 related to (a) re-branding of the Casino.

(b) Reflects results since its October 25, 2005 acquisition.

(c) Segment Adjusted EBITDA is net income before interest expense, interest income, depreciation, amortization, corporate expenses, write offs of fixed assets and deposits related to abandoned acquisition and minority interest in net income of consolidated subsidiary. Segment Adjusted EBITDA should not be construed as a substitute for either operating income or net income as they are determined in accordance with generally accepted accounting principles (GAAP). The Company uses Segment Adjusted EBITDA as a measure to compare operating results between segments and accounting periods. The Company manages cash and finances its operations at the corporate level. The Company manages the allocation of capital among segments at the corporate level. The Company accordingly believes Segment Adjusted EBITDA is useful as a measure of operating results at the segment level because it reflects the results of operating decisions at that level separated from the effects of financing decisions that are managed at the corporate level. The Company also uses Segment Adjusted EBITDA as an important operating performance measure in its bonus programs for managers and executive officers. The Company also believes that Segment Adjusted EBITDA is a commonly used measure of operating performance in the gaming industry and is an important basis for the valuation of gaming companies. The Company’s calculation of Segment Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and, therefore, any such differences must be considered when comparing performance among different companies. While the Company believes Segment Adjusted EBITDA provides a useful perspective for some purposes, Segment Adjusted EBITDA has material limitations as an analytical tool. For example, among other things, although depreciation, amortization and write off of fixed assets and deposits related to abandoned acquisition are non-cash charges, the assets being depreciated, amortized and written off may have to be replaced in the future, and Segment Adjusted EBITDA does not reflect the requirements for such replacements. Interest expense, interest income, and minority interest in net income of consolidated subsidiary are also not reflected in Segment Adjusted EBITDA. Therefore, the Company does not consider Segment Adjusted EBITDA in isolation, and it should not be considered as a substitute for measures determined in accordance with GAAP. A reconciliation of Segment Adjusted EBITDA with operating income and net income as determined in accordance with GAAP is reflected in the above summary.

	Years Ended December 31,
	2004		2005		2006
Depreciation and amortization
Nevada	$	5,028	$	7,111	$	10,795
Mississippi River Basin		1,587		2,535		7,237
Total consolidated	$	6,615	$	9,646	$	18,032
Additions to property and equipment, including acquisition of casinos
Nevada	$	15,053	$	53,874	$	37,152
Mississippi River Basin		2,442		144,500		3,601
Total consolidated	$	17,495	$	198,374	$	40,753

F-48

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

	As of December 31,
	2004		2005		2006
Property and equipment, goodwill and intangible assets Nevada	$	64,145	$	115,968	$	140,585
Mississippi River Basin		9,568		158,300		153,906
Total consolidated	$	73,713	$	274,268	$	294,491
Total assets
Nevada	$	90,406	$	145,514	$	180,641
Mississippi River Basin		14,594		188,842		168,349
Casinos to be transferred		6,299		33,912		52,183
Deposits for pending acquisitions		4,509		—		1,310,026
Other Corporate assets, primarily deferred loan costs		—		—		22,892
Total consolidated assets	$	115,808	$	368,268	$	1,734,091

F-49

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

13.   SUMMARY FINANCIAL INFORMATION

The following information sets forth the condensed consolidating summary financial information of the parent and guarantors, which guarantee the $960 million 95/8% Senior Subordinate Notes due 2014, and the non-guarantor. The guarantors are wholly owned and the guarantees are full, unconditional, joint and several.

As of and for the year ended December 31, 2006:

								Non-
				TE		Guarantors		Guarantor					TE		TCR			TCR
	TCR			Parent		Subsidiaries		Subsidiary		Elims.			Total		Elims.			Total
Assets:
Cash and cash equivalents	$	—		$	166	$	29,112	$	3,745	$	—		$	33,023	$	—		$	33,023
Other current assets		9,805			543		15,645		511		—			16,699		—			26,504
Total current assets		9,805			709		44,757		4,256		—			49,722		—			59,527
Property and equipment, net		—			—		222,640		3,598		—			226,238		—			226,238
Deposit and costs for pending acquisition		—			977,967		332,059		—		—			1,310,026		—			1,310,026
Investments		126,137			—		—		—		—			—		(126,137	)		—
Goodwill		—			—		16,802		—		—			16,802		—			16,802
Intangible assets-net		—			—		51,450		—		—			51,450		—			51,450
Deferred charges and other assets-net		—			22,183		5,481		181		(175	)		27,670		—			27,670
Discontinued operations — long-term assets of casinos to be transferred		42,378			—		—		—		—			—		—			42,378
Total Assets	$	178,320		$	1,000,859	$	673,189	$	8,035	$	(175	)	$	1,681,908	$	(126,137	)	$	1,734,091
Current Liabilities:
Current maturities of long-term debt	$	—		$	—	$	2,295	$	—	$	—		$	2,295	$	—		$	2,295
Accounts payable		—			2,684		11,470		595		—			14,749		—			14,749
Other current liabilities		6,912			1,179		27,288		1,707		—			30,174		—			37,086
Total current liabilities		6,912			3,863		41,053		2,302		—			47,218		—			54,130
Long-term debt		25,494			960,000		168,186		—		—			1,128,186		—			1,153,680
Related party notes payable and accrued Interest		369,083			—		—		—		—			—		—			369,083
Other long-term liabilities		177			—		412		—		(175	)		237		—			414
Total liabilities		401,666			963,863		209,651		2,302		(175	)		1,175,641		—			1,577,307
Minority interest in consolidated entities		9,853			—		—		—		—			—		—			9,853
Stockholder’s equity		(233,199	)		36,996		463,538		5,733		—			506,267		(126,137	)		146,931
Total Liabilities and Stockholder’s Equity	$	178,320		$	1,000,859	$	673,189	$	8,035	$	(175	)	$	1,681,908	$	(126,137	)	$	1,734,091

F-50

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

For the year ended December 31, 2006:

										Non-
				TE			Guarantors			Guarantor						TE			TCR			TCR
	TCR			Parent			Subsidiaries			Subsidiary			Elims.			Total			Elims.			Total
Operating Revenues:
Casino	$	—		$	—		$	206,785		$	32,705		$	—		$	239,490		$	—		$	239,490
Rooms		—			—			39,731			—			—			39,731			—			39,731
Food and beverage		—			—			40,924			1,059			—			41,983			—			41,983
Other casino and hotel		—			—			13,051			181			—			12,323			—			12,323
Total operating revenues		—			—			300,491			33,945			—			333,527			—			333,527
Less promotional allowances		—			—			(39,145	)		(5,519	)		(909	)		(44,664	)		—			(44,664	)
Net operating revenues		—			—			261,346			28,426			(909	)		288,863			—			288,863
Operating Expenses:
Casino		—			—			35,285			5,197			—			40,482			—			40,482
Rooms		—			—			17,647			—			—			17,647			—			17,647
Food and beverage		—			—			33,690			889			—			34,579			—			34,579
Other casino and hotel		—			—			4,136			5			—			4,141			—			4,141
Utilities		—			—			9,735			339			—			10,074			—			10,074
Marketing, advertising and casino promotions		—			—			14,278			1,235			—			15,513			—			15,513
Repairs and maintenance		—			—			7,734			588			—			8,322			—			8,322
Insurance		—			—			2,265			643			—			2,908			—			2,908
Property and local taxes		—			—			3,455			369			—			3,824			—			3,824
Gaming taxes and licenses		—			—			36,111			3,758			—			39,869			—			39,869
Casino and hotel administrative and general		—			2			14,822			1,360			—			16,184			—			16,184
Corporate overhead		—			—			4,643			707			—			5,350			—			5,350
Leased land and facilities		—			—			9,702			1,978			(909	)		10,771			—			10,771
Depreciation and amortization		—			—			16,914			1,119			—			18,033			—			18,033
Write off of fixed assets, deposits and other costs related to abandoned acquisitions		—			—			2,588			—			—			2,588			—			2,588
Total operating expenses		—			2			213,005			18,187			(909	)		230,285			—			230,285
Income (loss) from operations		—			(2	)		48,341			10,239			—			58,578			—			58,578
Other Income (Expense):
Interest income		6,700			543			1,633			42			—			2,218			—			8,918
Interest expense		(18,931	)		(1,013	)		(15,619	)		—			—			(16,632	)					(35,563	)
Total other income (expense)		(12,231	)		(470	)		(13,986	)		42			—			(14,414	)		—			(26,645	)
Income (loss) before minority interest		(12,231	)		(472	)		34,355			10,281			—			44,164			—			31,933
Minority interest in net income of Consolidated subsidiaries		41,762			—			—			—			—			—			(44,986	)		(3,224	)
Income (loss) from continuing operations		29,531			(472	)		34,355			10,281			—			44,164			(44,986	)		28,709
Discontinued operations, casinos to be transferred		4,705			—			—			—			—			—			—			4,705
Net income (loss)	$	34,236		$	(472	)	$	34,355		$	10,281		$	—		$	44,164		$	(44,986	)	$	33,414

F-51

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

For the year ended December 31, 2006:

										Non-
				TE			Guarantors			Guarantor					TE			TCR			TCR
	TCR			Parent			Subsidiaries			Subsidiary			Elims.		Total			Elims.			Total
Cash flows from operating activities	$	48,830		$	2,525		$	55,767		$	11,436		$	—	$	69,728		$	(41,762	)	$	76,796
Cash Flows From Investing Activities:
Additions to property and equipment		(22,857	)		—			(40,738	)		(186	)		—		(40,924	)		—			(63,781	)
Deposits and costs related to pending acquisition		(331,780	)		(979,135	)		19			—			—		(979,116	)		—			(1,310,896	)
Other cash flows from investing activities		(64,469	)		—			33,917			—			—		33,917			44,101			13,549
Net cash used in investing activities		(419,106	)		(979,135	)		(6,802	)		(186	)		—		(986,123	)		44,101			(1,361,128	)
Cash Flows From Financing Activities:
Issuance of bonds		—			960,000			—			—			—		960,000			—			960,000
Repayments of debt		—			—			(3,525	)		—			—		(3,525	)		—			(3,525	)
Financing costs		—			(20,857	)		(236	)		—			—		(21,093	)		—			(21,093	)
Proceeds from related party note payable		350,152			—			—			—			—		—			—			350,152
Other cash flows from financing activities		19,758			37,633			(52,981	)		(11,849	)		—		(27,197	)		(2,339	)		(9,778	)
Net cash provided by (used in) financing activities		369,910			976,776			(56,742	)		(11,849	)		—		908,185			(2,339	)		1,275,756
Net increase (decrease) in cash and cash equivalents		(366	)		166			(7,777	)		(599	)		—		(8,210	)		—			(8,576	)
Cash and cash equivalents, beginning of year		1,550			—			36,889			4,344			—		41,233			—			42,783
Cash and cash equivalents, end of year	$	1,184		$	166		$	29,112		$	3,745		$	—	$	33,023		$	—		$	34,207

F-52

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

As of and for the year ending December 31, 2005:

					Non-
			Guarantors		Guarantor							TCR			TCR
	TCR		Subsidiaries		Subsidiary		Elims.			Total		Elims.			Total
Assets:
Cash and cash equivalents	$	—	$	36,889	$	4,344	$	—		$	41,233	$	—		$	41,233
Other current assets		1,885		12,283		303		—			12,586		—			14,471
Total current assets		1,885		49,172		4,647		—			53,819		—			55,704
Property and equipment, net		—		200,754		4,531		—			205,285		—			205,285
Investments		82,037		—		—		—			—		(82,037	)		—
Goodwill		—		27,142		—		—			27,142		—			27,142
Intangible assets		—		41,841		—		—			41,841		—			41,841
Deferred charges and other assets		—		6,263		106		(100	)		6,269		—			6,269
Discontinued operations — long-term assets of casinos to be transferred		32,027		—		—		—			—		—			32,027
Total Assets	$	115,949	$	325,172	$	9,284	$	(100	)	$	334,356	$	(82,037	)	$	368,268
Current Liabilities:
Current maturities of long-term debt	$	—	$	3,871	$	—	$	—		$	3,871	$	—		$	3,871
Accounts payable		—		10,565		410		—			10,975		—			10,975
Other current liabilities		5,287		17,757		922		—			18,679		—			23,966
Current liabilities		5,287		32,193		1,332		—			33,525		—			38,812
Long-term debt		25,494		170,135		—		—			170,135		—			195,629
Other long-term liabilities		—						(100	)		521					521
Discontinued operations-other liabilities of casinos to be transferred		251		621		—		—			—		—			251
Total liabilities		31,032		202,949		1,332		(100	)		204,181		—			235,213
Minority interest in consolidated entities		13,038		—		—		—			—		—			13,038
Stockholder’s equity		71,879		122,223		7,952		—			130,175		(82,037	)		120,017
Total Liabilities and Stockholder’s Equity	$	115,949	$	325,172	$	9,284	$	(100	)	$	334,356	$	(82,037	)	$	368,268

F-53

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

For the year ended December 31, 2005:

							Non-
				Guarantors			Guarantor									TCR			TCR
	TCR			Subsidiaries			Subsidiary			Elims.			Total			Elims.			Total
Operating Revenues:
Casino	$	—		$	117,251		$	32,789		$	—		$	150,040		$	—		$	150,040
Rooms		—			28,469			(88	)		—			28,381			—			28,381
Food and beverage		—			29,270			762			—			30,032			—			30,032
Other casino and hotel		—			9,015			301			(943	)		8,373			—			8,373
Total operating revenues		—			184,005			33,764			(943	)		216,826			—			216,826
Less promotional allowances		—			(25,460	)		(4,724	)		—			(30,184	)		—			(30,184	)
Net operating revenues		—			158,545			29,040			(943	)		186,642			—			186,642
Operating Expenses:
Casino		—			22,563			5,095			—			27,658			—			27,658
Rooms		—			12,830			—			—			12,830			—			12,830
Food and beverage		—			25,421			541			—			25,962			—			25,962
Other casino and hotel		—			1,510			6			—			1,516			—			1,516
Utilities		—			6,667			341			—			7,008			—			7,008
Marketing, advertising and casino promotions		—			8,473			1,181			—			9,654			—			9,654
Repairs and maintenance		—			5,177			617			—			5,794			—			5,794
Insurance		—			1,772			439			—			2,211			—			2,211
Property and local taxes		—			1,630			328			—			1,958			—			1,958
Gaming taxes and licenses		—			14,764			4,024			—			18,788			—			18,788
Casino and hotel administrative and general		—			8,645			1,369			—			10,014			—			10,014
Corporate overhead		—			2,952			633			—			3,585			—			3,585
Leased land and facilities		—			6,520			1,982			(943	)		7,559			—			7,559
Depreciation and amortization		—			8,497			1,149			—			9,646			—			9,646
Write off of fixed assets, deposits and other costs related to abandoned acquisitions		—			2,650			92			—			2,742			—			2,742
Total operating expenses		—			130,071			17,797			(943	)		146,925			—			146,925
Income from operations		—			28,474			11,243			—			39,717			—			39,717
Other Income (Expense):
Interest income		—			463			19			—			482			—			482
Interest expense		—			(5,993	)		—			—			(5,993	)					(5,993	)
Total other income (expense)		—			(5,530	)		19			—			(5,511	)		—			(5,511	)
Income (loss) before minority interest		—			22,944			11,262			—			34,206			—			34,206
Minority interest in net income (loss) of Consolidated subsidiary		17,676			—			—			—			—			(21,109	)		(3,433	)
Income (loss) from continuing operations		17,676			22,944			11,262			—			34,206			(21,109	)		30,773
Discontinued operations, casinos to be transferred		(8,929	)		—			—			—			—			—			(8,929	)
Net income (loss)	$	8,747		$	22,944		$	11,262		$	—		$	34,206		$	(21,109	)	$	21,844

F-54

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

For the year ended December 31, 2005:

							Non-
				Guarantors			Guarantor								TCR			TCR
	TCR			Subsidiaries			Subsidiary			Elims.		Total			Elims.			Total
Cash flows from operating activities	$	12,452		$	41,729		$	11,836		$	—	$	53,565		$	(19,484	)	$	46,533
Cash Flows From Investing Activities:
Additions to property and equipment		(8,428	)		(14,986	)		(799	)		—		(15,785	)		—			(24,213	)
Acquisition of casino, net of cash acquired		(22,201	)		(185,185	)		—			—		(185,185	)		3,430			(203,956	)
Other cash flows from investing activities		(69,188	)		(951	)		—			—		(951	)		69,075			(1,064	)
Net cash used in investing activities		(99,817	)		(201,122	)		(799	)		—		(201,921	)		72,505			(229,233	)
Cash Flows From Financing Activities:
Proceeds from long-term debt		25,494			174,506			—			—		174,506			—			200,000
Financing costs		—			(6,274	)		—			—		(6,274	)		—			(6,274	)
Other cash flows from financing activities		62,571			5,768			(10,750	)		—		(4,982	)		(53,021	)		4,568
Net cash provided by (used in) financing activities		88,065			174,000			(10,750	)		—		163,250			(53,021	)		198,294
Net increase in cash and cash equivalents		700			14,607			287			—		14,894			—			15,594
Cash and cash equivalents, beginning of year		850			22,282			4,057			—		26,339			—			27,189
Cash and cash equivalents, end of year	$	1,550		$	36,889		$	4,344		$	—	$	41,233		$	—		$	42,783

F-55

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

For the Year Ending December 31, 2004:

							Non-
				Guarantors			Guarantor						TE			TCR			TCR
	TCR			Subsidiaries			Subsidiary			Elims.			Total			Elims.			Total
Operating Revenues:
Casino	$	—		$	68,961		$	31,279		$	—		$	100,240		$	—		$	100,240
Rooms		—			18,077			(45	)		—			18,032			—			18,032
Food and beverage		—			20,557			1,272			—			21,829			—			21,829
Other casino and hotel		—			6,462			326			(943	)		5,845			—			5,845
Total operating revenues		—			114,057			32,832			(943	)		145,946			—			145,946
Less promotional allowances		—			(18,661	)		(5,368	)		—			(24,029	)		—			(24,029	)
Net operating revenues		—			95,396			27,464			(943	)		121,917			—			121,917
Operating Expenses:
Casino		—			14,867			4,955			—			19,822			—			19,822
Rooms		—			8,257			—			—			8,257			—			8,257
Food and beverage		—			17,301			528			—			17,829			—			17,829
Other casino and hotel		—			712			2			—			714			—			714
Utilities		—			4,404			317			—			4,721			—			4,721
Marketing, advertising and casino promotions		—			6,079			1,537			—			7,616			—			7,616
Repairs and maintenance		—			3,264			512			—			3,776			—			3,776
Insurance		—			1,351			359			—			1,710			—			1,710
Property and local taxes		—			957			310			—			1,267			—			1,267
Gaming taxes and licenses		—			6,527			3,842			—			10,369			—			10,369
Casino and hotel administrative and general		—			5,214			1,535			—			6,749			—			6,749
Corporate overhead		—			1,519			763			—			2,282			—			2,282
Leased land and facilities		—			3,715			1,881			(943	)		4,653			—			4,653
Depreciation and amortization		—			5,490			1,125			—			6,615			—			6,615
Write off of fixed assets, deposits and other costs related to abandoned acquisitions		—			(13	)		92			—			79			—			79
Total operating expenses		—			79,644			17,758			(943	)		96,459			—			96,459
Income from operations		—			15,752			9,706			—			25,458			—			25,458
Other Income (Expense):
Interest income		—			100			13			—			113			—			113
Interest expense		—			(907	)		(2	)		—			(909	)		—			(909	)
Total other income (expense)		—			(807	)		11			—			(796	)		—			(796	)
Income before minority interest		—			14,945			9,717			—			24,662			—			24,662
Minority interest in net income of consolidated subsidiary		7,620			—			—			—			—			(11,493	)		(3,873	)
Income (loss) from continuing operations		7,620			14,945			9,717			—			24,662			(11,493	)		20,789
Discontinued operations, casinos to be transferred		(2,869	)		—			—			—			—			—			(2,869	)
Net income (loss)	$	4,751		$	14,945		$	9,717		$	—		$	24,662		$	(11,493	)	$	17,920

F-56

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

For the year ending December 31, 2004:

							Non-
				Guarantors			Guarantor					TE			TCR			TCR
	TCR			Subsidiaries			Subsidiary			Elims.		Total			Elims.			Total
Cash flows from operating activities	$	3,223		$	16,469		$	11,100		$	—	$	27,569		$	(7,620	)	$	23,172
Cash Flows From Investing Activities:
Additions to property and equipment		(476	)		(11,688	)		(1,297	)		—		(12,985	)		—			(13,461	)
Deposits on pending acquisition		(5,521	)		(1,080	)		—			—		(1,080	)		—			(6,601	)
Other cash flows from investing activities		(2,080	)		(1,091	)		104			—		(987	)		3,098			31
Net cash used in investing activities		(8,077	)		(13,859	)		(1,193	)		—		(15,052	)		3,098			(20,031	)
Cash Flows From Financing Activities:		4,214			2,940			(11,000	)		—		(8,060	)		4,520			674
Net increase in cash and cash equivalents		(640	)		5,550			(1,093	)		—		4,457			(2	)		3,815
Cash and cash equivalents, beginning of year		1,490			16,734			5,150			—		21,884			—			23,374
Cash and cash equivalents, end of year	$	850		$	22,284		$	4,057		$	—	$	26,341		$	(2	)	$	27,189

14.   SUBSEQUENT EVENTS — ACQUISITIONS AND FINANCINGS

On January 3, 2007, the Company closed on the acquisition of Aztar described in Note 2. In connection with this acquisition, TCR contributed its interests in Laughlin, Greenville, SLRE, Horizon, MontBleu and Baton Rouge to TE; TCR made a capital contribution to TE of $465.4 million; TCR applied funds on deposit of $319.8 million (which was part of its capital contribution to TE) to the purchase; TCR borrowed an additional $144 million from Holdings (which was also part of its capital contribution to TE); TE borrowed $1,970 million under two Senior Credit Facilities (described below); TE distributed $196.9 million to TCR to pay off amounts outstanding under TCR’s existing Credit Facility and applied funds held in escrow from the Senior Subordinated Notes (see Note 7) to the purchase of Aztar. TE simultaneously distributed to TCR its ownership in Aztar’s Caruthersville, MO casino operation. TE paid off Aztar’s existing debt of $737.9 million (including prepayment premiums), retired Aztar’s common and preferred stock for $2.106 billion (including payments to redeem outstanding stock options), and incurred other acquisition costs which totaled approximately $160 million.

On January 3, 2007, TE, in connection with the Aztar acquisition described above, entered into a Senior Credit Facility comprised of a $1,530 million senior secured term loan and a $180 million senior secured revolving credit facility. Interest on the Loan is at either a LIBOR Rate Option or an Alternative Rate Option, at TE’s option. The Loan matures in January of 2012 and quarterly principal payment of $3.825 million commenced on March 31, 2007. The Loan is secured by guarantees of TE’s direct subsidiaries, Realty, Vicksburg and JMBS, security interests in all of TE’s and the guarantors’ tangible and

F-57

TROPICANA CASINOS AND RESORTS, INC.
(fka WIMAR TAHOE CORPORATION) AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

intangible assets, including a pledge of all equity interests in TE and the guarantors; and a guarantee of CSC to the extent that the revolving facility exceeds $100 million with the guarantee not to exceed $80 million.

On January 3, 2007, a subsidiary of TE, which will own the Las Vegas operation of Aztar, entered into a Senior Secured Term Loan (the “Las Vegas Term Loan”) for $440.0 million. The Las Vegas Term Loan matures in June 2008, interest is due quarterly at either a LIBOR Rate option or an Alternative Rate Option, and is secured by a security interest in all the assets of the Aztar Las Vegas operation and a guarantee of the Aztar Las Vegas subsidiary.

On April 20, 2006, CP St. Louis Casino, LLC (St. Louis Casino), an affiliate of the Company, entered into an agreement to acquire Casino Queen, which owns and operates a river boat casino in East St. Louis, IL, for approximately $200 million. In connection with this proposed acquisition, St. Louis Casino deposited $10 million into an escrow account for the purchase and borrowed $10 million from Holdings. On January 3, 2007, the Company’s sole shareholder contributed 100% of the equity interest in St. Louis Casino to the Company, which in turn transferred its interest in St. Louis Casino to TE. On February 28, 2007, the acquisition agreement terminated. Costs related to the acquisition incurred by the Company prior to December 31, 2006, which totaled $457, were expensed during 2006.

F-58

Report of Independent Auditors

To the Members of

Argosy of Baton Rouge

We have audited the accompanying consolidated balance sheet of Argosy of Baton Rouge as of December 31, 2004 and the related consolidated statements of income, changes in stockholders’ equity (deficit), and cash flows for the year then ended and the consolidated statements of income, changes in stockholder’s equity (deficit) for the period January 1, 2005 to October 24, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Argosy of Baton Rouge at December 31, 2004, and the results of its operations and its cash flows for the year ended December 31, 2004 and results of its operations and its cash flows for the period January 1, 2005 to October 24, 2005, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Cincinnati, Ohio

May 18, 2007

F-59

ARGOSY OF BATON ROUGE

CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2004
(In thousands)

ASSETS
Current Assets:
Cash and cash equivalents	$	6,850
Accounts receivable		518
Inventories		170
Prepaid expenses and other assets		344
Total current assets		7,882
Property and Equipment — Net		89,885
Goodwill		19,930
Other Assets		125
Total Assets	$	117,822
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,135
Accrued payroll and related expenses		2,474
Accrued income taxes		2,581
Amounts due to affiliates		4,873
Other accrued liabilities		5,253
Notes payable current — related party		762
Total current liabilities		17,078
Long-term debt — related party		97,839
Long-term debt — other		1,703
Deferred income taxes		5,989
Other long-term obligations		56
Total liabilities		122,665
Stockholders’ Equity (Deficit)		(4,843	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	117,822

The accompanying notes are an integral part of the consolidated financial statements.

F-60

ARGOSY OF BATON ROUGE

CONSOLIDATED STATEMENTS OF INCOME

(In thousands)

				For the Period
	For The Year Ended			January 1, 2005 to
	December 31, 2004			October 24, 2005
Operating Revenues:
Casino	$	82,940		$	80,719
Rooms		6,298			7,586
Food and beverage		6,564			7,845
Other casino and hotel revenue		1,511			1,586
Total operating revenues		97,313			97,736
Less promotional allowances		(12,074	)		(10,704	)
Net operating revenues		85,239			87,032
Operating Expenses:
Casino		15,347			13,629
Rooms		2,647			2,735
Food and beverage		6,841			7,837
Utilities		1,754			1,740
Repairs and maintenance		1,430			1,397
Insurance		2,248			1,474
Marketing, advertising and casino promotion		5,494			3,790
Property and local taxes		1,761			1,081
Gaming taxes and licenses		21,096			20,418
Administrative and general		6,248			5,246
Other operating expenses		—			16
Leased land and facilities		2,098			2,246
Depreciation and amortization		8,923			8,154
Total operating expenses		75,887			69,763
Income from Operations		9,352			17,269
Other Income (Expenses):
Interest income		23			62
Interest expense		(522	)		(285	)
Total other expense		(499	)		(223	)
Income Before Income Taxes		8,853			17,046
Income Taxes		(4,449	)		(5,969	)
Net Income	$	4,404		$	11,077

The accompanying notes are an integral part of the consolidated financial statements.

F-61

ARGOSY OF BATON ROUGE

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM JANUARY 1, 2004 TO OCTOBER 24, 2005
(In thousands)

	Common		Retained
	Stock		Earnings			Total
Balance, January 1, 2004	$	1	$	(9,417	)	$	(9,416	)
Stockholders’ contributions 2004				169			169
Net income 2004		—		4,404			4,404
Balance, December 31, 2004		1		(4,844	)		(4,843	)
Net income through October 24, 2005		—		11,077			11,077
Balance, October 24, 2005	$	1	$	6,233		$	6,234

The accompanying notes are an integral part of the consolidated financial statements.

F-62

ARGOSY OF BATON ROUGE

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

				For the Period
	For The Year Ended			January 1, 2005 to
	December 31, 2004			October 24, 2005
Cash Flows from Operating Activities:
Net income	$	4,404		$	11,077
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,923			8,154
Deferred taxes		1,812			259
Changes in current assets and current liabilities:
Accounts receivable		314			(678	)
Inventories, prepaids and other assets		(61	)		(182	)
Accounts payable, accrued expenses and other liabilities		3,354			4,177
Net cash provided by operating activities		18,746			22,807
Cash Flows from Investing Activities:
Additions to property and equipment		(5,302	)		(4,996	)
Net cash used in investing activities		(5,302	)		(4,996	)
Cash Flows from Financing Activities:
Repayments on long-term debt		(9,105	)		(29	)
Stockholders’ contributions		169			—
Payments to related parties — Argosy		(3,966	)		(17,218	)
Net cash used in financing activities		(12,902	)		(17,247	)
Net Increase in Cash and Cash Equivalents		542			564
Cash and Cash Equivalents, Beginning of Period		6,308			6,850
Cash and Cash Equivalents, End of Period	$	6,850		$	7,414

The accompanying notes are an integral part of the consolidated financial statements.

F-63

ARGOSY OF BATON ROUGE

Notes to Consolidated Financial Statements

for the Year Ending December 31, 2004 and the Period January 1, 2005 to October 24, 2005

(In thousands)

1.   ORGANIZATION

These financial statements include the operations of Argosy of Louisiana, Inc. (“ALI”), Jazz Enterprises, Inc. (“Jazz”), and Centroplex Centre Convention Hotel, L.L.C. (“CCCH”) which are all wholly owned subsidiaries of Argosy Gaming Company (“Argosy”) and represent all of Argosy’s business operations in Baton Rouge, Louisiana and are referred to collectively as the “Company”. ALI and Jazz own all of the partnership interests of Catfish Queen Partnership in Comendam (“Catfish”), which owns and operates the Argosy Casino Baton Rouge. CCCH owns and operates the 300-room Sheraton Hotel Baton Rouge. On October 24, 2005, Argosy sold all of its ownership interests in ALI, Jazz, and CCCH to CP Baton Rouge Casino, LLC (“CPBR”), a subsidiary of Tropicana Casino & Resorts (“TCR”), f.k.a. Wimar Tahoe Corporation, for approximately $149.7 million. These financial statements present the consolidated operations of the Company for the year ending December 31, 2004 and the period January 1, 2005 to October 24, 2005. All intercompany balances and transactions have been eliminated in consolidation.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of management’s estimates and assumptions that affect the reported amount of revenues and expenses. Actual results could differ from these estimates. Amounts are presented in thousands of dollars unless indicated otherwise.

Cash and Cash Equivalents — Cash and cash equivalents include cash, certificates of deposit, money market funds and other highly liquid investments with maturities at date of purchase of three months or less.

Accounts Receivable — Accounts receivables, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions.

Property and Equipment — Depreciation and amortization are computed over the estimated useful lives of the property and equipment on the straight-line method. Estimated useful lives for property and equipment in service range from 15 to 20 years for riverboats, dock and improvements and 3 to 10 years for equipment. Leasehold improvements are amortized over the lesser of the term of the lease or the useful life of the asset.

Routine maintenance and repairs are charged to expense as incurred. The cost and related accumulated depreciation of property and equipment retired or sold are removed from the accounts, and the resulting gain or loss is included in operations.

Management reviews hotel and casino assets for impairment whenever events or changes in circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate, plus the assets’ residual value to the carrying amount of the assets. If the operation is determined to be unable to recover the carrying amount of its assets, then the hotel and casino assets are written down to fair value. Fair value is determined based on discounted cash flows. As of October 24, 2005, management does not believe any assets have been impaired.

F-64

ARGOSY OF BATON ROUGE

Notes to Consolidated Financial Statements — (Continued)

for the Year Ending December 31, 2004 and the Period January 1, 2005 to October 24, 2005

SFAS No. 143, Accounting for Asset Retirement Obligations, and FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47), issued in March 2005, address financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement cost. SFAS No. 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. The Company currently has no material legal obligation related to its retirement of long-lived assets. If in the future the Company should have such legal obligation, SFAS No. 143 and FIN 47 require that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The liability is discounted and accretion expense is recognized using the credit-adjusted risk-free interest rate in effect when the liability was initially recognized.

Goodwill and Intangible Assets — Goodwill represents the excess of purchase price over net assets acquired. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, goodwill is not amortized. Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

When testing goodwill and intangible assets with indefinite lives for impairment, the Company uses the income approach, which includes an analysis of the market, cash flows, and risks associated with achieving such cash flows. The income approach focuses on the income producing capability of the existing hotel/casino and best represents the present value of the future economic benefits expected to be derived. Significant assumptions used in the impairment test included earnings before interest, income taxes, depreciation and amortization (“EBITDA”) projections, working capital requirements, and the discount rate.

Deferred Charges and Other Assets — The Company entered into a License Agreement with The Sheraton Corporation (Sheraton) in connection with its hotel operations in Baton Rouge, LA. The agreement provides for the Company’s use of the Sheraton name, reservation system, operating methods, training, and sales and marketing programs. The Company pays Sheraton various fees, some of which are based on sales volume. The agreement expires in 2025. The initial fees paid by the Company to Sheraton were capitalized and are amortized on a straight-line method from the effective date of the license agreement.

Casino and Other Revenue and Promotional Allowances — The Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Rooms, food and beverage and other casino and hotel revenue are recognized as earned, which is at the time the goods or services are provided. The retail value of accommodations, food and beverage, and other services provided to customers without charge are included in operating revenue and then charged to promotional allowances. Promotional allowances which included “cash back” awards (cash coupons, rebates or refunds), totaled $12,074 in 2004 and $10,704 for the period ended October 24, 2005.

Employee Benefit Plan — The Company participates in the Argosy Gaming Company Employee Savings Plan and Trust, a 401(k) defined contribution plan which covers substantially all of its full-time employees. Participants may contribute a portion of their eligible salaries (as defined) subject to maximum limits, as determined by provisions of the Internal Revenue Code. The Company will match a portion of the participants’ contributions in an amount determined annually by the Company. Expense recognized by the Company under the Plan was $223 in 2004 and $185 for the period January 1, 2005 to October 25, 2005.

F-65

ARGOSY OF BATON ROUGE

Notes to Consolidated Financial Statements — (Continued)

for the Year Ending December 31, 2004 and the Period January 1, 2005 to October 24, 2005

Insurance Program — The Company participates in Argosy’s property, general liability, workers compensation and other insurance programs. The Company’s estimated share of these costs, which is allocated directly to the Company by Argosy, was $2,248 in 2004 and $1,474 for the period January 1, 2005 to October 24, 2005.

Customer Loyalty Program — The Company provides certain customer loyalty programs which reward customers for gaming play. Under the programs customers are able to accumulate points which may be redeemed in the future, subject to certain limitations and the terms of the individual casino programs, for cash, goods and services. For points that may be redeemed for cash, the Company accrues this cost, after consideration of estimated redemption rates, as they are earned. The cost is recorded as promotional allowances. For points that may be redeemed for goods or services, the Company estimates the cost and accrues for this expense as the points are earned from gaming play and are recorded as casino expense. The estimated cost is based on estimates and assumptions regarding marginal costs of the goods and services, redemption rates and the mix of goods and services for which the points will be redeemed.

Advertising — Costs for advertising are expensed as incurred.

Income taxes — Deferred taxes are recognized for the expected future tax consequences of events that have been included in the financial statements or income tax returns. Deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Contingencies — In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases and sales of casinos; (ii) leases of real estate; (iii) franchise license agreements (iv) and certain lending agreements. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements; (ii) landlords in lease contracts (iii) franchisors or licensors of hotel brands and (iv) lenders under borrowing transactions. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement. There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under some of these guarantees, however, most purchase and sale agreements have stated maximum liabilities. The Company is unable to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords and franchisors against third party claims for the use of real estate property leased or the brands licensed by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

3.   RELATED PARTY TRANSACTIONS

The Company participates in various insurance programs sponsored by Argosy, see Note 2 — Insurance Program for further details. The Company also participates in Argosy’s retirement program for its employees. See Note 2 — Retirement Plans for further details.

Argosy has issued $550 million Senior Secured Subordinated Notes (“Subordinated Notes”) and entered into a five-year, $675 million Senior Secured revolving bank credit agreement, including a

F-66

ARGOSY OF BATON ROUGE

Notes to Consolidated Financial Statements — (Continued)

for the Year Ending December 31, 2004 and the Period January 1, 2005 to October 24, 2005

$175 million Term Loan (“Credit Facility”). Prior to the acquisition by CPBR, the Company was a guarantor under the Credit Facility and the borrowings were secured by substantially all of the assets of the Company. The Company was a guarantor under the terms of the Subordinated Notes. The Subordinated Notes rank junior to all of the senior indebtedness of Argosy, including borrowings under the Credit Facility.

4.   INCOME TAXES

The provision for income taxes is comprised of:

	2004		2005
Current:
Federal	$	2,307	$	5,008
State		330		702
Total current tax expense		2,637		5,710
Deferred:
Federal		1,586		227
State		226		32
Total deferred tax expense		1,812		259
Total income tax expense	$	4,449	$	5,969

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or income tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The Company’s deferred tax liability relates primarily to the use of accelerated depreciation for tax purposes. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date

The consolidated Company’s effective income tax rate was 50.3% and 41.8% for the year ended December 31, 2004 and the period January 1, 2005 through October 24, 2005, compared to the U.S. statutory rate of 35.0%. A reconciliation of the statutory federal income tax rate to the effective income tax rate is as follows:

	2004			2005
Statutory federal income tax rate		35.0	%		35.0	%
State and local — net of federal benefit		5.0			5.0
Other — flow through entity loss		10.3			1.8
Effective income tax rate		50.3	%		41.8	%

CCCH is a single member LLC owned by Argosy. As an LLC the tax attributes pass through to its member and as a result, no income tax benefit is provided for in these financial statements.

5.   LEASE COMMITMENTS

Rent expense charged to operations amounted to $2,098 in 2004 and $2,246 for 2005. The Company has various short-term operating equipment and space leases. The Company leases land and building related to its Baton Rouge, LA hotel and casino operation. The leases provide for fixed monthly rental of $22,

F-67

ARGOSY OF BATON ROUGE

Notes to Consolidated Financial Statements — (Continued)

for the Year Ending December 31, 2004 and the Period January 1, 2005 to October 24, 2005

subject to re-evaluation every five years based on changes in the consumer price index. The current lease terms expire in 2012, and the leases have options to extend the term for up to an additional seventy years.

Future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year are as follows:

Period Ended December 31
2006	$	298
2007		298
2008		285
2009		259
2010		259
Thereafter		330

F-68

Report of Independent Registered Public Accounting Firm

Desert Palace, Inc.:

We have audited the statement of direct revenues and expenses of Desert Palace, Inc. (the “Company”), a company previously owned by Caesars Entertainment, Inc. (“Caesars”) and acquired by an affiliate of Columbia Sussex Corporation (“Columbia Sussex”) pursuant to an agreement between Caesars and Columbia Sussex dated November 19, 2004, as described in Note 1, for the period from January 1, 2005 though June 10, 2005. This statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of these statements. We believe that our audit provide a reasonable basis for our opinion.

The accompanying financial statement has been prepared from the separate records maintained by the Company and may not necessarily be indicative of the results of operations if the Company had been operated as an unaffiliated company. Portions of certain expenses represent charges and allocations made from home-office items applicable to Caesars Entertainment, Inc. as a whole or transactions with other wholly-owned subsidiaries of Caesars Entertainment, Inc., most of which are transacted at amounts that approximate “cost” rather than market rates for similar transactions with companies outside the controlled group.

In our opinion, the statement referred to above presents fairly, in all material respects, the direct revenues and expenses of the Company for the period from January 1, 2005 though June 10, 2005, pursuant to the agreement described in Note 1, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

July 13, 2007

F-69

DESERT PALACE, INC.
(A Wholly-Owned Indirect Subsidiary of Caesars Entertainment, Inc.)

STATEMENT OF DIRECT REVENUES AND EXPENSES FOR
THE PERIOD FROM JANUARY 1, 2005 THROUGH JUNE 10, 2005

	Period from
	January 1,
	2005
	through
	June 10,
	2005
Operating Revenues
Casino	$	16,312
Rooms		4,963
Food and beverage		5,416
Other revenue		2,650
Total operating revenues		29,341
Operating Expenses
Casino		11,178
Rooms		1,521
Food and beverage		5,367
Other expense		3,287
General and administrative		12,804
Management fee to parent		938
Depreciation and amortization		2,063
Total operating expenses		37,158
Operating expense in excess of operating revenue	$	(7,817	)

See notes to financial statements.

F-70

DESERT PALACE, INC.
(A Wholly-Owned Indirect Subsidiary of Caesars Entertainment, Inc.)

Notes to Statement of Direct Revenues and Expenses Period from January 1, 2005
through June 10, 2005

1.   BASIS OF PRESENTATION AND OPERATIONS

The accompanying financial statement presents the direct revenues and expenses of the Caesars Tahoe Hotel and Casino (“Caesars Tahoe”) which was owned by Desert Palace, Inc. (the “Company”). The Company is a wholly-owned indirect subsidiary of Caesars Entertainment, Inc. (the “Parent”). The accompanying financial statement has been prepared from the separate records maintained for Caesars Tahoe and may not necessarily be indicative of the conditions that would have existed or the results of operations if Caesars Tahoe had been operated as a stand alone company.

Caesars Tahoe is a hotel and casino located on the south shore of Lake Tahoe in Stateline, Nevada. Caesars Tahoe occupies approximately 21 acres and features 440 guest rooms and suites, a 42,000 square foot casino, five restaurants, a nightclub, a 1,500-seat showroom, a health spa, and approximately 16,000 square feet of meeting space. Caesars Tahoe benefits from the scenic beauty of the Lake Tahoe region and the many recreational facilities and activities in the area. Caesars Tahoe draws a significant portion of its customers from the northern California area.

On November 19, 2004, the Parent entered into a definitive agreement to sell substantially all of the assets and certain liabilities of the Caesars Tahoe to an affiliate of Columbia Sussex Corporation (“Columbia Sussex”), a hotel, resort and casino operator based in Crestview Hills, Kentucky, for approximately $45,000,000. The transaction closed on June 10, 2005.

Under the terms of the agreement, Columbia Sussex purchased most of the assets of the Company and assumed certain related liabilities, which comprised the operations of Caesars Tahoe. The aggregate consideration was adjusted for changes in net working capital. In addition, certain gaming devices leased from a wholly-owned subsidiary of Parent (as discussed in Note 3) were included in the assets sold to Columbia Sussex.

On June 13, 2005, Harrah’s Entertainment, Inc. acquired the Parent (see Note 5).

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable.

The Company extends credit to certain customers following an evaluation of the creditworthiness of the individual or entity. The Company maintains an allowance for doubtful accounts to reduce the accounts receivable to their estimated collectible amount. As of June 10, 2005, management believes that there are no concentrations of credit risk for which an allowance has not been established and recorded. The collectibility of foreign and domestic accounts receivable could be affected by future economic or other significant events in the United States or in the countries in which such foreign customers reside.

Self-Insurance — The Company is self-insured for various levels of general liability, workers’ compensation, and non-union employee medical and life insurance coverage. Self-insurance reserves are estimated based on the Company’s claims experience.

Revenue Recognition — Casino revenue is derived primarily from patrons wagering on slot machines, table games and other gaming activities. Table games generally include Blackjack or Twenty One, Craps, Baccarat and Roulette. Other gaming activities include Keno and Race and Sports. Casino revenue is defined as the win from gaming activities, computed as the difference between gaming wins and losses, not the total amounts wagered. Casino revenue is recognized at the end of each gaming day.

F-71

DESERT PALACE, INC.

(A Wholly-Owned Indirect Subsidiary of Caesars Entertainment, Inc.)

Notes to Statement of Direct Revenues and Expenses Period from January 1, 2005
through June 10, 2005 — (Continued)

Rooms revenue is derived from rooms and suites rented to guests. Rooms revenue is recognized at the time the room is provided to the guest.

Food and beverage revenues are derived from food and beverage sales in the food outlets of the casino and hotel, including restaurants, room service and banquets. Food and beverage revenue is recognized at the time the food and/or beverage is provided to the guest.

Other revenue includes retail sales, entertainment sales, telephone, and other miscellaneous income at the casino and hotel.

The revenue components presented in the statement of direct revenues and expenses exclude the retail value of rooms, food and beverage, and other goods or services provided to customers on a complimentary basis. Complimentary revenues which have been excluded from the accompanying statement are as follows:

	(In thousands)
Rooms	$	1,692
Food and beverage		2,263
Other revenue		467
Total complimentary revenues	$	4,422

The estimated departmental costs of providing these complimentaries are classified in the statement of direct revenues and expenses as an expense of the department issuing the complimentary, primarily the casino department, and are as follows:

	(In thousands)
Rooms	$	516
Food and beverage		2,130
Other expenses		622
Total complimentary revenues	$	3,268

Property and Equipment — Costs of normal repairs and maintenance are charged to expense as incurred. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation are removed from the respective accounts, and the resulting gain or loss, if any, is included in the statement of direct revenues and expenses.

Depreciation is provided on a straight-line basis over the estimated useful life of the assets. Leasehold improvements are amortized over the shorter of the asset life or lease term. The service lives of assets are generally 30 to 40 years for buildings and riverboats and 3 to 10 years for furniture and equipment.

The carrying values of the Company’s assets are reviewed when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Asset impairment is determined to exist if estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount. Assets are grouped at the property level when estimating future cash flows for determining whether an asset has been impaired. If it is determined that an impairment has occurred, then an impairment loss is recognized in the statement of direct revenues and expenses.

Income Taxes — Caesars Tahoe is not a legal entity subject to federal or state income taxes. The Company is included in the consolidated federal income tax return of the Parent. Accordingly, the current federal tax liability or benefit resulting from the taxable income or loss generated by the Company and

F-72

DESERT PALACE, INC.

(A Wholly-Owned Indirect Subsidiary of Caesars Entertainment, Inc.)

Notes to Statement of Direct Revenues and Expenses Period from January 1, 2005
through June 10, 2005 — (Continued)

Caesars Tahoe is recognized by Parent in its consolidated federal tax return; however, no allocation for taxes is recorded on the Caesars Tahoe’s statement of direct revenues and expenses.

Use of Estimates — The preparation of the financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of operating revenue and operating expenses during the reporting period. Actual results could differ from those estimates.

3.   RELATED PARTY TRANSACTIONS

Caesars Tahoe has ongoing related party transactions with the Company and Parent and certain other wholly-owned subsidiaries of the Parent, most of which are transacted at amounts which approximate “cost” rather than market rates for similar transactions with companies outside the controlled group. Some examples of these transactions are employee benefit plans, insurance coverage, advertising, support services, and construction project management.

Caesars Tahoe also leases gaming devices from a wholly-owned subsidiary of Parent. Lease expense for such gaming devices pursuant to these lease agreements totaled approximately $612,000 for the period ended June 10, 2005.

The Parent receives a management fee for services provided to Caesars Tahoe that is based upon certain operating results. The services provided to Caesars Tahoe include centralized information technology, internal audit, risk management, legal and other administrative functions. The fee charged totaled approximately $938,000 for the period ended June 10, 2005.

4.   COMMITMENTS AND CONTINGENCIES

Litigation — Caesars Tahoe and the Company are involved in various legal proceedings relating to its business. Caesars Tahoe and the Company believe that all the actions brought against it are without merit and will continue to vigorously defend against them. While any proceeding or litigation has an element of uncertainty, Caesars Tahoe and the Company believe that the final outcome of these matters is not likely to have a material adverse effect upon the results of operations of Caesars Tahoe.

5.   SUBSEQUENT EVENT

On June 13, 2005, Harrah’s Entertainment, Inc. completed its acquisition of the outstanding shares of Parent. Under the terms of the purchase agreement, the Parent’s shareholders were to receive either $17.75 in cash or 0.3247 shares of Harrah’s common stock for each outstanding share of the Parent’s common stock, subject to limitations on the aggregate amount of cash to be paid and shares of stock to be issued. Parent’s shareholders were able to elect to receive solely shares of Harrah’s common stock or cash, to the extent available pursuant to the terms of the purchase agreement.

F-73

CP LAUGHLIN REALTY, LLC

CONDENSED BALANCE SHEETS
(In thousands)

	December 31,			June 30,
	2006			2007
	Audited			Unaudited
Current Assets:
Cash and cash equivalents	$	209		$	209
Deferred rent — current portion		1,093			1,093
Amount due from related parties		2,125			4,675
Total current assets		3,427			5,977
Property and equipment — net		21,586			20,980
Deferred rent, net of current portion		820			273
Intangible assets — net		333			308
Total Assets	$	26,166		$	27,538
Current Liabilities:
Current portion, long-term debt	$	2,000		$	—
Amounts due to related parties		1,179			1,789
Total current liabilities		3,179			1,789
Long-term debt, net of current portion		193,629			—
Long-term loan from affiliate		—			15,750
Total liabilities		196,808			17,539
Members’ Equity (Deficit)		(170,642	)		9,999
Total Liabilities and Members’ Equity	$	26,166		$	27,538

The accompanying notes are an integral part of the financial statements.

F-74

CP LAUGHLIN REALTY, LLC

CONDENSED STATEMENTS OF INCOME

(In thousands)

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2006			2007		2006			2007
	(Unaudited)
Operating Revenue:
Rental income — related party	$	1,002		$	1,002	$	2,004		$	2,004
Operating Expenses:
Depreciation and amortization		433			314		637			631
Income from Operations		569			688		1,367			1,373
Interest expense		3,738			308		7,466			725
Interest allocated to co-borrower		(3,439	)		—		(6,877	)		(115	)
Net interest expense		299			308		589			610
Net Income	$	270		$	380	$	778		$	763

The accompanying notes are an integral part of the financial statements.

F-75

CP LAUGHLIN REALTY, LLC

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Six Months Ended June 30,
	2006			2007
	(Unaudited)
Cash Flows from Operating Activities:
Net income	$	778		$	763
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		637			631
Decrease in deferred rent		546			547
Net cash provided by operating activities		1,961			1,941
Cash Flows from Financing Activities:
Repayment of debt		—			(15,750	)
Distribution to member		(900	)		—
Loan from affiliate		—			15,750
Advances to related parties		(1,961	)		(1,941	)
Net cash used in financing activities		(2,861	)		(1,941	)
Net decrease in cash and cash equivalents		(900	)		—
Cash and cash equivalents, beginning of period		1,784			209
Cash and cash equivalents, end of period	$	884		$	209

The accompanying notes are an integral part of the financial statements.

F-76

CP LAUGHLIN REALTY, LLC

Notes to Condensed Financial Statements
Quarter and Six Months Ended June 30, 2007
(In thousands, except where noted otherwise)
(Unaudited)

1.   ORGANIZATION

CP Laughlin Realty, LLC (“Realty” or the “Company”) was formed on August 1, 2003 for the purpose of acquiring and leasing to Columbia Properties Laughlin, LLC (“Laughlin”) the non-gaming assets of the 1,003-room River Palms Hotel and Casino in Laughlin, Nevada (“Hotel and Casino”). Realty commenced operations on September 9, 2003, when the Hotel and Casino was acquired. Laughlin is an affiliate of Realty due to common control of their respective parent entities. Laughlin operates the Hotel and Casino and owns all gaming related equipment and certain other non-gaming equipment. Realty is a wholly owned subsidiary of CSC Holdings, LLC, a subsidiary of Columbia Sussex Corporation (“CSC”). The Company is a co-guarantor under certain financing obligations of an affiliated company.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of management’s estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates. Amounts are presented in thousands of dollars unless indicated otherwise.

Interim Unaudited Information — The accompanying interim financial statements as of June 30, 2007 and for the three month and six month periods ended June 30, 2006 and 2007 and related disclosures in the accompanying notes have not been audited. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations and therefore do not include all information and notes necessary for the presentation of financial position, results of operations and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been included to present fairly, in all material respects, the financial position of the Company as of June 30, 2007 and the results of its operations for the three month and six month periods ended June 30, 2006 and 2007 and its cash flows for the six months ended June 30, 2006 and 2007. Operating results for the three month and six month periods ended June 30, 2007 should be read in conjunction with the audited financial statements and the notes for the year ended December 31, 2006.

Income Taxes — Realty is a pass through entity for Federal and State income tax purposes. As a pass through entity, the tax attributes pass through to its members, who then owe any related income taxes. As a result, the accompanying statements of income show no income tax expense or benefit.

Recently Issued Accounting and Reporting Standards

Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”) — In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value in GAAP and expands disclosures about fair value measurements. This Statement will be effective for the Company beginning January 1, 2008. The Company has not yet determined the effect, if any, SFAS No. 157 will have on its financial statements.

F-77

CP LAUGHLIN REALTY, LLC

Notes to Condensed Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

3.   PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	December 31,			June 30,
	2006			2007
	Audited			Unaudited
Buildings	$	15,264		$	15,264
Equipment		4,988			4,988
		20,252			20,252
Less accumulated depreciation		(3,666	)		(4,272	)
		16,586			15,980
Land		5,000			5,000
Property and equipment, net	$	21,586		$	20,980

4.   INTANGIBLE ASSETS

The Company’s management determined the fair value of the trade name at the time of acquisition was $500 based on estimated future cash flows under the lease agreement with Laughlin. This is the Company’s only intangible asset. Amortization of the intangible asset is computed on a straight-line basis over ten years, the estimated useful life. Management periodically assesses the amortization period of the intangible asset based upon an estimate of future cash flows from related operations. Amortization expense was $25 for the six months ended June 30, 2006 and 2007.

Intangible assets consist of the following:

	December 31,			June 30,
	2006			2007
	Audited			Unaudited
Trade name	$	500		$	500
Accumulated amortization		(167	)		(192	)
	$	333		$	308

The Company’s estimate of future amortization expense related to the amortizable intangible asset is as follows:

2007 (six months)	$	25
2008		50
2009		50
2010		50
2011		50
Thereafter		83
	$	308

F-78

CP LAUGHLIN REALTY, LLC

Notes to Condensed Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

5.   LONG-TERM DEBT:

Long-term debt consists of the following:

	December 31,			June 30,
	2006			2007
	Audited			Unaudited
Credit Facility, Term Loan A due 2010	$	96,879		$	—
Credit Facility, Term Loan B due 2011		98,750			—
		195,629			—
Less current portion of term loan		(2,000	)		—
Total long-term debt	$	193,629		$	—

During 2005, the Company and certain other co-borrower affiliated companies including Laughlin and Tropicana Casino & Resorts (“TCR”) f.k.a. Wimar Tahoe Corporation (“WTC”), a company controlled by the managing member of the Company, borrowed a total of $200,000 under a Credit Facility which provided for a Term Loan A borrowing of $100,000 for the purchase of two casinos owned by TCR, retirement of existing debt, financing costs and other corporate purposes, and a Term Loan B borrowing of $100,000 for the purchase of another casino owned by TCR and financing costs. The Company’s allocated portion of Term Loan A is $15,750 which equaled the amount of its debt that was refinanced. However, since the Company was a co-borrower under the Credit Facility, the entire outstanding balance has been recorded as long-term debt with an adjustment to member’s equity. The Credit Facility also provided for a Revolving Loan of up to $50,000, none of which was drawn at December 31, 2006. Term Loan A and B were repaid January 3, 2007 with the proceeds of the borrowings described in Note 6 below. At the time of repayment an adjustment to member’s equity of $179,879 was recorded to reflect TCR’s repayment of Term Loan A and B.

In connection with the repayment of its allocated portion of Term Loan A, the Company borrowed $15,750 from Tropicana Entertainment, LLC an affiliated entity on January 3, 2007. The loan matures on January 3, 2009 and accrues interest at the thirty-day LIBOR rate plus 2.5%. No principal payments are due until maturity.

6.   GUARANTEE AGREEMENT

The Company is a co-guarantor under certain long-term debt obligations of Tropicana Entertainment LLC (“TE”), an affiliated entity. The Company and TE are affiliated through common ownership. In December 2006, TE issued $960,000 of 9.625% Senior Subordinated Notes (the “Notes”) and in January 2007, entered into a Senior Credit Facility comprised of a $1,530,000 senior secured term loan (“Loan”) and a $180,000 senior secured revolving credit facility (“Revolver”), all of which are guaranteed jointly and severally by certain subsidiaries of TE, JMBS Casino LLC (“JMBS”), Columbia Properties Vicksburg LLC (“Vicksburg”), and the Company (collectively the “Guarantor Entities”). In the event of non-performance by TE under the Notes and/or Loan agreement, the Guarantor Entities would be obligated to make necessary payments of principal and interest then due, on behalf of TE. The Company’s potential obligation under this agreement is ultimately limited to a pro-rata share of any total payment due under the Notes and Loan agreements, based on the ratio of its net assets to the total net assets of the Guarantor Entities at that time. As of June 30, 2007, TE reported $960,000 and $1,340,269 outstanding on the Notes and Loan obligations, respectively.

F-79

Report of Independent Registered Public Accounting Firm

To the Member of
CP Laughlin Realty, LLC

We have audited the accompanying balance sheets of CP Laughlin Realty, LLC as of December 31, 2006 and 2005, and the related statements of income, changes in member’s equity (deficit), and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CP Laughlin Realty, LLC at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

/s/  Ernst & Young LLP

Cincinnati, Ohio

March 23, 2007

F-80

CP LAUGHLIN REALTY, LLC

BALANCE SHEETS
(In thousands)

	As of December 31,
	2005			2006
Current Assets:
Cash and cash equivalents	$	1,784		$	209
Deferred rent, current portion		1,093			1,093
Amounts due from related party		425			2,125
Total Current Assets		3,302			3,427
Property and Equipment-Net		22,802			21,586
Deferred Rent, Net of Current Portion		1,913			820
Intangible Assets-Net		383			333
Total Assets	$	28,400		$	26,166
Current Liabilities:
Current portion of long-term debt	$	3,871		$	2,000
Accounts payable		9			—
Amounts due to related party		576			1,179
Total Current Liabilities		4,456			3,179
Long-Term Debt, Net of Current Portion		195,629			193,629
Total Liabilities		200,085			196,808
Member’s Deficit		(171,685	)		(170,642	)
Total Liabilities and Member’s Deficit	$	28,400		$	26,166

The accompanying notes are an integral part of the financial statements.

F-81

CP LAUGHLIN REALTY, LLC

STATEMENTS OF INCOME
(In thousands)

	Years Ended December 31,
	2004		2005			2006
Operating Revenues:
Rental income — related party	$	4,007	$	4,007		$	4,007
Operating Expenses:
Guarantee fees — related party		178		84			—
Other		50		—			(9	)
Depreciation and amortization		976		1,268			1,266
Total operating expenses		1,204		1,352			1,257
Income from operations		2,803		2,655			2,750
Interest expense		731		5,437			14,950
Interest allocated to co-borrower		—		(4,406	)		(13,772	)
Net interest expense		731		1,031			1,178
Net income	$	2,072	$	1,624		$	1,572

The accompanying notes are an integral part of the financial statements.

F-82

CP LAUGHLIN REALTY, LLC

STATEMENTS OF CHANGES IN MEMBER’S EQUITY (DEFICIT)
(In thousands)

Balance, January 1, 2004	$	4,792
Net income for 2004		2,072
Contribution from member in 2004		3,926
Balance, December 31, 2004		10,790
Net income for 2005		1,624
Distribution to member in 2005		(349	)
Net equity adjustment for debt under co-borrower arrangement		(183,750	)
Deficit, December 31, 2005		(171,685	)
Net income for 2006		1,572
Distribution to member in 2006		(4,400	)
Net equity adjustment for debt under co-borrower arrangement		3,871
Deficit, December 31, 2006	$	(170,642	)

The accompanying notes are an integral part of the financial statements.

F-83

CP LAUGHLIN REALTY, LLC

STATEMENTS OF CASH FLOWS
(In thousands)

	Years Ended December 31,
	2004			2005			2006
Cash Flows from Operating Activities:
Net income	$	2,072		$	1,624		$	1,572
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,007			1,383			1,266
(Increase) decrease in deferred rent		(2,282	)		267			1,093
Changes in current assets and current liabilities:
Accounts payable, accrued expenses and other liabilities		(81	)		(101	)		(9	)
Net cash provided by operating activities		716			3,173			3,922
Cash Flows from Investing Activities:
Additions to property and equipment		(2,944	)		—			—
Net cash used in investing activities		(2,944	)		—			—
Cash Flows from Financing Activities:
Payments on debt		(750	)		(17,250	)		—
Proceeds from issuance of long-term debt		—			15,750			—
Advances from (repayments to) related parties		(1,147	)		460			(1,097	)
Distribution to member		—			(349	)		(4,400	)
Contributions by member		3,926			—			—
Net cash provided by (used in) financing activities		2,029			(1,389	)		(5,497	)
Net Increase (Decrease) in Cash and Cash Equivalents		(199	)		1,784			(1,575	)
Cash and Cash Equivalents at Beginning of Year		199			—			1,784
Cash and Cash Equivalents at End of Year	$	—		$	1,784		$	209
Supplemental Disclosure — Cash Paid for Interest	$	762		$	965		$	1,178

The accompanying notes are an integral part of the financial statements.

F-84

CP LAUGHLIN REALTY, LLC

Notes to Financial Statements

Years Ended December 31, 2004, 2005 and 2006

(In thousands, except where noted otherwise)

1.   ORGANIZATION

CP Laughlin Realty, LLC (“Realty” or the “Company”) was formed on August 1, 2003 for the purpose of acquiring and leasing to Columbia Properties Laughlin, LLC (“Laughlin”) the non-gaming assets of the 1,003-room River Palms Hotel and Casino in Laughlin, Nevada (“Hotel and Casino”). Realty commenced operations on September 9, 2003, when the Hotel and Casino was acquired. Laughlin is an affiliate of Realty due to common control of their respective parent entities. Laughlin operates the Hotel and Casino and owns any gaming related equipment. Realty is a wholly owned subsidiary of CSC Holdings, LLC, a subsidiary of Columbia Sussex Corporation (“CSC”).

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of management’s estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosures of contingent liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates. Amounts are presented in thousands of dollars unless indicated otherwise.

Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Property and Equipment — Property and equipment are stated at cost. Depreciation and amortization of property and equipment are computed by the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for property and equipment in service range from ten to thirty-five years for building and building components and five to ten years for equipment.

Routine maintenance and repairs are charged to expense as incurred. The cost and related accumulated depreciation of property and equipment retired or sold are removed from the accounts and the resulting gain or loss is included in operations.

Management reviews assets for impairment whenever events or changes in circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate, plus the assets’ residual value to the carrying amount of the assets. If the operation is determined to be unable to recover the carrying amount of its assets, then the assets are written down to fair value. Fair value is determined based on discounted cash flows.

Intangible Assets — Intangible assets represent assets other than goodwill or financial assets, which lack physical substance. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” intangible assets with a definite life are amortized over their useful life. An intangible asset’s useful life is defined as the period over which the asset is expected to contribute directly or indirectly to future cash flows.

The Company’s management determined the fair value of the trade name at the time of acquisition was $500 based on estimated future cash flows under the lease agreement with Laughlin. This is the Company’s only intangible asset. Amortization of the intangible asset is computed on a straight-line basis over ten years, the estimated useful life. Management periodically assesses the amortization period of the intangible asset based upon an estimate of future cash flows from related operations. Amortization expense was $50 in 2004, 2005 and 2006.

F-85

CP LAUGHLIN REALTY, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

Intangible assets consist of the following:

	As of December 31,
	2005			2006
Trade name	$	500		$	500
Accumulated amortization		(117	)		(167	)
	$	383		$	333

The Company’s estimate of future amortization expense related to the amortizable intangible asset is as follows:

2007	$	50
2008		50
2009		50
2010		50
2011		50
Thereafter		83

Revenue Recognition — Rental income is recognized on a straight-line basis over the lease term. See Note 5 for additional information on the Company’s related party lease.

Income Taxes — Realty is a pass through entity for Federal and State income tax purposes. As a pass through entity, the tax attributes pass through to its members, who then owe any related income taxes. As a result, the accompanying statements of income show no income tax expense or benefit. On an aggregate basis, Realty’s reported amounts of assets and liabilities exceed the tax bases by approximately $4,996 and $3,909 at December 31, 2005 and 2006, respectively.

Fair Value of Financial Instruments — The fair value of current assets and liabilities approximates their reported carrying amounts. The fair value of variable rate long-term debt approximates its reported carrying amount, due to variable rate nature of this debt.

3.   PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	As of December 31,
	2005			2006
Buildings	$	15,264		$	15,264
Equipment		4,988			4,988
		20,252			20,252
Less accumulated depreciation		(2,450	)		(3,666	)
		17,802			16,586
Land		5,000			5,000
Property and equipment, net	$	22,802		$	21,586

Depreciation expense was $926, $1,218 and 1,216 in 2004, 2005 and 2006, respectively.

F-86

CP LAUGHLIN REALTY, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

4.  LONG-TERM DEBT:

Long-term debt consists of the following:

	As of December 31,
	2005			2006
Credit Facility, Term Loan A due 2010	$	99,750		$	96,879
Credit Facility, Term Loan B due 2011		99,750			98,750
		199,500			195,629
Less current portion of term loan		(3,871	)		(2,000	)
Total long-term debt	$	195,629		$	193,629

During 2005, the Company and certain other co-borrower affiliated companies including Laughlin and Tropicana Casino & Resorts (“TCR”) f.k.a. Wimar Tahoe Corporation (“WTC”), a company controlled by the managing member of the Company, borrowed a total of $200,000 under a Credit Facility which provided for a Term Loan A borrowing of $100,000 for the purchase of two casinos owned by TCR, retirement of existing debt, financing costs and other corporate purposes, and a Term Loan B borrowing of $100,000 for the purchase of another casino owned by TCR and financing costs. The Company’s allocated portion of Term Loan A is $15,750 which equaled the amount of its debt that was refinanced. However, since the Company was a co-borrower under the Credit Facility, the entire outstanding balance has been recorded as long-term debt with an adjustment to member’s equity. Also, the interest expense shown on the 2005 and 2006 statements of income represents all interest expense related to the Credit Facility with an allocation to TCR for the portion of interest expense related to the Credit Facility outstanding balance not allocated to the Company. The Credit Facility also provided for a Revolving Loan of up to $50,000, none of which was drawn at December 31, 2005 or 2006. Interest under the Term Loan A is either based on the thirty day LIBOR rate or a base rate, at the Company’s option. The LIBOR rate option is based on the thirty day LIBOR rate plus a spread of between 1.75% and 2.75% depending on the Company’s leverage ratio. The base rate option is the higher of the Federal Funds Rate plus one half of 1% or the Bank of America “prime rate”, plus a spread of between 0.5% and 1.5% depending on the Company’s leverage ratio. The Company elected the base rate option for the December 2006 period, (9.0% at December 31, 2006), and the LIBOR rate option for all prior periods. Interest under the Term Loan B is either based on the thirty day LIBOR rate or a base rate, at the Company’s option. The LIBOR rate option is based on the thirty day LIBOR rate plus 2.50%. The base rate option is the higher of the Federal Funds Rate plus one half of 1% or the Bank of America “prime rate”, plus 2.5%. The Company elected the base rate option for the December 2006 period, (10.75% at December 31, 2006), and the LIBOR rate option for all prior periods. Both Term Loan A and B had mandatory quarterly principal payments of $250 beginning December 31, 2005. The Credit Facility provided for additional mandatory principal payments of excess cash flow, as defined in the agreement on March 31, 2006 and 2007. A total of $1,871 of excess cash flow has been included in current portion of long-term debt under this provision as of December 31, 2005 and none as of December 31, 2006 as the loan was paid off on January 3, 2007 (see Note 6). The Credit Facility also restricted distributions to owners to amounts needed to pay income taxes and additional amounts if the Company exceeded a minimum fixed charge coverage ratio requirement. The Credit Facility contained various covenants and restrictions. As of December 31, 2006, the Company was in compliance with these covenants. These covenants were measured on a combined basis for the Company and TCR. Term Loan A and B were repaid January 3, 2007. (see Note 6)

The Realty term loan and a $3,000 revolving credit facility (none of the credit facility is outstanding as of December 31, 2005 and 2006) were provided under the same loan agreement with the same lender. The Realty term loan was repaid in 2005 with proceeds of the Credit Facility, described above. The Realty term

F-87

CP LAUGHLIN REALTY, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

loan was cross collateralized by the property and equipment of Laughlin and Realty and guaranteed by TCR. TCR and Columbia Sussex Corporation (CSC) are under common control.

Realty made quarterly payments to TCR of 0.25% of the outstanding balance of the Realty term loan at the beginning of each quarter related to the guarantees provided by TCR. These guarantee fees totaled $178 and $84 for the Company in 2004 and 2005. Realty owes TCR $576 and $1,179 as of December 31, 2005 and 2006, respectively, related to interest paid by TCR on Realty’s allocated debt.

5.   RELATED PARTY TRANSACTIONS

Realty leases real estate and non-gaming furnishings and equipment to Laughlin under a triple net lease arrangement whereby Laughlin is responsible for all costs associated with the property leased, including real estate and property taxes, insurance, maintenance and utility costs. Realty is responsible for any major repairs that exceed $50 individually or aggregate related repairs totaling over $250 in any one year. Laughlin is responsible for all other repairs, cosmetic renovations and equipment replacements. The lease commenced on September 9, 2003 and ends on December 31, 2008. Rent for the period from September 9, 2003 to November 30, 2003 was equal to the interest cost incurred by Realty on its debt. Rent commencing December 1, 2003 of $125 per month was due through November 2004; from December 2004 to November 2005 monthly rent was $350, and thereafter monthly rent is $425. Accounting principles generally accepted in the United States of America require that rental income be recognized on a straight-line basis over the entire term of the lease, therefore, the monthly income for rent under the lease is $334. The Company has recorded $3,006 and $1,913 as deferred rent at December 31, 2005 and 2006. This represents rent payments to be received in the future in excess of the rental income to be recognized. Amounts in excess of rental income to be recognized within one year are recorded as a current asset. As of December 31, 2005 and 2006, Laughlin owes Realty $425 and $2,125 respectively, for unpaid rent.

6.   SUBSEQUENT EVENTS — ACQUISITIONS AND FINANCING

On January 3, 2007, affiliates of the Company closed on the acquisition of Aztar Corporation (Aztar). In connection with this acquisition, TCR through its indirect wholly owned subsidiary, Tropicana Entertainment, LLC (TE) entered into a Senior Credit Facility comprised of a $1.53 billion senior secured term loan and a $180.0 million senior secured revolving credit facility, (the “Loan”). Proceeds of the Loan were used to payoff amounts outstanding under the Company’s Credit Facility described in Note 4. Interest on the Loan is at either a LIBOR Rate Option or an Alternative Rate Option, at TE’s option. The Loan matures in January of 2012 and quarterly principal payment of $3.825 million commence on March 31, 2007. The Loan is secured by guarantees of TE’s direct subsidiaries, certain affiliated companies and the Company, and security interests in all of TE’s and the guarantors’ tangible and intangible assets, including a pledge of all equity interests in TE and the guarantors (including the Company).

F-88

COLUMBIA PROPERTIES VICKSBURG, LLC.

CONDENSED BALANCE SHEETS

(In thousands)

	December 31, 2006		June 30, 2007
	Audited		Unaudited
Current Assets:
Cash and cash equivalents	$	3,705	$	3,990
Accounts receivable		39		58
Amount due from related parties		152		181
Prepaid expenses and other assets		490		361
Total current assets		4,386		4,590
Property and equipment — net		30,289		29,052
Goodwill		590		590
Intangible assets — net		1,146		927
Loans to Tropicana Entertainment, LLC, an affiliate		—		3,000
Other assets — net		129		130
Total assets	$	36,540	$	38,289
Current Liabilities:
Accounts payable	$	1,058	$	1,126
Accrued expenses and other liabilities		3,243		3,252
Amounts due to related parties		857		796
Total current liabilities		5,158		5,174
Long-term portion of lease liability		2,406		2,330
Total liabilities		7,564		7,504
Members’ Equity		28,976		30,785
Total Liabilities and Members’ Equity	$	36,540	$	38,289

The accompanying notes are an integral part of the financial statements.

F-89

COLUMBIA PROPERTIES VICKSBURG, LLC

CONDENSED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2006			2007			2006			2007
Operating Revenues:
Casino	$	8,315		$	6,665		$	18,006		$	14,898
Rooms		530			406			1,068			751
Food and beverage		1,174			815			2,419			1,655
Other casino and hotel		329			124			511			238
Total operating revenues		10,348			8,010			22,004			17,542
Less promotional allowances		(1,618	)		(932	)		(3,232	)		(1,953	)
Net operating revenues		8,730			7,078			18,772			15,589
Operating Expenses:
Casino		2,491			1,225			3,648			2,326
Rooms		137			422			483			722
Food and beverage		985			720			2,116			1,580
Other casino and hotel		82			24			93			31
Utilities		305			227			676			465
Marketing, advertising and casino promotions		1,081			604			1,915			1,131
Repairs and maintenance		272			51			493			207
Insurance		176			240			262			436
Property and local taxes		175			175			350			351
Gaming taxes and licenses		1,005			826			2,204			1,836
Administrative and general		528			1,293			1,564			2,250
Leased land and facilities		283			342			566			652
Loss on disposition of assets		18			29			18			29
Depreciation and amortization		760			837			1,522			1,764
Total operating expenses		8,298			7,015			15,910			13,780
Income from Operations		432			63			2,862			1,809
Interest expense		(485	)		—			(1,007	)		—
Net Income (Loss)	$	(53	)	$	63		$	1,855		$	1,809

The accompanying notes are an integral part of the financial statements.

F-90

COLUMBIA PROPERTIES VICKSBURG, LLC

CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	For the Six Months Ended June 30,
	2006			2007
Cash Flows from Operating Activities:
Net income	$	1,855		$	1,809
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,535			1,764
Decrease in lease liability		76			76
Loss from disposition of assets		18			29
Changes in current assets and current liabilities:
Accounts receivable		9			(19	)
Prepaid expenses and other assets		(476	)		128
Accounts payable, accrued expenses and other liabilities		(880	)		(74	)
Net cash provided by operating activities		2,137			3,713
Cash Flows from Investing Activities:
Additions of property and equipment		(800	)		(337	)
Proceeds from disposition of equipment		250			—
Net cash used in investing activities		(550	)		(337	)
Cash Flows from Financing Activities:
Payments on long-term debt		(1,429	)		—
Advances from (to) related parties		977			(91	)
Loans to Tropicana Entertainment, LLC, an affiliate		—			(3,000	)
Contribution by members		150			—
Net cash used in financing activities		(302	)		(3,091	)
Net Increase in Cash and Cash Equivalents		1,285			285
Cash and Cash Equivalents, Beginning of Period		5,072			3,705
Cash and Cash Equivalents, End of Period	$	6,357		$	3,990

The accompanying notes are an integral part of the financial statements.

F-91

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Condensed Financial Statements

Quarter and Six Months Ended June 30, 2007

(In thousands, except where noted otherwise)
(Unaudited)

1.   ORGANIZATION

Columbia Properties Vicksburg, LLC (the “Company”) was formed on January 23, 2003 for the purpose of acquiring a riverboat gaming operation in Vicksburg, Mississippi operating as Horizon Casino Hotel Vicksburg (the “Casino”) (f.k.a. Harrah’s Vicksburg Hotel and Casino). The Casino operation includes a 117-room hotel. The Company is a co-guarantor under certain financing obligations of an affiliated company. (see Note 7)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of management’s estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates. Amounts are presented in thousands of dollars unless indicated otherwise.

Interim Unaudited Information — The accompanying interim financial statements as of June 30, 2007, and for the three month and six month periods ended June 30, 2006 and 2007 and related disclosures in the accompanying notes have not been audited. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations and therefore do not include all information and notes necessary for the presentation of financial position, results of operations and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been included to present fairly, in all material respects, the financial position of the Company as of June 30, 2007 and the results of its operations for the three month and six month periods ended June 30, 2006 and 2007 and its cash flows for the six months ended June 30, 2006 and 2007. Operating results for the three month and six month periods ended June 30, 2007 should be read in conjunction with the audited financial statements and the notes for the year ended December 31, 2006.

Income Taxes — The Company is a pass through entity for Federal and State income tax purposes. As a pass through entity the tax attributes of the Company will pass through to its owners, who will then owe any related income taxes. As a result, the accompanying statements of income show no income tax expense.

Recently Issued Accounting and Reporting Standards

Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”) — In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value in GAAP and expands disclosures about fair value measurements. This Statement will be effective for the Company beginning January 1, 2008. The Company has not yet determined the effect, if any, SFAS No. 157 will have on its financial statements.

F-92

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Condensed Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

3.   PROPERTY AND EQUIPMENT

	December 31,			June 30,
	2006			2007
	Audited			Unaudited
Barge	$	2,309		$	2,309
Buildings and improvements		22,939			22,993
Furniture and equipment		10,425			10,656
		35,673			35,958
Less accumulated depreciation		(8,010	)		(9,532	)
		27,663			26,426
Land		2,626			2,626
Property and equipment, net	$	30,289		$	29,052

4.   GOODWILL AND INTANGIBLE ASSETS

In connection with the acquisition of the Casino in October of 2003, the Company acquired $2,533 of identified intangible assets and recorded $590 of goodwill. The estimates of fair value used in the purchase price allocation were determined by the Company’s management based on information furnished by an independent appraiser. Amortization is computed on a straight-line basis for intangible assets with definite lives over an estimated useful life of 5 to 35 years. Amortization expense was $206 and $219 for the six months ended June 30, 2006 and 2007, respectively.

Goodwill and intangible assets consist of the following:

	December 31,			June 30,
	2006			2007
	Audited			Unaudited
Goodwill	$	590		$	590
Amortizing intangible assets:
Player lists (5 year useful life)	$	1,795		$	1,795
Other amortizing intangibles (5 to 35 year useful life)		738			738
Less accumulated amortization		(1,387	)		(1,606	)
Total intangible assets, net	$	1,146		$	927

The Company’s estimate of future amortization expense related to the amortizable intangible assets is as follows:

2007 (six months)	$	218
2008		368
2009		20
2010		20
2011		20
Thereafter		281
	$	927

F-93

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Condensed Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

5.   LONG-TERM DEBT

The Company elected to pay off its outstanding long-term debt in its entirety on December 7, 2006. As of December 31, 2006 and June 30, 2007, the Company had no long-term debt outstanding.

6.   LEASE COMMITMENTS

The Company assumed an agreement with the City of Vicksburg (“the City”) that permitted the development of the Company’s hotel and casino and provided for ongoing payments to the City. The agreement expires in 2033 and provides that certain parcels of land, primarily parking, casino dockage and casino entry parcels revert back to the City upon termination of the agreement. Monthly amounts owed to the City include a fixed annual payment, subject to adjustment for changes in the consumer price index, and a percentage amount on net revenue, as defined in the agreement (primarily gaming and food and beverage revenues). The Company’s performance under this agreement is guaranteed by Columbia Sussex Corporation, a company controlled by the Company’s managing member (“CSC”). The Company also has various short-term operating equipment leases.

The lease liability reflected in the accompanying balance sheets represents the amount needed to adjust the future lease payments to current market rents, based on appraisal at the date of purchase, and is being amortized over the remaining term of the lease agreement with the City of Vicksburg (thirty years) on a straight-line basis.

7.   GUARANTEE AGREEMENT

The Company is a co-guarantor under certain long-term debt obligations of Tropicana Entertainment LLC (“TE”), an affiliated entity. The Company and TE are affiliated through common ownership. In December 2006, TE issued $960,000 of 9.625% Senior Subordinated Notes (the “Notes”) and in January 2007 entered into a Senior Credit Facility comprised of a $1,530,000 senior secured term loan (“Loan”) and a $180,000 senior secured revolving credit facility (“Revolver”), all of which are guaranteed jointly and severally by certain subsidiaries of TE, JMBS Casino LLC (“JMBS”), CP Laughlin Realty LLC (“Realty”), and the Company (collectively the “Guarantor Entities”). In the event of non-performance by TE under the Notes and/or Loan agreement, the Guarantor Entities would be obligated to make necessary payments of principal and interest then due, on behalf of TE. The Company’s potential obligation under this agreement is ultimately limited to a pro-rata share of any total payment due under the Notes and Loan agreements, based on the ratio of its net assets to the total net assets of the Guarantor Entities at that time. As of June 30, 2007, TE reported $960,000 and $1,340,269 outstanding on the Notes and Loan obligations, respectively. The Company loaned $3,000 to TE on June 27, 2007. The loan earns interest at the fixed rate of 12% and is due January 1, 2015.

F-94

Report of Independent Registered Public Accounting Firm

To the Members of
Columbia Properties Vicksburg, LLC

We have audited the accompanying balance sheets of Columbia Properties Vicksburg, LLC as of December 31, 2006 and 2005, and the related statements of operations, changes in members’ equity, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Columbia Properties Vicksburg, LLC at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Cincinnati, Ohio

March 23, 2007

F-95

COLUMBIA PROPERTIES VICKSBURG, LLC

BALANCE SHEETS
(In thousands)

	December 31,
	2005		2006
ASSETS
Current Assets:
Cash and cash equivalents	$	5,072	$	3,705
Accounts receivable		53		39
Inventories		58		55
Deposits		126		126
Amounts due from related parties		40		152
Prepaid expenses and other assets		245		435
Total current assets		5,594		4,512
Property and Equipment — Net		32,441		30,289
Goodwill		590		590
Intangible Assets — Net		1,556		1,146
Other Assets — Net		85		3
Total Assets	$	40,266	$	36,540
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	2,857	$	—
Account payable		1,720		1,058
Accrued expenses and other liabilities		3,254		3,243
Amounts due to related parties		128		857
Total current liabilities		7,959		5,158
Long-Term Portion of Lease Liability		2,719		2,406
Long-Term Debt		14,286		—
Total Liabilities		24,964		7,564
Members’ Equity		15,302		28,976
Total Liabilities and Members’ Equity	$	40,266	$	36,540

The accompanying notes are an integral part of the financial statements.

F-96

COLUMBIA PROPERTIES VICKSBURG, LLC

STATEMENTS OF OPERATIONS
(In thousands)

	For The Years Ended December 31,
	2004			2005			2006
Operating Revenues:
Casino	$	24,093		$	31,364		$	32,427
Rooms		1,751			1,738			1,921
Food and beverage		3,272			4,088			4,423
Other casino and hotel		385			559			731
Total operating revenues		29,501			37,749			39,502
Less promotional allowances		(3,968	)		(4,978	)		(5,903	)
Net operating revenues		25,533			32,771			33,599
Operating Expenses:
Casino		6,703			6,948			7,201
Rooms		1,085			974			981
Food and beverage		3,007			3,660			4,048
Other casino and hotel		76			116			133
Utilities		940			1,010			1,202
Marketing, advertising and casino promotions		2,199			3,090			3,167
Repairs and maintenance		1,121			1,195			1,347
Insurance		332			352			733
Property and local taxes		704			504			596
Gaming taxes and licenses		3,163			3,994			4,040
Administrative and general		2,489			2,606			3,075
Leased land and facilities		745			1,011			748
Write off of fixed and other assets		—			—			273
Depreciation and amortization		2,724			3,033			3,413
Total operating expenses		25,288			28,493			30,957
Income from Operations		245			4,278			2,642
Interest Expense		(877	)		(1,168	)		(1,118	)
Net Income (Loss)	$	(632	)	$	3,110		$	1,524

The accompanying notes are an integral part of the financial statements.

F-97

COLUMBIA PROPERTIES VICKSBURG, LLC

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
(In thousands)

Balance, January 1, 2004	$	14,274
Net loss for 2004		(632	)
Balance, December 31, 2004		13,642
Distributions to members in 2005		(1,450	)
Net income for 2005		3,110
Balance, December 31, 2005		15,302
Distributions to members in 2006		(350	)
Contributions by members in 2006		12,500
Net income for 2006		1,524
Balance December 31, 2006	$	28,976

The accompanying notes are an integral part of the financial statements.

F-98

COLUMBIA PROPERTIES VICKSBURG, LLC

STATEMENTS OF CASH FLOWS
(In thousands)

	Years Ended December 31,
	2004			2005			2006
Cash Flows from Operating Activities:
Net income (loss)	$	(632	)	$	3,110		$	1,524
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,753			3,061			3,441
Loss on disposal and write off of assets		—			—			273
Decrease in lease liability		(101	)		(101	)		(314	)
Changes in current assets and current liabilities:
Accounts receivable		(26	)		(5	)		14
Inventories, deposits, prepaid expenses and other assets		(80	)		(41	)		(187	)
Accounts payable, accrued expenses and other liabilities		448			2,044			(673	)
Net cash provided by operating activities		2,362			8,068			4,078
Cash Flows from Investing Activities:
Purchase of property and equipment		(2,826	)		(3,368	)		(1,176	)
Proceeds from sale of equipment		—			—			94
Other		17			—			13
Net cash used in investing activities		(2,809	)		(3,368	)		(1,069	)
Cash Flows from Financing Activities:
Advances from (repayments to) related parties		31			(256	)		617
Repayments of debt		—			(2,857	)		(17,143	)
Distributions to members		—			(1,450	)		(350	)
Contributions by members		—			—			12,500
Net cash provided by (used in) financing activities		31			(4,563	)		(4,376	)
Net Increase (Decrease) in Cash and Cash Equivalents		(416	)		137			(1,367	)
Cash and Cash Equivalents, Beginning of Period		5,351			4,935			5,072
Cash and Cash Equivalents, End of Period	$	4,935		$	5,072		$	3,705
Supplemental Disclosure-Cash Paid for Interest	$	830		$	1,095		$	1,294

The accompanying notes are an integral part of the financial statements.

F-99

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Financial Statements

Years Ended December 31, 2004, 2005 and 2006

(In thousands, except where noted otherwise)

1.   ORGANIZATION

Columbia Properties Vicksburg, LLC (the “Company”) was formed on January 23, 2003 for the purpose of acquiring a riverboat gaming operation in Vicksburg, Mississippi operating as Horizon Casino Hotel Vicksburg (the “Casino”) (f.k.a. Harrah’s Vicksburg Hotel and Casino). The Casino operation includes a 117-room hotel.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates. Amounts are presented in thousands of dollars unless indicated otherwise.

Cash and Cash Equivalents — The Company considers all highly liquid debt instruments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable — Accounts receivables, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained, if necessary, to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance, if any, is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions.

Inventories — Inventories consisting principally of food, beverage and operating supplies are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

Property and Equipment — Property and equipment are stated at cost. Depreciation and amortization of property and equipment are computed by the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for property and equipment in service are as follows:

Barge	10 years
Buildings and improvements	15-45 years
Furniture and equipment	5-10 years

Leasehold improvements are amortized over the lesser of the term of the lease or the life of the asset.

Routine maintenance and repairs are charged to expense as incurred. The cost and related accumulated depreciation of property and equipment retired or sold are removed from the accounts and the resulting gain or loss is included in operations.

Management reviews casino and hotel assets for impairment whenever events or changes in circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate, plus the assets’ residual value to the carrying amount of the assets. If the operation is determined to be unable to recover the carrying amount of its assets, then the hotel and casino assets are written down to fair value. Fair value is determined based on discounted cash flows. As of December 31, 2005 and 2006, management did not believe any assets were impaired.

F-100

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

Unamortized Debt Issuance Costs — Unamortized debt issuance costs, which are included in other assets, related to the Company’s debt obligations and were amortized over the life of the related debt. Amortization expense of $29, $28 and $28 for the years ended December 31, 2004, 2005 and 2006, respectively, is included in interest expense in the accompanying statements of operations. The Company paid off the related debt obligation in 2006 and wrote off the remaining unamortized balance of debt issuance costs of $51.

Goodwill and Intangible Assets — Goodwill represents the excess of purchase price over net assets acquired. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Intangible assets represent assets, other than goodwill or financial assets, which lack physical substance. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, an intangible asset with a definite life should be amortized over its useful life. An intangible asset’s useful life is defined as the period over which the asset is expected to contribute directly or indirectly to future cash flows.

When testing goodwill and intangible assets with indefinite lives for impairment, the Company uses the income approach, which includes an analysis of the market, cash flows and risks associated with achieving such cash flows. The income approach focuses on the income producing capability of the existing hotel/casino and best represents the present value of the future economic benefits expected to be derived. Significant assumptions used in the impairment test included EBITDA projections, working capital requirements and the discount rate.

In connection with the acquisition of the Casino in October of 2003, the Company acquired $2,533 of identified intangible assets and recorded $590 of goodwill. The estimates of fair value used in the purchase price allocation were determined by the Company’s management based on information furnished by an independent valuation of the purchased intangibles. Amortization is computed on a straight-line basis for intangible assets with definite lives over an estimated useful life of 5 to 35 years. Amortization expense was $497 in 2004, $397 in 2005 and $410 in 2006.

Goodwill and intangible assets consist of the following:

	As of December 31,
	2005			2006
Goodwill	$	590		$	590
Amortizing intangible assets:
Player lists (5 year useful life)		1,795			1,795
Other amortizing intangibles (5 to 35 year useful life)		738			738
Less accumulated amortization		(977	)		(1,387	)
Total intangible assets, net	$	1,556		$	1,146

F-101

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

The Company’s estimate of future annual amortization expense related to the amortizable intangible assets is as follows:

	Amortization
	Expense
2007	$	438
2008		368
2009		20
2010		20
2011		20
Thereafter		280
	$	1,146

Casino and Other Revenue and Promotional Allowances — The Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Rooms, food and beverage and other casino and hotel revenues are recognized as earned, which is at the time the goods or services are provided. The retail value of accommodations, food and beverage, and other services provided to customers without charge are included in operating revenue and then charged to promotional allowances. Promotional allowances also include “cash back” awards (cash coupons, rebates or refunds) which totaled $311, $276 and $198 in 2004, 2005 and 2006, respectively.

Customer Loyalty Program — The Company provides certain customer loyalty programs at its casino, which reward customers for gaming play. Under the programs customers are able to accumulate points which may be redeemed in the future, subject to certain limitations and the terms of the individual casino programs, for cash, goods and services. For points that may be redeemed for cash, the Company accrues this cost, after consideration of estimated redemption rates, as they are earned. The cost is recorded as promotional allowances. For points that may be redeemed for goods or services, the Company estimates the cost and accrues for this expense as the points are earned from gaming play and are recorded as casino expense. The estimated cost is based on estimates and assumptions regarding marginal costs of the goods and services, redemption rates and the mix of goods and services for which the points will be redeemed.

Advertising — Costs for advertising are expensed as incurred.

Self Insurance — Effective November 1, 2004, the Company is self insured for general liability and workers compensation claims up to $1,000 per occurrence. The Company has recorded a liability for estimated claims within this retention level of $430 and $755 at December 31, 2005 and 2006, respectively.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalent accounts in financial institutions. The Company maintains its cash balances in one financial institution. Accounts are insured by the Federal Deposit Insurance Corporation up to $100. Cash and cash equivalents exceeding federally insured limits totaled approximately $1.7 million and $1.2 million at December 31, 2005 and 2006, respectively.

Fair Value of Financial Instruments — The fair value of current assets and liabilities approximates their reported carrying amounts. The fair value of variable rate long-term debt approximates its reported carrying amount, due to variable rate nature of this debt.

Retirement Plan — The Company adopted a defined contribution pension plan sponsored by Columbia Sussex Corporation (“CSC”), a company controlled by the Company’s managing member and sole voting member, which operates under the provisions of Internal Revenue Code Section 401(k). The plan is available to all employees who meet certain eligibility requirements. The Company’s contributions are to

F-102

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

salaried employees based on the level of employee contributions and are funded annually. The Company’s contribution amounted to $5, $7 and $8 in 2004, 2005 and 2006, respectively.

Income Taxes — The Company is a pass through entity for Federal and State income tax purposes. As a pass through entity, the tax attributes of the Company will pass through to its members, who will then owe any related income taxes. As a result, the accompanying statements of operations show no income tax expense or benefit. On an aggregate basis the Company’s reported amounts of assets and liabilities exceeded the tax basis by approximately $3,565 and $3,151 at December 31, 2005 and 2006, respectively.

3.   PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	As of December 31,
	2005			2006
Barge	$	2,286		$	2,309
Buildings and improvements		22,733			22,939
Furniture and equipment		9,933			10,425
Total		34,952			35,673
Less accumulated depreciation		(5,137	)		(8,010	)
Total		29,815			27,663
Land		2,626			2,626
Property and equipment, net	$	32,441		$	30,289

Depreciation expense was $2,225, $2,633 and $3,001 in 2004, 2005 and 2006, respectively.

4.   ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

	As of December 31,
	2005		2006
Accrued payroll and employee benefits	$	858	$	669
Insurance reserves		430		755
Gaming related accruals		951		1,023
Real estate taxes		596		596
Accrued lease liability		101		152
Accrued interest		204		—
Other accruals		114		48
	$	3,254	$	3,243

F-103

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

5.   LONG-TERM DEBT

Long-term debt consists of the following:

	As of December 31,
	2005			2006
First mortgage note, due October 27, 2008, variable interest rate (6.99% at December 31, 2005)	$	17,143		$	—
Less current portion		(2,857	)		—
Long-term portion	$	14,286		$	—

Under the terms of the Loan, quarterly principal payments of $714 were due until the Loan maturity on October 27, 2008, however, the Company elected to pay off the loan in its entirety on December 7, 2006.

The interest rate was either based on LIBOR or a base rate, at the Company’s option. The LIBOR rate option could be based on the one, two or three month LIBOR rate plus 1.75% to 2.75%, based on the ratio of funded debt to EBITDA, as defined in the agreement. The base rate option was based on the higher of the prime rate or the Federal Funds rate plus one half of one percent, plus an additional 0.0% to 0.5%, based on the ratio of funded debt to EBITDA, as defined in the agreement. The interest rate was determined on a quarterly basis.

The Loan was collateralized by all of the tangible assets of the Company and a guaranty provided by CSC. The Loan agreement required compliance with financial and other covenants. The Company was in compliance with these covenants as of December 31, 2005.

The Company made quarterly payments to CSC of 0.25% of the outstanding balance of the Loan at the beginning of each quarter related to the guarantee provided. These guarantee fee payments, which are included in “Administrative and general” in the accompanying statements of operations, totaled $200, $190 and $161 in 2004, 2005 and 2006, respectively.

Also, in connection with the debt payoff, the balance of prepaid loan costs were written off in the amount of $51 in 2006.

6.   RELATED PARTY TRANSACTIONS

In addition to guaranteeing the Loan described in Note 5 above and guaranteeing the Company’s performance under the lease with the City of Vicksburg (“City”) (see Note 7), CSC provides various administrative and accounting services to the Company under an administrative services agreement. CSC charged the Company $120 for these management services in 2004, 2005 and 2006. The Company owes CSC $113 and $372 as of December 31, 2005 and 2006, respectively.

The Company licenses the use of the name “Horizon” from Tropicana Casino & Resorts (“TCR”) f.k.a. Wimar Tahoe Corporation (“WTC”), a company controlled by the managing member of the Company. The trademark license agreement is for ten years and provides for an annual fee of $12. The Company owes TCR $15 and $162 as of December 31, 2005 and 2006, respectively.

A portion of the Company’s insurance for general liability, workers compensation and property insurance claims was insured through a captive insurance company controlled by the managing member of the Company through October 31, 2004. Such premiums were actuarially determined based on the Company’s historical experience of paid claims. The Company expensed premiums to this captive insurance company during 2004 of $185.

F-104

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

During 2006, the Company transferred gaming equipment with a net book value of $94 to a subsidiary of TCR and received gaming equipment with a net book value of $375 from another subsidiary of TCR. The Company owes this subsidiary of TCR $317 as of December 31, 2006.

The following table summarizes related party transactions included in the accompanying statement of operations:

	Year Ended
	December 31,
	2004		2005		2006
Insurance	$	185	$	—	$	—
Administrative and general	$	332	$	322	$	293

7.   LEASE COMMITMENTS

The Company assumed an agreement with the City that permitted the development of the Company’s hotel and casino and provided for ongoing payments to the City. The agreement expires in 2033 and provides that certain parcels of land, primarily parking, casino dockage and casino entry parcels, revert back to the City upon termination of the agreement. Monthly amounts owed to the City include a fixed annual payment of $576, subject to adjustment for changes in the consumer price index, and a percentage amount of 1.5% on net revenue, as defined in the agreement (primarily gaming and food and beverage revenues). The Company’s performance under this agreement is guaranteed by CSC. The Company also has various short-term operating equipment leases.

The lease liability reflected in the accompanying balance sheets represents the amount needed to adjust the future lease payments to current market rents, based on appraisal at the date of purchase, and is being amortized over the remaining term of the lease agreement with the City of Vicksburg (twenty years) on a straight-line basis.

Future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2006 are as follows:

2007	$	576
2008		576
2009		576
2010		576
2011		576
Thereafter		12,669
Total minimum operating lease payments	$	15,549

Lease expense charged to operations amounted to $745, $1,011 and $748 for 2004, 2005 and 2006, respectively.

F-105

COLUMBIA PROPERTIES VICKSBURG, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

8.   SUBSEQUENT EVENTS — ACQUISITIONS AND FINANCING

On January 3, 2007, affiliates of the Company closed on the acquisition of Aztar Corporation (Aztar). In connection with this acquisition, Tropicana Casinos and Resorts (TCR) through its indirect wholly owned subsidiary, Tropicana Entertainment, LLC (TE) entered into a Senior Credit Facility comprised of a $1.53 billion senior secured term loan and a $180.0 million senior secured revolving credit facility. Interest on the Loan is at either a LIBOR Rate Option or an Alternative Rate Option, at TE’s option. The Loan matures in January of 2012 and quarterly principal payment of $3.825 million commence on March 31, 2007. The Loan is secured by guarantees of TE’s direct subsidiaries, certain affiliated companies and the Company, and security interests in all of TE’s and the guarantors’ tangible and intangible assets, including a pledge of all equity interests in TE and the guarantors (including the Company).

F-106

JMBS CASINO, LLC.

CONDENSED BALANCE SHEETS

(In thousands)

	Audited		Unaudited
	December 31,		June 30,
	2006		2007
Current Assets:
Cash and cash equivalents	$	4,031	$	4,227
Accounts receivable		29		29
Amount due from related parties		133		140
Prepaid expenses and other assets		509		385
Total current assets		4,702		4,781
Property and equipment — net		15,899		15,364
Goodwill		16,732		16,732
Intangible assets — net		120		20
Other assets — net		359		359
Loan to Tropicana Entertainment, LLC, an affiliate		—		4,000
Assets of discontinued operations		100		—
Total Assets	$	37,912	$	41,256
Current Liabilities:
Accounts payable	$	686	$	193
Accrued expenses and other liabilities		1,585		1,192
Amounts due to related parties		84		109
Total current liabilities		2,355		1,494
Members’ equity		35,557		39,762
Total Liabilities and Members’ equity	$	37,912	$	41,256

The accompanying notes are an integral part of the financial statements.

F-107

JMBS CASINO, LLC

CONDENSED STATEMENTS OF INCOME
(In thousands)
(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2006			2007			2006			2007
Operating Revenues:
Casino	$	7,246		$	7,012		$	16,235		$	15,662
Rooms		101			104			173			172
Food and beverage		183			122			398			283
Other casino and hotel		39			74			72			90
Total operating revenues		7,569			7,312			16,878			16,207
Less promotional allowances		(1,199	)		(845	)		(2,484	)		(1,742	)
Net operating revenues		6,370			6,467			14,394			14,465
Operating Expenses:
Casino		1,076			1,190			2,025			2,396
Rooms		63			98			112			195
Food and beverage		167			158			338			331
Other casino and hotel		—			2			—			7
Utilities		166			126			383			255
Marketing, advertising and casino promotions		132			6			280			234
Repairs and maintenance		67			108			135			172
Insurance		232			183			321			438
Property and local taxes		144			144			287			287
Gaming taxes and licenses		711			734			1,839			1,804
Administrative and general		806			830			1,522			1,466
Leased land and facilities		253			233			473			447
Loss (gain) on disposition of assets		(40	)		117			(40	)		117
Depreciation and amortization		680			463			1,409			1,117
Total operating expenses		4,457			4,392			9,084			9,266
Income from Operations		1,913			2,075			5,310			5,199
Other Income (Expense):
Interest income		34			29			57			55
Interest expense		(122	)		—			(235	)		—
Total other income (expense)		(88	)		29			(178	)		55
Net Income	$	1,825		$	2,104		$	5,132		$	5,254

The accompanying notes are an integral part of the financial statements.

F-108

JMBS CASINO, LLC

CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	For the Six Months Ended June 30,
	2006			2007
Cash Flows from Operating Activities:
Net income	$	5,132		$	5,254
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,409			1,117
Loss (gain) on disposition of assets		(40	)		117
Changes in current assets and current liabilities:
Accounts receivable		(107	)		—
Prepaid expenses and other assets		(1,109	)		124
Accounts payable, accrued expenses and other liabilities		(250	)		(886	)
Net cash provided by operating activities		5,035			5,726
Cash Flows from Investing Activities:
Additions of property and equipment		(2	)		(599	)
Proceeds from disposition of equipment		40			—
Proceeds from sale of assets of discontinued operations		—			100
Net cash provided by (used in) investing activities		38			(499	)
Cash Flows from Financing Activities:
Payments on long-term debt		(1,913	)		—
Advances from related parties		917			18
Loan to Tropicana Entertainment, LLC, an affiliate		—			(4,000	)
Distributions to members		(4,725	)		(1,049	)
Net cash used in financing activities		(5,721	)		(5,031	)
Net increase (decrease) in cash and cash equivalents		(648	)		196
Cash and cash equivalents, beginning of period		5,435			4,031
Cash and cash equivalents, end of period	$	4,787		$	4,227

The accompanying notes are an integral part of the financial statements.

F-109

JMBS CASINO, LLC

Notes to Condensed Financial Statements

Quarter and Six Months Ended June 30, 2007

(In thousands, except where noted otherwise)

(Unaudited)

1.   ORGANIZATION

JMBS Casino, LLC (the “Company”) was formed on January 23, 2002 for the purpose of acquiring a riverboat gaming operation in Greenville, Mississippi operating as Bayou Caddy’s Jubilee Casino (the “Casino”). The Company also owns and operates the Greenville Inn and Suites and owned and operated the Key West Inn (the “Hotel”) until April 10, 2007 when it was sold. On May 1, 2004, the Company closed the Key West Inn and it was sold on April 10, 2007. The estimated fair value of the hotel is recorded as assets of discontinued operations at December 31, 2006 in the accompanying balance sheets. The Company is a co-guarantor under certain financing obligations of an affiliated company.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of management’s estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates. Amounts are presented in thousands of dollars unless indicated otherwise.

Interim Unaudited Information — The accompanying interim financial statements as of June 30, 2007, and for the three and six month periods ended June 30, 2006 and 2007 and related disclosures in the accompanying notes have not been audited. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations and therefore do not include all information and notes necessary for the presentation of financial position, results of operations and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been included to present fairly, in all material respects, the financial position of the Company as of June 30, 2007 and the results of its operations for the three and six month periods ended June 30, 2006 and 2007 and cash flows for the six months ended June 30, 2006 and 2007. Operating results for the three and six month periods ended June 30, 2007 should be read in conjunction with the audited financial statements and notes for the year ended December 31, 2006.

Income Taxes — The Company is a pass through entity for federal and state income tax purposes. As a pass through entity, the tax attributes of the Company will pass through to its members, who will then owe any related income taxes. As a result, the accompanying statement of income shows no income tax expense or benefit.

Recently Issued Accounting and Reporting Standards

Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”) — In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value in GAAP and expands disclosures about fair value measurements. This Statement will be effective for the Company beginning January 1, 2008. The Company has not yet determined the effect, if any, SFAS No. 157 will have on its financial statements.

F-110

JMBS CASINO, LLC

Notes to Condensed Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

3.   PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Audited			Unaudited
	December 31,			June 30,
	2006			2007
Barge	$	15,007		$	15,013
Buildings and improvements		2,753			2,853
Furniture and equipment		7,847			7,892
Total		25,607			25,758
Less accumulated depreciation		(10,148	)		(10,834	)
Land		440			440
Property and equipment, net	$	15,899		$	15,364

4.   GOODWILL AND INTANGIBLE ASSETS

In connection with the acquisition of the Casino and the Hotels, the Company acquired $3,020 of identified intangible assets and recorded $16,732 of goodwill. The estimates of fair value used in the purchase price allocation were determined by the Company’s management based on information furnished by an independent appraiser. Amortization is computed on a straight-line basis for intangible assets with definite lives over an estimated useful life of five years. Amortization expense was $300 for six months ended June 30, 2006 and $100 for the six months ended June 30, 2007.

Goodwill and intangible assets consist of the following:

	Audited			Unaudited
	December 31,			June 30,
	2006			2007
Goodwill	$	16,732		$	16,732
Intangible assets:
Amortizing intangible assets:
Non-compete agreement (five year useful life)	$	3,000		$	3,000
Accumulated amortization		(2,900	)		(3,000	)
Net amortizing intangible assets		100			—
Non-amortizing intangible assets-trademark and other		20			20
Total intangible assets, net	$	120		$	20

5.   LONG-TERM DEBT

The Company elected to pay off its outstanding long-term debt in its entirety on December 7, 2006. As of December 31, 2006 and June 30, 2007, the Company had no long-term debt outstanding.

F-111

JMBS CASINO, LLC

Notes to Condensed Financial Statements — (Continued)

Quarter and Six Months Ended June 30, 2007

6.   RELATED PARTY TRANSACTIONS

The Company shares the cost of operating shuttle buses that services the Company’s casino, another casino and various food and beverage establishments in downtown Greenville with Greenville Riverboat, LLC (“GR”), which is a subsidiary of Tropicana Entertainment Inc. (“TE”). GR owns the other casino. GR owed the Company $113 and $65 at December 31, 2006 and June 30, 2007 respectively.

7.   GUARANTEE AGREEMENT

The Company is a co-guarantor under certain long-term debt obligations of Tropicana Entertainment LLC (“TE”), an affiliated entity. The Company and TE are affiliated through common ownership. In December 2006, TE issued $960,000 of 9.625% Senior Subordinated Notes (the “Notes”) in January 2007 and entered into a Senior Credit Facility comprised of a $1,530,000 senior secured term loan (“Loan”) and a $180,000 senior secured revolving credit facility (“Revolver”), all of which are guaranteed jointly and severally by certain subsidiaries of TE, Columbia Properties Vicksburg LLC (“Vicksburg”), CP Laughlin Realty LLC (“Realty”), and the Company (collectively the “Guarantor Entities”). In the event of non-performance by TE under the Notes and/or Loan agreement, the Guarantor Entities would be obligated to make necessary payments of principal and interest then due, on behalf of TE. The Company’s potential obligation under this agreement is ultimately limited to a pro-rata share of any total payment due under the Notes and Loan agreements, based on the ratio of its net assets to the total net assets of the Guarantor Entities at that time. As of June 30, 2007, TE reported $960,000 and $1,340,269 outstanding on the Notes and Loan obligations, respectively. The Company loaned $4,000 to TE on June 29, 2007. The loan earns interest at the fixed rate of 12% and is due January 1, 2015.

F-112

Report of Independent Registered Public Accounting Firm

To the Member of

JMBS Casino, LLC

We have audited the accompanying balance sheets of JMBS Casino, LLC as of December 31, 2006 and 2005, and the related statements of income, changes in member’s equity, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of JMBS Casino, LLC at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

/s/  Ernst & Young LLP

Cincinnati, Ohio

March 23, 2007

F-113

JMBS CASINO, LLC

BALANCE SHEETS

(In thousands)

	December 31,
	2005		2006
Current Assets:
Cash and cash equivalents	$	5,435	$	4,031
Accounts receivable		40		29
Inventories		43		22
Amounts due from related parties		39		133
Prepaid expenses and other assets		187		487
Total current assets		5,744		4,702
Property and Equipment — Net		18,091		15,899
Goodwill		16,732		16,732
Intangible Assets — Net		720		120
Other Assets — Net		451		359
Assets of Discontinued Operations		144		100
Total Assets	$	41,882	$	37,912
Current Liabilities:
Current portion of long-term debt	$	3,825	$	—
Accounts payable		391		686
Accrued expenses and other liabilities		1,608		1,585
Amounts due to related parties		22		84
Total current liabilities		5,846		2,355
Long-Term Debt		3,241		—
Total liabilities		9,087		2,355
Member’s Equity		32,795		35,557
Total Liabilities and Member’s Equity	$	41,882	$	37,912

The accompanying notes are an integral part of the financial statements.

F-114

JMBS CASINO, LLC

STATEMENTS OF INCOME

(In thousands)

	For The Years Ended December 31,
	2004			2005			2006
Operating Revenues:
Casino	$	34,656		$	30,607		$	30,545
Rooms		502			428			353
Food and beverage		1,289			929			757
Other casino and hotel		247			141			183
Total operating revenues		36,694			32,105			31,838
Less promotional allowances		(5,786	)		(4,295	)		(4,221	)
Net operating revenues		30,908			27,810			27,617
Operating Expenses:
Casino		5,355			5,107			5,740
Rooms		176			204			201
Food and beverage		628			497			529
Utilities		638			592			667
Marketing, advertising and casino promotion		1,705			909			913
Repairs and maintenance		613			677			714
Insurance		431			356			568
Property and local taxes		598			531			523
Gaming taxes and licenses		4,239			3,771			3,709
Administrative and general		1,562			1,925			1,694
Leased land and facilities		830			909			914
Depreciation and amortization		2,709			2,915			2,918
Total operating expenses		19,484			18,393			19,090
Income from Operations		11,424			9,417			8,527
Other income (loss)		—			—			(10	)
Interest income		18			33			80
Interest expense		(572	)		(565	)		(416	)
Total other expense		(554	)		(532	)		(346	)
Income from Continuing Operations		10,870			8,885			8,181
Loss from Discontinued Operations		(568	)		(430	)		(44	)
Net Income	$	10,302		$	8,455		$	8,137

The accompanying notes are an integral part of the financial statements.

F-115

JMBS CASINO, LLC

STATEMENTS OF CHANGES IN MEMBER’S EQUITY

(In thousands)

Balance, January 1, 2004	$	30,768
Net income for 2004		10,302
Distributions to member in 2004		(7,000	)
Balance, December 31, 2004		34,070
Net income for 2005		8,455
Distributions to member in 2005		(9,730	)
Balance, December 31, 2005		32,795
Net income for 2006		8,137
Distributions to member in 2006		(6,125	)
Contributions by member in 2006		750
Balance, December 31, 2006	$	35,557

The accompanying notes are an integral part of the financial statements.

F-116

JMBS CASINO, LLC

STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2004			2005			2006
Cash Flows from Operating Activities:
Net income	$	10,302		$	8,455		$	8,137
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,788			2,975			2,978
Impairment loss on discontinued operations		500			430			44
Changes in current assets and current liabilities:
Accounts receivable		200			(3	)		11
Inventories, prepaid expenses and other assets		183			26			(187	)
Accounts payable, accrued expenses and other liabilities		175			1			272
Net cash provided by operating activities		14,148			11,884			11,255
Cash Flows from Investing Activities:
Purchase of property and equipment		(1,097	)		(109	)		(167	)
Other		14			—			(19	)
Net cash used in investing activities		(1,083	)		(109	)		(186	)
Cash Flows from Financing Activities:
Advances from (repayments to) related parties		108			(125	)		(32	)
Repayments of debt		(3,825	)		(3,506	)		(7,066	)
Distributions to member		(7,000	)		(9,730	)		(6,125	)
Contributions by member		—			—			750
Net cash used in financing activities		(10,717	)		(13,361	)		(12,473	)
Net Increase (Decrease) in Cash and Cash Equivalents		2,348			(1,586	)		(1,404	)
Cash and Cash Equivalents, Beginning of Period		4,673			7,021			5,435
Cash and Cash Equivalents, End of Period	$	7,021		$	5,435		$	4,031
Supplemental Disclosure — Cash Paid for Interest	$	599		$	581		$	400

The accompanying notes are an integral part of the financial statements.

F-117

JMBS CASINO, LLC

Notes to Financial Statements

Years Ended December 31, 2004, 2005 and 2006

(In thousands, except where noted otherwise)

1.   ORGANIZATION

JMBS Casino, LLC (the “Company”) was formed on January 23, 2002 for the purpose of acquiring a riverboat gaming operation in Greenville, Mississippi operating as Bayou Caddy’s Jubilee Casino (the “Casino”). The Company also owns and operates the Greenville Inn and Suites and Key West Inn (the “Hotels”). On May 1, 2004, the Company closed the Key West Inn. As a result of the closing, the operations and impairment loss of the Key West Inn are presented as discontinued operations in the accompanying statements of income. The estimated fair value of the hotel is recorded as assets of discontinued operations at December 31, 2005 and 2006 in the accompanying balance sheets (see Note 5).

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of management’s estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosures of contingent liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates. Amounts are presented in thousands of dollars unless indicated otherwise.

Cash and Cash Equivalents — The Company considers all highly liquid debt instruments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable — Accounts receivables, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained, if necessary, to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance, if any, is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions.

Inventories — Inventories consisting principally of food, beverage and operating supplies are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

Property and Equipment — Property and equipment are stated at cost. Depreciation and amortization of property and equipment are computed by the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for property and equipment in service are as follows:

Barge	10 years
Buildings and land improvements	10-30 years
Furniture and equipment	5-10 years

Leasehold improvements are amortized over the lesser of the life of the related asset or the life of the lease.

Routine maintenance and repairs are charged to expense as incurred. The cost and related accumulated depreciation of property and equipment retired or sold are removed from the accounts and the resulting gain or loss is included in operations.

Management reviews casino and hotel assets for impairment whenever events or changes in circumstances indicate the carrying accounts of the assets may not be recoverable. Recoverability is determined by comparing the forecasted undiscounted cash flows of the operation to which the assets relate, plus the assets’ residual value to the carrying amount of the assets. If the operation is determined to be unable to

F-118

JMBS CASINO, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

recover the carrying amount of the assets, then the casino and hotel assets are written down to fair value. Fair value is determined based on discounted cash flows. As of December 31, 2005 and 2006, management did not believe any assets were impaired.

Unamortized Debt Issuance Costs — Amortization of debt issuance costs related to the Company’s debt obligations and were amortized over the life of the related debt. Amortization expense of $60 for each of the years ended December 31, 2004, 2005 and 2006 is included in interest expense in the accompanying statements of income. The Company paid off the related debt obligation in 2006 and wrote off the remaining unamortized balance of debt issuance costs of $30.

Goodwill and Intangible Assets — Goodwill represents the excess of purchase price over net assets acquired related to the acquisition of the Casino. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Intangible assets represent assets, other than goodwill or financial assets, which lack physical substance. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” an intangible asset with a definite life should be amortized over its useful life. An intangible assets useful life is defined as the period over which the asset is expected to contribute directly or indirectly to future cash flows.

Also, in accordance with SFAS No. 142, an intangible asset with an indefinite life should not be amortized. An intangible asset that is not subject to amortization will be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

When testing goodwill and intangible assets with indefinite lives for impairment, the Company uses the income approach, which includes an analysis of the market, cash flows and risks associated with achieving such cash flows. The income approach focuses on the income producing capability of the existing Casino and Hotels and best represents the present value of the future economic benefits expected to be derived. Significant assumptions used in the impairment test included EBITDA projections, working capital requirements and the discount rate.

In connection with the acquisition of the Casino and the Hotels, the Company acquired $3,020 of identified intangible assets and recorded $16,732 of goodwill. The estimates of fair value used in the purchase price allocation were determined by the Company’s management based on information furnished by an independent appraiser. Amortization is computed on a straight-line basis for intangible assets with definite lives over an estimated useful life of five years. Amortization expense was $600 for each of the years 2004, 2005 and 2006.

F-119

JMBS CASINO, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

Goodwill and intangible assets consist of the following:

	As of December 31,
	2005			2006
Goodwill	$	16,732		$	16,732
Intangible assets:
Amortizing intangible assets:
Non-compete agreement (five year useful life)	$	3,000		$	3,000
Accumulated amortization		(2,300	)		(2,900	)
Net amortizing intangible assets		700			100
Non-amortizing intangible assets-trademark		20			20
Total intangible assets, net	$	720		$	120

The Company’s estimate of future amortization expense related to the amortizable intangible assets is $100 in 2007.

Casino and Other Revenue and Promotional Allowances — The Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Rooms, food and beverage and other casino and hotel revenues are recognized as earned which is at the time the goods or services are provided. The retail value of accommodations, food and beverage, and other services provided to customers without charge are included in operating revenue and then charged to promotional allowances. Promotional allowances also include “cash back” awards (cash coupons, rebates or refunds) which totaled $4,387, $3,380 and $3,586 in 2004, 2005 and 2006 respectively.

Customer Loyalty Program — The Company provides certain customer loyalty programs at its casino, which reward customers for gaming play. Under the programs customers are able to accumulate points which may be redeemed in the future, subject to certain limitations and the terms of the individual casino programs, for cash, goods and services. For points that may be redeemed for cash, the Company accrues this cost, after consideration of estimated redemption rates, as they are earned. The cost is recorded as promotional allowances. For points that may be redeemed for goods or services, the Company estimates the cost and accrues for this expense as the points are earned from gaming play and are recorded as casino expense. The estimated cost is based on estimates and assumptions regarding marginal costs of the goods and services, redemption rates and the mix of goods and services for which the points will be redeemed.

Advertising — Costs for advertising are expensed as incurred.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalent accounts in financial institutions. The Company maintains its cash balances in one financial institution. Accounts are insured by the Federal Deposit Insurance Corporation up to $100. Cash and cash equivalents exceeding federally insured limits totaled approximately $2.7 million and $1.3 million at December 31, 2005 and 2006, respectively.

Fair Value of Financial Instruments — The fair value of current assets and liabilities approximates their reported carrying amounts. The fair value of variable rate long-term debt approximates its reported carrying amount, due to variable rate nature of this debt.

Income Taxes — The Company is a pass through entity for Federal and State income tax purposes. As a pass through entity, the tax attributes of the Company will pass through to its members, who will then owe any related income taxes. As a result, the accompanying statement of income shows no income tax

F-120

JMBS CASINO, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

expense or benefit. On an aggregate basis the Company’s reported amount of assets and liabilities exceed their tax basis by approximately $7.4 million and $8.3 million at December 31, 2005 and 2006, respectively.

3.   PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	As of December 31,
	2005			2006
Barge	$	14,986		$	15,007
Buildings and improvements		2,752			2,753
Furniture and equipment		7,831			7,847
Total		25,569			25,607
Less accumulated depreciation		(7,918	)		(10,148	)
Total		17,651			15,459
Land		440			440
Property and equipment, net	$	18,091		$	15,899

Depreciation expense was $2,109, $2,315 and $2,315 in 2004, 2005 and 2006, respectively.

4.   ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

	As of December 31,
	2005		2006
Accrued payroll and employee benefits	$	462	$	406
Reserve for insurance claims		290		192
Real estate taxes		530		523
Casino related		218		349
Other accruals		108		115
	$	1,608	$	1,585

5.   DISCONTINUED OPERATIONS

On May 1, 2004, the Company closed the Key West Inn, a 56-room hotel, and listed the hotel for sale. The Company recorded impairment losses of $500, $430 and $44 in 2004, 2005 and 2006, respectively, to adjust the carrying value of this hotel to its estimated fair value. The assets related to this hotel at December 31, 2005 and 2006 are included in “Assets of Discontinued Operations” in the accompanying balance sheets. The operating results for the Key West Inn and the loss on impairment are included in “Loss from Discontinued Operations” in the accompanying statements of income. Cash flows of discontinued operations have not been segregated from the cash flows of continuing operations on the accompanying

F-121

JMBS CASINO, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

statement of cash flows. The following is a summary of financial information included in “Loss from Discontinued Operations” for this hotel:

	As of December 31,
	2004			2005			2006
Operating revenues	$	86		$	—		$	—
Operating expenses, including depreciation of $19 in 2004		(154	)		—			—
Loss from operations		(68	)		—			—
Impairment loss		(500	)		(430	)		(44	)
Loss from discontinued operations	$	(568	)	$	(430	)	$	(44	)

6.   LONG-TERM DEBT

Long-term debt consists of the following:

	As of December 31,
	2005			2006
First mortgage note, due June 20, 2007, variable interest rate (6.54% at December 31, 2005)	$	7,066		$	—
Less current portion		(3,825	)		—
Long-term portion	$	3,241		$	—

Monthly principal payments were fixed at $319. A balloon principal payment of $1,328 was due at maturity, however, the Company elected to pay off the loan in its entirety on December 7, 2006. Also, in connection with the debt payoff, the balance of prepaid loan costs were written off in the amount of $30 in 2006. Interest payments were due monthly. The interest rate was either based on LIBOR or a base rate, at the Company’s option. The LIBOR rate option could have been based on the one, two, three or six month LIBOR rate plus 2.25% to 3.25%, based on the Company’s leverage ratio as defined in the agreement. The base rate option was based on the higher of the prime rate or the Federal Funds rate plus one half of one percent, plus an additional 0.0% to 1.25%, based on the Company’s leverage ratio, as defined in the agreement. The interest rate was determined on a quarterly basis.

The Loan was collateralized by all of the tangible assets of the Company, the trademark name purchased by the Company in the acquisition of the Casino, and a $5,000 officer’s life insurance policy.

7.   SELF INSURANCE AND RELATED PARTY TRANSACTIONS

Effective November 1, 2004, the Company is self insured for general liability and workers compensation claims up to $1,000 per occurrence. The Company has recorded a liability for estimated claims within this retention level of $290 and $192 as of December 31, 2005 and 2006, respectively.

Columbia Sussex Corporation, (“CSC”) provides various administrative and accounting services to the Company under an administrative services agreement. CSC charged the Company $40, $120 and $120 for these management services in 2004, 2005 and 2006.

The Company shares the cost of operating shuttle buses that services the Company’s casino, another casino and various food and beverage establishments in downtown Greenville with Greenville Riverboat, LLC (“GR”), which is a subsidiary of Tropicana Casino & Resorts, Inc. (“TCR”). GR owns the other casino. The Company’s share of these costs, exclusive of the cost of the buses, was $72 and $94 in 2005 and 2006 respectively. GR owed the Company $19 and $113 at December 31, 2005 and 2006 respectively.

F-122

JMBS CASINO, LLC

Notes to Financial Statements — (Continued)

Years Ended December 31, 2004, 2005 and 2006

8.   LEASE COMMITMENTS

Rent expense charged to operations amounted to $1,144, $1,407 and $1,974 for 2004, 2005 and 2006, respectively. The Company has various short-term operating equipment leases, storage space lease, vehicle parking lot leases, and three land leases relative to land used in connection with its riverboat gaming operation for docking, entry, and parking facilities. One land lease is for dockage rights for the Casino and expires in 2010. The agreement provides for monthly rental payments of $35. Another land lease is for dockage rights and riverfront property for the Company’s second barge. This lease expires in 2008 and has additional renewal options which can extend the term to 2017. The agreement provides for monthly rental payments of $30 plus 5% of net pretax profits up to $4,000. The renewal option term includes an adjustment for the Consumer Price Index. An additional lease for docking and entry expires in 2013 and provides for monthly lease payments of $1.

Future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2006 are as follows:

2007	$	862
2008		682
2009		452
2010		298
2011		12
Thereafter		17
Total future minimum operating lease payments	$	2,323

9.   SUBSEQUENT EVENTS — ACQUISITIONS AND FINANCINGS

On January 3, 2007, affiliates of the Company closed on the acquisition of Aztar Corporation (Aztar). In connection with this acquisition, Tropicana Casinos and Resorts (TCR) through its indirect wholly owned subsidiary, Tropicana Entertainment, LLC (TE) entered into a Senior Credit Facility comprised of a $1.53 billion senior secured term loan and a $180.0 million senior secured revolving credit facility. Interest on the Loan is at either a LIBOR Rate Option or an Alternative Rate Option, at TE’s option. The Loan matures in January of 2012 and quarterly principal payment of $3.825 million commence on March 31, 2007. The Loan is secured by guarantees of TE’s direct subsidiaries, certain affiliated companies and the Company, and security interests in all of TE’s and the guarantors’ tangible and intangible assets, including a pledge of all equity interests in TE and the guarantors (including the Company).

F-123

Report of Independent Auditors

To Shareholders of

Aztar Corporation

We have audited the accompanying consolidated balance sheet of Aztar Corporation as of December 31, 2006, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aztar Corporation at December 31, 2006, and the consolidated results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/  Ernst & Young LLP

Cincinnati, Ohio

April 20, 2007

F-124

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Aztar Corporation:

In our opinion, the consolidated balance sheet as of December 31, 2005 and the related consolidated statements of operations, of shareholders’ equity and of cash flows for each of two years in the period ended December 31, 2005 present fairly, in all material respects, the financial position of Aztar Corporation and its subsidiaries at December 31, 2005, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Phoenix, Arizona

February 23, 2006, except with

respect to the effects of the

discontinued operation

discussed in Note 17,

as to which the date is

November 20, 2006

F-125

AZTAR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2006 AND 2005
(In thousands, except share data)

	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	121,416		$	86,361
Accounts receivable, net		26,347			26,469
Construction accident receivables		1,599			2,949
Refundable income taxes		6,205			1,288
Inventories		8,782			7,350
Prepaid expenses		18,218			13,394
Assets held for sale		35,998			—
Deferred income taxes		8,322			11,026
Total current assets		226,887			148,837
Investments		25,129			25,215
Assets held for sale		—			33,559
Property and equipment:
Buildings, riverboats and equipment, net		991,746			986,025
Land		207,513			207,514
Construction in progress		22,432			18,339
Leased under capital leases, net		81			9
		1,221,772			1,211,887
Intangible assets		32,999			33,331
Other assets		66,465			102,505
	$	1,573,252		$	1,555,334
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accruals	$	68,524		$	91,369
Accrued payroll and employee benefits		24,060			25,765
Accrued interest payable		7,330			7,577
Accrued rent		1			760
Current portion of long-term debt		7,046			1,293
Current portion of other long-term liabilities		949			824
Merger termination fee reimbursement		78,000			—
Liabilities related to assets held for sale		2,634			2,495
Total current liabilities		188,544			130,083
Long-term debt		695,665			721,676
Other long-term liabilities		21,418			16,419
Deferred income taxes		41,469			46,006
Contingencies and commitments
Series B convertible preferred stock (redemption value $23,713 and $15,107)		4,182			4,620
Shareholders’ equity:
Common stock, $.01 par value (36,876,814 and 35,778,952 shares outstanding)		559			546
Paid-in capital		514,106			474,637
Retained earnings		332,075			373,897
Accumulated other comprehensive loss		(4,712	)		(1,899	)
Less: Treasury stock		(220,054	)		(210,651	)
Total shareholders’ equity		621,974			636,530
	$	1,573,252		$	1,555,334

The accompanying notes are an integral part of these financial statements.

F-126

AZTAR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2006,

DECEMBER 31, 2005 AND DECEMBER 30, 2004

(In thousands, except per share data)

	2006			2005			2004
Revenues
Casino	$	673,929		$	673,342		$	587,114
Rooms		107,289			104,051			85,713
Food and beverage		58,773			59,438			54,677
Other		54,345			50,833			39,310
		894,336			887,664			766,814
Costs and expenses
Casino		265,823			268,346			246,445
Rooms		48,258			47,495			42,602
Food and beverage		57,313			56,886			53,729
Other		29,200			29,844			27,891
Marketing		82,025			90,980			74,102
General and administrative		88,338			89,900			81,824
Utilities		25,234			25,864			19,844
Repairs and maintenance		27,254			26,926			25,535
Provision for doubtful accounts		2,475			1,687			967
Property taxes and insurance		38,078			32,956			29,589
Rent		11,590			7,856			8,711
Construction accident related		5,420			4,276			3,956
Construction accident insurance recoveries, net		(12,229	)		(871	)		(12,217	)
Merger related		92,972			—			—
Depreciation and amortization		70,027			64,381			52,213
Preopening costs		—			—			2,893
Tropicana Las Vegas capitalized development costs write-off		26,021			—			—
		857,799			746,526			658,084
Operating income		36,537			141,138			108,730
Other income		2,640			6,001			3,907
Interest income		1,849			1,390			807
Interest expense		(55,935	)		(56,366	)		(37,012	)
Loss on early retirement of debt		—			—			(10,372	)
Income(loss) from continuing operations before income taxes		(14,909	)		92,163			66,060
Income taxes		(29,247	)		(38,598	)		(38,973	)
Income(loss) from continuing operations		(44,156	)		53,565			27,087
Discontinued operations, net of income taxes		4,351			2,395			1,388
Net income(loss)	$	(39,805	)	$	55,960		$	28,475
Earnings per common share assuming no dilution:
Income(loss) from continuing operations	$	(1.27	)	$	1.48		$	.75
Discontinued operations, net of income taxes		.12			.07			.04
Net income(loss)	$	(1.15	)	$	1.55		$	.79
Earnings per common share assuming dilution:
Income(loss) from continuing operations	$	(1.27	)	$	1.42		$	.72
Discontinued operations, net of income taxes		.12			.07			.04
Net income(loss)	$	(1.15	)	$	1.49		$	.76
Weighted-average common shares applicable to:
Earnings per common share assuming no dilution		36,281			35,332			34,547
Earnings per common share assuming dilution		36,281			37,111			36,038

The accompanying notes are an integral part of these financial statements.

F-127

AZTAR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006, DECEMBER 31, 2005 AND DECEMBER 30, 2004
(In thousands)

	2006			2005			2004
Cash Flows from Operating Activities
Net income(loss)	$	(39,805	)	$	55,960		$	28,475
Adjustments to reconcile net income(loss) to net cash provided by operating activities:
Depreciation and amortization		73,666			69,786			56,950
Tropicana Las Vegas capitalized development costs write-off		26,021			—			—
Stock options compensation expense		3,739			462			—
Provision for losses on accounts receivable		2,475			1,687			967
Loss on early retirement of debt		—			—			10,372
Loss on reinvestment obligation		1,122			1,885			991
Amortization of prepaid rent		504			591			470
Deferred income taxes		(1,833	)		5,323			17,140
Proceeds from insurance		(7,602	)		(6,706	)		(10,879	)
Stock options excess tax benefit		(11,606	)		—			—
Change in operating assets and liabilities:
(Increase) decrease in receivables		(932	)		(8,778	)		(5,275	)
(Increase) decrease in refundable income taxes		(4,917	)		18,169			(13,870	)
(Increase) decrease in inventories and prepaid expenses		(3,332	)		(3,390	)		(1,745	)
Increase (decrease) in accounts payable, accrued expenses and income taxes payable		6,272			(2,567	)		19,879
Other items, net		2,273			(7,823	)		1,791
Net cash provided by operating activities		46,045			124,599			105,266
Cash Flows from Investing Activities
Reduction in investments		3,714			3,747			1,930
Return of insurance deposits		—			6,000			—
Proceeds from sale of other assets		8,499			—			—
Proceeds from insurance		7,602			6,706			10,879
Reduction in other assets		7,758			8,330			1,575
Purchases of property and equipment		(76,114	)		(85,936	)		(160,327	)
Additions to other long-term assets		(20,636	)		(38,693	)		(44,624	)
Net cash used in investing activities	$	(69,177	)	$	(99,846	)	$	(190,567	)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt	$	645,050		$	446,980		$	1,018,572
Proceeds from issuance of common stock		20,675			10,120			3,613
Merger termination fee reimbursement		78,000			—			—
Stock options excess tax benefit		11,606			—			—
Principal payments on long-term debt		(683,987	)		(439,359	)		(930,921	)
Premium paid on early retirement of debt		—			—			(7,616	)
Principal payments on other long-term liabilities		(23	)		(22	)		(22	)
Debt issuance costs		—			—			(12,768	)
Repurchase of common stock		(9,403	)		(5,799	)		(1,858	)
Preferred stock dividend		(349	)		(383	)		(406	)
Redemption of preferred stock		(2,115	)		(999	)		(971	)
Net cash provided by financing activities		59,454			10,538			67,623
Net increase (decrease) in cash and cash equivalents		36,322			35,291			(17,678	)
Less the change related to assets held for sale		(1,267	)		(283	)		28
Cash and cash equivalents at beginning of year		86,361			51,353			69,003
Cash and cash equivalents at end of year	$	121,416		$	86,361		$	51,353
Supplemental Cash Flow Disclosures
Summary of non-cash investing and financing activities:
Other assets reduced for property and equipment	$	2,236		$	—		$	—
Investments reduced for property and equipment		1,680			—			—
Contract payable incurred for intangible assets		307			—			—
Contract payable incurred for property and equipment		—			356			—
Accounts payable and accruals incurred for property and equipment		543			—			—
Capital lease obligations incurred for property and equipment		94			—			—
Other long-term liabilities incurred for property and equipment		—			1,087			—
Other long-term liabilities reduced for property and equipment		795			—
Exchange of common stock in lieu of cash payments in connection with the exercise of stock options		—			3,447			2,050
Cash flow during the year for the following:
Interest paid, net of amount capitalized	$	53,858		$	55,549		$	35,639
Income taxes paid		21,616			7,596			30,806

The accompanying notes are an integral part of these financial statements.

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AZTAR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2006, DECEMBER 31, 2005 AND DECEMBER 30, 2004
(In thousands)

								Accumulated
								Other
								Comprehensive
	Common		Paid-in		Retained			Loss-Pension			Treasury
	Stock		Capital		Earnings			Adjustment			Stock			Total
Balance, January 1, 2004	$	526	$	441,498	$	291,573		$	(1,526	)	$	(197,497	)	$	534,574
Net income						28,475									28,475
Minimum pension liability adjustment, net of income tax									(1,733	)					(1,733	)
Total comprehensive income															26,742
Stock options exercised		7		5,656								(3,908	)		1,755
Tax benefit from stock options exercised				4,250											4,250
Preferred stock dividend and losses on redemption						(1,030	)								(1,030	)
Balance, December 30, 2004		533		451,404		319,018			(3,259	)		(201,405	)		566,291
Net income						55,960									55,960
Minimum pension liability adjustment, net of income tax									1,360						1,360
Total comprehensive income															57,320
Stock options exercised		13		14,016								(9,246	)		4,783
Tax benefit from stock options exercised				9,217											9,217
Preferred stock dividend and losses on redemption						(1,081	)								(1,081	)
Balance, December 31, 2005		546		474,637		373,897			(1,899	)		(210,651	)		636,530
Net income(loss)						(39,805	)								(39,805	)
Minimum pension liability adjustment, net of income tax									(109	)					(109	)
Total comprehensive income(loss)															(39,914	)
Adjustment to initially apply FASB Statement No. 158, net of income tax									(2,704	)					(2,704	)
Stock options compensation expense				3,739											3,739
Stock options exercised		13		20,662								(9,403	)		11,272
Tax benefit from stock options exercised				15,068											15,068
Preferred stock dividend and losses on redemption						(2,017	)								(2,017	)
Balance, December 31, 2006	$	559	$	514,106	$	332,075		$	(4,712	)	$	(220,054	)	$	621,974

The accompanying notes are an integral part of these financial statements.

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidated Statements

Aztar Corporation (“Aztar” or “Company”) was incorporated in Delaware in June 1989 to operate the gaming business of Ramada Inc. (“Ramada”) after the restructuring of Ramada (“Restructuring”). The Restructuring involved the disposition of Ramada’s hotel and restaurant businesses with Ramada’s shareholders retaining their interest in the gaming business. As part of the Restructuring, the gaming business and certain other assets and liabilities of Ramada were transferred to Aztar, and a wholly-owned subsidiary of New World Hotels (U.S.A.), Inc. was merged with Ramada (“Merger”). In the Merger, each share of Ramada common stock was converted into the right to receive $1.00 and one share of Aztar common stock.

The Company operates casino hotels in Atlantic City, New Jersey and Las Vegas, Nevada, under the Tropicana name and in Laughlin, Nevada, as Ramada Express. The Company operates casino riverboats in Caruthersville, Missouri and Evansville, Indiana under the Casino Aztar name. Refer to “Note 13: Merger Related” for information regarding changes to the Company and its riverboat in Caruthersville, Missouri. A substantial portion of the Company’s consolidated revenues and assets is concentrated at the Atlantic City Tropicana.

The consolidated financial statements include the accounts of Aztar and all of its controlled subsidiaries and partnerships. All subsidiary companies are wholly owned. All material intercompany transactions are eliminated in consolidation.

The Company changed its fiscal year to the calendar year, effective December 31, 2005. The Company previously used a 52/53 week fiscal year ending on the Thursday nearest December 31. The twelve months ended 2006 reflects the Company’s results of operations for a 365-day period beginning January 1, 2006 and ending December 31, 2006. The twelve months ended 2005 reflects the Company’s results of operations for a 366-day period beginning December 31, 2004 and ending December 31, 2005. The twelve months ended 2004 reflects the Company’s results of operations for a 364-day period beginning January 2, 2004 and ending December 30, 2004.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Highly liquid investments purchased with an original maturity of three months or less are classified as cash equivalents. These instruments are stated at cost, which approximates fair value because of their short maturity.

Inventories

Inventories, which consist primarily of food, beverage and operating supplies, are stated at the lower of cost or market value. Costs are determined using the first-in, first-out and the average cost methods.

Advertising Costs

Costs for advertising are expensed as incurred, except costs for direct-response advertising, which are capitalized and amortized over the period of the related program, which varies from one month to six months. Direct-response advertising costs consist primarily of mailing costs associated with direct-mail programs. Capitalized advertising costs, included in prepaid expenses, were immaterial at December 31,

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Notes to Consolidated Financial Statements — (Continued)

2006 and December 31, 2005. Advertising costs that were expensed during the year and included in continuing operations were $16,487,000 in 2006, $17,017,000 in 2005 and $17,665,000 in 2004.

Investments

The Casino Reinvestment Development Authority (“CRDA”) deposits are carried at cost less a valuation allowance because they have to be used to purchase CRDA bonds that carry below market interest rates unless an alternative investment is approved. The valuation allowance is established by a charge to the Statement of Operations at the time the obligation is incurred to make the deposit unless there is an agreement with the CRDA for a return of the deposit at full face value. If the CRDA deposits are used to purchase CRDA bonds, the valuation allowance is transferred to the bonds as a discount, which is amortized to interest income using the interest method. If the CRDA deposits are used to make other investments, the valuation allowance is transferred to those investments and remains a valuation allowance.

The CRDA bonds are classified as held-to-maturity securities and are carried at amortized cost less a valuation allowance.

Property and Equipment

Property and equipment are stated at cost. During construction, the Company capitalizes interest and other direct and indirect costs, which are primarily property taxes, insurance costs, outside legal costs and the compensation costs of project personnel devoted exclusively to managing the project. Interest is capitalized monthly by applying the effective interest rate on certain borrowings to the average balance of expenditures. The interest that was capitalized during the year was $1,032,000 in 2006, $127,000 in 2005 and $12,886,000 in 2004.

Depreciation and amortization are computed by the straight-line method based upon the following useful lives: buildings and improvements, 3-40 years; riverboats, barge, docking facilities and improvements, 3-35 years; furniture and equipment, 3-15 years; and leasehold improvements, shorter of lease term or asset useful life. Accumulated depreciation and amortization on buildings, riverboats and equipment was $652,165,000 at December 31, 2006 and $600,010,000 at December 31, 2005.

Improvements, renewals and extraordinary repairs that extend the life of the asset are capitalized; other repairs and maintenance are expensed. The cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss, if any, on disposition is recognized in income as realized.

Intangible Assets

Costs incurred to obtain initial gaming licenses to operate a casino are capitalized as incurred. These costs are not being amortized as the Company has determined that the useful life of the initial gaming licenses is indefinite. Subsequent costs incurred to renew gaming licenses are capitalized and amortized evenly over the renewal period. Licensing costs consist primarily of payments or obligations to civic and community organizations, legal and consulting fees, application and selection fees with associated investigative costs and direct internal salaries and related costs of development personnel.

Other Assets

Debt issuance costs are capitalized as incurred and amortized using the interest method.

Development costs associated with pursuing opportunities in gaming jurisdictions, as well as in jurisdictions in which gaming has not been approved, are expensed as incurred until a particular opportunity is determined to be viable, generally when the Company has been selected as the operator of a new gaming

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

facility, has applied for a gaming license or has obtained rights to a specific site. Development costs incurred subsequent to these criteria being met are capitalized. Development costs associated with the Company’s existing properties are expensed as incurred until a particular project is deemed viable and selected for further evaluation, after which they are capitalized. Development costs consist primarily of licensing costs, site acquisition costs, concept and design fees and architectural fees. In jurisdictions in which gaming has not been approved, only site acquisition costs are capitalized. In the event a project is later determined not to be viable or the Company is not licensed to operate a facility at a site, the capitalized costs related to this project or site would be expensed. There were no capitalized costs related to development projects at December 31, 2006. At December 31, 2005, the Company had capitalized development costs of $25,008,000. Refer to “Note 14: Tropicana Las Vegas Capitalized Development Costs Write-Off” for information regarding the write-off in 2006 of capitalized development costs.

Leasing costs are capitalized as incurred and amortized evenly, as a reduction to rental income, over the related lease terms. Leasing costs consist primarily of tenant allowances, which are incentives provided to tenants whereby the Company agrees to pay certain amounts toward tenant leasehold improvements or other tenant development costs. Leasing costs also include lease acquisition costs, which consist primarily of leasing agent fees and legal fees incurred by the Company.

Valuation of Long-Lived Assets

Long-lived assets and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances warrant such a review. The carrying value of a long-lived or amortizable intangible asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposition. If and when a long-lived asset is reviewed for impairment, the Company performs the review on a property-by-property basis. In doing so, a property’s long-lived assets are grouped with all of the property’s other assets and liabilities since the Company believes the property is the lowest level for which identifiable cash flows are largely independent of the cash flows of its other assets and liabilities. An annual impairment review based on fair value is required for all intangible assets with indefinite lives. The Company performed an impairment test of its intangible assets with indefinite lives during the year 2006 and concluded that there was no impairment.

Equity Instruments

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004) (“SFAS 123(R)”), “Share-Based Payment”. SFAS 123(R), which became effective for the Company on January 1, 2006, establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. SFAS 123(R) supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations, which the Company previously elected to follow. In addition, SFAS 123(R) replaces Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”.

SFAS 123(R) requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and the estimated number of awards that are expected to vest. That cost is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period. As permitted under SFAS 123(R), the Company has elected to apply a modified prospective application as the transition method from APB 25 to SFAS 123(R). Compensation cost for the portion of awards for which the

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

requisite service has not been rendered that are outstanding as of the required effective date is recognized as the requisite service is rendered on or after the required effective date based on the grant-date fair value as previously determined under SFAS 123. For periods before the required effective date, companies may elect to adjust financial statements of prior periods on a basis consistent with the pro forma disclosures required for those periods by SFAS 123. The Company has elected not to adjust its financial statements for prior periods. The Company recognized $3,739,000 in 2006 of compensation expense in the Consolidated Statement of Operations. After the related income tax effect, this resulted in an increase in net loss, net loss per common share assuming no dilution and net loss per common share assuming dilution of $2,395,000, $.07 in 2006. Under APB 25, there would not have been any compensation expense. The Company classifies its stock-based compensation expense in the Consolidated Statement of Operations in a manner consistent with its classification of cash compensation paid to the same employees. Also in the 2006 Consolidated Statement of Cash Flows, the Company decreased cash from operating activities and increased cash from financing activities by $11,606,000 related to excess tax benefits from stock options exercised. Under APB 25, the Company would not have decreased cash from operating activities or increased cash from financing activities by $11,606,000. As of December 31, 2006, the Company had $3,084,000 of unrecognized compensation cost related to awards granted under its stock option plans. The Company expects to recognize that cost over a weighted-average period of 1.2 years.

Prior to January 1, 2006, the Company measured the cost of its stock options by applying the intrinsic-value-based method of accounting as prescribed by APB 25 and related interpretations. Under APB 25, because the exercise price of the Company’s stock options equaled the market price of the underlying stock on the date of grant, no compensation expense was recognized. Because of the prior election to follow APB 25, the Company is required to continue providing pro forma information regarding net income(loss) and earnings per share for all reporting periods ending prior to January 1, 2006 as if the Company had accounted for its stock option plans under the fair-value-based method of SFAS 123. The fair value for options granted was estimated at the date of grant or modification using a Black-Scholes option pricing model with weighted-average assumptions. In 2006, there were no stock options granted; therefore no weighted-average assumptions were made for the year 2006. The weighted-average assumptions for the 2005 and 2004 fiscal years are as follows: risk-free interest rate of 3.8% in 2005 and 4.2% in 2004, no dividend in 2005 and 2004, volatility factor of the expected market price of the Company’s common stock of .36 in 2005 and .47 in 2004, and an expected life of the option of 5.0 years in 2005 and 2004. The risk-free interest rate was derived from the annual interest yield on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the options. The annual interest yield was taken from an authoritative published source such as the Wall Street Journal on the date the options were granted. Expected volatility was estimated through a review of historical stock price volatility adjusted for future expectations. The expected term of the options represented the period of time options granted were expected to be outstanding and was estimated through a review of historical exercise behavior and other factors expected to influence behavior such as expected volatility and employees’ ages and lengths of service.

During the 2002 fiscal year, the Company began including a “retirement eligible” clause in its stock option grants, whereby stock options granted to employees who have reached the age of sixty and who have provided ten years of service automatically vest on the employee’s retirement date. For purposes of the SFAS 123 pro forma disclosures, the Company has historically amortized the fair value of the options to expense over the options’ vesting period, a methodology referred to as the nominal vesting approach. Under the nominal vesting approach, if a retirement eligible employee elected retirement before the end of the options’ vesting period, the Company recognized an expense on the retirement date for the remaining unamortized compensation cost.

Starting in 2006, the Company adopted the non-substantive vesting approach for new options granted. Under the non-substantive approach, the fair value of the options granted to retirement eligible employees

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

is expensed immediately at the date of grant. For those employees who become retirement eligible during the vesting period, the expense is amortized over the period from the grant date to the date of retirement eligibility. The Company will continue to use the nominal vesting approach after January 1, 2006 for all options granted prior to January 1, 2006.

The computations of proforma net income(loss) under SFAS 123 using both the nominal vesting approach and the non-substantive vesting approach are presented below. The pro forma information using the nominal vesting approach is as follows (in thousands, except per share data):

	2005			2004
Net income, as reported	$	55,960		$	28,475
Add: Stock-based employee compensation expense included in reported net income, net of income tax benefit		300			—
Deduct: Total stock-based employee compensation expense determined under the fair-value-based method of accounting, net of income tax benefit		(4,122	)		(3,977	)
Pro forma net income	$	52,138		$	24,498
Net income per common share assuming no dilution:
As reported	$	1.55		$	.79
Pro forma	$	1.45		$	.68
Net income per common share assuming dilution:
As reported	$	1.49		$	.76
Pro forma	$	1.38		$	.65

The pro forma information assuming the Company had previously adopted the non-substantive vesting approach is as follows (in thousands, except per share data):

	2006			2005			2004
Net income(loss), as reported	$	(39,805	)	$	55,960		$	28,475
Add: Stock-based employee compensation expense included in reported net income, net of income tax benefit		—			300			—
Add(Deduct): Impact of stock-based employee compensation expense if the non-substantive approach had been used to amortize compensation expense determined under the fair-value-based method of accounting, net of income tax		927			(3,652	)		(4,782	)
Pro forma net income(loss)	$	(38,878	)	$	52,608		$	23,693
Net income(loss) per common share assuming no dilution:
As reported	$	(1.15	)	$	1.55		$	.79
Pro forma	$	(1.13	)	$	1.46		$	.66
Net income(loss) per common share assuming dilution:
As reported	$	(1.15	)	$	1.49		$	.76
Pro forma	$	(1.13	)	$	1.39		$	.63

Revenue Recognition

Casino revenue consists of gaming win net of losses. Other revenue consists of revenue from many various sources such as entertainment, retail outlets including gift shops, telephone, commissions and surcharges, hotel services and rental income. These revenues are recognized as earned. The Company

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

makes cash promotional offers to certain of its customers, including cash rebates as part of loyalty programs generally based on an individual’s level of gaming play. These costs are classified as a reduction in casino revenue. Revenues exclude the retail value of complimentary food and beverage, accommodations and other goods and services provided to customers. The estimated costs of providing such complimentaries have been classified as casino expenses through interdepartmental allocations and the amounts included in continuing operations are as follows (in thousands):

	2006		2005		2004
Rooms	$	20,215	$	20,511	$	18,451
Food and beverage		53,416		55,137		48,289
Other		2,303		1,849		2,702
	$	75,934	$	77,497	$	69,442

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or income tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings per Share

Earnings per common share assuming no dilution is computed by dividing income applicable to common shareholders by the weighted-average number of common shares outstanding. Earnings per common share, assuming dilution, is computed based on the weighted-average number of common shares outstanding after consideration of the dilutive effect of stock options and the assumed conversion of the preferred stock at the stated rate.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109. In doing so, FIN 48 prescribes the application of a two-step process to account for tax positions. The first step establishes standards for the recognition of the financial effect of a tax position. The second step establishes standards for the measurement of the financial effect of a tax position that meets the recognition standards of step one. A tax position, as used in FIN 48, refers to a position taken in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. Under the first step, the financial statement effect of a tax position is recognized when it is more-likely-than-not, based on the technical merits, that the position will be sustained upon examination. Under the second step, a tax position that meets the more-likely-than-not recognition threshold shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. FIN 48 is effective for the Company at the beginning of the 2007 calendar year. The cumulative effect of adopting FIN 48, if any, shall be reported as an adjustment to the opening balance of retained earnings or other appropriate component of shareholders’ equity. The Company has not determined the effect of FIN 48 on its consolidated financial position.

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Reclassifications

The accompanying consolidated financial statements reflect certain reclassifications for discontinued operations as described in “Note 17: Discontinued Operations.” These reclassifications have no effect on previously reported net income(loss). In addition, certain reclassifications have been made in the 2005 Consolidated Statement of Cash Flows in order to be comparable with the 2006 presentation.

NOTE 2.   CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and trade accounts receivable. The Company places its cash and temporary cash investments with high-credit-quality financial institutions. At times, such investments may be in excess of the FDIC and SIPC insurance limits.

The Atlantic City Tropicana has a concentration of credit risk in the northeast region of the U.S. The accounts receivable at the Nevada operations are concentrated in California and the southwest region of the U.S. As a general policy, the Company does not require collateral for these receivables. At December 31, 2006 and December 31, 2005, the net accounts receivable at Tropicana Atlantic City were $20,318,000 and $21,344,000, respectively, and the net accounts receivable at Tropicana Las Vegas and Ramada Express combined were $3,696,000 and $4,250,000, respectively.

Trade receivables are initially recorded at cost. Accounts are written off when the Company deems the account to be uncollectible. An allowance for doubtful accounts is maintained at a level considered adequate to provide for possible future losses. The allowance is estimated based on specific review of customer accounts, the age of the receivables, the Company’s historical collection experience and current economic conditions. At December 31, 2006 and December 31, 2005, the allowance for doubtful accounts was $8,574,000 and $12,601,000, respectively.

NOTE 3.   INVESTMENTS

Investments consist of the following (in thousands):

	December 31,		December 31,
	2006		2005
CRDA deposits, net of a valuation allowance of $4,894 and $4,148	$	13,736	$	11,872
CRDA bonds, net of a valuation allowance of $1,958 and $1,943 and an unamortized discount of $3,297 and $3,481		6,411		6,679
CRDA other investments, net of a valuation allowance of $1,297 and $2,073		4,982		6,664
	$	25,129	$	25,215

The Company has a New Jersey investment obligation based upon its New Jersey casino revenue. The Company may satisfy this investment obligation by investing in qualified eligible direct investments, by making qualified contributions or by depositing funds with the CRDA. Deposits with the CRDA bear interest at money market rates. These deposits, under certain circumstances, may be donated to the CRDA in exchange for credits against future investment obligations. If not used for other purposes, the CRDA deposits are used to invest in bonds issued by the CRDA as they become available that bear interest at two-thirds of market rates. The CRDA bonds have various contractual maturities that range from 8 to 40 years. Actual maturities may differ from contractual maturities because of prepayment rights.

In April 2002, the Company commenced construction on a major expansion project at the Atlantic City Tropicana. The Company has an agreement with the CRDA for approximately $20,100,000 in funding in connection with this expansion project. As of December 31, 2006, the Company has received

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

approximately $18,800,000 in funding from the CRDA under this agreement. At December 31, 2006 and December 31, 2005, the Company had approximately $100,000 and $500,000, respectively, in available deposits with the CRDA that qualified for this funding and accordingly reclassified these amounts to accounts receivable.

NOTE 4:   INTANGIBLE ASSETS

Acquired intangible assets consist of the following (in thousands):

	December 31, 2006				December 31, 2005
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Subject to amortization:
Gaming license renewal costs	$	2,653	$	2,092	$	2,636	$	1,560
Other		422		117		211		89
	$	3,075	$	2,209	$	2,847	$	1,649
Not subject to amortization:
Tropicana trademark	$	22,172			$	22,172
Initial gaming licenses		9,961				9,961
	$	32,133			$	32,133

Amortization of acquired intangible assets included in continuing operations was $561,000 in 2006, $617,000 in 2005 and $637,000 in 2004.

Estimated future amortization expense applicable to continuing operations for the acquired intangible assets subject to amortization at December 31, 2006 is as follows for each of the five years subsequent to December 31, 2006 (in thousands):

2007	$	505
2008		58
2009		58
2010		55
2011		51

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Notes to Consolidated Financial Statements — (Continued)

NOTE 5.   LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

	December 31,			December 31,
	2006			2005
9% Senior Subordinated Notes Due 2011; redeemable at a defined premium	$	175,000		$	175,000
77/8% Senior Subordinated Notes due 2014; redeemable at a defined premium		300,000			300,000
Revolver; floating rate, 8.5% at December 31, 2006; matures July 22, 2009		105,220			124,500
Term Loan; floating rate, 8.5% at December 31, 2006; matures July 22, 2009		121,875			123,125
Contracts payable; 4.3% to 9.5%; maturities to 2014		545			328
Obligations under capital leases		71			16
		702,711			722,969
Less current portion		(7,046	)		(1,293	)
	$	695,665		$	721,676

Maturities of long-term debt for the five years subsequent to December 31, 2006 are as follows (in thousands):

2007	$	7,046
2008		16,413
2009		204,046
2010		36
2011		175,039

Interest on the 9% Senior Subordinated Notes due August 15, 2011 (“9% Notes”) is payable on February 15 and August 15. At any time prior to August 15, 2006, the 9% Notes are redeemable at the option of the Company, in whole or in part, at a price of 100% of the principal amount plus a redemption premium plus accrued and unpaid interest. The redemption premium will be equal to the greater of (1) 1% of the principal amount or (2) the excess of (A) the sum of the present values of (i) 104.5% of the principal amount and (ii) all required interest payments through August 15, 2006, excluding accrued but unpaid interest, computed in each case using a discount rate equal to the Treasury rate at the time of redemption plus 50 basis points over (B) the principal amount. On or after August 15, 2006, the 9% Notes are redeemable at the option of the Company, in whole or in part, at prices from 104.5% of the principal amount plus interest declining to 100% of the principal amount plus interest beginning August 15, 2009.

Interest on the 77/8% Senior Subordinated Notes due June 15, 2014 (“7 7/8% Notes”) is payable semiannually on June 15 and December 15. At any time prior to June 15, 2009, the 77/8% Notes are redeemable at the option of the Company, in whole or in part, at a price of 100% of the principal amount plus a redemption premium plus accrued and unpaid interest. The redemption premium will be equal to the greater of (1) 1% of the principal amount or (2) the excess of (A) the sum of the present values of (i) 103.938% of the principal amount and (ii) all required interest payments through June 15, 2009, excluding accrued but unpaid interest, computed in each case using a discount rate equal to the Treasury rate at the time of redemption plus 50 basis points over (B) the principal amount. On or after June 15, 2009, the 77/8% Notes are redeemable at the option of the Company, in whole or in part, at prices from

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Notes to Consolidated Financial Statements — (Continued)

103.938% of the principal amount plus accrued and unpaid interest declining to 100% of the principal amount plus accrued and unpaid interest beginning June 15, 2012.

At any time on or prior to June 15, 2007, the Company may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture for the 77/8% Notes with the net proceeds of one or more equity offerings by the Company at a redemption price of 107.875% of the principal amount plus accrued and unpaid interest, provided that (1) at least 65% of the principal amount of the 77/8% Notes issued remains outstanding immediately after such redemption and (2) the redemption occurs within 60 days of the closing of such equity offering.

The 9% Notes and 77/8% Notes, ranked pari passu, are general unsecured obligations of the Company and are subordinated in right of payment to all present and future senior indebtedness (as defined) of the Company. Upon change of control of the Company, the holders of the 9% Notes and 77/8% Notes would have the right to require repurchase of the respective notes at 101% of the principal amount plus accrued and unpaid interest. Certain covenants in the 9% Notes and 77/8% Notes limit the ability of the Company to incur indebtedness, make certain payments or engage in mergers, consolidations or sales of assets.

The Company has a $675,000,000 senior secured credit facility (“Credit Agreement”) consisting of a five-year revolving credit facility (including letter of credit and swingline sublimits) of up to $550,000,000 (“Revolver”) and a five-year term loan facility of $125,000,000 (“Term Loan”). On June 30, 2006, the maximum amount available under the Revolver decreased by $125,000,000, leaving $313,887,000 available as of December 31, 2006 for future borrowing after consideration of outstanding letters of credit, subject to quarterly financial tests as described below. The maximum amount available under the Revolver decreased since the Company did not commence redevelopment of the Las Vegas Tropicana property or enter into an alternative project approved by the lenders holding a majority of the commitments.

Under the Credit Agreement, the original Term Loan calls for quarterly principal payments of $312,500 on a calendar basis through June 29, 2007, then $3,125,000 through June 30, 2008 and then $5,000,000 through March 31, 2009, with the balance due at maturity. Under the Credit Agreement, interest on the respective facilities is computed based upon, at the Company’s option, a one-, two-, three- or six-month Eurodollar rate plus a margin ranging from 1.25% to 2.75%, or the prime rate plus a margin ranging from 0.25% to 1.75%; the applicable margin is dependent on the Company’s ratio of outstanding indebtedness to operating cash flow, as defined. As of December 31, 2006, the margin was at the lowest level. Interest computed based upon the Eurodollar rate is payable quarterly or on the last day of the applicable Eurodollar interest period, if earlier. Interest computed based upon the prime rate is payable quarterly. The Company incurs a commitment fee ranging from 0.25% to 0.625% per annum on the unused portion of the Revolver.

Under the Credit Agreement, each of the revolving credit facility and term loan facility and any additional facility is unconditionally guaranteed by each of the Company’s existing and future subsidiaries (other than certain unrestricted subsidiaries) and the facilities (and guarantees thereof) are secured by a perfected first priority security interest in substantially all of the personal and real property assets of the Company and such subsidiaries. The Credit Agreement imposes various restrictions on the Company, including limitations on its ability to incur additional debt, commit funds to capital expenditures and investments, merge or sell assets. The Credit Agreement prohibits dividends on the Company’s common stock (other than those payable in common stock) and repurchases of the Company’s common stock in excess of $30,000,000 per year with limited exceptions. In addition, the Credit Agreement contains quarterly financial tests, including a minimum fixed charge coverage and maximum ratios of total debt and senior debt to operating cash flow. The senior secured credit facility includes usual and customary events of default for facilities of this nature (with customary grace periods, as applicable), and provides that, in the event of a change in control, as defined, the majority lenders will have the right to require prepayment of the facility.

F-139

AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

NOTE 6.   LEASE OBLIGATIONS

The Company is a lessee under a number of noncancelable lease agreements involving land, buildings, leasehold improvements and equipment, some of which provide for contingent rentals based on revenues. The leases extend for various periods up to five years and generally provide for the payment of executory costs (taxes, insurance and maintenance) by the Company. Certain of these leases have provisions for renewal options ranging from one to 30 years, primarily under similar terms, and/or options to purchase at various dates.

Properties leased under capital leases are as follows (in thousands):

	December 31,			December 31,
	2006			2005
Furniture and equipment	$	1,447		$	1,367
Less accumulated amortization		(1,366	)		(1,358	)
	$	81		$	9

Amortization of furniture and equipment leased under capital leases included in continuing operations, computed on a straight-line basis, was $22,000 in 2006, $17,000 in 2005 and $18,000 in 2004.

Minimum future lease obligations on long-term, noncancelable leases in effect at December 31, 2006 are as follows (in thousands):

Year	Capital			Operating
2007	$	64		$	3,911
2008		34			2,513
2009		6			1,275
2010		—			1,131
2011		—			215
Thereafter		—			53
		104		$	9,098
Amount representing executory costs		(17	)
Amount representing interest		(16	)
Net present value		71
Less current portion		(41	)
Long-term portion	$	30

The above net present value is computed based on specific interest rates determined at the inception of the leases. Rent expense included in continuing operations is detailed as follows (in thousands):

	2006		2005		2004
Minimum rentals	$	6,814	$	6,555	$	6,431
Contingent rentals		4,776		1,301		2,280
	$	11,590	$	7,856	$	8,711

The total minimum rentals to be received in the future under noncancelable subleases is $115,000 as of December 31, 2006.

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

NOTE 7.   OTHER LONG-TERM LIABILITIES

Other long-term liabilities consist of the following (in thousands):

	December 31,			December 31,
	2006			2005
Deferred compensation and retirement plans	$	21,528		$	15,630
Asset retirement obligations		592			1,342
Las Vegas Boulevard beautification assessment		247			271
		22,367			17,243
Less current portion		(949	)		(824	)
	$	21,418		$	16,419

Refer to “Note 11: Benefit Plans” for information on a lump-sum cash payment made to a defined benefit plan participant. The deferred compensation and retirement plans liability noted above decreased during 2005 as a result of the cash payment.

NOTE 8.   REDEEMABLE PREFERRED STOCK

A series of preferred stock consisting of 100,000 shares has been designated Series B ESOP Convertible Preferred Stock (“Series B Stock”) and those shares were issued on December 20, 1989, to the Company’s Employee Stock Ownership Plan (“ESOP”). In 2001, the ESOP was merged into the Aztar Corporation 401(k) Plan (“401(k) Plan”) and the assets of the ESOP were subsequently transferred to the 401(k) Plan.

Beginning January 1, 2001, the Series B Stock was held by the Aztar Corporation 401(k) Plan Stock and Insurance Trust. During 2006, 2005 and 2004, respectively, 4,377 shares, 2,946 shares and 3,385 shares were redeemed primarily in connection with employee terminations. At December 31, 2006, cumulative redemptions totaled 58,178 shares. The Series B Stock has an annual dividend rate of $8.00 per share per annum payable semiannually in arrears. These shares have no voting rights except under certain limited, specified conditions. Shares may be converted into common stock at $9.46 per share of common stock and have a liquidation preference of $100 per share plus accrued and unpaid dividends.

The shares that have vested are redeemable at the higher of $100 per share plus accrued and unpaid dividends, appraised value or conversion value, at the election of the participant upon becoming eligible to redeem Series B Stock or at the election of the Company. The participant or beneficiary may elect to receive cash or common stock of the Company for the redemption value. The Company may elect to fund the redemption with either cash or its common stock. The excess of the redemption value of the Series B Stock over the carrying value is charged to retained earnings upon redemption. In order for a Series B Stock redemption to occur, a request for distribution is made by the participant or beneficiary. Those participants or beneficiaries who are eligible to redeem their Series B Stock are permitted to leave their Series B Stock in their account until an election for redemption is made or until federal statutes require a form of distribution.

In the event of default in the payment of dividends on the Series B Stock for six consecutive semiannual periods, each outstanding share would have one vote per share of common stock into which the preferred stock is convertible.

F-141

AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

NOTE 9.   CAPITAL STOCK

The Company is authorized to issue 10,000,000 shares of preferred stock, par value $.01 per share, issuable in series as the Board of Directors may designate. Approximately 100,000 shares of preferred stock have been designated Series A Junior Participating Preferred Stock but none have been issued.

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $.01 per share. Shares issued were 55,865,332 at December 31, 2006 and 54,567,666 at December 31, 2005. Common stock outstanding was net of 18,988,518 and 18,788,714 treasury shares at December 31, 2006 and December 31 2005, respectively. One preferred stock purchase right (“Right”) is attached to each share of the Company’s common stock. Each Right will entitle the holder, subject to the occurrence of certain events, to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at a price of $50.00 per one one-thousandth of a share, subject to adjustment. The Rights will expire in December 2009 if not earlier extended or redeemed by the Company at $.01 per Right.

In December 2002, the Board of Directors authorized the Company to make discretionary repurchases of up to 4,000,000 shares of its common stock. There were 2,922,576 and 283,200 shares repurchased under this program in 2003 and 2002, respectively. At December 31, 2006, there remained authority to repurchase 794,224 shares of common stock under this program. All purchases under the Company’s stock repurchase program were made or may be made in the future from time to time in the open market or privately negotiated transactions, depending upon market prices and other business factors. Repurchased shares are stated at cost and held as treasury shares to be used for general corporate purposes.

The Company accepted 199,804, 308,967 and 170,052 shares of its common stock in 2006, 2005 and 2004, respectively, in connection with the exercise of stock options. Such shares of common stock are stated at cost and held as treasury shares to be used for general corporate purposes.

At December 31, 2006, December 31, 2005 and December 30, 2004, common shares reserved for future grants of stock options under the Company’s stock option plans were 3,073,494, 3,043,494 and 3,576,663, respectively. At December 31, 2006, common shares reserved for the conversion of the Series B Stock were 442,000 and shares of preferred stock reserved for exercise of the Rights were 50,000.

NOTE 10.   STOCK OPTIONS

The Company’s 1989 Stock Option and Incentive Plan (“1989 Plan”) expired in June 1999. The 1989 Plan had authorized the grant of up to 6,000,000 shares of the Company’s common stock pursuant to options, restricted shares and performance shares to officers and key employees of the Company. During 1999, the Company adopted the 1999 Employee Stock Option and Incentive Plan (“1999 Plan”). The 1999 Plan has authorized the grant of up to 4,000,000 shares of the Company’s common stock pursuant to options, stock appreciation rights, restricted shares, deferred shares and performance shares to officers and key employees of the Company. During 2004, the Company adopted the 2004 Employee Stock Option and Incentive Plan (“2004 Plan”). The 2004 Plan has authorized the grant of up to 4,000,000 shares of the Company’s common stock pursuant to options, stock appreciation rights, restricted shares, deferred shares and performance shares to officers and key employees of the Company. Options granted under the 1989, 1999 and 2004 Plans have 10-year terms, vest and become exercisable at the rate of 1/3 per year on each of the first three anniversary dates of the grant, subject to continued employment on those dates. Options granted on May 8, 2002, or later, under the 1999 and 2004 Plans include an additional provision that provides for accelerated vesting under certain circumstances related to retirement, disability or death.

The Company’s 1990 Nonemployee Directors Stock Option Plan (“1990 Plan”) expired in July 2000. The 1990 Plan had authorized the grant of up to 250,000 shares of the Company’s common stock pursuant to options granted to nonemployee Directors of the Company. Options granted under the 1990 Plan have 10-year terms and vested and became exercisable on the date of grant. During 2001, the Company’s

F-142

AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

shareholders approved the 2000 Nonemployee Directors Stock Option Plan (“2000 Plan”). The 2000 Plan has authorized the grant of up to 250,000 shares of the Company’s common stock pursuant to options granted to nonemployee Directors of the Company. Options granted under the 2000 Plan have 10-year terms. The 2000 Plan provides for the granting of options that vest and become exercisable on the date of grant and provides for the granting of options whereby a portion vests and becomes exercisable on the date of grant and the remainder vests and becomes exercisable evenly over varying terms depending on the date of the grant, subject to being a Company Director on those dates.

The Company received cash of $20,675,000, $10,120,000 and $3,613,000, respectively, in 2006, 2005 and 2004 in connection with stock option exercises. The Company issued 1,297,666, 1,306,334 and 680,834 shares of its common stock in 2006, 2005 and 2004, respectively, in connection with stock option exercises. The Company accepted 119,649 and 89,207 shares of its common stock in 2005 and 2004, respectively, in lieu of cash due to the Company in connection with the exercise of stock options. In addition, the Company accepted 199,804, 189,318 and 80,845 shares of its common stock in 2006, 2005 and 2004, respectively, in satisfaction of $9,403,000, $5,799,000 and $1,858,000 of tax obligations paid by the Company in 2006, 2005 and 2004, respectively, which were associated with the exercise of stock options. Such shares of common stock are stated at cost and held as treasury shares to be used for general corporate purposes. The Company satisfies stock option exercises by authorizing its transfer agent to issue new shares after confirming that all requisite consideration has been received from the option holder. The total intrinsic value of options exercised in 2006, 2005 and 2004 was $42,730,000, $26,706,000 and $11,868,000, respectively. The tax benefit realized for these option exercises was $15,182,000, $9,379,000 and $4,250,000, respectively, in 2006, 2005 and 2004.

During 2005, the Company modified the terms of an employee’s stock options to provide for accelerated vesting. Options to purchase 13,333 shares of the Company’s common stock at an exercise price of $15.71 that were to vest in May 2006 were accelerated to vest in June 2005. In addition, options to purchase 26,666 shares of the Company’s common stock at an exercise price of $24.39, of which 13,333 options were to vest in May 2006 and 13,333 options were to vest in May 2007, were accelerated to vest in June 2005. In connection with the acceleration of these options’ vesting periods, the Company recorded approximately $462,000 of compensation expense.

A summary of the Company’s stock option activity and related information is as follows:

						Weighted-
						Average
				Weighted-		Remaining		Aggregate
	Shares			Average		Contractual		Intrinsic Value
Options	(000)			Exercise Price		Term		($000)
Outstanding at January 1, 2006		3,750		$	17.72
Granted		—			—
Exercised		(1,298	)	$	15.93
Forfeited or expired		(30	)	$	30.90
Outstanding at December 31, 2006		2,422		$	18.52		5.4 years	$	86,954
Exercisable at December 31, 2006		1,963		$	15.96		4.8 years	$	75,490

Stock options that were granted in 2005 and 2004 were 562,500 and 535,000, respectively; the weighted-average grant-date fair value of these options was $11.73 and $11.29, respectively. There were no stock options granted in 2006.

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

NOTE 11.   BENEFIT PLANS

The Company has nonqualified defined benefit pension plans and a deferred compensation plan. These plans are unfunded. To support the benefit liability of one of the Company’s nonqualified defined benefit pension plans, the Company established the Aztar Corporation Nonqualified Retirement Trust. The Company makes periodic contributions to this irrevocable trust so that the funds in the trust approximate the benefit obligation. In 2006, the Company contributed $3,975,000 to this irrevocable trust. To support the benefit liability of the deferred compensation plan, the Company has purchased life insurance contracts. The market value of the trust and the cash value of the life insurance was $11,714,000 and $7,251,000 at December 31, 2006 and December 31, 2005, respectively. The funds in the trust and life insurance contracts are assets of the Company and are included in other assets.

In September 2006, the Financial Accounting Standards Board issued Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS 158, which became effective for the Company on December 31, 2006, requires employers to recognize the funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in comprehensive income in the year in which the changes occur. The funded status of a defined benefit pension plan is measured as the difference between plan assets at fair value and the plan’s projected benefit obligation.

Under SFAS 158, employers are required to measure plan assets and benefit obligations at the date of their fiscal year-end statement of financial position.

Based on the projected benefit obligations of the Company’s defined benefit plans and deferred compensation plan at December 31, 2006, the aggregate underfunded status of the Company’s defined benefit postretirement plans was $21,528,000.

The following table shows the incremental effect of applying SFAS 158 on individual line items in the Consolidated Balance Sheet at December 31, 2006 (in thousands):

	Before
	Application of						After Application
	Statement 158			Adjustments			of Statement 158
Accrued benefit liability	$	17,390		$	4,138		$	21,528
Deferred income taxes		42,925			(1,456	)		41,469
Accumulated other comprehensive loss, net of income taxes		(2,008	)		(2,704	)		(4,712	)
Total stockholders’ equity		624,678			(2,704	)		621,974

F-144

AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The following table shows a reconciliation of the changes in the plans’ benefit obligation for the years 2006 and 2005 and a reconciliation of the funded status with amounts recognized in the Consolidated Balance Sheets as of December 31, 2006 and December 31, 2005 (in thousands):

	Defined Benefit Plans						Deferred Compensation Plan
	2006			2005			2006			2005
Projected benefit obligation at beginning of year	$	13,022		$	18,508		$	6,522		$	6,609
Service cost		137			177			2			4
Interest cost		695			597			338			352
Actuarial (gain) loss		1,778			2,249			(153	)		56
Benefits paid		(271	)		(8,509	)		(542	)		(499	)
Projected benefit obligation at end of year		15,361			13,022			6,167			6,522
Plan assets		—			—			—			—
Funded status at year end	$	(15,361	)		(13,022	)	$	(6,167	)		(6,522	)
Unrecognized actuarial loss					5,893						622
Unrecognized prior service cost					96						—
Net amount recognized				$	(7,033	)				$	(5,900	)
Amounts recognized in the Consolidated Balance Sheet before the adoption of SFAS 158 consist of:
Accrued benefit liability				$	(9,108	)				$	(6,522	)
Intangible asset					96						—
Accumulated other comprehensive loss(a)					1,979						622
Net amount recognized				$	(7,033	)				$	(5,900	)

(a) In the Consolidated Statements of Shareholders’ Equity, accumulated other comprehensive loss relating to a minimum pension liability adjustment during the year is reported net of an income tax (provision)benefit of $(735) and $871 in 2005 and 2004, respectively.

	Defined Benefit		Deferred
	Plans		Compensation Plan
	2006		2006
Amounts recognized in the Consolidated Balance Sheet after the adoption of SFAS 158 consist of:
Current liabilities	$	354	$	571
Noncurrent liabilities		15,007		5,596
Amount recognized	$	15,361	$	6,167

F-145

AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

	Defined Benefit		Deferred
	Plans		Compensation Plan
	2006		2006
Amounts recognized in accumulated other comprehensive loss consist of:
Actuarial loss	$	6,535	$	469
Prior service cost		22		—
Amount recognized(a)	$	6,557	$	469

(a) In the Consolidated Statement of Shareholders’ Equity, accumulated other comprehensive loss relating to a minimum pension liability adjustment during the year 2006 is net of an income tax benefit of $156. In addition, in the Consolidated Statement of Shareholders’ Equity, accumulated other comprehensive loss relating to the adjustment to initially adopt SFAS 158 is reported net of an income tax benefit of $1,456 in 2006.

The accumulated benefit obligation for the defined benefit plans was $11,223,000 and $9,108,000 at December 31, 2006 and December 31, 2005, respectively. The accumulated benefit obligation for the deferred compensation plan was $6,167,000 and $6,522,000 at December 31, 2006 and December 31, 2005, respectively.

The estimated actuarial loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit expense in 2007 are $1,626,000 and $22,000, respectively. The estimated actuarial loss for the deferred compensation plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $0. The weighted average assumptions used to determine the Company’s benefit obligation are as follows:

	Defined Benefit Plans						Deferred Compensation Plan
	2006			2005			2006			2005
Discount rate(a)		5.70	%		5.40	%		5.70	%		5.40	%
Rate of compensation increase		5.00	%		5.00	%		N/A			N/A

(a) In selecting a discount rate for the Company’s benefit obligation as of December 31, 2006, the Company reviewed a number of high-grade corporate bond indices and spot-rate discount curves. It was determined that the spot-rate discount curves provide the more direct recognition of the expected timing of cash flows and therefore a pension discount curve was the preferred choice. The Citigroup Pension Discount Curve was chosen and was used to determine the present value of expected benefit payments under each plan. For each plan a single discount rate was found that produced the same liabilities as determined using the discount curve. These single discount rates were weighted with the projected benefit obligations under each plan to determine a single discount rate to be applied to all plans rounded to the nearest 10 basis points. The resulting single discount rate used for all plans as of December 31, 2006 is 5.70%.

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AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

The components of benefit plan expense included in continuing operations are as follows (in thousands):

	Defined Benefit Plans						Deferred Compensation Plan
	2006		2005		2004		2006			2005			2004
Service cost	$	137	$	177	$	95	$	2		$	4		$	11
Interest cost		695		597		963		338			352			384
Amortization of prior service cost		74		74		113		—			—			—
Recognized net actuarial loss		1,136		537		898		—			—			—
Settlement loss(a)		—		2,851		—		—			—			—
Cash surrender value increase net of premium expense		—		—		—		(375	)		(344	)		(340	)
	$	2,042	$	4,236	$	2,069	$	(35	)	$	12		$	55

(a) During 2005, the Company made a lump-sum cash payment of $8,239 to a defined benefit plan participant in exchange for the participant’s right to receive specified pension benefits. As a result, the Company recognized a settlement loss of $2,851. The recognition of this settlement loss resulted in a reduction of $1,556, net of income taxes of $838 in the accumulated other comprehensive loss relating to the minimum pension liability adjustment in the Consolidated Statement of Shareholders’ Equity for the year ended December 31, 2005.

The weighted average assumptions used to determine the Company’s benefit plan expense are as follows:

										Deferred Compensation
	Defined Benefit Plans									Plan
	2006			2005			2004			2006			2005			2004
Discount rate		5.40	%		5.50	%		6.00	%		5.40	%		5.50	%		6.00	%
Rate of compensation increase		5.00	%		5.00	%		5.00	%		N/A			N/A			N/A

The estimated future benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the following years (in thousands):

	Defined		Deferred
	Benefit		Compensation
	Plans		Plan
2007	$	353	$	571
2008		347		590
2009		340		548
2010		1,340		571
2011		1,419		556
2012 to 2016		7,367		2,778

The Company has a defined contribution plan that covers substantially all employees who are not covered by a collective bargaining unit. The plan allows employees, at their discretion, to make contributions of their before-tax earnings to the plan up to an annual maximum amount. The Company matches 50% of the employee contributions that are based on up to 6% of an employee’s before-tax earnings. Compensation expense included in continuing operations with regard to Company matching contributions was $1,904,000, $2,111,000 and $2,145,000 in 2006, 2005 and 2004, respectively. The Company contributed $6,044,000, $5,789,000 and $4,901,000 in 2006, 2005 and 2004, respectively, to trusteed pension plans under various collective bargaining agreements.

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Notes to Consolidated Financial Statements — (Continued)

NOTE 12.   ACCOUNTING FOR THE IMPACT OF THE OCTOBER 30, 2003 CONSTRUCTION ACCIDENT

An accident occurred on the site of the construction of the expansion of the Atlantic City Tropicana on October 30, 2003. The accident resulted in a loss of life and serious injuries, as well as extensive damage to the facilities under construction.

Construction on the expansion project was substantially completed by December 30, 2004. The expansion includes 502 additional hotel rooms, 20,000 square feet of meeting space, 2,400 parking spaces, and “The Quarter at Tropicana”, a 200,000- square-foot dining, entertainment and retail center.

The Company incurred $5,420,000, $4,276,000 and $3,956,000 in 2006, 2005 and 2004, respectively, of construction accident related costs and expenses that may not be reimbursed by insurance. The costs and expenses in 2006 and 2005 primarily consist of professional fees incurred as a result of the accident. The costs and expenses in 2004 primarily consist of supplemental marketing costs incurred to decrease the effect of the business interruption caused by the accident as well as professional fees incurred.

In 2006, 2005 and 2004, the Company recorded $12,229,000, $871,000 and $8,717,000, respectively, of insurance recoveries due to the delay of the opening of the expansion, which represent a portion of the anticipated profit that the Company would have recognized had the expansion opened as originally projected as well as some reimbursement for costs incurred as a result of the delay. Also, in 2004, the Company recorded $3,500,000 of business interruption insurance recovery, which reflects a profit recovery applicable to the fourth quarter of 2003. These insurance recoveries were classified as construction accident insurance recoveries in the Consolidated Statements of Operations. Insurance claims for business interruption that occurred from the date of the accident through December 31, 2005 have been filed with the Company’s insurers in the amount of approximately $52,100,000, of which $3,500,000 has been received by the Company. In addition, the Company has filed insurance claims for lost profits and additional costs as a result of the delay in the opening of the expansion. The total of these claims is approximately $64,600,000, of which $22,116,000 has been received by the Company. Profit recovery from insurance is recorded when the amount of recovery, which may be different from the amount claimed, is agreed to by the insurers. The Company has also filed insurance claims of approximately $9,000,000 for other costs it has incurred that are related to the construction accident, of which $1,500,000 has been received by the Company. These other costs are primarily supplemental marketing costs and approximately $1,600,000 was included in the Consolidated Balance Sheet as part of the construction accident receivables at December 31, 2006.

During 2003, the Company reduced construction in progress for the estimated asset loss and recorded a receivable of approximately $3,000,000. By September 30, 2004, the contractor had made substantial progress in rebuilding the damaged structure. Because the cost of the reconstructed portion that was fully paid by the contractor exceeded the $3,000,000 asset loss previously incurred, the Company increased construction in progress for $3,000,000 and relieved the corresponding receivable at September 30, 2004. In addition to the $3,000,000 asset loss that was recognized and subsequently recovered, the Company recognized $5,000,000 of expense in 2004 for costs incurred to repair areas that were damaged as a result of the accident. This expense was classified in the Consolidated Statement of Operations as a component of other income.

In order to ensure that the construction proceed expeditiously and in order to settle certain disputes, the Company and the general contractor entered into a settlement agreement on October 6, 2004 that delineates how the Company and its contractor will share the cost of and the insurance proceeds received for the dismantlement, debris removal and rebuild. During 2004, the Company estimated and recognized $1,625,000 of expense for dismantlement and debris removal activities that are probable of not being recovered under insurance. These dismantlement and debris removal costs were also classified as a component of other income in the Consolidated Statement of Operations. During 2006, 2005 and 2004, the

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Notes to Consolidated Financial Statements — (Continued)

Company recorded $2,640,000, $6,001,000 and $10,532,000, respectively, of insurance recoveries associated with the rebuild, net of direct costs to obtain the recoveries. These amounts were classified as other income in the Consolidated Statements of Operations. In addition, at December 31, 2006, the Company’s share of claims outstanding for dismantlement, debris removal and rebuild was approximately $23,600,000.

In April 2007, the Company and its insurance carriers reached a settlement agreement regarding all outstanding claims for dismantlement, debris removal and rebuild claims. The settlement agreement resulted in the Company recovering $20,000,000 of the claim, less the amount of $1,750,000 payable to the general contract under the sharing agreement of October 6, 2004. Also in April 2007, the Company was a party to a settlement agreement that has fully resolved all liability claims that arose from the construction accident. The claims were satisfied in full within the policy limits of the Company’s insurance programs and will have no material effect on the Company’s financial condition.

NOTE 13.   MERGER RELATED

On March 13, 2006, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pinnacle Entertainment, Inc. (“Pinnacle”) and Pinnacle’s wholly-owned subsidiary, PNK Development 1, Inc. Under the terms of the Merger Agreement, Pinnacle agreed to pay $38.00 in cash for each share of the Company’s common stock and $401.90 in cash for each share of the Company’s Series B convertible preferred stock outstanding at the Effective Time (as defined in the Merger Agreement). Subsequently, the Merger Agreement was amended three times and on May 5, 2006, the Company entered into a fourth amendment (the “Fourth Amendment”) to the Merger Agreement with Pinnacle. Pursuant to the Fourth Amendment, each share of Aztar common stock would be exchanged for $47.00 in cash and a fraction of a share of Pinnacle common stock equal to $4.00 divided by the trading price of a share of Pinnacle common stock over a specified trading period, but no more than 0.16584 shares and no fewer than 0.11056 shares, and each share of Aztar preferred stock would be exchanged for $497.09 in cash plus $42.304 of Pinnacle common stock, subject to a collar provision. The Fourth Amendment increased a termination fee provision to $52,160,000 plus the reimbursement of up to $25,840,000 of merger-related costs incurred by Pinnacle.

On May 19, 2006, the Company entered into an Agreement and Plan of Merger (the “Columbia Merger Agreement”) with Columbia Sussex Corporation (“Sussex”), Wimar Tahoe Corporation, d/b/a Columbia Entertainment, the gaming affiliate of Sussex (“Columbia Entertainment”), and WT-Columbia Development, Inc., a wholly-owned subsidiary of Columbia Entertainment. Prior to signing the Columbia Merger Agreement, the Company terminated its earlier merger agreement with Pinnacle and paid to Pinnacle a termination fee of $52,160,000 and termination expenses of $25,840,000. The payment is not deductible for tax purposes. The termination fee and termination expenses paid to Pinnacle were classified as merger-related expenses in the 2006 Consolidated Statement of Operations.

Under the Columbia Merger Agreement, Columbia Entertainment will acquire all the outstanding shares of Aztar common stock for $54.00 per share in cash and all the outstanding shares of Aztar preferred stock for $571.13 per share in cash. The Columbia Merger Agreement also provides for an increase in the purchase price under certain conditions at the rate per day of $0.00888 per share of Aztar common stock and $0.09388 per share of Aztar preferred stock beginning November 20, 2006. The actual amounts paid on the closing date of the merger on January 3, 2007 were $54.3996 per common share and $575.3546 per preferred share. The Columbia Merger Agreement contains a termination fee provision of $55,228,000 plus the reimbursement of up to $27,360,000 of merger- related costs incurred by Columbia Entertainment. On October 17, 2006, Aztar shareholders approved the Columbia Merger Agreement at a special meeting of Aztar shareholders. The merger closed on January 3, 2007.

In the Columbia Merger Agreement, the Company agreed to use commercially reasonable efforts to sell or close the Company’s Missouri property, Casino Aztar Caruthersville. The Company signed an

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Notes to Consolidated Financial Statements — (Continued)

agreement with Fortunes Entertainment, LLC on August 17, 2006 under which Fortunes Entertainment would acquire the Caruthersville property. Approval by Missouri gaming authorities is required for any transaction involving the sale, or a closure, of the Company’s Missouri property. On October 25, 2006, the Missouri Gaming Commission determined that the licensing of Fortunes Entertainment will not occur on or before November 19, 2006, the deadline for obtaining the necessary licenses to complete the sale. In addition, the Commission directed its staff to take the necessary legal steps for the appointment of a supervisor of Casino Aztar Caruthersville to avoid closure of the gaming operation. On November 3, 2006, the Company’s agreement to sell Casino Aztar Caruthersville to Fortunes Entertainment was mutually terminated. On March 16, 2007, Columbia Entertainment entered into an agreement to sell Casino Aztar Caruthersville to Isle of Capri, Inc. for $45 million in cash subject to regulatory approvals. If the sale is not consummated by August 3, 2007, the agreement will terminate.

In connection with the Columbia Merger Agreement, Sussex deposited $313,000,000 into a custody account, payable to Aztar in certain circumstances (including failure to obtain regulatory approvals) in the event that the Columbia Merger Agreement is terminated. Of the deposit, $78,000,000 has been paid to Aztar as reimbursement of the termination fees and expenses paid to Pinnacle. Since this reimbursement is considered to be a deposit toward the merger for accounting purposes, it was classified as a current liability in the Consolidated Balance Sheet as merger termination fee reimbursement at December 31, 2006. If the merger is terminated under certain conditions, the reimbursement is repayable by the Company to Sussex and if the merger is terminated under certain other conditions or if the merger is consummated, it is retained by the Company.

In 2006, the Company recorded $92,972,000 of merger-related costs and expenses. These cost and expenses primarily consist of the Pinnacle termination fee and expenses of $78,000,000 and professional fees.

NOTE 14.   TROPICANA LAS VEGAS CAPITALIZED DEVELOPMENT COSTS WRITE-OFF

During the 2006 first quarter, the Company concluded that it was not probable that it would implement its plans for redevelopment of Tropicana Las Vegas. As a result, the Company wrote off $26,021,000 of capitalized development costs.

NOTE 15.   LOSS ON EARLY RETIREMENT OF DEBT

In connection with the redemptions of 87/8% Senior Subordinated Notes due 2007 during 2004, the Company expensed the redemption premiums of $7,616,000 and the remaining unamortized debt issuance costs of $2,756,000 for a total of $10,372,000. These items were reflected as a loss on early retirement of debt.

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Notes to Consolidated Financial Statements — (Continued)

NOTE 16.   INCOME TAXES

The (provision) benefit for income taxes from continuing operations is comprised of (in thousands):

	2006			2005			2004
Current:
Federal	$	(26,797	)	$	(23,155	)	$	2,189
State		(4,809	)		(9,885	)		(24,876	)
		(31,606	)		(33,040	)		(22,687	)
Deferred:
Federal		3,850			(5,509	)		(16,089	)
State		(1,491	)		(49	)		(197	)
		2,359			(5,558	)		(16,286	)
	$	(29,247	)	$	(38,598	)	$	(38,973	)

In 2006, the Company reached a favorable settlement with the Internal Revenue Service (“IRS”) on the only remaining issue in dispute for the examinations of the Company’s federal income tax returns for the years 1994 through 2003. The issue involved the deductibility of a portion of payments on certain liabilities related to the restructuring of Ramada, Inc. (the “Restructuring”). As a result of the settlement, the Company recorded an income tax benefit of $1,383,000.

During 2005, the IRS completed its examination of the Company’s income tax return for the year 2003. During 2004, the IRS completed its examination of the Company’s income tax returns for the years 2000 through 2002.

The IRS is examining the 2003 and 2004 income tax returns of Aztar Riverboat Holding Company, LLC, an indirect subsidiary of the Company that holds the Company’s interests in its operations in Indiana and Missouri. The New Jersey Division of Taxation is examining the New Jersey income tax returns for the years 1995 through 2001. In 2006, the Company’s application for tax credits available from New Jersey was approved. As a result of the approval, the Company recognized, net of a federal income tax effect, a non-recurring income tax benefit of $1,993,000. The Indiana Department of Revenue completed their examination of the Indiana income tax returns for the years 2003 and 2004 and issued no change reports for both years. Management believes that adequate provision for income taxes and interest has been made in the financial statements.

The Company received proposed assessments from the Indiana Department of Revenue (“IDR”) in connection with the examination of the Company’s Indiana income tax returns for the years 1996 through 2002. The assessments were based on the IDR’s position that the Company’s gaming taxes that are based on gaming revenue are not deductible for Indiana income tax purposes. The Company filed a petition in Indiana Tax Court for the 1996 and 1997 tax years and oral arguments were heard in April 2001. The Company filed a formal protest for the years 1998 through 2002. In April 2004, the Indiana Tax Court ruled against the Company. The Company asked the Indiana Supreme Court to review the ruling. The Company’s request was denied. As a result, the Company estimated that it was obligated to pay approximately $17,300,000 to cover assessments of taxes and interest from 1996 through the end of the first quarter of 2004. These assessments were paid by the Company by December 30, 2004. This amount was deductible for federal income tax purposes, resulting in a net effect of approximately $11,300,000, which was recorded as an increase to income tax expense in the first quarter of 2004. The ongoing effect of this issue is also included in income taxes after the first quarter of 2004.

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Notes to Consolidated Financial Statements — (Continued)

General business credits are taken as a reduction of the provision for income taxes during the year such credits become available. The (provision) benefit for income taxes from continuing operations differs from the amount computed by applying the U.S. federal income tax rate (35%) because of the effect of the following items (in thousands):

	2006			2005			2004
Tax (provision) benefit at U.S. federal income tax rate	$	5,218		$	(32,257	)	$	(23,121	)
State income taxes, net		(3,966	)		(6,461	)		(16,222	)
Nondeductible merger-related expenses		(31,730	)		—			—
Nondeductible business expenses		(113	)		(51	)		(259	)
IRS examination		1,383			—			358
General business credits		577			416			442
Other, net		(616	)		(245	)		(171	)
	$	(29,247	)	$	(38,598	)	$	(38,973	)

The income tax effects of loss carryforwards, tax credit carryforwards and temporary differences between financial and income tax reporting that give rise to the deferred income tax assets and liabilities are as follows (in thousands):

	December 31,			December 31,
	2006			2005
Net operating loss carryforward	$	281		$	296
Accrued bad debt expense		6,533			8,136
Accrued compensation		11,005			6,861
Accrued liabilities		8,885			9,569
Income tax credit carryforward		967			1,396
Other		34			31
Gross deferred tax assets		27,705			26,289
Deferred tax asset valuation allowance		(281	)		(296	)
Deductible prepaids		(4,960	)		(4,462	)
Depreciation and amortization		(55,611	)		(56,511	)
Gross deferred tax liabilities		(60,571	)		(60,973	)
Net deferred tax liabilities	$	(33,147	)	$	(34,980	)

Gross deferred tax assets are reduced by a valuation allowance. The beginning-of-year valuation allowance was reduced during 2006, 2005 and 2004, which caused a decrease in income tax expense from continuing operations of $15,000, $27,000 and $14,000, respectively.

At December 31, 2006, the Company has an alternative minimum assessment tax credit carryforward of $1,487,000 for New Jersey purposes that can be carried forward indefinitely. In addition, the Company has net operating loss carryforwards of $35,464,000 for state income tax purposes that will expire in the years 2011 through 2024 if not used.

NOTE 17.   DISCONTINUED OPERATIONS

The results of operations for Casino Aztar Caruthersville are reported as discontinued operations net of income taxes, reflecting the Company’s commitment to sell or close that property as part of the Company’s

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Notes to Consolidated Financial Statements — (Continued)

Columbia Merger Agreement. On August 17, 2006, the Company signed an agreement with Fortunes Entertainment, LLC under which Fortunes Entertainment would acquire the Caruthersville property. Approval by Missouri gaming authorities is required for any transaction involving the sale, or a closure, of the property. Any gain related to the sale would be recognized when the transaction is completed. On October 25, 2006, the Missouri Gaming Commission determined that the licensing of Fortunes Entertainment will not occur on or before November 19, 2006, the deadline for obtaining the necessary licenses to complete the sale. In addition, the Commission directed its staff to take the necessary legal steps for the appointment of a supervisor of Casino Aztar Caruthersville to avoid closure of the gaming operation. On November 3, 2006, the Company’s agreement to sell Casino Aztar Caruthersville to Fortunes Entertainment, LLC was mutually terminated, resulting in Fortunes Entertainment paying to the Company a termination fee of $550,000. This termination fee income was recorded as $358,000 net of income taxes and was classified as discontinued operations net of income taxes in the 2006 Consolidated Statement of Operations.

The consolidated financial statements for all prior periods have been reclassified to reflect the results of operations of Casino Aztar Caruthersville as discontinued. In accordance with generally accepted accounting principles, the assets held for sale are no longer depreciated. The assets and liabilities of Casino Aztar Caruthersville are classified as assets held for sale and liabilities related to assets held for sale, respectively, in the accompanying Consolidated Balance Sheets as of December 31, 2006 and 2005.

Summary operating results of Casino Aztar Caruthersville including the Fortunes Entertainment, LLC termination fee income are as follows (in thousands):

	2006			2005			2004
Revenues	$	29,086		$	27,778		$	23,179
Operating income	$	6,100		$	3,367		$	1,612
Termination fee income		550			—			—
Income taxes		(2,299	)		(972	)		(224	)
Income from discontinued operations	$	4,351		$	2,395		$	1,388

Assets held for sale and liabilities related to assets held for sale as of December 31, 2006 and 2005 are as follows (in thousands):

	2006		2005
Assets
Cash and cash equivalents	$	3,105	$	1,838
Accounts receivable, net		212		21
Inventories		27		32
Prepaid expenses		293		149
Property and equipment, net		31,965		31,123
Intangible assets		391		391
Other assets		5		5
Total assets held for sale	$	35,998	$	33,559
Liabilities
Accounts payable and accruals	$	1,723	$	1,466
Accrued payroll and employee benefits		911		1,029
Total liabilities related to assets held for sale	$	2,634	$	2,495

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Notes to Consolidated Financial Statements — (Continued)

NOTE 18.   EARNINGS PER SHARE

The computations of income(loss) from continuing operations per common share assuming no dilution and income(loss) from continuing operations per common share, assuming dilution, are as follows (in thousands, except per share data):

	2006			2005			2004
Income(loss) from continuing operations	$	(44,156	)	$	53,565		$	27,087
Less: preferred stock dividend and losses on redemption		(2,017	)		(1,081	)		(1,030	)
Income(loss) from continuing operations available to common shareholders		(46,173	)		52,484			26,057
Plus: income impact of assumed conversion of dilutive preferred stock		—			370			—
Income(loss) from continuing operations available to common shareholders plus dilutive potential common shares	$	(46,173	)	$	52,854		$	26,057
Weighted-average common shares applicable to income(loss) from continuing operations per common share assuming no dilution		36,281			35,332			34,547
Effect of dilutive securities:
Stock option incremental shares			*		1,290			1,491
Assumed conversion of preferred stock			*		489				*
Dilutive potential common shares			*		1,779			1,491
Weighted-average common shares applicable to income(loss) from continuing operations per common share assuming dilution		36,281			37,111			36,038
Income(loss) from continuing operations per common share assuming no dilution	$	(1.27	)	$	1.48		$	.75
Income(loss) from continuing operations per common share assuming dilution	$	(1.27	)	$	1.42		$	.72

* Antidilutive

Stock options that were excluded from consideration for the earnings per share computations because their effect would have been antidilutive were 556,500 at December 31, 2005 and none at December 31, 2006 and December 30, 2004.

The assumed conversion of preferred stock to 520,000 equivalent common shares was excluded from the December 30, 2004 income from continuing operations per common share assuming dilution computation because their effect would have been antidilutive. In addition, at December 31, 2006, no potential common shares were included in the computation of earnings per common share assuming dilution because there was a loss from continuing operations.

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Notes to Consolidated Financial Statements — (Continued)

NOTE 19.   SEGMENT INFORMATION

The Company reviews results of operations based on distinct geographic gaming market segments. The Company’s chief operating decision maker uses only Segment Adjusted EBITDA in assessing segment performance and deciding how to allocate resources. The Company’s segment information is as follows (in thousands):

	2006			2005			2004
Revenues
Tropicana Atlantic City	$	496,178		$	490,159		$	384,618
Tropicana Las Vegas		162,879			163,771			162,006
Ramada Express Laughlin		97,650			97,161			91,008
Casino Aztar Evansville		137,629			136,573			129,182
Total consolidated	$	894,336		$	887,664		$	766,814
Segment Adjusted EBITDA(a)
Tropicana Atlantic City	$	144,389		$	118,717		$	81,820
Tropicana Las Vegas		37,698			38,952			36,156
Ramada Express Laughlin		26,530			27,304			23,031
Casino Aztar Evansville		37,546			41,341			37,390
Total Segment Adjusted EBITDA		246,163			226,314			178,397
Corporate		(139,599	)		(20,795	)		(17,454	)
Depreciation and amortization		(70,027	)		(64,381	)		(52,213	)
Operating income		36,537			141,138			108,730
Other income		2,640			6,001			3,907
Interest income		1,849			1,390			807
Interest expense		(55,935	)		(56,366	)		(37,012	)
Loss on early retirement of debt		—			—			(10,372	)
Income taxes		(29,247	)		(38,598	)		(38,973	)
Income(loss) from continuing operations		(44,156	)		53,565			27,087
Discontinued operations, net of income taxes		4,351			2,395			1,388
Net income(loss)	$	(39,805	)	$	55,960		$	28,475

(a) Segment Adjusted EBITDA is net income(loss) before discontinued operations, income taxes, loss on early retirement of debt, interest expense, interest income, other income, depreciation and amortization and corporate. Segment Adjusted EBITDA should not be construed as a substitute for either operating income or net income(loss) as they are determined in accordance with generally accepted accounting principles (GAAP). Segment Adjusted EBITDA, which is computed in accordance with SFAS No. 131, does not represent a non-GAAP financial measure as it is presented in the above summary. The use of Segment Adjusted EBITDA for any other purpose would constitute a non-GAAP financial measure. The Company uses Segment Adjusted EBITDA as a measure to compare operating results among its properties and between accounting periods. The Company manages cash and finances its operations at the corporate level. The Company manages the allocation of capital among properties at the corporate level. The Company also files a consolidated income tax return. The Company accordingly believes Segment Adjusted EBITDA is useful as a measure of operating results at the property level because it reflects the results of operating decisions at that level separated from the effects of tax

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Notes to Consolidated Financial Statements — (Continued)

and financing decisions that are managed at the corporate level. The Company also believes that Segment Adjusted EBITDA is a commonly used measure of operating performance in the gaming industry and is an important basis for the valuation of gaming companies. The Company’s calculation of Segment Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and, therefore, any such differences must be considered when comparing performance among different companies. While the Company believes Segment Adjusted EBITDA provides a useful perspective for some purposes, Segment Adjusted EBITDA has material limitations as an analytical tool. For example, among other things, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Segment Adjusted EBITDA does not reflect the requirements for such replacements. Corporate, other income, interest expense, net of interest income, loss on early retirement of debt, income taxes and discontinued operations are also not reflected in Segment Adjusted EBITDA. Therefore, the Company does not consider Segment Adjusted EBITDA in isolation, and it should not be considered as a substitute for measures determined in accordance with GAAP. A reconciliation of Segment Adjusted EBITDA with operating income and net income(loss) as determined in accordance with GAAP is reflected in the above summary.

	2006		2005		2004
Depreciation and amortization
Tropicana Atlantic City	$	49,578	$	44,520	$	33,370
Tropicana Las Vegas		5,598		5,805		5,914
Ramada Express Laughlin		7,406		6,900		6,298
Casino Aztar Evansville		7,388		7,115		6,588
Corporate		57		41		43
Total consolidated	$	70,027	$	64,381	$	52,213

	2006		2005		2004
Additions to property and equipment, intangible assets and other assets Tropicana Atlantic City	$	31,733	$	71,918	$	162,678
Tropicana Las Vegas		7,867		3,385		3,024
Ramada Express Laughlin		7,766		6,071		6,259
Casino Aztar Evansville		28,207		28,199		12,099
Corporate		13,259		7,284		14,802
Total consolidated	$	88,832	$	116,857	$	198,862

	December 31,		December 31,
	2006		2005
Total assets
Tropicana Atlantic City	$	994,095	$	1,007,700
Tropicana Las Vegas		217,737		210,771
Ramada Express Laughlin		116,378		115,845
Casino Aztar Evansville		162,832		136,154
Corporate		46,212		51,305
Discontinued operations		35,998		33,559
Total consolidated	$	1,573,252	$	1,555,334

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Notes to Consolidated Financial Statements — (Continued)

NOTE 20.   CONTINGENCIES AND COMMITMENTS

The Company is a party to various other claims, legal actions and complaints arising in the ordinary course of business or asserted by way of defense or counterclaim in actions filed by the Company. Management believes that its defenses are substantial in each of these matters and that the Company’s legal posture can be successfully defended without material adverse effect on its consolidated financial position, results of operations or cash flows.

The Company has severance agreements with certain of its senior executives. Severance benefits range from a lump-sum cash payment equal to three times the sum of the executive’s annual base salary and the average of the executive’s annual bonuses awarded in the preceding three years plus payment of the value in the executive’s outstanding stock options and vesting and distribution of any restricted stock to a lump-sum cash payment equal to one-fourth of the executive’s annual base salary. In certain agreements, the termination must be as a result of a change in control of the Company. Based upon salary levels and stock options at December 31, 2006, the aggregate commitment under the severance agreements should all these executives be terminated was approximately $82,000,000 at December 31, 2006.

At December 31, 2006, the Company had commitments of approximately $1,700,000 for a hotel and entertainment complex project at Casino Aztar Evansville.

NOTE 21.   FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents (in thousands) the carrying amounts and estimated fair values of the Company’s financial instruments as of December 31, 2006 and 2005. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

	2006				2005
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Assets
Investments	$	25,129	$	25,129		25,215	$	25,215
Other assets		9,408		9,408		5,138		5,138
Liabilities
Current portion of long-term debt		7,046		7,046		1,293		1,293
Long-term debt		695,665		730,915		721,676		747,614
Series B convertible preferred stock		4,182		23,713		4,620		15,107
Off-Balance-Sheet Letters of credit		—		7,169		—		57,165

The carrying amounts shown in the table are included, if applicable, in the Consolidated Balance Sheets under the indicated captions. All of the Company’s financial instruments are held or issued for purposes other than trading.

The following notes summarize the major methods and assumptions used in estimating the fair values of financial instruments.

Investments consisted of deposits with the CRDA, CRDA bonds that bear interest at two-thirds of market rates resulting in a fair value lower than cost and other CRDA investments (primarily loans). The carrying amounts of these deposits, bonds and other investments are presented net of a valuation allowance and in the case of the bonds an unamortized discount that result in an approximation of fair values.

F-157

AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

Included in other assets is a trust established to support the benefit liability of one of the Company’s nonqualified defined benefit pension plans. The funds in the trust are invested in money market securities. The fair values of the money market securities approximate cost.

The fair values of the Company’s publicly traded debt were estimated based on the bid prices in the public bond markets. The carrying amounts of the Revolver and Term Loan are reasonable estimates of fair values because this debt is carried with a floating interest rate.

The fair values reported for the Series B convertible preferred stock represent the appraised fair values as determined by an independent appraisal.

The fair values of the letters of credit were estimated to be the same as the contract values based on the nature of the fee arrangement with the issuing financial institution.

NOTE 22.   UNAUDITED QUARTERLY RESULTS/COMMON STOCK PRICES

The following unaudited information reflects the results of operations for Casino Aztar Caruthersville as a discontinued operation and shows selected items in thousands, except per share data, for each quarter. The Company’s common stock was listed on the New York Stock Exchange through January 4, 2007.

	First			Second			Third			Fourth
2006
Revenues	$	221,270		$	221,926		$	233,964		$	217,176
Operating income(loss)(a)(b)(c)		9,999			(42,139	)		48,156			20,521
Income(loss) from continuing operations before income taxes(d)		(1,103	)		(56,158	)		37,157			5,195
Income taxes(b)(e)		3,613			(10,880	)		(15,310	)		(6,670	)
Net income(loss)		3,214			(66,107	)		23,263			(175	)
Earnings per share:
Net income(loss) per common share		.08			(1.84	)		.62			(.02	)
Net income(loss) per common share assuming dilution		.08			(1.84	)		.60			(.02	)
2005(f)
Revenues	$	215,915		$	221,399		$	234,254		$	216,096
Operating income(g)		28,309			36,815			45,903			30,111
Income from continuing operations before income taxes(h)		16,262			25,758			31,845			18,298
Income taxes		(7,106	)		(10,848	)		(13,075	)		(7,569	)
Net income		9,911			15,453			19,383			11,213
Earnings per share:
Net income per common share		.28			.43			.54			.30
Net income per common share assuming dilution		.27			.41			.51			.29
Common Stock Prices
2006 — High	$	42.90		$	52.42		$	53.25		$	54.42
— Low		28.82			43.87			51.50			52.94
2005 — High		35.18			35.15			35.67			32.75
— Low		27.55			25.99			29.92			28.50

(a) During the first, second, third and fourth quarters of 2006, the Company incurred $1,644, $1,997, $1,019 and $760, respectively, of construction accident related costs and expenses that may not be

F-158

AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

reimbursed by insurance. These costs and expenses primarily consist of professional fees incurred as a result of the accident.

During the first, second and third quarters of 2006, the Company recorded $4,789, $3,569 and $3,871, respectively, of insurance recoveries due to the delay of the opening of the expansion, which represent a portion of the anticipated profit that the Company would have recognized had the expansion opened as originally projected as well as some reimbursement for costs incurred as a result of the delay. Profit recovery from insurance is recorded when the amount of recovery, which may be different from the amount claimed, is agreed to by the insurers.

(b) During the first, second, third and fourth quarters of 2006, the Company recorded $884, $80,476, $1,176 and $10,436, respectively, of merger-related costs and expenses. These costs and expenses primarily consist of the Pinnacle termination fee and expenses of $78,000 recorded during the second quarter of 2006 and professional fees. For the most part merger-related costs and expenses are not deductible for income tax purposes.

(c) During the first quarter of 2006, the Company concluded that it was not probable that it would implement its plan for redevelopment of Tropicana Las Vegas. As a result, the Company wrote off $26,021 of capitalized development costs.

(d) During the first and third quarters of 2006, the Company recorded $2,640 and $2,712, respectively, of insurance recoveries associated with the rebuilding of the expansion, net of direct costs to obtain the recoveries. During the second and fourth quarters of 2006, the Company recorded $398 and $2,314, respectively, of direct costs to obtain insurance recoveries associated with the rebuild.

(e) In the first quarter of 2006, the Company reached a favorable settlement with the Internal Revenue Service on the only remaining issue in dispute for the examinations of the Company’s federal income tax returns for the years 1994 through 2003. The issue involved the deductibility of a portion of payments on certain liabilities related to the Restructuring. As a result of the settlement, the Company recorded an income tax benefit of $1,383. Also in the first quarter of 2006, the Company’s application for tax credits available from New Jersey was approved. As a result of the approval, the Company recognized, net of a federal income tax effect, a non-recurring income tax benefit of $1,993.

(f) On December 7, 2005, the Board of Directors of the Company adopted a resolution changing the Company’s 52/53 week fiscal year (ending on the Thursday nearest December 31) to a calendar year. The change is effective for the reporting period ended December 31, 2005. The period ended December 31, 2005 reflects the Company’s results of operations for a 366-day period beginning December 31, 2004 and covers the two-day transition period of December 30 and 31, 2005. The period ended December 31, 2006 reflects the Company’s results of operations for a 365-day calendar year. The first, second and third quarters of 2005 included 92 days; the fourth quarter included 93 days. The first quarter of 2006 included 90 days; the second quarter included 91 days; and the third and fourth quarters each included 92 days.

F-159

AZTAR CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

(g) During the first, second, third and fourth quarters of 2005, the Company incurred $409, $860, $1,383 and $1,624, respectively, of construction accident related costs and expenses that may not be reimbursed by insurance. These costs and expenses primarily consist of professional fees incurred as a result of the accident. During the first, second and fourth quarters of 2005, the Company recorded $225, $301 and $345, respectively, of insurance recoveries due to the delay of the opening of the expansion, which represent a portion of the anticipated profit that the Company would have recognized had the expansion opened as originally projected as well as some reimbursement for costs incurred as a result of the delay. Profit recovery from insurance is recorded when the amount of recovery, which may be different from the amount claimed, is agreed to by the insurers.

(h) During the first, second and fourth quarters of 2005, the Company recorded $1,573, $2,855 and $1,840, respectively, of insurance recoveries associated with the rebuilding of the expansion, net of direct costs to obtain the recoveries. During the third quarter of 2005, the Company recorded $267 of direct costs to obtain insurance recoveries associated with the rebuild.

F-160

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the exchange offer covered by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the dates as of which information is given in this prospectus. This prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

All tendered outstanding notes, executed letters of transmittal and other related documents should be directed to the exchange agent. Questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or other related documents should be addressed to the exchange agent as follows:

U.S. Bank National Association,
By Regular Mail, Overnight Courier or in Person (By Hand Only):
West Side Flats
60 Livingston Avenue
St. Paul, MN 55107
Attention: Specialized Finance
By Facsimile Transmission
(for Eligible Institutions only):
(651) 495-8158
Confirm Facsimile Transmission by Telephone:
(800) 934-6802

TROPICANA ENTERTAINMENT, LLC

TROPICANA FINANCE CORP.

OFFER TO EXCHANGE ALL OUTSTANDING 95/8% SENIOR SUBORDINATED NOTES DUE

2014 FOR 95/8% SENIOR SUBORDINATED NOTES DUE 2014

PROSPECTUS

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

Dated          , 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation or an amendment thereto a provision eliminating or limiting the personal liability of a director of the corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit.

The Bylaws of Tropicana Finance provide that the company will, to the fullest extent permitted by law, indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (as well as any pending or completed action or suit by or in the right of the company) by reason of the fact that he is or was a director or officer of the company, or is or was a director or officer of the company serving at the request of the company as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Bylaws also require Tropicana Finance to advance expenses to its directors and officers incurred by them in defending or investigating a threatened or pending action, suit or proceeding, provided that, they undertake to repay such amount if it is ultimately determined that they are not entitled to indemnification. Further, the Bylaws permit Tropicana Finance to purchase and maintain insurance on behalf of its directors, officers, employees and agents or those of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise with which such individuals are serving at the request of the company against liability asserted against any of them and incurred by any of them in any such capacity or arising out of the status of any of them as such.

Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and has the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Limited Liability Company Agreement of Tropicana Entertainment provides that the company will, to the fullest extent permitted by law, indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (as well as any pending or completed action or suit by or in the right of the company) by reason of the fact that he is or was a manager or officer of the company, or is or was a

II-1

manager or officer of the company serving at the request of the company as director, officer, manager, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Limited Liability Company Agreement of Tropicana Entertainment also requires the company to advance expenses to its managers and officers incurred by them in defending or investigating a threatened or pending action, suit or proceeding, provided that they undertake to repay any such amounts if it is ultimately determined that they are not entitled to indemnification. Further, the Limited Liability Company Agreement of Tropicana Entertainment permits the company to purchase and maintain insurance on behalf of its managers, officers, employees and agents or those of another limited liability company, corporation, partnership, joint venture, trust employee benefit plan or other enterprise with which such individuals are serving at the request of the company against liability asserted against any of them and incurred by any of them in any such capacity or arising out of the status of any of them as such.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling either of the registrants pursuant to the foregoing provisions, each of the registrants has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 21.   EXHIBITS AND FINANCIAL SCHEDULE TABLES

(a) Exhibits:

A list of exhibits included as part of this registration statement is set forth in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.

(b) Financial Statement Schedules:

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not required, are inapplicable or the required information has already been provided elsewhere in this registration statement.

(c) Not applicable.

ITEM 22.   UNDERTAKINGS

The undersigned registrants hereby undertake (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any of the registrants pursuant to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of any such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

INDEX TO EXHIBITS

Exhibit
Number			Description
	2	.1à	Agreement and Plan of Merger, dated as of May 19, 2006, by and among Columbia Sussex Corporation, Wimar Tahoe Corporation (currently named Tropicana Casinos and Resorts), WT-Columbia Development, Inc. and Aztar Corporation.
	2	.2à	Securities Purchase Agreement, dated as of October 3, 2005, by and among Argosy Gaming Company, CP Baton Rouge Casino, L.L.C., and Wimar Tahoe Corporation (currently named Tropicana Casinos and Resorts, Inc).
	2	.3à	Asset Purchase Agreement, dated as of May 12, 2003, between Gold River Operating Corporation and Columbia Sussex Corporation.
	2	.4*	Purchase Agreement, dated as of November 19, 2004, between Desert Palace, Inc. and Wimar Tahoe Corporation (currently named Tropicana Casinos and Resorts, Inc.).
	3	.1à	Certificate of Formation of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), filed with the Secretary of State of the State of Delaware on June 8, 2006.
	3	.1(a)à	Certificate of Amendment to the Certificate of Formation of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), filed with the Secretary of State of the State of Delaware on August 4, 2006.
	3	.1(b)à	Certificate of Amendment to the Certificate of Formation of Wimar Opco, LLC (currently named Tropicana Entertainment, LLC), filed with the Secretary of State of the State of Delaware on February 12, 2007 effecting name change to Tropicana Entertainment, LLC.
	3	.2à	Limited Liability Company Agreement of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), dated as of June 8, 2006.
	3	.2(a)à	Amendment to Limited Liability Company Agreement of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), dated as of December 1, 2006.
	3	.2(b)à	First Amendment to Limited Liability Company Agreement of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), dated as of December 21, 2006.
	3	.3à	Certificate of Incorporation of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.), filed with the Secretary of State of the State of Delaware on June 7, 2006.
	3	.3(a)à	Certificate of Amendment to the Certificate of Incorporation of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.), filed with the Secretary of State of the State of Delaware on February 12, 2007 effecting name change to Tropicana Finance Corp.
	3	.3(b)à	Certificate of Amendment to the Certificate of Incorporation of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.), filed with the Secretary of State of the State of Delaware on November 21, 2006.
	3	.4à	Bylaws of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.).
	3	.4(a)à	Amended and Restated Bylaws of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.).
	3	.5*	Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.), dated June 23, 1993.
	3	.5(a)*	Amendment to Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.), dated December 23, 1996.
	3	.5(b)*	Amendment to Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc., filed with the Secretary of State of the State of Missouri on November 8, 2004 (effecting name change from Caruthersville Riverboat Entertainment, Inc. to St. Louis Riverboat Entertainment, Inc.).
	3	.6*	Bylaws of Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.), adopted as of July 16, 1993.
	3	.7*	Certificate of Amended and Restated Articles of Organization of Columbia Properties Laughlin, LLC, dated as of May 29, 2003.
	3	.7(a)*	Limited Liability Company Agreement of Columbia Properties Laughlin, LLC, dated as of January 3, 2007.

II-4

Exhibit
Number			Description
	3	.8*	Certificate of Formation of CP Laughlin Realty, LLC, filed with the Secretary of State of the State of Delaware on August 1, 2003.
	3	.8(a)*	Certificate of Amendment to the Certificate of Formation of CP Laughlin Realty, LLC, filed with the Secretary of State of the State of Delaware on December 29, 2006.
	3	.9*	Limited Liability Company Agreement of CP Laughlin Realty, LLC, dated as of November 30, 2003.
	3	.9(a)*	First Amendment to Limited Liability Company Agreement of CP Laughlin Realty, LLC, dated as of December 29, 2006.
	3	.10*	Certificate of Formation of Columbia Properties Vicksburg, LLC, filed with the Secretary of State of the State of Mississippi on January 23, 2003.
	3	.11*	Limited Liability Company Agreement of Columbia Properties Vicksburg, LLC, dated as of January 23, 2003.
	3	.11(a)*	First Amendment to Limited Liability Company Agreement of Columbia Properties Vicksburg, LLC, dated as of December 21, 2006.
	3	.12*	Certificate of Formation of JMBS Casino LLC, filed with the Secretary of State of the State of Mississippi on January 23, 2002.
	3	.13*	Limited Liability Company Agreement of JMBS Casino LLC, dated as of February 6, 2002.
	3	.13(a)*	First Amendment to Limited Liability Company Agreement of JMBS Casino LLC, dated as of December 29, 2006.
	3	.14*	Articles of Organization of Columbia Properties Tahoe, LLC, filed with the Secretary of State of the State of Nevada on April 19, 2005.
	3	.14(a)*	Amended and Restated Articles of Organization of Columbia Properties Tahoe, LLC, filed with the Secretary of State of the State of Nevada on April 19, 2005.
	3	.15*	Limited Liability Company Agreement of Columbia Properties Tahoe, LLC, dated as of April 19, 2005.
	3	.15(a)*	First Amendment to Limited Liability Company Agreement of Columbia Properties Tahoe, LLC, dated as of January 3, 2007.
	3	.16*	Articles of Organization of CP Baton Rouge Casino, L.L.C., filed with the Secretary of State of the State of Louisiana on June 14, 2005.
	3	.16(a)*	Limited Liability Company Agreement of CP Baton Rouge Casino, L.L.C., dated as of January 3, 2007.
	3	.17*	Articles of Incorporation of Argosy of Louisiana, Inc., filed with the Secretary of State of the State of Louisiana on July 29, 1993.
	3	.18*	Bylaws of Argosy of Louisiana, Inc.
	3	.19*	Articles of Incorporation of Jazz Enterprises, Inc., filed with the Secretary of State of the State of Louisiana on June 10, 1992.
	3	.20*	Bylaws of Jazz Enterprises, Inc.
	3	.21*	Articles of Organization of Centroplex Centre Convention Hotel, L.L.C., filed with the Secretary of State of the State of Louisiana on July 22, 1999.
	3	.21(a)*	Amended and Restated Articles of Organization of Centroplex Centre Convention Hotel, L.L.C., filed with the Secretary of State of the State of Louisiana on October 24, 2005.
	3	.22*	Amended and Restated Operating Agreement of Centroplex Centre Convention Hotel, L.L.C., dated as of October 2005.
	3	.22(a)*	First Amendment to Amended and Restated Operating Agreement of Centroplex Centre Convention Hotel, L.L.C., dated as of January 3, 2007
	3	.23*	Amended and Restated Articles of Partnership in Commendam of Catfish Queen Partnership in Commendam, filed with the Secretary of State of the State of Louisiana on September 21, 1994.

II-5

Exhibit
Number			Description
	3	.24*	Certificate of Formation of Tahoe Horizon, LLC, filed with the Secretary of State of the State of Delaware on June 7, 2006.
	3	.24(a)*	Certificate of Amendment to the Certificate of Formation of Tahoe Horizon, LLC, filed with the Secretary of State of the State of Delaware on August 8, 2006.
	3	.25*	Limited Liability Company Agreement of Tahoe Horizon, LLC, dated as of June 7, 2006.
	3	.25(a)*	First Amendment of Limited Liability Company Agreement of Tahoe Horizon, LLC, dated as of January 3, 2007.
	3	.26*	Restated Certificate of Incorporation of Ramada Gaming Company III, filed with Secretary of State of the State of Delaware on June 30, 1989 (effectuating name change from Ramada Gaming Company III to Aztar Corporation).
	3	.27*	Restated Certificate of Incorporation of Aztar Corporation, filed with the Secretary of State of the State of Delaware on September 12, 1989.
	3	.28*	Second Amended and Restated Bylaws of Aztar Corporation, adopted as of February 25, 1998.
	3	.29*	Articles of Incorporation of Aztar Indiana Gaming Corporation, filed with the Secretary of State of the State of Indiana on September 10, 1993.
	3	.29(a)*	Articles of Amendment to the Articles of Incorporation of Aztar Indiana Gaming Corporation, filed with the Secretary of State of the State of Indiana on August 20, 1996.
	3	.30*	Bylaws of Aztar Indiana Gaming Corporation.
	3	.31*	Articles of Organization of Aztar Riverboat Holding Company, LLC, filed with the Secretary of State of the State of Indiana on July 15, 1999.
	3	.32*	Limited Liability Company Agreement of Aztar Riverboat Holding Company, LLC, dated as of July 15, 1999.
	3	.32(a)*	First Amendment to Limited Liability Company Agreement of Aztar Riverboat Holding Company, LLC, dated as of January 3, 2007.
	3	.33*	Articles of Incorporation of Aztar Missouri Gaming Corporation, filed with the Secretary of State of the State of Missouri on July 29, 1993.
	3	.34*	Bylaws of Aztar Missouri Gaming Corporation, adopted as of July 29, 1993.
	3	.35*	Articles Organization of Aztar Indiana Gaming Company, LLC, filed with the Secretary of State of the State of Indiana on July 15, 1999.
	3	.36*	Limited Liability Company Agreement of Aztar Indiana Gaming Company, LLC, dated as of July 15, 1999.
	3	.36(a)*	Amendment No. 1 to Limited Liability Company Agreement of Aztar Indiana Gaming Company, LLC, effective December 31, 1999.
	3	.36(b)*	Amendment No. 2 to Limited Liability Company Agreement of Aztar Indiana Gaming Company, LLC, dated as of January 3, 2007.
	3	.37*	Certificate of Incorporation of Aztar Development Corporation, filed with the Secretary of State of the State of Delaware on August 20, 1993.
	3	.38*	Bylaws of Aztar Development Corporation.
	3	.39*	Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on September 5, 1984.
	3	.39(a)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on September 20, 1984.
	3	.39(b)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on November 14, 1984.
	3	.39(c)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on April 29, 1985.
	3	.39(d)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on September 24, 1991.

II-6

Exhibit
Number			Description
	3	.40*	Bylaws of Ramada New Jersey Holdings Corporation.
	3	.41*	Certificate of Incorporation of Atlantic-Deauville Inc., filed with the Secretary of State of the State of New Jersey on July 6, 1965.
	3	.42*	Bylaws of Atlantic-Deauville Inc.
	3	.43*	Certificate of Incorporation of Adamar Garage Corporation, filed with the Secretary of State of the State of Delaware on September 12, 1989.
	3	.44*	Bylaws of Adamar Garage Corporation.
	3	.45*	Certificate of Incorporation of Ramada New Jersey, Inc., filed with the Secretary of State of the State of New Jersey on February 13, 1981.
	3	.45(a)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey, Inc., dated July 6, 2004.
	3	.46*	Bylaws of Ramada New Jersey, Inc.
	3	.47*	Certificate of Incorporation of Adamar of New Jersey, Inc., filed with the Secretary of State of the State of New Jersey on September 28, 1978.
	3	.47(a)*	Certificate of Amendment to the Certificate of Incorporation of Adamar of New Jersey, Inc., dated July 10, 1981.
	3	.47(b)*	Certificate of Amendment to the Certificate of Incorporation of Adamar of New Jersey, Inc., dated November 14, 1988.
	3	.47(c)*	Certificate of Amendment to the Certificate of Incorporation of Adamar of New Jersey, Inc., dated December 17, 1992.
	3	.48*	Amended and Restated Bylaws of Adamar of New Jersey, Inc, dated as of June 30, 2004.
	3	.49*	Certificate of Incorporation of BNB Mobe-Homes, Inc., dated March 22, 1977.
	3	.49(a)*	Certificate of Amendment to the Certificate of Incorporation of BNB Mobe-Homes, Inc., dated March 6, 1978 (effectuating name change from BNB Mobe-Homes, Inc. to Manchester Mall, Inc.).
	3	.49(b)*	Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc., dated April 27, 1979.
	3	.49(c)*	Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc., dated November 14, 1988.
	3	.50*	Bylaws of Manchester Mall, Inc.
	3	.51*	Articles of Incorporation of Ramada Station, Inc., dated August 29, 1986 (currently named Tropicana Express, Inc.).
	3	.51(a)*	Certificate of Amendment to the Articles of Incorporation of Ramada Station, Inc., dated February 2, 1988 (effectuating name change from Ramada Station, Inc. to Ramada Express, Inc.) (currently named Tropicana Express, Inc.).
	3	.51(b)*	Certificate of Amendment to the Articles of Incorporation of Ramada Express, Inc., dated May 11, 1988 (currently named Tropicana Express, Inc.).
	3	.51(c)*	Certificate of Amendment to the Articles of Incorporation of Ramada Express, Inc., filed with the Secretary of State of the State of Nevada on July 17, 2007, effectuating name change to Tropicana Express, Inc.
	3	.52*	Bylaws of Ramada Station, Inc. (currently named Tropicana Express, Inc.).
	4	.1à	Indenture, dated as of December 28, 2006, by and among Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.) and U.S. Bank National Association.
	4	.2à	Supplemental Indenture, dated as of January 3, 2007, by and among Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.), certain guarantors party thereto and U.S. Bank National Association.

II-7

Exhibit
Number			Description
	4	.2(a)*	Second Supplemental Indenture, dated as of October 10, 2007, by and among Tropicana Entertainment, LLC and Tropicana Finance Corp., certain guarantors party thereto and U.S. Bank National Association.
	4	.3	Form of 95/8% Senior Subordinated Notes due 2014 of Tropicana Entertainment, LLC and Tropicana Finance Corp. (included as Exhibit 1 to Exhibit 4.1).
	4	.4à	Registration Rights Agreement, dated as of December 28, 2006, by and among Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.) and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein.
	5	.1*	Opinion of Milbank, Tweed, Hadley & McCloy LLP.
	10	.1à	Credit Agreement, dated as of January 3, 2007, by and among Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), Wimar OpCo Intermediate Holdings, LLC (currently named Tropicana Entertainment Intermediate Holdings, LLC), CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino, LLC, the lenders party thereto and Credit Suisse Securities (USA) LLC.
	10	.1(a)*	Amendment No. 1, Consent, Waiver and Agreement, dated as of May 29, 2007, to the Credit Agreement, dated as of January 3, 2007, by and among Tropicana Entertainment, LLC, Tropicana Entertainment Holdings, LLC, CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino, LLC, the lenders party thereto and Credit Suisse Securities.
	10	.2à	Credit Agreement, dated as of January 3, 2007, by and among Wimar Landco, LLC (currently named Tropicana Las Vegas Resort and Casino, LLC.), Wimar Landco Intermediate Holdings, LLC (currently named Tropicana Las Vegas Holdings, LLC), the Lenders party thereto and Credit Suisse.
	10	.2(a)*	Amendment No. 1, dated as of May 29, 2007, to the Credit Agreement, dated as of January 3, 2007, by and among Tropicana Las Vegas Resort and Casino, LLC, Tropicana Las Vegas Holdings, LLC, the Lenders party thereto and Credit Suisse (USA), LLC.
	10	.3à	Service Agreement, dated as of January 3, 2007, between Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC) and Columbia Sussex Corporation.
	10	.4à	Casino Services Agreement, dated as of January 3, 2007, between Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC) and Wimar Tahoe Corporation (currently named Tropicana Casinos and Resorts).
	10	.5à	Service Agreement, dated as of October 27, 2003, between Columbia Properties Vicksburg, LLC and Columbia Sussex Corporation.
	10	.5(a)à	First Amendment to Service Agreement, dated as of August 7, 2006, between Columbia Sussex Corporation and Columbia Properties Vicksburg, LLC amending the Service Agreement, dated as of October 27, 2003, between Columbia Properties Vicksburg, LLC and Columbia Sussex Corporation.
	10	.5(b)à	Second Amendment to Service Agreement, dated as of November 6, 2006, between Columbia Sussex Corporation and Columbia Properties Vicksburg, LLC amending the Service Agreement, dated as of October 27, 2003, between Columbia Properties Vicksburg, LLC and Columbia Sussex Corporation.
	10	.6à	Service Agreement, dated as of August 26, 2004, between JMBS Casino, LLC and Columbia Sussex Corporation.
	10	.6(a)à	First Amendment to Service Agreement, dated as of November 6, 2006, between JMBS Casino, LLC and Columbia Sussex Corporation amending the Service Agreement, dated as of August 26, 2004, between JMBS Casino, LLC and Columbia Sussex Corporation.
	10	.7*	Contract of Lease, dated as of August 26, 1983, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.7(a)*	First Amendment to Contract of Lease, dated as of August 4, 1993, between Cohn Realty Co. and Jazz Enterprises, Inc.

II-8

Exhibit
Number			Description
	10	.7(b)*	Second Amendment to Contract of Lease, dated as of October 26, 1998, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.7(c)*	Sale and Assignment of Lease, dated as of August 5, 1993, between NAB Asset Corporation and Jazz Enterprises, Inc.
	10	.8*	Contract of Lease, dated as of August 29, 1982, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.8(a)*	Amendment of Lease, dated as of August 4, 1993, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.9*	Contract of Lease, dated as of April 26, 1982, between Rosenthal Associates and Jazz Enterprises, Inc.
	10	.9(a)*	Amendment of Lease, dated as of September 1, 1993, between Rosenthal Associates and Jazz Enterprises, Inc.
	10	.9(b)*	Sale and Assignment of Leases, dated as of September 2, 1993, between DAG Management, Inc. and Jazz Enterprises, Inc.
	10	.10*	Amended and Restated Lease Agreement, dated as of January 20, 1995, between Greenville Riverboat, LLC and Greenville Marine Corporation.
	10	.10(a)*	Assignment and Assumption of Lease, dated as of October 24, 1995, between Rainbow Entertainment, Inc. and Greenville Riverboat, LLC.
	10	.10(b)*	First Amendment to Amended and Restated Lease Agreement, dated as of October 26, 1995, between Greenville Marine Corporation and Greenville Riverboat, LLC.
	10	.10(c)*	Second Amendment to Amended and Restated Lease Agreement, dated as of July 1, 2003, between Greenville Marine Corporation and Greenville Riverboat, LLC.
	10	.10(d)*	Sublease Agreement, dated as of June 26, 1996, between Greenville Riverboat, LLC and Sargasso Corporation.
	10	.10(e)*	First Amendment to Sublease Agreement, dated as of July 1, 2003, between Greenville Riverboat, LLC and Sargasso Corporation.
	10	.11*	Amended and Restated Master Agreement of Purchase and Sale, dated as of October 22, 2003, between the City of Vicksburg and Columbia Properties Vicksburg.
	10	.12*	Dockage Agreement, dated as of December 29, 1992, between Greenville Yacht Club and the Cotton Club of Greenville.
	10	.12(a)*	First Amendment to Dockage Agreement, dated as of April 2, 1993, between Greenville Yacht Club and the Cotton Club of Greenville.
	10	.12(b)*	Second Amendment to Dockage Agreement, dated as of July 27, 1995, between Greenville Yacht Club and the Cotton Club of Greenville.
	10	.12(c)*	Third Amendment to Dockage Agreement, dated as of December 22, 1997, between Greenville Yacht Club and Alpha Gulf Coast, Inc, d/b/a Bayou Caddy’s Jubilee Casino.
	10	.12(d)*	Assignment of Yacht Club Dockage Agreement and License Agreement, dated as of December 17, 1997, between Greenville Casino Partners, LP and Alpha Gulf Coast, Inc, d/b/a Bayou Caddy’s Jubilee Casino.
	10	.12(e)*	Consent Agreement, dated as of February 22, 2002, between JMBS Casino, LLC and Greenville Casino Partners, L.P.
	10	.12(f)*	Fourth Amendment to Dockage Agreement, dated as of June 17, 2002, between Greenville Yacht Club and the JMBS Casino, LLC.
	10	.13*	Lease Agreement, dated as of November 7, 2006, between the City of Greenville and JMBS Casino, LLC.
	10	.14*	Agreement Granting Moorage and Other Rights, dated as of August 30, 1996, between The City Council of Greenville and Casino Gaming International.
	10	.14(a)*	Assignment of Agreement Granting Moorage and Other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.

II-9

Exhibit
Number			Description
	10	.14(b)*	Assignment, dated as of December 13, 2001, between Casino Gaming International, Limited and Greenville Casino Partners, L.P.
	10	.15*	Lease Agreement, dated as of April 1, 1993, between City of Greenville and Cotton Club of Greensville, Inc.
	10	.15(a)*	Assignment of Agreement Granting Moorage and other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.
	10	.15.1*	Agreement Granting Moorage, Dockage, Berthing and other Rights, dated as of April 1, 1993, between City of Greenville and Cotton of Greenville.
	10	.15.1(a)*	Assignment of Agreement Granting Moorage, Dockage, Berthing and other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.
	10	.16*	Charter Party Agreement, dated as of January 20, 1995, between Greenville Riverboat, LLC and Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.).
	10	.16(a)*	First Amendment to Charter Party Agreement, dated as of September 24, 2003 between Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.) and Greenville Riverboat, LLC.
	10	.16(b)*	Second Amendment to Charter Party Agreement, dated as of May 23, 2005, between St. Louis Riverboat Entertainment Inc. and Greenville Riverboat, LLC.
	10	.17*	Hotel Lease, dated as of August 12, 2003, between CP Laughlin Realty, LLC and Columbia Properties Laughlin, LLC with respect to the River Palms property.
	10	.17(a)*	First Amendment to Hotel Lease, dated as of August 14, 2003, between CP Laughlin Realty, LLC and Columbia Properties Laughlin, LLC.
	10	.17(b)*	Second Amendment to Hotel Lease, dated as of November 22, 2006, between CP Laughlin Realty, LLC and Columbia Properties Laughlin, LLC.
	10	.18*	Evansville Riverboat Landing Lease, dated as of May 2, 1995, by and among the City of Evansville, Indiana and Aztar Indiana Gaming Company, LLC.
	10	.18(a)*	Amendment to Evansville Riverboat Landing Lease, effective as of December 1, 2001, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(b)*	Second Amendment to Evansville Riverboat Landing Lease, dated as of August 27, 2003, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(c)*	Memorandum of Understanding, dated as of December 21, 2004, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(d)*	Memorandum of Understanding, dated as of March 15, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(e)*	Memorandum of Understanding, dated as of May 12, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(f)*	Memorandum of Understanding, dated as of June 7, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(g)*	Third Amendment to Evansville Riverboat Landing Lease, dated as of July 19, 2005, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(h)*	Fourth Amendment to Evansville Riverboat Landing Lease, effective as of January 1, 2006, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.19*	Lease Agreement, dated as of August 25, 1997, by and among SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.

II-10

Exhibit
Number			Description
	10	.19(a)*	First Amendment, dated as of May 26, 2000, between East Camelback Road, Inc., (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.19(b)*	Second Amendment, dated as of March 7, 2001, between East Camelback Road, Inc. (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.19(c)*	Third Amendment, dated as of August 4, 2003, between East Camelback Road, Inc. (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.19(d)*	Fourth Amendment, dated as of December 19, 2005, between East Camelback Road, Inc. (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.19(e)*	Fifth Amendment, dated as of January 23, 2006, between East Camelback Road, Inc. (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.20*	Collective Bargaining Agreement between Hotel Ramada of Nevada d/b/a/Tropicana Resort & Casino and Local Joint Executive Board of Las Vegas, dated as of June 1, 2002.
	10	.21*	Labor Agreement between Hotel Ramada of Nevada d/b/a Tropicana Resort and Casino and International Union of Operating Engineers Local No. 501, AFL-CIO for the period covering April 1, 2004 through March 31, 2009.
	10	.22*	Labor Agreement between Hotel Ramada of Nevada d/b/a Tropicana Resort and Casino and International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists and Allied Crafts of the United States, its Territories and Canada, and its Trusteed Local 720, Las Vegas, Nevada, dated as of June 2002.
	10	.23*	Collective Bargaining Agreement between International Union of Operating Engineers Local 68-68A-68B, AFL-CIO and Tropicana Casino and Resort for the period covering May 1, 2006 through April 30, 2011.
	10	.24*	Collective Bargaining Agreement between Adamar of New Jersey, Inc. d/b/a Tropicana Casino and Resorts and UNITE HERE, Local 54 for the period covering November 3, 2004 through September 15, 2009.
	12	.1*	Calculation of Ratio of Earnings to Fixed Charges.
	21	.1à	Subsidiaries of Tropicana Entertainment, LLC.
	23	.1	Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit 5.1).
	23	.2*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.3*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.4*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.5*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.6*	Consent of Ernst & Young LLP, Independent Auditors.
	23	.7*	Consent of Ernst & Young LLP, Independent Auditors.
	23	.8*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm as to Aztar Corporation.
	23	.9*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
	24	.1	Power of Attorney (included on the signature pages of Section II).
	25	.1à	Statement of Eligibility of U.S. Bank National Association, as trustee, on Form T-1.

II-11

Exhibit
Number			Description
	99	.1à	Form of Letter of Transmittal.
	99	.2à	Form of Notice of Guaranteed Delivery.
	99	.3à	Form of Letter to Registered Holders.
	99	.4à	Form of Letter to Beneficial Holders.
	99	.5à	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 with respect to the exchange offer.

 * Filed herewith.

 à Previously filed.

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

TROPICANA ENTERTAINMENT, LLC

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
By: TROPICANA CASINOS AND RESORTS, INC. in its capacity as sole manager of TROPICANA ENTERTAINMENT, LLC	President	October 17, 2007
/s/  WILLIAM J. YUNG, III William J. Yung, III

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

TROPICANA FINANCE CORP.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer) and Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

ST. LOUIS RIVERBOAT ENTERTAINMENT, INC.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer) and Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

COLUMBIA PROPERTIES LAUGHLIN, LLC

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer) and Treasurer (Principal Accounting Officer)	October 17, 2007
By: TROPICANA ENTERTAINMENT, LLC, in its capacity as sole member of COLUMBIA PROPERTIES LAUGHLIN, LLC	Chief Financial Officer	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

CP LAUGHLIN REALTY, LLC

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
/s/  THEODORE R. MITCHEL Theodore R. Mitchel	Secretary/Treasurer (Principal Accounting Officer)	October 17, 2007
By: Columbia Sussex Corporation, in its capacity as manager of CP LAUGHLIN REALTY, LLC	Vice President/Chief Financial Officer	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

COLUMBIA PROPERTIES VICKSBURG, LLC

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Manager	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

JMBS CASINO LLC

By:  /s/  JOSEPH A. YUNG

Name:     Joseph A. Yung

Title:  Manager

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* William J. Yung IV		Manager	October 17, 2007
* Joseph A. Yung		Manager	October 17, 2007
* Julie A. Haught		Manager	October 17, 2007
* Judith A. Yung		Manager	October 17, 2007
* Jennifer A. Yung		Manager	October 17, 2007
* Michelle M. Christensen		Manager	October 17, 2007
* Scott A. Yung		Manager	October 17, 2007
*By:	/s/  Donna B. MoreDonna B. More, Attorney-in-fact	Vice President; General Counsel; Secretary	October 17, 2007

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

COLUMBIA PROPERTIES TAHOE, LLC

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
By: TROPICANA ENTERTAINMENT, LLC in its capacity as sole member of COLUMBIA PROPERTIES TAHOE, LLC	Chief Financial Officer	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

CP BATON ROUGE CASINO, L.L.C.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
By: TROPICANA ENTERTAINMENT, LLC in its capacity as sole member of CP BATON ROUGE CASINO, L.L.C.	Chief Financial Officer	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

ARGOSY OF LOUISIANA, INC.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

JAZZ ENTERPRISES, INC.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
By: CP BATON ROUGE CASINO, L.L.C., in its capacity as sole member of CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.	Chief Financial Officer
/s/  JOHN G. JACOB John G. Jacob		October 17, 2007

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

CATFISH QUEEN PARTNERSHIP IN COMMENDAM

By:  Argosy of Louisiana, Inc.,

its general partner

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principle Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
By: ARGOSY OF LOUISIANA, INC., in its capacity as General Partner of CATFISH QUEEN PARTNERSHIP IN COMMENDAM	Sole Director	October 17, 2007
/s/  WILLIAM J. YUNG, III William J. Yung, III

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

TAHOE HORIZON, LLC

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
By: TROPICANA CASINOS AND RESORTS, INC., in its capacity as manager of TAHOE HORIZON, LLC	President	October 17, 2007
/s/  WILLIAM J. YUNG, III William J. Yung, III

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

AZTAR CORPORATION

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

AZTAR INDIANA GAMING CORPORATION

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

AZTAR RIVERBOAT HOLDING COMPANY, LLC

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
By: AZTAR MISSOURI GAMING CORPORATION, in its capacity as member of AZTAR RIVERBOAT HOLDING COMPANY, LLC	Senior Vice President; Chief Financial Officer; Treasurer	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob
By: AZTAR INDIANA GAMING CORPORATION, in its capacity as member of AZTAR RIVERBOAT HOLDING COMPANY, LLC	Senior Vice President; Chief Financial Officer; Treasurer	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

AZTAR MISSOURI GAMING CORPORATION

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

AZTAR INDIANA GAMING COMPANY, LLC

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer)	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007
By: AZTAR RIVERBOAT HOLDING COMPANY, LLC, in its capacity as sole member of AZTAR INDIANA GAMING COMPANY, LLC	Chief Financial Officer	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

AZTAR DEVELOPMENT CORPORATION

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

RAMADA NEW JERSEY HOLDINGS CORPORATION

By:  /s/   WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

ATLANTIC-DEAUVILLE INC.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

ADAMAR GARAGE CORPORATION

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

RAMADA NEW JERSEY, INC.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

ADAMAR OF NEW JERSEY, INC.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

MANCHESTER MALL, INC.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Crestview Hills, Kentucky, on October 17, 2007.

TROPICANA EXPRESS, INC.

By:  /s/  WILLIAM J. YUNG, III

Name:     William J. Yung, III

Title:  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  WILLIAM J. YUNG, III William J. Yung, III	President and Chief Executive Officer (Principal Executive Officer); Sole Director	October 17, 2007
/s/  JOHN G. JACOB John G. Jacob	Senior Vice President; Chief Financial Officer (Principal Financial Officer); Treasurer (Principal Accounting Officer)	October 17, 2007

II-39

INDEX TO EXHIBITS

Exhibit
Number			Description
	2	.1à	Agreement and Plan of Merger, dated as of May 19, 2006, by and among Columbia Sussex Corporation, Wimar Tahoe Corporation (currently named Tropicana Casinos and Resorts), WT-Columbia Development, Inc. and Aztar Corporation.
	2	.2à	Securities Purchase Agreement, dated as of October 3, 2005, by and among Argosy Gaming Company, CP Baton Rouge Casino, L.L.C., and Wimar Tahoe Corporation (currently named Tropicana Casinos and Resorts, Inc).
	2	.3à	Asset Purchase Agreement, dated as of May 12, 2003, between Gold River Operating Corporation and Columbia Sussex Corporation.
	2	.4*	Purchase Agreement, dated as of November 19, 2004, between Desert Palace, Inc. and Wimar Tahoe Corporation (currently named Tropicana Casinos and Resorts, Inc.).
	3	.1à	Certificate of Formation of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), filed with the Secretary of State of the State of Delaware on June 8, 2006.
	3	.1(a)à	Certificate of Amendment to the Certificate of Formation of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), filed with the Secretary of State of the State of Delaware on August 4, 2006.
	3	.1(b)à	Certificate of Amendment to the Certificate of Formation of Wimar Opco, LLC (currently named Tropicana Entertainment, LLC), filed with the Secretary of State of the State of Delaware on February 12, 2007 effecting name change to Tropicana Entertainment, LLC.
	3	.2à	Limited Liability Company Agreement of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), dated as of June 8, 2006.
	3	.2(a)à	Amendment to Limited Liability Company Agreement of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), dated as of December 1, 2006.
	3	.2(b)à	First Amendment to Limited Liability Company Agreement of Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), dated as of December 21, 2006.
	3	.3à	Certificate of Incorporation of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.), filed with the Secretary of State of the State of Delaware on June 7, 2006.
	3	.3(a)à	Certificate of Amendment to the Certificate of Incorporation of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.), filed with the Secretary of State of the State of Delaware on February 12, 2007 effecting name change to Tropicana Finance Corp.
	3	.3(b)à	Certificate of Amendment to the Certificate of Incorporation of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.), filed with the Secretary of State of the State of Delaware on November 21, 2006.
	3	.4à	Bylaws of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.).
	3	.4(a)à	Amended and Restated Bylaws of Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.).
	3	.5*	Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.), dated June 23, 1993.
	3	.5(a)*	Amendment to Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.), dated December 23, 1996.
	3	.5(b)*	Amendment to Articles of Incorporation of Caruthersville Riverboat Entertainment, Inc., filed with the Secretary of State of the State of Missouri on November 8, 2004 (effecting name change from Caruthersville Riverboat Entertainment, Inc. to St. Louis Riverboat Entertainment, Inc.).
	3	.6*	Bylaws of Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.), adopted as of July 16, 1993.
	3	.7*	Certificate of Amended and Restated Articles of Organization of Columbia Properties Laughlin, LLC, dated as of May 29, 2003.
	3	.7(a)*	Limited Liability Company Agreement of Columbia Properties Laughlin, LLC, dated as of January 3, 2007.
	3	.8*	Certificate of Formation of CP Laughlin Realty, LLC, filed with the Secretary of State of the State of Delaware on August 1, 2003.

Exhibit
Number			Description
	3	.8(a)*	Certificate of Amendment to the Certificate of Formation of CP Laughlin Realty, LLC, filed with the Secretary of State of the State of Delaware on December 29, 2006.
	3	.9*	Limited Liability Company Agreement of CP Laughlin Realty, LLC, dated as of November 30, 2003.
	3	.9(a)*	First Amendment to Limited Liability Company Agreement of CP Laughlin Realty, LLC, dated as of December 29, 2006.
	3	.10*	Certificate of Formation of Columbia Properties Vicksburg, LLC, filed with the Secretary of State of the State of Mississippi on January 23, 2003.
	3	.11*	Limited Liability Company Agreement of Columbia Properties Vicksburg, LLC, dated as of January 23, 2003.
	3	.11(a)*	First Amendment to Limited Liability Company Agreement of Columbia Properties Vicksburg, LLC, dated as of December 21, 2006.
	3	.12*	Certificate of Formation of JMBS Casino LLC, filed with the Secretary of State of the State of Mississippi on January 23, 2002.
	3	.13*	Limited Liability Company Agreement of JMBS Casino LLC, dated as of February 6, 2002.
	3	.13(a)*	First Amendment to Limited Liability Company Agreement of JMBS Casino LLC, dated as of December 29, 2006.
	3	.14*	Articles of Organization of Columbia Properties Tahoe, LLC, filed with the Secretary of State of the State of Nevada on April 19, 2005.
	3	.14(a)*	Amended and Restated Articles of Organization of Columbia Properties Tahoe, LLC, filed with the Secretary of State of the State of Nevada on April 29, 2005.
	3	.15*	Limited Liability Company Agreement of Columbia Properties Tahoe, LLC, dated as of April 19, 2005.
	3	.15(a)*	First Amendment to Limited Liability Company Agreement of Columbia Properties Tahoe, LLC, dated as of January 3, 2007.
	3	.16*	Articles of Organization of CP Baton Rouge Casino, L.L.C., filed with the Secretary of State of the State of Louisiana on June 14, 2005.
	3	.16(a)*	Limited Liability Company Agreement of CP Baton Rouge Casino, L.L.C., dated as of January 3, 2007.
	3	.17*	Articles of Incorporation of Argosy of Louisiana, Inc., filed with the Secretary of State of the State of Louisiana on July 29, 1993.
	3	.18*	Bylaws of Argosy of Louisiana, Inc.
	3	.19*	Articles of Incorporation of Jazz Enterprises, Inc., filed with the Secretary of State of the State of Louisiana on June 10, 1992.
	3	.20*	Bylaws of Jazz Enterprises, Inc.
	3	.21*	Articles of Organization of Centroplex Centre Convention Hotel, L.L.C., filed with the Secretary of State of the State of Louisiana on July 22, 1999.
	3	.21(a)*	Amended and Restated Articles of Organization of Centroplex Centre Convention Hotel, L.L.C., filed with the Secretary of State of the State of Louisiana on October 24, 2005.
	3	.22*	Amended and Restated Operating Agreement of Centroplex Centre Convention Hotel, L.L.C., dated as of October 2005.
	3	.22(a)*	First Amendment to Amended and Restated Operating Agreement of Centroplex Centre Convention Hotel, L.L.C., dated as of January 3, 2007.
	3	.23*	Amended and Restated Articles of Partnership in Commendam of Catfish Queen Partnership in Commendam, filed with the Secretary of State of the State of Louisiana on September 21, 1994.
	3	.24*	Certificate of Formation of Tahoe Horizon, LLC, filed with the Secretary of State of the State of Delaware on June 7, 2006.
	3	.24(a)*	Certificate of Amendment to the Certificate of Formation of Tahoe Horizon, LLC, filed with the Secretary of State of the State of Delaware on August 8, 2006.
	3	.25*	Limited Liability Company Agreement of Tahoe Horizon, LLC, dated as of June 7, 2006.

Exhibit
Number			Description
	3	.25(a)*	First Amendment of Limited Liability Company Agreement of Tahoe Horizon, LLC, dated as of January 3, 2007.
	3	.26*	Restated Certificate of Incorporation of Ramada Gaming Company III, filed with Secretary of State of the State of Delaware on June 30, 1989 (effectuating name change from Ramada Gaming Company III to Aztar Corporation).
	3	.27*	Restated Certificate of Incorporation of Aztar Corporation, filed with the Secretary of State of the State of Delaware on September 12, 1989.
	3	.28*	Second Amended and Restated Bylaws of Aztar Corporation, adopted as of February 25, 1998.
	3	.29*	Articles of Incorporation of Aztar Indiana Gaming Corporation, filed with the Secretary of State of the State of Indiana on September 10, 1993.
	3	.29(a)*	Articles of Amendment to the Articles of Incorporation of Aztar Indiana Gaming Corporation, filed with the Secretary of State of the State of Indiana on August 20, 1996.
	3	.30*	Bylaws of Aztar Indiana Gaming Corporation.
	3	.31*	Articles of Organization of Aztar Riverboat Holding Company, LLC, filed with the Secretary of State of the State of Indiana on July 15, 1999.
	3	.32*	Operating Agreement of Aztar Riverboat Holding Company, LLC, dated as of July 15, 1999.
	3	.32(a)*	First Amendment to Limited Liability Company Agreement of Aztar Riverboat Holding Company, LLC, dated as of January 3, 2007.
	3	.33*	Articles of Incorporation of Aztar Missouri Gaming Corporation, filed with the Secretary of State of the State of Missouri on July 29, 1993.
	3	.34*	Bylaws of Aztar Missouri Gaming Corporation, adopted as of July 29, 1993.
	3	.35*	Articles Organization of Aztar Indiana Gaming Company, LLC, filed with the Secretary of State of the State of Indiana on July 15, 1999.
	3	.36*	Limited Liability Company Agreement of Aztar Indiana Gaming Company, LLC, dated as of July 15, 1999.
	3	.36(a)*	Amendment No. 1 to Limited Liability Company Agreement of Aztar Indiana Gaming Company, LLC, effective December 31, 1999.
	3	.36(b)*	Amendment No. 2 to Limited Liability Company Agreement of Aztar Indiana Gaming Company, LLC, dated as of January 3, 2007.
	3	.37*	Certificate of Incorporation of Aztar Development Corporation, filed with the Secretary of State of the State of Delaware on August 20, 1993.
	3	.38*	Bylaws of Aztar Development Corporation.
	3	.39*	Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on September 5, 1984.
	3	.39(a)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on September 20, 1984.
	3	.39(b)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on November 14, 1984.
	3	.39(c)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on April 29, 1985.
	3	.39(d)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey Holdings Corporation, filed with the Secretary of State of the State of Delaware on September 12, 1991.
	3	.40*	Bylaws of Ramada New Jersey Holdings Corporation.
	3	.41*	Certificate of Incorporation of Atlantic-Deauville Inc., filed with the Secretary of State of the State of New Jersey on July 6, 1965.
	3	.42*	Bylaws of Atlantic-Deauville Inc.
	3	.43*	Certificate of Incorporation of Adamar Garage Corporation, filed with the Secretary of State of the State of Delaware on September 12, 1989.
	3	.44*	Bylaws of Adamar Garage Corporation.

Exhibit
Number			Description
	3	.45*	Certificate of Incorporation of Ramada New Jersey, Inc., filed with the Secretary of State of the State of New Jersey on February 13, 1981.
	3	.45(a)*	Certificate of Amendment to the Certificate of Incorporation of Ramada New Jersey, Inc., dated July 6, 2004.
	3	.46*	Bylaws of Ramada New Jersey, Inc.
	3	.47*	Certificate of Incorporation of Adamar of New Jersey, Inc., filed with the Secretary of State of the State of New Jersey on September 28, 1978.
	3	.47(a)*	Certificate of Amendment to the Certificate of Incorporation of Adamar of New Jersey, Inc., dated July 10, 1981.
	3	.47(b)*	Certificate of Amendment to the Certificate of Incorporation of Adamar of New Jersey, Inc., dated November 14, 1988.
	3	.47(c)*	Certificate of Amendment to the Certificate of Incorporation of Adamar of New Jersey, Inc., dated December 17, 1992.
	3	.48*	Amended and Restated Bylaws of Adamar of New Jersey, Inc, dated as of June 30, 2004.
	3	.49*	Certificate of Incorporation of BNB Mobe-Homes, Inc., dated March 22, 1977.
	3	.49(a)*	Certificate of Amendment to the Certificate of Incorporation of BNB Mobe-Homes, Inc., dated March 6, 1978 (effectuating name change from BNB Mobe-Homes, Inc. to Manchester Mall, Inc.).
	3	.49(b)*	Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc., dated April 27, 1979.
	3	.49(c)*	Certificate of Amendment to the Certificate of Incorporation of Manchester Mall, Inc., dated November 14, 1988.
	3	.50*	Bylaws of Manchester Mall, Inc.
	3	.51*	Articles of Incorporation of Ramada Station, Inc., dated August 29, 1986 (currently named Tropicana Express, Inc.).
	3	.51(a)*	Certificate of Amendment to the Articles of Incorporation of Ramada Station, Inc., dated February 2, 1988 (effectuating name change from Ramada Station, Inc. to Ramada Express, Inc.) (currently named Tropicana Express, Inc.).
	3	.51(b)*	Certificate of Amendment to the Articles of Incorporation of Ramada Express, Inc., dated May 11, 1988 (currently named Tropicana Express, Inc.).
	3	.51(c)*	Certificate of Amendment to the Articles of Incorporation of Ramada Express, Inc., filed with the Secretary of State of the State of Nevada on July 17, 2007, effectuating name change to Tropicana Express, Inc.
	3	.52*	Bylaws of Ramada Station, Inc. (currently named Tropicana Express, Inc.).
	4	.1à	Indenture, dated as of December 28, 2006, by and among Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.) and U.S. Bank National Association.
	4	.2à	Supplemental Indenture, dated as of January 3, 2007, by and among Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.), certain guarantors party thereto and U.S. Bank National Association.
	4	.2(a)*	Second Supplemental Indenture, dated as of October 10, 2007, by and among Tropicana Entertainment, LLC and Tropicana Finance Corp., certain guarantors party thereto and U.S. Bank National Association.
	4	.3	Form of 95/8% Senior Subordinated Notes due 2014 of Tropicana Entertainment, LLC and Tropicana Finance Corp. (included as Exhibit 1 to Exhibit 4.1).
	4	.4à	Registration Rights Agreement, dated as of December 28, 2006, by and among Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), Wimar OpCo Finance Corp. (currently named Tropicana Finance Corp.) and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein.
	5	.1*	Opinion of Milbank, Tweed, Hadley & McCloy LLP.

Exhibit
Number			Description
	10	.1à	Credit Agreement, dated as of January 3, 2007, by and among Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC), Wimar OpCo Intermediate Holdings, LLC (currently named Tropicana Entertainment Intermediate Holdings, LLC), CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino, LLC, the lenders party thereto and Credit Suisse Securities (USA) LLC.
	10	.1(a)*	Amendment No. 1, Consent, Waiver and Agreement, dated as of May 29, 2007, to the Credit Agreement, dated as of January 3, 2007, by and among Tropicana Entertainment, LLC, Tropicana Entertainment Holdings, LLC, CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino, LLC, the lenders party thereto and Credit Suisse Securities.
	10	.2à	Credit Agreement, dated as of January 3, 2007, by and among Wimar Landco, LLC (currently named Tropicana Las Vegas Resort and Casino, LLC.), Wimar Landco Intermediate Holdings, LLC (currently named Tropicana Las Vegas Holdings, LLC), the Lenders party thereto and Credit Suisse.
	10	.2(a)*	Amendment No. 1, dated as of May 29, 2007, to the Credit Agreement, dated as of January 3, 2007, by and among Tropicana Las Vegas Resort and Casino, LLC, Tropicana Las Vegas Holdings, LLC, the Lenders party thereto and Credit Suisse (USA), LLC.
	10	.3à	Service Agreement, dated as of January 3, 2007, between Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC) and Columbia Sussex Corporation.
	10	.4à	Casino Services Agreement, dated as of January 3, 2007, between Wimar OpCo, LLC (currently named Tropicana Entertainment, LLC) and Wimar Tahoe Corporation (currently named Tropicana Casinos and Resorts).
	10	.5à	Service Agreement, dated as of October 27, 2003, between Columbia Properties Vicksburg, LLC and Columbia Sussex Corporation.
	10	.5(a)à	First Amendment to Service Agreement, dated as of August 7, 2006, between Columbia Sussex Corporation and Columbia Properties Vicksburg, LLC amending the Service Agreement, dated as of October 27, 2003, between Columbia Properties Vicksburg, LLC and Columbia Sussex Corporation.
	10	.5(b)à	Second Amendment to Service Agreement, dated as of November 6, 2006, between Columbia Sussex Corporation and Columbia Properties Vicksburg, LLC amending the Service Agreement, dated as of October 27, 2003, between Columbia Properties Vicksburg, LLC and Columbia Sussex Corporation.
	10	.6à	Service Agreement, dated as of August 26, 2004, between JMBS Casino, LLC and Columbia Sussex Corporation.
	10	.6(a)à	First Amendment to Service Agreement, dated as of November 6, 2006, between JMBS Casino, LLC and Columbia Sussex Corporation amending the Service Agreement, dated as of August 26, 2004, between JMBS Casino, LLC and Columbia Sussex Corporation.
	10	.7*	Contract of Lease, dated as of August 26, 1983, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.7(a)*	First Amendment to Contract of Lease, dated as of August 4, 1993, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.7(b)*	Second Amendment to Contract of Lease, dated as of October 26, 1998, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.7(c)*	Sale and Assignment of Lease, dated as of August 5, 1993, between NAB Asset Corporation and Jazz Enterprises, Inc.
	10	.8*	Contract of Lease, dated as of August 29, 1982, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.8(a)*	Amendment of Lease, dated as of August 4, 1993, between Cohn Realty Co. and Jazz Enterprises, Inc.
	10	.9*	Contract of Lease, dated as of April 26, 1982, between Rosenthal Associates and Jazz Enterprises, Inc.
	10	.9(a)*	Amendment of Lease, dated as of September 1, 1993, between Rosenthal Associates and Jazz Enterprises, Inc.

Exhibit
Number			Description
	10	.9(b)*	Sale and Assignment of Leases, dated as of September 2, 1993, between DAG Management, Inc. and Jazz Enterprises, Inc.
	10	.10*	Amended and Restated Lease Agreement, dated as of January 20, 1995, between Greenville Riverboat, LLC and Greenville Marine Corporation.
	10	.10(a)*	Assignment and Assumption of Lease, dated as of October 24, 1995, between Rainbow Entertainment, Inc. and Greenville Riverboat, LLC.
	10	.10(b)*	First Amendment to Amended and Restated Lease Agreement, dated as of October 26, 1995, between Greenville Marine Corporation and Greenville Riverboat, LLC.
	10	.10(c)*	Second Amendment to Amended and Restated Lease Agreement, dated as of July 1, 2003, between Greenville Marine Corporation and Greenville Riverboat, LLC.
	10	.10(d)*	Sublease Agreement, dated as of June 26, 1996, between Greenville Riverboat, LLC and Sargasso Corporation.
	10	.10(e)*	First Amendment to Sublease Agreement, dated as of July 1, 2003, between Greenville Riverboat, LLC and Sargasso Corporation.
	10	.11*	Amended and Restated Master Agreement of Purchase and Sale, dated as of October 22, 2003, between the City of Vicksburg and Columbia Properties Vicksburg.
	10	.12*	Dockage Agreement, dated as of December 29, 1992, between Greenville Yacht Club and the Cotton Club of Greenville.
	10	.12(a)*	First Amendment to Dockage Agreement, dated as of April 2, 1993, between Greenville Yacht Club and the Cotton Club of Greenville.
	10	.12(b)*	Second Amendment to Dockage Agreement, dated as of July 27, 1995, between Greenville Yacht Club and the Cotton Club of Greenville.
	10	.12(c)*	Third Amendment to Dockage Agreement, dated as of December 22, 1997, between Greenville Yacht Club and Alpha Gulf Coast, Inc., d/b/a Bayou Caddy’s Jubilee Casino.
	10	.12(d)*	Assignment of Yacht Club Dockage Agreement and License Agreement, dated as of December 17, 1997, between Greenville Casino Partners, LP and Alpha Gulf Coast, Inc., d/b/a Bayou Caddy’s Jubilee Casino.
	10	.12(e)*	Consent Agreement, dated as of February 22, 2002, between JMBS Casino, LLC and Greenville Casino Partners, L.P.
	10	.12(f)*	Fourth Amendment to Dockage Agreement, dated as of June 17, 2002, between Greenville Yacht Club and the JMBS Casino, LLC.
	10	.13*	Lease Agreement, dated as of November 7, 2006, between the City of Greenville and JMBS Casino, LLC.
	10	.14*	Agreement Granting Moorage and Other Rights, dated as of August 30, 1996, between The City Council of Greenville and Casino Gaming International.
	10	.14(a)*	Assignment of Agreement Granting Moorage and Other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.
	10	.14(b)*	Assignment, dated as of December 13, 2001, between Casino Gaming International, Limited and Greenville Casino Partners, L.P.
	10	.15*	Lease Agreement, dated as of April 1, 1993, between City of Greenville and Cotton Club of Greensville, Inc.
	10	.15(a)*	Assignment of Agreement Granting Moorage and other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.
	10	.15.1*	Agreement Granting Moorage, Dockage, Berthing and other Rights, dated as of April 1, 1993, between City of Greenville and Cotton of Greenville.
	10	.15.1(a)*	Assignment of Agreement Granting Moorage, Dockage, Berthing and other Rights, dated as of March 14, 2002, between Greenville Casino Partners, L.P. and JMBS Casino, LLC.
	10	.16*	Charter Party Agreement, dated as of January 20, 1995, between Greenville Riverboat, LLC and Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.).

Exhibit
Number			Description
	10	.16(a)*	First Amendment to Charter Party Agreement, dated as of September 24, 2003 between Caruthersville Riverboat Entertainment, Inc. (currently named St. Louis Riverboat Entertainment, Inc.) and Greenville Riverboat, LLC.
	10	.16(b)*	Second Amendment to Charter Party Agreement, dated as of May 23, 2005, between St. Louis Riverboat Entertainment Inc. and Greenville Riverboat, LLC.
	10	.17*	Hotel Lease, dated as of August 12, 2003, between CP Laughlin Realty, LLC and Columbia Properties Laughlin, LLC with respect to the River Palms property.
	10	.17(a)*	First Amendment to Hotel Lease, dated as of August 14, 2003, between CP Laughlin Realty, LLC and Columbia Properties Laughlin, LLC.
	10	.17(b)*	Second Amendment to Hotel Lease, dated as of November 22, 2006, between CP Laughlin Realty, LLC and Columbia Properties Laughlin, LLC.
	10	.18*	Evansville Riverboat Landing Lease, dated as of May 2, 1995, by and among the City of Evansville, Indiana and Aztar Indiana Gaming Company, LLC.
	10	.18(a)*	Amendment to Evansville Riverboat Landing Lease, effective as of December 1, 2001, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(b)*	Second Amendment to Evansville Riverboat Landing Lease, dated as of August 27, 2003, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(c)*	Memorandum of Understanding, dated as of December 21, 2004, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(d)*	Memorandum of Understanding, dated as of March 15, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(e)*	Memorandum of Understanding, dated as of May 12, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(f)*	Memorandum of Understanding, dated as of June 7, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(g)*	Third Amendment to Evansville Riverboat Landing Lease, dated as of July 19, 2005, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.18(h)*	Fourth Amendment to Evansville Riverboat Landing Lease, effective as of January 1, 2006, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation.
	10	.19*	Lease Agreement, dated as of August 25, 1997, by and among SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.19(a)*	First Amendment, dated as of May 26, 2000, between East Camelback Road, Inc., (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.19(b)*	Second Amendment, dated as of March 7, 2001, between East Camelback Road, Inc. (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.19(c)*	Third Amendment, dated as of August 4, 2003, between East Camelback Road, Inc. (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.19(d)*	Fourth Amendment, dated as of December 19, 2005, between East Camelback Road, Inc. (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.

Exhibit
Number			Description
	10	.19(e)*	Fifth Amendment, dated as of January 23, 2006, between East Camelback Road, Inc. (as successor to SFERS Real Estate Corp. and S Limited Partnership) and Aztar Corporation to Lease Agreement, dated as of August 25, 1997, between SFERS Real Estate Corp., S Limited Partnership and Aztar Corporation.
	10	.20*	Collective Bargaining Agreement between Hotel Ramada of Nevada d/b/a/Tropicana Resort & Casino and Local Joint Executive Board of Las Vegas, dated as of June 1, 2002.
	10	.21*	Labor Agreement between Hotel Ramada of Nevada d/b/a Tropicana Resort and Casino and International Union of Operating Engineers Local No. 501, AFL-CIO for the period covering April 1, 2004 through March 31, 2009.
	10	.22*	Labor Agreement between Hotel Ramada of Nevada d/b/a Tropicana Resort and Casino and International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists and Allied Crafts of the United States, its Territories and Canada, and its Trusteed Local 720, Las Vegas, Nevada, dated as of June 2002.
	10	.23*	Collective Bargaining Agreement between International Union of Operating Engineers Local 68-68A-68B, AFL-CIO and Tropicana Casino and Resort for the period covering May 1, 2006 through April 30, 2011.
	10	.24*	Collective Bargaining Agreement between Adamar of New Jersey, Inc. d/b/a Tropicana Casino and Resorts and UNITE HERE, Local 54 for the period covering November 3, 2004 through September 15, 2009.
	12	.1*	Calculation of Ratio of Earnings to Fixed Charges.
	21	.1à	Subsidiaries of Tropicana Entertainment, LLC.
	23	.1	Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit 5.1).
	23	.2*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.3*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.4*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.5*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	23	.6*	Consent of Ernst & Young LLP, Independent Auditors.
	23	.7*	Consent of Ernst & Young LLP, Independent Auditors.
	23	.8*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm as to Aztar Corporation.
	23	.9*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
	24	.1	Power of Attorney (included on the signature pages of Section II).
	25	.1à	Statement of Eligibility of U.S. Bank National Association, as trustee, on Form T-1.
	99	.1à	Form of Letter of Transmittal.
	99	.2à	Form of Notice of Guaranteed Delivery.
	99	.3à	Form of Letter to Registered Holders.
	99	.4à	Form of Letter to Beneficial Holders.
	99	.5à	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 with respect to the exchange offer.

* Filed herewith.

à Previously filed.

EX-2.4

EXHIBIT 2.4

Execution Version

ASSET PURCHASE AGREEMENT

dated as of November 19, 2004

by and between

DESERT PALACE, INC., as Seller

and

WIMAR TAHOE CORPORATION, as Buyer

TABLE OF CONTENTS

		Page
ARTICLE I PURCHASE AND SALE OF ASSETS
Section 1.1	Purchase and Sale of Assets		1
Section 1.2	Excluded Assets		2
Section 1.3	Excluded Liabilities		3
Section 1.4	Assumed Liabilities		4
Section 1.5	Retention and Removal of Excluded Assets		5
Section 1.6	Assignability and Consents		6
ARTICLE II PURCHASE PRICE AND DEPOSIT
Section 2.1	Purchase Price		7
Section 2.2	Deposit		7
Section 2.3	Allocation of Purchase Price		8
Section 2.4	Initial Working Capital Adjustment		8
Section 2.5	Final Working Capital Adjustment		8
ARTICLE III ADJUSTMENTS
Section 3.1	Room Cleaning		10
ARTICLE IV CLOSING
Section 4.1	Closing		10
Section 4.2	Deliveries at Closing		11
ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER
Section 5.1	Organization of Seller		13
Section 5.2	Authority; No Conflict; Required Filings and Consents		13
Section 5.3	Financial Statements		14
Section 5.4	No Undisclosed Liabilities		15
Section 5.5	Leased Property		15
Section 5.6	Intellectual Property		16
Section 5.7	Agreements, Contracts and Commitments		16
Section 5.8	Litigation; Orders		16
Section 5.9	Environmental Matters		16
Section 5.10	Permits; Compliance with Laws		17
Section 5.11	Labor Matters		18
Section 5.12	Employee Benefits		18
Section 5.13	Brokers		19
Section 5.14	Insurance		19
Section 5.15	Personal Property		19

i

		Page
Section 5.16	Other Property		19
Section 5.17	Condemnation Proceedings		19
Section 5.18	Computer Software		19
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER
Section 6.1	Organization		20
Section 6.2	Authority; No Conflict; Required Filings and Consents		20
Section 6.3	Brokers		21
Section 6.4	Financing		21
Section 6.5	Licensability of Principals		21
Section 6.6	Compliance with Gaming Laws		21
Section 6.7	Waiver of Buyer’s Ability to Terminate Based Upon Due Diligence Investigation		22
Section 6.8	Litigation		22
Section 6.9	Right of First Refusal		22
ARTICLE VII COVENANTS
Section 7.1	Conduct of Business of Seller		23
Section 7.2	Cooperation; Notice; Cure		24
Section 7.3	No Solicitation		24
Section 7.4	Employee Matters		25
Section 7.5	Access to Information and the Property		27
Section 7.6	Governmental Approvals		28
Section 7.7	Publicity		30
Section 7.8	Further Assurances and Actions		31
Section 7.9	Transfer Taxes; HSR Filing Fee		32
Section 7.10	Accounts Receivable; Accounts Payable		32
Section 7.11	Reservations; Chips; Front Money; Guests		32
Section 7.12	Insurance Policies		34
Section 7.13	Certain Transactions		34
Section 7.14	Insurance; Casualty and Condemnation		34
Section 7.15	Certain Notifications		35
Section 7.16	Use of Affiliate Customer List		35
Section 7.17	No Control		35
Section 7.18	Remediation of Release from Underground Storage Tank		36
Section 7.19	Transitional Laundry Services		36
ARTICLE VIII CONDITIONS TO CLOSING
Section 8.1	Conditions to Each Party’s Obligation to Effect the Closing		37
Section 8.2	Additional Conditions to Obligations of Buyer		37
Section 8.3	Additional Conditions to Obligations of Seller		38
ARTICLE IX TERMINATION AND AMENDMENT
Section 9.1	Termination		38

ii

		Page
Section 9.2	Effect of Termination		40
Section 9.3	Application of the Deposit		40
ARTICLE X SURVIVAL; INDEMNIFICATION
Section 10.1	Survival of Representations, Warranties, Covenants and Agreements		41
Section 10.2	Indemnification		41
Section 10.3	Interpretation		42
Section 10.4	Procedure for Claims between Parties		43
Section 10.5	Defense of Third Party Claims		43
Section 10.6	Limitations on Indemnity		44
Section 10.7	Payment of Damages		44
Section 10.8	Exclusive Remedy		45
Section 10.9	Treatment of Indemnification Payments		45
ARTICLE XI PROPERTY
Section 11.1	As Is		45
Section 11.2	Title to Real Property		46
ARTICLE XII MISCELLANEOUS
Section 12.1	Definitions		47
Section 12.2	Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury		58
Section 12.3	Notices		59
Section 12.4	Interpretation		60
Section 12.5	Headings		61
Section 12.6	Entire Agreement; No Third Party Beneficiaries		61
Section 12.7	Severability		61
Section 12.8	Assignment		61
Section 12.9	Parties of Interest		61
Section 12.10	Counterparts		61
Section 12.11	Mutual Drafting		62
Section 12.12	Amendment		62
Section 12.13	Extension; Waiver		62
Section 12.14	Time of Essence		62
Section 12.15	Disclosure Letters		62
Section 12.16	Assignment Fee		62
Section 12.17	Other Assets; Other Property		62

EXHIBITS

Exhibit A	Deposit Escrow Agreement
Exhibit B	Form of Bill of Sale and Assignment
Exhibit C	Form of Assignment and Assumption Agreement—Assumed Contracts and Assumed Liabilities

iii

Exhibit D	Form of Non-Foreign Affidavit
Exhibit E	Form of Confirmation of Transfer of Guest Items
Exhibit F	Form of Confirmation of Inventoried Vehicles
Exhibit G	Form of Confirmation of Transfer of Guest Baggage
Exhibit H-1	Form of Bill of Sale—Passenger/Delivery Vehicles
Exhibit H-2	Form of Bill of Sale—Yacht
Exhibit I	Form of License Agreement
Exhibit J	[Intentionally Omitted]
Exhibit K	Form of Assignment of Leases
Exhibit L	Title Commitment and the UCC-11 Search
Exhibit M	Survey Compliance Letter

iv

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2004, by and among Desert Palace, Inc., a Nevada corporation (“Seller”), and Wimar Tahoe Corporation, a Nevada corporation (“Buyer”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 12.1 hereof.

     WHEREAS, Seller owns and operates the Property (commonly known as Caesars Tahoe);

     WHEREAS, Harrah’s Entertainment, Inc., a Delaware corporation (“Harrah’s”), and Caesars Entertainment, Inc., a Delaware Corporation (“Caesars”), which is the ultimate parent of Seller, have entered into an Agreement and Plan of Merger dated as of July 14, 2004, by and among Harrah’s, Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned Subsidiary of Harrah’s, and Caesars, as amended from time to time (the “Merger Agreement”), pursuant to which Harrah’s is acquiring Caesars;

     WHEREAS, the Board of Directors of Caesars believes that it is in the best interests of Caesars, its stockholders and Seller to sell Seller’s interest in the Property;

     WHEREAS, Buyer desires to purchase Seller’s interest in the Property, and assume certain Liabilities related to the operation of the Property, all on the terms and subject to the conditions set forth herein; and

     WHEREAS, pursuant to Article X of the Amended and Restated Net Lease Agreement, effective January 1, 2000 (the “Ground Lease”), by and between Park Cattle Co., a Nevada corporation (the “Landlord”) and Seller, until January 21, 2005 the transactions between Buyer and Seller contemplated by this Agreement are subject to the Landlord’s option to purchase the Purchased Assets from Seller, and, accordingly, this Agreement is subject to termination pursuant to Section 9.1(g) hereof if the Landlord exercises such option;

     NOW, THEREFORE, the parties hereto, in consideration of the premises and of the mutual representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

     Section 1.1 Purchase and Sale of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to those certain rights and assets set forth below, but excluding the Excluded Assets and except as set forth on the Detailed Balance Sheet (the “Purchased Assets”):

     (a) the Property;

     (b) all items of the type designated to be transferred to Buyer on the Detailed Balance Sheet;

     (c) the Assumed Contracts;

     (d) the Acquired Personal Property;

     (e) the Transferred Intellectual Property;

     (f) the Books and Records;

     (g) the Assumed Software;

     (h) with respect to the Property, the Seller Permits, and pending applications therefor, to the extent transferable by Law;

     (i) all cash, cash equivalents, bank deposits, guest room or meeting facility deposits or similar cash items of Seller held at the Property as of the Closing;

     (j) the Seller Customer List;

     (k) Transferred Employee Records;

     (l) all rights of Seller under the Ground Lease;

     (m) the Yacht; and

     (n) all assets to which Buyer is entitled under the provisions of Article III hereof.

     Section 1.2 Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing, Seller shall retain all of its right, title and interest in and to each and all of the following assets, except as may otherwise be set forth on the Detailed Balance Sheet (the “Excluded Assets”):

     (a) all items of the type designated to be retained by Seller on the Detailed Balance Sheet;

     (b) the Excluded Contracts;

     (c) any rights, claims, causes of action and credits (including all indemnities, warranties and similar rights) in favor of Seller or any of its Affiliates or Representatives to the extent relating to (i) any other Excluded Asset, (ii) any Excluded Liability, or (iii) the operation of the business at the Property prior to the Closing Date;

     (d) the corporate charter or other organizational documents, minute and stock books and records, corporate seals, Tax Returns (including supporting schedules) of Seller or any of its Affiliates;

2

     (e) all of its human resources and other employee-related files and records, other than the Transferred Employee Records;

     (f) all indebtedness or accounts payable owing from any Affiliate of Seller to Seller;

     (g) any refund, credit, claim or entitlement with respect to Taxes of Seller or its Affiliates, or with respect to the Purchased Assets, attributable to Tax periods (or portions thereof) ending on or before the Closing Date;

     (h) the Excluded Personal Property;

     (i) the Excluded Intellectual Property;

     (j) the Customer Database;

     (k) all data, files and other materials located on any storage device (including such data, files and/or materials located on personal computers and servers) located at the Property (other than the Books and Records and the Assumed Software);

     (l) all assets and properties of Seller neither used in connection with the business operated at the Property nor located at the Property or in the warehouse leased by Seller pursuant to the Lease with Prudential Carson Properties, including the Other Assets and the Other Property, and all assets and properties owned by Affiliates of Seller;

     (m) the Connection Card and player loyalty or rewards program of Caesars or its Affiliates; and

     (n) any assets set forth on Section 1.2 of the Seller Disclosure Letter.

     Section 1.3 Excluded Liabilities. Other than the Assumed Liabilities, Buyer is not, and shall not be deemed to be, assuming or taking the Purchased Assets subject to any obligations or liabilities of Seller or any of its Affiliates, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, except as may be set forth on the Detailed Balance Sheet, including without limitation, (collectively, the “Excluded Liabilities”):

     (a) any Liability in respect of any Excluded Asset;

     (b) all Liabilities of the type designated to be retained by Seller on the Detailed Balance Sheet;

     (c) all Liabilities set forth on Section 1.3 of the Seller Disclosure Letter;

     (d) all indebtedness or accounts payable owing from Seller to any Affiliate of Seller;

     (e) all Pre-Closing Tax Liabilities;

     (f) all Pre-Closing Employee Liabilities;

     (g) all Liabilities of Seller pursuant to Article III hereof;

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     (h) all Liabilities of Seller that (i) by their terms should have been performed on or prior to the close of business on the Closing Date, and/or (ii) arise from events or circumstances, including for claims, pending or threatened litigation, acts omissions, events or occurrences relating to the Purchased Assets, occurring on or prior to the close of business on the Closing Date, in each case, other than the Assumed Liabilities; and

     (i) all Liabilities, including without limitation Environmental Liabilities, under Environmental Laws relating to, resulting from, caused by or arising out of ownership, operation or control of the Property, arising before the Closing Date of which Seller has knowledge as of the Closing Date (by virtue of such Liabilities being disclosed in the Phase I Environmental Assessment or otherwise), including without limitation all Environmental Liabilities with respect to the Contamination at the UST site referred to in Section 7.18 hereof.

     Section 1.4 Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, as of the Closing Date, Buyer agrees to assume, satisfy, perform, pay, discharge and be solely responsible for, except as may be set forth on the Detailed Balance Sheet, each of the following Liabilities (the “Assumed Liabilities”):

     (a) all Liabilities of the type designated on the Detailed Balance Sheet as being assumed by Buyer;

     (b) all Liabilities relating to, or arising in respect of, (i) the Purchased Assets accruing, arising out of, or relating to events, occurrences, acts or omissions happening from and after the Closing Date and (ii) all Assumed Contracts which were not fully performed and were not required to have been so performed, prior to the Closing Date;

     (c) all Liabilities of Seller with respect to entertainment, hotel, dining and other reservations made by patrons relating to the Property from and after the Closing;

     (d) except as provided for in Section 7.9, all Liabilities for Taxes arising from and attributable to the ownership of any portion of the Property from and after the Closing Date;

     (e) (i) all Liabilities relating to Transferred Employees of Seller accruing from and after the Closing Date and (ii) all obligations and Liabilities relating to severance provided for in Section 7.4(c) hereof;

     (f) all Liabilities, including for claims, pending or threatened litigation, acts, omissions, events or occurrences relating to the Property, which occur or arise on or after the Closing Date;

     (g) all Liabilities, including without limitation Environmental Liabilities, under Environmental Laws relating to, resulting from, caused by or arising out of ownership, operation or control of the Property, whether arising before or after the Closing Date, including without limitation any Liability or relating to contamination or exposure to Hazardous Substances at or attributable to the Property; provided, however, that Seller shall retain liability for any such Liabilities arising before the Closing Date of which Seller has knowledge as of the Closing Date (by virtue of such Liabilities being disclosed in the Phase I Environmental Assessment or

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otherwise), including without limitation all Environmental Liabilities with respect to the Contamination at the UST site referred to in Section 7.18 hereof; and

     (h) to the extent lawfully transferable, all obligations, commitments and Liabilities under any Seller Permits assigned to Buyer pursuant to Section 1.1(h) hereof.

     Section 1.5 Retention and Removal of Excluded Assets.

     (a) Notwithstanding anything to the contrary contained in this Agreement, Seller and its Affiliates may retain and use, at their own expense, archival copies of all of the Assumed Contracts and other documents or materials transferred hereunder (including, without limitation, the Affiliate Customer List, which Seller or its Affiliates will retain copies and the right to use in connection with their marketing and loyalty programs or otherwise, but excluding the Seller Customer List), in each case, which (i) are used in connection with Seller’s or its Affiliates’ businesses, other than the Property , (ii) Seller in good faith determines it is reasonably likely to need access to in connection with the defense (or any counterclaim, cross-claim or similar claim in connection therewith) of any suit, claim, action, proceeding or investigation against or by the Seller or any of its Affiliates pending or threatened as of the Closing Date; or (iii) Seller in good faith determines it is reasonably likely to need access to in connection with any filing, report, or investigation to or by any Governmental Authority.

     (b) All items located at the Property that constitute Excluded Assets may be removed on or prior to the Closing Date and within thirty (30) days after the Closing Date by Seller, its Affiliates, the owners of the Excluded Assets, or their respective Representatives, with the removing party making all repairs necessitated by such removal, but without any obligation on the part of Seller, its Affiliates, or any removing party to replace any item so removed. Seller hereby reserves unto itself and its Affiliates and the owners of the Excluded Assets, and their respective Representatives, a right of entry into the Property at reasonable times after the Closing Date and within such thirty (30) day period to effect such removal; provided, however that any such removal of Excluded Assets shall not unduly interfere with Buyer’s business operations at the Property. In the event any Excluded Assets are removed within the thirty (30) day period after the Closing Date, Seller shall provide Buyer prior notice and Buyer shall be permitted, at its discretion, to be present during such removal of the Excluded Assets. Seller recognizes that Buyer will be replacing the Excluded Software at the Property and that Buyer intends that its replacement software will be operational as of, or promptly after, the Closing Date. Seller agrees to cooperate reasonably with Buyer in (1) effecting the transition from Excluded Software to replacement software and (2) commencing and accomplishing this transition as promptly as practicable following the Closing Date and (3) within six months following the Closing Date, transferring to Buyer’s system the SDS Slot Management System and CMS System; provided that: (i) there shall be no interference with Seller’s operation of the Property before the Closing Date; (ii) there shall be no material interference with Buyer’s operation of the Property as of or after the Closing Date in effecting the transition (other than any such interference as may relate to Buyer’s actions or inactions, including failure to provide software); (iii) there shall be no cost or expense incurred by Seller or any of its Affiliates in connection with such cooperation, excepting, however, any costs associated with wages for Seller’s employees or agents who will be assisting in the process; and (iii) Seller shall not be required to reveal proprietary information to Buyer. Seller shall uninstall Excluded Software at the Property that is now installed on

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personal computers at the Property on or before the Closing Date or within thirty (30) days after the Closing Date. Buyer’s agreement pursuant to this Section 1.5(b) shall survive the Closing and shall be covered by Buyer’s indemnification obligations in Article X hereof and enforceable by Seller by any means available at Law or equity, including injunctive relief, which Buyer hereby agrees is an appropriate remedy. All risk of loss relative to any Excluded Assets that are located on the Property after the Closing Date shall remain with Seller. If Seller does not remove any of the Excluded Assets within six (6) months following the Closing Date, all such remaining Excluded Assets shall be deemed to be abandoned and Buyer may dispose of any such remaining Excluded Assets.

     Section 1.6 Assignability and Consents.

     (a) Notwithstanding anything to the contrary contained in this Agreement, if the sale, conveyance, assignment, attempted sale, conveyance, assignment or transfer to Buyer of any Contract (other than the Ground Lease) that is part of the Purchased Assets is, by its terms, nonassignable without the consent of a third party (other than an Affiliate of Seller, in which case Seller covenants and agrees to cause such Affiliate to render such consent) and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date (each, a “Non-Assignable Asset”), in either case, the Closing shall proceed, but the Closing shall not constitute the sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset, and this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery of any such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, Seller and Buyer shall use commercially reasonable efforts to obtain any such authorizations, approvals, consents or waivers related to the Non-Assignable Assets, and Buyer and Seller shall cooperate with each other in any arrangement commercially reasonable to provide that Buyer shall receive the interest of the Seller in the benefits under any such Non-Assignable Asset until such time as such third party consent, approval or waiver shall have been obtained, and each of Buyer and Seller shall cooperate with the other party in any such commercially reasonable arrangement, including performance by Seller as agent if commercially reasonable to the Seller, and, in such case, Buyer shall be liable to Seller in a fashion equivalent to what Buyer’s Liabilities would be under any such Non-Assignable Asset as if it were assigned. Seller shall promptly pay over to Buyer the amount of all payments received by it in respect of all of its Non-Assignable Assets. In complying with the foregoing, Seller shall not be required, in any manner, to waive, relinquish or forego any right or claim available to Seller with respect to such Non-Assignable Asset in order to provide such assignment, transfer or benefit.

     (b) Once authorization, approval or waiver of or consent for the sale, conveyance, assignment or transfer of any such Non-Assignable Asset is obtained, Seller shall convey, assign, transfer and deliver any such Non-Assignable Asset at no additional cost to Buyer, and such Non-Assignable Asset shall thereafter constitute a Purchased Asset. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall assume all Liabilities in respect of any Non-Assignable Asset if it is receiving the benefits thereof, but shall not assume any Liabilities in respect of any Non-Assignable Asset if it is not receiving the benefits thereof.

     (c) Subject to Section 1.5 hereof, Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all Operating Agreements necessary to conduct business

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at the Property from and after the Closing Date, including, without limitation, replacement software license agreements for the software which will replace the Excluded Software. Subject to the terms and conditions hereof, Buyer shall be responsible for obtaining new licenses and permits for the operation of the Property. Except as set forth in Section 1.1(h) hereof, no licenses or permits will be transferred by Seller in connection with the sale of the Property. Buyer understands and agrees that the assignment of certain Contracts as contemplated hereunder may require the delivery by Buyer of certain deposits to the third parties that are party to such Contracts and that Buyer shall be responsible for the timely delivery of such deposits in accordance with requirements of such Contracts with such third parties.

ARTICLE II

PURCHASE PRICE AND DEPOSIT

     Section 2.1 Purchase Price. In consideration for the sale and transfer of the Purchased Assets, at the Closing, Buyer shall deliver or cause to be delivered by electronic transfer of immediately available funds to an account designated by Seller (A) Forty Five Million United States Dollars ($45,000,000), PLUS OR MINUS (B) the Working Capital Adjustment, if any, as provided for in Sections 2.4 and 2.5 hereof, PLUS OR MINUS (C) the adjustment as of the Closing Date, if any, pursuant to Article III hereof (collectively, the “Purchase Price”). At Closing, in lieu of the final full Working Capital Adjustment, the Purchase Price shall be calculated using the Initial Working Capital Adjustment as determined in accordance with Section 2.4 hereof, with subsequent final adjustment as provided for in Section 2.5(c) hereof.

     Section 2.2 Deposit.

     (a) On the date hereof, Buyer shall deposit Three Million Three Hundred Seventy Five Thousand United States Dollars ($3,375,000) (such amount, including the interest accrued thereon and any additional funds deposited by Buyer with the Escrow Agent pursuant to Section 4.1, the “Deposit”) with Stewart Title Guaranty Company, (the “Escrow Agent”) pursuant to an escrow agreement dated as of the date hereof and attached hereto as Exhibit A (the “Deposit Escrow Agreement”) executed and delivered by Seller, Buyer and the Escrow Agent. At the Closing, the Deposit shall be credited against the Purchase Price and the Deposit shall be promptly released and paid by the Escrow Agent to Seller pursuant to this Section 2.2(a) and the terms of the Deposit Escrow Agreement. Upon the termination of this Agreement, the Deposit shall be payable pursuant to Section 9.3 hereof, and thereafter shall be promptly released by the Escrow Agent to Buyer or Seller, as applicable, pursuant to Section 9.3 hereof and the terms of the Deposit Escrow Agreement.

     (b) Seller and Buyer agree to execute and be bound by such other reasonable and customary escrow instructions as may be necessary or reasonably required by the Escrow Agent or the parties hereto in order to consummate the purchase and sale contemplated herein, or otherwise to distribute and pay the funds held in escrow as provided in this Agreement and the Deposit Escrow Agreement; provided that such escrow instructions are consistent with the terms of this Agreement and the Deposit Escrow Agreement. In the event of any inconsistency between the terms and provisions of such supplemental escrow instructions and the terms and

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provisions of this Agreement, or any inconsistency between the terms and provisions of the Deposit Escrow Agreement and the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control, absent an express written agreement between the parties hereto to the contrary which acknowledges this Section 2.2(b).

     Section 2.3 Allocation of Purchase Price. Buyer and Seller shall endeavor in good faith to agree on the allocation of the Purchase Price (as determined for federal income tax purposes, including any Assumed Liabilities that are required to be treated as part of the Purchase Price for federal income tax purposes) among the Purchased Assets (and any other assets that are considered to be acquired for federal income tax purposes) on or prior to the Closing Date in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Purchase Price Allocation”). If Buyer and Seller have not agreed on the Purchase Price Allocation by the Closing Date, Buyer and Seller shall endeavor in good faith to resolve such disagreement as promptly as practicable following the Closing Date. If Buyer and Seller are unable to resolve such disagreement within thirty (30) days following the Closing Date, then any disputed matter(s) will be finally and conclusively resolved by an independent accounting firm of recognized national standing with no existing relationship with either party that is mutually selected by Buyer and Seller (the “Auditor”) as promptly as practicable, and such resolution(s) will be reflected on the Purchase Price Allocation. The fees and expenses of the Auditor shall be borne equally by Buyer and Seller. Buyer and Seller agree to (a) be bound by the Purchase Price Allocation, (b) act in accordance with the Purchase Price Allocation in the filing of all Tax Returns (including, without limitation, filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (c) take no position and cause its Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

     Section 2.4 Initial Working Capital Adjustment. At least five (5) business days prior to the Closing Date, Seller shall deliver to Buyer a statement of Working Capital of Seller substantially in the form of the Detailed Balance Sheet (the “Pre-Closing Working Capital Statement”). The Pre-Closing Working Capital Statement shall be prepared on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the Detailed Balance Sheet. The Pre-Closing Working Capital Statement will contain a good faith estimate of the amount of Working Capital of Seller on the Closing Date (the “Pre-Closing Working Capital”). Seller and Buyer each shall bear its own expenses in the preparation and review of the Pre-Closing Working Capital Statement. The “Initial Working Capital Adjustment” (which may be a positive or negative number) shall equal the Pre-Closing Working Capital. On or about the Closing Date Seller shall conduct a cash count and a drop of approximately 10 percent of the gaming device “hoppers” and Seller shall provide reasonable advance notice to Buyer thereof and a Representative of Buyer may, subject to applicable Gaming Laws, if any, be present to observe such cash count and hopper drop if it so elects. Such cash count and hopper drop (with the drop for 100 percent of such hoppers being derived from such 10 percent drop) shall be used in the preparation of the Working Capital Statement.

     Section 2.5 Final Working Capital Adjustment.

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     (a) As soon as reasonably practicable following the Closing Date, but in no event more than sixty (60) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement of Working Capital of Seller substantially in the form of the Pre-Closing Working Capital Statement and the Detailed Balance Sheet (the “Working Capital Statement”). The Working Capital Statement shall be prepared on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the Detailed Balance Sheet. The Working Capital Statement will contain the amount of Working Capital of Seller as of the Closing Date (the “Closing Date Working Capital”). Notwithstanding any provision of this Agreement to the contrary, Buyer shall provide reasonable advance notice to Seller of any cash counts and physical inventories that will be taken for preparation of the Working Capital Statement and, subject to applicable Gaming Laws, if any, a Representative of Seller may be present to observe such cash counts and physical inventories if it so elects. Seller and Buyer each shall bear its own expenses in the preparation and review of the Working Capital Statement. Subject to applicable Law, Seller will provide Buyer reasonable access to any of Seller’s records not otherwise available to Buyer as a result of the transactions contemplated by this Agreement, to the extent reasonably related to the preparation of the Working Capital Statement and the calculation of Closing Date Working Capital.

     (b) Notwithstanding any provision in this Article II, in preparing the Working Capital Statement, the following provisions shall be observed.

          (i) As of the Closing, all real and personal property Taxes related to the Purchased Assets for Tax periods beginning before and ending after the Closing Date shall be prorated separately on a per diem basis as of the Closing Date using the latest available rates and assessments, and Seller shall be responsible for Seller’s proportionate share of its property Taxes (which shall be determined on a per diem basis from the beginning of the relevant Tax period through the day prior to Closing), provided, however, that with the exception of the Pre-Closing Tax Liabilities and subject to Buyer’s indemnity rights under Article X, all Taxes becoming a Lien on any of the Purchased Assets of Seller on or after the Closing Date or which become due and payable on or after the Closing Date shall be paid solely by Buyer.

          (ii) Utility (which shall include water, gas, electric, sewer, fuel and the like) meters will be read, to the extent that the utility company will do so, during the daylight hours on the Closing Date (or as near as practicable prior thereto), with charges to that time paid by Seller and charges thereafter paid by Buyer. Charges for utilities which are un-metered, or the meters for which have not been read on the Closing Date, will be prorated between Buyer and Seller as of the Transfer Time.

     (c) If Seller shall disagree with the calculation of Closing Date Working Capital or any element of the Working Capital Statement relevant thereto, it shall, within ten (10) business days after its receipt of the Working Capital Statement, notify Buyer of such disagreement in writing, setting forth in detail the particulars of such disagreement. In connection therewith and subject to applicable Law, Buyer will provide Seller reasonable access to any of Buyer’s and the Property’s records not otherwise available to Seller as a result of the transactions contemplated by this Agreement, to the extent reasonably related to Seller’s review of the Working Capital Statement and the calculation of Closing Date Working Capital. In the event that Seller does not provide such notice of disagreement within such ten (10) business day period, Seller shall be

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deemed to have accepted the Working Capital Statement and the calculation of the Closing Date Working Capital delivered by Buyer, which shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Seller under any provision hereof, including Article X hereof. In the event any such notice of disagreement is timely provided, Buyer and Seller, in conjunction with their respective independent accounting firms, shall use reasonable best efforts for a period of ten (10) business days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of Closing Date Working Capital. If, at the end of such period, they are unable to resolve such disagreements, then the Auditor shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable whether the Working Capital Statement was prepared in accordance with the standards set forth in this Agreement and, only with respect to the disagreements submitted to the Auditor, whether and to what extent (if any) Closing Date Working Capital requires adjustment. The Auditor shall promptly deliver to Buyer and Seller its determination in writing, which determination shall be made subject to the definitions and principles set forth in this Agreement, and shall be (i) consistent with either the position of Seller or Buyer or (ii) between the positions of Seller and Buyer. The fees and expenses of the Auditor shall be paid one-half by Buyer and one-half by Seller. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer or Seller under any provision hereof, including Article X. The date on which Closing Date Working Capital is finally determined in accordance with this Section 2.5 is hereinafter referred to as the “Determination Date.”

     (d) Within ten (10) business days of the Determination Date, the amount (which may be a positive or negative number) equal to (i) the Closing Date Working Capital MINUS (ii) the Pre-Closing Working Capital (the “Final Working Capital Adjustment”) shall be paid in cash by wire transfer of immediately available funds from Buyer to Seller (if the Final Working Capital Adjustment is a positive amount), or from Seller to Buyer (if the Final Working Capital Adjustment is a negative amount).

ARTICLE III

ADJUSTMENTS

     Section 3.1 Room Cleaning. The guest rooms at the hotel that are occupied by guests on the night immediately preceding the Closing Date will be cleaned in the Ordinary Course of Business by appropriate housekeeping staff on the Closing Date, and Buyer shall receive a credit of Fourteen United States Dollars and Fifty Cents ($14.50) for each occupied room so cleaned.

ARTICLE IV

CLOSING

     Section 4.1 Closing. Unless this Agreement is earlier terminated pursuant to Article IX hereof, the closing of the transactions contemplated by this Agreement, including the

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purchase and sale of the Purchased Assets (the “Closing”), shall take place on the third business day following satisfaction or waiver of the conditions set forth in Article VIII hereof (other than those conditions to be satisfied or waived at the Closing), at 9:00 a.m., Las Vegas time, at the Property, unless another time and place are agreed to by the parties (the “Closing Date”), provided however, that in the event Buyer has not obtained all required Gaming Approvals and all the other conditions set forth in Article VIII hereof (other than the condition set forth in Section 8.1(b) hereof) have been satisfied or waived, the Closing shall take place on the third business day following the later of (x) Buyer’s receipt of the Gaming Approvals and (y) the satisfaction of the condition set forth in Section 8.1(b) hereof, subject to Buyer’s and Seller’s right to terminate this Agreement pursuant to Section 9.1 hereof; provided, further, that the Closing Date shall not be after May 19, 2005 (the “Scheduled Closing Date”), unless (i) Buyer deposits with the Escrow Agent an additional Two Million Two Hundred Fifty Thousand United States Dollars ($2,250,000) (which amount shall be included in the Deposit for all purposes of this Agreement), in which case the Scheduled Closing Date shall be extended to the earlier of (A) two (2) business days after the later of (x) Buyer’s receipt of the Gaming Approvals and (y) the satisfaction of the condition set forth in Section 8.1(b) hereof, or (B) August 19, 2005 (the “Extended Scheduled Closing Date”). Notwithstanding the foregoing, for the purposes of the Working Capital Adjustment and prorations contemplated hereby, the Closing shall be deemed to occur at the Transfer Time.

     Section 4.2 Deliveries at Closing. The following documents will be executed and delivered, as applicable, by the Buyer or Seller at or prior to the Closing:

     (a) Bill of Sale and Assignment. Seller shall execute and deliver to Buyer, and Buyer shall execute an acceptance of, a Bill of Sale and Assignment in the form attached as Exhibit B, which form may be modified to the extent required by local Law, conveying to Buyer (i) the Property; (ii) Acquired Personal Property, (iii) the Transferred Intellectual Property, (iv) the Books and Records, (v) any Seller Permits, and pending applications thereof, to the extent transferable by Law, and (vi) all cash, cash equivalents, bank deposits or similar cash items of Seller held at the Property as of the Closing, but excluding the Excluded Assets. In addition, Seller shall cause CS3 to execute and deliver to Buyer, and Buyer shall execute an acceptance of, a Bill of Sale and Assignment conveying to Buyer the CS3 Assets.

     (b) Assumed Contracts; Assumed Liabilities. Buyer and Seller shall execute and deliver a Assignment and Assumption Agreement – Assumed Contracts and Assumed Liabilities in the form attached as Exhibit C, which form may be modified to the extent required by local Law, to transfer the Assumed Liabilities, Assumed Contracts and Assumed Software to Buyer, and Buyer agrees to execute and deliver such other assumption agreements or other documents reasonably required by any Person (and reasonably acceptable to Buyer) to effectuate the assumption of the Assumed Liabilities applicable to the Property and the Purchased Assets.

     (c) Purchase Price. Buyer shall deliver or cause to be delivered to Seller cash in the amount of the Purchase Price (less the amount of the Deposit) pursuant to Section 2.1 hereof.

     (d) Closing Escrow Agreement. If either Buyer or Seller so requests, Buyer, Seller and the Escrow Agent shall execute and deliver, not later than two (2) business days prior to the Closing, a closing escrow agreement (in form and substance reasonably acceptable to Buyer,

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Seller and the Escrow Agent), providing for the appointment and responsibilities of such escrow agent with respect to implementation of the Closing.

     (e) Buyer Certificates. Buyer shall deliver to Seller the certificates required by Sections 8.3(b) and (c) hereof.

     (f) Seller Certificates. Seller shall deliver to Buyer the certificates required by Sections 8.2(a) and (b) hereof.

     (g) Customer List. Seller shall deliver to Buyer the Seller Customer List and the Affiliate Customer List (collectively, the “Transferred Customer Lists”), which shall be in the format and contain the information set forth on Section 4.2(g) of the Seller Disclosure Letter.

     (h) Non-Foreign Affidavit. Seller (or the appropriate Affiliate of Seller) shall execute and deliver a Non-Foreign Affidavit in the form attached as Exhibit D.

     (i) Transfer of Guest Safe Deposit Items. Buyer and Seller shall confirm the transfer of guest safe deposit box contents and the contents of the main safe controlled by Seller belonging to guests of the Property (excluding safes located in guest rooms) by executing and delivering a Confirmation of Transfer of Guest Items in the form attached as Exhibit E, which form may be modified to the extent required by local Law.

     (j) Transfer of Inventoried Vehicles. Buyer and Seller shall confirm the transfer of Inventoried Vehicles by executing and delivering a Confirmation of Transfer of Inventoried Vehicles in the form attached as Exhibit F, which form may be modified to the extent required by local Law.

     (k) Transfer of Guest Baggage. Buyer and Seller shall confirm the transfer of guest baggage entrusted to Seller by executing and delivering a Confirmation of Transfer of Guest Baggage in the form attached as Exhibit G, which form may be modified to the extent required by local Law.

     (l) Vehicle Titles. Seller shall execute and deliver to Buyer (i) certificates of titles, endorsed for transfer to Buyer, for its Passenger/Delivery Vehicles along with a Bill of Sale—Passenger/Delivery Vehicles therefor in the form attached as Exhibit H-1 and (ii) the Certificate of Documentation along with a Bill of Sale – Yacht therefor in the form attached as Exhibit H-2, which forms may be modified to the extent required by local Law.

     (m) License Agreement. Seller and Buyer shall execute and deliver the form of license agreement attached hereto as Exhibit I (the “License Agreement”) for the transitional use of the Intellectual Property set forth therein.

     (n) Assignment of Lease. Seller and Buyer shall each execute and deliver an Assignment of Leases with respect to the Leases in the form attached hereto as Exhibit K, which form may be modified to the extent required by local Law.

     (o) Consents. Seller shall deliver to Buyer all executed consents and approvals (in form and substance reasonably acceptable to Buyer) that are required by third parties relative to

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any assignment or change of control provisions in any of the Material Assumed Contracts listed on Section 4.2(o) of the Seller Disclosure Letter (“Consents”).

     (p) Reservations/Gift Certificates. Seller shall deliver to Buyer a schedule (which may be in electronic form) of (i) all reservations and other agreements required to be honored by Buyer pursuant to Section 7.11(a) hereof and (ii) all outstanding gift certificates, the Liability therefor which is to be transferred to Buyer.

     (q) Other Documents. Each party shall deliver any other documents, instruments or agreements which are reasonably requested by the other party that are reasonably necessary to consummate the transactions contemplated hereby and have not previously been delivered.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyer with respect to the Purchased Assets and the Assumed Liabilities, except as set forth herein and in the Disclosure Letter delivered by Seller to Buyer on the date of this Agreement (the “Seller Disclosure Letter”), as follows (it being agreed and understood by the parties hereto that, notwithstanding anything else contained in this Agreement, with the exception of the representations and warranties contained in Sections 5.1 and 5.2 hereof, Seller is making representations or warranties only with respect to the Purchased Assets and the Assumed Liabilities and is making no representations or warranties with respect to the Other Assets or the Other Property):

     Section 5.1 Organization of Seller. Seller is duly organized and validly existing under the laws of its state of incorporation and has all requisite power and authority to carry on its business as now being conducted. Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing would not have a Property Material Adverse Effect. Except as listed on Section 5.1 of the Seller Disclosure Letter, Seller does not have any Subsidiaries.

     Section 5.2 Authority; No Conflict; Required Filings and Consents.

     (a) Seller has all requisite power and authority to enter into this Agreement and to consummate the transactions to which it is a party that are contemplated by this Agreement. The execution and delivery of this Agreement and the other agreements contemplated hereby by Seller and the consummation by it of the transactions to which it is a party that are contemplated by this Agreement and the other agreements contemplated hereby have been duly authorized by all necessary action on the part of Seller. Each of this Agreement and the other agreements contemplated hereby have been, or will be prior to Closing, as applicable, duly executed and delivered by Seller, and assuming this Agreement and the other agreements contemplated hereby constitute, or will constitute prior to Closing, as applicable, the valid and binding obligation of the other parties hereto, constitute, or will constitute prior to Closing, as applicable, the valid and binding obligation of Seller, enforceable against Seller in accordance with their terms, subject, as

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to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

     (b) The execution and delivery of this Agreement by Seller does not, and the consummation by Seller of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the organization documents of Seller, (ii) result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any material bond, mortgage, indenture, Material Assumed Contract, Lease, or other material Contract or obligation to which the Seller is a party or by which Seller may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 5.2(c) hereof, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any material respect, any material permit, concession, franchise, license, judgment, or Law applicable to Seller.

     (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission, Gaming Authority or other governmental authority or instrumentality (“Governmental Entity”) is required by or with respect to Seller in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions to which it is a party that are contemplated hereby, except for (i) the filing of the pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), (ii) any approvals or filing of notices required under the Gaming Laws, (iii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations at the Property owned and operated by Seller, (iv) such other material filings, consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which Seller conducts any business or owns any assets, and (v) any consents, approvals, orders, authorizations, registrations, permits, declaration or filings required by Buyer or any of its Subsidiaries, Affiliates or key employees (including, without limitation, under the Gaming Laws).

     Section 5.3 Financial Statements. Section 5.3 of the Seller Disclosure Letter contains a true and complete copy of (i) the unaudited balance sheets, statements of income, cash flow statements and all other financial information relating to the business operated at the Property for the twelve (12) month periods ending December 31, 2002 and December 31, 2003, and (ii) unaudited balance sheets and the related statement of income (but not to include statement of cash flow) for the nine months ended September 30, 2004 (collectively, the “Financial Information”). Except as noted therein and except for normal period-end adjustments and the lack of footnotes, the Financial Information was prepared in accordance with generally accepted accounting principles in effect at the time of such preparation applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements) and fairly presented in all material respects the consolidated financial position of the Property as of such date, subject to normally recurring year-end audit adjustments.

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Notwithstanding the foregoing, Buyer acknowledges that such Financial Information was prepared by Seller or its Affiliates for internal purposes, reflects allocation of some but not necessarily all costs incurred by Affiliates of Seller for its benefit, and that no representation or warranty is made that Buyer will be able to operate the Property for the costs reflected in the Financial Information.

     Section 5.4 No Undisclosed Liabilities. Except for (i) Liabilities reflected or reserved against in the Financial Information, (ii) Excluded Liabilities, and (iii) Liabilities incurred in the Ordinary Course of Business, Seller has no material Liabilities with respect to the Property.

     Section 5.5 Leased Property

     (a) Section 5.5(a) of the Seller Disclosure Letter contains a complete and accurate list of all real property leased by Seller (the “Leased Property”). Seller does not own any real property.

     (b) Seller has a valid leasehold interest in the Leased Property, subject to the Permitted Encumbrances.

     (c) True and correct copies of the documents under which the Leased Property is leased or operated (together with all amendments and modification thereof, the “Lease Documents”) have been delivered to Buyer. The Lease Documents are unmodified and in full force and effect, and there are no other agreements, written or oral, for the use and occupancy of the property leased under the Lease Documents by Seller. Neither Seller, nor to the knowledge of the Seller, any landlord or other party, is in default under the material Lease Documents, and, to the knowledge of Seller, no defaults (whether or not subsequently cured) by Seller or any landlord or other party have been alleged thereunder.

     (d) Except as disclosed in written materials provided or made available on the electronic data site to which the Buyer has been given access, to the knowledge of Seller, (i) the Leased Property is not in violation of any applicable Laws, except for such violations which, individually or in the aggregate, would not adversely affect in any material respects Seller’s current or Seller’s future intended use of the Leased Property; and (ii) there are no material defects in the physical condition of the Leased Property or the improvements located on the Leased Property.

     (e) Seller has not received written notice of, nor does Seller have any knowledge of, any Legal Proceeding pending (and, to the knowledge of Seller, threatened) relating to the Leased Property or the interests of Seller therein, which would be reasonably likely to interfere in any material respects with the use, ownership, improvement, development and/or operation of the Leased Property.

     (f) As of the date hereof, with the exception of the Lease Documents themselves, there are no Contracts or other Liabilities outstanding relative to the material encumbrance, lease, sublease or transfer of the Leased Property.

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     Section 5.6 Intellectual Property. With the exception of the Excluded Intellectual Property, Section 5.6 of the Seller Disclosure Letter lists all (i) trademark and service mark registrations and applications and web domain urls that are included in the Transferred Intellectual Property and (ii) trademark, service mark and trade name license agreements which are included in the Transferred Intellectual Property. To Seller’s knowledge, Seller owns or possesses adequate and enforceable rights to use the Transferred Intellectual Property as set forth on Section 5.6 of the Seller Disclosure Letter.

     Section 5.7 Agreements, Contracts and Commitments. True and correct copies of the Assumed Contracts (other than purchase orders entered into in the Ordinary Course of Business) have been made available to Buyer and a list of such Assumed Contracts is included in Section 12.1(a) of the Seller Disclosure Letter and (i) each Material Assumed Contract is valid and binding upon Seller (and, to Seller’s knowledge, on all other parties thereto), in accordance with its terms and is in full force and effect, (ii) there is no material breach or violation of or default by Seller under any of the Material Assumed Contracts, whether or not such breach, violation or default has been waived, (iii) to Seller’s knowledge there is no material breach or violation of or default by any other Person under any of the Material Assumed Contracts, (iv) no event has occurred with respect to Seller, which, with notice or lapse of time or both, would constitute a material breach, violation or default of, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a material Lien, prepayment or acceleration under, any of its any of its Material Assumed Contracts.

     Section 5.8 Litigation; Orders.

     (a) There are no pending material Legal Proceedings that have been commenced by or against Seller or that otherwise relate to or may affect the business operated at the Property or any of the Purchased Assets. To the knowledge of Seller, (i) no such material Legal Proceeding has been threatened, and (ii) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Legal Proceeding.

     (b) There is no material Order to which Seller or any of the Purchased Assets owned, leased or used by it, is subject, and Seller is not subject to any material Order that relates to the business of, or any of the Purchased Assets owned, leased or used by it. To the knowledge of Seller, no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any material Order to which Seller or any of the Purchased Assets owned or used by it, is subject.

     Section 5.9 Environmental Matters. Except as set forth in Section 5.9 of the Seller Disclosure Letter:

     (a) To Seller’s knowledge, with respect to the Property, Seller is, and at all times has been, in material compliance with, and has not been and is not in violation of or liable under, any Environmental Law.

     (b) Seller has not received any actual or threatened Order, citation, directive, inquiry, notice, summons warning or other communication from (i) any Governmental Entity or private

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citizen acting in the public interest with respect to the Property, or (ii) the current or prior owner or operator of any portion of the Property, of any alleged, actual or potential violation or failure to comply with any Environmental Law, of any alleged, actual or potential Environmental Condition, or of any actual or threatened obligation to undertake or bear the cost of any Environmental Liability with respect to any portion of the Property.

     (c) There are no pending or, to the knowledge of Seller, claims threatened in writing, Legal Proceedings, Encumbrances, or other restrictions of any nature, resulting from any Environmental Condition or arising under or pursuant to any Environmental Law, with respect to or affecting any of the Property.

     (d) To Seller’s knowledge, there are no Hazardous Substances, except as may be in material compliance with all applicable Environmental Laws, present on, in or at the Property, including any Hazardous Substances contained in barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whether moveable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part of the Property. To Seller’s knowledge, Seller has not permitted or conducted, or is aware of, any Hazardous Activity conducted with respect to the Property, except as may have been in material compliance with all applicable Environmental Laws.

     (e) To the knowledge of Seller, there has been no Release or threat of Release, of any Hazardous Substances at or from the Property or at any other locations where any Hazardous Substances were generated, manufactured, refined, transferred, produced, imported, used, or processed from or by the Property, except for those that do not and would not be reasonably likely to involve a cost of remediation or fines or penalties in excess of $10,000.

     (f) Seller has delivered to Buyer (to the extent available to Seller) true and complete copies of all Phase I environmental assessments and results of any material reports, studies, analyses, tests, or monitoring possessed or initiated by Seller (or otherwise in the possession or control of Seller) pertaining to Hazardous Substances, Environmental Conditions or Hazardous Activities in, on, or under the Property, or concerning compliance by Seller, with Environmental Laws. Seller shall provide Buyer, within thirty (30) days of the date hereof, a copy of the written Phase I environmental assessment performed by Environ Corporation that was commissioned by Seller with respect to the Property (the “Phase I Environmental Assessment”).

     Section 5.10 Permits; Compliance with Laws.

     (a) Seller and, to Seller’s knowledge, each of its directors, officers, Persons performing management functions similar to officers hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under Gaming Laws), necessary to conduct the business and operations conducted at the Property, each of which is in full force and effect in all material respects (the “Seller Permits”) and, to Seller’s knowledge, no event has occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Seller Permit that currently is in effect. Seller, and to Seller’s knowledge, each of its directors, officers, key employees and Persons performing management functions similar to officers, in

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each case whose position is related to the Property, are in compliance in all material respects with the terms of the Seller Permits. To Seller’s knowledge, the businesses conducted by Seller at the Property are not being conducted in material violation of any applicable Law of any Governmental Entity (including, without limitation, any Gaming Laws). Seller has not received a notice of any material investigation or review by any Governmental Entity with respect to Seller or the Property that is pending, and, to the knowledge of the Seller, no material investigation or review is threatened, nor has any Governmental Entity indicated any intention to conduct the same.

     (b) Neither Seller nor, to Seller’s knowledge, any of its directors, officers, key employees or Persons performing management functions similar to officers, in each case whose position is related to the Property, has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of any Gaming Laws related to actions or inactions at the Property which did or would be reasonably likely to result in fines or penalties of $50,000 or more. To Seller’s knowledge, there are no facts, which if known to the Gaming Authorities will or would be reasonably likely to result in the revocation, limitation or suspension of any Gaming Approval.

     Section 5.11 Labor Matters. Seller has provided or made available to Buyer a list setting forth, as of a date not more than ten (10) days prior to the date hereof, the following information for each Property Employee, including each employee on leave of absence or layoff status: name, job title (or positions held), date of hire, the current annual base salary (or hourly rate) and most recent bonus paid, any change in compensation since June 1, 2003, and vacation accrued. As of the date hereof, Seller is a party to the collective bargaining agreement listed on Section 5.11 of the Seller Disclosure Letter (the “Collective Bargaining Agreement”). To the knowledge of Seller, there are no activities or proceedings of any labor union to organize any non-unionized Property Employees. There are no unfair labor practice charges, complaints or petitions for elections or other Legal Proceedings or Orders pending against Seller before the National Labor Relations Board, or any similar labor relations governmental bodies, or, of which Seller has received notice, and there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Seller, threat thereof, by or with respect to any Property Employees.

     Section 5.12 Employee Benefits.

     (a) Section 5.12 of the Seller Disclosure Letter sets forth an accurate and complete list of all (i) “employee welfare benefit plans,” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder (“ERISA”); (ii) “employee pension benefit plans,” within the meaning of Section 3(2) of ERISA; and (iii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, profit-sharing, pension or retirement, deferred compensation, medical, life insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured) for employees of Seller at the Property (the “Property Employees”) (all of the foregoing plans, programs, arrangements, commitments, practices and Contracts referred to in (i), (ii) and (iii) above are referred to, the “Seller Benefit Plans”).

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     (b) True and complete copies of the Seller Benefit Plans (which shall include (i) all plan descriptions and summary plan descriptions for which Seller is required to prepare, file and distribute plan descriptions and summary plan descriptions, (ii) all summaries and descriptions furnished to participants and beneficiaries for which a plan description or summary plan description is not required, and (iii) all insurance policies purchased by or to provide benefits under any Seller Benefit Plans,) have been made available by Seller to Buyer.

     Section 5.13 Brokers. Except for CB Richard Ellis (the “Broker”), neither Seller nor any of its Representatives have employed any broker, financial advisor or finder or incurred any Liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement. Seller shall be solely obligated to pay Broker any and all fees, commissions and finder fees in connection with this transaction and Seller agrees to indemnify, defend and hold the Buyer free and harmless from and against any and all loss liability, cost damage and expense, including without limitation, reasonable attorneys’ fees in connection with any such fees owed to the Broker. The provisions of this Section 5.13 shall survive the Closing or earlier termination of this Agreement.

     Section 5.14 Insurance. The insurance policies maintained by Seller or its Affiliates in respect of the Property insure against risks and liabilities customary in the industry.

     Section 5.15 Personal Property. Except for Permitted Encumbrances, Seller has good and valid title to, or an adequate leasehold interest in, or other legal right to, all material tangible personal property necessary to conduct its business as presently conducted, excluding the Excluded Personal Property and except for the CS3 Assets, which are addressed in Sections 7.8(d) and 5.16. Notwithstanding anything contained in this Section 5.15, the representations contained herein do not concern Leased Property or Intellectual Property, which are the subject of the representations in Sections 5.5 and 5.6 hereof, respectively.

     Section 5.16 Other Property. Except for Permitted Encumbrances, Seller holds the Yacht free and clear of all Liens. Except for those Permitted Encumbrances set forth in clauses (ii), (iv), (v), (vi) and (viii) of the definition of Permitted Encumbrances, if any, as of the Closing Date CS3 will hold the CS3 Assets free and clear of all Liens.

     Section 5.17 Condemnation Proceedings. There are no pending or, to Seller’s knowledge, threatened judicial proceedings seeking to condemn the Property. Seller has not entered into any agreement in lieu of condemnation therefor.

     Section 5.18 Computer Software. Section 5.17 of the Seller Disclosure Letter sets forth a true and correct list of all material computer software used at the Property by Seller that is intended to continue to be available for use by Buyer following Closing (“Assumed Software”).

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Seller, except as set forth herein and in the Disclosure Letter delivered by Buyer to Seller on the date of this Agreement (the “Buyer Disclosure Letter”), as follows:

     Section 6.1 Organization. Buyer is duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now being conducted. Buyer is, in all material respects, duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing would not have a Buyer Material Adverse Effect.

     Section 6.2 Authority; No Conflict; Required Filings and Consents.

     (a) Buyer has all requisite corporate power and authority to enter into this Agreement and the other agreements contemplated herby and to consummate the transactions contemplated by this Agreement and the other agreements contemplated hereby. The execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation by Buyer of the transactions to which it is a party that are contemplated by this Agreement and the other agreements contemplated hereby by Buyer have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement and the other agreements contemplated hereby have been, or will be at Closing, as applicable, duly executed and delivered by Buyer and constitute, or will constitute at Closing, as applicable, the valid and binding obligation of Buyer, enforceable against Buyer in accordance with their terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

     (b) The execution and delivery of this Agreement by Buyer does not, and the consummation by Buyer of the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, bylaw or other organizational document of Buyer, (ii) result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any material bond, mortgage, indenture, lease, or other material Contract or obligation to which Buyer is a party or by which it or any of its properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 6.2(c) hereof, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any material respect, any material permit, concession, franchise, license, judgment, or Law applicable to Buyer or any of its properties or assets.

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     (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby, except for (i) the filing of the pre-merger notification report under the HSR Act, (ii) any approvals or filing of notices required under the Gaming Laws, (iii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the renaming or rebranding of the operations at the Property, (iv) such other material filings, consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the Laws of any jurisdiction in which Buyer conducts any business or owns any assets, and (v) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by Seller or its Subsidiaries, Affiliates or key employees (including, without limitation, under the Gaming Laws).

     Section 6.3 Brokers. Except for Libra Securities (the “Advisor”), neither Buyer nor any of its Representatives have employed any broker, financial advisor or finder or incurred any Liability for any brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement. Buyer shall be solely obligated to pay the Advisor any and all fees, commissions and finder fees in connection with this transaction and Buyer agrees to indemnify, defend and hold Seller free and harmless from and against any and all loss liability, cost damage and expense, including without limitation, reasonable attorneys’ fees in connection with any such fees owed to the Broker. The provisions of this Section 6.3 shall survive the Closing or earlier termination of this Agreement.

     Section 6.4 Financing. Buyer has as of the date hereof and will have available on the Closing Date sufficient funds to enable Buyer to pay the Purchase Price, and all fees and expenses necessary or related to the consummation of the transactions contemplated by this Agreement. Buyer is, and at all times prior to Closing shall be, solvent.

     Section 6.5 Licensability of Principals. Neither Buyer nor any of its Representatives or Affiliates has ever been denied, or had revoked, a gaming license by a Governmental Entity or Gaming Authority. Buyer and each of its Representatives and Affiliates is in good standing in each of the jurisdictions in which Buyer or any of its Affiliates owns or operates gaming facilities. To Buyer’s knowledge, there are no facts, which if known to the Gaming Authorities, would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a Gaming Approval or (b) result in a negative outcome to any finding of suitability proceedings currently pending, or under the suitability proceedings necessary for acquisition of a Gaming Approval for the consummation of this Agreement.

     Section 6.6 Compliance with Gaming Laws.

     (a) Buyer, and each of its directors, officers, key employees and Persons performing management functions similar to officers hold all material Gaming Approvals necessary to conduct the business and operations of Buyer, each of which is in full force and effect in all material respects (the “Buyer Permits”) and, to Buyer’s knowledge, no event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-

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renewal, modification, suspension, limitation or termination of any Buyer Permit that currently is in effect. Buyer, and to its knowledge, each of its directors, officers, key employees and Persons performing management functions similar to officers are in compliance, in all material respects, with the terms of the Buyer Permits. Buyer has not received notice of any material investigation or review by any Gaming Authority with respect to Buyer or any of its Affiliates that is pending, and, to the knowledge of Buyer, no material investigation or review is threatened, nor has any Gaming Authority indicated any intention to conduct the same.

     (b) Neither Buyer, nor any director, officer, key employee or partner of Buyer or their Affiliates has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of any Gaming Laws which did or would be reasonably likely to result in fines or penalties of $50,000 or more. To the knowledge of Buyer, there are no facts, which if known to the Gaming Authorities will or could reasonably be expected to result in the revocation, limitation or suspension of a Gaming Approval, or any of their officers, directors, key employees or Persons performing management functions similar to an officer under any Gaming Laws. Neither Buyer nor any officer, director, key employee or Person performing management function similar to an officer of Buyer or their Affiliates, has suffered a suspension or revocation of any Buyer Permit.

     Section 6.7 Waiver of Buyer’s Ability to Terminate Based Upon Due Diligence Investigation. Buyer acknowledges that it is familiar with the Property and has had the opportunity, directly or through its Representatives or other representatives to inspect the Property and conduct due diligence activities. Without limitation of the foregoing, Buyer acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in Article VIII hereof and that Buyer is purchasing the Property on an “As Is, Where Is” basis as set forth in Section 11.1 hereof. Further, without limiting any representation, warranty or covenant of Seller expressly set forth herein, and subject to Section 7.5 hereof, Buyer acknowledges that it has waived and hereby waives as a condition to Closing any further due diligence reviews, inspections or examinations with respect to the Property, including, without limitation, with respect to engineering, environmental, title, survey, financial, operational, regulatory and legal compliance matters.

     Section 6.8 Litigation. There are no actions, claims, suits or proceedings pending or, to Buyer’s knowledge, threatened against Buyer before any Governmental Entity, which, if determined adversely, could prevent or materially delay Buyer from completing any of the transactions contemplated by this Agreement.

     Section 6.9 Right of First Refusal. Buyer acknowledges that it has received and reviewed the Ground Lease and is aware that Landlord has an option for sixty (60) days following the date hereof to purchase the Purchased Assets pursuant to the terms of the Ground Lease, and, accordingly, in the event Landlord exercises this option, this Agreement shall terminate pursuant to Section 9.1(g) hereof.

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ARTICLE VII

COVENANTS

     Section 7.1 Conduct of Business of Seller.

     (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, subject to the limitations set forth below, Seller shall (except to the extent that Buyer shall otherwise consent in writing, which consent may not be unreasonably withheld), with respect to the Purchased Assets only, carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its Liabilities and Taxes when due (subject to good faith disputes over such debts or Taxes), and, to the extent consistent with the operation of the Purchased Assets in the Ordinary Course of Business, use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, and others having business dealings with it. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as disclosed on Section 7.1 of the Seller Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, without the written consent of Buyer (which consent shall not be unreasonably withheld), Seller agrees, only as it relates to the Purchased Assets, that it shall not:

          (i) sell, pledge, lease, dispose of, grant, encumber or otherwise authorize the sale, pledge, disposition, grant or Encumbrance of the Purchased Assets except for (1) sales of current assets in the Ordinary Course of Business in connection with operation of the Property, (2) sales of equipment and other non-current assets in the Ordinary Course of Business in connection with operation of the Property in an amount not to exceed individually or in the aggregate the amounts set forth on Section 7.1(a)(i)(1) of each Seller Disclosure Letter or (3) other sales which do not exceed, either individually or in the aggregate, the amounts set forth on Section 7.1(a)(i)(2) of the Seller Disclosure Letter;

          (ii) incur any Liabilities, except in the Ordinary Course of Business;

          (iii) modify, amend or terminate the Ground Lease or any of the Material Assumed Contracts or waive, release or assign any rights or claims, except in the Ordinary Course of Business or as required by applicable Law;

          (iv) except in the Ordinary Course of Business, subject the Purchased Assets to a Lien or Encumbrance, other than Permitted Encumbrances;

          (v) fail to maintain the existing insurance coverage of all types relating to the Purchased Assets (however, in the event any such coverage shall be terminated or lapse, to the extent available at reasonable cost, Seller may procure substantially similar substitute insurance policies which in all material respects are in at least such amounts and against such risks as are currently covered by such policies);

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          (vi) award or increase any bonuses, salaries, or other compensation, except in the Ordinary Course of Business, to any Property Employee, or enter into any employment, severance, or similar Contract with any Property Employee;

          (vii) enter into or terminate or provide notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Seller in excess of $50,000, unless such Contract is cancelable upon thirty (30) days notice; provided, however, that Seller may enter into the following agreements without any consent from Buyer: (A) any advance booking contract which does not involve a room block commitment in excess of one thousand (1000) room nights; and (B) purchase orders in the Ordinary Course of Business.

          (viii) other than in the Ordinary Course of Business, sell, lease, or otherwise dispose of any material asset or property of Seller or mortgage, pledge, or impose any lien or other encumbrance on any material asset or property of Seller;

          (ix) fail to maintain inventory levels (both consumables and non-consumables) in such quality and quantity as is substantially consistent with Seller’s past practices at the Property and in the Ordinary Course of Business; or

          (x) enter into a Contract to do any of the foregoing, or to authorize or announce an intention to do any of the foregoing.

     (b) It is agreed and understood that if Buyer does not grant or deny consent to a proposed action within two (2) business days of its receipt of a second written request by Seller to take such action, Buyer shall be deemed to have consented to the taking of such action by Seller notwithstanding any other provision of Section 7.1(a) hereof.

     Section 7.2 Cooperation; Notice; Cure. Subject to compliance with applicable Law (including, without limitation, antitrust Laws and Gaming Laws), from the date hereof until the earlier of the termination of this Agreement or the Closing, Seller and Buyer shall confer on a regular and frequent basis with one or more Representatives of the other party to report on the general status of ongoing operations of the Property. Seller and Buyer shall promptly notify each other in writing of, and will use commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as practical after it becomes known to such party, that causes or will cause any covenant or agreement of the Seller or of Buyer under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any representation or warranty of Seller or Buyer contained in this Agreement. Nothing contained in Section 7.1 hereof shall prevent either Seller from giving such notice, using such efforts or taking any action to cure or curing any such event, transaction or circumstance. No notice given pursuant to this Section 7.2 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

     Section 7.3 No Solicitation. Subject to obligations imposed by applicable Law and except as provided for by Article X of the Ground Lease, prior to the earlier of the Closing and the termination of this Agreement in accordance with Section 9.1 hereof, Seller shall not,

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directly or indirectly, through any of its officers, directors, employees, financial advisors, agents or other representatives (collectively, “Representatives”) (i) solicit or initiate any inquiries or proposals that constitute, or could reasonably be expected to lead to, an Acquisition Proposal with respect to Seller or (ii) engage in negotiations with any Person (or group of Persons) other than Buyer or its respective Affiliates concerning, or provide any non-public information to any person or entity relating to, any Acquisition Proposal.

     Section 7.4 Employee Matters.

     (a) Between the date hereof and the Closing Date, Buyer shall make offers of employment, effective as of the Closing Date, to all Property Employees (with such offers to Nonrepresented Employees being on terms and conditions of employment comparable to the terms and conditions of employment as those provided to similarly situated employees of Buyer and its Affiliates immediately prior to the Closing Date, and with the such offers to Represented Employees being on terms and conditions of employment identical to the terms and conditions of employment under the Collective Bargaining Agreement in effect as of the Closing Date), other than the Property Employees that are set forth on Section 7.4(a) of the Seller Disclosure Letter; provided, however, that (i) Buyer, in its sole discretion, may interview any or all Nonrepresented Employees within the thirty (30) day period prior to the Closing Date, and (ii) Buyer, in its sole discretion and consistent with applicable Law, shall not be required to make offers of employment to any Nonrepresented Employees that are identified by Buyer and communicated to Seller at least fourteen (14 days) prior to the Closing Date. The Property Employees who accept Buyer’s offers of employment shall commence employment with Buyer effective as of the Closing Date and are hereinafter collectively referred to as the “Transferred Employees.” Property Employees who (i) are not Transferred Employees, whether or not offered employment by Buyer or (ii) are listed on Section 7.4(a) of the Seller Disclosure Letter are herein referred to as “Retained Employees”. Subject to Section 7.4(f), nothing herein shall restrict Buyer from terminating the employment, for any reason, of any Transferred Employee following the Closing Date.

     (b) Subject to the terms of the Collective Bargaining Agreement or Extension which may then be in effect and subject to Section 7.4(f), for a period of at least one (1) year immediately following the Closing Date, Buyer shall provide benefits to each Transferred Employee that are at least as favorable as those provided to similarly situated employees of Buyer and its Affiliates.

     (c) For a period of one hundred and twenty (120) days immediately following the Closing Date, Buyer agrees to (x) reimburse Seller an amount equal to the aggregate severance actually paid by Seller to all Nonrepresented Employees who do not receive an offer of employment from Buyer (which severance shall be paid in accordance with the payment terms identified in the last item on Section 5.12 of the Seller Disclosure Letter), and (y) pay severance to all Nonrepresented Employees who are terminated by Buyer after the Closing Date in accordance with the payment terms identified in the last item on Section 5.12 of the Seller Disclosure Letter, subject to the following: (i) Seller shall be responsible for any and all severance obligations that may be payable to the Property Employees set forth on Section 7.4(a) of the Seller Disclosure Letter, and (ii) with respect to any Nonrepresented Employees who do not receive an offer of employment from Buyer or whose employment is terminated by Buyer

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within one hundred and twenty (120) days following the Closing Date, Seller shall be responsible for Fifty Cents ($.50) of each One Dollar ($1) of severance payable to any such Property Employee, with Seller’s maximum responsibility under this clause (ii) not to exceed One Million Five Hundred Thousand Dollars ($1,500,000). With respect to Seller’s obligation to make severance payments pursuant to clause (x) above, Buyer shall reimburse Seller on the Closing Date in the form of an adjustment to the Purchase Price to the extent such amount is known as of the Closing Date and/or within five (5) business days after Seller requests reimbursement from Buyer to the extent such amount is not known prior to the Closing Date. All other payments to be made by one party to another party to satisfy reimbursement obligations under this Section 7.4(c) shall be made within five (5) business days after request for such reimbursement.

     (d) With respect to any employee or employee benefit plan, program or arrangement maintained by Buyer (including any severance plan), for all purposes of determining eligibility to participate and vesting but not for purposes of benefit accrual, a Transferred Employee’s service with Seller shall be treated as service with Buyer; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits.

     (e) Buyer shall waive, or cause to be waived, to the extent permitted by Buyer’s benefit plan, any pre-existing condition limitation under any welfare benefit plan maintained by Buyer or any of its Affiliates in which Transferred Employees (and their eligible dependents) will be eligible to participate from and after the Closing, except to the extent such pre-existing condition limitation would have been applicable under the comparable Seller welfare benefit plan immediately prior to the Closing. Buyer shall recognize the dollar amount of all expenses incurred by each Transferred Employee (and his or her eligible dependents) during the calendar year in which the Closing occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible to participate from and after the Closing, to the extent such deductibles and co-payments credits are permitted by Buyer’s benefit plans.

     (f) Notwithstanding Section 7.4(a) herein, Buyer shall extend offers of employment to a sufficient number of Property Employees so as not to effectuate a “plant closing” or “mass layoff,” as those terms are defined in the WARN Act, affecting in whole or in part any site of employment, facility, operating unit with respect to the Property or any Property Employee of Seller. Buyer also shall not, at any time during the ninety (90) days following the Closing Date, effectuate a “plant closing” or “mass layoff,” as those terms are defined in the WARN Act, for a sufficient number of employees of Buyer, which, if aggregated with any such conduct on the part of Seller with respect to the Property on or prior to the Closing Date, would trigger the WARN Act. Buyer agrees that from and after the Closing Date, Buyer shall be responsible for any notification required under the WARN Act with respect to the Transferred Employees.

     (g) If the Closing occurs prior to March 31, 2005, upon the Closing, Buyer shall assume all Liabilities and obligations under, and be bound by, the Collective Bargaining Agreement in effect as of the date hereof. Prior to the Closing, Seller shall use commercially reasonable efforts to obtain an extension of the Collective Bargaining Agreement for a duration satisfactory to Buyer, to take effect on and after March 31, 2005, on substantially the same terms as the Collective Bargaining Agreement, which terms shall be subject to the approval of the

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Buyer (the “Extension”). Provided that Seller is able to enter into the Extension prior to the Closing on terms and conditions satisfactory to Buyer, Buyer shall also assume all Liabilities and obligations under such Extension accruing from and after the Closing Date and be bound by such Extension upon the Closing. In the event that Seller is unable to enter into an Extension on terms and conditions satisfactory to Buyer, Seller shall be free to enter into a new collective bargaining agreement to take effect on and after March 31, 2005, and Buyer shall not assume any Liabilities or obligations under, nor be bound by, any such collective bargaining agreement.

     Section 7.5 Access to Information and the Property.

     (a) Upon reasonable notice, subject to applicable Law, including without limitation, antitrust Laws and Gaming Laws, Seller shall afford Buyer’s Representatives reasonable access, during normal business hours during the period from the date hereof to the Closing, to the Property and to all its personnel, properties, books, Seller Benefit Plans, insurance records, Contracts and records, expressly excluding, however, the Excluded Assets and the Excluded Liabilities, and, during such period, Seller shall furnish promptly to Buyer all material information concerning the business and operation of Seller, the Property and the Property Employees as Buyer may reasonably request (collectively, the “Inspection”); provided, however, that (i) Buyer shall provide Seller with at least twenty-four (24) hours’ prior written notice of any Inspection; (ii) if Seller so requests, Buyer’s Representatives shall be accompanied by a Representative of Seller; (iii) Buyer shall not initiate contact with employees or other representatives of Seller other than Seller’s Representatives or other individuals designated by any of Seller’s Representatives without the prior written consent of Seller’s Representatives, which consent shall not be unreasonably withheld or delayed; (iv) Buyer’s Representatives shall not be entitled to perform any physical testing of any nature with respect to any portion of the Property without Seller’s prior written consent, which consent may be withheld if in the judgment of Seller’s Representatives such testing would interfere with the operation of the business conducted at the Property; (v) Buyer shall not unduly interfere with the operation of the business conducted at the Property; (vi) Buyer shall, at its sole cost and expense, promptly repair any damage to the Property or any other property owned by a Person other than Buyer arising from or caused by such Inspection, and shall reimburse Seller for any loss arising from or caused by any Inspection, and restore the Property or such other third-party property to substantially the same condition as existed prior to such Inspection, and shall indemnify, defend and hold harmless Seller and its Affiliates from and against any personal injury or property damage claims, liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of them arising or resulting therefrom; and (vii) in no event shall the results of any such Inspection or Buyer’s satisfaction therewith be a condition to Buyer’s obligations hereunder, it being the intent of Buyer to purchase the Property on an “As Is, Where Is” basis as set forth in Section 11.1 hereof. Buyer will hold and cause its Representatives to hold any such information furnished to it by Seller, which is nonpublic in confidence in accordance with the confidentiality agreement dated August 12, 2004 between Caesars and Buyer (the “Confidentiality Agreement”). The Confidentiality Agreement shall survive the Closing and continue in full force and effect thereafter. Notwithstanding anything to the contrary, Buyer and Seller agree that in the event any proprietary information or knowledge relating to an Excluded Asset is obtained, revealed or otherwise made known to Buyer in effecting (i) the transition from Excluded Software to replacement software pursuant to Section 1.5(b) hereof, specifically, or (ii) the removal of the Excluded Assets, generally, Buyer shall not reveal, disclose, employ or otherwise use any such

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proprietary information and will hold such information in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 7.5 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated herein.

     (b) Following the Closing, upon reasonable notice, each of Buyer and Seller shall (and shall cause their respective Affiliates and Representatives, to) provide the other parties hereto and their respective Affiliates and Representatives with reasonable access and duplicating rights, during normal business hours, to all of Buyer’s and Seller’s personnel, properties, books, insurance records, Seller Benefit Plans, contracts, commitments and records included in or related to Seller, the Property or the Property Employees and shall cooperate with the requesting party, as reasonably necessary for such requesting party to pursue any suit, claim, action, proceeding or investigation relating to the claims in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any suit, claim, action, proceeding or investigation related to the Excluded Assets, Excluded Liabilities, Retained Employees and Transferred Employees. Notwithstanding the foregoing, no party shall be required to provide any information which (i) they reasonably believe they may not provide to the requesting party or its respective Affiliates and Representatives by reason of applicable Law or by a confidentiality agreement with a third party, and if, in the case of a confidentiality agreement, the non-requesting party has used reasonable efforts to obtain the consent of such party to such disclosure, or (ii) constitutes information protected by the attorney/client and/or attorney work product privilege. If any material is withheld by the non-requesting party pursuant to the immediately preceding sentence, such non-requesting party shall inform the requesting party as to the general nature of the material which is being withheld.

     (c) Following the Closing, at Seller’s request, Buyer will cause its employees to prepare the Books and Records and financial statements required by Seller or its Affiliates (and which are not otherwise the responsibility of Buyer under this Agreement, including with respect to Buyer’s obligations under Section 2.5 hereof) in connection with any filing with a Governmental Authority (including Tax Returns which are prepared by Property Employees as of the Closing Date) in respect of the period prior to the Closing Date, as promptly as practicable and in any event no later that three (3) days in advance of any applicable deadlines and/or required filing dates. Seller will reimburse Buyer for the wage cost of having such employees prepare any of the foregoing Books and Records and financial statements requested by Seller pursuant to this Section 7.5(c) hereof and Seller shall make available to such employees any Excluded Software or other Excluded Assets reasonably required for such purpose.

     (d) It is agreed and understood that, within 30 days following the execution of the Purchase Agreement, Tony Santo (or another representative of Seller reasonably acceptable to Buyer), on behalf of Seller, and Joe Yung (or another representative of Buyer reasonably acceptable to Seller), on behalf of Buyer, shall conduct a walk-though of the Property and, acting in good faith, use their reasonable best efforts to agree on a list of Marked Items (as defined in the License Agreement), which list shall be appended as an exhibit to the License Agreement.

     Section 7.6 Governmental Approvals.

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     (a) Subject to Sections 7.6(e) and 7.1(c) hereof, Buyer and Seller shall cooperate with each other and use their reasonable best efforts to (i) as promptly as practicable, take, or cause to be taken, all appropriate action, and do or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions governed by this Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders, including without limitation, Buyer’s Gaming Approvals, required (A) to be obtained or made by Seller or Buyer or any of their respective Affiliates or any of their respective Representatives and (B) to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act and antitrust and competition Laws of any other applicable jurisdiction), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions governed herein, and (iii) make all necessary filings, and thereafter make any other required submissions with respect to this Agreement, as required under (A) any applicable federal or state securities Laws, (B) the HSR Act and antitrust and competition Laws of any other applicable jurisdiction, (C) the Gaming Laws and (D) any other applicable Law (collectively, the “Governmental Approvals”), and to comply with the terms and conditions of all such Governmental Approvals. It is agreed and understood that the filings referred to in clause (a)(iii)(B) above shall also include all such information as is required under the HSR Act in connection with Buyer’s purchase of the Belle of Orleans, LLC pursuant to the Securities Purchase Agreement, dated as of October 22, 2004, by and among Bally’s Louisiana, Inc., Belle of Orleans, LLC and Buyer. The parties hereto and their respective Representatives and Affiliates shall file within thirty (30) days after the date hereof, all required initial applications and documents in connection with obtaining the Governmental Approvals (including without limitation under applicable Gaming Laws) except for with respect to the HSR Act and antitrust and competition Laws of any other applicable jurisdiction, which filings shall be made by the parties hereto and their respective Representatives and Affiliates within forty-five (45) days after the date hereof. With respect to all filings, the parties hereto and their respective Representatives and Affiliates shall act diligently and promptly to pursue the Governmental Approvals, including, without limitation, filing such additional applications and documents as may be required, and shall cooperate with each other in connection with the making of all filings referenced in the preceding sentence, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Buyer and Seller shall use reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities to obtain the Governmental Approvals as promptly as possible. Buyer and Seller shall have the right to review in advance and, to the extent practicable, each will consult the other parties hereto on, in each case, subject to applicable Laws relating to the exchange of information (including, without limitation, antitrust laws and any Gaming Laws), all the information relating to Buyer or Seller, as the case may be, and any of their respective Affiliates or Representatives which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions governed by this Agreement. Without limiting the foregoing, Buyer and Seller will notify the other party hereto promptly of the receipt of comments or requests from Governmental Entities relating to Governmental Approvals, and will supply the other party with copies of all correspondence between the notifying party or any of its Representatives and Governmental Entities with respect to Governmental Approvals.

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     (b) Subject to Section 7.6(e) hereof, and without limiting Section 7.6(a) hereof, the Buyer and Seller shall:

          (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court by any Person; and

          (ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Entity with respect to the Closing so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including implementing, contesting or resisting any litigation before any court or quasi-judicial administrative tribunal seeking to restrain or enjoin the Closing; provided, however, that neither Buyer nor Seller nor any of their respective Affiliates shall be required to commit to any divestitures, licenses or hold separate or similar arrangements with respect to its, or their respective assets or conduct of business arrangements.

     (c) Subject to Section 7.6(e) hereof, Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions governed by this Agreement which causes such party to reasonably believe that there is a reasonable likelihood that such consent or approval from such Governmental Entity will not be obtained or that the receipt of any such approval will be materially delayed. Buyer and Seller shall use their reasonable best efforts to take, or cause to be taken, all actions reasonably necessary to defend any lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions governed by this Agreement, seeking to prevent the entry by any Governmental Entity of any decree, injunction or other order challenging this Agreement or the consummation of the transactions governed by this Agreement, appealing as promptly as possible any such decree, injunction or other order and having any such decree, injunction or other order vacated or reversed.

     (d) Subject to Section 7.6(e) hereof, from the date of this Agreement until the Closing, each party shall promptly notify the other party hereto in writing of any pending or, to the knowledge of Buyer or Seller, as appropriate, threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking damages in connection with the Closing or any of other transaction governed by this Agreement or (ii) seeking to restrain or prohibit the consummation of the Closing.

     (e) Buyer agrees to consider in good faith any amendment, waiver or alteration to this Agreement (or any schedule or exhibit to this Agreement) reasonably requested by Seller if, in the reasonable discretion of such Seller, any such amendment, waiver or alteration is required to consummate the transactions set forth in the Merger Agreement.

     Section 7.7 Publicity. Seller and Buyer shall agree on the form and content of the initial press release regarding the transactions contemplated hereby and thereafter shall consult with each other before issuing, provide each other the opportunity to review and comment upon and use all reasonable efforts to agree upon, any press release or other public statement with

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respect to any of the transactions contemplated hereby and shall not issue any such press release or make any such public statement prior to such consultation and prior to considering in good faith any such comments, except as may be required by applicable Law (including without limitation the Securities Act, the Exchange Act and any Gaming Laws) or any listing agreement with the New York Stock Exchange or public statement or filing made in connection with the transactions contemplated by the Merger Agreement, including without limitation in any proxy statement or registration statement relating thereto. Notwithstanding anything to the contrary herein, Buyer and Seller or their respective Affiliates may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Buyer and Seller and do not reveal non-public information regarding Buyer or Seller.

     Section 7.8 Further Assurances and Actions.

     (a) Subject to the terms and conditions herein, including, without limitation Section 7.6(e) hereof, each party hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using their respective reasonable best efforts (i) to obtain all Seller Permits and Buyer Permits, as applicable and consents of parties to Contracts as are necessary for consummation of the transactions contemplated by this Agreement, (ii) to obtain estoppel certificates (certifying as to defaults, term and other items reasonably requested by Buyer and Buyer’s lender) from the Landlord under the Ground Lease (the “Ground Lease Estoppel Certificate”) and (iii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

     (b) Subject to Section 7.6(e) hereof, in case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement or to vest Buyer with full title to the Purchased Assets the proper officers and/or directors of Buyer and Seller shall take all action reasonably necessary (including such officers’ executing and delivering further notices, assumptions, releases and acquisitions); provided, that if such action is necessary due to events or circumstances particular to Buyer, Buyer shall bear the cost of such action.

     (c) Buyer shall use its reasonable best efforts to deliver to Seller and Landlord a certificate and such other documents and/or guarantees as may be necessary so as to release Seller from all further obligations, including monetary obligations, under the Ground Lease.

     (d) The parties hereto acknowledge that Consolidated Supplies, Services and Systems, a Nevada corporation and wholly-owned subsidiary of Caesars (“CS3”) owns certain slot machines used exclusively in the operation of the Property (collectively, the “CS3 Assets”). Seller shall cause CS3 to take such actions as are necessary to cause CS3 at the Closing to transfer to Buyer the CS3 Assets, and the Liabilities associated therewith that would be Assumed Liabilities if such Liabilities were Liabilities of Seller (“CS3 Liabilities”). In addition, such CS3 Assets shall be deemed to be Purchased Assets for purposes of this Agreement and such CS3 Liabilities shall be deemed to be Assumed Liabilities for purposes of this Agreement.

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     Section 7.9 Transfer Taxes; HSR Filing Fee.

     (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes (including all applicable real estate transfer or gains Taxes) and related fees (including any penalties, interest and additions to Tax) incurred with respect to the Purchased Assets pursuant to this Agreement shall be borne by Seller. Except as required by applicable Law, Seller shall prepare, execute and file all Tax Returns and other documentation on a timely basis as may be required to comply with the provisions of any such Tax Laws.

     (b) The filing fees pursuant to the pre-merger notifications under the HSR Act shall be borne by Buyer.

     Section 7.10 Accounts Receivable; Accounts Payable.

     (a) Seller agrees that after the Closing Date, Buyer shall have the right and authority to collect for its own account or the account of its Affiliates all Accounts Receivable which are transferred and assigned to Buyer. Seller agrees that it will promptly transfer and deliver to Buyer any cash or other property which Seller may receive in respect of such Accounts Receivable. Buyer agrees that after the Closing Date, Seller shall have the right and authority to collect for its own account or the account of its Affiliates all Accounts Receivables which are retained by Seller, including any Accounts Receivable that arose prior to the Closing Date but that are not reflected on Seller’s Books and Records or Detailed Balance Sheet. Buyer agrees that it will promptly transfer and deliver to Seller any cash or other property which Buyer may receive in respect of such Accounts Receivables.

     (b) Following the Closing Date, Buyer shall make prompt payments in respect of all Liabilities of the type designated on the Detailed Balance Sheet as being assumed by Buyer and reflected on the Pre-Closing Working Capital Statement and the Working Capital Statement, other than those which are being contested in good faith by appropriate proceedings. Following the Closing Date, Buyer shall cooperate with Seller to inform Seller in a timely manner of the receipt of goods and/or services ordered by Seller prior to the Closing Date. In respect of expenses that are accrued in whole or in part prior to the Closing Date, which become payable after the Closing Date and which do not appear on the Pre-Closing Working Capital Statement or Working Capital Statement, such expenses shall be prorated between Buyer and Seller as of the Closing Date on the Determination Date. Within ten (10) days of the Determination Date, the amount, if any, pursuant to this Section 7.10(b) due from Buyer to Seller or due from Seller to Buyer shall be paid in cash by wire transfer of immediately available funds from Buyer to Seller or from Seller to Buyer, as applicable.

     Section 7.11 Reservations; Chips; Front Money; Guests.

     (a) Reservations. Buyer will honor the terms and rates of all pre-Closing reservations (in accordance with their terms) at the Property by guests or customers, including advance reservation cash deposits, for rooms or services confirmed by Seller for dates after the Closing Date. Seller may continue to accept reservations for periods after the Closing in the Ordinary Course of Business in operating the Property. Buyer recognizes that such reservations may include discounts or other benefits, including, without limitation, benefits extended under the

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Connection Card or any other frequent player or casino awards programs, group discounts, other discounts or requirements that food, beverage or other benefits be delivered by Buyer to the guest(s) holding such reservations. Buyer will honor all room allocation agreements and banquet facility and service agreements which have been granted to groups, persons or other customers for periods after the Closing Date at the rates and terms provided in such agreements. Buyer agrees that Seller can not make any representation or warranty that any party holding a reservation or agreement for rooms, facilities or services will utilize such reservation or honor such agreement. Buyer, by the execution hereof, solely assumes the risk of non-utilization of reservations and non-performance of such agreements from and after the Closing.

     (b) Destruction of Chips. Upon the expiration or earlier termination of the License Agreement, Buyer will (i) cease to issue or use and will not reissue or reuse any of Seller’s gaming chips, tokens or plaquemines and (ii) be solely responsible and liable for compliance with applicable Nevada Gaming Regulations or other Gaming Laws, including any obligation to destroy such gaming chips, tokens or plaquemines.

     (c) Front Money. Effective as of the Transfer Time, Representatives of each of Buyer and Seller shall take inventory of all Front Money and identify what Persons are entitled to what portions of such Front Money. All such Front Money shall be retained in the Property cage and listed in an inventory prepared and signed jointly by Representatives of Buyer and Seller no later than the Transfer Time. From and after the Transfer Time, Buyer shall distribute Front Money only to the Persons and only in the amounts as determined pursuant to this Section 7.11(c). Pursuant to Article X hereof, Seller shall be responsible for and indemnify Buyer against claims of alleged missing Front Money not contained on the inventory, and Buyer shall be responsible for and indemnify Seller against claims of alleged missing Front Money listed on the inventory.

     (d) Guests’ Baggage. Effective as of the Transfer Time, Representatives of each of Seller and Buyer shall take inventory of: (a) all baggage, suitcases, luggage, valises and trunks of hotel guests checked or left in the care of Seller at the Property; (b) all luggage or other property of guests retained by Seller as security for unpaid Accounts Receivable; and (c) the contents of the baggage storage room; provided, however, that no such baggage, suitcases, luggage, valises or trunks shall be opened. Except for the property referred to in (b) above with respect to Accounts Receivable to be retained by Seller, which shall be removed from the Property by Seller or its Affiliates pursuant to the terms of Section 1.5(b) hereof, all such baggage and other items shall be sealed in a manner to be agreed upon by the parties and listed in an inventory prepared and signed jointly by said Representatives of Seller and Buyer as of the Closing Date. Said baggage and other items shall be stored as Buyer shall choose, and Buyer shall be solely responsible for claims with respect thereto.

     (e) Guests’ Safe Deposit Boxes. Not later than thirty (30) days prior to the anticipated Closing Date, Seller shall use reasonable efforts to send a notice by certified mail to the last known address of each Person who has stored personal property in safe deposit boxes located at the Property, advising them that they must make arrangements with Buyer to continue use of their safe deposit box and that if they should fail to do so within fifteen (15) days after the date of such notice is sent, the box will be opened in the presence of a Representative of Seller, a Representative of Buyer, a representative of the applicable Gaming Authority or its

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Representative (if required by applicable Law) and a Notary Public (if required by applicable Law, who may also be a Representative of Buyer or Seller); and the contents of such box will be sealed in a package by the Notary Public, who shall write on the outside the name of the Person who rented the safe deposit box and the date of the opening of the box in the presence of the Representatives of the Seller and Buyer, respectively. The Notary Public and the Representatives of each of the Seller and Buyer shall then execute a certificate reciting the name of the Person who rented the safe deposit box, the date of the opening of the box and a list of its contents. The certificate shall be placed in the package and a copy of it sent by certified mail to the last known address of the person who rented the safe deposit box. The package will then be placed in a vault arranged by Buyer. Pursuant to Article X hereof, Seller shall be responsible for and indemnify Buyer against claims of alleged missing items not contained on the certificate, and Buyer shall be responsible for and indemnify Seller against claims of alleged missing items listed on the certificate.

     (f) Inventoried Automobiles. Effective as of the Transfer Time, Representatives of Buyer and Seller shall take inventory of all motor vehicles that were valet checked and placed in the care of Seller by: (i) marking all such motor vehicles with a sticker or tape, (ii) preparing an inventory of such motor vehicles (“Inventoried Vehicles”) indicating the check number applicable thereto, and (iii) transferring control of the Inventoried Vehicles to an authorized Representative of Buyer and securing a receipt for such Inventoried Vehicles. Pursuant to Article X hereof, Seller shall be responsible for and indemnify Buyer against claims of alleged missing motor vehicles not contained on the list of Inventoried Vehicles, and Buyer shall be responsible for and indemnify Seller against claims of alleged missing motor vehicles listed on the List of Inventoried Vehicles.

     Section 7.12 Insurance Policies. Seller’s fire and casualty insurance and other insurance policies shall be cancelled by Seller or any of its Affiliates as of the Closing Date, and any refunded premiums shall be retained by Seller. Buyer will be solely responsible for acquiring and placing its casualty insurance, business interruption insurance, liability insurance and other insurance policies for periods after the Closing.

     Section 7.13 Certain Transactions. Prior to the Closing, Buyer shall not take, or agree to commit to take, any action that would or is reasonably likely to materially delay the receipt of, or materially impact the ability of a party to obtain, any Governmental Approval necessary for the consummation of the transactions contemplated by this Agreement.

     Section 7.14 Insurance; Casualty and Condemnation.

     (a) If, before the Closing, the Property is damaged by fire or other casualty, and such damage (i) does not result in a Property Material Adverse Effect, or (ii) does not result in either a loss of access for a material amount of time to the Property or a loss of more than thirty percent (30%) of the Purchase Price (“Casualty Termination Event”), then, Seller shall either promptly repair or replace such damaged Property to the condition it was in immediately prior to such casualty, loss or damage. In the event it is not feasible to complete the repair or replacement prior to the Closing Date, the Closing shall proceed as scheduled and Seller shall, as of the Closing Date, (i) promptly pay to Buyer all insurance proceeds received by Seller or its Affiliates with respect to such damage, destruction or other loss, less any proceeds applied to the physical

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restoration of the Property and (ii) assign to Buyer all rights of Seller and its Affiliates against third parties (other than against its insurance carriers) with respect to any causes of action, whether or not litigation has commenced as of the Closing Date, in connection with such damage, destruction or other loss provided, that the proceeds of such insurance shall be subject to (and recovery thereon shall be reduced by the amount of) any payment or reimbursement (but not subject to any applicable deductibles and co-payment provisions, which shall be the responsibility of Seller and shall be paid to Buyer or applied to such repair or replacement as applicable) and shall constitute full compensation for the damage to the Property, and Seller shall have no responsibility for restoration or repair of the Property or any resultant loss, directly, by subrogation, or otherwise.

     (b) In the event a condemnation proceeding or payment in lieu of condemnation occurs relative to any part of the Property prior to the Closing Date, and such proceeding does not result in a Casualty Termination Event, all payments relative to such condemnation shall be paid by Seller to Buyer at the Closing (the “Condemnation Amount”), or the Purchase Price shall be reduced by the Condemnation Amount.

     (c) In the event a casualty or condemnation occurs prior to the Closing Date that results in a Casualty Termination Event, Buyer shall have the option, by written notice to Seller and the Escrow Agent, to either (i) proceed with the Closing whereby the provisions of this Section 7.14 shall govern as if the casualty or condemnation did not result in a Casualty Termination Event, or (ii) terminate this Agreement whereby the Deposit shall be immediately refunded to Buyer and Buyer shall have no further liability or obligations hereunder.

     Section 7.15 Certain Notifications. From the date of this Agreement until the Closing, Seller and Buyer shall promptly notify the other parties hereto in writing regarding any:

     (a) breach of any covenant or obligation of such party hereunder, as applicable; and

     (b) fact, circumstance, event or action which will result in, or would reasonably be expected to result in, the failure of such party to timely satisfy any of the closing conditions specified in Article VIII hereof of this Agreement, as applicable.

     Section 7.16 Use of Affiliate Customer List. Neither Buyer nor any of its Affiliates or Representatives shall (a) resell the Affiliate Customer List (it being agreed and understood that the sale of all or substantially all of the Property shall not be a violation of this clause (a)), (b) publish the Affiliate Customer List, or (c) use the Affiliate Customer List to offer, solicit or promote any illegal, obscene or pornographic material or activity. In the event Buyer or any of its Representatives or Affiliates takes any of the foregoing actions, Seller shall have the right to the immediate return of the Affiliate Customer List, and Buyer shall have no rights to use the Affiliate Customer List after such date. Buyer further agrees not to use the Affiliate Customer List in any illegal manner, nor use it to engage in any activity that would constitute spamming under any applicable jurisdiction’s regulations.

     Section 7.17 No Control. Except as permitted by the terms of this Agreement, prior to the Closing, Buyer shall not directly or indirectly control, supervise, direct or interfere with, or attempt to control, supervise, direct or interfere with, the Property. Until the Closing, the

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operations and affairs of the Property is the sole responsibility of and under the Seller’s complete control, except as provided for in this Agreement or in the Merger Agreement.

     Section 7.18 Remediation of Release from Underground Storage Tank. From and after the Closing Date, the Seller shall continue the ongoing cleanup of the Release from the underground storage tank (the “Contamination”) previously located at the Property (the “UST Site”). The cleanup shall be performed at Seller’s expense and under the auspices of the Nevada Division of Environmental Protection (“NDEP”). The Seller shall continue the cleanup until such time as NDEP issues a release of liability relating to the Contamination. The following shall also apply to the cleanup of the Contamination at the UST Site:

     (a) Following the Closing Date, Buyer shall provide Seller or its Affiliates, and their respective Representatives, agents, consultants, contractors or other necessary parties, with access to the UST Site at all reasonable times to perform the cleanup, and shall complete all documents reasonably required of an owner of the UST Site to allow the cleanup to proceed and be completed. Seller shall make reasonable efforts to avoid interference in the course of performing the cleanup with the Buyer’s use or occupancy of the UST Site. However, Buyer acknowledges that intrusive testing and/or excavation may be required at the UST Site as part of the cleanup. Buyer agrees and shall cause its Representatives, agents, assigns and other parties to agree, to use good faith efforts to avoid interference with Seller’s performance of the cleanup. Purchaser and Seller shall cooperate with each other to carry out the provisions of this Section 7.18 hereof.

     (b) Seller shall be entitled to any reimbursement available from the Nevada Petroleum Fund, or similar program, for costs and expenses incurred by Seller for cleanup of the Contamination. Buyer shall cooperate in executing all documents required for such reimbursement(s) to be made (it being agreed and understood that Seller shall reimburse Buyer for any reasonable direct cost in complying with this clause).

     (c) In no event shall Seller be obligated to pay or incur costs of cleanup in excess of those costs required to achieve compliance with cleanup levels for a commercial use of the UST Site, and in no event shall Seller be obligated to pay or incur such additional costs for cleanup if commercial use cleanup levels are not allowed because Buyer has changed the use of the Property to a non-commercial use.

     (d) Buyer shall allow reasonable institutional controls to be placed on the UST Site (including but not limited to deed restrictions prohibiting use of groundwater and use of the UST Site for residential purposes), provided that such institutional controls do not unreasonably interfere with Buyer’s use or occupancy of the UST Site to conduct the business operated at the Property.

     Section 7.19 Transitional Laundry Services. For up to six (6) months following the Closing Date, Seller agrees to provide or cause its Affiliates to provide, at Buyer’s request, laundry services to Buyer in respect of the linens at the Property in a manner consistent with such service as is in place at the Property as of the Closing Date, which laundry services shall be provided at the same cost to Buyer as is paid by Seller as of the Closing Date; provided, however, that (i) Seller shall have no obligations under this Section 7.19 unless Buyer is using its

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reasonable best efforts to find replacement laundry services, and (ii) Seller shall have no obligation to provide laundry services in respect of any linens other than the same linens which are in use at the Property as of the Closing Date.

ARTICLE VIII

CONDITIONS TO CLOSING

     Section 8.1 Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of each party to this Agreement to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in a writing executed by all of the parties hereto:

     (a) No Injunctions. No Governmental Entity shall have initiated any action seeking, or shall have enacted, issued, promulgated, enforced or entered, any order, executive order, stay, decree, judgment or injunction or statute, rule, or regulation (in each case, whether temporary, preliminary or permanent) to prevent or prohibit the consummation of any of the transactions contemplated by this Agreement or to make it illegal for either party hereto to perform its obligations hereunder.

     (b) HSR Act. Any applicable waiting periods, together with any extensions thereof, under the HSR Act and the antitrust or competition Laws of any other applicable jurisdiction shall have expired or been terminated.

     Section 8.2 Additional Conditions to Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

     (a) Representations and Warranties. The representations and warranties of Seller contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Property Material Adverse Effect” set forth therein) at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Property Material Adverse Effect. Buyer shall have received a certificate signed on behalf of Seller by an officer of Seller to such effect.

     (b) Performance of Obligations of Seller. Seller shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including without limitation delivery of items listed in Section 4.2 hereof. Buyer shall have received a certificate signed on behalf of Seller by an officer of Seller to such effect.

     (c) Title. The updated Title Commitment and UCC-11 Search do not show any additional material liens or encumbrances from the original Title Commitment and UCC-11 Search, and the Survey (or recertified Survey, if Buyer elects to so recertify) does not show any

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material liens or encumbrances, in each case, that have not been cured by Seller, all pursuant to the terms of Sections 11.2 and 11.3 hereof.

     (d) Ground Lease Estoppel Certificate. Buyer shall have received (i) the executed Ground Lease Estoppel Certificate, or (ii) a written acknowledgment from Seller that Buyer did not receive the Ground Lease Estoppel Certificate and that the provisions of Section 10.2(c) are applicable.

     Section 8.3 Additional Conditions to Obligations of Seller. The obligations of Seller to effect the Closing are subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Seller:

     (a) Governmental Consents. Buyer shall have obtained all Gaming Approvals required or necessary in connection with the transactions contemplated by this Agreement and necessary for ownership and operation of the Property (including, without limitation, approval, licensing or registration of Buyer and its officers, executive directors, key employees or Persons performing management functions similar to officers, each, as required by any Governmental Entity) and each of the foregoing shall be in full force and effect.

     (b) Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Buyer Material Adverse Effect” set forth therein) at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, result in a Buyer Material Adverse Effect. Seller shall have received a certificate signed on behalf of Buyer by its chief executive officer or chief financial officer to such effect.

     (c) Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including without limitation delivery of items listed in Section 4.2 hereof. Seller shall have received a certificate signed on behalf of Buyer by the chief executive officer or chief financial officer of Buyer to such effect.

ARTICLE IX

TERMINATION AND AMENDMENT

     Section 9.1 Termination. This Agreement may be terminated at any time prior to the Closing (except in the case of a termination pursuant to Section 9.1(g) hereof, in which case this Agreement may only be terminated until January 21, 2005) by written notice by the terminating party to the other party (except in the case of termination pursuant to 9.1(a) hereof, which requires mutual agreement of both parties):

     (a) by mutual agreement of Seller and Buyer;

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     (b) by either Buyer or Seller, if the transactions contemplated hereby shall not have been consummated on or prior to the Outside Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of or resulted in the failure of the Closing to occur on or before the Outside Date;

     (c) by either Buyer or Seller, if any Gaming Authority has made a determination that such Gaming Authority will not issue to Buyer all Gaming Approvals;

     (d) by either Buyer or Seller, if (i) a court of competent jurisdiction or other Governmental Entity shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case, having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing and the transactions contemplated hereby, or (ii) notwithstanding anything to the contrary contained in this Agreement, a Governmental Entity shall have initiated any action seeking, or shall have enacted, issued, promulgated, enforced or entered, any order, executive order, stay, decree, judgment or injunction or statute, rule, or regulation (in each case, whether temporary, preliminary or permanent) to prevent or prohibit the consummation of any of the transactions contemplated by this Agreement or to make it illegal for either party hereto to perform its obligations hereunder; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or materially contributed to, such action;

     (e) by Buyer, if Seller has breached any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement which (i) would result in a failure of a condition set forth in Sections 8.2(a), (b), (c) or (d) hereof and (ii) is not cured in all material respects within thirty (30) calendar days after written notice thereof; provided, however, that if such breach cannot reasonably be cured within such thirty (30) day period but can be reasonably cured prior to the Outside Date, and Seller is diligently proceeding to cure such breach, this Agreement may not be terminated pursuant to this Section 9.1(e); provided, further, that Buyer’s right to terminate this Agreement under this Section 9.1(e) shall not be available if, at the time of such intended termination, Seller has the right to terminate this Agreement under Sections 9.1(b), (c), (d) or (f) hereof;

     (f) by Seller, if Buyer has breached any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement which (i) would result in a failure of a condition set forth in Sections 8.3(b) or (c) hereof and (ii) is not cured in all material respects within thirty (30) calendar days after written notice thereof; provided, however, that if such breach cannot reasonably be cured within such thirty (30) day period but can be reasonably cured prior to the Outside Date, and Buyer is diligently proceeding to cure such breach, this Agreement may not be terminated pursuant to this Section 9.1(f); provided, further, that Seller’s right to terminate this Agreement under this Section 9.1(f) shall not be available if, at the time of such intended termination, Buyer has the right to terminate this Agreement under Sections 9.1(b), (d), or (e) hereof; and

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     (g) by either Buyer or Seller on or prior to January 21, 2005 if Landlord exercises the Matching Option (as defined in the Ground Lease) by giving notice to Seller in writing of Landlord’s intention to purchase the Purchased Assets pursuant to the terms of the Ground Lease.

     Section 9.2 Effect of Termination.

     (a) Liability. In the event of termination of this Agreement as provided in Section 9.1 hereof, this Agreement shall immediately become void and there shall be no Liability on the part of Buyer or Seller, or their respective Affiliates or Representatives, other than pursuant to Sections 7.5, 9.2(b), 9.3 and Article XII hereof; provided, however, that nothing contained in this Section 9.2 shall relieve or limit the Liability of either party to this Agreement for any fraudulent or willful breach of this Agreement.

     (b) Fees and Expenses.

          (i) Except as otherwise expressly provided in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Closing is consummated.

          (ii) In the event that (i) this Agreement is terminated pursuant to Section 9.1(g) hereof, Seller will reimburse Buyer for the reasonable out-of-pocket fees and expenses (including outside counsel attorney’s fees) incurred by Buyer to third parties, in connection with (x) the filing of the pre-merger notification report under the HSR Act and (y) any approvals or filings required under the Gaming Laws (including Buyer’s applications for Gaming Approvals) and/or (ii) Buyer receives a request for additional information under the HSR Act, Seller will reimburse Buyer for fifty percent (50%) of the reasonable out-of-pocket fees and expenses (including outside counsel attorney’s fees) incurred by Buyer to third parties in connection with responding to such request for additional information; provided, however, that the maximum amount that Seller shall be required to expend pursuant to clauses (i) and (ii) above shall be Two Hundred and Fifty Thousand Dollars ($250,000) in the aggregate.

     Section 9.3 Application of the Deposit.

     (a) Upon the termination of this Agreement pursuant to Sections 9.1(b) or (d) hereof (but in the case of Section 9.1(d), only if such termination relates to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), and if (x) at or prior to such termination all Gaming Approvals shall not have been obtained, the Deposit, together with any interest earned thereon, shall be paid to Seller and if (y) at or prior to such termination all Gaming Approvals shall have been obtained and not revoked (or, with respect to a termination of this Agreement (i) pursuant to Section 9.1(b) hereof, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(b) is the failure of the condition set forth in Section 8.1(b) hereof to have been satisfied in sufficient time for Buyer to secure the Gaming Approvals in accordance with the Gaming Authorities customary procedures by the Outside Date after Buyer shall have used its best efforts to secure such Gaming Approvals by the Outside Date, or (ii) pursuant to Section 9.1(d) hereof, all Gaming Approvals shall not have been obtained but the reason for termination pursuant to such Section 9.1(d) is due to actions taken by a Governmental Authority under the HSR Act), the Deposit,

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together with interest earned thereon, shall be paid to Buyer (unless at such time of termination, this Agreement was also terminable pursuant to Sections 9.1(c) or (f) hereof, in which case the provisions of Section 9.3(c) shall instead apply).

     (b) Upon the termination of this Agreement pursuant to Sections 9.1(a), (d) (but in the case of Section 9.1(d), only if such termination does not relate to Gaming Approvals or Gaming Laws applicable to the transactions contemplated by this Agreement), (e) or (g) hereof, the Deposit, together with interest earned thereon, shall be paid to Buyer.

     (c) Upon the termination of this Agreement pursuant to Sections 9.1(c) or (f) hereof, the Deposit, together with any interest earned thereon, shall be paid to Seller.

ARTICLE X

SURVIVAL; INDEMNIFICATION

     Section 10.1 Survival of Representations, Warranties, Covenants and Agreements.

     (a) Except as set forth in Article IX and Section 10.1(b) hereof, the representations, warranties, covenants and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any Person controlling any such party or any of their Representatives whether prior to or after the execution of this Agreement.

     (b) The representations and warranties made by Seller and Buyer in this Agreement shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before) twelve months after the Closing Date. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The parties intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 10.1(b), no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in this Agreement after the Survival Period with respect to such representation or warranty. The covenants and agreements of the parties hereto in this Agreement shall survive the Closing without any contractual limitation on the period of survival (other than those covenants and agreements that are expressly required to remain in full force and effect for a specified period of time), including the covenant in Section 7.18 hereof, which shall survive without limitation. The termination of the representations and warranties provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the indemnifying party prior to the expiration of the Survival Period provided herein. Notwithstanding anything to the contrary contained herein, the period for which claims my be brought pursuant to Section 10.2(c) shall be twenty four (24) months after the Closing Date, which period shall be treated for this Section 10.1 as the Survival Period in respect of any such claims.

     Section 10.2 Indemnification.

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     (a) From and after the Closing, Seller shall indemnify, save and hold harmless Buyer and its Affiliates and their respective Representatives (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against any and all costs, losses, Liabilities, obligations, damages, claims, demands and expenses (whether or not arising out of third party claims), including interest, penalties, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of or resulting from:

          (i) any breach of any representation or warranty made by Seller in this Agreement;

          (ii) any breach of any covenant or agreement made, or to be performed, by Seller in this Agreement;

          (iii) the Excluded Liabilities; and

          (iv) the Excluded Assets.

     (b) From and after the Closing, Buyer shall indemnify, save and hold harmless Seller and its Affiliates and their respective Representatives (each, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”) from and against any and all Damages incurred in connection with, arising out of or resulting from:

          (i) any breach of any representation or warranty made by Buyer in this Agreement;

          (ii) any breach of any covenant or agreement made, or to be performed, by Buyer in this Agreement; and

          (iii) the Assumed Liabilities.

     (c) From and after the Closing, if and only if the Ground Lease Estoppel Certificate shall not have been obtained, Seller shall indemnify, save and hold harmless the Buyer Indemnified Parties from and against any and all Damages paid or incurred by the Buyer Indemnified Parties as a result of any breach by, or Liability of, Seller under the Ground Lease arising out of, or relating to, events, occurrences, acts or omissions happening prior to the Closing Date.

     Section 10.3 Interpretation.

     (a) Except for any Damages relative to the provisions of Section 10.2(c), notwithstanding anything in this Agreement to the contrary, the term Damages shall not include any consequential, special or incidental damages, claims for lost profits, or punitive or similar damages.

     (b) Notwithstanding anything to the contrary in this Agreement, neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to any recovery of Damages pursuant to this Article X to the extent that any of the Buyer Indemnified Parties or the

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Seller Indemnified Parties, as applicable, received written notice from the Indemnitor as of the Closing Date of any Liability that gives rise to the Damages, including the breach of any representation, warranty, covenant or agreement of Seller or Buyer in this Agreement, as applicable, that gives rise to such Damages, but excluding the Excluded Liabilities.

     Section 10.4 Procedure for Claims between Parties. If a claim for Damages is to be made by a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) entitled to indemnification hereunder, such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a “Notice”) to the indemnifying party hereunder (the “Indemnifying Party” and collectively, the “Indemnifying Parties”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article X. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any Liability hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure.

     Section 10.5 Defense of Third Party Claims. If any lawsuit or enforcement action is filed against an Indemnified Party by any third party (each, a “Third Party Claim”) for which indemnification under this Article X may be sought, Notice thereof shall be given to the Indemnifying Party as promptly as practicable. The failure of any Indemnified Party to give timely Notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party was actually prejudiced by such failure. The Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such Third Party Claim, (ii) to employ and engage attorneys of its own choice (provided that such attorneys are reasonably acceptable to the Indemnified Party) to handle and defend the same, unless the named parties to such action or proceeding include both one or more Indemnifying Parties and an Indemnified Party, and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to an applicable Indemnifying Party, in which event such Indemnified Party shall be entitled, at the Indemnifying Parties’ reasonable cost, risk and expense, to separate counsel (provided that such counsel is reasonably acceptable to the Indemnifying Party), and (iii) to compromise or settle such claim, which compromise or settlement shall be made only (x) with the written consent of the Indemnified Party, such consent not to be unreasonably withheld or (y) if such compromise or settlement contains an unconditional release of the Indemnified Party in respect of such claim. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. If the Indemnifying Party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Notice, the Indemnified Party against which such claim has been asserted will have the right to undertake, at the Indemnifying Parties’ reasonable cost, risk and expense, the defense, compromise or settlement of such Third Party Claim on behalf of and for the account and risk of the Indemnifying Parties; provided, however, that such claim shall not be compromised or settled

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without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement.

     Section 10.6 Limitations on Indemnity.

     (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 10.2(a) hereof to the extent the aggregate claims for Damages of the Buyer Indemnified Parties for which indemnification is sought pursuant to Section 10.2(a) hereof is less than Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”) or exceeds an amount equal to Seven Million Dollars ($7,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages for which indemnification is sought pursuant to Section 10.2(a) hereof equals or exceeds the Threshold, then Buyer shall be entitled to recover for such Damages subject to the limitations in this Section 10.5(a) only to the extent such Damages exceed the Threshold, but in any event not to exceed the Cap; provided, however, that the Cap shall not be applicable to any claims for Damages of the Buyer Indemnified Parties for which indemnification is sought with respect to Sections 5.15 and 7.18 hereof; provided, further, that the Threshold shall not be applicable to any claims for Damages of the Buyer Indemnified Parties for which indemnification is sought with respect to Section 7.11. No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties pursuant to Section 10.2(c) hereof to the extent the aggregate claims for Damages of the Buyer Indemnified Parties for which indemnification is sought pursuant to Section 10.2(c) exceeds an amount equal to Ten Million Dollars ($10,000,000.00).

     (b) In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Seller Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made, (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds) and (iii) shall be computed net of any Tax benefit obtained or obtainable by the Indemnified Party with respect to such Damages. If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use best efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article X.

     Section 10.7 Payment of Damages. An Indemnified Party shall be paid in cash by an Indemnifying Party the amount to which such Indemnified Party may become entitled by reason of the provisions of this Article X, within fifteen (15) days after such amount is determined either by mutual agreement of the parties or on the date on which both such amount and an Indemnified Party’s obligation to pay such amount have been determined by a final judgment of a court or administrative body having jurisdiction over such proceeding.

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     Section 10.8 Exclusive Remedy. After the Closing, the indemnities provided in this Article X shall constitute the sole and exclusive remedy of any Indemnified Party for Damages arising out of, resulting from or incurred in connection with any claims regarding matters arising under or otherwise relating to this Agreement; provided, however; that this exclusive remedy for Damages does not preclude a party from bringing an action for specific performance or other equitable remedy to require a party to perform its obligations under this Agreement. Without limiting the foregoing, Buyer and Seller each hereby waive (and, by their acceptance of the benefits under this Agreement, each Buyer Indemnified Party and Seller Indemnified Party hereby waives), from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud or willful misconduct) such party may have against the other party arising under or based upon this Agreement or any schedule, exhibit, Disclosure Letter, document or certificate delivered in connection herewith, and no legal action sounding in tort, statute or strict liability may be maintained by any party (other than a legal action brought solely to enforce the provisions of this Article X). Notwithstanding anything to the contrary in this Section 10.7, in the event of a fraudulent breach of the representations, warranties, covenants or agreements contained herein by Buyer or Seller, any Indemnified Party shall have all remedies available at law or in equity with respect thereto.

     Section 10.9 Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X shall be treated by the parties for income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.

ARTICLE XI

PROPERTY

     Section 11.1 As Is. Buyer or its Representatives shall have fully examined and inspected the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of this Article XI, Buyer agrees to accept the Purchased Assets in an “AS IS” condition as of the Closing. Buyer agrees that, except as provided in Article V hereof, Buyer is not relying upon any representations, statements, or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller, or any salesperson or broker (if any) involved in this transaction as to the Purchased Assets, including, but not limited to: (a) any representation, statements or warranties as to the physical condition of the Purchased Assets, (b) the fitness and/or suitability of the Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Purchased Assets; (d) the compliance of the Purchased Assets with applicable building, zoning, subdivision, environmental, or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Purchased Assets; (f) the value of the Purchased Assets; (g) the manner or quality of construction of the Purchased Assets; (h) the income derived or to be derived from the Purchased Assets; or (i) the fact that the Purchased Assets may be located on earthquake faults or in seismic hazardous zones. Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller, at Law or in equity, relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, in contract or tort, now existing or hereafter arising.

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     Section 11.2 Title to Real Property.

     (a) Title Insurance Commitment. Buyer agrees to accept the (i) Title Commitment and the UCC-11 Search attached hereto as Exhibit L and (ii) that certain survey, dated November 2, 2004 (last revision November 16, 2004), issued by GA Engineering & Planning, as evidence of the status of Seller’s title to the Land, conditioned upon, prior to Closing, either (i) compliance with the matters set forth on the Survey Compliance Letter or (2) satisfaction of the inquiries presented on the Survey Compliance Letter, each in the reasonable opinion of Buyer (collectively, the “Survey”). Buyer shall pay the premium for the Policy of Title Insurance at Closing.

     (b) Defects. Buyer agrees to accept title to the Land subject to all matters shown by the Title Commitment and the Survey. The Title Commitment and UCC-11 Search shall be updated at or shortly before Closing. If the updated Title Commitment or UCC-11 Search shows defects in title not shown by the Title Commitment or UCC-11 Search, or, if the Land or Seller’s interest therein, should become subject to a lien or other financial encumbrance, and Seller has received an itemized written notice of such defects within five (5) business days after the date of delivery of the updated Title Commitment or UCC-11 Search to Buyer or, if earlier, the Closing Date, Seller shall have thirty (30) days after receipt of such notice (or, if longer, until the Closing Date) to cure any such defects in title, and the Closing Date shall, if necessary, be extended accordingly. Title defects will not be deemed to include any matters shown by the Title Commitment or UCC-11 Search attached to this Agreement. Failure to notify Seller within the specified period of title defects revealed by the updated Title Commitment or UCC-11 Search shall be deemed a waiver of Buyer’s right to disapprove of the status of Seller’s title, and Buyer shall then accept such title as is described in the Title Commitment and UCC-11 Search, as updated, without reserving any claim against Seller for title defects. Seller shall be under no obligation to remove title defects, and any failure or refusal of Seller to do so shall not be a default of Seller hereunder, except that Seller shall be obligated to cure monetary encumbrances in an amount in excess of $100,000 that are not disclosed by the Title Commitment or UCC-11 Search (other than governmental taxes and assessments and the encumbrances created or suffered by Buyer) which are unpaid and liquidated at Closing, not to exceed One Million Dollars ($1,000,000) in the aggregate (“Monetary Encumbrances”), if any which encumber the Property or Seller’s interest therein between the date of this Agreement and the Closing, in the manner provided below. An encumbrance is liquidated only if it is fixed either by agreement of Seller and the party asserting the encumbrance or by operation of law. In order to cure a Monetary Encumbrance, and if Seller desires to attempt to cure any other title defects, Seller shall have the option to extend the Closing Date for a period of thirty (30) days, by giving written notice of such extension election to buyer at or before the Closing Date. Cure of Monetary Encumbrances may be effected by either (i) payment and release of such Monetary Encumbrance of record, or (ii) posting a bond which causes such Monetary Encumbrance to cease to be a lien on the Property.

     (c) Failure to Cure Title Defects. If Seller fails to cure Monetary Encumbrances that it is obligated to cure in accordance with Section 11.2(b), such failure shall be a default by Seller subject to the remedies of Article IX. If Seller elects not to attempt to cure or remove any other material title defects or is not successful in its efforts to do so on or before the Closing Date, or the end of the extension period, if elected, then this Agreement shall, at the option of Buyer or

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Seller (to be exercised by written notice to the other given no later than the earlier of: (i) the original or extended Closing Date, as applicable; or (ii) five (5) days after Seller’s notice to Buyer of Seller’s election not to cure or attempt to cure such title defects), be terminated, Escrow Agent shall return the Deposit to Buyer and Buyer and Seller shall be released and discharged from any further obligation to each other hereunder; provided that if Buyer so elects, Buyer may accept such title as is tendered by Seller without reduction in the Purchase Price, or reservation of claim against Seller.

     (d) Survey. Buyer may, at Buyer’s sole cost and expense, cause the Survey to be recertified to Buyer at or shortly before the Closing Date. If the recertified Survey reveals any of the following matters not shown on the Survey (as revised to comply with the Survey Compliance Letter), then such disclosure shall be a title defect as to which the provisions of Section 11.2(b) and 11.2(c) shall govern Buyer’s and Seller’s rights and obligations: (a) any material encroachments of the Land onto property of others; (b) any material encroachments of property of others on the Land; or (c) the location of any title matter on the Land in a manner that would materially and adversely affect the ability to use the Land as presently used; or any other matter which would render Seller’s title to the Land uninsurable or unmarketable.

ARTICLE XII

MISCELLANEOUS

     Section 12.1 Definitions.

     (a) For purposes of this Agreement, the term:

     “Accounts Receivable” means, as of the Closing Date, all accounts receivable (including receivables and revenues for food, beverages, telephone and casino credit), or overdue accounts receivable to Seller, in each case, due and owing by any third party.

     “Acquired Personal Property” means the Personal Property, excluding the Excluded Personal Property.

     “Acquisition Proposal” means (a) any proposal or offer from any Person relating to any direct or indirect acquisition or purchase of the Purchased Assets, (b) any tender offer or exchange offer, or (c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Seller and a third party, in each case, other than the transactions contemplated by this Agreement. The parties agree and acknowledge that notwithstanding anything in the previous sentence, none of the transactions or actions contemplated by the Merger Agreement shall be deemed to be an Acquisition Proposal nor shall any transaction or action relating to the Other Assets or the Other Property.

     “Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first-mentioned Person. As used herein, “control” means the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting power of the stockholders, members or

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owners and, with respect to any individual, partnership, trust or other entity or association, the power, directly to cause the direction of the management or actions of the controlled entities.

     “Affiliate Customer List” means a copy (in either electronic or printed form as reasonably requested by Buyer) of that portion of the Customer Database that includes the names and certain key tendencies of customers listed in the Customer Database, which (i) have visited the Property during the 12 month period prior to the Closing (but not including such data for the 10 day period prior to the Closing) and (ii) have visited any other property owned or operated by Caesars or its Affiliates.

     “Assumed Contracts” means the Operating Agreements relating to the Property as set forth on Section 12.1(a) of the Seller Disclosure Letter and all purchase orders entered into in the Ordinary Course of Business; provided, that Assumed Contracts shall not be deemed to include any Excluded Contracts. If, prior to the Closing Date, Seller reasonably determines that there are any Contracts that, pursuant to the terms hereof, are Assumed Contracts as of the date hereof (excluding all purchase orders entered into in the Ordinary Course of Business), Seller shall amend Section 12.1(a) of the Seller Disclosure Letter to include such Assumed Contracts and such Assumed Contracts shall be and hereby are Assumed Contracts hereunder; provided, however, that Buyer’s consent shall be required for any such amendment (which consent shall not be unreasonably withheld or delayed, and which consent shall be deemed to have been given if Buyer has not objected to any such amendment within five (5) business days after being provided with notice thereof); provided, further, no such consent shall be required for any such amendment to include as an Assumed Contract a Contract entered into in accordance with Section 7.1(a)(vii) hereof.

     “Books and Records” means, to the extent transferable by applicable Law, (i) all books and records of Seller relating to the Property (except (x) to the extent related to the Excluded Liabilities, the Excluded Assets or otherwise proprietary to Caesars or its Affiliates (other than such Seller), (y) the Customer Database and (z) otherwise prohibited by applicable Law), including without limitation, all architectural, structural, service manuals, engineering and mechanical plans, electrical, soil, wetlands, environmental, and similar reports, studies and audits and (ii) all plans and specifications for the Property.

     “business day” means any Monday through Friday, inclusive, other than any such days that financial institutions within the State of Nevada are authorized or required to close; provided, however, any reference in this Agreement to any day other than a business day shall be deemed a reference to a calendar day.

     “Buyer Material Adverse Effect” means changes, events or effects are materially adverse to the business, financial condition or results of operations of Buyer and its subsidiaries provided, that the following, individually and in the aggregate, shall be excluded from the definition of Buyer Material Adverse Effect and from any determination as to whether a Buyer Material Adverse Effect has occurred: (A) any change, event or effects arising out of or resulting from changes in or affecting the (x) travel, hospitality or gaming industries generally, (y) travel, hospitality or gaming industries in the markets or jurisdictions where the Property is located or (z) the financial, banking, currency or capital markets in general, (B) any change, event or effect resulting from the entering into or public announcement of the transactions

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contemplated by this Agreement or developments with respect to the transactions contemplated by the Merger Agreement, and (C) any change, event or effect resulting from any act of terrorism, commencement or escalation of armed hostilities in the U.S. or internationally or declaration of war by the U.S. Congress.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Connection Card” means the player loyalty program of Caesars.

     “Contract” means any agreement, contract, lease, power of attorney, note, loan, evidence of indebtedness, purchase order, letter of credit, settlement agreement, franchise agreement, undertaking, covenant not to compete, employment agreement, license, instrument, obligation, commitment, understanding, policy, purchase and sales order, quotation and other executory commitment to which any Person is a party or to which any of the assets of such Person are subject, whether oral or written, express or implied.

     “Customer Database” means all customer databases, customer lists, historical records of customers and any other customer information collected and used by Seller or its Affiliates in connection with marketing and promoting the Property other than any and all customer information for the customers on the Seller Customer List.

     “Detailed Balance Sheet” means the September 30, 2004 balance sheet and related data of Seller as set forth on Section 2.4 of the Seller Disclosure Letter.

     “Encumbrances” means Liens, covenants, conditions, restrictions, agreements, easements, title defects, options, rights of first offer, rights of first refusal, restrictions on transfer, rights of other parties, limitations on use, limitations on voting rights, or other encumbrances of any kind or nature.

     “Environmental Condition” means, as relating to the Property, the release into the environment of any Hazardous Substance as a result of which Seller (i) has or may become liable to any Person for an Environmental Liability, (ii) is or was in violation of any Environmental Law, (iii) has or may be required to incur response costs for investigation or remediation, or (iv) by reason of which any Leased Property or other assets of Seller, may be subject to any Lien under Environmental Laws; provided, however, that none of the foregoing shall be an Environmental Condition if such matter was remediated or otherwise corrected prior to the date hereof in accordance with Environmental Law.

     “Environmental Laws” means all applicable and legally enforceable foreign, federal, state and local statutes or laws, judgments, orders, regulations, licenses, permits, rules and ordinances relating to pollution or protection of health, safety or the environment, including, but not limited to the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), Safe Drinking Water Act (42 U.S.C. §3000(f) et seq.), Toxic Substances Control Act (15 U.S.C. §2601 et seq.), Clean Air Act (42 U.S.C. §7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.) and other similar state and local statutes, in effect as of the date hereof.

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     “Environmental Liabilities” means all Liabilities (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of investigations and feasibility studies and responding to government requests for information or documents, clean-up fees), fines, penalties, restitution and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future, resulting from any claim or demand, by any Person or entity, under any Environmental Law, or arising from Environmental Conditions relating to the Property.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Excluded Contracts” means all Contracts listed on Section 12.1(b) of the Seller Disclosure Letter.

     “Excluded Intellectual Property” means any (i) Intellectual Property set forth on Section 12.1(c) of the Seller Disclosure Letter and (ii) Intellectual Property owned, licensed to, or used by Caesars or its Affiliates, and, with respect to clause (ii), excluding any and all Intellectual Property owned exclusively by Seller.

     “Excluded Personal Property” means the following:

          (i) the Excluded Software;

          (ii) subject to terms of the License Agreement, any and all signs, menus, stationery, gift shop inventory or other items indicating that the Property is owned and/or operated by or on behalf of Seller or identifying the Property as the Caesars or bearing the System Mark Caesars or any other System Mark of Seller’s Affiliates, except for those items that Buyer and Seller agree may be modified by Buyer to remove such System Marks or identification, and as to which, on or before thirty (30) days after the date of execution of this Agreement, Buyer and Seller have agreed in writing as to: (a) the manner of modification of such items by Buyer; and (b) the time within which such modification shall be effected by Buyer; and

          (iii) all records, files and memorabilia pertaining to Seller or Caesars and any past or present corporate affiliates or predecessors of Seller or Caesars.

     “Excluded Software” means all computer software owned by or licensed for use by Seller or its Affiliates and all source codes, user codes and data, whether on tape, disc or other computerized format, and all related user manuals, computer records, service codes, programs, stored materials and databases (including, without limitation, all access codes and instructions needed to obtain access to and to utilize the information contained on such computer records), together with any and all updates and modifications of all of the foregoing and all copyrights related to the computer software, including without limitation the Customer Database, Affiliate Customer List, and any customer tracking system, in each case, other than Assumed Software.

     “Fixtures” means all fixtures owned by Seller and placed on, attached to, or located at and used in connection with the operation of the Property.

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     “Front Money” means all money stored on deposit at the Property cage belonging to, and stored in an account for, any Person.

     “Gaming Approvals” means all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions issued by any Gaming Authority necessary for or relating to the conduct of activities by any party hereto or any of its Affiliates, including, without limitation, the ownership, operation, management and development of the Property.

     “Gaming Authorities” means those federal, state, local and other governmental, regulatory and administrative authority, agency, board and officials responsible for, or involved in, the regulation of gaming or gaming activities or the sale of liquor in any jurisdiction, including, without limitation, within the State of Nevada, specifically, the Nevada Gaming Commission, the Nevada State Gaming Control Board and all other state and local regulatory and licensing bodies with authority over gaming in the State of Nevada and its political subdivisions.

     “Gaming Laws” mean all laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within the State of Nevada, including, without limitation, the Nevada Gaming Control Act, as codified in Chapter 463 of the NRS, as amended from time to time, and the regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time.

     “Hazardous Activity” means the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, or use of Hazardous Substances in, on, under, about, or from the Property or any part thereof into the environment.

     “Hazardous Substance” means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under applicable Environmental Laws, including without limitation, any quantity of friable asbestos, urea formaldehyde foam insulation, PCBs, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products or derivatives.

     “Intellectual Property” means all intellectual property or other proprietary rights of every kind, foreign or domestic, including all patents, patent applications, inventions (whether or not patentable), processes, products, technologies, discoveries, copyrightable and copyrighted works, apparatus, trade secrets, trademarks, trademark registrations and applications, domain names, service marks, service mark registrations and applications, trade names, trade secrets, know-how, trade dress, copyright registrations, customer lists, confidential marketing and customer information, licenses, confidential technical information, and all documentation thereof.

     “IRS” means the Internal Revenue Service, a division of the United States Treasury Department, or any successor thereto.

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     “knowledge” means (a) when used in the phrase “knowledge of the Seller” or “the Seller’s knowledge” and words of similar import, the actual knowledge of: Anthony F. Santo or Mark Rittorno, and (b) when used in the phrase “knowledge of Buyer” or “Buyer’s knowledge” and words of similar import, the actual knowledge of: Joseph Yung, Vice-President of Development and/or Derek Haught.

     “Land” means the real property leased pursuant to the Ground Lease.

     “Law” means any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or arbitration award, policies, guidance, court decision, rule of common law or finding, including, without limitation, the Gaming Laws.

     “Leases” means leases, subleases, occupancy and concession agreements affecting the Property, including, without limitation, the Ground Lease.

     “Legal Proceeding” means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before or otherwise involving any Governmental Entity or arbitrator.

     “Liabilities” mean any direct or indirect liability, indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by any Person of any type, whether accrued, absolute, contingent, matured, unmatured, liquidated, unliquidated, known or unknown.

     “Liens” means any mortgage, pledge, lien, security interest, conditional or installment sale agreement, option, right of first refusal, restriction, exaction, imposition, charge or other claims of third parties of any kind or nature.

     “Material Assumed Contracts” means all Assumed Contracts denoted with an asterisk on Section 12.1(a) of the Seller Disclosure Letter.

     “Nonrepresented Employee” means any Property Employee who is not represented by a union.

     “NRS” means Nevada Revised Statutes, as amended through the date hereof.

     “Operating Agreements” means all service contracts, equipment leases, software license agreements, sign leases, Leases and other Contracts affecting the Property, other than Contracts that relate to the Excluded Assets.

     “Order” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Entity or by any arbitrator.

     “Ordinary Course of Business” shall describe any action taken by a Person if such action is consistent with such Person’s past practices and is taken in the ordinary course of such Person’s normal day to day operations.

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     “Outside Date” means May 19, 2005; provided, however, that such date shall be extended by the number of days that the Closing Date has been extended pursuant to Section 4.1 hereof.

     “Passenger/Delivery Vehicles” means those certain passenger or delivery vehicles and recreational vehicles identified in Section 12.1(d) of the Seller Disclosure Letter.

     “Permitted Encumbrances” means

          (i) Liens or Encumbrances for mechanics’ and materialmen’s Liens or Encumbrances not filed of record and charges assessments and other governmental charges not delinquent or which are currently being contested in good faith by appropriate proceedings or for which Seller shall have provided bond or other security reasonably satisfactory to the Buyer;

          (ii) Liens or Encumbrances for Taxes not yet due and payable;

          (iii) Liens or Encumbrances in respect of judgments or awards with respect to which Seller shall in good faith currently be prosecuting an appeal or other proceeding for review and with respect to which Seller shall have secured a stay of execution pending such appeal or such proceeding for review;

          (iv) general real estate and tangible personal property Taxes and assessments not yet due and payable;

          (v) special Taxes and assessments payable or becoming a Lien after the Closing Date;

          (vi) Liens and Encumbrances created or approved by Buyer;

          (vii) easements, leases, reservations or other rights of others in, or minor defects and irregularities in title to, property or assets of Seller; provided that, such easements, leases, reservations, rights, defects or irregularities do not materially impair the use of such property or assets for the purposes for which they are held; further provided that such easements, leases, reservations, rights, defects or irregularities are not of such a nature that the Property is not financeable under customary terms and conditions; and further provided that all such easements, leases, reservations or other rights of others in or minor defects and irregularities in title as to the Land and Fixtures are shown as exceptions on the Title Commitment and/or Survey;

          (viii) zoning and subdivision ordinances;

          (ix) terms and conditions of licenses, permits and approvals for the Leased Property as are identified in the Title Commitment, and Laws of any Governmental Entity having jurisdiction over the Property;

          (x) the Lease Documents and any exceptions described therein and Assumed Contracts for any areas of the applicable Land or the applicable Property;

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          (xi) any Liens or Encumbrances or privilege vested in any other lessor, or any licensor or permitter for rent or other obligations of Seller relative to any Assumed Contracts so long as the payment of such rent or the performance of such obligations is not delinquent;

          (xii) rights of tenants under operating leases whose occupancy may be terminated on thirty (30) days or less notice and rights of guests in possession or holding reservations for future use or occupancy of the applicable Property;

          (xiii) any Liens or Encumbrances identified in the UCC-11 Search, Title Commitment or (subject to Section 11.2(d) hereof) the Survey; and

          (xiv) any Assumed Liability.

     “Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or “group” (as defined in Rule 13d-5(b)(1) under the Exchange Act).

     “Personal Property” means, as it relates to the Property, all office, hotel, casino, showroom, restaurant, bar, convention, meeting and other furniture, furnishings, appliances, equipment, equipment manuals, slot machines, gaming tables and gaming paraphernalia (including parts or inventories thereof), subject to Section 7.11(b) hereof, gaming chips and tokens, including, without limitation, (a) slot machine tokens not currently in circulation, and (b) reserve chips, if any, not currently in circulation, Passenger/Delivery Vehicles, computer hardware, software, point of sale equipment, telephone numbers, two-way security radios and base station, maintenance equipment, tools, signs and signage, office supplies, cleaning supplies in unopened cases or bulk containers or packages; linens (sheets, towels, blankets, napkins), uniforms, silverware, glassware, chinaware, pots, pans and utensils, and food, beverage, and alcoholic beverage inventories owned by Seller and located at the Property on the Closing Date.

     “Pre-Closing Employee Liabilities” means all Liabilities arising out of or relating primarily to employment of any Property Employee prior to the Closing Date, including without limitation, any and all severance obligations or other Liabilities relating to the termination of any Retained Employees, except as otherwise set forth in Section 7.4(c) hereto.

     “Pre-Closing Tax Liabilities” means any Liability related primarily to (i) income Taxes of Seller and (ii) except as provided for in Sections 2.5(b)(i) and 7.9, all Liabilities for Taxes arising from and attributable to the ownership of the Purchased Assets prior to the Closing Date.

     “Property” means the hotel and casino located at the Land and the Fixtures at such Property.

     “Property Material Adverse Effect” means changes, events or effects that are materially adverse to the business, financial condition or results of operations of the Property and the business operated at the Property; provided, that the following, individually and in the aggregate, shall be excluded from the definition of Property Material Adverse Effect and from any determination as to whether a Property Material Adverse Effect has occurred: (A) any change, event or effects arising out of or resulting from changes in or affecting the (x) travel, hospitality or gaming industries generally, (y) travel, hospitality or gaming industries in the markets or

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jurisdictions where the Property is located or (z) the financial, banking, currency or capital markets in general, (B) any change, event or effect resulting from the entering into or public announcement of the transactions contemplated by this Agreement or developments with respect to the transactions contemplated by the Merger Agreement, and (C) any change, event or effect resulting from any act of terrorism, commencement or escalation of armed hostilities in the U.S. or internationally or declaration of war by the U.S. Congress.

     “Release” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the environment, whether intentional or unintentional.

     “Represented Employee” means any Property Employee whose employment is subject to the Collective Bargaining Agreement.

     “SEC Reports” means any registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents required to be filed by Caesars under (i) the Securities Act or (ii) the Exchange Act.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Seller Customer List” means a copy (in either electronic or printed form as reasonably requested by Buyer) of that portion of the Customer Database that includes the names and certain key tendencies of customers listed in the Customer Database, who (i) have visited the Property during the 12 month period prior to the Closing (but not including such data for the ten day period prior to the Closing) and (ii) have not visited any other property owned or operated by Caesars or its Affiliates.

     “Subsidiary” means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner or managing member or (ii) at least 50% of the securities or other equity interests having by their terms voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization that is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

     “Survey” means that certain survey of the Land to be delivered to Buyer within sixty (60) days from the date hereof.

     “Survey Compliance Letter” means the letter which is annexed as Exhibit M to this Agreement.

     “System Mark” means service marks, trademarks, copyrights, trade names, patents, fictitious firm names, color arrangements, designs, logos and other registrations now or hereafter held or applied for in connection therewith.

     “Taxes” means any and all taxes, charges, fees, levies, tariffs, duties, liabilities, impositions or other assessments of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Tax authority or other Governmental Entity, including, without limitation, income, gross receipts,

55

profits, gaming, excise, real or personal property, environmental, sales, use, value-added, ad valorem, withholding, social security, retirement, employment, unemployment, workers’ compensation, occupation, service, license, net worth, capital stock, payroll, franchise, gains, stamp, transfer and recording taxes, and shall include any Liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Law), or as a transferee or successor, by contract, or otherwise.

     “Tax Return” means any report, return (including any information return), claim for refund, election, estimated Tax filing or payment, request for extension, document, declaration or other information or filing required to be supplied to any Governmental Entity with respect to Taxes, including attachments thereto and amendments thereof.

     “Title Commitment” means that certain Title Insurance Commitment which is annexed as Exhibit L to this Agreement.

     “Transfer Time” means 11:59:59 p.m., Las Vegas time, on the day prior to the Closing Date.

     “Transferred Employee Records” means records of Seller that relate to Transferred Employees, but only to the extent that such records may be transferred under applicable Law and to the extent that such records pertain to: (i) skill and development training, (ii) seniority histories, (iii) salary and benefit information, (iv) Occupational, Safety and Health Administration reports and records, and (v) active medical restriction forms (it being agreed and understood that with respect to the foregoing clause (v), such forms have been made available to Buyer, but nothing herein shall be deemed to require that Buyer accept any such forms).

     “Transferred Intellectual Property” means all Intellectual Property used exclusively in the operation of the Property (other than the Excluded Intellectual Property).

     “WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988 and analogous state and local Law.

     “Working Capital” means the calculation, in accordance with the methodology set forth on the Detailed Balance Sheet, of the current assets of Seller (other than Excluded Assets) minus the current liabilities of Seller (other than Excluded Liabilities).

     “Working Capital Adjustment” means the amount (which may be a positive or negative number) that equals Closing Date Working Capital.

     “Yacht” means the Bow Wave, which is a 1966 Burger Flybridge Motoryacht, Official Vessel No. 506584, Hull No. 190C.

     (b) The following are defined elsewhere in this Agreement, as indicated below:

	Cross Reference
Terms	in Agreement
Advisor	Section 6.3
Agreement	Preamble

56

	Cross Reference
Terms	in Agreement
Assumed Liabilities	Section 1.4
Assumed Software	Section 5.18
Auditor	Section 2.3
Broker	Section 5.13
Buyer	Preamble
Buyer Disclosure Letter	ARTICLE VI
Buyer Indemnified Parties	Section 10.2(a)
Buyer Permits	Section 6.6(a)
Caesars	Recitals
Cap	Section 10.6(a)
Casualty Termination Event	Section 7.14(a)
Closing	Section 4.1
Closing Date	Section 4.1
Closing Date Working Capital	Section 2.5(a)
Collective Bargaining Agreement	Section 5.11
Condemnation Amount	Section 7.14(b)
Confidentiality Agreement	Section 7.5(a)
Consents	Section 4.2(o)
Contamination	Section 7.18
CS3	Section 7.8(d)
CS3 Assets	Section 7.8(d)
CS3 Liabilities	Section 7.8(d)
Damages	Section 10.2(a)
Deposit	Section 2.2(a)
Deposit Escrow Agreement	Section 2.2(a)
Determination Date	Section 2.5(c)
ERISA	Section 5.12(a)
Escrow Agent	Section 2.2(a)
Excluded Assets	Section 1.2
Excluded Liabilities	Section 1.3
Extended Scheduled Closing Date	Section 4.1
Extension	Section 7.4(g)
Final Working Capital Adjustment	Section 2.5(d)
Financial Information	Section 5.3
Governmental Approvals	Section 7.6(a)
Governmental Entity	Section 5.2(c)
Ground Lease	Recitals
Ground Lease Estoppel Certificate	Section 7.8(a)
HSR Act	Section 5.2(c)
Indemnified Party	Section 10.4
Indemnifying Party	Section 10.4
Initial Working Capital Adjustment	Section 2.4
Inventoried Vehicles	Section 7.11(f)
Inspection	Section 7.5(a)

57

	Cross Reference
Terms	in Agreement
Landlord	Recitals
License Agreement	Section 4.2(m)
Lease Documents	Section 5.5(c)
Leased Property	Section 5.5(a)
Merger Agreement	Recitals
Monetary Encumbrances	Section 11.2(b)
NDEP	Section 7.18
Non-Assignable Asset	Section 1.6(a)
Notice	Section 10.4
Other Assets	Section 12.17
Other Property	Section 12.17
Phase I Environmental Assessment	Section 5.9(f)
Pre-Closing Working Capital	Section 2.4
Pre-Closing Working Capital Statement	Section 2.4
Property Employees	Section 5.12(a)
Purchase Price	Section 2.1
Purchase Price Allocation	Section 2.3
Purchased Assets	Section 1.1
Representatives	Section 7.3
Retained Employees	Section 7.4(a)
Scheduled Closing Date	Section 4.1
Seller	Preamble
Seller Benefit Plans	Section 5.12(a)
Seller Disclosure Letter	Article V
Seller Indemnified Parties	Section 10.2(b)
Seller Permits	Section 5.10
Survey	Section 11.2(a)
Survival Period	Section 10.1(b)
Third Party Claim	Section 10.5
Threshold	Section 10.6(a)
Transferred Customer Lists	Section 4.2(g)
Transferred Employees	Section 7.4(a)
UST Site	Section 7.18
Working Capital Statement	Section 2.5(a)

     Section 12.2 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.

     (a) This Agreement and the transactions contemplated hereby, and all disputes between the parties under or related to the Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the Laws of the State of Nevada, applicable to contracts executed in and to be performed entirely within the State of Nevada, without regard to the conflicts of laws principles thereof.

58

     (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Nevada State court, or Federal court of the United States of America, sitting in Nevada, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (A) agrees not to commence any such action or proceeding except in such courts, (B) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Nevada State court or, to the extent permitted by Law, in such Federal court, (C) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Nevada State or Federal court, (D) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Nevada State or Federal court, and (E) to the extent such party is not otherwise subject to service of process in the State of Nevada, as to Seller, appoints Corporation Service Company as such party’s agent in the State of Nevada and as to Buyer, appoints CT Corporation System as such party’s agent in the State of Nevada, for acceptance of legal process and agrees that service made on any such agent shall have the same legal force and effect as if served upon such party personally within such state. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 12.3 hereof. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

     (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.2(c).

     Section 12.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

59

     (a) if to Buyer, to

Wimar Tahoe Corporation
c/o Columbia Sussex Corporation
207 Grandview Drive
Ft. Mitchell, Kentucky 41017
Attn: Joseph Yung
Fax: (859) 528-1190

with a copy to:

Columbia Sussex Corporation
207 Grandview Drive
Ft. Mitchell, Kentucky 41017
Attn: Vivian M. Raby, Chief Legal Counsel
Fax: (859) 528-1190

     (b) if to Seller, to

Desert Palace, Inc.
c/o Caesars Entertainment, Inc.
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
Attn: General Counsel
Fax: (702) 699-5110

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attn: Martha E. McGarry
Fax: (212) 735-2000

     Section 12.4 Interpretation. When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section or Exhibit or Schedule of this Agreement unless otherwise indicated. All Exhibits and Schedules of this Agreement are incorporated herein by reference. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The phrase “made available” in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available. Each of Buyer and Seller will be referred to herein individually as a “party” and collectively as “parties” (except where the context otherwise requires).

60

     Section 12.5 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     Section 12.6 Entire Agreement; No Third Party Beneficiaries. This Agreement and all documents and instruments referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; provided that the Confidentiality Agreement shall remain in full force and effect after the Closing. Each party hereto agrees that, except for the representations and warranties contained in this Agreement and the respective Disclosure Letters, neither Seller nor Buyer makes any other representations or warranties, and each hereby disclaims any other representations and warranties made by itself or any of its respective Representatives or other representatives, with respect to the execution and delivery of this Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to any of them or their respective representatives of any documentation or other information with respect to any one or more of the foregoing.

     Section 12.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

     Section 12.8 Assignment. With the exception of an assignment by Buyer to one of its Affiliates, written notice of which shall be given to Seller, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by operation of Law (including, without limitation, by merger or consolidation) or otherwise without the prior written consent of the other party, provided, however, that any assignment by Buyer to one of its Affiliates shall not be valid under this Agreement unless (a) such Affiliate assumes all of Buyer’s agreements and obligations hereunder, (b) no such assignment shall relieve Buyer from any of its agreements and obligations hereunder, and (c) no such assignment in any way (x) shall adversely effect the ability to receive, or delay the receipt of, the Gaming Approvals or antitrust approvals contemplated by this Agreement or (y) shall adversely affect or delay the Closing of the transactions contemplated by this Agreement. Any assignment in violation of this Section 12.8 shall be void.

     Section 12.9 Parties of Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     Section 12.10 Counterparts. This Agreement may be executed by facsimile and/or in one or more counterparts, and by the different parties hereto in separate counterparts, each of

61

which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

     Section 12.11 Mutual Drafting. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. In the event of any ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

     Section 12.12 Amendment. This Agreement may be amended by Buyer and Seller. This Agreement may not be amended except by an instrument in writing signed on behalf of each of Buyer and Seller.

     Section 12.13 Extension; Waiver. At any time prior to the Closing, Buyer and Seller by action taken or authorized by their respective boards of directors may, to the extent legally allowed (i) extend the time for or waive the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained here. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

     Section 12.14 Time of Essence. Time is of the essence with respect to this Agreement and all terms, provisions, covenants and conditions herein.

     Section 12.15 Disclosure Letters. The Seller Disclosure Letter shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Agreement and the disclosure in any paragraph shall, to the extent applicable, qualify other paragraphs in this Agreement. The Buyer Disclosure Letter shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Agreement and the disclosure in any paragraph shall, to the extent applicable, qualify other paragraphs in this Agreement.

     Section 12.16 Assignment Fee. Seller shall be solely responsible for any assignment fee incurred pursuant to Article XV of the Ground Lease.

     Section 12.17 Other Assets; Other Property. Buyer agrees and acknowledges that in addition to owning the Purchased Assets and operating the Property, Seller operates the Caesars Palace in Las Vegas, Nevada (the “Other Property”) and owns certain other assets that are not located at the Property (collectively, the “Other Assets”). Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agree that: (i) Seller is not making any representations or warranties with respect to the Other Property or the Other Assets; (ii) Seller is not assigning or transferring any assets or properties related to the Other Assets or the Other Property; and (iii) neither Seller nor Buyer is assuming or incurring any obligations under this Agreement with respect to the Other Property and Other Assets, nor are the Other Assets or the Other Property subject to any restrictions by virtue of the Agreement.

[SIGNATURE PAGE FOLLOWS]

62

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed by their respective duly authorized officers as of the date first written above.

DESERT PALACE, INC.
By:	/s/ [ILLEGIBLE]
Name:
Its:
WIMAR TAHOE CORPORATION
By:	/s/ [ILLEGIBLE]
Name:
Its:

SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT

EX-3.5

EXHIBIT 3.5

ARTICLES OF INCORPORATION

OF

CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.

(STAMP)

     The undersigned, who is a natural person of the age of eighteen years or more, desiring to form a corporation for profit under the Missouri General and Business Corporation Law, does hereby certify:

     1. Name. The name of the corporation is Caruthersville Riverboat Entertainment, Inc.

     2. Registered Office. The address of the corporation’s initial registered office in this state is 906 Olive Street, St. Louis, Missouri 63101 and the name of its initial registered agent at such address is C T Corporation System.

     3. Authorized Shares. The aggregate number of shares which the corporation shall have authority to issue is 2,000 common shares, without par value.

     4. Preemptive Rights. No holder of shares of the corporation shall have any preemptive right to purchase any shares of the corporation of any class whether now or hereafter authorized.

     5. Incorporator. The name and place of residence of the corporation’s incorporator is Andrew R. Berger, 43 Locust Avenue, Lakeside Park, Kentucky 41017.

     6. Board of Directors. The number of directors to constitute the board of directors shall be one and the name of the sole director is William J. Yung.

     7. Duration. The corporation’s period of duration is perpetual.

     8. Purpose. The purpose for which the corporation is organized is the development and operation of a riverboat providing entertainment, including gaming, to the extent permitted by law, and the transaction of any or all lawful business for which corporations may be incorporated under the Missouri General and Business Corporation Law.

     9. Close Corporation Status. The corporation shall be a statutory close corporation as defined in Section 351.755 of the Missouri General and Business Corporation Law.

Dated: June 23, 1993

/s/ Andrew R. Berger  

Andrew R. Berger, Incorporator  

STATE OF OHIO                      )

                                                      )          SS:

COUNTY OF HAMILTON      )

     I, BARBARA RIFKIN, a notary public, do hereby certify that on the 23rd day of June, 1993, personally appeared before me,
Andrew R. Berger, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/s/ Barbara L. Rifkin  

Notary Public 

BARBARA L. RIFKIN Notary Public
State of Ohio
My Commission Expires Dec. 19, 1994

This instrument was prepared by:

Andrew R. Berger, Esq.
Katz, Teller, Brant & Hild
A Legal Professional Association
2400 Chemed Center
255 E. Fifth Street
Cincinnati, Ohio 45202-4724

(STAMP)      

-2-

EX-3.5(A)

EXHIBIT 3.5(a)

State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporation Division

Amendment of Articles of Incorporation

(To be submitted in duplicate)

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1. The present name of the Corporation is CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.

  The name under which it was originally organized was CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.

2. An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on December 23, 1996.

3. Article Number 3 is amended to read as follows:

     3. Authorized Shares. The authorized number of shares of the corporation is 10,000 shares, without par value, of which 1,000 are classified voting common shares and 9,000 are classified nonvoting common shares. The express terms of such classes of shares are identical, except as follows: (i) each outstanding voting common share shall entitle the holder thereof to notice of meetings of shareholders and to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release, or other action; and (ii) each outstanding nonvoting common share shall not entitle the holder thereof to notice of meetings of shareholders or to any voting rights whatsoever on any matter submitted to the shareholders for their vote, consent, waiver, release, or other action, except as required by law.

(If more than one article is to be amended or more space is needed attach fly sheet.)

4. Of the 100 shares outstanding,100% of such shares were entitled to vote on such amendment.

     The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	100

5. The number of shares voted for and against the amendment was as follows:

Class
Common No. Voted For
100 No. Voted Against
0

6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is:

N/A

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

10,000 authorized shares
   1,000 voting
   9,000 nonvoting

7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

N/A

IN WITNESS WHEREOF, the undersigned,	WILLIAM J. YUNG
	President or	has executed this instrument and its
Vice President
Secretary		has affixed its corporate seal hereto and
Secretary or Assistant Secretary
attested said seal on the 23rd day of December, 1996.

(SEAL)

CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC. Name of Corporation

ATTEST:

    Secretary or Assistant Secretary By /s/ William J. Yung                        President or Vice President
William  J. Yung
President and Secretary

State of Ohio                                                                               )

County of Hamilton                                                                    ) ss.

(STAMP)       

     I, Laurie J. Hayden, a Notary Public, do hereby certify that on this 23rd day of December, 1996, personally appeared before me WILLIAM J. YUNG who, being by me first duly sworn, declared that he is the President and Secretary of Caruthersville Riverboat Entertainment, Inc. that he signed the foregoing documents as President of the corporation, and that the statements therein contained are true.

(Notarial Seal)	/s/ Laurie J. Hayden
	Notary Public

My commission expires LAURIE J. HAYDEN   Notary Public, State of Ohio
My Commission Express July, 31 ,1999

EX-3.5(B)

EXHIBIT 3.5(b)

St. Louis Riverboat Entertainment, Inc. CC0382544

Formerly,

CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.

a corporation organized under The General and Business Corporation Law has delivered to me a Certificate of Amendment of its Articles of Incorporation and has in all respects complied with the requirements of law governing the Amendment of Articles of Incorporation under The General Business Corporation Law, and that the Articles of Incorporation of said corporation are amended in accordance therewith.

IN TESTMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 8th day of November, 2004.

Secretary of State

State of Missouri Matt Blunt, Secretary of State   Corporations Division
P.O. Box 778 / 600 W. Main Street, Rm 322
Jefferson City, MO 65102 File Number: 200431321102
CC0382544
Date Filed: 11/08/2004
Matt Blunt
Secretary of State

Amendment of Articles of Incorporation
for a General Business or Close Corporation

Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

1.	The present name of the Corporation is St. Louis Riverboat Entertainment, Inc.
	The name under which it was originally organized was Caruthersville Riverboat Entertainment, Inc.
2.	An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on

November 2, 2004
month/day/year

3. Article Number 1 is amended to read as follows:

1. Name. The name of the corporation is St. Louis Riverboat Entertainment, Inc.

(If more than one article is to be amended or more space is needed attach additional pages)

State of Missouri
Amend/Restate — Gen Bus 3 Page(s)

T0431341624

Name and address to return filed document:

Name: __________________________________________________

Address: ________________________________________________

City, State, and Zip Code: __________________________________

Corp. 44 (08/04)

4. Of the 7000 shares outstanding, 9 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common Voting Shares	9

5. The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common Voting Shares	9	0

6.	If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: N/A
7.	If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the Secretary of State, then the effective date, which shall be no more than 90 days following the filing date, shall be specified:
	In Affirmation thereof, the facts stated above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ William J. Yung	William J. Yung	Secretary	11/2/04
Authorized Signature	Printed Name	Title	Date

Corp. 44 (08/04)

EX-3.6

EXHIBIT 3.6

Adopted: July 16, 1993

BYLAWS

OF

CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.

1. SHAREHOLDERS’ MEETINGS

          1.1. Annual Meetings. An annual meeting of shareholders shall be held for the election of directors and such other business as may come before the meeting. Such meeting shall be held on the last Friday in April of each year at a time designated by the president. In the event that an annual meeting is not held, the directors shall cause a meeting in lieu thereof to be held as soon as practicable and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such meeting shall be called and notice thereof given in the same manner as for the annual meeting.

          1.2. Special Meetings. Special meetings of shareholders may be called by the chairman of the board, if one is elected, the president, or in the case of the president’s absence, death, or disability, the vice president authorized to exercise the authority of the president, the directors by action at a meeting, a majority of the directors acting without a meeting, or the holders of not less than thirty-three and one-third percent (33-1/3%) of all shares entitled to vote on any issue proposed to be considered at the meeting.

          1.3. Notice of Meetings. Written notice stating the place, day, and hour of all meetings of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 70 days before the date of the meeting either by personal delivery or by mail by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the share transfer books of the corporation with postage prepaid thereon. No business other than that specified in the notice shall be considered at any special meeting.

          1.4. Waiver of Notice. Whenever any notice is required to be given to any shareholder under the provisions of the Missouri General and Business Corporation Law, the articles of incorporation, or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a shareholder at any meeting of shareholders shall constitute a waiver by him of notice of such meeting, except where a shareholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance of a

shareholder at any meeting shall also constitute a waiver by him of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

          1.5. Quorum. A majority of the shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares of the corporation represented at the meeting and entitled to vote shall be the act of the shareholders, unless the vote of a greater number or voting by groups of shareholders is required by the Missouri General and Business Corporation Law, or the articles of incorporation. The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

          1.6. Adjournment. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time. Notice of the adjourned meeting need not be given if the date, time and place thereof are announced at the meeting before adjournment. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

          1.7. Proxies. Any person who is entitled to attend or vote at a shareholders’ meeting or to execute consents, waivers, or releases may be represented or vote at such meeting, execute consents, waivers, and releases, and exercise any of his other rights by proxy or proxies appointed by an appointment form signed by such person or his duly appointed attorney-in-fact. A telegram or cablegram appearing to have been transmitted by the proper person, or a photographic, photostatic, or equivalent reproduction of a writing appointing a proxy shall be deemed to be a sufficient, signed appointment form.

          1.8. Place of Meeting. All meetings of shareholders shall be held at the place stated in the notice of meeting, which may be within or without the State of Missouri.

          1.9. Action Without Meeting. Except as provided in the corporations’s articles of incorporation, all action required or permitted to be taken at any shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by all shareholders entitled to vote thereon. The action taken by the shareholders shall be evidenced by one or more written consents describing the action taken, signed by the shareholders taking the action, and filed with the corporate records of the corporation. Action taken by the shareholders by written consent shall be effective when the written consents are delivered to the corporation or on the date specified in the consent.

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          2. RECORD DATE AND CLOSING SHARE TRANSFER BOOKS

          2.1. Closing Share Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may provide that the share transfer books shall be closed for a stated period but not to exceed, in any case, 70 days. If the share transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting.

          2.2. Record Date. In lieu of closing the share transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 70 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the first date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

          2.3. Adjournments. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the meeting is adjourned to a date more than 120 days from the date fixed for the original meeting.

          2.4 Shareholders’ List. After fixing a record date for a meeting of shareholders, the secretary of the corporation shall prepare a list of the names of all shareholders who are entitled to notice of the meeting. The list shall be arranged by voting group and shall show the address of and number of shares held by each shareholder. The shareholders’ list shall be available for inspection by any shareholder, beginning 10 business days before the meeting for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

3. SHARES

          3.1. Certificates. Each shareholder is entitled to one or more certificates certifying the number and class of shares held by him in such form as the directors may from time to time determine or approve in accordance with the Missouri General and Business Corporation Law. Such certificates shall be signed by the president or a vice president and by the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation. Any or all of the signatures on the certificate

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may be a facsimile. No certificate shall be issued for any share until such share is fully paid.

          3.2. Transfer. Shares may be transferred by delivery of the certificate for such shares endorsed or accompanied by a written assignment and signed by the appropriate person or persons. The corporation shall register the transfer as requested if (i) the certificate is endorsed or accompanied by a written assignment signed by the appropriate person or persons; (ii) reasonable assurance is given that those endorsements or signatures are genuine and effective; (iii) the corporation has no duty to inquire into adverse claims or has discharged any such duty; (iv) any applicable law relating to the collection of taxes has been complied with; and (v) the transfer is in fact rightful or is to a bona fide purchaser.

          3.3. Lost Certificates. The corporation shall issue a new certificate for shares in place of any certificate claimed by their owner to have been lost, destroyed, or wrongfully taken if the owner (i) so requests before the corporation has notice that the certificate has been acquired by a bona fide purchaser; (ii) files with the corporation a sufficient indemnity bond; and (iii) satisfies any other reasonable requirements imposed by the corporation.

4. DIRECTORS

          4.1. Number. The number of directors shall consist of one or more individuals determined from time to time by the shareholders at any annual meeting or any special meeting called for the purpose of the election of directors, but no decrease in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

          4.2. Election. The election of directors shall take place at the annual meeting of the shareholders or at any special meeting called for that purpose, and shall be held by written ballot if there are more nominees than the number of directors to be elected.

          4.3. Term. Each director shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified, or until his earlier resignation, removal, or death.

          4.4. Removal. At a meeting of shareholders called expressly for that purpose, any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. If less than the entire board is to be removed, no one of the directors may be removed if the votes sufficient to elect him under cumulative voting at an election of the entire board of directors is voted against his removal. Failure to elect a new director to replace a removed director shall be deemed to create a vacancy in the board.

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          4.5. Vacancies. Except as provided in articles of incorporation of the corporation, any vacancy occurring on the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, the board of directors or if the directors in office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to fill the vacancy if it is filled by the shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

          4.6. Directors’ Meetings. After each annual shareholders’ meeting, the directors may meet for the purpose of organization, the election of officers, and the transaction of other business. Such meeting shall be held at the place and time fixed by the shareholders at the annual meeting, and if a majority of the directors are present at such annual meeting no prior notice of such meeting need be given to the directors. The place and time of such organizational meeting may also be fixed by consent of all the directors. Other meetings shall be held at such times and places as may be determined by the directors. Special meetings of the directors may be called by the chairman of the board, if one is elected, the president, or any two directors. The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

          4.7. Notice of Meetings. The secretary shall give written notice either by personal delivery or by mail of the time and place of each meeting of directors, other than the annual meeting and any other regular meetings, to each director at least two days before the meeting. Directors’ meetings shall be held at the place stated in the notice, which may be within or without the State of Missouri. If mailed, such notice shall be deemed to have been given when deposited in the mail. The notice need not specify the business to be transacted at or the purposes of the meeting, and the directors may consider any matter at any meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

          4.8. Waiver of Notice. Whenever any notice is required to be given to any director under the provisions of the Missouri General and Business Corporation Law, the articles of incorporation, or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a director at a meeting of directors shall constitute a waiver by him of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and does not thereafter vote for or consent to action taken at the meeting.

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          4.9. Quorum. A majority of the number of directors fixed at the previous shareholders’ meeting shall constitute a quorum for the transaction of business at all directors’ meetings. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

          4.10. Action Without Meeting. Any action required or permitted to be taken at a board of director’s meeting may be taken without a meeting if the action is taken by all members of the board. The action taken shall be evidenced by one or more written consents describing the action taken, signed by each director, and filed with the corporate records of the corporation. Action by written consent of the directors shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

          4.11 Committees. The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the board of directors. No such committee shall have the authority of the board of directors in reference to amending the articles of incorporation, adopting a plan of merger or consolidation, authorizing distributions, recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, amending these bylaws, or any other action which committees are prohibited from taking under the Missouri General and Business Corporation Law. Each committee shall have two or more members, shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors.

          4.12 Compensation. Each director shall receive such compensation for his attendance at any regular or special meeting of directors or any committee thereof as may be fixed from time to time by the directors. He may also be reimbursed for his reasonable expenses incurred in attending meetings of the directors or any committee thereof.

5. OFFICERS

          5.1. Election. At each annual organizational meeting of directors, the directors shall elect a president and a secretary, and if desired, a chairman of the board, one or more vice presidents, a treasurer and such other officers and assistant officers as may be deemed necessary. Any two or more of such offices may be held by the same person. Election of an officer shall not of itself create contract rights.

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          5.2. Term. The officers of the corporation shall hold office until their successors are elected and qualified, or for such shorter period as the directors may provide, but any officer may be removed at any time, with or without cause, by the directors without prejudice to the contract rights, if any, of the officer so removed. The directors may fill any vacancy in any office at any time.

          5.3. Chairman of the Board. The chairman of the board, if one is elected, shall be a director, shall preside at all meetings of shareholders and directors, and shall have such other powers and duties as the directors may prescribe.

          5.4. President. Unless the chairman of the board, if one is elected, is so designated by the directors, the president shall be the chief executive officer of the corporation and shall exercise supervision over the business of the corporation and over its several officers subject to the control of the directors. In the absence of or if a chairman of the board shall not have been elected, the president shall preside at all meetings of shareholders, and at all meetings of directors if he is a director. The president shall have such other powers and duties as the directors may from time to time assign to him.

          5.5. Vice President. The vice president or vice presidents shall perform such duties as may from time to time be assigned to him or them by the directors or the president. At the request of the president or in case of his absence or disability, the vice president, or, if more than one, one of the vice presidents in the order of their seniority, shall perform all the duties of the president and when so acting shall have all of the authority of the president.

          5.6. Secretary. The secretary shall attend all meetings of the directors and of the shareholders and shall keep or cause to be kept a true and complete record of the proceedings of those meetings, and shall be responsible for authenticating records of the corporation. He shall give, or cause to be given, notice of all meetings of the directors and of the shareholders and shall perform whatever additional duties the board of directors and the president may from time to time prescribe.

          5.7. Treasurer. The treasurer shall have custody of all corporate funds and securities. He shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the corporation in a depository or depositories designated by the board of directors. He shall disburse the funds of the corporation and shall render to the president or the board of directors, whenever they may require it, an account of his transactions as treasurer and of the financial condition of the corporation. If requested by the president, the treasurer shall furnish a bond satisfactory to the president.

          5.8. Assistant Officers. Assistant and subordinate officers shall perform such duties as the directors or the president may prescribe.

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          5.9. Absence of Officers. In the absence of any officer of the corporation or for any other reason the directors may deem sufficient, the directors may delegate any or all of the powers or duties of such officer to any other officer or to any director.

          6. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

          6.1. Permissive Indemnification. To the fullest extent permitted by law, the corporation may indemnify or agree to indemnify any director, officer, employee or agent of the corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, and whether or not it is by or in the right of the corporation (subject to the limitations set forth below), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable expenses (including attorney’s fees), judgments, penalties, fines (including excise taxes assessed with respect to an employee benefit plan), and amounts paid in settlement incurred in connection with any such action, suit, or proceeding, if such director, officer, employee or agent of the corporation (i) conducted himself in good faith; (ii) reasonably believed (a) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest or (b) in all other cases, that his conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The conduct of a director, officer, employee or agent of the corporation with respect to an employee benefit plan of the corporation which is taken for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan shall be conduct that satisfies the requirement of subsection 6.1(ii)(b). The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not be, of itself, determinative that the director, officer, employee, or agent did not meet the standard of conduct described in this section. Notwithstanding the foregoing, a corporation may not indemnify a director, officer, employee, or agent of the corporation under this section (i) in connection with a proceeding by or in the right of the corporation in which the director, officer, employee, or agent was adjudged liable to the corporation; or (ii) in connection with any other proceeding charging improper personal benefit to such director, officer, employee, or agent of the corporation, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. In addition, the indemnification permitted under this section in connection with any proceeding by or in the right of the corporation shall be limited to reasonable expenses (including attorney’s fees) incurred in connection with the proceeding.

          6.2 Mandatory Indemnification. Unless limited by the corporation’s articles of incorporation, the corporation shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he

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was a party because he is or was a director or officer of the corporation against reasonable expenses (including attorney’s fees) incurred by him in connection with the proceeding.

          6.3 Advance for Expenses. The corporation may pay for or reimburse the reasonable expenses (including attorney’s fees) incurred by a director, officer, employee or agent of the corporation who is a party to any proceeding in advance of final disposition of the proceeding if the director, officer, employee or agent of the corporation (i) furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in subsection 6.1; (ii) furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct; and (iii) a determination is made in accordance with subsection 6.4 that the facts then known to those making the determination would not preclude indemnification under these bylaws or the Missouri General and Business Corporation Law.

          6.4 Determination for Indemnification. The corporation shall not indemnify a director, officer, employee or agent of the corporation under this section 6 unless authorized in the specific case after a determination has been made that the indemnification is permissible in the circumstances because the director, officer, employee or agent of the corporation has met the standard of conduct set forth in subsection 6.1. The determination shall be made (i) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) if such a quorum cannot be obtained, by a majority vote of a committee duly designated by the board of directors (in which designation directors who are parties to the proceeding may participate), consisting solely of two or more directors not at the time parties to the proceeding; (iii) by special legal counsel selected by the board of directors or its committee in the manner prescribed in subsections 6.4(i) and (ii), or, if a quorum of the board of directors cannot be obtained under subsection 6.4(i) and a committee cannot be designed under subsection 6.4(ii), by special legal counsel selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or (iv) by the shareholders, but shares owned by or voted under the control of directors, officers, employees or agents who are at the time parties to the proceeding shall not be voted on the determination. Authorization of indemnification and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to the reasonableness of expenses shall be made by those entitled under subsection 6.4(iii) to select such counsel.

          6.5 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership,

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joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have power to indemnify him against the same liability under this section 6 or the Missouri General and Business Corporation Law.

          6.6 Miscellaneous Provisions. The indemnification and advancement of expenses authorized by this section 6 shall (i) not be deemed exclusive of, and shall be in addition to, any other rights to which those seeking indemnification or advancement of expenses may be entitled; (ii) shall continue as to a person who has ceased to be a director, officer, employee or agent with respect to actions or omissions occurring during the time when such a person was a director, officer, employee or agent of the corporation; (iii) shall inure to the benefit of the heirs, executors and administrators of such a person; and (iv) shall not limit the corporation’s power to pay or reimburse expenses incurred by a director, officer, employee or agent in connection with his appearance as a witness at a proceeding at a time when he has not been named as a defendant in or responded to the proceeding.

7. SEAL

          The corporation shall have no seal unless the directors adopt a seal. If adopted, the seal shall be circular, approximately two inches in diameter, and shall have the name of the corporation engraved around the perimeter and the word “Seal” engraved across the diameter.

8. AMENDMENT

          These bylaws may be altered, amended or repealed or new bylaws adopted by the shareholders. All amendments shall be placed in the corporation’s minute book immediately following these bylaws.

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EX-3.7

Exhibit 3.7

File No. LLC 7206-03

CERTIFICATE OF

AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES LAUGHLIN, LLC

     William J. Yung, pursuant to and by virtue of Chapter 86 of the Nevada Revised Statutes, hereby certifies that.

     (i) He is the President of Wimar Tahoe Corporation (“Winwr”), which is the sole member of Columbia Properties Laughlin, LLC., a Nevada limited liability company (the “Company”);

     (ii) The Articles of Organization of the Company were filed with the Nevada Secretary of State on May 19,2003;

     (iii) In order to comply with the Nevada Gaming Act, the Articles of Organization of the Company shall be amended end restated in their entirety as follows by substituting Article VI as below for Article VI as contained in the original articles, and adding new Article VII:

“AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES LAUGHLIN, LLC

ARTICLE I
NAME

     Section 1.1 The name of the Company is Columbia Properties Laughlin, LLC.

ARTICLE II TERM

     Section 2.1. Unless earlier dissolved in accordance with the laws of the State of Nevada, the Company shall have perpenial existence.

ARTICLE III
RESIDENT AGENT AND REGISTERED OFFICE

     Section 3.1. The name of the initial resident agent, registered office where process may be served in uk State of Nevada is Jones, Jones, Close & Brown, Chartered, d/b/a Jones Vargas. 100 West Liberty Street, 12™ floor, Reno, Nevada 89501. The Company may, from time to time, in the manner provided by the laws of the Stale of Nevada, change the resident agent and the registered office within the State of Nevada,

ARTICLE IV
ORGANIZER

     Section 4.1, The name and address of the organizer signing these Articles of Organization is:

Name	Address
Michael G. Alonso	100 West Liberty Street, 12 th floor
	Reno NV 89501

ARTICLE V
MANAGEMENT

     Section, 5.1. Management by Member. The management of the Company is reserved to the Member.

     Section 5.2. Name and Address of Member. The name and address of the Member of the Company is:

Name	Address
Wimar Tahoe Corporation	207 Grandview Drive
	Fort Mitchell KY 41047

     Section 5.3, Rights of the Member. The Member shall have the right to contract debts on behalf of the Company and to execute, acknowledge and deliver instruments and documents providing for the acquisition, mortgage, encumbrance, or disposition of real and personal property, and do all acts in the name of and on behalf of the Company,

ARTICLE VI
GAMING PURPOSE

     Section 6.1. The character and general nature of the business to be conducted by the Company shall include the operation of the casino and hotel currently known as the River Palms Hotel and Casino in Laughlin, Nevada.

ARTICLE VII

GAMING RESTRICTION

Section 7.1, Notwithstanding any theing to the contrary articles, the sale, assignment, transfer, pledge or other disposition, of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member which owns an interest is unsuitable to hold that interest, the Commission shall immediately notify the Company of that feet The Company shall, within 10 days from the date that it receives notice From the Commission, return to the unsuitable member the amount of his capital account as reflected on the books of the Company, Beginning on the dote when the Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the Company, it is unlawful for the unsuitable member; (a) To receive any share of the distribution, of profits or cash or any other property of, or payments upon dissolution of the Company, other than a return of capital as required above; (b) To exercise directly or through a trustee or nominee, any voting right conferred by such interest; (c) To participate in the management of the business and affairs of the Company; or (d) To receive any remuneration in any form from the Company, for services rendered or otherwise.

     Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, at which time the Company shall within 10 days, after the Company receives notice from the Commission, return to the member in cash, the amount of his capital account as reflected on the books of the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

article viii

PRINCIPAL PLACE OF BUSINESS

     Section 8.1. The Company shall be authorized to maintain its principal place of business in any of the states of the United Stares of America, the District of Columbia, the territories of the United States and any foreign country, to the extent permitted by the laws of such jurisdiction.

ARTICLE IX
INDEMNIFICATlON AND PAYMENT OF EXPENSES

     Section 9.1. Indemenification and Payment of Expenses. In. addition to any Other rights of indemnification permitted by the laws of the State of Nevada as may be provided for by the Company in its operating agreement or by any other agreement, the expenses of the member, or any of the member’s stockholders, directors, officers, employees or agents, incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such member, or any of the member’s stockholders, directors, officers, employees or agents, in his or its capacity as such and acting on behalf of the Company, must be paid by the Company, or through insurance purchased and maintained by the Company or the member, or through, other financial arrangements made by the Company or the member permitted by the laws of the State of Nevada, as they are incurred! and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking by or on behalf of the member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or it is not entitled to be indemnified by the Company.

     Section 9.2. Repeal. Modification and Conflicts. Any repeal or modification of Section 9.1 approved by the member or members of the Company shall be prospective only. In the event of any conflict between Section 9.1 and any other article of the Company’s articles of organization, the terms and provisions of Section 9.1 shall control.”

     (iv). The foregoing Amended and Restated Articles of Organization have been duly approved by Wimar as the sole the member of the Company.

DATED this 29 day of May, 2003.

WIMAR TAHOE CORPORATION
By:	/s/ William J. Yung
	William J. Yung President

STATE OF KENTUCKY

COUNTY OF KENTON

This instrument was acknowledged before me on this [ILLEGIBLE] day of May, 2003 by William J. Yung as President of Wimar Tahoe Corporation.

COLLEEN MACHCINSKI          
Notary Public, Kentucky State at Large
My Commission Expires Sept. 16, [ILLEGIBLE]

EX-3.7(A)

Exhibit 3.7(a)

COLUMBIA PROPERTIES LAUGHLIN, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

     THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and entered into as of January 3, 2007, by and among Columbia Properties Laughlin, LLC, a Nevada limited liability company (the “Company”) and Wimar OpCo, LLC (the “Member”). The parties hereto, intending to be legally bound, agree as follows:

     1. Formation of Limited Liability Company. The Company was organized as a limited liability company pursuant to NRS 86 (the “Act”) by the filing of Articles of Organization on May 19, 2003, as amended and restated on May 30, 2003 (the “Articles”), with the Secretary of State of Nevada as required by the Act. The Member hereby adopts and ratifies the Articles, as amended and restated, a copy of which is attached as Exhibit A hereto, and ratifies the actions of the Company’s organizer. In the event of a conflict between the terms of this Operating Agreement and the terms of the Articles, the terms of the Articles shall prevail.

     2. Name. The name of the Company shall be Columbia Properties Laughlin, LLC.

     3. Statutory Agent. The Company’s statutory agent shall be Jones, Jones, Close & Brown, Chartered, d/b/a Jones Vargas, 100 West Liberty Street, 12^th Floor, Reno, Nevada 89501. The Member may, at any time and from time to time, change the statutory agent of the Company.

     4. Purpose. The Company is formed for the purpose of engaging in any activity in which limited liability companies may lawfully engage. The Company shall have all the powers necessary, incidental or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

     5. Fiscal Year. The fiscal year of the Company shall be the calendar year or such other fiscal year as the Member shall determine pursuant to the provisions of Code Section 706(b).

     6. Term. The Company was formed on the date of filing of the Articles of Organization and its period of existence shall be perpetual.

     7. Initial Capital Contribution. Upon execution of this Agreement, the Member shall contribute to the Company cash, property, services rendered, promissory notes or any other binding obligation to contribute cash or property or to perform services of the type and in the amount set forth opposite the Member’s name on Schedule 1 attached hereto. In exchange for such capital contribution, the Member shall receive the number of units of ownership interest in the Company (“Units”) set forth opposite the Member’s name on Schedule 1. The Member hereby acknowledges and agrees that the Units are being purchased for the Member’s own account and for investment purposes only and not for resale in connection with the distribution or public offering of the Units within the meaning of the Securities Act of 1933, the Nevada Securities Act, or any other applicable securities laws and rules. A Member’s interest in

the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Each such certificate shall set forth the number of Units issued and outstanding and the number of Units issued to the holder of the certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the Company.

     8. Limited Liability. The Member shall not be personally liable to satisfy any judgment, decree, or order of a court for, or be personally liable to satisfy in any other manner, any debt, obligation, or liability of the Company solely by reason of being a Member.

     9. Management and Control in General. The Member shall have full and exclusive power to manage and control the business and affairs of the Company. The Member is the agent of the Company for the purpose of its business. Any act of the Member in apparently carrying on in the usual way the business of the Company shall bind the Company.

     10. Officers. The Member may elect a president, one or more vice presidents, treasurer, secretary and such other officer or officers as it may deem necessary. Any two or more of such offices may be held by the same person. The officers of the Company shall hold office until their successors are elected and qualified, or for such order period as the Member may provide, but any officer may be removed at any time, with or without cause, by the Member without prejudice to the contract rights, if any, of the officers who were removed. The Member may fill any vacancy in the office at any time. All of the officers of the Company shall at all times be and remain subject to the direction or control of the Member.

     11. Transfer of Units. The Member may transfer all or any portion of the Units at any time and, unless in the instrument of transfer the Member withholds the membership rights with respect to the transferred Units, such transferee shall be admitted as a Member and shall be entitled to all membership rights with respect to the transferred Units.

     12. Unit Journal. The Member shall maintain a journal of ownership of all of the outstanding Units containing the name and address of each Member, the number of Units held and whether such Unit holder is a Member (the “Journal”). The Unit Journal shall be conclusive evidence of the ownership of the Units and status as a Member absent manifest error.

     13. Dissolution of the Company. The Company shall be dissolved upon the action of the Member or Members holding a majority of the Units held by all the Members.

     14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

     15. Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto. This Agreement may be amended only by a written amendment signed by the Member.

2

     16. No Third Party Rights. This Agreement and the covenants and agreements contained herein are solely for the benefit of the parties hereto. No other person shall be entitled to enforce or make any claims, or have any right pursuant to the provisions of this Agreement.

     The undersigned have signed this Agreement as of the date set forth above.

COLUMBIA PROPERTIES LAUGHLIN, LLC		MEMBER:
By:	Wimar OpCo, LLC	WIMAR OPCO, LLC
Its:	Sole Member
By:	Wimar Tahoe Corporation	By:	Wimar Tahoe Corporation
Its:	Manager	Its:	Manager
By:	/s/ WILLIAM J. YUNG	By:	/s/ WILLIAM J. YUNG
	Name: WILLIAM J. YUNG		Name: WILLIAM J. YUNG
	Title:   PRESIDENT		Title:   PRESIDENT

3

SCHEDULE 1

SCHEDULE OF INITIAL MEMBER, CAPITAL CONTRIBUTIONS AND UNITS

Name and Address	Description and Agreed Value
of Member	of Capital Contribution		Units
Wimar OpCo, LLC	$	100.00		100
207 Grandview Drive
Ft. Mitchell, KY 41017

EXHIBIT A

[Insert copy of Articles of Organization]

EX-3.8

EXHIBIT 3.8

                           Delaware                                              PAGE 1

The First State                                   

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CP LAUGHLIN REALTY, LLC”, FILED IN THIS OFFICE ON THE FIRST DAY OF AUGUST, A.D. 2003, AT 9:59 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

[SEAL] 3688341 8100	/s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State AUTHENTICATION: 2561381
030503469	DATE: 08-01-03

CERTIFICATE OF FORMATION

OF

CP Laughlin Realty, LLC

          1. The name of the limited liability company is CP Laughlin Realty, LLC.

     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of CP Laughlin Realty, LLC this 1st day of August 2003.

/s/ Edwin Rivera  

Edwin Rivera, duly authorized 

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:38 AM 08/01/2003
FILED 09:59 AM 08/01/2003
SRV 030503469 — 3688341 FILE

EX-3.8(A)

Exhibit 3.8 (a)

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CP LAUGHLIN REALTY, LLC”, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF DECEMBER, A.D. 2006, AT 1:38 O’CLOCK P. M.

3688341     8100		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
061200822		AUTHENTICATION: 5317702
		DATE: 12-29-06

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:51 PM 12/29/2006
FILED 01:38 PM 12/29/2006
SRV 061200822 – 3688341 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company. CP Laughlin Realty, LLC
2.	The Certificate of Formation of the limited liability company is hereby amended as follows: See Exhibit A attached hereto.
	IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 29th day of December, A.D. 2006.

By:	/s/ Theodore R. Mite
	Authorized Person(s)
Name:		CSC Holding, LLC, its Member
Print or Type

Exhibit A

The Certificate of Formation of CP Laughlin Realty, LLC, a Delaware limited liability company (the “Company”), is hereby amended by adding the following as Article 3:

     Purpose. The Company is formed for the purpose of (i) acquiring, owning, and leasing the real property and improvements on which the River Palms Hotel and Casino, Laughlin, Nevada, is located; (ii) entering into the Financing Documents and any and all documents contemplated by the Financing Documents and the performance of the obligations of the Company thereunder, including the grant of guarantees, the grant of security and the compliance with the affirmative and negative covenants, registration rights agreements, indemnities, representations and warranties and other agreements and obligations set forth therein; and (III) engaging in any other lawful act or activity. The Company shall have all the powers necessary, incidental, or convenient to effect any purpose for which it is formed, including all powers granted by the Act. For purposes of this Article, “Financing Documents” shall mean (i) the Credit Agreement to be entered into by and among Wimer OpCo, LLC (d/b/a Tropicana Entertainment)(“Tropicana Entertainment”), Wimar OpCo Intermediate Holdings, LLC, CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino LLC, Credit Suisse, as Administrative and Collateral Agent, the other Agents and Arrangers party thereto and the Lenders party thereto (the “Credit Agreement”), (ii) each other Loan Document (as defined in the Credit Agreement), (iii) the Indenture, to be dated on or about December 28, 2006 (the “Indenture”), among Tropicana Entertainment, Wimar OpCo Finance Corp. (d/b/a Tropicana Finance) (“Tropicana Finance” and, together with Tropicana Entertainment, the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”), to be supplemented by the Supplemental Indenture to be dated on or about January 3, 2007, among the Notes Guarantors identified therein (including the Company), the Issuers and the Trustee, (iv) the Securities (as defined in the Indenture) to be issued under the Indenture, (v) the Purchase Agreement dated December 14, 2006, among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers identified therein, together with the counterparts thereto executed by the guarantors of the Securities (including the Company), and (vi) the Registration Rights Agreement to be dated on or about December 28, 2006, among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the Initial purchasers identified therein, together with the counterparts thereto executed by the guarantors of the Securities (including the Company), in each case as such agreements and documents may be amended, modified or supplemented from time to time.

EX-3.9

Exhibit 3.9

CP LAUGHLIN REALTY, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

     THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and entered into as of November 30, 2003 by and between CP LAUGHLIN REALTY, LLC, a Delaware limited liability company (the “Company”) and CSC HOLDINGS, LLC (the “Member”). The parties hereto, intending to be legally bound, agree as follows:

     1. Formation of Limited Liability Company; Amendment and Restatement of Agreement. On August 1, 2003, the Company was organized as a limited liability company pursuant to Title 6, Subtitle II, Chapter 18 of the Delaware Limited Liability Company Act (the “Act”) by the filing of Certificate of Formation (“Certificate”) with the Secretary of State of Delaware as required by the Act. The original member of the Company, Primrose Acquisitions, Inc. (the “Original Member”) and Columbia Sussex Corporation, as Manager of the Company, entered into an Operating Agreement for the Company dated August 1, 2003 (the “Original Operating Agreement”). Pursuant to an Assignment of LLC Membership Interest dated November 30, 2003, the Original Member transferred all of its interest in the Company to the Member. The parties desire to amend and restate the Original Operating Agreement as set forth in this Agreement. The Member hereby adopts and ratifies the Certificate, a copy of which is attached as Exhibit A hereto, and ratifies the actions of the Company’s organizer. In the event of a conflict between the terms of this Operating Agreement and the terms of the Certificate, the terms of the Certificate shall prevail.

     2. Name. The name of the Company shall be CP Laughlin Realty, LLC.

     3. Statutory Agent. The Company’s initial statutory agent shall be The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle. The Member may, at any time and from time to time, change the statutory agent of the Company.

     4. Purpose. The Company is formed for the purpose of engaging in any activity in which limited liability companies may lawfully engage. The Company shall have all the powers necessary, incidental or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

     5. Fiscal Year. The fiscal year of the Company shall be the calendar year or such other fiscal year as the Member shall determine pursuant to the provisions of Code Section 706(b).

     6. Term. The Company was formed on the date of filing of the Certificate of Formation and its period of existence shall be perpetual.

     7. Capital Contribution. Upon execution of this Agreement, the Member shall contribute to the Company cash, property, services rendered, promissory notes or any other binding obligation to contribute cash or property or to perform services of the type and in the amount set forth opposite the Member’s name on Schedule 1 attached hereto. In exchange for such capital contribution, the Member shall receive the number

of units of ownership interest in the Company (“Units”) set forth opposite the Member’s name on Schedule 1. The Member hereby acknowledges and agrees that the Units are being purchased for the Member’s own account and for investment purposes only and not for resale in connection with the distribution or public offering of the Units within the meaning of the Securities Act of 1933, the Delaware Securities Act, or any other applicable securities laws and rules.

     8. Limited Liability. The Member shall not be personally liable to satisfy any judgment, decree, or order of a court for, or be personally liable to satisfy in any other manner, any debt, obligation, or liability of the Company solely by reason of being a Member.

     9. Management and Control in General. The initial number of Managers of the Company shall be one (1) and such Manager shall be Columbia Sussex Corporation. The Manager shall have full and exclusive power to manage and control the business and affairs of the Company. The Manager is the agent of the Company for the purpose of its business. Any act of the Manager in apparently carrying on in the usual way the business of the Company shall bind the Company.

     10. Officers. The Manager may elect a president, one or more vice presidents, treasurer, secretary and such other officer or officers as it may deem necessary. Any two or more of such offices may be held by the same person. The officers of the Company (if any) shall hold office until their successors are elected and qualified, or for such order period as the Manager may provide, but any officer may be removed at any time, with or without cause, by the Manager without prejudice to the contract rights, if any, of the officers who were removed. The Manager may fill any vacancy in the office at any time. All of the officers of the Company shall at all times be and remain subject to the direction or control of the Manager.

     11. Transfer of Units. The Member may transfer all or any portion of the Units at any time and, unless in the instrument of transfer the Member withholds the membership rights with respect to the transferred Units, such transferee shall be admitted as a Member and shall be entitled to all membership rights with respect to the transferred Units.

     12. Unit Journal. The Member shall maintain a journal of ownership of all of the outstanding Units containing the name and address of each Member, the number of Units held and whether such Unit holder is a Member (the “Journal”). The Unit Journal shall be conclusive evidence of the ownership of the Units and status as a Member absent manifest error.

     13. Dissolution of the Company. The Company shall be dissolved upon the action of the Member or Members holding a majority of the Units held by all the Members.

     14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

     15. Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject

matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto, including the Original Agreement. This Agreement may be amended only by a written amendment signed by the Member.

     16. No Third Party Rights. This Agreement and the covenants and agreements contained herein are solely for the benefit of the parties hereto. No other person shall be entitled to enforce or make any claims, or have any right pursuant to the provisions of this Agreement.

     The undersigned have signed this Agreement as of the date set forth above.

CP LAUGHLIN REALTY, LLC		MEMBER:
By:	Columbia Sussex Corporation	CSC HOLDINGS, LLC
Its:	Manager
By:	/s/ Edward Rofes	By:	/s/ Edward Rofes
	Edward Rofes, Vice-President-Finance		Edward Rofes, Vice-President-Finance

EX-3.9(A)

EXHIBIT 3.9(a)

CP LAUGHLIN REALTY, LLC

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT

     THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Amendment”) is made and entered into as of December 29, 2006 by CSC HOLDINGS, LLC, an Ohio limited liability company (the “Member”).

     1. Recitals. The Member and CP Laughlin Realty, LLC, a Delaware limited liability company (the “Company”), are parties to a Limited Liability Company Operating Agreement dated as of November 30, 2003 (the “Agreement”). The Member desires to amend the Agreement in accordance with the terms of this Amendment.

     2. Amendments.

          (a) Section 4 of the Agreement is hereby amended and restated in its entirety to read as follows:

     “4. Purpose. The Company is formed for the purpose of (i) acquiring, owning, and leasing the real property and improvements on which the River Palms Hotel and Casino, Laughlin, Nevada, is located; (ii) entering into the Financing Documents (as defined hereafter) and any and all documents contemplated by the Financing Documents and the performance of the obligations of the Company thereunder, including the grant of guarantees, the grant of security and the compliance with the affirmative and negative covenants, registration rights agreements, indemnities, representations and warranties and other agreements and obligations set forth therein; and (iii) engaging in any other lawful act or activity. The Company shall have all the powers necessary, incidental, or convenient to effect any purpose for which it is formed, including all powers granted by the Act. For purposes of this Agreement, “Financing Documents” shall mean (i) the Credit Agreement to be entered into by and among Wimar OpCo, LLC (d/b/a Tropicana Entertainment)(“Tropicana Entertainment”), Wimar OpCo Intermediate Holdings, LLC, CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino LLC, Credit Suisse, as Administrative and Collateral Agent, the other Agents and Arrangers party thereto and the Lenders party thereto (the “Credit Agreement”), (ii) each other Loan Document (as defined in the Credit Agreement), (iii) the Indenture, to be dated on or about December 28, 2006 (the “Indenture”), among Tropicana Entertainment, Wimar OpCo Finance Corp. (d/b/a Tropicana Finance) (“Tropicana Finance” and, together with Tropicana Entertainment, the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”), to be supplemented by the Supplemental Indenture to be dated on or about January 3, 2007, among the Notes Guarantors identified therein (including the Company), the Issuers and the Trustee, (iv) the Securities (as defined in the

Indenture) to be issued under the Indenture, (v) the Purchase Agreement dated December 14, 2006, among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers identified therein, together with the counterparts thereto executed by the guarantors of the Securities (including the Company), and (vi) the Registration Rights Agreement to be dated on or about December 28, 2006, among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers identified therein, together with the counterparts thereto executed by the guarantors of the Securities (including the Company), in each case as such agreements and documents may be amended, modified or supplemented from time to time.”

          (b) Section 7 of the Agreement is hereby amended to include the following language:

“A Member’s interest in the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Each such certificate shall set forth the number of Units issued and outstanding and the number of Units issued to the holder of the certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the Company.”

     3. Remainder of Agreement. Except as amended by this Amendment, the Agreement shall remain in full force and effect.

     Signed as of the date above.

CSC HOLDINGS, LLC
By:	/s/ Theodore R. Mitchel
	Theodore R. Mitchel, Secretary/Treasurer

EX-3.10

EXHIBIT 3.10

State of Mississippi Secretary of State’s Office Eric Clark Secretary of State Jackson, Mississippi CERTIFICATE I, ERIC CLARK, Secretary of State of the State of Mississippi, and as such the legal custodian of the records as required by The Mississippi Limited Liability Company Act to be filed in my office do hereby certify that: COLUMBIA PROPERTIES VICKSBURG, LLC Formed January 23,2003 A Mississippi Limited Liability Company has filed the necessary documents in this office and has obtained a certificate of formation under the provisions of The Mississippi Limited Liability Company Act as shown by the records in this office. That the registered office of said Limited Liability Company is located at: 631 LAKELAND EAST DRIVE FLOWOOD MS 39232 and that the registered agent at that address is: C T CORPORATION SYSTEM I further certify that said Limited Liability Company has paid the fees for filing the above papers required by law as shown by the records of this office and that said Limited Liability Company is in good standing to do business in Mississippi at this time.

Given under my hand and seal of office January 27,2003 /s/ ERIC            CLARK, — ERIC CLARK, Secretary of State

A* F0100 — Page 1 of 2 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333 The undersigned, pursuant to Senate Bill No. 2395, Chapter 402, Laws of 1994, hereby executes the following document and sets forth: 1. Name of the Limited Liability Company Columbia Properties Vicksburg, LLC 2. The future effective date is (Complete if applicable) 3. Federal Tax ID ;X!S!=aS!!V y^FiLED X^ Applied for £1/23/2003 1 rr ___ft ERIC CLARK

Secretary of State

4. Name and Street Address of the Registered Agent and Registered Office is Name CT Corporation System Adto 631 Lakeland East Drive P.O. Box City, State, ZIPS, ZIP4 FloWOOd MS 39208 - 5. If the Limited Liability Company is to have a specific date of dissolution, the latest date upon which the Limited Liability Company is to dissolve

6. Is full or partial management of the Limited Liability Company vested in a manager or
managers? (Mark appropriate box)

Yes No | i

7. Other matters the managers or members elect to include § ___*___

F0100 - Page 2 of 2 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333 By: Signature (Pltase keep writing within blocks) ^^^7^0 Printed Name Theodore R. Mitchel Title Secretary Street and Mailing Address A^ 207 Grandview Drive___ P.O. Box City, State, ZIPS, ZIP4 Ft Mitchell J KY 41017 — "•• f . _ By: Signature (Please keep writing within blocks) ) Printed Name —»«—•-• ^^ —«—— Street and Mailing Address I ^ ~ ~ 3s i iii .. i’ ‘ i g (ft \ a; Physical “& “5 >A/1 Address ___| $ ](•$ — £ « W > £ s? \8x I P.O. Box 1 <» cO< h I___I gj« V)| —1 r^—i i-— —1 i^ City, State, ZIPS, ZIP4 — 111} Si •= \

EX-3.11

EXHIBIT 3.11

COLUMBIA PROPERTIES VICKSBURG, LLC

LIMITED LIABILITY COMPANY AGREEMENT

     THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of January 23, 2003, by and among COLUMBIA PROPERTIES VICKSBURG, LLC, a Mississippi limited liability company (the “Company”), and the persons who have executed this Agreement or a counterpart hereof. The parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1.
ORGANIZATION

     1.1 Formation of Limited Liability Company. On January 23, 2003, the Company was organized as a limited liability company pursuant to the Act by the filing of a Certificate of Formation (“Certificate”) with the Secretary of State of Mississippi as required by the Act. The Members hereby adopt and ratify the Certificate, a copy of which is attached as Exhibit A hereto, and ratify the actions of the Company’s organizer(s). In the event of a conflict between the terms of this Agreement and the terms of the Certificate, the terms of the Certificate shall prevail.

     1.2 Name. The name of the Company shall be COLUMBIA PROPERTIES VICKSBURG, LLC.

     1.3 Registered Agent. The Company’s initial registered agent shall be CT Corporation System, 631 Lakeland East Drive, Flowood, Mississippi 39208. The Manager(s) may, at any time and from time to time, change the registered agent of the Company without the consent of, or notice to, the Members.

     1.4 Purpose. The Company is formed for the purpose of (i) acquiring, owning, and operating the riverboat gaming facility currently known as Harrah’s Vicksburg Casino and the hotel currently known as Harrah’s Vicksburg Hotel, both in Vicksburg, Mississippi, together with all appurtenances and privileges and other real and personal property related thereto, and (ii) engaging in any activity necessary, advisable, incidental, or convenient to the foregoing. The Company shall have all the powers necessary, incidental or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

     1.5 Fiscal Year. The fiscal year of the Company shall be the calendar year or such other fiscal year as the Manager(s) shall determine pursuant to the provisions of Code Section 706(b).

     1.6 Term. The Company was formed on the date of filing of the Certificate and its period of existence shall be perpetual.

ARTICLE 2.
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

     2.1 Capital Contributions. Upon execution of this Agreement, each Member shall contribute to the Company cash in the amount set forth opposite such Member’s name on Schedule 1 attached hereto. In exchange for such capital contribution, each Member shall receive the number of Voting Units and Nonvoting Units set forth opposite such Member’s name on Schedule 1. The Members may make and the Company may accept additional capital contributions, as mutually agreed by the Company and the Members.

     2.2 Capital Accounts. Separate capital accounts shall be maintained by the Company for each Member. The capital account of each Member shall be credited with the Member’s capital contributions (at fair market value with respect to contributed property, net of any liabilities assumed by the Company in connection with such contribution or to which such contributed property is subject) and shall be appropriately adjusted to reflect each Member’s allocations of Net Profits and Net Losses, the fair market value of property distributed (net of any liabilities assumed by such Member or any liabilities to which such property is subject) to the Member and such other adjustments as shall be required by Code Section 704 and the regulations promulgated thereunder.

     2.3 Limited Liability. No Manager or Member shall be personally liable to satisfy any judgment, decree, or order of a court for, or be personally liable to satisfy in any other manner, any debt, obligation, or liability of the Company solely by reason of being a Manager or Member.

     2.4 No Interest on or Right to Withdraw Capital Contributions. No interest shall be paid by the Company on capital contributions or on the balance in any capital account and no Member shall have the right to withdraw the Member’s capital contribution or to demand or receive a return of the Member’s capital contribution.

     2.5 Additional Units. Subsequent to the initial issuance of Units, additional Units may be issued and sold by the Company to any Person, whether or not already a Member, upon such terms and conditions as are determined by the Manager(s) (the “Additional Units”); provided however, that no Additional Units shall be issued and sold unless such Additional Units shall have first been offered to the Members pursuant to Section 2.7 below. Any Person purchasing Additional Units shall become a Member of the Company for all purposes upon signing a counterpart to this Agreement. The issuance and sale of Additional Units and the admission of the purchaser as an additional Member shall not cause the dissolution of the Company.

     2.6 Investment Representations and Acknowledgments. Each of the Members represents and acknowledges to the Company, with respect to the issuance of Units to such Member, as follows:

          (a) The Units are being purchased for the Member’s own account and for investment and not with a view to or for resale in connection with any distribution or public offering of the Units within the meaning of the Securities Act of 1933, state securities laws, and other applicable securities laws and rules (collectively the “Securities Laws”).

          (b) The Member has such knowledge and experience in financial and business matters that the Member is capable of evaluating the merits and risks of the purchase of the Units.

          (c) All documents, records, and books pertaining to the Company and the purchase of the Units have been made and are available to the Member and representatives of the Member, and the Member has had an opportunity to ask questions of and receive answers from all persons related to the Company concerning the Company and the Units.

          (d) Neither the Company nor any person acting on its behalf has offered or sold the Units by, or used in connection with such offer or sale, any form of general solicitation or general advertising, including without limitation, any handbills or any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

          (e) No commission, discount, or remuneration (excluding any legal, accounting, and printing fees) has been paid or given directly or indirectly in connection with the offer or sale of the Units or for soliciting any prospective buyer.

          (f) The Units have not been registered under any of the Securities Laws and cannot be resold or otherwise disposed of and must be held indefinitely unless they are subsequently registered under the Securities Laws or an exemption from registration is available.

          (g) The exemption under Rule 144 under the Securities Act of 1933 for a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, an issuer, and who has held for at least one year securities of an issuer concerning which there is available specified public information, will not be available because the Company does not contemplate making available such public information and it is not likely that a trading market in the Units will develop sufficiently to satisfy the “broker’s transaction” requirement of Rule 144.

          (h) The exemption under Rule 144 for a person other than a person described in paragraph (g) above who has held securities for at least two years will be available without regard to whether there is available specified public information concerning the Company or whether a trading market in the Units will develop sufficiently to satisfy the “broker’s transaction” requirement, but no market now exists or is expected to develop for the resale of the Units.

          (i) The Company is under no obligation and does not intend to register the Units under the Securities Laws or to effect compliance with any exemption from registration under the Securities Laws in the future.

     2.7 Pre-Emptive Rights.

          (a) Before the Company may issue and sell Additional Units to any Person, including an existing Member, the Company must first offer (the “Offer”) to sell such Additional Units to all of the existing Members in accordance with this Section. The Offer must be bona fide, be in writing and be an offer with respect to all of the Additional Units offered by the Company. The Offer must identify and set forth the number of Additional Units subject to the Offer, the purchase price thereof, which must be stated in United States dollars (the “Offer Price”), the terms of payment of the Offer Price and the closing date, which shall not be earlier than thirty (30) days or later than one hundred twenty (120) days after the date notice of the Offer is given to the Members (collectively, the “Offer Terms”).

          (b) Effective upon the date the notice of the Offer is given by the Company to the Members (the “Notice Date”), each of the Members shall have the option to purchase, upon the Offer Terms, the number of Additional Units subject to the Offer multiplied by a fraction in which the numerator is the number of Units such Member owns and the denominator is the aggregate number of Units owned by all the Members. In order to exercise such option, a Member must give notice of such exercise to the Company within fifteen (15) days after the Notice Date.

          (c) The closing of all purchases under this Section shall take place thirty (30) days after the Notice Date or such other time as the parties to such closing agree. If any Member (or such Members’ representative) fails to appear at the closing or appears and fails to purchase the Additional Units which such Member is obligated to purchase, the closing shall be adjourned two business days and at such adjourned closing such Member may purchase such Additional Units.

          (d) If any Member does not exercise such Member’s option to purchase such Member’s proportionate share of the Additional Units, or if any Member exercises such option but fails to purchase such Member’s proportionate share of the Additional Units in accordance with Paragraph (c) above, the Company may sell the Additional Units not purchased by such Member pursuant to this Section to any Person, including any other Member, provided such sales shall occur not later than one hundred eighty (180) days after the Notice Date and only in accordance with the Offer Terms, except that the sales price may exceed the Offer Price.

ARTICLE 3.
ALLOCATIONS AND DISTRIBUTIONS

     3.1 Allocation of Net Profits and Net Losses.

          (a) All Net Profits and Net Losses shall be allocated among the Members as set forth in this Section; provided, that federal income tax attributes of property contributed to the Company shall be allocated among Members so as to take into account the variation between the federal income tax basis of the property to the Company and its fair market value at the time of its contribution to the Company utilizing any method selected by the Manager(s) that is authorized by Code Section 704(c) and the regulations promulgated thereunder.

          (b) Except as provided in Section 3.1(a), Net Profits shall be allocated at the end of each tax year of the Company among Members as follows:

               (i) First, to any Members having negative capital account balances, in proportion to and to the extent of such negative balances;

               (ii) Second, to the extent Net Losses were previously allocated under Section 3.1(c)(ii) and were not offset by previous allocations of Net Profits under this Section 3.1(b)(ii), Net Profits equal to the amount of such Net Losses shall be allocated in the manner such Net Losses were allocated; and

               (iii) The balance, if any, to Members in proportion to their respective ownership of Units.

          (c) Except as provided in Section 3.1(a), Net Losses shall be allocated at the end of each tax year of the Company among Members as follows:

               (i) First, to the extent Net Profits were previously allocated under Section 3.1(b)(iii) and were not offset by previous allocations of Net Losses under this Section 3.1(c)(i), Net Losses equal to the amount of such Net Profits shall be allocated in the manner such Net Profits were allocated;

               (ii) Second, to any Members having positive capital account balances, in proportion to and to the extent of such positive balances; and

               (iii) The balance, if any, to Members in proportion to their respective ownership of Units.

     3.2 Distributions.

          (a) Subject to Section 3.3, distributions to Members shall be made in such amounts and at such times as the Manager(s) shall determine and among the Members in the following proportions:

               (i) First, to Members having positive capital account balances, in proportion to and to the extent of such positive balances; and

               (ii) The balance, if any, to Members in proportion to their respective ownership of Units.

          (b) For purposes of this Section, neither a reimbursement to a Manager or a Member for an expenditure properly considered as a cost or expense of the Company, nor the payment by the Company of any fee to a Manager or Member, nor the payment to a Manager or Member of any principal or interest on any loan, shall be considered a distribution to a Member, and the Company may make any such reimbursement, payment, or repayment prior to any distribution to Members under this Section.

          (c) All distributions, upon dissolution or otherwise, shall be made solely from the Property and no Member (even if the Member has a deficit balance in the Member’s capital account) or Manager shall be personally liable for any such return. Any securities or other assets distributed to the Members shall be valued at their fair market value as determined in good faith by the Liquidator.

     3.3 Required Minimum Distributions.

          (a) On or before April 1 of each calendar year, the Company shall make a per Unit distribution in respect of the Company’s most recently ended tax year to Members of record on the last day of such year in an amount, determined by the Manager(s), equal to the Required Minimum Distribution, as defined below. The Required Minimum Distribution for each tax year shall be equal to the highest federal, state and local income taxes payable per Unit by any Member in respect of the Company’s net taxable income for such tax year (or by any direct or indirect owner of any Member or beneficiary of a trust that is a Member who incurs income tax liability in respect of the Company’s net taxable income).

          (b) Any cash distribution which exceeds the amount of the Required Minimum Distribution for any tax year shall not affect the determination of the Required Minimum Distribution for any subsequent tax year. Notwithstanding any other provision of this Agreement, the Company shall be under no obligation to make any Required Minimum Distribution if such distribution is then prohibited under applicable law or any agreement to which the Company is a party.

          (c) In recognition of the fact that some of the Members (or some of the direct or indirect owners of a Member or beneficiaries of a trust that is a Member who incurs income tax liability in respect of the Company’s net taxable income) may be required to make quarterly payments of estimated taxes in respect of the Company’s net taxable income, the Company may, if the Manager(s) so determines, make cash distributions of an estimate of the Required Minimum Distributions in quarterly installments (payable on or before the first day of January, April, July and October) in order to permit such persons to pay their quarterly estimated taxes.

ARTICLE 4.
MANAGEMENT: RIGHTS, POWERS AND OBLIGATIONS OF THE MANAGERS

     4.1 Management and Control in General.

          (a) Subject to Sections 4.1(c) and 5.2(b), the business of the Company shall be exercised by or under the direction of the Manager(s). No Member, acting solely in the capacity as a member, is an agent of the Company or shall have any right to act on behalf of or to bind the Company. Each Manager shall have all the rights, powers and obligations of a manager as provided in the Act and as otherwise provided by law. Every Manager is an agent of the Company for the purpose of its business and affairs, and the act of any Manager, including, but not limited to, the execution in the name of the Company of any instrument for apparently carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Manager so acting has, in fact, no authority to act for the Company in the particular matter and the person with whom he is dealing has knowledge of the fact that the Manager has no such authority. An act of a Manager which is not apparently for the carrying on in the usual way the business of the Company does not bind the Company unless authorized in accordance with this Agreement.

          (b) Notwithstanding anything to the contrary in this Agreement or the Act, the approval, vote, or consent of the Members shall not be required, and the Manager(s) shall be authorized to approve, each of the following matters: (i) a merger or consolidation of the Company; (ii) an amendment to the Certificate; and (iii) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company.

          (c) If William J. Yung, III ceases to be the Manager, then without the written consent of the holders of not less than 5/7 of the outstanding Voting Units and not less than 5/7 of the then living Yung Siblings, the Company shall not: (i) employ or engage the services of any Member, any beneficiary of a trust that is a Member, or any Member’s Family Members or Affiliates (collectively a “Restricted Person”), and in no event shall the Company provide compensation or benefits to any Restricted Person in excess of the fair market value of the services actually rendered to the Company; (ii) make any loan or advancement to or receive any loan or advancement from any Restricted Person; (iii) issue to any Restricted Person any Units or any right to purchase, subscribe to, or otherwise acquire any Units or any interest therein, whether by granting options, Unit bonuses, warrants, rights, convertible securities, or otherwise; or (iv) enter into any other agreement or transaction with any Restricted Person.

     4.2 Number and Appointment of Manager(s); Removal.

          (a) The initial number of Manager(s) of the Company shall be one and the initial Manager of the Company shall be William J. Yung, III. Such number may be changed from time to time upon the affirmative vote of Members holding a majority of the outstanding Voting Units held by all Members. Each Manager shall hold office until such Manager’s resignation, removal or death.

          (b) All the Managers or any individual Manager may be removed from office, without assigning any cause, by the affirmative vote of Members holding a majority of the outstanding Voting Units held by all Members. In case of such removal, a new Manager may be elected at the same meeting. Failure to elect a Manager to succeed any Manager removed shall be deemed to create a vacancy in the Managers, unless the number of Managers is changed as provided in Section 4.2(a) above.

          (c) A Manager may resign at any time by giving written notice to the Company.

          (d) In the event of a vacancy in the position of Manager by reason of an increase in the number of Managers, resignation or removal, a new Manager shall be appointed by the affirmative vote of the Members holding a majority of the outstanding Voting Units held by all Members.

          (e) A Manager shall not be required to be a Member, a resident of Mississippi, or a natural person.

     4.3 Employment of Others, Including Affiliates. The Manager(s) shall not be required to devote full time to the affairs of the Company and shall devote such time to Company affairs as they in their sole and unrestricted discretion deem necessary to manage and supervise the operations and business of the Company. The Manager(s) shall have the right to appoint officers and agents of the Company and establish their compensation and duties. Nothing contained in this Agreement shall preclude the employment by the Company of any Manager or Member or any agent or third party to operate and manage all or any portion of the Property or to provide any service relating to the business of the Company, subject to the control of the Manager(s). The Company may engage Affiliates of any Manager(s) or Member to render services to the Company, provided that any such engagement shall be upon terms and conditions no less favorable to the Company than could be obtained from an independent third party. Neither the Company nor any of the other Members shall have, as a consequence of the relationship created hereby, any right in or to any income or profits derived by a Manager or Member or an Affiliate of any of the Managers or Members from any business arrangements with the Company which are consistent with this Section.

     4.4 Expenses. The Company shall pay all costs and expenses arising from or relating to the organization of the Company, the acquisition of Property and the commencement and continuation of Company operations. The Company shall not be required to reimburse the Manager(s) and their Affiliates for overhead expenses incurred by them in providing services to the Company, but shall be required to reimburse such parties for reasonable out-of-pocket expenses so incurred by them.

     4.5 Title to Property. Title to Property shall be taken in the name of the Company or in the name or names of a nominee or nominees designated by the Manager(s).

     4.6 Liability of Manager(s). No Manager or any Affiliate of a Manager, or their respective officers, shareholders, controlling persons, directors, agents and employees, shall be liable, responsible or accountable in damages or otherwise to the Company or to any of the Members, their successors or permitted assigns, for any act or failure to act in connection with the affairs of the Company, except liability for: (i) the amount of a financial benefit received by the Manager to which the Manager is not entitled; (ii) an intentional infliction of harm on the Company or the Members; (iii) an intentional violation of criminal law; or (iv) a violation of Section 79-29-606 of the Act.

     4.7 Indemnification. The Company shall, to the fullest extent permitted by law, indemnify or agree to indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not such Person is by or in the right of the Company, by reason of the fact that such Person is or was a Manager, officer, employee or agent of the Company or any Manager, or is or was serving at the request of the Company as a manager, director, trustee, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise or employee benefit plan, against expenses (including attorney fees), judgments, penalties, fines and amounts paid in settlement incurred in connection with any such action, suit or proceeding.

     4.8 Tax Matters Partner. The William J. Yung, III shall be the “tax matters partner” for purposes of the Code and shall have the authority to exercise all functions provided for in the Act, or in regulations promulgated thereunder by Treasury, including, to the extent permitted by such regulations, the authority to delegate the function of tax matters partner to any other person. The tax matters partner shall be reimbursed for all reasonable expenses incurred as a result of its duties as tax matters partner. In the event the tax matters partner resigns as tax matters partner or ceases to hold any Units, such tax matters partner shall thereupon cease to be the “tax matters partner” and such Member as appointed by the Manager(s) shall become the tax matters partner.

ARTICLE 5.
MEETINGS; VOTING AND OFFICERS

     5.1 Meetings of Members.

          (a) Notice of Meetings. Meetings of Members may be called by (i) the Manager(s) or (ii) the Members holding a majority of the outstanding Voting Units held by all Members. Written notice of any meeting, stating the time, place and purpose of the meeting, shall be given either by personal delivery or by mail not less than seven (7) nor more than sixty (60) days before the date of the meeting to each Member of record. If mailed, such notice shall be addressed to the Member at its address as it appears in the Unit Journal. No business other than that specified in the notice shall be considered at any meeting.

          (b) Quorum. The Members holding a majority of the outstanding Voting Units held by all of the Members, present in person or represented by proxy,

shall constitute a quorum for transaction of business at any meeting of the Members. Members holding a majority of the outstanding Voting Units held by all of the Members at such meeting (whether or not a quorum is present) may adjourn such meeting from time to time. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At the adjourned meeting the Company may transact any business which might have been transacted at the original meeting.

          (c) Actions. The affirmative vote of Members holding not less than a majority of the outstanding Voting Units held by all Members shall be necessary for the authorization or taking of any action voted upon by the Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Act, by the Certificate or by this Agreement.

          (d) Action by Members Without Meeting. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by the Members holding not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all of the Members were present and voting. Prompt notice of the taking of the action without a meeting by less than a unanimous consent shall be given to all Members, but the failure to provide such notice shall not affect the validity of the action.

          (e) Telephonic Meetings. The Members may participate in and act at any meeting of the Members through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the Persons so participating.

          (f) Transfers of Voting Rights and Proxies. The Members and the Company each agree not to enter into any agreement or understanding, oral or written, including, without limitation, voting agreements, member agreements, or proxies, pursuant to which any person other than the owner of Units acquires the ability to exercise, in whole or in part, any voting or other rights associated with such Units. Notwithstanding the foregoing, any Member may grant a revocable proxy to vote such Member’s Voting Units with a duration of not more than thirty (30) days.

          (g) Place of Meeting. All meetings of Members shall be held at the place stated in the notice of meeting, which may be within or without Mississippi.

          (h) Waiver of Notice. When any notice is required to be given to any Member, a waiver thereof in writing executed by the Member, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice. The attendance of any Member at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Member of notice of such meeting.

     5.2 Meetings of Managers.

          (a)Notice of Meetings. Meetings of Manager(s) may be called by any Manager. Written notice of any meeting, stating the time and place of the meeting, shall be given either by personal delivery or by mail not less than two (2) days nor more than thirty (30) days before the date of the meeting to each Manager. If mailed, such notice shall be sent to the Manager(s) in accordance with Section 9.2. Prompt notice of the taking of the action without a meeting by less than a unanimous consent shall be given to all Managers, but the failure to provide such notice shall not affect the validity of the action.

          (b) Quorum; Actions. A majority of the number of Managers then fixed by the Members shall constitute a quorum for transaction of business at any meeting of the Managers. The act of a majority of the total number of Managers is the act of the Managers.

          (c) Action by Managers Without Meeting. Any action required or permitted to be taken at a meeting of the Managers may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by a majority of the number of Managers then fixed by the Members.

          (d) Telephonic Meetings. The Managers may participate in and act at any meeting of the Managers through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the Persons so participating.

          (e) Place of Meeting. All meetings of Managers shall be held at the place stated in the notice of meeting, which may be within or without Mississippi.

          (f) Waiver of Notice. When any notice is required to be given to any Manager, a waiver thereof in writing executed by the Manager, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice. The attendance of any Manager at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Manager of notice of such meeting.

     5.3 Record Date and Closing Unit Transfer Books.

          (a) Record Date. For any lawful purpose, including without limitation the determination of the Members who are entitled to receive notice of or to vote at any meeting of Members or to receive payment of any distribution, the Manager(s) may fix a record date which shall not be a date earlier than the date on which the record date is fixed and shall not be more than sixty (60) days preceding the date of the meeting of Members or the date fixed for the payment of the distribution, as the case may be. When a determination of Members entitled to vote at any meeting of Members has been made as provided herein, such determination shall apply to any adjournment thereof.

          (b) Closing Unit Transfer Books. The Manager(s) may close the Company’s Unit Journal (as defined below) against Transfers of Units during the whole or any part of the period between the record date and the date fixed for the payment of any distribution.

          (c) Adjournments. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof.

     5.4 Officers.

          (a) Election. The Manager(s) may elect a president, one or more vice presidents, a treasurer, a secretary and such other officers and assistant officers as may be deemed necessary. Any two or more of such offices may be held by the same person. Election of an officer shall not of itself create contract rights. The initial officers of the Company shall be:

William J. Yung, III	—	President
Joseph A. Yung	—	Secretary and Treasurer

          (b) Term. The officers of the Company shall hold office until their successors are elected and qualified, or for such shorter period as the Manager(s) may provide, but any officer may be removed at any time, with or without cause, by the Manager(s) without prejudice to the contract rights, if any, of the officer so removed. The Manager(s) may fill any vacancy in any office at any time.

          (c) President. The president shall be the chief executive officer of the Company and shall exercise supervision over the business of the Company and over its several officers subject to at all times the control of the Manager(s). The president shall have such other powers and duties as the Manager(s) may from time to time assign to the president.

          (d) Vice President. The vice president or vice presidents shall perform such duties as may from time to time be assigned to it or them by the Manager(s) or the president. At the request of the president or in case of its absence or disability, the vice president, or, if more than one, one of the vice presidents in the order of their seniority, shall perform all the duties of the president and when so acting shall have all of the authority of the president.

          (e) Secretary. The secretary shall attend all meetings of the Members and shall keep or cause to be kept a true and complete record of the proceedings of those meetings and shall perform whatever additional duties the Manager(s) or the president may from time to time prescribe.

          (f) Treasurer. The treasurer shall have custody of all funds and securities of the Company. The treasurer shall keep full and accurate accounts of receipts and disbursements and shall deposit all Company monies and other valuable

effects in the name and to the credit of the Company in a depository or depositories designated by the Manager(s). The treasurer shall disburse the funds of the Company and shall render to the Manager(s), whenever they may require it, an account of its transactions as treasurer and of the financial condition of the Company. If requested by the Manager(s), the treasurer shall furnish a bond satisfactory to the Manager(s).

          (g) Assistant Officers. Assistant and subordinate officers shall perform such duties as the Manager(s) or the president may prescribe.

          (h) Absence of Officers. In the absence of any officer of the Company or for any other reason the Manager(s) may deem sufficient, the Manager(s) may delegate any or all of the powers or duties of such officer to any other officer or to any Manager.

          (i) Direction and Control. All of the officers of the Company shall at all times be and remain subject to the direction and control of the Manager(s).

ARTICLE 6.
TRANSFERS OF UNITS; ADMISSION OF NEW MEMBERS

     6.1 General; Withdrawal.

          (a) No Transfer of Units shall be made by any Member except Transfers which are permitted by and made in compliance with Sections 6.1 and 6.2 and either Section 6.3, 6.4, 6.5, or 6.6. No Units shall be Transferred: (i) without compliance with any and all state and federal securities laws and regulations; and (ii) unless the Transferee otherwise complies with this Agreement. Any attempted Transfer of Units in violation of this Article shall be null, void and of no effect and shall confer no rights on the Transferee as against the Company or any Member. The Transferor shall not retain any Membership Rights with respect to the Transferred Units, whether or not the Transferee is admitted as a Member. A Transfer of Units shall include all of the Transferor’s rights (including Membership Rights) with respect to the Transferred Units.

          (b) The effective date of a Transfer made in accordance with this Article shall be the date the conditions set forth in this Article are satisfied. The Company shall be entitled to treat the Transferor as the absolute owner of the Transferred Units in all respects and shall incur no liability for distributions or allocations made in good faith to the Transferor until such conditions are satisfied.

          (c) The costs incurred by the Company associated with the Transfer of Units and the admission (if any) of a Member contemplated by this Article (including reasonable attorneys’ fees) shall be borne by the Transferee.

          (d) No Transfer of Units shall be effective unless approved by the Commission, to the extent required by the Gaming Regulations.

     6.2 Rights of Transferee; Admission of Transferee Members. Each Transferor shall be deemed to give each Transferee the right to become a Member and

each Transferee shall be admitted as a Member without the consent of the Manager(s) or the other Members. The Transferee shall have all of the Membership Rights of the Transferor and shall be subject to all of the restrictions and liabilities of the Transferor with respect to the Transferred Units; provided however, no Transferee shall be obligated for liabilities that cannot be ascertained from this Agreement and are otherwise unknown by the Transferee at the time the Transferee becomes a Member. In addition, in order for the Transferee to be admitted as a Member, the following conditions must be satisfied: (i) the Transfer shall be made by a written instrument, signed by the Transferor and accepted in writing by the Transferee, and a duplicate original of such instrument shall be delivered to the Company; and (ii) the Transferee shall execute and deliver to the Company a written instrument, in form reasonably satisfactory to the Company, pursuant to which the Transferee agrees to be bound by this Agreement.

     6.3 Certain Permitted Transfers. The following Transfers of Units are permitted:

          (a) A Transfer to which all of the Manager(s) or the holders of all of the outstanding Voting Units consent in writing.

          (b) A Transfer upon the death of a Member who is an individual under the terms of the Member’s will or the laws of succession if the Member dies intestate.

          (c) A Transfer from a trust to the beneficiary of the trust in accordance with the terms of the trust.

          (d) A Transfer by William J. Yung, III.

     6.4 Contracts to Sell Units.

          (a) A Member (the “Seller”) who enters into a contract to sell any Units (the “Contract”) may sell such Units upon compliance with this Section.

          (b) The Contract must be bona fide, be conditioned only on compliance with this Agreement, be in writing, and be the entire agreement of the parties thereto. The Contract must identify and set forth the Units subject to the Contract (the “Contract Units”), the purchase price for such Contract Units, which must be stated in United States dollars (the “Contract Price”), and the terms of payment of the Contract Price and the closing date, which shall be not earlier than ninety (90) days nor later than one hundred twenty (120) days after the date notice of the Contract is given to the Company and to all Members (collectively the “Contract Terms”), and the name, address, and telephone number of the purchaser and if the purchaser is not to be the beneficial owner of the Contract Units, the name, address, and telephone number of such beneficial owner (collectively the “Purchaser”). The Contract must be executed by and be binding on the Seller and Purchaser subject only to compliance with this Agreement.

          (c) Immediately upon execution of the Contract, the Seller shall give notice of the Contract to the Company and to all Members. Such notice must contain a copy of the Contract.

          (d) Effective upon the date such notice is given (the “Effective Date”), the Company shall have the option to purchase the Contract Units upon the Contract Terms, except that the exercise price shall be the lesser of the Contract Price or the Book Value. The Manager(s) shall determine whether and as to how many of the Contract Units the Company shall exercise such option. In order to exercise such option, the Company must give notice of such exercise, stating the number of Contract Units as to which the Company is exercising such option and the number of Contract Units as to which the Company is not exercising such option, if any (the “Remaining Contract Units”), to all of the Members within thirty (30) days after the Effective Date. If the Company exercises such option with respect to less than all of the Contract Units, such exercise shall be deemed to be contingent upon the exercise, under Paragraph (e) below, of options to purchase all of the Remaining Contract Units.

          (e) If the Company does not exercise such option or exercises such option with respect to less than all of the Contract Units, effective thirty-one (31) days after the Effective Date each of the Members except the Seller (the “Option Member(s)”) shall have the option to purchase, upon the Contract Terms except that the exercise price shall be the lesser of the Contract Price or the Book Value thereof, the number of Remaining Contract Units multiplied by a fraction in which the numerator is the number of Units such Option Member owns and the denominator is the aggregate number of Units owned by all Option Members. In order to exercise such option, an Option Member must give notice of such exercise to the Seller and all Members within sixty-one (61) days after the Effective Date. If no Option Members exercise such option, the Seller shall proceed in accordance with Paragraph (g) below. If less than all Option Members exercise such option: (i) each of the Option Members exercising such option (collectively the “Exercising Members”) shall be obligated to purchase the number of Remaining Contract Units multiplied by a fraction in which the numerator is the number of Units such Exercising Member owns and the denominator is the aggregate number of Units owned by all Option Members; and (ii) in addition, any Exercising Member who, in its notice of exercise, offers to purchase additional Remaining Contract Units (which become available if less than all Option Members exercise such option), shall be obligated to purchase the number of Remaining Contract Units not obligated to be purchased under clause (i) above multiplied by a fraction in which the numerator is the number of Units such Exercising Member owns and the denominator is the aggregate number of Units owned by all Exercising Members making an offer described in this clause (ii). If no Exercising Members so make such an offer, the Seller shall proceed in accordance with Paragraph (g) below.

          (f) The closing of all purchases under this Section shall take place on the later of (i) ninety (90) days after the Effective Date or (ii) the closing date, if any, under the Contract Terms. If any purchaser (or its representative) fails to appear at the closing or appears and fails to purchase the Contract Units which such purchaser is obligated to purchase, the closing shall be adjourned two business days and at such

adjourned closing the Company or any Exercising Member may purchase such Contract Units and they may allocate such Contract Units between them in any manner to which they may agree.

          (g) If the Company and the Members do not exercise their respective options to purchase all of the Contract Units, or if they exercise such options but fail to purchase all of the Contract Units in accordance with Paragraph (f) above, the Seller shall sell the Contract Units only to the Purchaser and only in accordance with the Contract Terms, but not later than one hundred eighty (180) days after the Effective Date. If the Purchaser does not purchase all of the Contract Units from the Seller within such period, or if they make or wish to make any change, whether or not such change is material, in the Contract Terms, the Seller’s right to sell to the Purchaser under this Section shall terminate, and the Seller shall not sell the Contract Units without again complying with this Section.

          (h) The parties acknowledge that the value of the Units is enhanced by holding a controlling interest in the Company and controlling the Company’s affairs. Therefore, in the best interest of all Members, the parties agree that if after (but not prior to) the sale of Units provided in any Contract the Purchaser and its Affiliates would hold directly or indirectly a majority of the outstanding Voting Units, and if the options to purchase all of the Contract Units are not exercised in accordance with this Section, the Contract shall be deemed to include an offer by the Purchaser to purchase all Units held by all Members on the same terms as the Contract Terms, including all consideration paid under restrictive covenants and that portion of the consideration paid under consulting or employment agreements, leases, or similar arrangements which exceeds the reasonable value of the services or property furnished. For purposes of this paragraph (h), a Person shall be deemed to hold all Units which such Person may at any time subscribe to or acquire under all securities such Person holds.

     6.5 Disassociation.

          (a) If an event of disassociation occurs with respect to any Member as provided in Section 79-29-307 of the Act, the disassociating Member shall cease to be a Member, and to the extent the disassociating Member continues to hold Voting Units all of such Voting Units shall be automatically converted into Nonvoting Units. The disassociating Member shall have no right to receive the fair value of such Units as a result of the event of disassociation.

          (b) No Member has the power to withdraw by voluntary act from the Company.

     6.6 Purchase of Units Upon Finding of Unsuitability.

          (a) If at any time the Commission finds that any Member is unsuitable to own Units under the Gaming Regulations (the “Finding”), such Member shall sell all of its Units in accordance with this Section 6.6 and the Gaming Regulations. Beginning on the date when the Commission serves notice upon the Company of a Finding, the

unsuitable Member shall not receive any share of the Net Profits or Net Losses in respect of such Member’s Units, exercise, directly or through any trustee or nominee, any voting right conferred by such Units, or receive any remuneration in any form from the Company, for services rendered or otherwise.

          (b) The purchase price per Unit for such Units shall be the greater of an amount equal to the Book Value thereof or the Capitalized Value thereof.

          (c) The purchase and sale of all Units under this Section shall take place not less than ten (10) days after the Finding. The Company shall at its option (i) pay the purchase price in full by cash or certified or cashier’s check, or (ii) pay not less than one-fifth of the purchase price in cash or by certified or cashier’s check and the balance by delivery of its promissory note in the form of Exhibit B attached hereto. If the Company delivers a promissory note to such Member, the Company shall grant to such Member a perfected security interest in the Units sold to the Company by such Member.

     6.7 Priority of Procedures

          (a) If any permitted Transfer with respect to any Units is pending under Section 6.3 (Certain Permitted Transfers), Section 6.4 (after notice of a Contract is given), or Section 6.6 (after a Finding ), and if before closing any event occurs which would or could cause another permitted Transfer with respect to the same Units otherwise to become pending, then any procedures required or permitted to effect the “junior” permitted Transfer, as defined in Section 6.7(b), shall be stayed until after the closing of the “senior” Permitted Transfer, at which time such procedures, to the extent not rendered moot by such closing, shall continue as if such stay had not been effective.

          (b) For purposes of this Section: the following Sections shall have the following order of priority, ranked from the most “senior” to the most “junior”: Section 6.6 (Finding), Section 6.3 (Certain Permitted Transfers), and Section 6.4 (Contracts).

ARTICLE 7.
REPORTS AND TAX MATTERS

     7.1 Books, Records and Reports.

          (a) The Company shall keep at its principal place of business the following: (i) a current list of the full name and last known street address of each Member and Manager; (ii) a copy of the Certificate and all certificates of amendment and restatement thereof, together with executed copies of any powers of attorney pursuant to which any Certificate has been executed; (iii) a copy of this Agreement; and (iv) unless contained in the Certificate or this Agreement, a writing setting out: (A) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and which each Member has agreed to contribute; (B) the times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made; and (C) any events upon the happening of which the Company is to be dissolved and its affairs wound up. The records specified under this section are subject to inspection and copying at the

reasonable request, and at the expense, of any Member or Manager during ordinary business hours.

          (b) The Manager(s) shall cause the Company to prepare and file income tax returns with the appropriate authorities. Within ninety (90) days after the close of each fiscal year of the Company, the Manager(s) shall send to each person who was a Member at any time during such fiscal year such information as will be sufficient to prepare documents which may be required to be filed by such Members under applicable federal, state and local income tax laws.

          (c) Within ninety (90) days after the close of the Company’s fiscal year, the Company shall use its best efforts to cause each Member to receive financial statements of the Company for the fiscal year then ended (including a balance sheet and statement of income).

     7.2 Record of Unit Ownership. The Manager(s) shall maintain a journal of ownership of all of the outstanding Units containing the name and address of each Member, the number of Units held and whether each Member is a Member (the “Unit Journal”). The Unit Journal shall be conclusive evidence of the ownership of the Units and status as a Member absent manifest error.

     7.3 Section 754 Election. In the event of a distribution of property made in the manner provided in Code Section 734, or in the event of a Transfer of any Unit permitted by this Agreement made in the manner provided in Code Section 743, the Company may, but shall not be required to, file an election under Code Section 754 in accordance with the procedures set forth in the regulations promulgated thereunder.

ARTICLE 8.
DISSOLUTION AND TERMINATION

     8.1 Dissolution of the Company. The Company shall be dissolved and its affairs wound up upon the earlier occurrence of any of the following events:

          (a) the written agreement of Members holding a majority of the Voting Units held by all the Members; or

          (b) the written consent of a majority of the Manager(s); or

          (c) the sale of all or substantially all of the Property or other conversion of all or substantially all of the Property to cash; or

          (d) Upon the entry of a decree of judicial dissolution under Section 79-29-802 of the Act.

The Company shall not be dissolved upon an event of dissociation of a Member as provided in Section 79-29-307 of the Act.

     8.2 Liquidation and Winding Up.

          (a) Upon dissolution of the Company, the Manager(s), shall serve as liquidator of the Company (the “Liquidator”). The Liquidator shall, with reasonable speed, wind up the affairs of the Company and liquidate the Property. The Liquidator shall have unlimited discretion to determine the time, manner and terms of any sale of Property having due regard to the activity and condition of the relevant market and general financial and economic conditions and shall be authorized to continue the business of the Company in order to maximize its value as a going concern for eventual sale.

          (b) Upon completion of the winding up of the affairs and business of the Company, the assets of the Company shall be distributed by the Liquidator in the following manner and order of priority:

               (i) First, such assets shall be applied to the payment of debts and liabilities of the Company (including any loans from a Manager or Member to the Company) and the payment of expenses of the winding up of the affairs and business of the Company;

               (ii) Second, such assets shall be applied to the setting up of any reserves (to be held by the Liquidator) which the Liquidator may deem necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Company; and

               (iii) Finally, the remainder, if any, of such assets shall be distributed to the Members in accordance with the provisions of Article 3.

          (c) If any Member shall be indebted to the Company, then until payment of such indebtedness by such Member, the Liquidator shall retain such Member’s distributive share of Property and apply the same to the payment of such indebtedness.

          (d) The Liquidator shall comply with all requirements of the Act and other applicable law pertaining to the dissolution, winding up and liquidation of a limited liability company.

     ARTICLE 9.

      MISCELLANEOUS PROVISIONS

     9.1 Definitions. As used in this Agreement, the following terms shall each have the meaning set forth in this Article (unless the context otherwise requires).

          “Act” shall mean Chapter 79 of Title 29 of the Mississippi Code of 1972, as amended, as now in effect or as hereafter amended or revised, and any references to sections of the Act shall include any successor provisions of similar tenor or effect.

          “Affiliates” of a Person shall mean any Person directly or indirectly controlling, controlled by or under common control with such Person.

          “Agreement” shall mean this Agreement, as the same may be amended or supplemented from time to time in accordance with the provisions hereof.

          “Book Value” of a Member’s Units shall mean the amount that would be distributed to such Member in accordance with Section 8.2(b)(iii) if, as of the Valuation Date, the Company were dissolved and the Property were liquidated at its book value as reflected on the balance sheet of the Company, reduced by any distribution declared and distributed with respect to such Units after the Valuation Date and prior to the closing of the purchase and sale of such Units, or increased by any distribution declared with respect to such Units before the Valuation Date and recorded as a liability in the Company’s balance sheet, if the record date for such distribution is after the sale of such Units. Such balance sheet shall have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year.

          “Capitalized Value” of a Member’s Units shall mean the amount that would be distributed to such Member in accordance with Section 8.2(b)(iii) if, as of the Valuation Date, the Company were dissolved and the Property were liquidated and the Company’s liabilities paid in full for an amount equal to five times the weighted average EBIDTA per Unit of the Company for the three (3) years ended the Valuation Date, as shown on the Company’s statements of profit and loss for such years. The weighted average adjusted EBITDA per Unit for such period shall be calculated by multiplying the most recent year’s adjusted EBITDA before tax per Unit by three, the second most recent year’s adjusted EBITDA before tax per Unit by two, and the third most recent year’s adjusted EBITDA before tax per Unit by one, then by adding such products together, and then by dividing the total sum by six. The adjusted EBITDA per Unit for each year shall be the EBITDA of the Company divided by the average number of Units issued and outstanding during the year. Such statements of profit and loss shall have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year. If the Company has not then had three fiscal years of operations, the period from the date hereof through the Valuation Date shall be used in lieu of the three years ended the Valuation Date, and the EBITDA for such period shall not be weighted and shall be annualized.

          “Code” shall mean the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

          “Commission” shall mean the Mississippi Gaming Commission.

          “EBITDA” shall mean earnings before interest, taxes, depreciation, and amortization.

          “Event” shall mean (i) the “Effective Date” with respect to Contracts to sell Units pursuant to Section 6.4, or (ii) the date of a Finding under Section 6.6.

          “Family Members” shall mean an individual’s spouse, lineal descendants, spouses of lineal descendants, parents of spouse, brothers and sisters of spouse, or

lineal descendants (and spouses of such lineal descendants) of such brothers and sisters, or any trust for the benefit of such persons. The Family Members of a trust that is a Member shall refer to the Family Members of the beneficiaries of the trust.

          “Financial Rights” shall mean those rights associated with a Unit to share in the Net Profits and Net Losses and distributions with respect to such Unit, and the right to assign such rights, in accordance with the terms of this Agreement, the Certificate, and the Act.

          “Gaming Regulations” shall mean all statutes, laws, rules, and regulations applicable to gaming in the State of Mississippi.

          “Governance Rights” shall mean all rights associated with a Unit other than Financial Rights, including, without limitation, the right to vote, receive notices and attend meetings of Members, and the right to assign such rights to a Transferee.

          “Member” shall mean each Person who holds any Units.

          “Membership Rights” shall mean Financial Rights and Governance Rights.

          “Net Profits” and “Net Losses” shall mean (i) the income or loss, as the case may be, of the Company for federal income tax purposes for a tax year as determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in Net Profits and Net Losses), plus (ii) any tax-exempt income received by the Company, less (iii) any expenditures of the Company described in Code Section 705(a)(2)(B) (including any expenditures treated as being described in Section 705(a)(2)(B) pursuant to the regulations promulgated under Code Section 704(b)).

          “Nonvoting Units” shall mean Units which entitle the holders thereof to Financial Rights but not Governance Rights.

          “Person” shall mean and include an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

          “Property” shall mean, at any time, all property, whether real or personal, interests, assets or rights owned or held by or on behalf of the Company at such time.

          “Transfer” shall mean any sale, assignment, transfer, conveyance, pledge, encumbrance, grant or other disposition, direct or indirect, voluntary, involuntary, or by operation of law, and with or without consideration, by a Member.

          “Transferee” shall mean any Person to whom a Transfer of Units is made.

          “Transferor” shall mean any Member who makes a Transfer of Units.

          “Units” shall mean units of ownership interest in the Company into which the Members’ ownership interests in the Company are divided. The initial Units are set forth opposite each Member’s name on Schedule 1, and thereafter the Units held by a Member or a Member shall be reflected in the Unit Journal.

          “Valuation Date” shall mean the end of the Company’s fiscal year coinciding with or preceding the date of the Event. If the Company has not then had any fiscal year end, the Valuation Date shall be the end of the calendar month coinciding with or preceding the date of the Event.

          “Voting Units shall mean Units which entitle the holders thereof to Financial Rights and Governance Rights.

          “Yung Siblings” shall mean William J. Yung, IV, Joseph A. Yung, Julie A. Haught, Judith A. Yung, Jennifer A. Yung, Michelle M. Yung, and Scott A. Yung.

     9.2 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given and received on date of delivery if delivered personally or by facsimile, or on the second day after deposit in the United States mail if mailed by prepaid first-class registered or certified mail, addressed to such Member or Manager at such Member’s or Manager’s address in the records of the Company.

     9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi.

     9.4 Successors and Assigns. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the Members and their respective heirs, executors, administrators, successors and permitted assigns. Any person acquiring or claiming an interest in the Company, in any manner whatsoever, shall be subject to and bound by all the terms, conditions and obligations of this Agreement to which its predecessor in interest was subject or bound, without regard to whether such person has executed this Agreement or a counterpart hereof or any other document contemplated hereby. No person shall have any rights or obligations relating to the Company greater than those set forth in this Agreement, and no person shall acquire an interest in the Company or become a Member except as permitted by the terms of this Agreement.

     9.5 Counterparts. This Agreement may be executed in any number of identical counterparts, each of which, for all purposes, shall be deemed an original, and all of which constitute, collectively, one and the same Agreement. In addition, this Agreement may contain more than one counterpart signature page and may be executed by the affixing of the signature of each of the Members to one of such counterpart signature pages, and all such counterpart signature pages shall be read as one and shall have the same force and effect as though all the signers had signed the same signature page.

     9.6 Additional Assurances. Upon the request of the Company, each Member agrees to perform all further acts and execute, acknowledge and deliver any documents which the Company deems reasonably necessary to effectuate the provisions of this Agreement.

     9.7 Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto. This Agreement may be amended only by a writing signed by all of the parties hereto and by not less than 5/7 of the then living Yung Siblings.

     9.8 Partition. Each of the parties hereto irrevocably waives during the term of the Company any right that such party may have to maintain any action for partition with respect to the Property.

     9.9 No Waiver. Failure or delay of any party in exercising any right or remedy under this Agreement, or any other agreement between the parties, or otherwise, will not operate as a waiver thereof. The express waiver by any party of a breach of any provision of this Agreement by any other party shall not operate or be construed as a waiver of any subsequent breach by such party. No waiver will be effective unless and until it is in written form and signed by the waiving party.

     9.10 Gender and Number. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.

     9.11 Headings. The captions in this Agreement are inserted for convenience of reference only and shall not affect the construction of this Agreement. References in this Agreement to any Article, Section, Paragraph, Subparagraph or Schedule are to the same contained in this Agreement.

     9.12 Validity and Severability. The invalidity, illegality or unenforceability of any provision of this Agreement or the application thereof to any person or circumstance, to any extent, for any reason, shall not affect the validity, legality, or enforceability of the remainder of such provision, or any other provision hereof or the application of any provision to any other person or circumstance, and such provision under this Agreement shall be reformed to the extent necessary to effectuate the foregoing, it being intended that the rights and obligations of the parties hereto be enforceable to the fullest extent permitted by law.

     9.13 No Third Party Rights. This Agreement and the covenants and agreements contained herein are solely for the benefit of the parties hereto. No other person shall be entitled to enforce or make any claims, or have any right pursuant to the provisions of this Agreement.

     The undersigned have signed this Agreement as of the date set forth above.

COLUMBIA PROPERTIES VICKSBURG, LLC		THE JMBS CASINO TRUST
		f/b/o William J.Yung, IV
By:	/s/ William J. Yung	By:	/s/ Joseph A. Yung
	William J. Yung, III, Manager		Joseph A. Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Joseph A. Yung		f/b/o Julie A. Haught
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Trustee		Joseph A. Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Judith A. Yung		f/b/o Jennifer A. Yung
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung Trustee		Joseph A. Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Michele M. Yung		f/b/o Scott A. Yung
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Trustee		Joseph A. Yung, Trustee
By:	/s/ William J. Yung
	William J. Yung III

EX-3.11(A)

Exhibit 3.11(a)

COLUMBIA PROPERTIES VICKSBURG, LLC

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT

     THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the “Amendment”) is made and entered into as of December 21, 2006 by COLUMBIA PROPERTIES VICKSBURG, LLC, a Mississippi limited liability company (the “Company”), and the persons who have executed this Amendment or a counterpart hereof.

     1. Recitals. The Company and the JMBS Casino Trust f/b/o Joseph A. Yung, the JMBS Casino Trust f/b/o Judith A. Yung, the JMBS Casino Trust f/b/o Michelle M. Yung, the JMBS Casino Trust f/b/o William J. Yung, IV, the JMBS Casino Trust f/b/o Julie A. Haught, the JMBS Casino Trust f/b/o Jennifer A. Yung, the JMBS Casino Trust f/b/o Scott A. Yung, and William J. Yung, III (collectively, the “Members”) are parties to a Limited Liability Company Agreement dated as of January 23, 2003 (the “Agreement”). Section 9.7 of the Agreement states that the Agreement may be amended only by a writing signed by the Company, the Members and not less than 5/7 of the then living Yung Siblings (as defined in the Agreement). The Company, the Members and the Yung Siblings desire to amend the Agreement in accordance with the terms of this Amendment.

     2. Amendment.

          (a) Purpose. Section 1.4 of the Agreement is hereby amended and restated in its entirety as follows:

     1.4 Purpose. The Company is formed for the purpose of (i) acquiring, owning, and operating the riverboat gaming facility currently known as Horizon Vicksburg Casino and the hotel currently known as Horizon Vicksburg Hotel, both in Vicksburg, Mississippi, together with all appurtenances and privileges and other real and personal property related thereto, (ii) entering into the Financing Documents and any and all documents contemplated by the Financing Documents and the performance of the obligations of the Company thereunder, including the grant of guarantees, the grant of security and the compliance with the affirmative and negative covenants, registration rights agreements, indemnities, representations and warranties and other agreements and obligations set forth therein, and (iii) engaging in any other lawful act or activity. The Company shall have all the powers necessary, incidental, or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

          (b) Management and Control in General. Section 4.1 (c) of the Agreement is hereby amended and restated in its entirety to read as follows:

     (c) If William J. Yung, III ceases to be the Manager, then without the written consent of the holders of not less than 5/7 of the outstanding Voting Units and not less than 5/7 of the then living Yung Siblings, the Company shall not: (i) employ or engage the services of any Member, any beneficiary of a trust that is a Member, or any Member’s Family Members or Affiliates (collectively a “Restricted Person”), and in no event shall the Company provide compensation or benefits to any Restricted Person in excess of the fair market value of the services actually rendered to the Company; (ii) make any loan or advancement to or receive any loan or advancement from any Restricted Person; (iii) issue to any Restricted Person any Units or any right to purchase, subscribe to, or otherwise acquire any Units or any interest therein, whether by granting options, Unit bonuses, warrants, rights, convertible securities, or otherwise; or (iv) enter into any other agreement or transaction with any Restricted Person; provided, however, that the Company shall be permitted to take any of the foregoing actions to the extent contemplated by, or required by the terms of, the Financing Documents, including taking such action as may be necessary to permit any Restricted Person to fulfill its obligations under the Financing Documents.

          (c) Definitions. Section 9.1 of the Agreement shall be amended by adding the following definition after the definition of “Financial Rights” and before the definition of “Gaming Regulations”:

“Financing Documents” shall mean (i) the Credit Agreement to be entered into by and among Wimar OpCo, LLC (d/b/a Tropicana Entertainment)(“Tropicana Entertainment”), Wimar OpCo Intermediate Holdings, LLC, CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino LLC, Credit Suisse, as Administrative and Collateral Agent, the other Agents and Arrangers party thereto and the Lenders party thereto (the “Credit Agreement”), (ii) each other Loan Document (as defined in the Credit Agreement), (iii) the Indenture, to be dated on or about December 28, 2006 (the “Indenture”), among Tropicana Entertainment, Wimar OpCo Finance Corp. (d/b/a Tropicana Finance) (“Tropicana Finance” and, together with Tropicana Entertainment, the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”), to be supplemented by the Supplemental Indenture to be dated on or about January 3, 2007, among the Notes Guarantors identified therein (including the Company), the Issuers and the Trustee, (iv) the Securities (as defined in the Indenture) to be issued under the Indenture, (v) the Purchase Agreement dated December 14, 2006, among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers identified therein, together with the counterparts thereto executed by the guarantors of the Securities (including the Company), and (vi) the Registration Rights Agreement to be dated on or about December 28, 2006, among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers identified therein, together with the

2

counterparts thereto executed by the guarantors of the Securities (including the Company), in each case as such agreements and documents may be amended, modified or supplemented from time to time.

     3. Remainder of Agreement. Except as amended by this Amendment, the Agreement shall remain in full force and effect.

     4. Acknowledgment of Financing Documents. Each of the Members, and each of the Yung Siblings, as beneficiaries of the JMBS Casino Trust, hereby acknowledges and agrees that the Company is entering into the Financing Documents and that such action is in the best interests of the Company, and further hereby consents to and endorses the entry into of the Financing Documents. Each of the Members, and each of the Yung Siblings, further hereby acknowledges that upon the execution by the Company of the Financing Documents, it will become a party thereto and will be subject to the guarantees, grants of security, affirmative and negative covenants, registration rights agreements, indemnities, representations and warranties and other agreements and obligations set forth therein, and hereby consents to thereto.

     5. Acknowledgment of Negative Pledge. Each of the Members, and each of the Yung Siblings, as beneficiaries of the JMBS Casino Trust, hereby acknowledges and agrees that the JMBS Casino Trust is entering into a Negative Pledge pursuant to which it agrees not to encumber or dispose of the equity of the Company and that such action is in the best interests of the Company, and further hereby consents to and endorses the entry into of the Negative Pledge. Each of the Members, and each of the Yung Siblings, further hereby acknowledges that upon the execution by the JMBS Casino Trust of the Negative Pledge, it will become a party thereto and will be subject to the affirmative and negative covenants, indemnities, representations and warranties and other agreements and obligations set forth therein, and hereby consents to thereto.

3

Signed as of the date above

COLUMBIA PROPERTIES VICKSBURG, LLC		THE JMBS CASINO TRUST f/b/o William J. Yung, IV
By:	/s/ William J. Yung, III William J. Yung, III, Manager	By:	/s/ Joseph A. Yung Joseph A. Yung, Trustee
THE JMBS CASINO TRUST f/b/o Joseph A. Yung		THE JMBS CASINO TRUST f/b/o Julie A. Haught
By:	/s/ Joseph A. Yung Joseph A. Yung, Trustee	By:	/s/ Joseph A. Yung Joseph A. Yung, Trustee
THE JMBS CASINO TRUST f/b/o Judith A. Yung		THE JMBS CASINO TRUST f/b/o Jennifer A. Yung
By:	/s/ Joseph A. Yung Joseph A. Yung, Trustee	By:	/s/ Joseph A. Yung Joseph A. Yung, Trustee
THE JMBS CASINO TRUST f/b/o Michelle M. Yung		THE JMBS CASINO TRUST f/b/o Scott A. Yung
By:	/s/ Joseph A. Yung Joseph A. Yung, Trustee	By:	/s/ Joseph A. Yung Joseph A. Yung, Trustee
/s/ William J. Yung, III		/s/ William J. Yung, IV
William J. Yung, III		William J. Yung, IV
/s/ Michelle M. Yung		/s/ Joseph A. Yung
Michelle M. Yung		Joseph A. Yung

Columbia Properties Vicksburg First Amendment to Operating Agreement Signature Page

/s/ Scott A. Yung	/s/ Julie A. Haught
Scott A. Yung	Julie A. Haught
/s/ Judith A. Yung	/s/ Jennifer A. Yung
Judith A. Yung	Jennifer A. Yung

Columbia Properties Vicksburg First Amendment to Operating Agreement Signature Page

EX-3.12

EXHIBIT 3.12

F0100 — Page 1 of 2 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE

P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333

Certificate of Formation

The undersigned, pursuant to Senate Bill No. 2395, Chapter 402, Laws of 1994, hereby executes

the following document and sets forth:

1. Name of the Limited Liability Company

—

JMBS CASINO LLC

2. The future effective date is

(Complete if applicable).

3. Federal Tax ID

application pending

4. Name and Street Address of the Registered Agent and Registered Office is

NameJohn L. Maxey II

Physical210 e.Capital Street, Suite 1900 Address | = P.O.Box3977 = City, State, ZIPS, EIP4 Jacksan            MS 39207 — 3977

5. If the Limited Liability Company Is to have a specific date of dissolution, the latest date

upon which the limited Liability Company is to dissolve

=> not applicable

6. Is full or partial maaai’iEinent of the Limited Liability Company vested in a manager or

managers? (Mark appropriate box)

= X            Yes            No

7. Other matters the managers or members elect to include

=

F0100 — Page 2 of 2 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE

P.O. BOX 136, JACKSON, MS 39205-0136 (0601)359-1333

By: Signature (Please keep writing within blocks) Printed Name            Tide John L. Maxey II            Secretary Street and Mailing Address = Physical210 E. Capital Street, Suite 1900 Address = P.O. Box3977 City, State, ZIPS, ZIP4 Jackson            MS39207 — 3977 By; Signature (Please keep within blocks) Printed Name            Title Street and Mailing Address = Physical Address

= P.O. Box

= City, State, ZIPS, ZIP4

EX-3.13

Exhibit 3.13

JMBS CASINO LLC

LIMITED LIABILITY COMPANY AGREEMENT

     THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of February 6, 2002, by and among JMBS CASINO LLC, a Mississippi limited liability company (the “Company”), and the persons who have executed this Agreement or a counterpart hereof. The parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1.
ORGANIZATION

     1.1 Formation of Limited Liability Company. On January 23, 2002, the Company was organized as a limited liability company pursuant to the Act by the filing of a Certificate of Formation (“Certificate”) with the Secretary of State of Mississippi as required by the Act. The Members hereby adopt and ratify the Certificate, a copy of which is attached as Exhibit A hereto, and ratify the actions of the Company’s organizer(s). In the event of a conflict between the terms of this Agreement and the terms of the Certificate, the terms of the Certificate shall prevail.

     1.2 Name. The name of the Company shall be JMBS CASINO LLC.

     1.3 Registered Agent. The Company’s initial registered agent shall be John L. Maxey II, 210 E. Capitol Street, Suite 1900, PO Box 3977, Jackson, Mississippi 39207-3977. The Manager(s) may, at any time and from time to time, change the registered agent of the Company without the consent of, or notice to, the Members.

     1.4 Purpose. The Company is formed for the purpose of (i) acquiring, owning, and operating the riverboat gaming facility known as Bayou Caddy’s Jubilee Casino and the hotel known as The Key West Inn, both in Greenville, Mississippi, together with all appurtenances and privileges and other real and personal property related thereto, (ii) the becoming the member of Greenville Hotel II, LLC, a Mississippi limited liability company that operates the Greenville Inn & Suites in Greenville, Mississippi, and (iii) engaging in any activity necessary, advisable, incidental, or convenient to the foregoing. The Company shall have all the powers necessary, incidental or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

     1.5 Fiscal Year. The fiscal year of the Company shall be the calendar year or such other fiscal year as the Manager(s) shall determine pursuant to the provisions of Code Section 706(b).

     1.6 Term. The Company was formed on the date of filing of the Certificate and its period of existence shall be perpetual.

ARTICLE 2.
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

     2.1 Capital Contributions. Upon execution of this Agreement, each Member shall contribute to the Company cash in the amount set forth opposite such Member’s name on Schedule 1 attached hereto. In exchange for such capital contribution, each Member shall receive the number of Units set forth opposite such Member’s name on Schedule 1. The Members may make and the Company may accept additional capital contributions, as mutually agreed by the Company and the Members.

     2.2 Capital Accounts. Separate capital accounts shall be maintained by the Company for each Member. The capital account of each Member shall be credited with the Member’s capital contributions (at fair market value with respect to contributed property, net of any liabilities assumed by the Company in connection with such contribution or to which such contributed property is subject) and shall be appropriately adjusted to reflect each Member’s allocations of Net Profits and Net Losses, the fair market value of property distributed (net of any liabilities assumed by such Member or any liabilities to which such property is subject) to the Member and such other adjustments as shall be required by Code Section 704 and the regulations promulgated thereunder.

     2.3 Limited Liability. No Manager or Member shall be personally liable to satisfy any judgment, decree, or order of a court for, or be personally liable to satisfy in any other manner, any debt, obligation, or liability of the Company solely by reason of being a Manager or Member.

     2.4 No Interest on or Right to Withdraw Capital Contributions. No interest shall be paid by the Company on capital contributions or on the balance in any capital account and no Member shall have the right to withdraw the Member’s capital contribution or to demand or receive a return of the Member’s capital contribution.

     2.5 Additional Units. Subsequent to the initial issuance of Units, additional Units may be issued and sold by the Company to any Person, whether or not already a Member, upon such terms and conditions as are determined by the Manager(s) (the “Additional Units”); provided however, that no Additional Units shall be issued and sold unless such Additional Units shall have first been offered to the Members pursuant to Section 2.7 below. Any Person purchasing Additional Units shall become a Member of the Company for all purposes upon signing a counterpart to this Agreement. The issuance and sale of Additional Units and the admission of the purchaser as an additional Member shall not cause the dissolution of the Company.

     2.6 Investment Representations and Acknowledgments. Each of the Members represents and acknowledges to the Company, with respect to the issuance of Units to such Member, as follows:

          (a) The Units are being purchased for the Member’s own account and for investment and not with a view to or for resale in connection with any distribution or

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public offering of the Units within the meaning of the Securities Act of 1933, state securities laws, and other applicable securities laws and rules (collectively the “Securities Laws”).

          (b) The Member has such knowledge and experience in financial and business matters that the Member is capable of evaluating the merits and risks of the purchase of the Units.

          (c) All documents, records, and books pertaining to the Company and the purchase of the Units have been made and are available to the Member and representatives of the Member, and the Member has had an opportunity to ask questions of and receive answers from all persons related to the Company concerning the Company and the Units.

          (d) Neither the Company nor any person acting on its behalf has offered or sold the Units by, or used in connection with such offer or sale, any form of general solicitation or general advertising, including without limitation, any handbills or any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

          (e) No commission, discount, or remuneration (excluding any legal, accounting, and printing fees) has been paid or given directly or indirectly in connection with the offer or sale of the Units or for soliciting any prospective buyer.

          (f) The Units have not been registered under any of the Securities Laws and cannot be resold or otherwise disposed of and must be held indefinitely unless they are subsequently registered under the Securities Laws or an exemption from registration is available.

          (g) The exemption under Rule 144 under the Securities Act of 1933 for a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, an issuer, and who has held for at least one year securities of an issuer concerning which there is available specified public information, will not be available because the Company does not contemplate making available such public information and it is not likely that a trading market in the Units will develop sufficiently to satisfy the “broker’s transaction” requirement of Rule 144.

          (h) The exemption under Rule 144 for a person other than a person described in paragraph (g) above who has held securities for at least two years will be available without regard to whether there is available specified public information concerning the Company or whether a trading market in the Units will develop sufficiently to satisfy the “broker’s transaction” requirement, but no market now exists or is expected to develop for the resale of the Units.

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          (i) The Company is under no obligation and does not intend to register the Units under the Securities Laws or to effect compliance with any exemption from registration under the Securities Laws in the future.

     2.7 Pre-Emptive Rights.

          (a) Before the Company may issue and sell Additional Units to any Person, including an existing Member, the Company must first offer (the “Offer”) to sell such Additional Units to all of the existing Members in accordance with this Section. The Offer must be bona fide, be in writing and be an offer with respect to all of the Additional Units offered by the Company. The Offer must identify and set forth the number of Additional Units subject to the Offer, the purchase price thereof, which must be stated in United States dollars (the “Offer Price”), the terms of payment of the Offer Price and the closing date, which shall not be earlier than thirty (30) days or later than one hundred twenty (120) days after the date notice of the Offer is given to the Members (collectively, the “Offer Terms”).

          (b) Effective upon the date the notice of the Offer is given by the Company to the Members (the “Notice Date”), each of the Members shall have the option to purchase, upon the Offer Terms, the number of Additional Units subject to the Offer multiplied by a fraction in which the numerator is the number of Units such Member owns and the denominator is the aggregate number of Units owned by all the Members. In order to exercise such option, a Member must give notice of such exercise to the Company within fifteen (15) days after the Notice Date.

          (c) The closing of all purchases under this Section shall take place thirty (30) days after the Notice Date or such other time as the parties to such closing agree. If any Member (or such Members’ representative) fails to appear at the closing or appears and fails to purchase the Additional Units which such Member is obligated to purchase, the closing shall be adjourned two business days and at such adjourned closing such Member may purchase such Additional Units.

          (d) If any Member does not exercise such Member’s option to purchase such Member’s proportionate share of the Additional Units, or if any Member exercises such option but fails to purchase such Member’s proportionate share of the Additional Units in accordance with Paragraph (c) above, the Company may sell the Additional Units not purchased by such Member pursuant to this Section to any Person, including any other Member, provided such sales shall occur not later than one hundred eighty (180) days after the Notice Date and only in accordance with the Offer Terms, except that the sales price may exceed the Offer Price.

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ARTICLE 3.
ALLOCATIONS AND DISTRIBUTIONS

     3.1 Allocation of Net Profits and Net Losses.

          (a) All Net Profits and Net Losses shall be allocated among the Members as set forth in this Section; provided, that federal income tax attributes of property contributed to the Company shall be allocated among Members so as to take into account the variation between the federal income tax basis of the property to the Company and its fair market value at the time of its contribution to the Company utilizing any method selected by the Manager(s) that is authorized by Code Section 704(c) and the regulations promulgated thereunder.

          (b) Except as provided in Section 3.1 (a), Net Profits shall be allocated at the end of each tax year of the Company among Members as follows:

               (i) First, to any Members having negative capital account balances, in proportion to and to the extent of such negative balances;

               (ii) Second, to the extent Net Losses were previously allocated under Section 3.1(c)(ii) and were not offset by previous allocations of Net Profits under this Section 3.1(b)(ii), Net Profits equal to the amount of such Net Losses shall be allocated in the manner such Net Losses were allocated; and

               (iii) The balance, if any, to Members in proportion to their respective ownership of Units.

          (c) Except as provided in Section 3.1 (a), Net Losses shall be allocated at the end of each tax year of the Company among Members as follows:

               (i) First, to the extent Net Profits were previously allocated under Section 3.1(b)(iii) and were not offset by previous allocations of Net Losses under this Section 3.1(c)(i), Net Losses equal to the amount of such Net Profits shall be allocated in the manner such Net Profits were allocated;

               (ii) Second, to any Members having positive capital account balances, in proportion to and to the extent of such positive balances; and

               (iii) The balance, if any, to Members in proportion to their respective ownership of Units.

     3.2 Distributions.

          (a) Subject to Section 3.3, distributions to Members shall be made in such amounts and at such times as the Manager(s) shall determine and among the Members in the following proportions:

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               (i) First, to Members having positive capital account balances, in proportion to and to the extent of such positive balances; and

               (ii) The balance, if any, to Members in proportion to their respective ownership of Units.

          (b) For purposes of this Section, neither a reimbursement to a Manager or a Member for an expenditure properly considered as a cost or expense of the Company, nor the payment by the Company of any fee to a Manager or Member, nor the payment to a Manager or Member of any principal or interest on any loan, shall be considered a distribution to a Member, and the Company may make any such reimbursement, payment, or repayment prior to any distribution to Members under this Section.

          (c) All distributions, upon dissolution or otherwise, shall be made solely from the Property and no Member (even if the Member has a deficit balance in the Member’s capital account) or Manager shall be personally liable for any such return. Any securities or other assets distributed to the Members shall be valued at their fair market value as determined in good faith by the Liquidator.

     3.3 Required Minimum Distributions.

          (a) On or before April 1 of each calendar year, the Company shall make a per Unit distribution in respect of the Company’s most recently ended tax year to Members of record on the last day of such year in an amount, determined by the Manager(s), equal to the Required Minimum Distribution, as defined below. The Required Minimum Distribution for each tax year shall be equal to the highest federal, state and local income taxes payable per Unit by any Member in respect of the Company’s net taxable income for such tax year (or by any direct or indirect owner of any Member or beneficiary of a trust that is a Member who incurs income tax liability in respect of the Company’s net taxable income).

          (b) Any cash distribution which exceeds the amount of the Required Minimum Distribution for any tax year shall not affect the determination of the Required Minimum Distribution for any subsequent tax year. Notwithstanding any other provision of this Agreement, the Company shall be under no obligation to make any Required Minimum Distribution if such distribution is then prohibited under applicable law or any agreement to which the Company is a party.

          (c) In recognition of the fact that some of the Members (or some of the direct or indirect owners of a Member or beneficiaries of a trust that is a Member who incurs income tax liability in respect of the Company’s net taxable income) may be required to make quarterly payments of estimated taxes in respect of the Company’s net taxable income, the Company may, if the Manager(s) so determines, make cash distributions of an estimate of the Required Minimum Distributions in quarterly installments (payable on or before the first day of January, April, July and October) in order to permit such persons to pay their quarterly estimated taxes.

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ARTICLE 4.
MANAGEMENT: RIGHTS, POWERS AND OBLIGATIONS OF THE MANAGERS

     4.1 Management and Control in General.

          (a) Subject to Sections 4.1(c) and 5.2(b), the business of the Company shall be exercised by or under the direction of the Manager(s). No Member, acting solely in the capacity as a member, is an agent of the Company or shall have any right to act on behalf of or to bind the Company. Each Manager shall have all the rights, powers and obligations of a manager as provided in the Act and as otherwise provided by law. Every Manager is an agent of the Company for the purpose of its business and affairs, and the act of any Manager, including, but not limited to, the execution in the name of the Company of any instrument for apparently carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Manager so acting has, in fact, no authority to act for the Company in the particular matter and the person with whom he is dealing has knowledge of the fact that the Manager has no such authority. An act of a Manager which is not apparently for the carrying on in the usual way the business of the Company does not bind the Company unless authorized in accordance with this Agreement.

          (b) Notwithstanding anything to the contrary in this Agreement or the Act, the approval, vote, or consent of the Members shall not be required, and the Manager(s) shall be authorized to approve, each of the following matters: (i) a merger or consolidation of the Company; (ii) an amendment to the Certificate; and (iii) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company.

          (c) Without the written consent of the holders of not less than 5/7 of the outstanding Units and not less than 5/7 of the then living Yung Siblings, the Company shall not: (i) employ or engage the services of any Member, any beneficiary of a trust that is a Member, or any Member’s Family Members or Affiliates (collectively a “Restricted Person”), and in no event shall the Company provide compensation or benefits to any Restricted Person in excess of the fair market value of the services actually rendered to the Company; (ii) make any loan or advancement to or receive any loan or advancement from any Restricted Person; (iii) issue to any Restricted Person any Units or any right to purchase, subscribe to, or otherwise acquire any Units or any interest therein, whether by granting options, Unit bonuses, warrants, rights, convertible securities, or otherwise; or (iv) enter into any other agreement or transaction with any Restricted Person.

     4.2 Number and Appointment of Manager(s); Removal.

          (a)The initial number of Manager(s) of the Company shall be one and the initial Manager of the Company shall be Joseph A. Yung. Such number may be changed from time to time upon the affirmative vote of Members holding a majority of the outstanding Units held by all Members. Each Manager shall hold office until such Manager’s resignation, removal or death.

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          (b) All the Managers or any individual Manager may be removed from office, without assigning any cause, by the affirmative vote of Members holding a majority of the outstanding Units held by all Members. In case of such removal, a new Manager may be elected at the same meeting. Failure to elect a Manager to succeed any Manager removed shall be deemed to create a vacancy in the Managers, unless the number of Managers is changed as provided in Section 4.2(a) above.

          (c) A Manager may resign at any time by giving written notice to the Company.

          (d) In the event of a vacancy in the position of Manager by reason of an increase in the number of Managers, resignation or removal, a new Manager shall be appointed by the affirmative vote of the Members holding a majority of the outstanding Units held by all Members.

          (e) A Manager shall not be required to be a Member, a resident of Mississippi, or a natural person.

     4.3 Employment of Others, Including Affiliates. The Manager(s) shall not be required to devote full time to the affairs of the Company and shall devote such time to Company affairs as they in their sole and unrestricted discretion deem necessary to manage and supervise the operations and business of the Company. The Manager(s) shall have the right to appoint officers and agents of the Company and establish their compensation and duties. Nothing contained in this Agreement shall preclude the employment by the Company of any Manager or Member or any agent or third party to operate and manage all or any portion of the Property or to provide any service relating to the business of the Company, subject to the control of the Manager(s). The Company may engage Affiliates of any Manager(s) or Member to render services to the Company, provided that any such engagement shall be upon terms and conditions no less favorable to the Company than could be obtained from an independent third party. Neither the Company nor any of the other Members shall have, as a consequence of the relationship created hereby, any right in or to any income or profits derived by a Manager or Member or an Affiliate of any of the Managers or Members from any business arrangements with the Company which are consistent with this Section.

     4.4 Expenses. The Company shall pay all costs and expenses arising from or relating to the organization of the Company, the acquisition of Property and the commencement and continuation of Company operations. The Company shall not be required to reimburse the Manager(s) and their Affiliates for overhead expenses incurred by them in providing services to the Company, but shall be required to reimburse such parties for reasonable out-of-pocket expenses so incurred by them.

     4.5 Title to Property. Title to Property shall be taken in the name of the Company or in the name or names of a nominee or nominees designated by the Manager(s).

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     4.6 Liability of Manager(s). No Manager or any Affiliate of a Manager, or their respective officers, shareholders, controlling persons, directors, agents and employees, shall be liable, responsible or accountable in damages or otherwise to the Company or to any of the Members, their successors or permitted assigns, for any act or failure to act in connection with the affairs of the Company, except liability for: (i) the amount of a financial benefit received by the Manager to which the Manager is not entitled; (ii) an intentional infliction of harm on the Company or the Members; (iii) an intentional violation of criminal law; or (iv) a violation of Section 79-29-606 of the Act.

     4.7 Indemnification. The Company shall, to the fullest extent permitted by law, indemnify or agree to indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not such Person is by or in the right of the Company, by reason of the fact that such Person is or was a Manager, officer, employee or agent of the Company or any Manager, or is or was serving at the request of the Company as a manager, director, trustee, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise or employee benefit plan, against expenses (including attorney fees), judgments, penalties, fines and amounts paid in settlement incurred in connection with any such action, suit or proceeding.

     4.8 Tax Matters Partner. The JMBS Casino Trust f/b/o Joseph A. Yung shall be the “tax matters partner” for purposes of the Code and shall have the authority to exercise all functions provided for in the Act, or in regulations promulgated thereunder by Treasury, including, to the extent permitted by such regulations, the authority to delegate the function of tax matters partner to any other person. The tax matters partner shall be reimbursed for all reasonable expenses incurred as a result of its duties as tax matters partner. In the event the tax matters partner resigns as tax matters partner or ceases to hold any Units, such tax matters partner shall thereupon cease to be the “tax matters partner” and such Member as appointed by the Manager(s) shall become the tax matters partner.

ARTICLE 5.
MEETINGS; VOTING AND OFFICERS

     5.1 Meetings of Members.

          (a) Notice of Meetings. Meetings of Members may be called by (i) the Manager(s) or (ii) the Members holding a majority of the outstanding Units held by all Members. Written notice of any meeting, stating the time, place and purpose of the meeting, shall be given either by personal delivery or by mail not less than seven (7) nor more than sixty (60) days before the date of the meeting to each Member of record. If mailed, such notice shall be addressed to the Member at its address as it appears in the Unit Journal. No business other than that specified in the notice shall be considered at any meeting.

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     (b) Quorum. The Members holding a majority of the outstanding Units held by all of the Members, present in person or represented by proxy, shall constitute a quorum for transaction of business at any meeting of the Members. Members holding a majority of the outstanding Voting Units held by all of the Members at such meeting (whether or not a quorum is present) may adjourn such meeting from time to time. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At the adjourned meeting the Company may transact any business which might have been transacted at the original meeting.

     (c) Actions. The affirmative vote of Members holding not less than a majority of the outstanding Voting Units held by all Members shall be necessary for the authorization or taking of any action voted upon by the Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Act, by the Certificate or by this Agreement.

     (d) Action by Members Without Meeting. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by the Members holding not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all of the Members were present and voting. Prompt notice of the taking of the action without a meeting by less than a unanimous consent shall be given to all Members, but the failure to provide such notice shall not affect the validity of the action.

     (e) Telephonic Meetings. The Members may participate in and act at any meeting of the Members through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the Persons so participating.

     (f) Transfers of Voting Rights and Proxies. The Members and the Company each agree not to enter into any agreement or understanding, oral or written, including, without limitation, voting agreements, member agreements, or proxies, pursuant to which any person other than the owner of Units acquires the ability to exercise, in whole or in part, any voting or other rights associated with such Units. Notwithstanding the foregoing, any Member may grant a revocable proxy to vote such Member’s Units with a duration of not more than thirty (30) days.

     (g) Place of Meeting. All meetings of Members shall be held at the place stated in the notice of meeting, which may be within or without Mississippi.

     (h) Waiver of Notice. When any notice is required to be given to any Member, a waiver thereof in writing executed by the Member, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice. The attendance of any Member at any such meeting without protesting, prior to or at the

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commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Member of notice of such meeting.

     5.2 Meetings of Managers.

          (a) Notice of Meetings. Meetings of Manager(s) may be called by any Manager. Written notice of any meeting, stating the time and place of the meeting, shall be given either by personal delivery or by mail not less than two (2) days nor more than thirty (30) days before the date of the meeting to each Manager. If mailed, such notice shall be sent to the Manager(s) in accordance with Section 9.2. Prompt notice of the taking of the action without a meeting by less than a unanimous consent shall be given to all Managers, but the failure to provide such notice shall not affect the validity of the action.

          (b) Quorum; Actions. A majority of the number of Managers then fixed by the Members shall constitute a quorum for transaction of business at any meeting of the Managers. The act of a majority of the total number of Managers is the act of the Managers.

          (c) Action by Managers Without Meeting. Any action required or permitted to be taken at a meeting of the Managers may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by a majority of the number of Managers then fixed by the Members.

          (d) Telephonic Meetings. The Managers may participate in and act at any meeting of the Managers through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the Persons so participating.

          (e) Place of Meeting. All meetings of Managers shall be held at the place stated in the notice of meeting, which may be within or without Mississippi.

          (f) Waiver of Notice. When any notice is required to be given to any Manager, a waiver thereof in writing executed by the Manager, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice. The attendance of any Manager at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Manager of notice of such meeting.

     5.3 Record Date and Closing Unit Transfer Books.

          (a) Record Date. For any lawful purpose, including without limitation the determination of the Members who are entitled to receive notice of or to vote at any meeting of Members or to receive payment of any distribution, the Manager(s) may fix a record date which shall not be a date earlier than the date on which the record date is fixed and shall not be more than sixty (60) days preceding the date of the meeting of Members or the date fixed for the payment of the distribution, as the case may be.

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When a determination of Members entitled to vote at any meeting of Members has been made as provided herein, such determination shall apply to any adjournment thereof.

          (b) Closing Unit Transfer Books. The Manager(s) may close the Company’s Unit Journal (as defined below) against Transfers of Units during the whole or any part of the period between the record date and the date fixed for the payment of any distribution.

          (c) Adjournments. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof.

     5.4 Officers.

          (a) Election. The Manager(s) may elect a president, one or more vice presidents, a treasurer, a secretary and such other officers and assistant officers as may be deemed necessary. Any two or more of such offices may be held by the same person. Election of an officer shall not of itself create contract rights.

          (b) Term. The officers of the Company shall hold office until their successors are elected and qualified, or for such shorter period as the Manager(s) may provide, but any officer may be removed at any time, with or without cause, by the Manager(s) without prejudice to the contract rights, if any, of the officer so removed. The Manager(s) may fill any vacancy in any office at any time.

          (c) President. The president shall be the chief executive officer of the Company and shall exercise supervision over the business of the Company and over its several officers subject to at all times the control of the Manager(s). The president shall have such other powers and duties as the Manager(s) may from time to time assign to the president.

          (d) Vice President. The vice president or vice presidents shall perform such duties as may from time to time be assigned to it or them by the Manager(s) or the president. At the request of the president or in case of its absence or disability, the vice president, or, if more than one, one of the vice presidents in the order of their seniority, shall perform all the duties of the president and when so acting shall have all of the authority of the president.

          (e) Secretary. The secretary shall attend all meetings of the Members and shall keep or cause to be kept a true and complete record of the proceedings of those meetings and shall perform whatever additional duties the Manager(s) or the president may from time to time prescribe.

          (f) Treasurer. The treasurer shall have custody of all funds and securities of the Company. The treasurer shall keep full and accurate accounts of receipts and disbursements and shall deposit all Company monies and other valuable effects in the name and to the credit of the Company in a depository or depositories designated by the Manager(s). The treasurer shall disburse the funds of the Company

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and shall render to the Manager(s), whenever they may require it, an account of its transactions as treasurer and of the financial condition of the Company. If requested by the Manager(s), the treasurer shall furnish a bond satisfactory to the Manager(s).

          (g) Assistant Officers. Assistant and subordinate officers shall perform such duties as the Manager(s) or the president may prescribe.

          (h) Absence of Officers. In the absence of any officer of the Company or for any other reason the Manager(s) may deem sufficient, the Manager(s) may delegate any or all of the powers or duties of such officer to any other officer or to any Manager.

          (i) Direction and Control. All of the officers of the Company shall at all times be and remain subject to the direction and control of the Manager(s).

ARTICLE 6.
TRANSFERS OF UNITS; ADMISSION OF NEW MEMBERS

     6.1 General; Withdrawal.

          (a) No Transfer of Units shall be made by any Member except Transfers which are permitted by and made in compliance with Sections 6.1 and 6.2 and either Section 6.3, 6.4, 6.5, or 6.6. No Units shall be Transferred: (i) without compliance with any and all state and federal securities laws and regulations; and (ii) unless the Transferee otherwise complies with this Agreement. Any attempted Transfer of Units in violation of this Article shall be null, void and of no effect and shall confer no rights on the Transferee as against the Company or any Member. The Transferor shall not retain any Membership Rights with respect to the Transferred Units, whether or not the Transferee is admitted as a Member. A Transfer of Units shall include all of the Transferor’s rights (including Membership Rights) with respect to the Transferred Units.

          (b) The effective date of a Transfer made in accordance with this Article shall be the date the conditions set forth in this Article are satisfied. The Company shall be entitled to treat the Transferor as the absolute owner of the Transferred Units in all respects and shall incur no liability for distributions or allocations made in good faith to the Transferor until such conditions are satisfied.

          (c) The costs incurred by the Company associated with the Transfer of Units and the admission (if any) of a Member contemplated by this Article (including reasonable attorneys’ fees) shall be borne by the Transferee.

          (d) No Transfer of Units shall be effective unless approved by the Commission, to the extent required by the Gaming Regulations.

     6.2 Rights of Transferee; Admission of Transferee Members. Each Transferor shall be deemed to give each Transferee the right to become a Member and each Transferee shall be admitted as a Member without the consent of the Manager(s) or the other Members. The Transferee shall have all of the Membership Rights of the

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Transferor and shall be subject to all of the restrictions and liabilities of the Transferor with respect to the Transferred Units; provided however, no Transferee shall be obligated for liabilities that cannot be ascertained from this Agreement and are otherwise unknown by the Transferee at the time the Transferee becomes a Member. In addition, in order for the Transferee to be admitted as a Member, the following conditions must be satisfied: (i) the Transfer shall be made by a written instrument, signed by the Transferor and accepted in writing by the Transferee, and a duplicate original of such instrument shall be delivered to the Company; and (ii) the Transferee shall execute and deliver to the Company a written instrument, in form reasonably satisfactory to the Company, pursuant to which the Transferee agrees to be bound by this Agreement.

     6.3 Certain Permitted Transfers. The following Transfers of Units are permitted:

          (a) A Transfer to which the holders of all of the outstanding Units consent in writing.

          (b) A Transfer upon the death of a Member who is an individual under the terms of the Member’s will or the laws of succession if the Member dies intestate.

          (c) A Transfer from a trust to the beneficiary of the trust in accordance with the terms of the trust.

     6.4 Contracts to Sell Units.

          (a) A Member (the “Seller”) who enters into a contract to sell any Units (the “Contract”) may sell such Units upon compliance with this Section.

          (b) The Contract must be bona fide, be conditioned only on compliance with this Agreement, be in writing, and be the entire agreement of the parties thereto. The Contract must identify and set forth the Units subject to the Contract (the “Contract Units”), the purchase price for such Contract Units, which must be stated in United States dollars (the “Contract Price”), and the terms of payment of the Contract Price and the closing date, which shall be not earlier than ninety (90) days nor later than one hundred twenty (120) days after the date notice of the Contract is given to the Company and to all Members (collectively the “Contract Terms”), and the name, address, and telephone number of the purchaser and if the purchaser is not to be the beneficial owner of the Contract Units, the name, address, and telephone number of such beneficial owner (collectively the “Purchaser”). The Contract must be executed by and be binding on the Seller and Purchaser subject only to compliance with this Agreement.

          (c) Immediately upon execution of the Contract, the Seller shall give notice of the Contract to the Company and to all Members. Such notice must contain a copy of the Contract.

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          (d) Effective upon the date such notice is given (the “Effective Date”), the Company shall have the option to purchase the Contract Units upon the Contract Terms, except that the exercise price shall be the lesser of the Contract Price or the Book Value. The Manager(s) shall determine whether and as to how many of the Contract Units the Company shall exercise such option. In order to exercise such option, the Company must give notice of such exercise, stating the number of Contract Units as to which the Company is exercising such option and the number of Contract Units as to which the Company is not exercising such option, if any (the “Remaining Contract Units”), to all of the Members within thirty (30) days after the Effective Date. If the Company exercises such option with respect to less than all of the Contract Units, such exercise shall be deemed to be contingent upon the exercise, under Paragraph (e) below, of options to purchase all of the Remaining Contract Units.

          (e) If the Company does not exercise such option or exercises such option with respect to less than all of the Contract Units, effective thirty-one (31) days after the Effective Date each of the Members except the Seller (the “Option Member(s)”) shall have the option to purchase, upon the Contract Terms except that the exercise price shall be the lesser of the Contract Price or the Book Value thereof, the number of Remaining Contract Units multiplied by a fraction in which the numerator is the number of Units such Option Member owns and the denominator is the aggregate number of Units owned by all Option Members. In order to exercise such option, an Option Member must give notice of such exercise to the Seller and all Members within sixty-one (61) days after the Effective Date. If no Option Members exercise such option, the Seller shall proceed in accordance with Paragraph (g) below. If less than all Option Members exercise such option: (i) each of the Option Members exercising such option (collectively the “Exercising Members”) shall be obligated to purchase the number of Remaining Contract Units multiplied by a fraction in which the numerator is the number of Units such Exercising Member owns and the denominator is the aggregate number of Units owned by all Option Members; and (ii) in addition, any Exercising Member who, in its notice of exercise, offers to purchase additional Remaining Contract Units (which become available if less than all Option Members exercise such option), shall be obligated to purchase the number of Remaining Contract Units not obligated to be purchased under clause (i) above multiplied by a fraction in which the numerator is the number of Units such Exercising Member owns and the denominator is the aggregate number of Units owned by all Exercising Members making an offer described in this clause (ii). If no Exercising Members so make such an offer, the Seller shall proceed in accordance with Paragraph (g) below.

          (f) The closing of all purchases under this Section shall take place on the later of (i) ninety (90) days after the Effective Date or (ii) the closing date, if any, under the Contract Terms. If any purchaser (or its representative) fails to appear at the closing or appears and fails to purchase the Contract Units which such purchaser is obligated to purchase, the closing shall be adjourned two business days and at such adjourned closing the Company or any Exercising Member may purchase such Contract

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Units and they may allocate such Contract Units between them in any manner to which they may agree.

          (g) If the Company and the Members do not exercise their respective options to purchase all of the Contract Units, or if they exercise such options but fail to purchase all of the Contract Units in accordance with Paragraph (f) above, the Seller shall sell the Contract Units only to the Purchaser and only in accordance with the Contract Terms, but not later than one hundred eighty (180) days after the Effective Date. If the Purchaser does not purchase all of the Contract Units from the Seller within such period, or if they make or wish to make any change, whether or not such change is material, in the Contract Terms, the Seller’s right to sell to the Purchaser under this Section shall terminate, and the Seller shall not sell the Contract Units without again complying with this Section.

          (h) The parties acknowledge that the value of the Units is enhanced by holding a controlling interest in the Company and controlling the Company’s affairs. Therefore, in the best interest of all Members, the parties agree that if after (but not prior to) the sale of Units provided in any Contract the Purchaser and its Affiliates would hold directly or indirectly a majority of the outstanding Voting Units, and if the options to purchase all of the Contract Units are not exercised in accordance with this Section, the Contract shall be deemed to include an offer by the Purchaser to purchase all Units held by all Members on the same terms as the Contract Terms, including all consideration paid under restrictive covenants and that portion of the consideration paid under consulting or employment agreements, leases, or similar arrangements which exceeds the reasonable value of the services or property furnished. For purposes of this paragraph (h), a Person shall be deemed to hold all Units which such Person may at any time subscribe to or acquire under all securities such Person holds.

     6.5 Disassociation.

          (a) If an event of disassociation occurs with respect to any Member as provided in Section 79-29-307 of the Act, the disassociating Member shall cease to be a Member, and to the extent the disassociating Member continues to hold Units such Person shall be treated for all purposes as an unadmitted transferee, holding Financial Rights but no Governance Rights, with respect to such Units. The disassociating Member shall have no right to receive the fair value of such Units as a result of the event of disassociation.

          (b) No Member has the power to withdraw by voluntary act from the Company.

     6.6 Purchase of Units Upon Finding of Unsuitability.

          (a) If at any time the Commission finds that any Member is unsuitable to own Units under the Gaming Regulations (the “Finding”), such Member shall sell all of its Units in accordance with this Section 6.6 and the Gaming Regulations. Beginning on the date when the Commission serves notice upon the Company of a Finding, the

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unsuitable Member shall not receive any share of the Net Profits or Net Losses in respect of such Member’s Units, exercise, directly or through any trustee or nominee, any voting right conferred by such Units, or receive any remuneration in any form from the Company, for services rendered or otherwise.

          (b) The purchase price per Unit for such Units shall be the greater of an amount equal to the Book Value thereof or the Capitalized Value thereof.

          (c) The purchase and sale of all Units under this Section shall take place not less than ten (10) days after the Finding. The Company shall at its option (i) pay the purchase price in full by cash or certified or cashier’s check, or (ii) pay not less than one-fifth of the purchase price in cash or by certified or cashier’s check and the balance by delivery of its promissory note in the form of Exhibit B attached hereto. If the Company delivers a promissory note to such Member, the Company shall grant to such Member a perfected security interest in the Units sold to the Company by such Member.

     6.7 Priority of Procedures

          (a) If any permitted Transfer with respect to any Units is pending under Section 6.3 (Certain Permitted Transfers), Section 6.4 (after notice of a Contract is given), or Section 6.6 (after a Finding ), and if before closing any event occurs which would or could cause another permitted Transfer with respect to the same Units otherwise to become pending, then any procedures required or permitted to effect the “junior” permitted Transfer, as defined in Section 6.7(b), shall be stayed until after the closing of the “senior” Permitted Transfer, at which time such procedures, to the extent not rendered moot by such closing, shall continue as if such stay had not been effective.

          (b) For purposes of this Section: the following Sections shall have the following order of priority, ranked from the most “senior” to the most “junior”: Section 6.6 (Finding), Section 6.3 (Certain Permitted Transfers), and Section 6.4 (Contracts).

ARTICLE 7.
REPORTS AND TAX MATTERS

          7.1 Books, Records and Reports.

          (a) The Company shall keep at its principal place of business the following: (i) a current list of the full name and last known street address of each Member and Manager; (ii) a copy of the Certificate and all certificates of amendment and restatement thereof, together with executed copies of any powers of attorney pursuant to which any Certificate has been executed; (iii) a copy of this Agreement; and (iv) unless contained in the Certificate or this Agreement, a writing setting out: (A) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each Member and which each Member has agreed to contribute; (B) the times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made; and (C) any events upon the happening of which the Company is to be dissolved and its affairs wound up. The records specified under this section are subject to inspection and copying at the

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reasonable request, and at the expense, of any Member or Manager during ordinary business hours.

          (b) The Manager(s) shall cause the Company to prepare and file income tax returns with the appropriate authorities. Within ninety (90) days after the close of each fiscal year of the Company, the Manager(s) shall send to each person who was a Member at any time during such fiscal year such information as will be sufficient to prepare documents which may be required to be filed by such Members under applicable federal, state and local income tax laws.

          (c) Within ninety (90) days after the close of the Company’s fiscal year, the Company shall use its best efforts to cause each Member to receive financial statements of the Company for the fiscal year then ended (including a balance sheet and statement of income).

     7.2 Record of Unit Ownership. The Manager(s) shall maintain a journal of ownership of all of the outstanding Units containing the name and address of each Member, the number of Units held and whether each Member is a Member (the “Unit Journal”). The Unit Journal shall be conclusive evidence of the ownership of the Units and status as a Member absent manifest error.

     7.3 Section 754 Election. In the event of a distribution of property made in the manner provided in Code Section 734, or in the event of a Transfer of any Unit permitted by this Agreement made in the manner provided in Code Section 743, the Company may, but shall not be required to, file an election under Code Section 754 in accordance with the procedures set forth in the regulations promulgated thereunder.

ARTICLE 8.
DISSOLUTION AND TERMINATION

     8.1 Dissolution of the Company. The Company shall be dissolved and its affairs wound up upon the earlier occurrence of any of the following events:

          (a) the written agreement of Members holding a majority of the Units held by all the Members; or

          (b) the written consent of a majority of the Manager(s); or

          (c) the sale of all or substantially all of the Property or other conversion of all or substantially all of the Property to cash; or

           (d) Upon the entry of a decree of judicial dissolution under Section 79-29-802 of the Act.

The Company shall not be dissolved upon an event of dissociation of a Member as provided in Section 79-29-307 of the Act.

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     8.2 Liquidation and Winding Up.

          (a) Upon dissolution of the Company, the Manager(s), shall serve as liquidator of the Company (the “Liquidator”). The Liquidator shall, with reasonable speed, wind up the affairs of the Company and liquidate the Property. The Liquidator shall have unlimited discretion to determine the time, manner and terms of any sale of Property having due regard to the activity and condition of the relevant market and general financial and economic conditions and shall be authorized to continue the business of the Company in order to maximize its value as a going concern for eventual sale.

          (b) Upon completion of the winding up of the affairs and business of the Company, the assets of the Company shall be distributed by the Liquidator in the following manner and order of priority:

               (i) First, such assets shall be applied to the payment of debts and liabilities of the Company (including any loans from a Manager or Member to the Company) and the payment of expenses of the winding up of the affairs and business of the Company;

               (ii) Second, such assets shall be applied to the setting up of any reserves (to be held by the Liquidator) which the Liquidator may deem necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Company; and

               (iii) Finally, the remainder, if any, of such assets shall be distributed to the Members in accordance with the provisions of Article 3.

          (c) If any Member shall be indebted to the Company, then until payment of such indebtedness by such Member, the Liquidator shall retain such Member’s distributive share of Property and apply the same to the payment of such indebtedness.

          (d) The Liquidator shall comply with all requirements of the Act and other applicable law pertaining to the dissolution, winding up and liquidation of a limited liability company.

ARTICLE 9.
MISCELLANEOUS PROVISIONS

     9.1 Definitions. As used in this Agreement, the following terms shall each have the meaning set forth in this Article (unless the context otherwise requires).

          “Act” shall mean Chapter 79 of Title 29 of the Mississippi Code of 1972, as amended, as now in effect or as hereafter amended or revised, and any references to sections of the Act shall include any successor provisions of similar tenor or effect.

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          “Affiliates” of a Person shall mean any Person directly or indirectly controlling, controlled by or under common control with such Person.

          “Agreement” shall mean this Agreement, as the same may be amended or supplemented from time to time in accordance with the provisions hereof.

          “Book Value” of a Member’s Units shall mean the amount that would be distributed to such Member in accordance with Section 8.2(b)(iii) if, as of the Valuation Date, the Company were dissolved and the Property were liquidated at its book value as reflected on the balance sheet of the Company, reduced by any distribution declared and distributed with respect to such Units after the Valuation Date and prior to the closing of the purchase and sale of such Units, or increased by any distribution declared with respect to such Units before the Valuation Date and recorded as a liability in the Company’s balance sheet, if the record date for such distribution is after the sale of such Units. Such balance sheet shall have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year.

          “Capitalized Value” of a Member’s Units shall mean the amount that would be distributed to such Member in accordance with Section 8.2(b)(iii) if, as of the Valuation Date, the Company were dissolved and the Property were liquidated and the Company’s liabilities paid in full for an amount equal to five times the weighted average EBIDTA per Unit of the Company for the three (3) years ended the Valuation Date, as shown on the Company’s statements of profit and loss for such years. The weighted average adjusted EBITDA per Unit for such period shall be calculated by multiplying the most recent year’s adjusted EBITDA before tax per Unit by three, the second most recent year’s adjusted EBITDA before tax per Unit by two, and the third most recent year’s adjusted EBITDA before tax per Unit by one, then by adding such products together, and then by dividing the total sum by six. The adjusted EBITDA per Unit for each year shall be the EBITDA of the Company divided by the average number of Units issued and outstanding during the year. Such statements of profit and loss shall have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year. If the Company has not then had three fiscal years of operations, the period from the date hereof through the Valuation Date shall be used in lieu of the three years ended the Valuation Date, and the EBITDA for such period shall not be weighted and shall be annualized.

          “Code” shall mean the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

          “Commission” shall mean the Mississippi Gaming Commission.

          “EBITDA” shall mean earnings before interest, taxes, depreciation, and amortization.

          “Event” shall mean (i) the “Effective Date” with respect to Contracts to sell Units pursuant to Section 6.4, or (ii) the date of a Finding under Section 6.6.

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          “Family Members” shall mean an individual’s spouse, lineal descendants, spouses of lineal descendants, parents of spouse, brothers and sisters of spouse, or lineal descendants (and spouses of such lineal descendants) of such brothers and sisters, or any trust for the benefit of such persons. The Family Members of a trust that is a Member shall refer to the Family Members of the beneficiaries of the trust.

          “Financial Rights” shall mean those rights associated with a Unit to share in the Net Profits and Net Losses and distributions with respect to such Unit, and the right to assign such rights, in accordance with the terms of this Agreement, the Certificate, and the Act.

          “Gaming Regulations” shall mean all statutes, laws, rules, and regulations applicable to gaming in the State of Mississippi.

          “Governance Rights” shall mean all rights associated with a Unit other than Financial Rights, including, without limitation, the right to vote, receive notices and attend meetings of Members, and the right to assign such rights to a Transferee.

          “Member” shall mean each Person who holds any Units.

          “Membership Rights” shall mean Financial Rights and Governance Rights.

          “Net Profits” and “Net Losses” shall mean (i) the income or loss, as the case may be, of the Company for federal income tax purposes for a tax year as determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in Net Profits and Net Losses), plus (ii) any tax-exempt income received by the Company, less (iii) any expenditures of the Company described in Code Section 705(a)(2)(B) (including any expenditures treated as being described in Section 705(a)(2)(B) pursuant to the regulations promulgated under Code Section 704(b)).

          “Person” shall mean and include an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

          “Property” shall mean, at any time, all property, whether real or personal, interests, assets or rights owned or held by or on behalf of the Company at such time.

          “Transfer” shall mean any sale, assignment, transfer, conveyance, pledge, encumbrance, grant or other disposition, direct or indirect, voluntary, involuntary, or by operation of law, and with or without consideration, by a Member.

          “Transferee” shall mean any Person to whom a Transfer of Units is made.

          “Transferor”shall mean any Member who makes a Transfer of Units.

          “Units” shall mean units of ownership interest in the Company into which the Members’ ownership interests in the Company are divided. The initial Units are set

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forth opposite each Member’s name on Schedule 1, and thereafter the Units held by a Member or a Member shall be reflected in the Unit Journal.

          “Valuation Date” shall mean the end of the Company’s fiscal year coinciding with or preceding the date of the Event. If the Company has not then had any fiscal year end, the Valuation Date shall be the end of the calendar month coinciding with or preceding the date of the Event.

          “Yung Siblings” shall mean William J. Yung, IV, Joseph A. Yung, Julie A. Naught, Judith A. Yung, Jennifer A. Yung, Michelle M. Yung, and Scott A. Yung.

     9.2 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given and received on date of delivery if delivered personally or by facsimile, or on the second day after deposit in the United States mail if mailed by prepaid first-class registered or certified mail, addressed to such Member or Manager at such Member’s or Manager’s address in the records of the Company.

     9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi.

     9.4 Successors and Assigns. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the Members and their respective heirs, executors, administrators, successors and permitted assigns. Any person acquiring or claiming an interest in the Company, in any manner whatsoever, shall be subject to and bound by all the terms, conditions and obligations of this Agreement to which its predecessor in interest was subject or bound, without regard to whether such person has executed this Agreement or a counterpart hereof or any other document contemplated hereby. No person shall have any rights or obligations relating to the Company greater than those set forth in this Agreement, and no person shall acquire an interest in the Company or become a Member except as permitted by the terms of this Agreement.

     9.5 Counterparts. This Agreement may be executed in any number of identical counterparts, each of which, for all purposes, shall be deemed an original, and all of which constitute, collectively, one and the same Agreement. In addition, this Agreement may contain more than one counterpart signature page and may be executed by the affixing of the signature of each of the Members to one of such counterpart signature pages, and all such counterpart signature pages shall be read as one and shall have the same force and effect as though all the signers had signed the same signature page.

     9.6 Additional Assurances. Upon the request of the Company, each Member agrees to perform all further acts and execute, acknowledge and deliver any documents which the Company deems reasonably necessary to effectuate the provisions of this Agreement.

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     9.7 Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto. This Agreement may be amended only by a writing signed by all of the parties hereto and by not less than 5/7 of the then living Yung Siblings.

     9.8 Partition. Each of the parties hereto irrevocably waives during the term of the Company any right that such party may have to maintain any action for partition with respect to the Property.

     9.9 No Waiver. Failure or delay of any party in exercising any right or remedy under this Agreement, or any other agreement between the parties, or otherwise, will not operate as a waiver thereof. The express waiver by any party of a breach of any provision of this Agreement by any other party shall not operate or be construed as a waiver of any subsequent breach by such party. No waiver will be effective unless and until it is in written form and signed by the waiving party.

     9.10 Gender and Number. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.

     9.11 Headings. The captions in this Agreement are inserted for convenience of reference only and shall not affect the construction of this Agreement. References in this Agreement to any Article, Section, Paragraph, Subparagraph or Schedule are to the same contained in this Agreement.

     9.12 Validity and Severability. The invalidity, illegality or unenforceability of any provision of this Agreement or the application thereof to any person or circumstance, to any extent, for any reason, shall not affect the validity, legality, or enforceability of the remainder of such provision, or any other provision hereof or the application of any provision to any other person or circumstance, and such provision under this Agreement shall be reformed to the extent necessary to effectuate the foregoing, it being intended that the rights and obligations of the parties hereto be enforceable to the fullest extent permitted by law.

     9.13 No Third Party Rights. This Agreement and the covenants and agreements contained herein are solely for the benefit of the parties hereto. No other person shall be entitled to enforce or make any claims, or have any right pursuant to the provisions of this Agreement.

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     The undersigned have signed this Agreement as of the date set forth above.

JMBS CASINO LLC		THE JMBS CASINO TRUST
		f/b/o William J. Yung, IV
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Manager		Joseph A.Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Joseph A. Yung		f/b/o Julie A. Haught
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Trustee		Joseph A. Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Judith A. Yung		f/b/o Jennifer A. Yung
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Trustee		Joseph A. Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Michelle M. Yung		f/b/o Scott A. Yung
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Trustee		Joseph A. Yung, Trustee

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SCHEDULE 1

SCHEDULE OF INITIAL MEMBERS, CAPITAL CONTRIBUTIONS AND UNITS

Name and Address	Description and Agreed
of Member	Value of Capital Contribution		Units
The JMBS Casino Trust	$	1,000,000		1000
f/b/o William J. Yung, IV 3061 Prestwicke Drive Edgewood, KY 41017
The JMBS Casino Trust	$	1,000,000		1000
f/b/o Joseph A. Yung 3061 Prestwicke Drive Edgewood, KY 41017
The JMBS Casino Trust	$	1,000,000		1000
f/b/o Julie A. Haught 3061 Prestwicke Drive Edgewood, KY 41017
The JMBS Casino Trust	$	1,000,000		1000
f/b/o Judith A. Yung 3061 Prestwicke Drive Edgewood, KY 41017
The JMBS Casino Trust	$	1,000,000		1000
f/b/o Jennifer A. Yung 3061 Prestwicke Drive Edgewood, KY 41017
The JMBS Casino Trust	$	1,000,000		1000
f/b/o Michelle M. Yung 3061 Prestwicke Drive Edgewood, KY 41017
The JMBS Casino Trust	$	1,000,000		1000
f/b/o Scott A. Yung 3061 Prestwicke Drive Edgewood, KY 41017

EXHIBIT B

SECURED PROMISSORY NOTE

$                                         

                    , 20___

     On or before [five years after the date hereof], for value received, the undersigned (the “Maker”) hereby promises to pay to the order of ______ (the “Payee”), at such place as the Payee may designate in writing from time to time, the principal sum of                      and                      /100 Dollars ($                     ) with interest from the date hereof until maturity at the “prime rate” from time to time in effect as announced in The Wall Street Journal, with the interest rate hereunder adjusted at the time of each adjustment to the “prime rate”. Principal and interest hereunder shall be payable in twenty (20) consecutive quarterly installments of principal and interest, the first of which shall be due and payable three months after the date hereof, each in the amount that would be necessary to fully amortize the principal balance over the remaining term at the interest rate then in effect. In the event any payment of principal or interest required hereunder is not made within ten (10) days of its due date, a late payment charge equal to 5% of the amount of such payment shall be immediately due and payable from the Maker to the Payee.

     The Maker hereby grants to the Payee a security interest in                      Units, issued to and in the name of the Maker, and all additions thereto and substitutions therefor, all income, dividends, and other distributions thereon, and all proceeds thereof (the “Collateral”). The Maker hereby delivers to the Payee UCC Financing Statements appropriately completed, signed by Maker, and such other documents necessary to perfect a security interest in the Collateral. The Maker shall hold in trust for and immediately deliver to the Payee with such endorsements, assignments, or powers all securities received in addition to or in exchange for the Collateral, all rights to subscribe for securities incident thereto, and all additional securities issued to the Maker on or in respect of the Collateral, whether as a distribution on any of the Collateral, as a result of any split or combination of any of the Collateral, by reclassification, or otherwise, and all such securities shall be Collateral under this note.

     Notwithstanding anything in this note to the contrary, the Maker shall make no payment of principal or interest on this note if, at the time of such payment or upon giving effect thereto, there shall exist a default in the payment of principal or interest with respect to any Senior Indebtedness, or there shall have occurred an event of default with respect to any Senior Indebtedness permitting the holder thereof to accelerate the maturity thereof, until such event of default is cured, waived or ceases to exist. “Senior Indebtedness” shall mean any indebtedness of Maker for borrowed money to any bank or other institutional lender, and any deferrals, renewals, modifications, refundings or extensions of any such indebtedness. Upon any payment or distribution of the assets of Maker upon dissolution, winding up, liquidation, or reorganization (whether in bankruptcy, insolvency, reorganization or receivership

proceedings, or upon an assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of Maker, or otherwise), all Senior Indebtedness shall first be paid in full in cash, or provision made for such payment, before Payee shall be entitled to receive any payment or distribution from or by Maker on account of the principal or interest on this note.

     The Maker may prepay any or all of the unpaid principal balance hereof and all accrued interest thereon at any time without penalty or premium. All payments hereunder shall be applied first to accrued interest and then to unpaid principal. Partial prepayments of principal shall be applied to installments due hereunder in the inverse order of their maturities. At the Payee’s option, all payments due or to become due under this note shall become immediately due and payable upon the following events (“Events of Default”); (i) thirty (30) days after the Payee gives the Maker written notice of any default in making any payment due under this note without cure of such default within such period, or (ii) upon the death, dissolution, liquidation, termination of existence, insolvency, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or commencement of any proceedings under any bankruptcy, insolvency, or reorganization laws by or against the Maker. The Maker shall pay on demand all costs of collection and attorneys’ fees and disbursements incurred or paid by the Payee in enforcing payment of this note or realizing on any Collateral securing payment of this note. In the event of any such Event of Default or after maturity, interest on the unpaid principal balance hereof shall accrue from the date of such Event of Default or maturity at the rate of 3% plus the prime rate from time to time in effect as announced in The Wall Street Journal.

     Prior to the occurrence of any Event of Default hereunder, the Maker shall have the right to exercise all voting and other rights and to receive all distributions with respect to the Collateral. At any time after the occurrence of any such Event of Default, the Payee may transfer any or all of the Collateral into its name and, with or without such transfer, may exercise all voting and other rights and receive all dividends and other distributions with respect to the Collateral, but no such transfer shall constitute a taking of such Collateral in satisfaction of the Maker’s obligations hereunder unless the Payee expressly so indicates by letter mailed or delivered to the Maker.

     Upon the occurrence of any such Event of Default, and at any time thereafter, the Payee may exercise all rights and remedies of a secured party under the Uniform Commercial Code as adopted in Mississippi or under the laws of any state where Collateral is located. Without making demand against any person for payment of this note or first resorting to any other collateral, the Payee may sell or otherwise dispose of any or all of the Collateral (with the right to bid for and buy free from any redemption right) at public or private sale or in any brokers’ board or exchange, for cash, upon credit, or for future delivery. Any requirement of reasonable notice under the Uniform Commercial Code shall be met if such notice is mailed, postage prepaid, to the person entitled to such notice at least ten days prior to the sale or disposition of the Collateral. The Maker acknowledges that a public sale would require a registration of Collateral under federal or state securities law, and in such case the Maker waives any right to require a public sale on the ground that the proceeds of a private sale may be less than

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the proceeds of a public sale. The Payee at any such sale may at its option restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account in compliance with Rule 506 under the Securities Act of 1933 or any other applicable exemptions available under such Act. The Payee will not be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given. The Payee may adjourn any sale and sell at the time and place to which the sale is adjourned.

     No delay or omission of the Payee in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. A waiver on any one occasion shall not be construed as a bar to or a waiver of any such right on any future occasion.

     The Maker waives presentment, notice of protest, protest, and all other demands and notices in connection with the delivery, acceptance, performance, default, or enforcement of this note, except notice of nonpayment.

     As used in this note, “Payee” includes the original payee of this note, an endorsee or assignee of this note who is in possession of it, or the bearer of this note if it is payable to bearer.

     This note shall be binding upon and inure to the benefit of the Maker and Payee and their respective heirs, successors and assigns. This note shall be deemed to be made in and all provisions hereof construed under the laws of the State of Mississippi. The unenforceability or invalidity of any provision of this note shall not affect the enforceability or validity of any other provision hereof.

JMBS CASINO LLC

By:                                                             

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EX-3.13(A)

EXHIBIT 3.13 (a)

JMBS CASINO LLC

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT

     THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the “Amendment”) is made and entered into as of December 29, 2006 by JMBS CASINO LLC, a Mississippi limited liability company (the “Company”), and the persons who have executed this Amendment or a counterpart hereof.

     1. Recitals. The Company and the JMBS Casino Trust f/b/o Joseph A. Yung, the JMBS Casino Trust f/b/o Judith A. Yung, the JMBS Casino Trust f/b/o Michelle M. Yung, the JMBS Casino Trust f/b/o William J. Yung, IV, the JMBS Casino Trust f/b/o Julie A. Haught, the JMBS Casino Trust f/b/o Jennifer A. Yung, and the JMBS Casino Trust f/b/o Scott A. Yung (collectively, the “Members”) are parties to a Limited Liability Company Agreement dated as of February 6, 2002 (the “Agreement”). Section 9.7 of the Agreement states that the Agreement may be amended only by a writing signed by the Company, the Members and not less than 5/7 of the then living Yung Siblings (as defined in the Agreement). The Company, the Members and the Yung Siblings desire to amend the Agreement in accordance with the terms of this Amendment.

     2. Amendment.

          (a) Purpose. Section 1.4 of the Agreement is hereby amended and restated in its entirety as follows:

     1.4 Purpose. The Company is formed for the purpose of (i) acquiring, owning, and operating the riverboat gaming facility known as Bayou Caddy’s Jubilee Casino and the hotel known as The Greenville Inn & Suites, both in Greenville, Mississippi, together with all appurtenances and privileges and other real and personal property related thereto, (ii) becoming the member of Greenville Hotel II, LLC, a Mississippi limited liability company that operates the Greenville Inn & Suites in Greenville, Mississippi, (iii) entering into the Financing Documents and any and all documents contemplated by the Financing Documents and the performance of the obligations of the Company thereunder, including the grant of guarantees, the grant of security and the compliance with the affirmative and negative covenants, registration rights agreements, indemnities, representations and warranties and other agreements and obligations set forth therein, and (iv) engaging in any other lawful act or activity. The Company shall have all the powers necessary, incidental, or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

          (b) Management and Control in General. Section 4.1(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

     (c) Without the written consent of the holders of not less than 5/7 of the outstanding Units and not less than 5/7 of the then living Yung Siblings, the Company shall not: (i) employ or engage the services of any Member, any beneficiary of a trust that is a Member, or any Member’s Family Members or Affiliates (collectively a “Restricted Person”), and in no event shall the Company provide compensation or benefits to any Restricted Person in excess of the fair market value of the services actually rendered to the Company; (ii) make any loan or advancement to or receive any loan or advancement from any Restricted Person; (iii) issue to any Restricted Person any Units or any right to purchase, subscribe to, or otherwise acquire any Units or any interest therein, whether by granting options, Unit bonuses, warrants, rights, convertible securities, or otherwise; or (iv) enter into any other agreement or transaction with any Restricted Person; provided, however, that the Company shall be permitted to take any of the foregoing actions to the extent contemplated by, or required by the terms of, the Financing Documents, including taking such action as may be necessary to permit any Restricted Person to fulfill its obligations under the Financing Documents.

          (c) Definitions. Section 9.1 of the Agreement shall be amended by adding the following definition after the definition of “Financial Rights” and before the definition of “Gaming Regulations”:

“Financing Documents” shall mean (i) the Credit Agreement to be entered into by and among Wimar OpCo, LLC (d/b/a Tropicana Entertainment)(“Tropicana Entertainment”), Wimar OpCo Intermediate Holdings, LLC, CP Laughlin Realty, LLC, Columbia Properties Vicksburg, LLC, JMBS Casino LLC, Credit Suisse, as Administrative and Collateral Agent, the other Agents and Arrangers party thereto and the Lenders party thereto (the “Credit Agreement”), (ii) each other Loan Document (as defined in the Credit Agreement), (iii) the Indenture, to be dated on or about December 28, 2006 (the “Indenture”), among Tropicana Entertainment, Wimar OpCo Finance Corp. (d/b/a Tropicana Finance) (“Tropicana Finance” and, together with Tropicana Entertainment, the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”), to be supplemented by the Supplemental Indenture to be dated on or about January 3, 2007, among the Notes Guarantors identified therein (including the Company), the Issuers and the Trustee, (iv) the Securities (as defined in the Indenture) to be issued under the Indenture, (v) the Purchase Agreement dated December 14, 2006, among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers identified therein, together with the counterparts thereto executed by the guarantors of the Securities (including the Company), and (vi) the Registration Rights Agreement to be dated on or about December 28, 2006, among the Issuers and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers identified therein, together with the counterparts thereto executed by the guarantors of the Securities

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(including the Company), in each case as such agreements and documents may be amended, modified or supplemented from time to time.

     3. Remainder of Agreement. Except as amended by this Amendment, the Agreement shall remain in full force and effect.

     4. Acknowledgment of Financing Documents. Each of the Members, and each of the Yung Siblings, as beneficiaries of the JMBS Casino Trust, hereby acknowledges and agrees that the Company is entering into the Financing Documents and that such action is in the best interests of the Company, and further hereby consents to and endorses the entry into of the Financing Documents. Each of the Members, and each of the Yung Siblings, further hereby acknowledges that upon the execution by the Company of the Financing Documents, it will become a party thereto and will be subject to the guarantees, grants of security, affirmative and negative covenants, registration rights agreements, indemnities, representations and warranties and other agreements and obligations set forth therein, and hereby consents to thereto.

     5. Acknowledgment of Negative Pledge. Each of the Members, and each of the Yung Siblings, as beneficiaries of the JMBS Casino Trust, hereby acknowledges and agrees that the JMBS Casino Trust is entering into a Negative Pledge pursuant to which it agrees not to encumber or dispose of the equity of the Company and that such action is in the best interests of the Company, and further hereby consents to and endorses the entry into of the Negative Pledge. Each of the Members, and each of the Yung Siblings, further hereby acknowledges that upon the execution by the JMBS Casino Trust of the Negative Pledge, it will become a party thereto and will be subject to the affirmative and negative covenants, indemnities, representations and warranties and other agreements and obligations set forth therein, and hereby consents to thereto.

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Signed as of the date above.
JMBS CASINO LLC		THE JMBS CASINO TRUST
		f/b/o William J. Yung, IV
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Manager		Joseph A. Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Joseph A. Yung		f/b/o Julie A. Haught
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Trustee		Joseph A. Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Judith A. Yung		f/b/o Jennifer A. Yung
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Trustee		Joseph A. Yung, Trustee
THE JMBS CASINO TRUST		THE JMBS CASINO TRUST
f/b/o Michele M. Yung		f/b/o Scott A. Yung
By:	/s/ Joseph A. Yung	By:	/s/ Joseph A. Yung
	Joseph A. Yung, Trustee		Joseph A. Yung, Trustee
		/s/ William J. Yung
		William J. Yung
/s/ Michelle M. Yung		/s/ Joseph A.Yung
Michelle M. Yung		Joseph A. Yung

Signature Page to First Amendment to JMBS Casino Limited Liability Company Agreement

/s/ Scott A. Yung	/s/ Julie A. Haught
Scott A. Yung	Julie A. Haught
/s/ Judith A. Yung	/s/ Jennifer A. Yung
Judith A, Yung	Jennifer A. Yung

Signature Page to First Amendment to JMBS Casino Limited Liability Company Agreement

EX-3.14

EX-3.14(A)

Exhibit 3.14(a)

CERTIFICATE OF

AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES TAHOE, LLC

     William J. Yung, pursuant to and by virtue of Chapter 86 of the Nevada Revised Statutes, hereby certifies that:

     (i) He is the President of Wimar Tahoe Corporation (“Wimar”), which is the sole member of Columbia Properties Tahoe, LLC, a Nevada limited liability company (the “Company”);

     (ii) The Articles of Organization of the Company were filed with the Nevada Secretary of State on April 19, 2005;

     (iii) In order to comply with the Nevada Gaming Act, the Articles of Organization of the Company shall be amended and restated in their entirety as follows by substituting Article VI as below for Article VI as contained in the original articles, and adding new Article VII:

“AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
COLUMBIA PROPERTIES TAHOE, LLC

ARTICLE I
NAME

     Section 1.1. The name of the Company is Columbia Properties Tahoe, LLC.

ARTICLE II
TERM

     Section 2.1. Unless earlier dissolved in accordance with the laws of the State of Nevada, the Company shall have perpetual existence.

ARTICLE III
RESIDENT AGENT AND REGISTERED OFFICE

     Section 3.1. The name of the initial resident agent and the initial address of the registered office where process may be served in the State of Nevada is The Corporation Trust Company of Nevada. The Company may, from time to time, in the manner provided by the laws of the State of Nevada, change the resident agent and the registered office within the State of Nevada.

ARTICLE IV
ORGANIZER

     Section 4.1. The name and address of the organizer signing these Articles of Organization is:

Name	Address
Tedd H. Friedman	255 E. Fifth Street, Ste. 2400 Cincinnati, OH 45202

ARTICLE V
MANAGEMENT

     Section 5.1. Management by Member. The management of the Company is reserved to the Member.

     Section 5.2. Name and Address of Member. The name and address of the Member of the Company is:

Name	Address
Wimar Tahoe Corporation	207 Grandview Drive Fort Mitchell KY 41047

     Section 5.3. Rights of the Member. The Member shall have the right to contract debts on behalf of the Company and to execute, acknowledge and deliver instruments and documents providing for the acquisition, mortgage, encumbrance, or disposition of real and personal property, and do all acts in the name of and on behalf of the Company.

ARTICLE VI
GAMING PURPOSE

     Section 6.1. The character and general nature of the business to be conducted by the Company shall include the operation of the casino and hotel currently known as Caesar’s Tahoe Hotel & Casino in Stateline, Nevada.

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ARTICLE VII
GAMING RESTRICTION

     Section 7.1. Notwithstanding anything to the contrary expressed or implied in these articles, the sale, assignment, transfer, pledge or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (“Commission”). If at any time the Commission finds that a member who owns an interest is unsuitable to hold that interest, the Commission shall immediately notify the Company of that fact. The Company shall, within 10 days from the date that it receives notice from the Commission, return to the unsuitable member the amount of his capital account as reflected on the books of the Company. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the Company, it is unlawful for the unsuitable member: (a) To receive any share of the distribution of profits or cash or any other property of, or payments upon dissolution of, the Company, other than a return of capital as required above; (b) To exercise directly or through a trustee or nominee, any voting right conferred by such interest; (c) To participate in the management of the business and affairs of the Company; or (d) To receive any remuneration in any form from the Company, for services rendered or otherwise.

     Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company, at which time the Company shall within 10 days, after the Company receives notice from the Commission, return to the member in cash, the amount of his capital account as reflected on the books of the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

ARTICLE VIII
PRINCIPAL PLACE OF BUSINESS

     Section 8.1. The Company shall be authorized to maintain its principal place of business in any of the states of the United States of America, the District of Columbia, the territories of the United States and any foreign country, to the extent permitted by the laws of such jurisdiction.

ARTICLE IX
INDEMNIFICATION AND PAYMENT OF EXPENSES

     Section 9.1. Indemnification and Payment of Expenses. In addition to any other rights of indemnification permitted by the laws of the State of Nevada as may be provided for by the Company in its operating agreement or by any other agreement, the expenses of the member, or any of the member’s stockholders, directors, officers, employees or agents, incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such member, or any of the member’s stockholders, directors, officers, employees or agents, in his or its capacity as such and acting on behalf of the Company, must be paid by the Company, or through insurance purchased and maintained by the Company or the member, or through other financial arrangements made by the Company or the member permitted by the laws of the State of Nevada, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an unsecured undertaking by or on behalf of the member to repay the

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amount if it is ultimately determined by a court of competent jurisdiction that he or it is not entitled to be indemnified by the Company.

     Section 9.2. Repeal, Modification and Conflicts. Any repeal or modification of Section 9.1 approved by the member or members of the Company shall be prospective only. In the event of any conflict between Section 9.1 and any other article of the Company’s articles of organization, the terms and provisions of Section 9.1 shall control.”

     (iv). The foregoing Amended and Restated Articles of Organization have been duly approved by Wimar as the sole the member of the Company.

DATED this 29^th day of April, 2005.

WIMAR TAHOE CORPORATION
By:	/s/ William J. Yung
	William J. Yung
	President

STATE OF KENTUCKY

COUNTY OF KENTON

This instrument was acknowledged before me on this 29^th day of April, 2005 by William J. Yung as President of Wimar Tahoe Corporation.

/s/ MICHELLE STALLMEYER  

MICHELLE STALLMEYER 

Notary Public, Kentucky State at Large
My Commission Expires Oct 24, 2008 

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EX-3.15

Exhibit 3.15

COLUMBIA PROPERTIES TAHOE, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

     THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and entered into as of April 19, 2005, by and among Columbia Properties Tahoe, LLC, a Nevada limited liability company (the “Company”) and Wimar Tahoe Corporation (the “Member”). The parties hereto, intending to be legally bound, agree as follows:

     1. Formation of Limited Liability Company. On April 19, 2005, the Company was organized as a limited liability company pursuant to NRS 86 (the “Act”) by the filing of Articles of Organization (“Articles”) with the Secretary of State of Nevada as required by the Act. The Member hereby adopts and ratifies the Articles, a copy of which is attached as Exhibit A hereto, and ratifies the actions of the Company’s organizer. In the event of a conflict between the terms of this Operating Agreement and the terms of the Articles, the terms of the Articles shall prevail.

     2. Name. The name of the Company shall be Columbia Properties Tahoe, LLC.

     3. Statutory Agent. The Company’s initial statutory agent shall be Corporation Trust Company of Nevada 6100 Neil Road, Suite 500, Reno, Nevada 89520. The Member may, at any time and from time to time, change the statutory agent of the Company.

     4. Purpose. The Company is formed for the purpose of engaging in any activity in which limited liability companies may lawfully engage. The Company shall have all the powers necessary, incidental or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

     5. Fiscal Year. The fiscal year of the Company shall be the calendar year or such other fiscal year as the Member shall determine pursuant to the provisions of Code Section 706(b).

     6. Term. The Company was formed on the date of filing of the Articles of Organization and its period of existence shall be perpetual.

     7. Initial Capital Contribution. Upon execution of this Agreement, the Member shall contribute to the Company cash, property, services rendered, promissory notes or any other binding obligation to contribute cash or property or to perform services of the type and in the amount set forth opposite the Member’s name on Schedule 1 attached hereto. In exchange for such capital contribution, the Member shall receive the number of units of ownership interest in the Company (“Units”) set forth opposite the Member’s name on Schedule 1. The Member hereby acknowledges and agrees that the Units are being purchased for the Member’s own account and for investment purposes only and not for resale in connection with the distribution or public offering of the Units within the meaning of the Securities Act of 1933, the Nevada Securities Act, or any other applicable securities laws and rules.

     8. Limited Liability. The Member shall not be personally liable to satisfy any judgment, decree, or order of a court for, or be personally liable to satisfy in any other manner, any debt, obligation, or liability of the Company solely by reason of being a Member.

     9. Management and Control in General. The Member shall have full and exclusive power to manage and control the business and affairs of the Company. The Member is the agent of the Company for the purpose of its business. Any act of the Member in apparently carrying on in the usual way the business of the Company shall bind the Company.

     10. Officers. The Member may elect a president, one or more vice presidents, treasurer, secretary and such other officer or officers as it may deem necessary. Any two or more of such offices may be held by the same person. The officers of the Company shall hold office until their successors are elected and qualified, or for such order period as the Member may provide, but any officer may be removed at any time, with or without cause, by the Member without prejudice to the contract rights, if any, of the officers who were removed. The Member may fill any vacancy in the office at any time. All of the officers of the Company shall at all times be and remain subject to the direction or control of the Member.

     11. Transfer of Units. The Member may transfer all or any portion of the Units at any time and, unless in the instrument of transfer the Member withholds the membership rights with respect to the transferred Units, such transferee shall be admitted as a Member and shall be entitled to all membership rights with respect to the transferred Units.

     12. Unit Journal. The Member shall maintain a journal of ownership of all of the outstanding Units containing the name and address of each Member, the number of Units held and whether such Unit holder is a Member (the “Journal”). The Unit Journal shall be conclusive evidence of the ownership of the Units and status as a Member absent manifest error.

     13. Dissolution of the Company. The Company shall be dissolved upon the action of the Member or Members holding a majority of the Units held by all the Members.

     14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

     15. Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto. This Agreement may be amended only by a written amendment signed by the Member.

     16. No Third Party Rights. This Agreement and the covenants and agreements contained herein are solely for the benefit of the parties hereto. No other person shall be entitled to enforce or make any claims, or have any right pursuant to the provisions of this Agreement.

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     The undersigned have signed this Agreement as of the date set forth above.

COLUMBIA PROPERTIES TAHOE, LLC	MEMBER:
By: Wimar Tahoe Corporation	WIMAR TAHOE CORPORATION
Its: Sole Member
By: /s/ [ILLEGIBLE]	By: /s/ [ILLEGIBLE]

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EX-3.15(A)

EXHIBIT 3.15(a)

COLUMBIA PROPERTIES TAHOE, LLC

FIRST AMENDMENT TO

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

     This First Amendment to Limited Liability Company Operating Agreement (the “Amendment”), is made and entered into as of January 3, 2007 by and among COLUMBIA PROPERTIES TAHOE, LLC, a Delaware limited liability company (the “Company”) and WIMAR OPCO, LLC (the “Member”), who agree as follows:

     1. Recitals. The parties hereto are parties to a Limited Liability Company Operating Agreement dated June 7, 2006 (the “Agreement”). The parties hereto desire to amend the Agreement in accordance with the terms of this Agreement.

     2. Amendment. Section 7 of the Agreement is hereby amended to include the following language:

“A Member’s interest in the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Each such certificate shall set forth the number of Units issued and outstanding and the number of Units issued to the holder of the certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the Company.”

COLUMBIA PROPERTIES TAHOE, LLC

By: Wimar OpCo, LLC

Its: Member

By: Wimar Tahoe Corporation
Its: Manager
By:	/s/ William J. Yung
Name: WILLIAM J. YUNG
Title: PRESIDENT

WIMAR OPCO, LLC
By: Wimar Tahoe Corporation
Its: Manager
By:	/s/ William J. Yung
Name: WILLIAM J. YUNG
Title: PRESIDENT

EX-3.16

EXHIBIT 3.16

ARTICLES OF ORGANIZATION

OF
CP BATON ROUGE CASINO, L.L.C,

     The undersigned, acting pursuant to the Louisiana Limited Liability Company Law, R.S. 12:1301, et seq., adopts the following Articles of Organization:

ARTICLE I
NAME

     The name of the limited liability company is “CP Baton Rouge Casino, L.L.C,”.

ARTICLE II
PURPOSE

     The purpose of the Company is to conduct any lawful activity for which limited liability companies may be formed,

ARTICLE III
MANAGEMENT BY MEMBER

     The Company shall be managed by its Member.

ARTICLE IV
AUTHORITY TO BIND COMPANY

     The Member is a mandatary of the Company for all matters whether or not in the ordinary course of the Company’s business and the Member may alienate, lease or encumber any of the Company’s immovables whether or not in the ordinary course of the Company’s business. There are no limitations on the Member’s ability to bind the Company.

ARTICLE V
RELIANCE ON CERTIFICATE

     Persons dealing with the Company may rely upon a certificate bearing the signature of the Member to establish the membership of the Member, the authenticity of any records of the Company, or the authority of any person to act on behalf of the Company, including but not limited to the authority to take the actions referred to in La. R.S. 12:1318(B).

ARTICLE VI

TERM

     The term of the Company shall be perpetual or until dissolved in accordance with the Act.

     New Orleans, Louisiana, this 14^th day of June, 2005.

WITNESSES:
/s/ [ILLEGIBLE]	/s/ J. Kelly Duncan
	J. KELLY DUNCAN, ORGANIZER
/s/ [ILLEGIBLE]

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ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

BEFORE ME, the undersigned authority, personally came and appeared:

J. KELLY DUNCAN

to me known to be the person who signed the foregoing instrument as Organizer, and who, having been duly sworn, acknowledged and declared, in the presence of the undersigned witnesses, that he signed such instrument as his free and voluntary act and deed for the purposes set forth therein.

     IN WITNESS WHEREOF, the Appearer, witnesses and I have hereunto affixed our hands on this 14^th day of June, 2005, at New Orleans, Louisiana.

WITNESSES:
/s/ James S. Wright III	/s/ J. Kelly Duncan
JAMES S. WRIGHT III	J. KELLY DUNCAN, ORGANIZER
/s/ Norman L. Anseman III
NORMAN L. ANSEMAN III
	/s/ Christopher S. Mann
	NOTARY PUBLIC
	CHRISTOPHER S. MANN
	NOTARY PUBLIC
	STATE OF LOUISIANA
	MY COMMISSION IS FOR LIFE
	La. State Bar Roll No. [ILLEGIBLE]

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EX-3.16(A)

Exhibit 3.16(a)

CP BATON ROUGE CASINO, L.L.C.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

     THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and entered into as of January 3, 2007, by and among CP Baton Rouge Casino, L.L.C, a Louisiana limited liability company (the “Company”) and Wimar OpCo, LLC (the “Member”). The parties hereto, intending to be legally bound, agree as follows:

     1. Formation of Limited Liability Company. The Company was organized as a limited liability company pursuant to the Louisiana Limited Liability Company Law, R.S. 12:1301, et seq, (the “Act”) by the filing of Articles of Organization on June 14, 2005 (the “Articles”), with the Secretary of State of Louisiana as required by the Act. The Member hereby adopts and ratifies the Articles, as amended and restated, a copy of which is attached as Exhibit A hereto, and ratifies the actions of the Company’s organizer. In the event of a conflict between the terms of this Operating Agreement and the terms of the Articles, the terms of the Articles shall prevail.

     2. Name. The name of the Company shall be CP Baton Rouge Casino, L.L.C.

     3. Statutory Agent. The Company’s statutory agent shall be J. Kelly Duncan, 201 St. Charles Avenue, New Orleans, Louisiana 70170. The Member may, at any time and from time to time, change the statutory agent of the Company.

     4. Purpose. The Company is formed for the purpose of engaging in any activity in which limited liability companies may lawfully engage. The Company shall have all the powers necessary, incidental or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

     5. Fiscal Year. The fiscal year of the Company shall be the calendar year or such other fiscal year as the Member shall determine pursuant to the provisions of Code Section 706(b).

     6. Term. The Company was formed on the date of filing of the Articles of Organization and its period of existence shall be perpetual.

     7. Initial Capital Contribution. Upon execution of this Agreement, the Member shall contribute to the Company cash, property, services rendered, promissory notes or any other binding obligation to contribute cash or property or to perform services of the type and in the amount set forth opposite the Member’s name on Schedule 1 attached hereto. In exchange for such capital contribution, the Member shall receive the number of units of ownership interest in the Company (“Units”) set forth opposite the Member’s name on Schedule 1. The Member hereby acknowledges and agrees that the Units are being purchased for the Member’s own account and for investment purposes only and not for resale in connection with the distribution or public offering of the Units within the meaning of the Securities Act of 1933, the Louisiana Securities Act, or any other applicable securities laws and rules.

     8. Certification. A Member’s interest in the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Each such certificate shall set forth the number of Units issued and outstanding and the number of Units issued to the holder of the certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the Company. Membership interests issued by the Company (i) shall constitute securities governed by La. R.S. 10:8-103(c) and (ii) shall be evidenced by certificates, each of which shall bear the following legend: “This certificate evidences an interest in CP Baton Rouge Casino, L.L.C. and shall be a security for purposes of Article 8 of the Uniform Commercial Code, as adopted in the State of Louisiana.”

     9. Limited Liability. The Member shall not be personally liable to satisfy any judgment, decree, or order of a court for, or be personally liable to satisfy in any other manner, any debt, obligation, or liability of the Company solely by reason of being a Member.

     10. Management and Control in General. The Member shall have full and exclusive power to manage and control the business and affairs of the Company. The Member is the agent of the Company for the purpose of its business. Any act of the Member in apparently carrying on in the usual way the business of the Company shall bind the Company.

     11. Officers. The Member may elect a president, one or more vice presidents, treasurer, secretary and such other officer or officers as it may deem necessary. Any two or more of such offices may be held by the same person. The officers of the Company shall hold office until their successors are elected and qualified, or for such order period as the Member may provide, but any officer may be removed at any time, with or without cause, by the Member without prejudice to the contract rights, if any, of the officers who were removed. The Member may fill any vacancy in the office at any time. All of the officers of the Company shall at all times be and remain subject to the direction or control of the Member.

     12. Transfer of Units. The Member may transfer all or any portion of the Units at any time and, unless in the instrument of transfer the Member withholds the membership rights with respect to the transferred Units, such transferee shall be admitted as a Member and shall be entitled to all membership rights with respect to the transferred Units.

     13. Unit Journal. The Member shall maintain a journal of ownership of all of the outstanding Units containing the name and address of each Member, the number of Units held and whether such Unit holder is a Member (the “Journal”). The Unit Journal shall be conclusive evidence of the ownership of the Units and status as a Member absent manifest error.

     14. Dissolution of the Company. The Company shall be dissolved upon the action of the Member or Members holding a majority of the Units held by all the Members.

     15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.

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     16. Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto. This Agreement may be amended only by a written amendment signed by the Member.

     17. No Third Party Rights. This Agreement and the covenants and agreements contained herein are solely for the benefit of the parties hereto. No other person shall be entitled to enforce or make any claims, or have any right pursuant to the provisions of this Agreement.

     The undersigned have signed this Agreement as of the date set forth above.

CP BATON ROUGE CASINO, L.L.C.			MEMBER:
By:	Wimar OpCo, LLC		WIMAR OPCO, LLC
Its:	Sole Member
By:	Wimar Tahoe Corporation		By:	Wimar Tahoe Corporation
Its:	Manager		Its:	Manager
By:	/s/ WILLIAM J. YUNG		By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG		Name:	WILLIAM J. YUNG
	Title:	PRESIDENT		Title:	PRESIDENT

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SCHEDULE 1

SCHEDULE OF INITIAL MEMBER, CAPITAL CONTRIBUTIONS AND UNITS

	Description and Agreed
Name and Address of Member	Value of Capital Contribution	Units
Wimar OpCo, LLC 207 Grandview Drive Ft. Mitchell, KY 41017	$100.00	100

EX-3.17

EXHIBIT 3.17

ARTICLES OF INCORPORATION
OF
ARGOSY OF LOUISIANA, INC.

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

     BE IT KNOWN, on this 29^th day of July, 1993, before me, the undersigned Notary Public, personally came and appeared:

H. Steven Norton

a resident of full age of majority of the County of Madison, State of Illinois, who declared to me, in the presence of the undersigned competent witnesses, that availing himself of the provisions of the Louisiana Business Corporation Law (Title 12, Chapter 1, Louisiana Revised Statutes of 1950, as revised and codified by Act 105 of 1968, Legislature of Louisiana), he does hereby organized himself, his successors and assigns, into a corporation in pursuant of that law, under and in accordance with the following Articles of Incorporation:

Article I
Corporate Name

     The name of the corporation is ARGOSY OF LOUISIANA, INC.

Article II
Corporate Purpose

     The Corporation’s purpose is to engage in any lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana.

     Article III
Authorized Stock

     The Corporation is authorized to issue 10,000 shares of stock at no par value.

Article IV
Incorporator

     The incorporator’s name and address is:

H. Steven Norton
219 Piasa Street
Alton, Illinois 62002

Article V
Corporation Action by Shareholders

     Any corporate action of shareholders, including specifically but not by way of limitation, adoption of amendments to the articles, approval of merger and consolidation agreements, and authorization of voluntary disposition of all or substantially all the corporate assets, may be taken on affirmative vote of a majority of the voting power present.

Article VI
Election of Directors

     In the election or removal of directors, each shareholder of record is entitled to multiply the number of votes to which he is entitled by the number of directors to be elected, and to cast all such votes for one candidate or distribute them among any two or more candidates.

Article VII
Director’s Proxy

     Any director absent from a meeting of the board or any committee thereof may be represented by any other director or shareholder who may cast the absent director’s vote according to his written instructions, general or special.

Article VIII
Stock Buy-Sell Agreement

     The holders of the shares of common stock shall not sell any of the same to any third person until such holder desiring to sell shall have first offered the same through the secretary of the Corporation to the other holders of common stock in writing for a period of thirty (30) days at the same price at which an acceptable bona fide offer therefor from a third person whose name and address shall be disclosed, may have been received by such holder. Within the first twenty (20) days of the thirty (30) day period the other then registered holders of common stock shall have the right to purchase said stock so offered in proportion to their holdings of common stock. In the next ten (10) days of the thirty (30) day period, the shareholders electing to purchase common stock shall have the right to purchase the stock offered but not theretofore purchased by the other holders of common stock. Any stock not purchased on the thirtieth (30) day may be purchased by the Corporation according to law.

Article IX
Indemnification and Directors and Officers Liability

     A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or

officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 92(D) of the Louisiana Business Corporation Law, or (iv) for any transaction from which the director or officer derived any improper personal benefit. If the Louisiana Business Corporation is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Louisiana Business Corporation law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation exising at the time of such repeal or modification.

     The Corporation shall indemnify and hold harmless each director and officer now or hereinafter serving the Corporation from and against any and all claims and liabilities to which he may be or become subject by reason of his now or hereafter being or having heretofore been a director or officer of the Corporation and/or by reason of his alleged acts of omissions as such officer or director at the time when any such claim or liability is asserted, and shall reimburse each such director and officer for, all legal and other expenses reasonably incurred by him in connection with defending any and all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlement made before final adjudication with the approval of the Board of Directors, whether or not he continues to be such officer or director at the time such expenses are incurred; provided, however, that no director or officer shall be indemnified against any claim or liability arising out of his own negligence or willful misconduct or shall be indemnified against or reimbursed for any expenses incurred in defending any and all such claims or liability or in settling the same unless in the judgment of the directors or the shareholders of the Corporation the director or officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.

     THUS DONE AND SIGNED at my office in the City of Baton. Rouge, Parish and State aforesaid, on the day, month, and year set forth above, in the presence of the undersigned competent witnesses and me, Notary, after due reading of the whole.

WITNESSES:		INCORPORATOR:
		/s/ H. Steven Norton
		H. Steven Norton
[ILLEGIBLE]
	[ILLEGIBLE]
	NOTARY PUBLIC

EX-3.18

EXHIBIT 3.18

ARGOSY OF LOUISIANA, INC.
*  *  *  *  *
B Y    L A W S
*  *  *  *  *

ARTICLE I

OFFICES

     Section 1. The registered office shall be located in the city of Baton Rouge, Parish of East Baton Rouge, State of Louisiana.

     Section 2. The corporation may also have offices at such other places both within and without the state of Louisiana as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held at such place within or without the State of Louisiana as shall be designated from time to time by the Board of Directors and stated in the notice of the meetings.

     Section 2. Annual meetings of shareholders, commencing with the year 1994, shall be held on such date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be

delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The purpose need not be stated in the notice.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of Shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Louisiana as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the Board of Directors, or the holders of not less than 25% of all the shares entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

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ARTICLE IV

QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed herein, shall nevertheless constitute a quorum for the purpose of electing directors.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a

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vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

     If the articles of incorporation provide that a consent may be signed by fewer than all of the shareholders having voting power on any question, then the consent need be signed only by shareholders holding that proportion of the total voting power on the question which is required by the articles of incorporation or by law, whichever requirement is higher. The consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all or the required proportion of the shareholders entitled to vote on the particular question, shall be filed with the records of proceedings of the shareholders. If the consent is signed by fewer than all of the shareholders having voting power on the question, prompt notice shall be given to all of the shareholders of the action taken pursuant to the consent.

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ARTICLE V

DIRECTORS

     Section 1. The number of directors shall be between one (1) and ten (10) as determined from time to time by the Board of Directors. Directors need not be residents of the State of Louisiana nor shareholders of the corporation. The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders.

     Section 2. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy, or a newly created directorship, shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     In addition vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify.

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     Section 3. The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Louisiana, at such place or places as they may from time to time determine.

     Section 5. The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

     ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Louisiana.

     Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors

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in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Special meetings of the Board of Directors may be called by the president on 10 days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of one or more directors.

     Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by the articles

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of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

     Section 8. Unless otherwise restricted by the articles of incorporation or these by-laws, members of the Board of Directors may participate in a meeting of the Board of Directors, by means of conference telephone or similar communications equipment provided all persons participating in the meeting can hear and communicate with each other, and such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

     PROXY VOTE BY DIRECTORS

     Section 9. Any director absent from a meeting may be represented by any other director or shareholder, who may cast the vote of the absent director according to the written instructions, general or special, of said absent director, filed with the secretary.

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ARTICLE VII

EXECUTIVE COMMITTEE

     Section 1. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the tine when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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     Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

     Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, a vice-president, a secretary and a treasurer. The Board of Directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

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     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

     Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Board of Directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and

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shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision the secretaries shall be. The secretary shall have custody of the corporate seal of the corporation and the secretary or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the secretaries signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by her signature.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the

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secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

     Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the treasurers transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the Board of Directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the treasurers office and for the restoration to the corporations in case of the treasurers death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

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     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

     Section 3. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of

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succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice of and to vote at a meeting, or to receive a dividend, or to receive or exercise subscription or other rights, or to participate in a reclassification of stock, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for determination of shareholders for such purpose, such date to be not more than sixty days and, if fixed for the purpose of determining shareholders entitled to notice of and to vote at a meeting, not less than ten days, prior to the date on which the action requiring the determination of shareholders is to be taken.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall

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have express or other notice thereof, except as otherwise provided by the laws of Louisiana.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such

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other person or persons as the Board of Directors may from time to time designate.

ARTICLE XII

AMENDMENTS

     Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the board.

     The shareholders shall have the right to change or repeal any by-laws adopted by the directors.

ARTICLE XIII

INDEMNIFICATION OF OFFICERS,

DIRECTORS, EMPLOYEES AND AGENTS

     SECTION 1. The corporation shall indemnify any person who has or is a party or is threatened to be made a party to any threatened, pending or completed action, suite or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and

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reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suite or proceeding by judgment order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believe to be in or not opposed to the best interest of the corporation, or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his conduct was unlawful.

     SECTION 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or

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matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     SECTION 3. To the extent that a director, officer, employee or agent of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 hereof, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     SECTION 4. Any indemnification under Sections 1 and 2 hereof unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2 hereof. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum

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of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

     SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this article.

     SECTION 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to be the benefit of the heirs, executors and administrators of such person.

     SECTION 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any

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such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections.

     SECTION 8. If the corporation has paid indemnity or has advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

     SECTION 9. For purposes of this Section, referenced to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of the Section with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

     SECTION 10. For purposes of this Section, references to “other enterprises” shall include employee benefit plans; referenced to “fines” shall include any excise taxes assessed on a

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person with respect to an employee benefit plan; and reference to “serving at the request of the corporation” shall include any service as director, officer, employee or agent of the corporation which imposes duties on, or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the corporation” as referred to in this Section.

ARTICLE XIV

AMENDMENTS

     Section 2. Unless the power to make, alter, amend or repeal the by-laws is reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made, altered, amended or repealed by the shareholders or the Board of Directors, but no by-laws adopted by the shareholders may be altered, amended or repealed by the Board of Directors if the by-laws so provide. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with laws or the articles of incorporation.

Document Number: 36802

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EX-3.19

EXHIBIT 3.19

ARTICLES OF INCORPORATION
or
JAZZ ENTERPRISES INC.

     The undersigned acting pursuant to the Business Corporation Law of Louisiana, adopts the following Articles of Incorporation.

ARTICLE I

The name of the corporation is Jazz Enterprises, Inc.

ARTICLE II

     The purpose of the corporation is to engage in any lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana.

ARTICLE III

     The aggregate number of shares of capital stock which this corporation is authorized to issue is one hundred thousand (100,000) common shares without par value.

ARTICLE IV

     The name and address of the incorporator is:

Paula C. Bradley
4939 Jamestown Avenue Suite 2018
Baton Rouge, LA 70808

THUS DONE AND SIGNED this 10th, day of June 1992.

/S/ Paula C. Bradley  

Paula Bradley  

Incorporator 

ACKNOWLEDGMENT

STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE

BEFORE ME, the undersigned authority, personally came and Appeared:

PAULA C. BRADLEY

     to me known to be the person who signed the foregoing Articles of Incorporation of Jazz Enterprises, Inc. as incorporator, and who being duly

sworn, did acknowledge and declare, that he signed said instrument as his free act and deed for the purposes mentioned therein.

     IN WITNESS WHEREOF, the said appearer, witnesses and I have hereunto affixed our hands on this 10th day of June, 1992, at Baton Rouge, Louisiana.

WITNESSES:
/S/ [ILLEGIBLE]	/S/ Paula C. Bradley
	Paula C. Bradley
	Incorporator
/S/ [ILLEGIBLE]

               /S/ [ILLEGIBLE]  

                     NOTARY PUBLIC 

INITIAL REPORT

OF

JAZZ ENTERPRISES INC.

TO:	The Secretary of State
	Baton Rouge, Louisiana

     Complying with the Business Corporation Law of Louisiana, Jazz Enterprises, Inc. hereby makes its initial report as follows:

The address of the registered office is:

4939 Jamestown Avenue, Suite 201B
Baton Rouge, LA 70808

The name and address of the registered agent is:

Paula C. Bradley
4939 Jamestown Avenue, Suite 201B
Baton Rouge, LA 70808

The name and address of the first director is:

Paula C. Bradley
4939 Jamestown Avenue, Suite 201B
Baton Rouge, LA 70808

Baton Rouge, Louisiana this 10th day of February, 1992.

/S/ Paula C. Bradley  

Paula C. Bradley 

Incorporator 

EX-3.20

EXHIBIT 3.20

JAZZ ENTERPRISES, INC.

*****

BY LAWS

*****

ARTICLE I

OFFICES

     Section l. The registered office shall be located in the city of Baton Rouge, Parish of East Baton Rouge, State of Louisiana.

     Section 2. The corporation may also have offices at such other places both within and without the state of Louisiana as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held at such place within or without the State of Louisiana as shall be designated from time to time by the Board of Directors and stated in the notice of the meetings.

     Section 2. Annual meetings of shareholders, commencing with the year 1996, shall be held on such date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be

delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The purpose need not be stated in the notice.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Louisiana as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the Board of Directors, or the holders of not less than 25% of all the shares entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

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ARTICLE IV

QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed herein, shall nevertheless constitute a quorum for the purpose of electing directors.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a

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vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

     If the articles of incorporation provide that a consent may be signed by fewer than all of the shareholders having voting power on any question, then the consent need be signed only by shareholders holding that proportion of the total voting power on the question which is required by the articles of incorporation or by law, whichever requirement is higher. The consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all or the required proportion of the shareholders entitled to vote on the particular question, shall be filed with the records of proceedings of the shareholders. If the consent is signed by fewer than all of the shareholders having voting power on the question, prompt notice shall be given to all of the shareholders of the action taken pursuant to the consent.

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ARTICLE V

DIRECTORS

     Section 1. The number of directors shall be between one (1) and ten (10) as determined from time to time by the Board of Directors. Directors need not be residents of the State of Louisiana nor shareholders of the corporation. The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders.

     Section 2. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy, or a newly created directorship, shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     In addition vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify.

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     Section 3. The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Louisiana, at such place or places as they may from time to time determine.

     Section 5. The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

     Section l. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Louisiana.

     Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors

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in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Special meetings of the Board of Directors may be called by the president on 10 days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of one or more directors.

     Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by the articles

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of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

     Section 8. Unless otherwise restricted by the articles of incorporation or these by-laws, members of the Board of Directors may participate in a meeting of the Board of Directors, by means of conference telephone or similar communications equipment provided all persons participating in the meeting can hear and communicate with each other, and such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

PROXY VOTE BY DIRECTORS

     Section 9. Any director absent from a meeting may be represented by any other director or shareholder, who may cast the vote of the absent director according to the written instructions, general or special, of said absent director, filed with the secretary.

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ARTICLE VII

EXECUTIVE COMMITTEE

     Section 1. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the tine when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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     Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

     Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, a vice-president, a secretary and a treasurer. The Board of Directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

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     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

     Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Board of Directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and

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shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision the secretaries shall be. The secretary shall have custody of the corporate seal of the corporation and the secretary or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the secretaries signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by her signature.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the

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secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

     Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all the treasurers transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the Board of Directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the treasurers office and for the restoration to the corporations in case of the treasurers death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

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     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

     Section 3. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of

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succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice of and to vote at a meeting, or to receive a dividend, or to receive or exercise subscription or other rights, or to participate in a reclassification of stock, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for determination of shareholders for such purpose, such date to be not more than sixty days and, if fixed for the purpose of determining shareholders entitled to notice of and to vote at a meeting, not less than ten days, prior to the date on which the action requiring the determination of shareholders is to be taken.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall

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have express or other notice thereof, except as otherwise provided by the laws of Louisiana.

ARTICLE XI

GENERAL PROVISIONS
DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such

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other person or persons as the Board of Directors may from time to time designate.

ARTICLE XII

AMENDMENTS

     Section l. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the board.

     The shareholders shall have the right to change or repeal any by-laws adopted by the directors.

ARTICLE XIII

INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

     SECTION 1. The corporation shall indemnify any person who has or is a party or is threatened to be made a party to any threatened, pending or completed action, suite or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and

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reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suite or proceeding by judgment order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believe to be in or not opposed to the best interest of the corporation, or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his conduct was unlawful.

     SECTION 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or

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matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     SECTION 3. To the extent that a director, officer, employee or agent of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 hereof, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     SECTION 4. Any indemnification under Sections 1 and 2 hereof unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2 hereof. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum

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of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

     SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this article.

     SECTION 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to be the benefit of the heirs, executors and administrators of such person.

     SECTION 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any

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such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections.

     SECTION 8. If the corporation has paid indemnity or has advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

     SECTION 9. For purposes of this Section, referenced to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of the Section with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

     SECTION 10. For purposes of this Section, references to “other enterprises” shall include employee benefit plans; referenced to “fines” shall include any excise taxes assessed on a

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person with respect to an employee benefit plan; and reference to “serving at the request of the corporation” shall include any service as director, officer, employee or agent of the corporation which imposes duties on, or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the corporation” as referred to in this Section.

ARTICLE XIV

AMENDMENTS

     Section 2. Unless the power to make, alter, amend or repeal the by-laws is reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made, altered, amended or repealed by the shareholders or the Board of Directors, but no by-laws adopted by the shareholders may be altered, amended or repealed by the Board of Directors if the by-laws so provide. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with laws or the articles of incorporation.

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EX-3.21

EXHIBIT 3.21

ARTICLES OF ORGANIZATION
OF
CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

     BE IT KNOWN, that on this 22nd day of July, 1999, before me, the undersigned Notary Public, and in the presence of the two undersigned competent witnesses personally came and appeared:

ARGOSY GAMING COMPANY, a Delaware corporation qualified to do and doing business in East Baton Rouge Parish, Louisiana, appearing and represented by and through its duly authorized agent, John S. Campbell, Jr. (hereinafter the “Organizer”):

who declared, that availing itself of the provisions of the Louisiana Limited Liability Company Law (Title 12. Chapter 22, Louisiana Revised Statutes of 1950), it does hereby execute the following Articles of Organization for the purpose of establishing and creating a limited liability company:

ARTICLE I
NAME

     The name of the company (hereinafter referred to as “L.L.C.”) is:

CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.

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ARTICLE II
PURPOSE

          The purpose of the L.L.C. is to engage in any lawful activity for which limited liability companies may be formed under the Louisiana Limited Liability Company Law, including, but not limited to the following:

A.	The acquisition of movable and/or immovable property, corporeal and incorporeal, and any interest therein (the “Property”) by purchase, exchange, lease or otherwise;
B.	The holding, owning, improving, developing, leasing and managing of property of any and every kind and nature in connection with the operation of the Property;
C.	The acquisition of promissory notes, mortgage notes, chattel paper, whether secured or unsecured, of any and every nature and kind in connection with the operation of the Property;
D.	The construction and operation of buildings, improvements and constructions of any and every kind and nature in connection with the operation of the Property;
E.	The disposition and encumbering of any property or interest owned by the L.L.C. by way of sale, exchange, lease, mortgage, pledge or otherwise; and
F.	Any other activity deemed by the Member in its sole discretion (except as may otherwise be provided herein) to be necessary and desirable in connection with any of the activities listed herein.

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ARTICLE III
MEMBER

          The name of the Member, being the only Member, of Centroplex Centre Convention Hotel, L.L.C. is:

ARGOSY GAMING COMPANY

ARTICLE IV
MANAGEMENT

          The L.L.C. shall be managed by its sole Member. Argosy Gaming Company acting alone, shall have all powers necessary to the L.L.C.’ s affairs, including, by way of illustration and not by way of limitation:

A.	The power to acquire movable, immovable, corporeal and/or incorporeal property in the name of the L.L.C., by purchase, lease, exchange, dation en paiement or otherwise.
B.	The power to establish title and other affecting the Property owned by the L.L.C..
C.	The power to borrow money from banks, other lending institutions or persons for L.L.C. purposes, in such amounts and on such terms as the Member in its sole discretion deems necessary and proper, and the power to mortgage, pledge or otherwise encumber the Property including the power to pledge and otherwise encumber collateral mortgage notes and to mortgage, assign and pledge all tenant leases to secure repayment of amounts borrowed. Such mortgages and pledges

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	may contain provisions for confession of judgment, pact de non alienando, waiver of notices and appraisement, sale by executory process and other provisions commonly found in mortgages or pledges in the State of Louisiana.
D.	The power to refinance any portion or all of the debt of the L.L.C..
E.	The power to lease, sell, exchange, or otherwise dispose of the Property.
F.	The power to construct improvements on, demolish, rehabilitate, refurbish or otherwise alter any of the Property.
G.	The power to exercise any and all powers that are vested in the Member by the other provisions of these Articles or by operation of Louisiana law.
H.	The power to hire, employ, or contract with any management company, or companies, leasing agent, consultants, agents, brokers, finders, attorneys, accountants or any other provider of services whom the Member, in its sole discretion, chooses to perform services for the L.L.C.; any one or more of the companies employed by the Member may be a company owned by or otherwise affiliated with the Member.
I.	The power to lease and operate the Property in the ordinary course of business.

          Third parties are entitled to rely upon these Articles of Organization and no power granted herein shall be limited by the Operating Agreement. In the event of a conflict between the Articles of Organization and the Operating Agreement, the Articles of Organization shall govern.

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ARTICLE V
EVIDENCE OF AUTHORITY

     Argosy Gaming Company in accordance with the provisions of La. R.S. 12:130(C)(5) and with these Articles of Organization, is authorized to execute certificates which establish the membership of the Member, the authenticity of any records of the L.L.C., including but limited to providing a statement of those persons or entities with the authority to take the actions referred to in La. R.S. 12:1318(B). No person dealing with Argosy Gaming Company shall be required to determine its authority to make any such commitment or undertaking on behalf of the L.L.C., or to determine any fact or circumstances bearing upon the existence of its authority and shall be entitled to conclusively rely upon such certificates. No person shall be bound to see the application or distribution of revenue or proceeds paid or credited in connection with such action unless the party shall have received written notice to the contrary from the L.L.C..

ARTICLE VI
LIMITATION OF LIABILITY
AND INDEMNIFICATION OF MEMBER

     The Member shall not be liable for monetary damages for breach of a duty provided for in R.S. 12:1314. The company may indemnify a Member for judgments, settlements, penalties, fines, or expenses incurred because it is or was a Member.

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ARTICLE VII
TERMINATION, DISSOLUTION
AND LIQUIDATION

A.	Term. The L.L.C. shall commence on July 23, 1999 and shall continue in existence until the winding up and liquidation of the L.L.C., and its business is completed following a liquidating event, as provided hereinafter.
B.	Termination. The L.L.C. shall be terminated upon the first to occur of the following:

1.	The consent of the Member in accordance with La R.S. 12:1318;
2.	A judgment of termination; or
3.	The granting of an order for relief applicable to the L.L.C. under Chapter 7 of the U.S. Bankruptcy Code (11 U.S.C.A. § 701, et seq.).

ARTICLE VIII
DEFINITIONS

A.	“Member” means Argosy Gaming Company.
B.	“Property” means all property and assets of the L.L.C., of whatever kind and nature, and wherever situated, and however acquired, movable and immovable, corporeal and incorporeal, owned by the L.L.C..

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ARTICLE IX
AMENDMENTS TO
ARTICLES OF ORGANIZATION

     These Articles may not be amended, changed or modified in any respect without the affirmative vote of the Member. Any amendment shall not be binding upon third parties until an amendment by authentic act is recorded in the office of the Secretary of State.

     IN WITNESS WHEREOF, these Articles have been executed in Baton Rouge, Louisiana by the Organizer in the presence of the undersigned Notary Public and two competent witnesses on the date first above mentioned above.

WITNESSES:	ORGANIZER:
	ARGOSY GAMING COMPANY
/s/ [ILLEGIBLE]	/s/ John S. Campbell,
	John S. Campbell, Jr., Duly Authorized Agent
/s/ [ILLEGIBLE]

Marc S. Whitfield
NOTARY PUBLIC

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INITIAL REPORT
 
OF

Centroplex Centre Convention Hotel, L.L.C.

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

          BE IT KNOWN, that on this 22nd day of July, 1999, before me, the undersigned Notary Public, and in the presence of the two undersigned competent witnesses personally came and appeared:

ARGOSY GAMING COMPANY, a Delaware corporation qualified to do and doing business in East Baton Rouge Parish, Louisiana, appearing and represented by and through its duly authorized agent, John S. Campbell, Jr., the Organizer of Centroplex Centre Convention Hotel, L.L.C., and makes this initial report.

1. The company’s registered office is located at:

a. 8^th Floor, Bank One Centre
451 Florida Street
Baton Rouge, Louisiana 70801

2. The names and municipal addresses of the company’s registered agents are:

a. John S. Campbell, Jr.
8^th Floor, Bank One Centre
451 Florida Street
Baton Rouge, Louisiana 70801

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b. A. Michael Dufilho
8^th Floor, Bank One Centre
451 Florida Street
Baton Rouge, Louisiana 70801

3. The name and municipal address of the sole member of this company is:

Argosy Gaming Company
8^th Floor, Bank One Centre
451 Florida Street
Baton Rouge, Louisiana 70801

          THUS DONE AND SIGNED, at Baton Rouge, Louisiana, on the 22nd day of July, 1999, before the undersigned Notary and in the presence of the undersigned competent witnesses.

WITNESSES:	ORGANIZER:
	ARGOSY GAMING COMPANY
/s/ [ILLEGIBLE]	/s/ John S. Campbell,
	John S. Campbell, Jr., Duly Authorized Agent
/s/ [ILLEGIBLE]

Marc S. Whitfield
NOTARY PUBLIC

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EX-3.21(A)

EXHIBIT 3.21(a)

AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.

     The undersigned member, acting pursuant to La. R.S. §12:1309 of the Limited Liability Company Law of Louisiana (as amended from time to time or any successor statute, the “Act”), desires to amend the Articles of Organization (the “Original Articles”) of Centroplex Centre Convention Hotel, L.L.C., a Louisiana limited liability company (the “Company”), executed on July 22, 1999 and filed with the Louisiana Secretary of State on July 22, 1999 and effective as of July 22, 1999. In accordance with La. R.S. §12:1318 of the Act, these Amended and Restated Articles of Organization of the Company (these “Amended Articles”) were adopted by the unanimous written consent of the sole member of the Company. The Original Articles are hereby amended and restated in their entirety as follows:

ARTICLE I
NAME

     The name of the limited liability company is Centroplex Centre Convention Hotel, L.L.C.

ARTICLE II
PURPOSE

     The purpose of the Company is to engage in any lawful activity for which limited liability companies may be formed under the Act.

ARTICLE III
MANAGEMENT

     3.1 Authority and Obligations of the Manager. Management of the Company shall be vested in its sole member, CP Baton Rouge Casino, L.L.C., a Louisiana limited liability company (the “Member”).

     3.3 Right to Rely on Manager. The exercise of any power conferred by these Amended Articles on the Member shall serve to bind the Company and constitute the act of the Company. Any person or entity dealing with the Company may rely (without duty of further inquiry) upon a certificate signed by the Member as to:

          a. The identity of the Member;

          b. The existence or nonexistence of any fact which constitutes a condition precedent to acts by the Member or which are in any other manner germane to the affairs of the Company;

          c. The persons who are authorized to execute and deliver any instrument or document of the Company;

          d. The authenticity of any copy of these Amended Articles, amendments thereof and/or any other document relating to the conduct of the business of the Company; or

          e. Any act or failure to act by the Company or any other matter whatsoever involving the Company or the Member.

ARTICLE IV
TERM

     The existence of the Company shall continue until it is dissolved and thereafter, to the extent provided for by applicable law, until wound up and terminated.

     These AMENDED AND RESTATED ARTICLES OF ORGANIZATION OF CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C. are executed by the Company, acting through its undersigned Member this 24^th day of October, 2005.

CP Baton Rouge Casino, L.L.C.
/s/ William J. Yung
By: William J.Yung, III
Title:	President

ACKNOWLEDGMENT

STATE OF KENTUCKY

COUNTY OF [Kenton]

     BEFORE ME, the undersigned authority, personally came and appeared William J. Yung, III, to me personally known, who, being by me duly sworn, did declare and acknowledge before me and the undersigned competent witnesses that he is the President of CP Baton Rouge Casino, L.L.C., the sole member of Centroplex Centre Convention Hotel, L.L.C., (the “Company”) and that the foregoing Amended and Restated Articles of Organization of the Company were signed by him as his free and voluntary act and deed for the purposes set forth therein,

     IN WITNESS WHEREOF, the appearer, witnesses, and I have hereunto affixed our hands on this 24^th day of October, 2005, in the aforesaid County and State.

WITNESSES:
/s/ Derek J. Haught Print Name: DEREK J. HAUGHT	/s/ William J. Yung WILLIAM J. YUNG, III

                    /s/ Lori L. SCHENK                    
     NOTARY PUBLlC

My commission expires:

LORI L. SCHENK
Notary Public, Kentucky State at Large
My Commission Expires Sept. 19, [ILLEGIBLE]

/s/ Vivian M. Raby Print Name: VIVIAN M. RABY

EX-3.22

EXHIBIT 3.22

AMENDED & RESTATED OPERATING AGREEMENT
of
CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.
(a Louisiana Limited Liability Company)

     This Operating Agreement (this “Agreement”), dated as of October___, 2005, is by and between Centroplex Centre Convention Hotel, L.L.C., a Louisiana limited liability company (the “Company”), and CP Baton Rouge Casino, L.L.C., a Louisiana limited liability company and sole member of the Company (the “Member”).

W I T N E S S E T H:

     WHEREAS, the Company was created by those certain Articles of Organization executed and acknowledged on July 22, 1999 and filed with the Secretary of State of Louisiana on July 22, 1999;

     WHEREAS, on the date hereof, the Member of the Company, acting by written consent, authorized the Operating Agreement of the Company, as heretofore amended (as amended, the “Agreement”), to be amended and restated in its entirety.

     NOW, THEREFORE, the Agreement is hereby amended and restated in its entirety to read as follows:

ARTICLE I
Definitions

     As used herein the following terms have the following meanings:

     “Act” means the Louisiana Limited Liability Company Law as codified in Chapter 22 of Title 12 of the Louisiana Revised Statutes, as amended from time to time.

     “Articles” means the articles of organization of the Company filed with the Louisiana Secretary of State pursuant to Section 1304 of the Act and any Articles of Amendment thereto.

ARTICLE II
Organization

     2.1 Application of Act and Articles. Except as stated in this Agreement, the Act and the Articles shall govern the rights and liabilities of the Member with respect to the Company.

     2.2 Name. The name of the Company is “Centroplex Centre Convention Hotel, L.L.C.”, and the business of the Company shall be conducted under that name or such other name or names as may be approved by the Member from time to time.

     2.3 Principal Office. The principal office of the Company shall be located at 207 Grandview Drive, Fort Mitchell, Kentucky 41017, or at such place or places in the United States as the Member may from time to time determine.

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     2.4 Term. The existence of the Company began on the date the Articles were duly executed and subsequently filed with the Louisiana Secretary of State as provided in recitals hereof, and shall continue until it is dissolved and thereafter, to the extent provided for by applicable law, until wound up and terminated.

     2.5 Registered Agent and Office. The registered agent of the Company shall be C T Corporation System, and the registered office of the Company shall be located at 8550 United Plaza Boulevard, Baton Rouge, Louisiana 70809. The registered office or the registered agent, or both, may be changed by the Member at any time and from time to time upon filing the statement required by the Act. The Company shall maintain at its registered office such records as may be specified by Section 1319 of the Act.

     2.6 Limitation on Liability. To the fullest extent allowed by the Act, the Member shall not be liable under a judgment, decree, or order of the court, or in any other manner, for any debt, obligation or liability of the Company due solely to its status as a member of the Company. To the fullest extent allowed under La. R.S. 12:1315, the Member shall not be liable for monetary damage for breach of any duty provided for in La. R.S. 12:1314.

ARTICLE III
Purposes and Powers of the Company; Nature
of the Business of the Company

     3.1 Purposes. The general purpose of the Company is to carry on any lawful business in accordance with the Act.

     3.2 Powers. Subject to the limitations contained in the Act, the Company purposes may be accomplished by the Member taking any action permitted under this Agreement in the Member’s sole discretion.

ARTICLE IV
Management

     4.1 Managed by Member. Management of the Company shall be vested in the Member.

     4.2 Rights of the Member. In accordance with Section 1311 of the Act, the Member shall have the full and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take any necessary or appropriate action in connection with the Company’s business whether or not in the ordinary course of business. Without limiting the Member’s power or authority under this Agreement or the Act, the Member may take the following actions if, as, and when it deems any such action to be necessary, appropriate or advisable, at the sole cost and expense of the Company and whether or not such actions are in the ordinary course of the Company’s business:

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     (a.) Borrow any sum or sums of monies and incur obligations, whether secured or unsecured, from any bank, financial institution, corporation, person or entity, including, but not limited to, borrowings from the Member or any affiliate of the Member, and to guaranty or endorse the debts and obligations of any person or entity, all to be on such terms and conditions and in such amounts and to contain such rates of interest and repayment terms as the Member may deem necessary; from time to time make, execute and issue promissory notes and other negotiable or non-negotiable instruments, continuing guaranties or evidences of indebtedness, loan agreements and letters of credit, all to be on such terms and conditions and to contain such rates of interest and repayment terms as the Member may deem necessary; and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any debt, obligation, mortgage or other security device, on such terms as the Member may deem necessary;

     (b.) Assign, pledge, mortgage or grant security interests in or otherwise encumber all or any portion of the real, personal or tangible or intangible property of the Company and execute and bind the Company (or any partnership wherein the Company is a general partner or any limited liability company wherein the Company is a manager or member) on any mortgage, assignment, security agreement, financing statement, pledges or any other document creating such encumbrances to secure the obligations of the Company (or of any partnership wherein the Company is a general partner or of any limited liability company wherein the Company is a manager or member) or any other person or entity with such documents to contain the usual and customary security clauses, including without limitation a confession of judgment, waiver of appraisal and pactum de non alienando, all upon such terms and conditions as the Member may deem proper;

     (c.) Acquire and enter into any contract of insurance which the Member deems necessary and proper for the protection of the Company, for the conservation of the Company’s assets, or for any purpose convenient or beneficial to the Company;

     (d.) Employ from time to time on behalf of the Company, individuals (including employees of the Member or any of its affiliates) on such terms, with such titles and duties, and for such compensation as the Member shall determine (but not in an amount which would be considered unreasonable based upon the scope of an individual employee’s duties and responsibilities);

     (e.) Make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose);

     (f.) Open checking and savings accounts, in banks or similar financial institutions, in the name of the Company, and deposit cash in and withdraw cash from such accounts;

     (g.) Set up or modify record keeping, billing and accounts payable accounting systems;

3

     (h.) Adjust, arbitrate, compromise, sue or defend, abandon, or otherwise deal with and settle any and all claims in favor of or against the Company, as the Member shall, in its sole discretion, deem proper;

     (i.) Enter into, make, perform and carry out all types of contracts, leases, and other agreements, and amend, extend, or modify any contract, lease, or agreement at any time entered into by the Company;

     (j.) Execute, on behalf of and in the name of the Company, any and all contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed necessary and desirable by the Member;

     (k.) Enter into joint ventures, partnerships or limited liability companies on behalf of the Company, cause the Company to become a shareholder in a corporation, a partner in a partnership or member or manager of a limited liability company and act on behalf of the Company as a shareholder, partner, member or manager and execute any and all acts and agreements in connection therewith, all upon such terms and conditions as the Member may deem appropriate;

     (l.) Qualify the Company to do business in any state or locality; establish a place of business and designate a registered agent in such state or locality, and execute such documents as may be necessary for such qualification; and

     (m.) Do all acts necessary or desirable to carry out the business for which the Company is formed or which may facilitate the Member’s exercise of its powers hereunder.

     4.3 Right to Rely on Member. No person or governmental body dealing with the Company shall be required to inquire into, or to obtain any other documentation as to, the authority of the Member to take any action permitted under Section 4.2. Furthermore, as provided in the Articles any person or governmental body dealing with the Company may rely upon a certificate signed by the Member as to the following:

     (a.) The persons who are authorized to execute and deliver any instrument or document on behalf of the Company; and

     (b.) The authenticity of any records of the Company.

     4.4 Indemnification of the Member. Except to the extent such indemnification may be prohibited by law, the Company, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the Member relating to any liability or damage incurred or suffered by any person by reason of any act performed or omitted to be performed (but not constituting willful misconduct, an intentional violation of this Agreement or gross negligence) by the Member or its agents or employees in connection with the Company’s business, including reasonable attorneys’ fees incurred by the Member in connection with the defense of any claim or action based on any such act or omission. Such liability or damage caused by the Member’s

4

acts or omissions in connection with the business of the Company includes but is not limited to any reasonable attorneys’ fees incurred by the Member in connection with the defense of any action based on such acts or omissions, which attorneys’ fees may be paid as incurred.

ARTICLE V
Capital Contributions

     5.1 Capital Contributions. The Member has contributed $1.00 as a capital contribution to the Company.

     5.2 No Additional Capital Contributions. Under no circumstances will the Member be required, but it may elect, to make any contributions to the capital of the Company in excess of the capital contribution of the Member described in Section 5.1.

ARTICLE VI
Allocations and Distributions

     6.1 Allocations of Profits and Losses. All profits and losses will be allocated to the Member.

     6.2 Distributions. All distributions shall be made to the Member at such time and in such amounts as it determines.

ARTICLE VII
Transfer of Rights

     A member’s interest and rights in the Company may be transferred, pledged or assigned only with the express written consent of the Member.

ARTICLE VIII
Tax Status

     The Member hereby intends that the Company shall be treated as a disregarded entity for federal, state and local income tax purposes.

ARTICLE IX
Dissolution

     9.1 Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

a.	The written consent of the Member.
b.	The entry of a decree of judicial dissolution.

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     9.2 Winding Up. Upon dissolution, the Member shall wind up the Company’s affairs pursuant to Section 1336 of the Act.

     9.3 Distribution of Assets. Upon the winding up of the Company, the assets of the Company, after paying or providing for Company liabilities, shall be distributed to the Member.

ARTICLE X
Miscellaneous

     10.1 Amendment. The Agreement and Articles may be amended at any time upon written consent of the Member.

     10.2 Governing Law. This Agreement shall be governed by the internal laws of the State of Louisiana without regard to the conflicts of law principles thereof.

[Signature page to follow]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year first written above.

COMPANY:

CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.

By: CP BATON ROUGE CASINO, L.L.C.,

its sole member

By:	/s/ William J. Yung
	William J. Yung, III, President

MEMBER:

CP BATON ROUGE CASINO, L.L.C.

By:	/s/ William J. Yung
	William J. Yung, III, President

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EX-3.22(A)

3.22 (a)

CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.

FIRST AMENDMENT TO

AMENDED & RESTATED OPERATING AGREEMENT

     This First Amendment to Amended & Restated Operating Agreement (the “Amendment”), is made and entered into as of January 3, 2007, by and among CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C., a Louisiana limited liability company (the “Company”) and CP Baton Rouge, L.L.C. (the “Member”), who agree as follows:

     1. Recitals. The parties hereto are parties to an Amended & Restated Operating Agreement dated October 24, 2005 (the “Agreement”). The parties hereto desire to amend the Agreement in accordance with the terms of this Agreement.

     2. Amendment. The Agreement is hereby amended to include the following language:

“Article X. 10.3. Certification A Member’s interest in the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Said interest shall be represented by units (“Units”). Each such certificate shall set forth the number of Units issued and outstanding and the number of Units issued to the holder of the certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the Company.”

CENTROPLEX CENTRE HOTEL, L.L.C.
By:	CP Baton Rouge, L.L.C.
Its:	Member
By:	Wimar Tahoe Corporation
Its:	Member
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT

CP BATON ROUGE, L.L.C.
By:	Wimar Tahoe Corporation
Its:	Member
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT

EX-3.23

Exhibit 3.23

AMENDED AND RESTATED
ARTICLES OF PARTNERSHIP
IN COMMENDAM
OF
CATFISH QUEEN PARTNERSHIP IN COMMENDAM

     NOW THEREFORE, the parties to the original Articles of Partnership of CATFISH QUEEN PARTNERSHIP IN COMMENDAM in consideration of the rights, duties, privileges and obligations assumed hereunder and in consideration of the rights, duties, privileges and obligations assumed pursuant to this Amendment, do hereby agree and declare that the Articles of Partnership in Commendam of CATFISH QUEEN PARTNERSHIP IN COMMENDAM shall be amended and restated as follows:

     ARTICLE 1. FORMATION. The parties do hereby enter into a partnership in the form of a Partnership in Commendam (hereinafter referred to as the “Partnership”), pursuant to the provisions of the laws of the State of Louisiana, for the Purposes and scope set forth herein. In these Articles, unless the context clearly implies otherwise, the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine and the neuter.

     ARTICLE 2. NAME AND OFFICE. The business affairs of the Partnership shall be conducted under the name of CATFISH QUEEN PARTNERSHIP IN COMMENDAM or such other name an the General Partner shall hereafter designate by notice to the Partner in Commendam. The General Partner may designate and reserve one, or more assumed

trade, and/or service names and shall file and record any affidavit and documents required by law to permit the use of such name(s). The principal business establishment of the Partnership in the State of Louisiana shall be located at 100 St. James Street, Building H, Baton Rouge, Parish of East Baton Rouge, Louisiana 70802. The General Partner may establish other places of business of the Partnership when and where required by the business of the Partnership.

     ARTICLE 3. PURPOSE. The purpose and business of the Partnership shall be to engage in the operation of a gaming vessel in.Catfish Town at Baton Rouge, Louisiana and to acquire, operate, and manage movable and immovable property acquired by the Partnership. In furtherance of the purposes of the Partnership, the Partnership shall have the power to do any and all other things whatsoever necessary and desirable in connection with the foregoing, or otherwise contemplated by this Agreement and to engage in any other lawful business in which a partnership may lawfully engage under the laws of Louisiana.

     ARTICLE 4. GENERAL PARTNER. The General Partner of the Partnership shall be Argosy of Louisiana, Inc. and except as provided in Articles 12 and 13 of this Agreement, no other person, firm, corporation or other entity shall become a General Partner. Argosy of Louisiana, Inc., Premier Bank Building, 8th Floor, 451 Florida Street, Baton Rouge, Louisiana 70801 has contributed and hereby contributes, free and clear of any and all debt, except for transfers to the Partnership of furniture, fixtures and equipment

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which may be subject to purchase or lease costs and security interests, if any, related thereto the property set forth on Schedule A, which is attached hereto and incorporated herein, in exchange for a ninety (90%) percentage ownership of the Capital Ownership Interests of the Partnership.

     ARTICLE 5. PARTNER IN COMMENDAM.

     5.01 Jazz Enterprises, Inc., 100 France Street, Baton Rouge, Louisiana 70802, has contributed, hereby contributes and shall contribute free and clear of any and all debt, the State of Louisiana River boat Gaming License, all Louisiana River boat Gaming Commission certificates of approval, and all other gaming licenses (if any), permits or approvals issued to Jazz with respect to Gaming operations, set forth on Schedule 8, which in attached hereto and incorporated herein, in exchange for a ten (10%) percentage ownership of the Capital Ownership Interests of the Partnership.

     5.02 The Partner in Commendam shall not have the right to withdraw their Capital Contributions to the Partnership except an otherwise specifically provided in this Agreement. The Partner in Commendam shall not have any right to demand and receive property other than cash of the Partnership in return for their Capital Contributions, except as any be specifically provided in this Agreement.

     5.03 The liabilities of the Partner in Commendam, under Louisiana law for the debts and obligations borne and sustained by the Partnership or by the General Partner doing business as such

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shall not extend beyond the amount furnished by the said Partner in Commendam under the terms of the Articles, and the Partner in Commendam, under Louisiana law shall be exonerated from any other or further liability owed, or payment of, the indebtedness, obligations, liabilities of any nature or kind whatsoever of the Partnership, unless an additional liability is specifically assumed by the Partner in Commendam, in writing, or as a matter of law. over and above its contribution to Partnership capital.

     ARTICLE 6. WARRANTIES. The Partners covenant and represent to each other as follows:

     (a) The General Partner agrees that no Partner in Commendam shall be required or obligated to make any further contribution of any sort whatsoever other than that provided in Article 5.

     (b) The Partners, individually, covenant and represent to each other that upon execution of this Agreement, the Partners shall contribute to the Partnership their capital contributions as set forth in Articles 4 and 5, above.

ARTICLE 7. CAPITAL ACCOUNTS.

     7.01 A capital account shall be determined and maintained in accordance with the rules of Treasury Regulation Section 1.704-1(b) (2) (iv) for each Partner in accordance with the following provisions with the agreement by the General Partner that the vessel and all other assets contributed to the Partnership shall be free and clear of all debt except for transfers to the Partnership of furniture, fixtures and equipment which may be subject to purchase or lease costs and security interests, if any, related thereto, which shall be an acceptable cost of the Partnership.

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     (a) To each Partner’s capital account, there shall be credited:

(i)	the amount of money contributed by such Partner to the Partnership;
(ii)	the fair market value of any property contributed by such Partner to the Partnership (net of any liabilities securing such contributed property that,the Partnership is considered to assume or take subject to under Code Section 752);
(iii)	allocations to such Partner of income or gain (including tax exempt income) pursuant to Article 8 but excluding any income or gain described in Treasury Regulation Section 1.704 -1(b)(4)(I);
(iv)	the amount of Partnership liabilities assumed by such Partner or secured by any Partnership property distributed to such Partner other than the liabilities referred to in paragraph (b)(ii) below.

     (b) To each Partner’s capital account there shall be debited:

(i)	the amount of any money distributed to such Partner by the Partnership;
(ii)	the fair market value of any property distributed to, such Partner by the Partnership (net of any liabilities securing such distributed property that such Partnership is considered to assume or take subject to pursuant to Code Section 752);
(iii)	the amount of losses and deductions allocated to such Partner under Article 8, not included in other subsections hereof;
(iv)	allocations to such Partner of expenditures of the Partnership described in Code Section 705(a)(2)(B); and
(v)	the amount of any liabilities of such Partner assumed by the Partnership or secured by any property such Partner contributes to the Partnership other than the liabilities referred to in paragraph (ii) above.

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     (c) In the event that any interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the capital account of the transferor to-the extent it relates to the transferred interest.

     7.02 (a) The foregoing provisions and other provisions of this Agreement relating to the maintenance of capital accounts are intended to comply with the Internal Revenue Code and Treasury Regulations Section 1.704-l(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the General Partner shall determine that it is prudent to modify the manner in which the capital accounts, or any debits or credits thereto are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner hereof upon dilution of the Partnership. The General Partner shall adjust the amounts debited or credits to capital accounts with respect to (1) any property contributed to the Partnership or distributed to Partners, and (2) any liabilities that are secured by such contributed or distributed property or that are assumed by the Partnership or the Partners, in the event that the General Partner shall determine such adjustments are necessary and appropriate pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv). The General Partner shall also make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section l.704-K(b).

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     (b) In accordance with Internal Revenue Code 1704 (c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial fair market value.

     ARTICLE 8. ALLOCATIONS OF PROFITS AND LOSSES AND DISTRIBUTIONS.

     8.01 Except as provided below, the Partners shall participate in, and be allocated, profits, losses and distributions of the Partnership in the following percentages of Capital Ownership interest or percentage interests in the Partnership:

Partner	Capital Ownership Interest
Argosy of Louisiana, Inc.		90	%
Jazz Enterprises, Inc.		10	%
Total		100	%

     8.02 Except as otherwise provided in this Agreement, the General Partner shall determine, in its sole discretion, the amount and taking in any. distributions of cash of the Partnership, at least as frequently as required by Section 8.07. However, the General Partner shall, to the extent such funds are not required for the reasonable reserves of the business of the Partnership, use its best efforts to make distributions in an amount sufficient to pay any income tax liability attributable to the distributable not income on the _______ -I schedule which constitutes taxable income to the Partner as if computed on the maximum marginal tax rates under federal and Louisiana law.

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     8.03 (a) The taxable gain from sale or exchange of Partnership’s assets shall be allocated as follows;

          (I) First, an amount of taxable income and gain from the sale or exchange of Partnership’s assets equal to the aggregate sum of all the capital account balances with a deficit balance shall be allocated among those Partners with a deficit capital account balance, in proportion that each such Partner’s deficit capital account balance bears to the aggregate sum of all the capital account balances with a deficit balance; and

          (ii) Second, any taxable income and gain from the sale or exchange of Partnership’s Assets in excess of the amount allocated above shall be allocated among all Partners in accordance with each Partner’s respective percentage interest in the Partnership.

     (b) The taxable losses from sale or exchange of Partnership’s assets shall be allocated as follows:

          (i) First, the amount of loss or losses from the sale or exchange of Partnerships Assets equal to the aggregate sum of the capital account balances with a positive balance shall be allocated among those Partners with a positive capital account balance bears to the aggregate sum of all capital account balances with a positive balance; and

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          (ii) Second, any losses and loss from the sale or exchange of Partnership’s Assets in excess of the amount allocated above shall be allocated to the Partners in accordance with each Partners respective percentage interest in the Partnership.

     (c) If a Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), which creates a deficit balance in a Partner’s capital Account, such Partner shall be allocated items of profits and gains from the sale or exchange of Partnership’s Assets in an amount and manner sufficient to eliminate such deficit capital account balance as quickly as possible.

     8.04 In accordance with Internal Revenue Code 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, for tax purposes, be allocated among the Partners so as to take into account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial fair market value.

     8.05 If any assets of the Partnership are distributed in kind, the Partnership shall make such distributions In kind pursuant to Section 1.704-1 (b) (2) (iv) (e) (1) of the Treasury Regulations in accordance with the following:

     (a) Determine the value of such assets using appraisal techniques that are deemed to be appropriate, taking into account the nature of the assets; and

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     (b) Immediately prior to any distribution of any property by the Partnership, allocate the gains and losses for tax purposes attributable to the distribution in kind and adjust the capital accounts of all Partners to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such assets (that have not been reflected in the capital accounts previously) would be allocated among the Partners if there were a taxable disposition of such assets for their fair market value on the date of distribution.

     8.06 The Partnership shall distribute all net cash flow of the prior calendar year annually within ten (10) days of the receipt by the General Partner of the audited financial statements of the Partnership in the following order of priority:

     (a) First, sufficient cash the capital expenditures budget for the next fiscal year; maintain any minimum cash reserve, reserve for contingencies and working capital reserve requirements as may be established from time to time by the General Partner; and

     (b) Thereafter, any net cash flow shall be distributed to the Partners pro rata based on their Capital ownership Interest percentages not less often than annually.

     8.07 “Net cash flow” is defined as the sum of Net Gaming Proceeds, as defined under Section 504 (15) or the Louisiana River boat Economic Development and Gaming Control Act (“Gaming Act”), and all other cash proceeds from the gaming operations, excluding capital contributions and cash receipts from a sale or refinancing, less-each of the following amounts:

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     (a) Cash disbursements for the payment of all lease payments, city fees, taxes and expenses and all fees, taxes and expenses pursuant to the Gaming Act; and all reasonable costs for food and beverages, reservations, marketing, insurance, real estate, sales and other taxes, legal expenses, utilities, repairs and maintenance, accounting, statistical or bookkeeping services or equipment, salaries, advertising and promotion and any and all other expenses which are customarily considered to be “operating expenses”;

     (b) Payments of interest, principal and premium under any loans incurred by the Partnership in connections with the gaming operations or any mortgages or deeds of trust by the Partnership encumbering any assets of. the Partnership;

     (c) Payments for repairs, replacements, capital improvements and maintenance of Partnership assets; and

     (d) Reasonable reserves considered as necessary by General Partner to meet current and anticipated future needs of Partnership and the gaming project.

     8.08 Except to the extent that a contrary allocation is required by the Internal Revenue Code and the Regulations thereunder, all items of income gain, loss, deduction and credit shall be allocated among the Partners according to the percentages of their Capital Ownership.

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     ARTICLE 9. DISTRIBUTION OF PROCEEDS ARISING FROM THE SALE OR REFINANCING OF ALL OR SUBSTANTIALLY ALL THE PROPERTY OF THE PARTNERSHIP.

     9.01 The net proceeds arising from (i) the sale of all or substantially all of the property of the Partnership; and /or (ii) the liquidation of the Partnership property shall be distributed and applied in the following order:

     (a) to the payment of the costs and expenses of such sale or refinancing or termination, winding up and liquidation of the Partnership and of other debts and liabilities of the Partnership, other than loans or other debts and liabilities of the Partnership to the Partners or affiliates;

     (b) to the setting up of any reserves which the General Partner, in the case of any sale or refinancing, or the Liquidator, in the case of a winding up and liquidation, deem reasonably necessary for contingent, unmatured, or unforeseen liabilities or obligations of the Partnership;

     (c) to the repayment of any loans from the Partners;

     (d) to the Partners, pro rata, according to their final capital ‘ accounts after any taxable gains and losses from sale are allocated as provided in Article 8.

ARTICLE 10. COMPENSATION OF THE GENERAL PARTNER.

     10.01 The General Partner shall not receive any management fees or special compensation for acting as a General Partner of the Partnership, including, but not limited to, corporate (Argosy Gaming Company) overhead and expenses. The General Partner shall

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receive its distributive share of Partnership not cash flow attributable to its Ownership Interest in the Partnership. The General Partner shall have the duty and obligation: to supervise the receipt and recording of all Partnership income, the distribution and recordation of all Partnership funds expended in the payment of the Partnership obligations and expenses and the supervision of the performance of all Partnership contracts.

     10.02 The Partnership shall reimburse the General Partner for its operating expenses of the business operations of the Partnership in Catfish Town, Baton Rouge, Louisiana, if paid by the General Partner, including but not limited to, operating expenses incurred by it in managing the business of the Partnership. The term “operating expenses” is defined in Section 8.07 above.

ARTICLE 11. POWERS AND DUTIES OF GENERAL PARTNER.

     11.01 The General Partner shall have full power and authority an deemed appropriate by the General Partner, to:

     (a) receive contributions of property to the Partnership by the Partners;

     (b) manage the business operations of the Partnership and to perform all acts necessary to the conduct of such operations;

     (c) except as provided in Section 11.02 below, sell, transfer, assign, convey, lease, license, sublet, mortgage or otherwise dispose of or deal with all or any part of the property except as otherwise agreed among the Partners;

     (d) except as provided in Section 11.02 below, borrow money and provide all necessary security for such borrowings;

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     (e) render periodic reports with respect to the operations of the Partnership on at least a monthly basis;

     (f) mail to the Partner in Commendam in a timely basis an annual report of Partnership, including all necessary tax information, a report of the firm of Independent Certified Public Accountants containing audited financial statements which shall include, but not be limited to, all Gross Gaming Revenues and any other information regarding Partnership and its operation during the prior fiscal year that is within the scope of generally accepted accounting practices and principles;

     (g) obtain and maintain reasonable casualty insurance and such public liability and other insurance as may be available and deemed reasonable and necessary;

     (h) deposit all funds of Partnership in separate bank accounts in the name of the Partnership;

     (i) maintain complete and accurate records of all revenues, properties owned or leased by Partnership and complete books of account and make such records and books of account available for inspection and audit by Partner in Commendam or its duly authorized representative during regular business hours and to the principal office or offices of Partnership;

     (j) cause to be filed such certificates and do such other acts as may be required by law to qualify and maintain Partnership;

     (k) the General Partner shall have the authority to control and approve all communication concerning partnership matters with any city, state, federal, or other governmental agency, department or instrumentality and all other third parties including, but not limited to, the City of Baton Rouge, the Louisiana River boat Gaming Commission, and the Louisiana State Police.

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     (1) the General Partner shall have the authority to take such actions as it deems appropriate to obtain, retain, protect and preserve all licenses, approvals, permits and consents.

     11.02 Notwithstanding anything in this Agreement to the contrary, without first obtaining the written consent of the Partner In Commendam, the General Partner shall not have authority to:

     (a) do any act in contravention of this Agreement or, commit intentional any act of fraud, bad faith, gross negligence, intentional misconduct or reckless disregard of duty;

     (b) possess Partnership property or assign rights in specific Partnership property for other than a Partnership purpose;

     (c) sell, transfer or exchange all or substantially all of Partnership’s property; and

     (d) willfully or intentionally commit any act or omission which contravenes the laws of the United States, State of Louisiana, or its applicable River boat Gaming Rules and Regulations.

     11.03 The General Partner may, on behalf of the Partnership, employ, engage, retain, or deal with any persons, firms or corporations as agents, brokers, accountants, or attorneys, or in any other capacity as the General Partner say determine, provided that services are necessary and the compensation therefor is

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reasonable. The Partnership shall reimburse the General Partner for all direct expenses so incurred by it. The fact that a Partner is employed by or is directly or indirectly connected with, any such person, firm or corporation shall not prohibit the General Partner from employing or otherwise dealing with such persons, firms, or corporations. Except as may be otherwise provided for herein, the General Partner shall possess the same rights and powers as a General Partner in a Partnership without Partner in Commendam formed under the laws of the State of Louisiana.

     The General Partner shall have the power to execute and /or accept any instrument or other agreement or contract incident to the Partnership business and in furtherance of its purposes. Any such instrument or agreement or contract so executed and accepted by the General Partner shall be deemed executed and accepted on behalf of the Partnership.

     The General Partner shall have the exclusive management and control of the business of the Partnership. During the continuance of the Partnership, the General Partner shall diligently and faithfully devote such time to the management of the business of the Partnership as the General Partner deems necessary and appropriate and shall render to the Partnership, whenever reasonably required to do so by the Partner in Commendam,. a just and faithful account of all dealings and transactions in relation to the business of the Partnership.

     11.04 The General Partner shall owe to the Partnership and the Partner in Commendam a fiduciary obligation to conduct the affairs of the Partnership in the best interests of the Partnership and the Partner in Commendam and to act at all times with integrity and good faith in all matters relating to the Partnership.

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     11.05 (a) Neither a General Partner nor any employee or agent acting on behalf of a General Partner shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any of the Partners for any act or omission, the effect of which may cause or result in loss or damage to the Partnership, except for damage or loss caused by acts of fraud, bad faith, gross negligence, intentional misconduct or reckless disregard of duty on the part of the General Partner. Concerning partnership matters and gaming activities on the vessel, the Partner in Commendam shall not, without the prior written consent of the General Partner, communicate with any city, state, federal or other governmental agency or other third parties including, but not limited to, the City of Baton Rouge, Louisiana River boat Gaming Commission, or the State Police.

     (b) The General Partner and employees and agents of the General Partner shall be entitled to be indemnified by the Partnership from the assets of the Partnership, or as an expense of the Partnership, but not from the Partner in Commendam, against any liability or loss, as a result of any claim or legal proceeding (whether or not the same proceeds to judgment or is settled or otherwise brought to a conclusion) relating to any act or omission in connection with the activities of the Partnership (including all liabilities under federal and state securities acts as permitted by

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law) unless the General Partner or employee or agent of the General Partner are guilty of fraud, bad faith, gross negligence, intentional misconduct or reckless disregard of duty. The indemnification authorized by this paragraph shall include the payment of reasonable attorneys’ fees and other expenses (not limited to taxable costs) incurred in settling or defending any claims, threatened action or finally adjudicated legal proceedings.

     11.06 The Partner in Commendam shall not participate in the management or control of the Partnership’s business, nor shall it transact any business for the Partnership, said powers being vested solely and exclusively in the General Partner.

     ARTICLE 12. SUBSTITUTION OF GENERAL PARTNER AND PARTNER IN COMMENDAM AND ASSIGNMENT OF PARTNERSHIP INTERESTS.

     12.01 A General Partner shall not, without the consent in writing of the Partner in Commendam, resign from the Partnership or substitute one or more General Partner to act in its place and stead. In the event that the Partner in Commendam consents in writing to allow the General Partner to substitute one or more General Partner in its place and stead, the substituted General Partner shall assume all of the rights and obligations of the Partnership for which their predecessor General Partner was responsible. This assumption of rights and obligations by the successor General Partner shall begin on the effective date of such substitution. Subsequent to the effective date of such substitution of the successor General Partner, the predecessor General Partner may assume the rights, duties and liabilities of a Partner in Commendam upon complying with the appropriate provisions of these Articles.

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     12.02 No Partner may assign, sell or otherwise dispose of his interest except upon compliance with all the provisions of these Articles, including, and only after obtaining, the written consent of the General Partner, which consent may not be withheld except for just cause.

     12.03 Thirty (30) days prior to any Partner filing for bankruptcy or taking any action of dissolution or receivership, said Partner must offer for purchase its Partnership interest to the other Partner for the fair market value of the Partnership interest to be determined by an appraiser chosen mutually by the Partners. If an appraiser cannot be selected by mutual agreement, then each Partner shall select its own appraiser. If the fair market value cannot be agreed upon by the two appraisers, they will choose a third appraiser whose determination will be final after consideration of the prior two appraisals.

     12.04 In the event any act of involuntary bankruptcy, dissolution or receivership is taken against either Partner, and is not dismissed within thirty (30) days of the filing thereof, the other Partner shall ipso facto and without further formality have and is hereby granted the exclusive right and option to acquire the interest of such Partner for the fair market value as determined by appraisal in accordance with the appraisal procedure set forth in the paragraph above.

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     12.05 Any person admitted to the Partnership as a new Partner or as a substituted Partner shall be subject to and must agree to comply with all terms, conditions and provisions of these Articles and /or amendments thereto.

     12.06 No conveyance or assignment of the interest of a Partner or his assignee, or any part thereof, though otherwise permitted hereunder, shall be recognized for any purpose including, but not limited to, making payments of profits, income, the return of contribution or for any other purpose with respect to such interest or part thereof, unless there be filed with the General Partner an instrument in form acceptable to the General Partner, appropriately completed and executed by all parties to such conveyance or assignment. In the absence of the filing of such an instrument with the General Partner (thereby giving notice of the assignment or other transfer of a Partnership interest), any payment to any assigning Partner shall discharge and acquit the Partnership and the General Partner of liability to the extent of such payment.

     12.07 The Partnership shall, after written amendment reflecting conveyance or any assignment pursuant to and subject to the provisions of these Articles, and after the approval of the Partners, thereafter pay all further distributions of profits or other monies on account of the interest so assigned to the assigned from such time as the interest is transferred on its books in accordance with the provisions of these Articles.

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     12.08 All costs and expenses incidental to the admission of an assignee to the Partnership as a successor General Partner or as a substituted Partner in Commendam shall be charged to and paid by such assignee, and he shall not be admitted as a Partner until such costs are paid.

     ARTICLE 13. WITHDRAWAL, BANKRUPTCY, DISSOLUTION AND REPLACEMENT OF A GENERAL PARTNER.

     13.01 In the event that the Partner in Cotnmendam determines that the General Partner should not continue to manage the Partnership because the General Partner has engaged in one or more acts which constitute just cause for removal as defined in Section 13.03, the Partner in Commendam may demand binding arbitration of whether such just cause exists pursuant to Article 25 hereof. In the event that the arbitrators determine that just cause for removable exists, the Partner in Commendam shall have the right within fifteen (15) days of such determination to demand that a second binding arbitration proceeding be initiated to determine the fair market value of the business operations of the partnership. Within thirty (30) days after the determination of such fair market value, the Partner in Commendam shall elect to either require (1) that the General Partner acquire all of the right, title and interest of the Partner in Commendam for twenty (20%) percent of such value; or (2) that the Partner in Commendam acquire all of the right, title and Interest of the General Partner in the Partnership for ninety (90%) percent of the fair market value of the entire business. In the case of either election, the sale of such interest shall occur within ninety (90) days of such election.

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     13.02 In the event of such purchase by the Partner in Commendam, the removed General Partner shall not be responsible or liable for the acts of any successor General Partner, but he shall remain responsible and liable for all of the business decisions which he made and consummated prior to his removal.

     13.03 The term “just cause for removal” shall mean the following:

     (a) A General Partner’s engaging in an activity which is intentionally, injurious to the Partnership; or

     (b) A General Partner’s committing a fraud or act of bad faith against the Partnership or using or appropriating for personal use or benefits substantial funds or substantial properties of the Partnership when not authorized to do so; or

     (c) A General Partner’s committing an act of gross negligence regarding the business of the Partnership which is not cured or remedied within forty-five (45) days of written notice to the General Partner; or

     (d) A material failure to comply with any covenant or representation contained herein which is not cured or remedied within forty-five (45) days of written notice to the General Partner.

     13.04 A General Partner way only resign upon obtaining the written consent of the Partner in Commendam.

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     13.05 Upon the removal, dissolution, resignation, bankruptcy, or legal incapacity of the General Partner or a sole General Partner, the Partnership shall terminate unless all the other owners of the Partnership Interests agree within ninety (90) days thereafter to continue the Partnership. A special meeting may be called for this purpose by any Partner in Commendam upon giving five (5) days written notice to all of the other Partner in Commendam.

     If it is determined that the Partnership is to continue, the Partner in Commendam may make nominations for a successor General Partner, who may be any person who is qualified to serve under Louisiana law, dnd the person so nominated shall be voted on by the Partner in Commendam in accordance with their capital interest in the Partnership. In the event of acceptance, such new General Partner shall cause appropriate documents to be filed reflecting such substitution.

     ARTICLE 14. DISSOLUTION OR BANKRUPTCY OF A PARTNER.

     14.01 The Partnership shall not terminate upon the withdrawal, dissolution or bankruptcy of a Partner in Commendam, but the Partnership shall continue and other Partners may be substituted as provided in these Articles. Upon the dissolution or bankruptcy of any Partner in Commendam, the interest of such Partner shall descend to and vest in its legal representatives with full power in them to become a substituted Partner subject to all the provisions of these Articles.

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     14.02 Upon the dissolution or bankruptcy of one General Partner, the Partnership shall terminate unless the remaining General Partner or Partners elect to continue the Partnership. Upon the dissolution, or bankruptcy of all of the General Partner or the sole General Partner, the Partnership shall terminate unless the Partner in Commendam shall make the determination called for by Section 13.05. The legal representatives of such General Partner or Partners shall succeed to the property rights of the such General Partner and may become substituted Partners in Commendam upon compliance with all the provisions of these Articles, and upon the completion and filing with the successor or remaining General Partner an instrument acceptable in form to the successor or remaining General Partner, which must include:

     (a) the name and address of the former and present owners of the unit;

     (b) the proportion of present ownership rights in each unit;

     (c) a copy of the judgment of possession or other documents by which the present owner received his ownership rights; and

     (d) any warranties or representations that legal counsel for the Partnership shall require to satisfy any applicable securities laws.

     14.03 Upon the dissolution or bankruptcy of a Partner in Commendam, the legal representatives of such Partner in Commendam shall become a substituted Partner in Commendam upon compliance with all of the provisions of these Articles and upon completion and filing with the General Partner, if there be but one, or with any of the General Partner, if there be more than one, an instrument in a form acceptable to the General Partner with whom the instrument is filed which must include:

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     (a) the name and address of the former and present owners of the unit;

     (b) the proportion of present ownership rights in the unit;

     (c) a copy of the judgment of possession or other documents by which the ownership rights were received; and

     (d) any warranties or representations that legal counsel for the Partnership shall require to satisfy any applicable securities laws.

     ARTICLE 15. TERM OF THE PARTNERSHIP. The existence of the partnership shall terminate thirty-six (36) years from the date of such execution, unless sooner terminated as hereinafter provided in Article 16.

     ARTICLE 16. TERMINATION, DISSOLUTION AND LIQUIDATION OF PARTNERSHIP.

     16.01 Notwithstanding Article 15, the Partnership shall be terminated upon the first to occur of the following:

     (a) Upon the unanimous consent of the Partners; or

     (b) The Partner in Commendam or the General Partner shall fail to elect to continue the Partnership as set out in Article 13 and 14 hereinabove; or

     (c) Upon the termination of the right of the Partnership to lease, or otherwise use, the dock at Catfish Town, Baton Rouge, Louisiana.

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     16.02 In the event of a dissolution of the Partnership in accordance with these Articles, the General Partner or its designee, as Liquidator, shall immediately commence to wind up Partnership affairs and shall liquidate the assets of the Partnership as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. In connection with any such winding up and liquidation, the independent certified public accountants then retained by the Partnership shall prepare an audited statement setting forth the assets and liabilities of the Partnership as of the date of dissolution, and such audited statement shall be furnished to all Partners. The proceeds of such liquidation shall be applied and distributed in the following order of priority:

     (a) To the payment of the debts and liabilities of the Partnership (other than debts or liabilities owing to a Partner) and the expenses of liquidation (including, if applicable, the reasonable fees of the special liquidator);

     (b) To the setting up of any reserves which the General Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, which reserves shall be paid over to a bank, as escrow-holder, to be held by it for the purposes of disbursing (under the direction of the General Partner or special liquidator) such reserves in payment of any of the aforementioned liabilities and, at the expiration of such period as the General Partner (or special liquidator) may deem advisable, for distribution in the manner hereinafter provided;

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     (c) To the repayment of any advances or loans that may have been made by any of the Partners to the Partnership, but if the amount available for such repayment shall be insufficient, then pro rata in accordance with the amounts of such advances or loans, to the Partner in Commendam and to the General Partner;

     (d) To the payment of any fees and the reimbursement of any expenses to which the General Partner may be entitled under Article 10 hereof; and

     (e) Any balance to be paid to the Partners in accordance with Article 9 hereof.

     ARTICLE 17. BOOKS OF ACCOUNT. The Partnership shall keep proper and complete books of account in accordance with the method of accounting determined by the General Partner, at all times during its continuance, and such books shall be open to the inspection of any Partner at any time during reasonable business hours.

     As soon as reasonably practicable and consistent with ordinary and customary practices of the General Partner, after the end of each fiscal year, the Partner in Commendam shall be furnished with a copy of the statement covering the profits and losses of the Partnership for much year, a copy of the detailed balance shoot of the Partnership as of the end of each year and a statement showing the distributions made to such Partner and the amounts allocated against such Partner during or in respect of such year, and the amount thereof reportable for State and Federal income tax purposes, all prepared in accordance with good accounting

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practices. At any time, and from time to time while the Partnership continues and until its complete liquidation (but only during reasonable business hours), each Partner may fully examine and audit the Partnership’s books, records, accounts and assets, including bank balances, and to this end may cause such examination or audit to be made by any competent accountant employed by him at his expense.

     ARTICLE 18. ACTIVITIES OF THE PARTNERS. The General Partner shall not be liable to the Partnership or the Partner in Commendam for any act or omission performed or omitted by pursuant to the authority granted to it by these Articles, other than for its failure to comply with any covenant or representation contained herein, due to fraud, bad faith, gross negligence, intentional misconduct or reckless disregard of duty.

     ARTICLE 19. POWER OF ATTORNEY AND AMENDMENTS.

     19.01 These Articles may only be amended by the General Partner with the written consent of all of the Partners. In no event shall any interest in capital profit, losses or distributions in the Partnership shall be changed or altered without the express written consent of the effected Partner.

     19.02 Each Partner in Commendam does hereby make, appoint, name, nominate, ordain, authorize and constitute in the place and stead of each Partner in Commendam, the General Partner, to be the true and lawful agent and attorney-in-fact, general and special, for each said Partner in Commendam, to sue, conduct, manage and transact, all and singular, the affairs, business, concerns and

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matters of whatever nature or kind, without any exception or reservation whatsoever; of this Partnership including, but not limited to, the sale, lease, mortgage, refinancing, hypothecation or other disposition or encumbrance of any of this Partnership’s properties, and generally to do and ) perform all and every other act, matter and thing whatsoever, as shall or may be requisite and necessary, touching or concerning the affairs, business or assets of this Partnership when and upon such terms as the General Partner may deem appropriate as fully, completely and effectually and to all intents and purposes with the same validity, as if all and every such act, matter or thing, were or had been particularly stated, expressed and especially provided for, or as each Partner in Commendam and General Partner could or might do if personally present with full power of substitution and subrogation; and the Partner in Commendam hereby ratifies and confirms all and whatsoever the General Partner shall lawfully do or cause to be done by virtue of this Power of Attorney. The General Partner is authorized to execute any and every document, collectively or individually, which it may reasonably deem necessary to carry out the authority granted in this Power of Attorney. Any mortgage granted by such attorney-in-fact on any of the Partnership property may contain the pact do non alienando, waiver of appraisement, confession of judgment and all other clauses and provisions usually contained in Louisiana mortgages as well as any special provisions that may be required by a mortgage in any case.

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     19.03 The power of attorney provided in Section 19.03 is irrevocable and coupled with an interest and shall survive the bankruptcy or dissolution of each Partner granting it.

     ARTICLE 20. NO ORAL MODIFICATION. No modification or waiver of these Articles, or any part hereof, shall be valid or effective unless in writing signed by the party or parties sought to be charged therewith. No waiver of any breach or condition of these Articles shall be deemed to be a waiver of any other subsequent breach or condition, whether of like or different nature.

     ARTICLE 21. NOTICES AND ADDRESSES. All notices or other communications given or made under these Articles shall be in writing. Notices or other communications shall be mailed to the Partner in Commendam at their present addresses, or such other addresses as they may specify in a notice to the General Partner.

     Notices or other communications shall be mailed to the Partners at the following addresses:

General Partner:	Argosy of Louisiana, Inc.
	100 St. James Street, Building H
	Baton Rouge, LA 70802
with a copy to:	John S. Campbell, Jr.
	Taylor, Porter, Brooks & Phillips
	451 Florida Street, 8th Floor
	Baton Rouge, Louisiana 70801
Partner in Commendam:	Jazz Enterprises, Inc.
	100 France Street
	Baton Rouge, LA 70802
with a copy to:	Cecil J. Blache
	Breazeale, Sachse & Wilson, L.L.P.
	One American Place, 23rd Floor
	Post Office Box 3197
	Baton Rouge, LA 70821-3197

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or such other address as may be specified by the Partners, from time to time.

     ARTICLE 22. APPLICABLE LAW. These Articles shall be governed by and construed in accordance with the laws of the State of Louisiana.

     ARTICLE 23. RECORDATION. The General Partner shall cause these Articles, and any future amendments hereto, to be recorded in full in the office of the Secretary of State, State of Louisiana, in the separate book required by law to be kept forth a purposes of recording Partnership Agreements, as well as in any Parish in which the principal establishment of the Partnership may become situated, or in which the Partnership shall acquire immovable property, said recordation to be accomplished as soon as possible after the completion of tho execution of this Agreement, or any amendment hereto, or prior to the acquisition of such immovable property, as the case may be.

     ARTICLE 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each of such counterparts shall, for all purposes, be deemed to be an original, but all of such counterparts’ shall constitute one and the same instrument, and this Agreement shall be deemed effective on the date it is executed by the last party hereto.

     ARTICLE 25. MEDIATION AND ARBITRATION. All claims or disputes with respect to the matters set forth in this Limited Partnership Agreement or the documents pursuant thereto shall be resolved as follows:

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     First, the parties shall submit to nonbinding mediation in Baton Rouge, Louisiana, within thirty (30) days after either party requests such mediation. The parties shall select a mutual mediator.

     Second, if the dispute is not resolved through nonbinding mediation, the parties shall submit to binding arbitration in Reno, Nevada under rules established by the arbitrators. Each party shall select an independent arbitrator and the two arbitrators shall select a third neutral arbitrator.

     The parties shall make good faith efforts to arbitrate all matter as soon as practicable and in all events within forty-five (45) days of the date either party requests arbitration. All costs and fees of the mediator and arbitrators shall be borne equally by the parties, but not withstanding this provision, any breach of the terms and conditions of this Agreement shall subject the breaching party to a claim for all appropriate damages, costs and reasonable attorney fees incurred by the non-breaching party.

     In the event that either party fails to cure any default determined to have occurred or fails to comply with any determination set forth in a final order of arbitration within thirty (30) days of the date of such order of arbitration, the prevailing party shall be entitled to enforce the order in accordance with the provision thereof.

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     IN WITNESS WHEREOF, the parties have signed their names hereto in duplicate originals in the presence of the undersigned competent witnesses, this 21st day of September, 1994 at Baton Rouge, Louisiana.

WITNESSES :	GENERAL PARTNER:
/s/ [ILLEGIBLE]	ARGOSY OF LOUISIANA, INC.
/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
		Duly Authorized Officer
		PARTNER IN COMMENDAM:
/s/ [ILLEGIBLE]		JAZZ ENTERPRISES, INC.
/s/ [ILLEGIBLE]	By:	/s/ RONALD A. JOHNSON
		Duly Authorized Officer

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SCHEDULE A
TO AMENDED AND RESTATED
ARTICLES OF PARTNERSHIP IN COMMENDAM OF
CATFISH QUEEN PARTNERSHIP IN COMMENDAM
DATE SEPTEMBER 21, 1994

     A. Assets to be transferred to partnership free and clear of debt :

1.	That certain vessel known as the Belle of Baton Rouge (see attached documentation), absent furniture, fixtures and equipment.
2.	All passenger ramps, walkways, passenger moving systems, and Tenant build-out and improvements for the Argosy Landing building.

     Argosy of Louisiana shall receive credit to its capital account for the actual cost of the contributions in A-1 and A-2.

     B. The following assets are to be transferred to the partnership SUBJECT TO AN UNSECURED DEBT OBLIGATION represented by promissory note instruments of the partnership to Argosy Gaming Company for the cost of all such assets. Said debt to be amortized over seven (7) years at eight percent (8%) per annum interest with principal and interest payable quarterly,

1.	All furniture, fixtures and equipment, including all gaming equipment, located on the vessel known as the Belle of Baton Rouge.
2.	The completed and improved barge docking facility used to dock and support the gaming vessel, The Belle of Baton Rouge.
3.	All furniture, fixtures and equipment located within the Argosy Landing, building.

     Argosy of Louisiana shall not receive any credit to its capital account for the contribution in B-1, B-2 and B-3.

     C. Argosy of Louisiana shall be entitled to recover as an unsecured debt obligation of the partnership, represented by promissory note instruments, pro-opening expenses in an amount not to exceed $3.5 million to be paid in twenty-four (24) equal monthly Installments with no Interest. Installments are to start thirty (30) days after the maiden voyage of The Belle of Baton Rouge.

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     Pre-opening expenses SHALL NOT INCLUDE any capitalizable Item of Argosy Gaming Company’s corporate or expenses, but shall Include those pre-opening expenses as are customarily allowed under generally accepted accounting principles. Any pre-opening expenses In excess of $3.5 million shall be credited to the capital of Argosy of Lousiana.

     D. Any properly capitalizable expenses not otherwise Included as a debt obligation of the partnership to Argosy Gaming Company shall be credited to the capital account of Argosy of Louisiana.

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SCHEDULE “B”
TO
AMENDED AND RESTATED ARTICLES OF PARTNERSHIP
IN COMMENDAM
OF
CATFISH QUEEN PARTNERSHIP IN COMMENDAM
DATED SEPTEMBER 21, 1994

1.	Certificate of Preliminary Approval for River boat Gazing commission to Jazz Enterprises, Inc., dated March 31, 1994.
2.	River boat Gaming License from La state Police to Jazz/Catfish Queen Partnership in Commendam dated July 18, 1994.

INITIALS

                                                                                                        

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STATEMENT OF CONDITIONS TO
CERTIFICATE OF PRELIMINARY APPROVAL
OF JAZZ ENTERPRISES, INC.

     JAZZ ENTERPRISES, INC., hereafter referred to as “Holder”, hereby expressly accepts, agrees and stipulates to the following mandatory and voluntary conditions to its Certificate of Preliminary Approval, issued by the Louisiana River boat Gaming Commission pursuant to the provisions of La. R. S. 4:601 ET. SEQ. and administrative rules promulgated pursuant thereto. More particularly, holder agrees as follows:

GENERAL CONDITIONS

1.	Holder agrees and stipulates to the following: (1) to not mention, assert, utilize or argue that he or another person should be licensed by the State Police River boat Gaming Enforcement Division (hereafter “Divisions”) because he or another person holds or has applied for a Certificate; (2) to make application to the Division for a gaming operator’s license and commence construction of the river boat within the time limits required by Rule 307 of Rules of the Louisiana River boat Gaming Commission’s on (3) To apply to the Commission for a Certificate of Final Approval, prior to Commencement of the operations authorized by this Certificate.
2.	To indemnify and hold harmless the River boat Gaming Commission. The State of Louisiana, and their agents and employees against any and all claims for personal injury or property damage arising out of or in connection with errors and omissions in the following: (1) The approval of river boat or support facility plans, designs, and specifications; (2) The granting of a Certificate; (3) the issuance of emergency orders, and (4) the denial, suspension or revocation of a Certificate of Approval. Pursuant to this condition, Holder further agrees to, at the time of signing its acceptance of this Certificate, assign a separate indemnification agreement implementing this condition.
3.	To maintain copies of this Certificate and conditions at the helm or plan house of the river boat named herein, the office of the gaming operator, and any Louisiana State Police River boat Gaming Division offices on board the river boat; they shall be produced for examination and inspection upon demand or any agent or representative of the Commission or the Division.
4.	To at all times comply with all provisions of the Act.

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5.	To at all times comply with all administrative rules promulgated by the Commission.
6.	To at all times and in all operations comply with all administrative rules of the Louisiana State Police River boat Enforcement Division.
7.	To operate the river boat on the approved and authorized routes as described in the application for certificate of preliminary approval (or separate route authorization document) unless authorized otherwise by the Act or rules of the Commission.
8.	To conduct the kind, amount, and scope of gaming activities as described in the Application or Certificate.
9.	To offer the kind, amount and scope of non-gaming activities upon the river boat and shore or support facilities as described in the Holder’s Acquisition.
10.	To allow inspection by the authorized agents and representatives of the Commission or the Division at any time and or any premises under control of the Holder or affiliated companies and particularly or/ portion of the riverboat terminal support facilities, administrative offices, surveillance rooms and account rooms.
11.	To report to the Commission in writing as soon as is practical any failure to comply with these voluntary conditions or any provision of the Act or rules of the commission along with an explanation of the reasons therefore.
12.	To construct and operate shore, support, and terminal facilities as detailed in the Holder’s Application.
13.	To quarterly submit to the Commission sworn certifications that the Holder has complied with all conditions of this Certificate or any Certificate of Final Approval, or in the event of non-compliance, to certify that such conditions (for specific operations thereof) have not been set, and the reasons therefore.
14.	To quarterly submit to the Commission a sworn certificate or list of all persons having an interest in the Holder, the Holder’s gaming operator or the Holder’s riverboat (excluding publicly traded companies), and a list of all consultants, contractors or persons deriving $25,000 a year or more from the Holder or any affiliated company in connection with or as a result of the Holder’s riverboat operations.

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15.	That no ownership, income or security interest, in the Holder, the Holder’s gaming operator or the Holder’s riverboat is transferable or may be transferred without the permission of the Commission. (This does not apply to the transfer of the stock of publicly traded companies not forming a part of a transaction relating to the Holder.)
16.	To quarterly submit to the Commission a sworn report of the numbers of minorities employed, their general job classification and total salaries of all minority employees.
17.	Upon receipt of Certificate of Final Approval, the Commission may require a Holder to discontinue use of a particular advertisement or promotion which the Commission determines offensive or contrary to the integrity of gaming regulations.
18.	The above said quarterly submissions are to be made by Holder no later than 5:00 p.m. on the 20th day of the months of April, July, October and January. All submissions are to be delivered to the Executive Secretary, Louisiana Riverboat Gaming Commission, 339 Florida Street, Suite 402, Baton Rouge, LA 70801.
19.	In the event the Holder fails to comply with an employment or procurement goal as set forth in the specific conditions of this Certificate, the Holder agrees to submit quarterly an affidavit setting forth in detail the variance from the employment or procurement goal, the specific reasons therefore, the efforts undertaken by the Holder to remedy or overcome the variance and the results thereof.
20.	To comply with such other general or specific conditions, to this preliminary or the Holder’s Final Certificate of Approval, as may be required by the Commission.
21.	Any provisions or conditions of this certificate shall be modified or superseded by applicable subsequent statutory or regulatory provisions.
22.	Failure to comply with any provision or condition of this certificate shall constitute grounds for recision and cancellation by the Commission.

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SPECIFIC ECONOMIC AND PROCUREMENT
CONDITIONS

In addition to the general conditions above, the Holder also agrees to specific economic and procurement conditions or goals as follows:

1.	To construct at the Avondale Shipyard the riverboat described in the application said construction to begin on or before August 1, 1993, said construction to be completed by September 10, 1994.
2.	To start construction of the shore, support, terminal and related facilities on or before September 1, 1993, and to complete construction of said facilities by September 30, 1994.
3.	To take immediate steps and continue to take whatever measures necessary to obtain sufficient cash, loan proceeds or unconditional letters of credit to finance all aspects of the construction of the riverboat, and all related shore, support, terminal and related facilities, said cash, loan proceeds or unconditional letters of credit to be completed and in the possession of Holder by July 1, 1993.
4.	(A) To commence riverboat gaming operations on or about September 30, 1994. There will be 6 cruises per day at 9:00 a.m., 12:00 noon, 3:00 p.m., 6:00 p.m., 9:00 p.m. and 12:00 midnight.

The designated route shall be upon Mississippi River as authorized by the chairman of the Commission, originating at and within a reasonable distance of Catfish Town, the riverboat’s licensed berth.

(B) For purposes of this Certificate, an excursion shall consist of a total of three hours with not more than the initial and last forty-five minute periods of the excursion to be used for the embarking and disembarking of passengers at the riverboat’s approved berth. The riverboat shall be underway away from its approved berth for not less than ninety minutes during an excursion unless the conditions of La. R.S. 41525 (B) (1) or other provisions of the Act are met. In the event that the riverboat remains dockside at its licensed berth pursuant to La. R.S. 41525(B) (1) or other provisions of the Act, passengers may embark or disembark during the initial and last forty-five minute periods; however, during the remaining (middle) ninety minute period passengers may disembark only.

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5.

To maintain a policy or policies of general liability insurance, insuring all non-employee passengers, quests, patrons, etc. against personal injury and damage to property which they may sustain in connection with or arising out of their presence upon the riverboat and the various related and support facilities operated by Holder, pursuant to this Certificate. The said policy of liability insurance to be in an amount of not less than $50 Million Dollars.

6.

Holder agrees to achieve and adhere to the general following economic and procurement goals in conducting riverboat operations.

a) To hire at least 30% Louisiana residents.

b) To procure 75% of the total cost of goods and services purchased from or through Louisiana owned companies.

7.	To hire minorities and women to fill employment positions in the same percentage as minorities and women represent the total population of this state, or in the percentage represented in the parish in which the riverboat is docked, whichever is greater. Minority and women populations shall be determined in accordance with the 1990 U.S. Census data.
8.	To procure 13% and 15% of the total cost of goods and services from minorities and women (respectively) majority owned suppliers and firms.
9.	To employ at least 800 persons in riverboat and support operations.
10.	To pay a minimum wage of at least $5.00 per hour to salaried employees.
11.	To provide within 20 days, if not already provided, complete and any remaining documentation, information, and affidavits as requested by the commission in its letters of July 28, 1993 requesting “source documentation” and September 17, 1993 requesting additional and supplemental information in affidavit form.

Issued or revised on March 31, 1994.

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Footnotes to specific voluntary conditions.
1.	The amount expended by a Holder for a construction of a riverboat vessel shall not be included in the calculation of the percentage of procurement from Louisiana firms.
2.	Amounts expended by a Holder for the purchase of gaming supplies and devices shall not be included in the calculation of the percentage of procurement from Louisiana firms.
3.	The term minorities shall mean minorities as defined by 41 C.F.R. ch. 40-4.3. The numbers of minorities and women employed shall be calculated separately in the manner provided for the Equal Employment Opportunity Commission’s EEO-1 so that, for example, if a minority woman is employed she is credited toward both the minority and woman hiring goals.

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CERTIFICATE OF
PRELIMINARY APPROVAL
FOR RIVERBOAT GAMING OPERATIONS

     After consideration of the submitted Application for a Certificate of Preliminary Approval, the Louisiana Riverboat Gaming Commission (the “Commission”), in accordance with the provisions of the Louisiana Riverboat Economic Development and Gaming Control Act, La. R.S. 4 501 ET. SEQ., (the “Act”) hereby awards

JAZZ ENTERPRISES, INC.

thereinafter referred to as “Holder”), this Certificate of Preliminary Approval to begin construction of a riverboat and commence such other operations as are authorized by the administrative rules of the Commission. Upon compliance with said rules and the voluntary conditions of this Certificate, and further, upon receipt of a Certificate of Final Approval, the Holder is hereby authorized to commence riverboat gaming operations and other operation incident thereto, as described in detail in their application; said riverboat to utilize the routes described in the application and (voluntary conditions hereto), with the riverboat to be berthed on land contiguous to Catfish Town in Baton Rouge, Louisiana, on the Mississippi River in East Baton Rouge Parish.

     By accepting this Certificate of Preliminary Approval, the Holder expressly accepts and agrees to all of the conditions to this Certificate, as previously or subsequently amended, as set forth in the attached statement of Mandatory and Voluntary Conditions, which are incorporated herein by reference and made a part of this Certificate.

     By accepting this Certificate of Preliminary Approval, Holder agrees to: (1) conduct all riverboat gaming and related operations in accordance with the law, the rules of the Commission, and the conditions attached hereto and incorporated herein; and (2) expressly agrees that this Certificate is an absolute privilege, the awarding, denial, conditions or modification of which shall be controlled solely by the Commission and the provisions of the Louisiana Riverboat Economic Development and Gaming Control Act.

     This Certificate, and the conditions attached hereto are approved this 1st day of January, 1994 in Baton Rouge, Louisiana.

/S/ Kenneth Pickening  

Kenneth Pickening 

Chairman 

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EX-3.24

EXHIBIT 3.24

     

EXHIBIT XXX, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “TAHOE HORIZON, LLC”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF JUNE, A.D. 2006, AT 4:37 O’CLOCK P.M.

Harriet Smith Windsor, Secretary of State AUTHENTICATION: 4807401

vowjjioji DATE: 06-08-06

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:54 PM 06/07/2006

FILED 04:37 PM 06/07/2006

SRV 060551631- 4171275 FILE

CERTIFICATE OF FORMATION

OF

TAHOE HORIZON, LLC

     This Certificate of Formation of Tahoe Horizon, LLC, is being duly executed and filed by the undersigned, as an authorized person; to form a limited liability company under the Delaware Limited Liability Company Act (6 Del, C. § 18-101, at seq.).

     First. The name of the limited liability company formed hereby is Tahoe Horizon, LLC (the “Company”).

     Second. The address of the registered office of the Company in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Company at such address is The Corporation Trust Company.

     INWITNESS WHEREOF, the undersigned has caused this Certificate of Formation of Tahoe Horizon, LLC to be duly executed this 6^th day of June, 2006.

/s/ Amy E. Brown

Amy E. Brown

Authorized Representative

EX-3.24(A)

EXHIBIT 3.24(a)

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF FORMATION

TAHOE HORIZON, LLC

1.	Name of the Limited Liability Company: Tahoe Horizon, LLC (the “Company”).
2.	The Certificate of Formation of the limited liability company is hereby amended as follows:

     “THIRD:

     The character and general nature of the business to be conducted by the Company is to operate, manage, and conduct gaming in a gaming casino or within the premises known as the Lake Tahoe Horizon Casino Resort and located at Highway 50 Stateline, Nevada 89449.

     FOURTH:

     Notwithstanding anything to the contrary expressed or implied in these articles, the sale, assignment, transfer, pledge or other disposition of any interest in the limited-liability company is ineffective unless approved in advance by the Nevada Gaming Commission. If at any time the commission finds that a member which owns any such interest is unsuitable to hold that interest, the commission shall immediately notify the limited-liability company of that fact. The limited-liability company shall, within 10 days from the date that it receives the notice from the commission, return to the unsuitable member the amount of his capital account as reflected on the books of the limited-liability company. Beginning on the date when the commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the limited-liability company, it is unlawful for the unsuitable member: (a) To receive any share of the distribution of profits or cash or any other property of, or payments upon dissolution of, the limited-liability company, other than a return of capital as required above; (b) To exercise directly or through a trustee or nominee, any voting right conferred by such interest; (c) To participate in the management of the business and affairs of the limited-liability company; or (d) To receive any remuneration in any form from the limited-liability company, for services rendered or otherwise.

     Any member that is found unsuitable by the commission shall return all evidence of any ownership in the limited-liability company to the limited-liability company, at which time the limited-liability company shall within 10 days, after the limited-liability company receives notice from the commission, return to the member in cash, the amount of his capital account as reflected on the books of the limited-liability company, and the unsuitable member shall no longer have any direct or indirect interest in the limited-liability company.”

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of the 8 day of August, 2006.

[ILLEGIBLE]

Authorized Person

EX-3.25

EXHIBIT 3.25

TAHOE HORIZON, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

     THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and entered into as of June 7, 2006 by and between TAHOE HORIZON, LLC, a Delaware limited liability company (the “Company”) and WIMAR TAHOE CORPORATION (the “Manager” and the “Member”). The parties hereto, intending to be legally bound, agree as follows:

     1. Formation of Limited Liability Company. On June 7, 2006, the Company was organized as a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seg.) (the “Act”) by the filing of Certificate of Formation of the Company (the “Certificate”) with the Secretary of State of Delaware as required by the Act. Amy E. Brown, is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate with the Secretary of State of the State of Delaware. Upon the filing of the Certificate with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Manager thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Manager shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof). The Manager hereby adopts and ratifies the Certificate, a copy of which is attached as Exhibit A hereto. In the event of a conflict between the terms of this Operating Agreement and the terms of the Certificate, the terms of the Certificate shall prevail.

     2. Name. The name of the Company shall be Tahoe Horizon, LLC.

     3. Statutory Agent. The Company’s initial statutory agent shall be The Corporation Trust Company, c/o Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The Manager may, at any time and from time to time, change the statutory agent of the Company.

     4. Purpose. The purpose for which the Company is organized is to transact any and all lawful business incident thereto for which a Limited Liability Company may be organized under the Act. The Company shall have all the powers necessary, incidental or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

     5. Fiscal Year. The fiscal year of the Company shall be the calendar year or such other fiscal year as the Manager shall determine pursuant to the provisions of Code Section 706(b).

     6. Term. The Company was formed on the date of filing of the Certificate of Formation and its period of existence shall be perpetual, until cancellation of the Certificate as provided for in the Act.

     7. Initial Capital Contribution. Upon execution of this Agreement, the Member shall contribute to the Company cash, property, services rendered, promissory notes or any other binding obligation to contribute cash or property or to perform

services of the type and in the amount set forth opposite the Member’s name on Schedule 1 attached hereto. In exchange for such capital contribution, the Member shall receive the number of units of limited liability company interest in the Company (“Units”) set forth opposite the Member’s name on Schedule 1. The Member hereby acknowledges and agrees that the Units are being purchased for the Member’s own account and for investment purposes only and not for resale in connection with the distribution or public offering of the Units within the meaning of the Securities Act of 1933, the Delaware Securities Act, or any other applicable securities laws and rules.

     8. Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company.

     9. Management and Control in General. The initial number of managers of the Company shall be one (1) and such Manager designated by Member shall be Wimar Tahoe Corporation, and any successors by merger. The Manager shall have full and exclusive power to manage and control the business and affairs of the Company. The Manager is the agent of the Company for the purpose of its business. Any act of the Manager in apparently carrying on in the usual way the business of the Company shall bind the Company. The Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101 (10) of the Act.

     10. Officers. The Manager may elect a president, one or more vice presidents, treasurer, secretary and such other officer or officers as it may deem necessary. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any two or more of such offices may be held by the same person. The officers of the Company (if any) shall hold office until their successors are elected and qualified, or for such order period as the Manager may provide, but any officer may be removed at any time, with or without cause, by the Manager without prejudice to the contract rights, if any, of the officers who were removed. The Manager may fill any vacancy in the office at any time. All of the officers of the Company shall at all times be and remain subject to the direction or control of the Manager. The initial officers of the company will be William J. Yung, President, Secretary and Treasurer.

     11. Transfer of Units. No transfer of Units shall be made unless in compliance with such restrictions of transfer as set forth on the Certificate, or any amendment thereto.

     12. Unit Journal. The Manager shall maintain a journal of ownership of all of the outstanding Units containing the name and address of each Member, the number of Units held and whether such Unit holder is a Member (the “Journal”). The Unit Journal shall be conclusive evidence of the ownership of the Units and status as a Member absent manifest error.

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     13. Dissolution of the Company. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (a) the action of the members holding a majority of the Units held by all the members, (b) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles), all rights and remedies being governed by said laws.

     15. Entire Agreement; Amendment of Agreement. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements in regard hereto. This Agreement may be amended only by a written amendment signed by the Member.

     16. No Third Party Rights. This Agreement and the covenants and agreements contained herein are solely for the benefit of the parties hereto. No other person shall be entitled to enforce or make any claims, or have any right pursuant to the provisions of this Agreement.

     17. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

     18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

REMAINDER OF PAGE LEFT BLANK.

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     The undersigned have signed this Agreement as of the date set forth above.

TAHOE HORIZON, LLC		MEMBER:
WIMAR TAHOE CORPORATION, Its Manager		WIMAR TAHOE CORPORATION
By:	/s/ William J. Yung	By:	/s/ William J. Yung
Name:	William J. Yung	Name:	William J. Yung
Title:	President	Title:	President

EX-3.25(A)

3.25(a)

TAHOE HORIZON, LLC

FIRST AMENDMENT TO

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

     This First Amendment to Limited Liability Company Operating Agreement (the “Amendment”), is made and entered into as of January 3, 2007, by and among TAHOE HORIZON, LLC, a Delaware limited liability company (the “Company”) WIMAR OPCO, LLC (the “Member”) and WIMAR TAHOE CORPORATION (the “Manager”), who agree as follows:

     1. Recitals. The parties hereto are parties to a Limited Liability Company Operating Agreement dated June 7, 2006 (the “Agreement”). The parties hereto desire to amend the Agreement in accordance with the terms of this Agreement.

     2. Amendment. Section 7 of the Agreement is hereby amended to include the following language:

“A Member’s interest in the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Each such certificate shall set forth the number of Units issued and outstanding and the number of Units issued to the holder of the certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the Company.”

TAHOE HORIZON, LLC
By:	Wimar Tahoe Corporation
Its:	Manager
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT

WIMAR OPCO, LLC
By:	Wimar Tahoe Corporation
Its:	Manager
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT

WIMAR TAHOE CORPORATION
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT

EX-3.26

Exhibit 3.26

(STAMP)

RESTATED

CERTIFICATE OP INCORPORATION

OF

RAMADA GAMING COMPANY III

          Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware

          Ramada Gaming Company III, a corporation organized on June 26, 1989, hereby amends and restates its Certificate of Incorporation, pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, to read in its entirety as follows:

          FIRST: The name of the Corporation is Aztar Corporation (hereinafter the “Corporation”).

          SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

          FOURTH: A. The total number of shares of all classes which the Corporation shall have authority to issue is 1,000 shares, of which 500 shares, par value $0.01 per share, shall be of a class designated “Common Stock”, and 500 shares, par value $0.01 per share, shall be of a class designated “Preferred Stock”.

          B.1. The Board of Directors of the Corporation (the “Board of Directors”) is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock, and, by filing a certificate pursuant to the GCL, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences, qualifications and limitations of

the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

          (a) the distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors;

          (b) the dividend rate or rates on the shares of such series and the preferences, if any, over any other series (or of any other series over such series) with respect to dividends, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether and upon what conditions such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate;

          (c) the voting powers, full or limited, if any, of shares of such series, and under what conditions, if any, the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a class for the election of one or more directors of the Corporation in case of dividend arrearages or other specified events or upon other matters;

          (d) whether the shares of such series shall be redeemable, the limitations and restrictions with respect to such redemptions, the time or times when, the price or prices at which and the manner in which such shares shall be redeemable, including, but not limited to, the manner of selecting shares of such series for redemption if less than all shares are to be redeemed;

          (e) the rights to which the holders of shares of such series shall be entitled, and the preferences, if any, over any other series (or of any other series over such series), upon the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, which rights may vary depending on whether such liquidation, dissolution, distribution or winding up is voluntary or involuntary, and, if voluntary, may vary at different dates;

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          (f) whether the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether and upon what conditions such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to which and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series, including, but not limited to, the price or prices at which the shares may be purchased or redeemed, or to other corporate purposes and the terms and provisions relative to the operation thereof;

          (g) whether the shares of such series shall be convertible into or exchangeable for shares of stock of any other class or classes, or of any other series of the same class, and, if so convertible or exchangeable, the price or prices or the rate or rates of conversion of exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange;

          (h) whether the issuance of additional shares of Preferred Stock shall be subject to restrictions as to issuance, or as to the powers, preferences or other rights of any other series;

          (i) the right of the shares of such series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation; and

          (j) any other preferences, privileges and powers, and relative participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of this Certificate of Incorporation, as the same may be amended from time to time.

               2. Shares of Preferred Stock which have been issued and reacquired in any manner by the Corporation (excluding, until the Corporation elects to retire them, shares which are held as treasury shares, but including shares redeemed, shares purchased and retired and shares which have been converted into shares of Common Stock) shall have the status of authorized but unissued

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shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reissued as a part of another series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock.

               3. Except as otherwise provided by the resolution or resolutions providing for the issuance of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issuance of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.

               4. Except as otherwise provided by the resolution or resolutions providing for the issuance of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amounts to which they shall be entitled pursuant to the resolution or resolutions providing for the issuance of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, rat- ably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.

               5. The holders of Preferred Stock shall not have any preemptive rights except to the extent such rights shall be specifically provided for in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors.

          C. Except as otherwise specifically required by law or as specifically provided in any resolution of the Board of Directors providing for the issuance of any particular series of Preferred Stock, the exclusive voting power of the Corporation shall be vested in the Common Stock of the Corporation. Except as otherwise provided in this Certificate of Incorporation, each share of Common Stock shall entitle the holder thereof to one vote at all meetings of the stockholders of the Corporation.

          FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than

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five nor more than thirteen directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. Initially, Class I directors shall be elected for a one-year term, Class II directors for a two-year term, and Class III directors for a three-year term. At each succeeding annual meeting of stockholders beginning in 1990, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor or, if such director has no predecessor, as that of the class of directors to which such director has been elected.

          Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation or the resolution or resolutions adopted by the Board of Directors pursuant to Article FOURTH applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms.

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          SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the By-Laws of the Corporation. Stockholders may not make, adopt, alter, amend, change or repeal the By-Laws of the Corporation except upon the affirmative vote of not less than eighty percent (80%) of the outstanding stock of the Corporation entitled to vote thereon, provided that the power of the stockholders to make, adopt, alter, amend, change or repeal the By-Laws of the Corporation is further subject to the provisions of Article NINTH of this Certificate of Incorporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

          SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the By-laws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by all stockholders of the Corporation entitled to vote thereon setting forth the action to be taken. Subject to the rights of the holders of any class or series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board or the President of the Corporation and not by any other person or persons.

          EIGHTH: A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except that this Section A of Article EIGHTH shall not eliminate or limit a director’s liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any transaction from which such director derived an improper personal benefit. If the GCL is amended after the date this Certificate of Incorporation became effective under the GCL to authorize corporate action further eliminating or limiting the personal liability of directors, then the

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liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended from time to time.

          Any repeal or modification of this Section A of Article EIGHTH shall not increase the personal liability of any director of this Corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

          The provisions of this Section A of Article EIGHTH shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of this Section A of Article EIGHTH.

          B. The Corporation shall indemnify to the full extent authorized or permitted by law (as now or hereafter in effect) any person made, or threatened to be made a party or witness to any action, suit or proceeding (whether civil or criminal or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or an officer of the Corporation or by reason of the fact that such person, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No amendment to or repeal of this Section B of Article EIGHTH shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.

          C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the GCL. The Corporation may also create a trust fund, grant a security interest and/or use other means (including, but not limited to, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing, to ensure the payment of such amounts as may become

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necessary to effect indemnification as provided therein, or elsewhere.

          NINTH: A. The Corporation expressly elects not to be governed by Section 203 of the GCL.

          B. In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section C of this Article NINTH, a Business Combination (as hereinafter defined) with, or proposed by or on behalf of, any Interested Stockholder (as hereinafter defined) or any Affiliate or Associate (as hereinafter defined) of any Interested Stockholder or any person who thereafter would be an Affiliate or Associate of such Interested Stockholder shall require the affirmative vote of not less than sixty-six and two-thirds percent (66–2/3%) of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock (as hereinafter defined), voting together as a single class, excluding Voting Stock Beneficially Owned by such Interested Stockholder. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

          C. The provisions of Section B of this Article NINTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation, or any agreement with any national securities exchange, if the Business Combination shall have been approved, either specifically or as a transaction which is within an approved category of transactions, by a majority of the Board of Directors prior to the Acquisition Date (as hereinafter defined.

          D. The following definitions shall apply with respect to this Article NINTH and, when noted, to Article TWELFTH:

     1. The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b–2 promulgated under the Exchange Act of 1934 (the “Exchange Act”) as in effect on the date this Certificate of Incorporation became effective under the GCL (the term “registrant” in said Rule 12b–2 meaning in this case the Corporation).

     2. The term “Acquisition Date” shall mean the date on which any person becomes the Beneficial

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Owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all the then outstanding shares of voting Stock.

     3. A person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own”, shares of Capital Stock:

     (a) which such person or any of such person’s Affiliates or Associates, directly or indirectly, has the sole or shared right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d–3 promulgated under the Exchange Act or pursuant to any successor provision), including, but not limited to, pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, that a person shall not be deemed the “Beneficial Owner” of, or to “Beneficially Own”, any security under this subparagraph (a) as a result of an agreement, arrangement or understanding to vote such security that both (y) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the rules and regulations promulgated under the Exchange Act and (z) is not reportable by such person on Schedule 13D promulgated under the Exchange Act (or any comparable or successor report) without giving effect to any applicable waiting period; or

     (b) which are Beneficially Owned, directly or indirectly, by any other person (or any Affiliate or Associate thereof) with which such person (or any of such person’s Affiliates or Associates) has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to subparagraph (a) above) or disposing of any Capital Stock;

provided, that (i) no director or officer of the Corporation (nor any Affiliate or Associate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed the “Beneficial Owner” of or to “Beneficially Own” any shares of Capital Stock that are Beneficially Owned by any other such director or officer, and (ii) no person shall be deemed the “Beneficial Owner” of or to

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“Beneficially Own” any shares of Voting Stock held in any voting trust, any employee stock ownership plan or any similar plan or trust if such person does not possess the right to vote, to direct the voting of or to be consulted with respect to the voting of such shares.

     4. The term “Business Combination” shall mean:

     (a) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Stockholder or (ii) any other company (whether or not itself an Interested Stockholder) which is or after such merger or consolidation would be an Affiliate or Associate of an Interested Stockholder; or

     (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving the Corporation or any Subsidiary and any assets, securities or commitments of the Corporation, any Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder which (except for any arrangement, whether as employee, consultant or otherwise, other than as a director, pursuant to which any Interested Stockholder or any Affiliate or Associate thereof shall, directly or indirectly, have any control over or responsibility for the management of any aspect of the business or affairs of the Corporation, with respect to which arrangements the value tests set forth below shall not apply), together with all other such arrangements (including all contemplated future events), has an aggregate Fair Market Value and/or involves aggregate commitments of $5,000,000 or more or constitutes more than five percent (5%) of the book value of the total assets (in the case of transactions involving assets or commitments other than Capital Stock) or five percent (5%) of the stockholders’ equity (in the case of transactions in Capital Stock) of the entity in question (a “Substantial Part”), as reflected in the most recent fiscal year-end consolidated balance

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sheet of such entity existing at the time the stockholders of the Corporation would be required to approve or authorize the Business Combination involving the assets, securities and/or commitments constituting any Substantial Part; or

     (c) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation or for any amendment to the Corporations By-Laws; or

     (d) any reclassification of securities of the Corporation (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of any Subsidiary, that is Beneficially Owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

     (e) any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d).

     5. The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, and, with respect to any particular Business Combination, the term “Voting Stock” shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally or which by its terms may be voted on such Business Combination.

     6. The term “interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, and other than Ramada Inc., a Delaware corporation, for so long as Ramada Inc. remains the record owner of all of the outstanding shares of the Common Stock) who (a) is

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or has announced or publicly disclosed a plan or intention to become the Beneficial Owner of Common Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Common Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the Beneficial Owner of Common Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Common Stock.

     7. The term “person” shall mean any individual, firm, corporation, partnership or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.

     8. The term “Subsidiary” means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 6 of this Section D, the term “Subsidiary” shall mean only a company of which a majority of each class of equity securities is Beneficially Owned by the Cor poration.

          E.1. A majority of the Board of Directors shall have the power to determine for the purposes of this Article NINTH, all questions arising under this Article NINTH, including, without limitation, (a) whether a person is an Interested Stockholder, (b) the number of shares of Capital Stock or other securities Beneficially Owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether a Business Combination is with, or proposed by, or on behalf of an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder, (e) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $5,000,000 or more or constitutes more than five percent (5%) of the book value of the total assets or five percent (5%) of the stockholders’ equity of the entity in question, (f) whether the assets or securities that are the subject of any Business Combination constitute a Substantial Part, (g) the date on which an Interested Stockholder became an Interested Stockholder, (h) the date on which an Acquisition Date occurred and (i) any

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other matter relating to the applicability or effect of this Article TENTH. Any such determination shall be binding and conclusive on all parties.

          2. The Board of Directors shall have the right to demand that any person who it believes is or may be an Interested Stockholder (or who holds of record shares of Capital Stock that are Beneficially Owned by any person that the Board of Directors believes is or may be an Interested Stockholder) supply the Corporation with complete information as to: (a) the record holders of all shares of Capital Stock that are Beneficially Owned by such person; (b) the number of shares of each class or series of Capital Stock that are Beneficially Owned by such person and held of record by each such record holder and the numbers of the stock certificates evidencing such shares; and (c) any other matter relating to the applicability or effect of this Article NINTH as the Board of Directors may reasonably request. Each such person shall furnish such information within 10 days after the receipt of such demand.

           F. Nothing contained in this Article NINTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law or to be in derogation of any action, past or future, which has been or may be taken by the Board of Directors or the stock holders with respect to the subject matter contained herein.

          G. For the purposes of this Article NINTH, a Business Combination is presumed to have been proposed by, or on behalf of, an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder or a person who thereafter would become such if such Interested Stockholder, Affiliate, Associate or person votes for or consents to the adoption of any such Business Combination, unless as to such Interested Stockholder, Affiliate, Associate or person a majority of the Board of Directors makes a determination that such Business Combination is not proposed by or on behalf of such Interested Stockholder, Affiliate, Associate or person.

          TENTH: Each of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding stock of the Corporation then entitled to vote for the election of such director.

          ELEVENTH: The Board of Directors, when evaluating any (a) tender offer or invitation for tenders, or proposal to make a tender offer or request or invitation for tenders, by another party, for any equity security of

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the Corporation or (b) proposal or offer by another party to (i) merge or consolidate the Corporation or any Subsidiary with another corporation, (ii) purchase or otherwise acquire all or a substantial portion of the properties or assets of the Corporation or any Subsidiary, or sell or otherwise dispose of to the Corporation or any Subsidiary all or a substantial portion of the properties or assets of such other party or (iii) liquidate, dissolve, reclassify the securities of, declare an extraordinary dividend of, recapitalize or reorganize the Corporation, shall take into account all factors which the Board of Directors deems relevant, including, without limitation, to the extent so deemed relevant, the potential impact on employees, customers, suppliers, partners, joint venturors and other constituents of the Corporation and the communities in which the Corporation operates.

          TWELFTH: In order to enable the Corporation and any Subsidiary to secure and maintain in good standing all licenses and other regulatory approvals necessary for the lawful operation of gaming and related businesses now or hereafter engaged in by the Corporation or any Subsidiary within or without the United States (the “Gaming Licenses”) from the Gaming Authorities (as hereinafter defined) empowered to issue or grant Gaming Licenses and in order to insure that the business of the Corporation and its Subsidiaries will be carried on in compliance with the laws, rules, regulations and policies of the Gaming Authorities and in a manner consonant with the responsibilities of the Corporation and its Subsidiaries to the public as an organization engaged in gaming and related businesses, the following provisions are made:

          A. While any Gaming License is outstanding, except as otherwise approved by the Board of Directors, no stockholder who (1) Beneficially Owns five percent (5%) or more of the outstanding Capital Stock and who has neither been qualified by nor obtained a waiver of qualification from each of the Gaming Authorities requiring qualification with respect to each Gaming License (an “Unqualified Stockholder”) or (2) has been found to be disqualified or unsuitable with respect to any Gaming License, which finding has not been reversed, vacated or superseded in any subsequent proceeding prior to the Redemption Date (as hereinafter defined) (a “Disqualified Stockholder”), shall be entitled to vote, directly or indirectly, any shares of Capital Stock Beneficially Owned by such stockholder on any matter, and no shares of Capital Stock Beneficially Owned by an Unqualified Stockholder or a Disqualified Stockholder shall be considered as outstanding stock entitled to vote for any purpose.

          B. The Corporation shall have the right, at its option, to call for redemption all or any part of the

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Capital Stock Beneficially Owned by a Disqualified Stockholder for the Redemption Price (as hereinafter defined) at any time after the date the stockholder became a Disqualified Stockholder. The Redemption Price may be paid in cash, property or rights, including any Securities (as hereinafter defined) of the Corporation, as the Board of Directors may by resolution determine (the “Redemption Consideration”).

          C. All Publicly-traded Securities (as herein after defined) of the Corporation and any Subsidiary shall be held subject to the condition that if a holder (a “Disqualified Holder”) thereof is found to be disqualified or unsuitable with respect to any Gaming License, which finding has not been reversed, vacated or superseded in any subsequent proceeding prior to the date of a Written Notice (as hereinafter defined), such Disqualified Holder shall dispose of his interest in the Corporation within 10 days after the Corporation mails by first class mail to the name and address of the person or persons known to the Corporation to hold of record such Publicly-traded Securities, as the same shall appear on the books of the Corporation as of the date the notice is mailed, written notice to such effect (a “Written Notice”). Notwithstanding any other provision of this Article TWELFTH, if any Disqualified Holder fails to dispose of his Publicly-traded Securities within 10 days after the mailing of the Written Notice, such Disqualified Holder shall indemnify the Corporation and its Subsidiaries for any and all direct or indirect costs, including attorney’s fees, incurred by the Corporation and its Subsidiaries as a result of such Disqualified Holder’s continuing ownership or failure to divest of such Publicly-traded Securities.

           D. Any right arising pursuant to the provisions of Section B of this Article TWELFTH shall be exercised as follows:

          1. If the Corporation shall determine to redeem Capital Stock pursuant to Section B of this Article TWELFTH, at least 10 days in advance of the date designated for such redemption, the Corporation shall mail by first class mail to the name and address of the person or persons known to the Corporation to hold of record such shares of Capital Stock, as the same shall appear on the books of the Corporation as of the date the notice is mailed, a written notice advising of the exercise of the right and stating the total number of shares to be redeemed from the holder (the “Redemption Notice”). After the Redemption Price and the Redemption Consideration for the shares to be redeemed have been determined, the Corporation shall mail as aforesaid a

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second notice (the “Price Notice”) to such holder or holders setting forth the Redemption Price and the Redemption Consideration and the date and time of the redemption (the “Redemption Date”). The Price Notice shall be mailed not less than 10 days in advance of the Redemption Date. If the Redemption Price and Redemption Consideration for the shares have been determined prior to the time the Redemption Notice is mailed, the Corporation, at its option, may include in the Redemption Notice the information required to be provided in the Price Notice and in that case no Price Notice need be sent. The redemption shall be made at the principal place of business of the Corporation or such other place as may be specified by the Board of Directors.

          2. The record holder or holders of shares to be redeemed shall deliver or cause to be delivered the certificate or certificates representing those shares, properly endorsed for transfer, to the Corporation on the Redemption Date and shall receive therefor the Redemption Consideration. If, on the Redemption Date, a holder shall fail to deliver the certificate or certificates for all or any part of the shares to be redeemed from him properly endorsed for transfer, the Redemption Consideration to be delivered by the Corporation with respect to such shares shall be set aside by the Corporation, separate and apart for the benefit of the holder, to be delivered to the holder without payment of any interest thereon upon surrender of the certificate or certificates for the shares to be delivered by him properly endorsed for transfer.

           E. After the Redemption Notice and Price Notice have been given and the Redemption Consideration is set aside in accordance with Section D of this Article TWELFTH, and notwithstanding that any certificate for shares of Capital Stock called for redemption has not been surrendered to the Corporation, the shares thereto fore evidenced thereby shall no longer be deemed out standing, the right to receive dividends thereon shall cease to accrue from and after the Redemption Date and all rights of the person holding certificates theretofore evidencing shares of Capital Stock shall cease and terminate, excepting only the right to receive the Redemption Consideration, without interest, in payment therefor, and the person holding the certificates shall thereafter be restricted exclusively to the Redemption Consideration for any and all claims of whatever nature in respect of the redeemed shares.

          F. The following definitions shall apply with respect to this Article TWELFTH.

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          1. The term “Gaming Authorities” includes all federal, state or local government authorities which issue or grant any license or approval necessary or appropriate for the lawful operation of gaming and related businesses now or hereafter engaged in by the Corporation or its Subsidiaries. With respect to casino-hotels operated in Atlantic City, New Jersey the term “Gaming Authorities” shall include without limitation, the New Jersey Casino Control Commission or its successor and with respect to casino-hotels operated in the state of Nevada, the term “Gaming Authorities” shall include, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board and, with respect to casino-hotels operated in Clark County, Nevada, the Clark County Liquor and Gaming Licensing Board or their respective successors.

          2. The term “Publicly-traded Securities” means any Security which is listed or admitted to trading on any national securities exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation System.

          3. The “Redemption Price” for a share of Capital Stock means the average closing sale price during the 20-day period immediately preceding the date of the Redemption Notice of a share of such Capital Stock on the Composite Tape for New York Stock Exchange Listed Stocks, or if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or if such stock is not listed on any such exchange, the average last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market with respect to a share of such Capital Stock during the 20-day period preceding the date of the Redemption Notice as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or any similar system then in use, or if no such quotations are available, the fair market value on the date of the call for redemption of a share of such stock as determined by the Board of Directors.

          4. The term “Securities” means any instrument evidencing a direct or indirect beneficial ownership or creditor interest in a corporation, including but not limited to, stock, common and preferred; bonds; mortgages; debentures; security agreements; notes; warrants; options and rights.

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           5. The terms “Affiliate,” “Associate,” “Beneficially Own,” “Capital Stock,” “person” and “Subsidiary” shall have the meanings set forth in Article NINTH.

          G. The Board of Directors shall have the power to determine for the purposes of this Article TWELFTH on the basis of information known to them after reasonable inquiry, all questions arising under this Article TWELFTH including, without limitation, (1) whether a person is a Disqualified Holder, an Unqualified Stockholder or a Disqualified Stockholder, (2) whether a Disqualified Holder has disposed of his Securities pursuant to Section C of this Article TWELFTH, (3) the number of shares of Capital Stock or other Securities Beneficially Owned by any person and (4) whether a person is an Affiliate or Associate of another. Any such determination shall be binding and conclusive on all parties.

          H. The Corporation shall cause to be placed in every indenture or other operative instrument of Publicly-traded Securities (other than Capital Stock) of the Corporation entered into from the date of the filing of this Certificate of Incorporation a provision requiring that any holder of such indebtedness who is found to be a Disqualified Holder shall have his interest redeemed or shall dispose of his interest in the Corporation in the manner set forth in the indenture or other operative document.

          I. Nothing contained in this Article TWELFTH shall be construed (1) to relieve any Unqualified Stockholder, Disqualified Stockholder or Disqualified Holder from any fiduciary obligation imposed by law, (2) to prohibit or affect any contractual arrangements which the Corporation may make from time to time with any holder of Securities to purchase all or any part of shares of Capital Stock or other Securities held by them, or (3) to be in derogation of any action, past or future, which has been or may be taken by the Board of Directors or any holder of Securities with respect to the subject matter of this Article TWELFTH.

          J. The Corporation will be entitled to injunctive relief in any court of competent jurisdiction to enforce the provisions of this Article TWELFTH and each holder of the Publicly-traded Securities of the Corporation will be deemed to have acknowledged by acquiring or retaining Securities of the Corporation that failure to comply with this Article TWELFTH will expose the Corporation to irreparable injury for which there is no adequate remedy at law and that the Corporation is entitled to injunctive relief to enforce the provisions of this Article TWELFTH.

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          THIRTEENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

          FOURTEENTH: Whenever a compromise or arrangement is proposed between this Corporation and the creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the GCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

          FIFTEENTH. (a) Notwithstanding any other provision of this Certificate of Incorporation or the By-Laws of the Corporation, any agreement with any national securities exchange or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock (as defined in Section D, Paragraph 5 of Article NINTH hereof) required by any other provision of this Certificate of Incorporation, any agreement with any national securities exchange or any provision of law, the affirmative vote of the holders of record of shares of Voting stock representing at least eighty percent (80%) of the votes entitled to be cast by the holders of all of the then outstanding shares of Voting Stock, voting together as a single class, excluding Voting Stock Beneficially Owned (as defined in Section D, Paragraph 3 of Article NINTH

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hereof) by an Interested Stockholder (as defined in Section D, Paragraph 6 of Article NINTH hereof) shall be required to alter, amend or repeal Article FIFTH, Article SIXTH, Article SEVENTH, Article NINTH, Article TENTH, Article ELEVENTH, Article TWELFTH, or this Article FIFTEENTH or to adopt any provision inconsistent therewith; provided, however, that this paragraph (a) shall not apply to, and such eighty percent (80%) vote shall not be required for, any alteration, amendment, repeal or adoption recommended by more than fifty percent (50%) of the entire Board of Directors.

          (b) The Corporation reserves the right to alter, amend or repeal any provision contained in this Certificate of Incorporation, or any amendment thereof, in the manner now or hereafter prescribed by the laws of the State of Delaware and this Certificate of Incorporation, and all rights conferred upon the stockholders herein are granted subject to this reservation.

           SIXTEENTH: If any provision of this Certificate of Incorporation is determined to be invalid, void, illegal or unenforceable, the remaining provisions of this Certificate of Incorporation shall continue to be valid and enforceable and shall in no way be affected, impaired or invalidated.

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          IN WITNESS WHEREOF, RAMADA GAMING COMPANY III has caused this Restated Certificate of Incorporation to be executed in its corporate name this 30^th day of June, 1989.

By:	/s/ Robert M. Haddock
Name:	Robert M. Haddock
Title:	Executive Vice President

Attest:	/s/ John G. Drumm
Name:	John G. Drumm
Title:	Secretary

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EX-3.27

EXHIBIT 3.27

RESTATED
CERTIFICATE OF INCORPORATION
OF
AZTAR CORPORATION

Pursuant to Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware

     AZTAR CORPORATION, a corporation organized on June 26, 1989 under the name Ramada Gaming Company III, hereby amends and restates its Certificate of Incorporation, pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, to read in its entirety as follows:

     FIRST: The name of the Corporation is Aztar Corporation (hereinafter the “Corporation”).

     SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

     FOURTH: A. The total number of shares of all classes which the Corporation shall have authority to issue is 85,000,000 shares, of which 80,000,000 shares, par value $0.01 per share, shall be of a class designated “Common Stock”, and 5,000,000 shares, par value $0.01 per share, shall be of a class designated “Preferred Stock”.

     B.1. The Board of Directors of the Corporation (the “Board of Directors”) is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock, and, by filing a certificate pursuant to the GCL, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

     (a) the distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors;

     (b) the dividend rate or rates on the shares of such series and the preferences, if any, over any other series (or of any other series over such series) with respect to dividends, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether and upon what conditions such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate;

     (c) the voting powers, full or limited, if any, of shares of such series, and under what conditions, if any, the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a class for the election of one or more directors of the Corporation in case of dividend arrearages or other specified events or upon other matters;

     (d) whether the shares of such series shall be redeemable, the limitations and restrictions with respect to such redemptions, the time or times when, the price or prices at which and the manner in which such shares shall be redeemable, including, but not limited to, the manner of selecting shares of such series for redemption if less than all shares are to be redeemed;

     (e) the rights to which the holders of shares of such series shall be entitled, and the preferences, if any, over any other series (or of any other series over such series), upon the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, which rights may vary depending on whether such liquidation, dissolution, distribution or winding up is voluntary or involuntary, and, if voluntary, may vary at different dates;

     (f) whether the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether and upon what conditions such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to which and the manner in which such fund shall be applied to

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the purchase or redemption of the shares of such series, including, but not limited to, the price or prices at which the shares may be purchased or redeemed, or to other corporate purposes and the terms and provisions relative to the operation thereof;

     (g) whether the shares of such series shall be convertible into or exchangeable for Shares of stock of any other class or classes, or of any other series of the same class, and, if so convertible or exchangeable, the price or prices or the rate or rates of conversion of exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange;

     (h) whether the issuance of additional shares of Preferred Stock shall be subject to restrictions as to issuance, or as to the powers, preferences or other rights of any other series;

     (i) the right of the shares of such series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation; and

     (j) any other preferences, privileges and powers, and relative participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of this Certificate of Incorporation, as the same may be amended from time to time.

     2. Shares of Preferred Stock which have been issued and reacquired in any manner by the Corporation (excluding, until the Corporation elects to retire them, shares which are held as treasury shares, but including shares redeemed, shares purchased and retired and shares which have been converted into shares of Common Stock) shall have the status of authorized but unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reissued as a part of another series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock.

     3. Except as otherwise provided by the resolution or resolutions providing for the issuance of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issuance of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.

     4. Except as otherwise provided by the resolution or resolutions providing for the issuance of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amounts to which they shall be entitled pursuant to the resolution or resolutions providing for the issuance of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders.

     5. The holders of Preferred Stock shall not have any preemptive rights except to the extent such rights shall be specifically provided for in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors.

     C. Except as otherwise specifically required by law or as specifically provided in any resolution of the Board of Directors providing for the issuance of any particular series of Preferred Stock, the exclusive voting power of the Corporation shall be vested in the Common Stock of the Corporation. Except as otherwise provided in this Certificate of Incorporation, each share of Common Stock shall entitle the holder thereof to one vote at all meetings of the stockholders of the Corporation.

     FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of not less than five nor more than thirteen directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III.

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Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. Initially, Class I directors shall be elected for a one-year term, Class II directors for a two-year term, and Class III directors for a three-year term. At each succeeding annual meeting of stockholders beginning in 1990, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected, subject, however, to prior death, resignation, retirement or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor or, if such director has no predecessor, as that of the class of directors to which such director has been elected.

     Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation or the resolution or resolutions adopted by the Board of Directors pursuant to Article FOURTH applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms.

     SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend, change or repeal the By-Laws of the Corporation. Stockholders may not make, adopt, alter, amend, change or repeal the By-Laws of the Corporation except upon the affirmative vote of not less than eighty percent (80%) of the outstanding stock of the Corporation entitled to vote thereon, provided that the power of the stockholders to make, adopt, alter, amend, change or repeal the By-Laws of the Corporation is further subject to the provisions of Article NINTH of this Certificate of Incorporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders or otherwise shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

     SEVENTH: Notwithstanding any other provision of this Certificate of Incorporation or the By-Laws of the Corporation to the contrary, no action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken by written consent without such a meeting except any action taken upon the signing of a consent in writing by all stockholders of the Corporation entitled to vote thereon setting forth the action to be taken. Subject to the rights of the holders of any class or series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board or the President of the Corporation and not by any other person or persons.

     EIGHTH: A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except that this Section A of Article EIGHTH shall not eliminate or limit a director’s liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any transaction from which such director derived an improper personal benefit. If the GCL is amended after the date this Certificate of Incorporation became effective under the GCL to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended from time to time.

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     Any repeal or modification of this Section A of Article EIGHTH shall not increase the personal liability of any director of this Corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     The provisions of this Section A of Article EIGHTH shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of this Section A of Article EIGHTH.

     B. The Corporation shall indemnify to the full extent authorized or permitted by law (as now or hereafter in effect) any person made, or threatened to be made a party or witness to any action, suit or proceeding (whether civil or criminal or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or an officer of the Corporation or by reason of the fact that such person, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No amendment to or repeal of this Section B of Article EIGHTH shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.

     C. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the GCL. The Corporation may also create a trust fund, grant a security interest and/or use other means (including, but not limited to, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing, to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

     NINTH: A. The Corporation expressly elects not to be governed by Section 203 of the GCL.

     B. In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section C of this Article NINTH, a Business Combination (as hereinafter defined) with, or proposed by or on behalf of, any Interested Stockholder (as hereinafter defined) or any Affiliate or Associate (as hereinafter defined) of any Interested Stockholder or any person who thereafter would be an Affiliate or Associate of such Interested Stockholder shall require the affirmative vote of not less than sixty-six and two-thirds percent (66-2/3%) of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock (as hereinafter defined), voting together as a single class, excluding Voting Stock Beneficially Owned by such Interested Stockholder. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

     C. The provisions of Section B of this Article NINTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation, or any agreement with any national securities exchange, if the Business Combination shall have been approved, either specifically or as a transaction which is within an approved category of transactions, by a majority of the Board of Directors prior to the Acquisition Date (as hereinafter defined).

     D. The following definitions shall apply with respect to this Article NINTH and, when noted, to Article TWELFTH:

     1. The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act of 1934 (the “Exchange Act”) as in effect on the date this Certificate of Incorporation became effective under the GCL (the term “registrant” in said Rule 12b-2 meaning in this case the Corporation).

     2. The term “Acquisition Date” shall mean the date on which any person becomes the Beneficial Owner of Voting Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all the then outstanding shares of Voting Stock.

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     3. A person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own”, shares of Capital Stock:

     (a) which such person or any of such person’s Affiliates or Associates, directly or indirectly, has the sole or shared right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act or pursuant to any successor provision), including, but not limited to, pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, that a person shall not be deemed the “Beneficial Owner” of, or to “Beneficially Own”, any security under this subparagraph (a) as a result of an agreement, arrangement or understanding to vote such security that both (y) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the rules and regulations promulgated under the Exchange Act and (z) is not reportable by such person on Schedule 13D promulgated under the Exchange Act (or any comparable or successor report) without giving effect to any applicable waiting period; or

     (b) which are Beneficially Owned, directly or indirectly, by any other person (or any Affiliate or Associate thereof) with which such person (or any of such person’s Affiliates or Associates) has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to subparagraph (a) above) or disposing of any Capital Stock;

provided, that (i) no director or officer of the Corporation (nor any Affiliate or Associate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed the “Beneficial Owner” of or to “Beneficially Own” any shares of Capital Stock that are Beneficially Owned by any other such director or officer, and (ii) no person shall be deemed the “Beneficial Owner” of or to “Beneficially Own” any shares of Voting Stock held in any voting trust, any employee stock ownership plan or any similar plan or trust if such person does not possess the right to vote, to direct the voting of or to be consulted with respect to the voting of such shares.

     4. The term “Business Combination” shall mean:

     (a) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Stockholder or (ii) any other company (whether or not itself an Interested Stockholder) which is or after such merger or consolidation would be an Affiliate or Associate of an Interested Stockholder; or

     (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving the Corporation or any Subsidiary and any assets, securities or commitments of the Corporation, any Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder which (except for any arrangement, whether as employee, consultant or otherwise, other than as a director, pursuant to which any Interested Stockholder or any Affiliate or Associate thereof shall, directly or indirectly, have any control over or responsibility for the management of any aspect of the business or affairs of the Corporation, with respect to which arrangements the value tests set forth below shall not apply), together with all other such arrangements (including all contemplated future events), has an aggregate Fair Market Value and/or involves aggregate commitments of $5,000,000 or more or constitutes more than five percent (5%) of the book value of the total assets (in the case of transactions involving assets or commitments other than Capital Stock) or five percent (5%) of the stockholders’ equity (in the case of transactions in Capital Stock) of the entity in question (a “Substantial Part”), as reflected in the most recent fiscal year-end consolidated balance sheet of such entity existing at the time the stockholders of the Corporation would be required to approve or authorize the Business Combination involving the assets, securities and/or commitments constituting any Substantial Part; or

     (c) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation or for any amendment to the Corporation’s By-Laws; or

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     (d) any reclassification of securities of the Corporation (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of any Subsidiary, that is Beneficially Owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

     (e) any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d).

     5. The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, and, with respect to any particular Business Combination, the term “Voting Stock” shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally or which by its terms may be voted on such Business Combination.

     6. The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, and other than Ramada Inc., a Delaware corporation, for so long as Ramada Inc. remains the record owner of all of the outstanding shares of the Common Stock) who (a) is or has announced or publicly disclosed a plan or intention to become the Beneficial Owner of Common Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Common Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the Beneficial Owner of Common Stock representing ten percent (10%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Common Stock.

     7. The term “person” shall mean any individual, firm, corporation, partnership or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.

     8. The term “Subsidiary” means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 6 of this Section D, the term “Subsidiary” shall mean only a company of which a majority of each class of equity securities is Beneficially Owned by the Corporation.

     E.1. A majority of the Board of Directors shall have the power to determine for the purposes of this Article NINTH, all questions arising under this Article NINTH, including, without limitation, (a) whether a person is an Interested Stockholder, (b) the number of shares of Capital Stock or other securities Beneficially Owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether a Business Combination is with, or proposed by, or on behalf of an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder, (e) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $5,000,000 or more or constitutes more than five percent (5%) of the book value of the total assets or five percent (5%) of the stockholders’ equity of the entity in question, (f) whether the assets or securities that are the subject of any Business Combination constitute a Substantial Part, (g) the date on which an Interested Stockholder became an Interested Stockholder, (h) the date on which an Acquisition Date occurred and (i) any other matter relating to the applicability or effect of this Article TENTH. Any such determination shall be binding and conclusive on all parties.

     2. The Board of Directors shall have the right to demand that any person who it believes is or may be an Interested Stockholder (or who holds of record shares of Capital Stock that are Beneficially Owned by any person that the Board of Directors believes is or may be an Interested Stockholder) supply the Corporation with complete information as to: (a) the record holders of all shares of Capital Stock that are Beneficially Owned by such person; (b) the number of shares of each class or series of Capital Stock that are Beneficially Owned by such person and

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held of record by each such record holder and the numbers of the stock certificates evidencing such shares; and (c) any other matter relating to the applicability or effect of this Article NINTH as the Board of Directors may reasonably request. Each such person shall furnish such information within 10 days after the receipt of such demand.

     F. Nothing contained in this Article NINTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law or to be in derogation of any action, past or future, which has been or may be taken by the Board of Directors or the stockholders with respect to the subject matter contained herein.

     G. For the purposes of this Article NINTH, a Business Combination is presumed to have been proposed by, or on behalf of, an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder or a person who thereafter would become such if such Interested Stockholder, Affiliate, Associate or person votes for or consents to the adoption of any such Business Combination, unless as to such Interested Stockholder, Affiliate, Associate or person a majority of the Board of Directors makes a determination that such Business Combination is not proposed by or on behalf of such Interested Stockholder, Affiliate, Associate or person.

     TENTH: Each of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding stock of the Corporation then entitled to vote for the election of such director.

     ELEVENTH: The Board of Directors, when evaluating any (a) tender offer or invitation for tenders, or proposal to make a tender offer or request or invitation for tenders, by another party, for any equity security of the Corporation or (b) proposal or offer by another party to (i) merge or consolidate the Corporation or any Subsidiary with another corporation, (ii) purchase or otherwise acquire all or a substantial portion of the properties or assets of the Corporation or any Subsidiary, or sell or otherwise dispose of to the Corporation or any Subsidiary all or a substantial portion of the properties or assets of such other party or (iii) liquidate, dissolve, reclassify the securities of, declare an extraordinary dividend of, recapitalize or reorganize the Corporation, shall take into account all factors which the Board of Directors deems relevant, including, without limitation, to the extent so deemed relevant, the potential impact on employees, customers, suppliers, partners, joint venturors and other constituents of the Corporation and the communities in which the Corporation operates.

     TWELFTH: In order to enable the Corporation and any Subsidiary to secure and maintain in good standing all licenses and other regulatory approvals necessary for the lawful operation of gaming and related businesses now or hereafter engaged in by the Corporation or any Subsidiary within or without the United States (the “Gaming Licenses”) from the Gaming Authorities (as hereinafter defined) empowered to issue or grant Gaming Licenses and in order to insure that the business of the Corporation and its Subsidiaries will be carried on in compliance with the laws, rules, regulations and policies of the Gaming Authorities and in a manner consonant with the responsibilities of the Corporation and its Subsidiaries to the public as an organization engaged in gaming and related businesses, the following provisions are made:

     A. While any Gaming License is outstanding, except as otherwise approved by the Board of Directors, no stockholder who (1) Beneficially Owns five percent (5%) or more of the outstanding Capital Stock and who has neither been qualified by nor obtained a waiver of qualification from each of the Gaming Authorities requiring qualification with respect to each Gaming License (an “Unqualified Stockholder”) or (2) has been found to be disqualified or unsuitable with respect to any Gaming License, which finding has not been reversed, vacated or superseded in any subsequent proceeding prior to the Redemption Date (as hereinafter defined) (a “Disqualified Stockholder”), shall be entitled to vote, directly or indirectly, any shares of Capital Stock Beneficially Owned by such stockholder on any matter, and no shares of Capital Stock Beneficially Owned by an Unqualified Stockholder or a Disqualified Stockholder shall be considered as outstanding stock entitled to vote for any purpose.

     B. The Corporation shall have the right, at its option, to call for redemption all or any part of the Capital Stock Beneficially Owned by a Disqualified Stockholder for the Redemption Price (as hereinafter defined) at any time after the date the stockholder became a Disqualified Stockholder. The Redemption Price may be paid in cash, property or rights, including any Securities (as hereinafter defined) of the Corporation, as the Board of Directors may by resolution determine (the “Redemption Consideration”).

     C. All Publicly-traded Securities (as hereinafter defined) of the Corporation and any Subsidiary shall be held subject to the condition that if a holder (a “Disqualified Holder”) thereof is found to be disqualified or unsuitable with respect to any Gaming License, which finding has not been reversed, vacated or superseded in any

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subsequent proceeding prior to the date of a Written Notice (as hereinafter defined), such Disqualified Holder shall dispose of his interest in the Corporation within 10 days after the Corporation mails by first class mail to the name and address of the person or persons known to the Corporation to hold of record such Publicly-traded Securities, as the same shall appear on the books of the Corporation as of the date the notice is mailed, written notice to such effect (a “Written Notice”). Notwithstanding any other provision of this Article TWELFTH, if any Disqualified Holder fails to dispose of his Publicly-traded Securities within 10 days after the mailing of the Written Notice, such Disqualified Holder shall indemnify the Corporation and its Subsidiaries for any and all direct or indirect costs, including attorney’s fees, incurred by the Corporation and its Subsidiaries as a result of such Disqualified Holder’s continuing ownership or failure to divest of such Publicly-traded Securities.

     D. Any right arising pursuant to the provisions of Section B of this Article TWELFTH shall be exercised as follows:

     1. If the Corporation shall determine to redeem Capital Stock pursuant to Section B of this Article TWELFTH, at least 10 days in advance of the date designated for such redemption, the Corporation shall mail by first class mail to the name and address of the person or persons known to the Corporation to hold of record such shares of Capital Stock, as the same shall appear on the books of the Corporation as of the date the notice is mailed, a written notice advising of the exercise of the right and stating the total number of shares to be redeemed from the holder (the “Redemption Notice”). After the Redemption Price and the Redemption Consideration for the shares to be redeemed have been determined, the Corporation shall mail as aforesaid a second notice (the “Price Notice”) to such holder or holders setting forth the Redemption Price and the Redemption Consideration and the date and time of the redemption (the “Redemption Date”). The Price Notice shall be mailed not less than 10 days in advance of the Redemption Date. If the Redemption Price and Redemption Consideration for the shares have been determined prior to the time the Redemption Notice is mailed, the Corporation, at its option, may include in the Redemption Notice the information required to be provided in the Price Notice and in that case no Price Notice need be sent. The redemption shall be made at the principal place of business of the Corporation or such other place as may be specified by the Board of Directors.

     2. The record holder or holders of shares to be redeemed shall deliver or cause to be delivered the certificate or certificates representing those shares, properly endorsed for transfer, to the Corporation on the Redemption Date and shall receive therefor the Redemption Consideration. If, on the Redemption Date, a holder shall fail to deliver the certificate or certificates for all or any part of the shares to be redeemed from him properly endorsed for transfer, the Redemption Consideration to be delivered by the Corporation with respect to such shares shall be set aside by the Corporation, separate and apart for the benefit of the holder, to be delivered to the holder without payment of any interest thereon upon surrender of the certificate or certificates for the shares to be delivered by him properly endorsed for transfer.

     E. After the Redemption Notice and Price Notice have been given and the Redemption Consideration is set aside in accordance with Section D of this Article TWELFTH, and notwithstanding that any certificate for shares of Capital Stock called for redemption has not been surrendered to the Corporation, the shares theretofore evidenced thereby shall no longer be deemed outstanding, the right to receive dividends thereon shall cease to accrue from and after the Redemption Date and all rights of the person holding certificates theretofore evidencing shares of Capital Stock shall cease and terminate, excepting only the right to receive the Redemption Consideration, without interest, in payment therefor, and the person holding the certificates shall thereafter be restricted exclusively to the Redemption Consideration for any and all claims of whatever nature in respect of the redeemed shares.

     F. The following definitions shall apply with respect to this Article TWELFTH.

     1. The term “Gaming Authorities” includes all federal, state or local government authorities which issue or grant any license or approval necessary or appropriate for the lawful operation of gaming and related businesses now or hereafter engaged in by the Corporation or its Subsidiaries. With respect to casino-hotels operated in Atlantic City, New Jersey the term “Gaming Authorities” shall include without limitation, the New Jersey Casino Control Commission or its successor and with respect to casino-hotels

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operated in the state of Nevada, the term “Gaming Authorities” shall include, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board and, with respect to casino-hotels operated in Clark County, Nevada, the Clark County Liquor and Gaming Licensing Board or their respective successors.

     2. The term “Publicly-traded Securities” means any Security which is listed or admittted to trading on any national securities exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation System.

     3. The “Redemption Price” for a share of Capital Stock means the average closing sale price during the 20-day period immediately preceding the date of the Redemption Notice of a share of such Capital Stock on the Composite Tape for New York Stock Exchange Listed Stocks, or if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or if such stock is not listed on any such exchange, the average last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market with respect to a share of such Capital Stock during the 20-day period preceding the date of the Redemption Notice as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or any similar system then in use, or if no such quotations are available, the fair market value on the date of the call for redemption of a share of such stock as determined by the Board of Directors.

     4. The term “Securities” means any instrument evidencing a direct or indirect beneficial ownership or creditor interest in a corporation, including but not limited to, stock, common and preferred; bonds; mortgages; debentures; security agreements; notes; warrants; options and rights.

     5. The terms “Affiliate,” “Associate,” “Beneficially Own,” “Capital Stock,” “person” and “Subsidiary” shall have the meanings set forth in Article NINTH.

     G. The Board of Directors shall have the power to determine for the purposes of this Article TWELFTH on the basis of information known to them after reasonable inquiry, all questions arising under this Article TWELFTH including, without limitation, (1) whether a person is a Disqualified Holder, an Unqualified Stockholder or a Disqualified Stockholder, (2) whether a Disqualified Holder has disposed of his Securities pursuant to Section C of this Article TWELFTH, (3) the number of shares of Capital Stock or other Securities Beneficially Owned by any person and (4) whether a person is an Affiliate or Associate of another. Any such determination shall be binding and conclusive on all parties.

     H. The Corporation shall cause to be placed in every indenture or other operative instrument of Publicly-traded Securities (other than Capital Stock) of the Corporation entered into from the date of the filing of this Certificate of Incorporation a provision requiring that any holder of such indebtedness who is found to be a Disqualified Holder shall have his interest redeemed or shall dispose of his interest in the Corporation in the manner set forth in the indenture or other operative document.

     I. Nothing contained in this Article TWELFTH shall be construed (1) to relieve any Unqualified Stockholder, Disqualified Stockholder or Disqualified Holder from any fiduciary obligation imposed by law, (2) to prohibit or affect any contractual arrangements which the Corporation may make from time to time with any holder of Securities to purchase all or any part of shares of Capital Stock or other Securities held by them, or (3) to be in derogation of any action, past or future, which has been or may be taken by the Board of Directors or any holder of Securities with respect to the subject matter of this Article TWELFTH.

     J. The Corporation will be entitled to injunctive relief in any court of competent jurisdiction to enforce the provisions of this Article TWELFTH and each holder of the Publicly-traded Securities of the Corporation will be deemed to have acknowledged by acquiring or retaining Securities of the Corporation that failure to comply with this Article TWELFTH will expose the Corporation to irreparable injury for which there is no adequate remedy at law and that the Corporation is entitled to injunctive relief to enforce the provisions of this Article TWELFTH.

     THIRTEENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

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     FOURTEENTH: Whenever a compromise or arrangement is proposed between this Corporation and the creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the GCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     FIFTEENTH. (a) Notwithstanding any other provision of this Certificate of Incorporation or the By-Laws of the Corporation, any agreement with any national securities exchange or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock (as defined in Section D, Paragraph 5 of Article NINTH hereof) required by any other provision of this Certificate of Incorporation, any agreement with any national securities exchange or any provision of law, the affirmative vote of the holders of record of shares of Voting Stock representing at least eighty percent (80%) of the votes entitled to be cast by the holders of all of the then outstanding shares of Voting Stock, voting together as a single class, excluding Voting Stock Beneficially Owned (as defined in Section D, paragraph 3 of Article NINTH hereof) by an Interested Stockholder (as defined in Section D, Paragraph 6 of Article NINTH hereof) shall be required to alter, amend or repeal Article FIFTH, Article SIXTH, Article SEVENTH, Article NINTH, Article TENTH, Article ELEVENTH, Article TWELFTH, or this Article FIFTEENTH or to adopt any provision inconsistent therewith; provided, however, that this paragraph (a) shall not apply to, and such eighty percent (80%) vote shall not be required for, any alteration, amendment, repeal or adoption recommended by more than fifty percent (50%) of the entire Board of Directors.

     (b) The Corporation reserves the right to alter, amend or repeal any provision contained in this Certificate of Incorporation, or any amendment thereof, in the manner now or hereafter prescribed by the laws of the State of Delaware and this Certificate of Incorporation, and all rights conferred upon the stockholders herein are granted subject to this reservation.

     SIXTEENTH: If any provision of this Certificate of Incorporation is determined to be invalid, void, illegal or unenforceable, the remaining provisions of this Certificate of Incorporation shall continue to be valid and enforceable and shall in no way be affected, impaired or invalidated.

     IN WITNESS WHEREOF, AZTAR CORPORATION has caused this Amended and Restated Certificate of Incorporation to be executed in its corporate name this 12^th day of September 1989.

By:	/s/ Robert M. Haddock
	Robert M. Haddock
	Executive Vice President

Attest:	/s/ John G. Drumm
	John G. Drumm
	Secretary

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EX-3.28

EXHIBIT 3.28

SECOND AMENDED

AND RESTATED

BY-LAWS

OF

AZTAR CORPORATION

(hereinafter called the “Corporation”)

As adopted February 25, 1998

ARTICLE I

OFFICES

          Section 1. Registered Office. The registered office of the Corporation shall be located in Wilmington, New Castle County, Delaware.

          Section 2. Other Offices. The Corporation may also have offices and places of business at such other places, both within and without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or its business may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in duly executed waivers of notice thereof.

          Section 2. Annual Meetings. The Annual Meetings of Stockholders for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

          Section 3. Special Meetings. Unless otherwise required by law or by the Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board of Directors (the “Chairman”), or (ii) the President, and shall be called by either the Chairman or the President at the request in writing of a majority of the Board of Directors.

          Section 4. Notice of Meetings. Except as otherwise provided by law, written or printed notice of each meeting of the stockholders, whether annual or

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special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting or, in the event that the stockholders are to vote upon any proposal to merge or consolidate the corporation or to sell, lease or exchange all or substantially all of its property and assets, not less than twenty (20) nor more than sixty (60) before the date of such meeting. Such notice shall be delivered either personally or by mail or at the direction of the Chairman, the President or the Secretary. Each notice of meeting shall state the place, date and hour of the meeting.

          Section 5. Nature of Business. At any meeting, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors or by any stockholder who complies with the procedures set forth in this Section 5.

          No business may be transacted at any meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before such meeting of stockholders by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) in the case of an Annual Meeting of Stockholders, otherwise properly brought before such meeting by any stockholder (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 5

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and on the record date for the determination of stockholders entitled to vote at such Annual Meeting of Stockholders and (ii) who complies with the notice procedures set forth in this Section 5.

          In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting of Stockholders by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary.

          To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however,that in the event that the Annual Meeting of Stockholders is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Annual Meeting of Stockholders was mailed or public disclosure of the date of the Annual Meeting of Stockholders was made, whichever first occurs.

          To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the Annual Meeting of Stockholders (i) a brief description of the business desired to be brought

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before the Annual Meeting of Stockholders and the reasons for conducting such business at the Annual Meeting of Stockholders, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, (v) any other information which would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitations of proxies for the proposal pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder if such stockholder were engaged in such a solicitation, and (vi) a representation that such stockholder intends to appear in person or by proxy at the Annual Meeting of Stockholders to bring such business before the meeting.

          No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting of Stockholders in accordance with the procedures set forth in this Section 5; provided, however, that, once business has been properly brought before the Annual Meeting of Stockholders in

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accordance with such procedures, nothing in this Section 5 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an Annual Meeting of Stockholders determines that business was not properly brought before the Annual Meeting of Stockholders in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

          When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which case notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

          Section 6. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of record of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, that, at any meeting at which the holders of shares of any series or class of capital stock shall be entitled, voting as a class, to elect one or more directors, the holders of record of a

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majority of the issued and outstanding shares of such series or class of capital stock entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the purpose of such election. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

          Section 7. Organization. At each meeting of the stockholders, the Chairman, or, in his absence or refusal to act, any other person who shall have been designated by resolution adopted by the affirmative vote of a majority of the entire Board of Directors or by the Chairman, shall act as chairman of the meeting. Except as otherwise provided by law, the chairman of the meeting shall prescribe the agenda and the rules of order for the conduct of each meeting of stockholders and make all determinations relating to all questions arising thereat concerning the order of

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business and the conduct of the meeting, including, but not limited to, whether a particular item of business shall have been properly brought before the meeting.

          The Secretary or, in his absence or refusal to act, an Assistant Secretary, or, in the absence or refusal to act of the Secretary and all of the Assistant Secretaries, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.

          Section 8. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Except as otherwise required by law or the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

          Section 9. Inspectors. Prior to each meeting of stockholders, the Board of Directors shall appoint one or more Inspectors who are not directors or candidates for director who shall ascertain and report on the number of shares

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represented at the meeting, shall receive and determine the validity of proxies and the qualifications of voters and shall receive, inspect, count and report to the meeting the votes cast on all matters submitted to a vote at such meeting. In case of the failure of the Board of Directors to make such appointment or in case of the failure of any Inspector so appointed to act, the chairman of the meeting shall make such appointment or fill such vacancies.

          Each Inspector, immediately before entering upon his duties, shall subscribe to an oath or affirmation faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his ability. Each report of an Inspector shall be in writing and signed by him or by a majority of them if there be more than one Inspector acting at such meeting.

          Section 10. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the

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meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

          Section 11. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 10 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

          Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than five (5) nor more than thirteen (13) members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until a director of the same class succeeding such director is duly elected, subject, however, to prior death, resignation, retirement or removal. Any director may resign at any time upon notice to the Corporation. Such resignation shall take effect at the date of its receipt, or any

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later date specified therein, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make it effective. Except for any director who attained his 70th birthday on or before February 25, 1998, the mandatory retirement date for each director shall be the date of the Annual Meeting of Stockholders which follows such director’s 70th birthday. No person shall be eligible for nomination, election or re-election who at the time of such proposed election shall have attained his or her 70th birthday. Directors need not be stockholders.

          Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor or, if such director has no predecessor, that of the class of directors to which such director has been elected.

          Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not

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by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

          Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, the President, or any three (3) directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram, telex or cable on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

          Section 5. Organization. At every meeting of the Board of Directors, the Chairman, or, in his absence or refusal to act, the Vice Chairman (if any) or the President, or, if each such person is absent or refuses to act, a chairman chosen by a majority of the directors present, shall act as chairman of the meeting. The Secretary or, in his absence or refusal to act, an Assistant Secretary, or, in the absence or refusal to act of the Secretary and all of the Assistant Secretaries, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.

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          Section 6. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record an the date of the giving of the notice provided for in this Section 6 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 6.

          In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary.

          To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting of Stockholders, not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding

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Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting of Stockholders is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later then the close of business on the tenth (10th) day following the day on which notice of the date of the Annual Meeting of Stockholders was mailed or public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting of Stockholders was mailed or public disclosure of the date of the Special Meeting of Stockholders was made, whichever first occurs.

          To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be

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made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

          No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 6.

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If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

          Section 7. Quorum. Except as may be otherwise specifically required by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

          Section 8. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

          Section 9. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of

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the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

          Section 10. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.

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Each committee shall keep regular minutes and report to the Board of Directors when required.

          Section 11. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

          Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman (who must be a director), a Chief Executive Officer, a Controller, and one or more Vice Presidents. The Chairman may designate any Vice President to be an Executive Vice President, Senior Vice President or Group Vice President. The Chairman may, in his discretion, appoint one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, with such duties, not inconsistent with these By-Laws, as he may delegate. Any number of offices may be held by the same

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person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman, need such officers be directors of the Corporation.

          Section 2. Additional Officers. The Board may elect such other officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

          Section 3. Compensation. The salaries of all officers and agents of the Corporation shall be fixed by the Chairman. The salary of the Chairman shall be set by the Board of Directors.

          Section 4. Tenure. The officers of the Corporation shall hold office until the first Meeting of the Board of Directors following the Annual Meeting of Stockholders next following their respective election and until their successors are chosen or until their earlier resignation or removal; but any officer elected by the Board or appointed by the Chairman or the President may be removed with or without cause at any time by the Chief Executive Officer or by the affirmative vote of a majority of the Board of Directors. Where not prohibited by law, the Chairman or the President may terminate the employment of any employee of the Corporation and of any wholly-owned or controlled subsidiary or affiliate of the Corporation. Any vacancy occurring in any office of the Corporation shall be filled by the Board

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except that the Chairman or the President may, in his discretion, fill any vacancy with respect to the assistant officers mentioned in Section 1 of this Article IV.

          Section 5. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

          Section 6. Chairman of the Board. The Chairman, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman shall exercise all the

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powers and discharge all the duties of the President. The Chairman shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

          Section 7. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws, the Board of Directors or the Chairman.

          Section 8. Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman), the Vice President or the Vice Presidents if there is more than one (in the order

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designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors, the Chairman or the President from time to time may prescribe. If there be no Chairman and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the liability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

          Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman or the President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The

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Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

          Section 10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman, the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance

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of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          Section 11. The Controller. The Controller shall be the Chief Accounting Officer of the Corporation. He shall cause regular audits of books and records of the Corporation to be made. He shall perform such other duties and exercise such other powers as the Board of Directors, the Chairman or the President may from time to time prescribe. To such extent as the Board shall deem proper, the duties of the Controller may be performed by one or more assistants, to be appointed by the Board of Directors, the Chairman, the President or the Treasurer.

          Section 12. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chairman, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

          Section 13. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be

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assigned to them by the Board of Directors, the Chairman, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          Section 14. Assistant Controllers. The Assistant Controller, or if there shall be more than one, the Assistant Controllers, in the order designated by the Board of Directors, the Chairman or the President (or, if there be no such designation, then in the order of their appointment), shall, in the absence or disability of the Controller, perform the duties and exercise the powers of the Controller and shall perform such other duties and have such other powers as the Chairman or the President may from time to time prescribe.

ARTICLE V

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STOCK

          Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

          Section 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof,

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require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

          Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

          Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any

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adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

          Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

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          Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

          Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

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          Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

          Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

          Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

          Section 1. Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he, his testator, or intestate, is or was a director or an officer of the Corporation, or is or was a director or officer of the Corporation serving at the

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request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. No Amendment to or repeal of this Section 1 of Article VIII shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such Amendment or appeal.

          Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed

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action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he, his testator, or intestate, is or was a director or an officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. No Amendment to or repeal of this Section 2 of Article VIII shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such Amendment or appeal.

          Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation

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only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or an officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

          Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise

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in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.

          Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific

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case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

          Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

          Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent

35

jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 and 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

          Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by his in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII. The Corporation may also create a trust fund, grant a security interest and/or use other means (including, but not limited to, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorized or entitled by law and including as part thereof provisions with respect to any or all

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of the foregoing, to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

          Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan, and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably

37

believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

          Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

          Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.

          Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

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ARTICLE IX

AMENDMENTS

          Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Director; provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of eighty percent (80%) of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

          Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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EX-3.29

EXHIBIT 3.29

ARTICLES OF INCORPORATION

OF

(STAMP)

AZTAR INDIANA GAMING CORPORATION

          The undersigned incorporator, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of the Indiana Business Corporation Law, as amended (hereinafter referred to as the “Corporation Law”), executes the following Articles of Incorporation.

ARTICLE I

Name

     The name of the Corporation is Aztar Indiana Gaming Corporation.

ARTICLE II

Purposes and Powers

          Section 2.1. Purposes of the Corporation. The purposes for which the Corporation is formed are (a) to conduct gaming operations in the State of Indiana, and (b) to engage in the transaction of any or all lawful business for which corporations may now or hereafter be incorporated under the Corporation Law.

          Section 2.2. Powers of the Corporation. The Corporation shall have (a) all powers now or hereafter authorized by or vested in corporations pursuant to the provisions of the Corporation Law, (b) all powers now or hereafter vested in corporations by common law or any other statute or act, and (c) all powers authorized by or vested in the Corporation by the provisions of these Articles of Incorporation or by the provisions of its By-Laws as from time to time in effect.

ARTICLE III

Term of Existence

          The period during which the Corporation shall continue is perpetual.

(STAMP)

ARTICLE IV

Registered Office and Agent

          The street address of the Corporation’s registered office is 300 North Meridian Street, Suite 2700, Indianapolis, Indiana 46204, and the name and address of its registered agent is CT Corporation System, One North Capitol Avenue, Indianapolis, Indiana 46204.

ARTICLE V

Shares

          Section 5.1. Authorized Class and Number of Shares. The capital stock of the Corporation shall be of one class and kind, which may be referred to as common shares. The total number of shares which the Corporation has authority to issue shall be 10,000 shares. The Corporation’s shares do not have any par or stated value, except that, solely for the purpose of any statute or regulation of any jurisdiction imposing any tax or fee based upon the capitalization of the Corporation, each of the Corporation’s shares shall be deemed to have a par value of $1.00 per share.

          Section 5.2. Voting Rights of Shares. Except as otherwise provided by the Corporation Law and subject to such shareholder disclosure and recognition procedures (which may include voting prohibition sanctions) as the Corporation may by action of its Board of Directors establish, the Corporation’s shares have unlimited voting rights and each outstanding share shall, when validly issued by the Corporation, entitle the record holder thereof to one vote at all shareholders’ meetings on all matters submitted to a vote of the shareholders of the Corporation.

          Section 5.3. Other Terms of Shares. The Corporation’s shares shall be equal in every respect insofar as their relationship to the Corporation is concerned (but such equality of rights shall not imply equality of treatment as to redemption or other acquisition of shares by the Corporation). The holders of shares shall be entitled to share ratably in such dividends or other distributions (other than purchases, redemptions or other acquisitions of shares by the Corporation), if any, as are declared and paid from time to time on the shares at the discretion of the Board of Directors. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of shares shall be entitled to share, ratably according to the number of shares held by them, in all remaining assets of the Corporation available for distribution to its shareholders.

          When the Corporation receives the consideration specified in a subscription agreement entered into before incorporation, or

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for which the Board of Directors authorized the issuance of shares, as the case may be, the shares issued therefor shall be fully paid and nonassessable.

          The Corporation shall have the power to declare and pay dividends or other distributions upon the issued and outstanding shares of the Corporation, subject to the limitation that a dividend or other distribution may not be made if, after giving it effect, the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation’s total assets would be less than its total liabilities. The Corporation shall have the power to issue shares as a share dividend or other distribution in respect of issued and outstanding shares.

          The Corporation shall have the power to acquire (by purchase, redemption or otherwise), hold, own, pledge, sell, transfer, assign, reissue, cancel or otherwise dispose of the shares of the Corporation in the manner and to the extent now or hereafter permitted by the laws of the State of Indiana (but such power shall not imply an obligation on the part of the owner or holder of any share to sell or otherwise transfer such share to the Corporation), including the power to purchase, redeem or otherwise acquire the Corporation’s own shares, directly or indirectly, and without pro rata treatment of the owners or holders thereof, unless, after giving effect thereto, the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation’s total assets would be less than its total liabilities. Shares of the Corporation purchased, redeemed or otherwise acquired by it shall constitute authorized but unissued shares, unless the Board of Directors adopts a resolution providing that such shares constitute authorized and issued but not outstanding shares.

          The Board of Directors of the Corporation may dispose of, issue and sell shares in accordance with, and in such amounts as may be permitted by, the laws of the State of Indiana and the provisions of these Articles of Incorporation and for such consideration, at such price or prices, at such time or times and upon such terms and conditions (including the privilege of selectively repurchasing the same) as the Board of Directors of the Corporation shall determine, without the authorization or approval by any shareholders of the Corporation. Shares may be disposed of, issued and sold to such persons, firms or corporations as the Board of Directors may determine, without any preemptive or other right on the part of the owners or holders of other shares of the Corporation to acquire such shares by reason of their ownership of such other shares.

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ARTICLE VI

Directors

          Section 6.1. Number. The initial Board of Directors shall be comprised of three (3) members, which number may be changed by amendment to the By-Laws.

          Section 6.2. Qualifications. Directors need not be shareholders of the Corporation or residents of this or any other state in the United States.

          Section 6.3. Vacancies. Vacancies occurring in the Board of Directors shall be filled in the manner provided in the By-Laws or, if the By-Laws do not provide for the filling of vacancies, in the manner provided by the Corporation Law. The By-Laws may also provide that in certain circumstances specified therein, vacancies occurring in the Board of Directors may be filled by vote of the shareholders at a special meeting called for that purpose or at the next annual meeting of shareholders.

          Section 6.4. Liability of Directors. A Director’s responsibility to the Corporation shall be limited to discharging his or her duties as a Director, including his duties as a member of any committee of the Board of Directors upon which he or she may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interests of the Corporation, all based on the facts then known to the Director.

          In discharging his or her duties, a Director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

     (a) One (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

     (b) Legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within such person’s professional or expert competence; or

     (c) A committee of the Board of which the Director is not a member if the Director reasonably believes the Committee merits confidence;

but a Director is not acting in good faith if the Director has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 6.4 unwarranted. A Director

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may, in considering the best interests of the Corporation, consider the effects of any action on shareholders, employees, suppliers and customers of the Corporation, and communities in which offices or other facilities of the Corporation are located, and any other factors the Director considers pertinent.

          A Director shall not be liable for any action taken as a Director, or any failure to take any action, unless (a) the Director has breached or failed to perform the duties of the Director’s office in compliance with this Section 6.4, and (b) the breach or failure to perform constitutes willful misconduct or recklessness.

          Section 6.5. Removal of Directors. Any one or more of the members of the Board of Directors may be removed, with or without cause, only at a meeting of the shareholders called expressly for that purpose, by the affirmative vote of the holders of outstanding shares representing at least a majority of all the votes then entitled to be cast at an election of Directors. No Director may be removed except as provided in this Section 6.5.

ARTICLE VII

Provisions for Regulation of Business
and Conduct of Affairs of Corporation

          Section 7.1. Meetings of Shareholders. Meetings of the shareholders of the Corporation shall be held at such time and at such place, either within or without the State of Indiana, as may be stated in or fixed in accordance with the By-Laws of the Corporation and specified in the respective notices or waivers of notice of any such meetings.

          Section 7.2. Special Meetings of Shareholders. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the Corporation Law, may be called at any time by the Board of Directors or the person or persons authorized to do so by the By-Laws and shall be called by the Board of Directors if the Secretary of the Corporation receives one (1) or more written, dated and signed demands for a special meeting, describing in reasonable detail the purpose or purposes for which it is to be held, from the holders of shares representing at least twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. If the Secretary receives one (1) or more proper written demands for a special meeting of shareholders, the Board of Directors may set a record date for determining shareholders entitled to make such demand.

          Section 7.3. Meetings of Directors. Meetings of the Board of Directors of the Corporation shall be held at such place,

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either within or without the State of Indiana, as may be authorized by the By-Laws and specified in the respective notices or waivers of notice of any such meetings or otherwise specified by the Board of Directors. Unless the By-Laws provide otherwise (a) regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting and (b) the notice for a special meeting need not describe the purpose or purposes of the special meeting.

          Section 7.4. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or shareholders, or of any committee of such Board, may be taken without a meeting, if the action is taken by all members of the Board or all shareholders entitled to vote on the action, or by all members of such committee, as the case may be. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each Director, or all the shareholders entitled to vote on the action, or by each member of such committee, as the case may be, and, in the case of action by the Board of Directors or a committee thereof, included in the minutes or filed with the corporate records reflecting the action taken or, in the case of action by the shareholders, delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Action taken under this Section 7.4 is effective when the last director, shareholder or committee member, as the case may be, signs the consent, unless the consent specifies a different prior or subsequent effective date, in which case the action is effective on or as of the specified date. Such consent shall have the same effect as a unanimous vote of all members of the Board, or all shareholders, or all members of the committee, as the case may be, and may be described as such in any document.

          Section 7.5. By-Laws. The Board of Directors shall have the exclusive power to make, alter, amend or repeal, or to waive provisions of, the By-Laws of the Corporation by the affirmative vote of a majority of the entire number of Directors at the time, except as expressly provided by the Corporation Law. Any provisions for the regulation of the business and management of the affairs of the Corporation not stated in these Articles of Incorporation may be stated in the By-Laws. The Board of Directors may adopt Emergency By-Laws of the Corporation and shall have the exclusive power (except as may otherwise be provided therein) to make, alter, amend or repeal, or to waive provisions of, the Emergency By-Laws by the affirmative vote of a majority of the entire number of Directors at such time.

          Section 7.6. Interest of Directors.

     (a) A conflict of interest transaction is a transaction with the Corporation in which a Director of the Corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the Corporation solely because of the Director’s

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interest in the transaction if any one (1) of the following is true:

     (1) The material facts of the transaction and the Director’s interest were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved, or ratified the transaction.

     (2) The material facts of the transaction and the Director’s interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction.

     (3) The transaction was fair to the Corporation.

     (b) For purposes of this Section 7.6, a Director of the Corporation has an indirect interest in a transaction if:

     (1) Another entity in which the Director has a material financial interest or in which the Director is a general partner is a party to the transaction; or

     (2) Another entity of which the Director is a director, officer, or trustee is a party to the transaction and the transaction is, or is required to be, considered by the Board of Directors of the Corporation.

     (c) For purposes of Section 7.6(a)(1), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the Directors on the Board of Directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single Director. If a majority of the Directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum shall be deemed present for the purpose of taking action under this Section 7.6. The presence of, or a vote cast by, a Director with a direct or indirect interest in the transaction does not affect the validity of any action taken under Section 7.6(a)(1), if the transaction is otherwise authorized, approved, or ratified as provided in such subsection.

     (d) For purposes of Section 7.6(a)(2), shares owned by or voted under the control of a Director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in Section 7.6(b), may be counted in such a vote of shareholders to determine whether to authorize, approve or ratify a conflict of interest transaction.

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          Section 7.7. Nonliability of Shareholders. Shareholders of the Corporation are not personally liable for the acts or debts of the Corporation, nor is private property of shareholders subject to the payment of corporate debts.

          Section 7.8. Indemnification of Officers, Directors and Other Eligible Persons.

     (a) To the extent not inconsistent with applicable law, every Eligible Person shall be indemnified by the Corporation against all Liability and reasonable Expense that may be incurred by him or her in connection with or resulting from any Claim, (i) if such Eligible Person is Wholly Successful with respect to the Claim, or (ii) if not Wholly Successful, then if such Eligible Person is determined, as provided in either Section 7.8(f) or 7.8(g), to have acted in good faith, in what he or she reasonably believed to be the best interests of the Corporation or at least not opposed to its best interests and, in addition, with respect to any criminal claim is determined to have had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Claim, by judgment, order, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that an Eligible Person did not meet the standards of conduct set forth in clause (ii) of this subsection (a). The actions of an Eligible Person with respect to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974 shall be deemed to have been taken in what the Eligible Person reasonably believed to be the best interests of the Corporation or at least not opposed to its best interests if the Eligible Person reasonably believed he or she was acting in conformity with the requirements of such Act or he or she reasonably believed his or her actions to be in the interests of the participants in or beneficiaries of the plan.

     (b) The term “Claim” as used in this Section 7.8 shall include every pending, threatened or completed claim, action, suit or proceeding and all appeals thereof (whether brought by or in the right of this Corporation or any other corporation or otherwise), civil, criminal, administrative or investigative, formal or informal, in which an Eligible Person may become involved, as a party or otherwise:

     (i) by reason of his or her being or having been an Eligible Person, or

     (ii) by reason of any action taken or not taken by him or her in his or her capacity as an Eligible Person, whether or not he or she continued in such capacity at the time such Liability or Expense shall have been incurred.

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     (c) The term “Eligible Person” as used in this Section 7.8 shall mean every person (and the estate, heirs and personal representatives of such person) who is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other organization or entity, whether for profit or not. An Eligible Person shall also be considered to have been serving an employee benefit plan at the request of the Corporation if his or her duties to the Corporation also imposed duties on, or otherwise involved services by, him or her to the plan or to participants in or beneficiaries of the plan.

     (d) The terms “Liability” and “Expense” as used in this Section 7.8 shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against (including excise taxes assessed with respect to an employee benefit plan), and amounts paid in settlement by or on behalf of, an Eligible Person.

     (e) The term “Wholly Successful” as used in this Section 7.8 shall mean (i) termination of any Claim against the Eligible Person in question without any finding of liability or guilt against him, (ii) approval by a court or agency, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (iii) the expiration of a reasonable period of time after the threatened making of any Claim without commencement of an action, suit or proceeding and without any payment or promise made to induce a settlement.

     (f) Every Eligible Person claiming indemnification hereunder (other than one who has been Wholly Successful with respect to any Claim) shall be entitled to indemnification (i) if special independent legal counsel, which may be regular counsel of the Corporation or other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the “Referee”), shall deliver to the Corporation a written finding that such Eligible Person has met the standards of conduct set forth in Section 7.8(a)(ii), and (ii) if the Board of Directors, acting upon such written finding, so determines. The Board of Directors shall, if an Eligible Person is found to be entitled to indemnification pursuant to the preceding sentence, also determine the reasonableness of the Eligible Person’s Expenses. The Eligible Person claiming indemnification shall, if requested, appear before the Referee, answer questions that the Referee deems relevant and shall be given ample opportunity to present to the Referee evidence upon which he or she relies for indemnification. The Corporation shall, at the request of the Referee, make available facts, opinions or other

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evidence in any way relevant to the Referee’s finding that are within the possession or control of the Corporation.

     (g) If an Eligible Person claiming indemnification pursuant to Section 7.8(f) is found not to be entitled thereto, or if the Board of Directors fails to select a Referee under Section 7.8(f) within a reasonable amount of time following a written request of an Eligible Person for the selection of a Referee, or if the Referee or the Board of Directors fails to make a determination under Section 7.8(f) within a reasonable amount of time following the selection of a Referee, the Eligible Person may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against the Eligible Person. On receipt of an application, the court, after giving notice to the Corporation and giving the Corporation ample opportunity to present to the court any information or evidence relating to the claim for indemnification that the Corporation deems appropriate, may order indemnification if it determines that the Eligible Person is entitled to indemnification with respect to the Claim because such Eligible Person met the standards of conduct set forth in Section 7.8(a)(ii). If the court determines that the Eligible Person is entitled to indemnification, the court shall also determine the reasonableness of the Eligible Person’s Expenses.

     (h) The rights of indemnification provided in this Section 7.8 shall be in addition to any rights to which any Eligible Person may otherwise be entitled. Irrespective of the provisions of this Section 7.8, the Board of Directors may, at any time and from time to time, (i) approve indemnification of any Eligible Person to the full extent permitted by the provisions of applicable law at the time in effect, whether on account of past or future transactions, and (ii) authorize the Corporation to purchase and maintain insurance on behalf of any Eligible Person against any Liability asserted against him or any Liability or Expense incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against such Liability or Expense.

     (i) Expenses incurred by an Eligible Person with respect to any Claim, may be advanced by the Corporation (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Eligible Person to repay such amount if he or she is determined not to be entitled to indemnification.

     (j) The provisions of this Section 7.8 shall be deemed to be a contract between the Corporation and each Eligible Person, and an Eligible Person’s rights hereunder shall not be diminished or otherwise adversely affected by any repeal, amendment or

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modification of this Section 7.8 that occurs subsequent to such person becoming an Eligible Person.

     (k) The provisions of this Section 7.8 shall be applicable to Claims made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof.

ARTICLE VIII

Initial Board of Directors

          The name and post office address of the members of the first Board of Directors of the Corporation are as follows:

	Number and Street	City, State
Name	or Building	Zip Code
Paul E. Rubeli	2390 E. Camelback Rd Suite 400	Phoenix, AZ 85016
Robert M. Haddock	2390 E. Camelback Rd Suite 400	Phoenix, AZ 85016
Nelson W. Armstrong, Jr.	2390 E. Camelback Rd Suite 400	Phoenix, AZ 85016

ARTICLE IX

Incorporator

     The name and post office address of the incorporator of the Corporation is as follows:

	Number and Street	City, State
Name	or Building	Zip Code
George W. Somers	300 N. Meridian St. Suite 2700	Indpls, IN 46204

ARTICLE X

Miscellaneous Provisions

          Section 10.1. Amendment or Repeal. Except as otherwise expressly provided for in these Articles of Incorporation, the Corporation shall be deemed, for all purposes, to have reserved the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation to the extent and in the manner now or hereafter permitted or prescribed by statute, and all rights

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herein conferred upon shareholders are granted subject to such reservation.

          Section 10.2. Headings. The headings of the Articles and Sections of these Articles of Incorporation have been inserted for convenience of reference only and do not in any way define, limit, construe or describe the scope or intent of any Article or Section hereof.

          IN WITNESS WHEREOF, the undersigned, being the incorporator designated in Article IX, executes these Articles of Incorporation this 10th day of September, 1993.

/s/ [ILLEGIBLE]

This instrument was prepared by George W. Somers, Attorney at Law, Baker & Daniels, 300 North Meridian Street, Suite 2700, Indianapolis, Indiana 46204.

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EX-3.29(A)

EXHIBIT 3.29(a)

STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE

ARTICLES OF AMENDMENT

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles of Amendment for:

AZTAR INDIANA GAMING CORPORATION

and said Articles of Amendment have been prepared and signed in accordance with the provisions of the Indiana Business Corporation Law, as amended.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that I have this day filed said articles in this office.

The effective date of these Articles of Amendment is August 20, 1996.

	In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twentieth day of August, 1996.
	SUE ANNE GILROY, Secretary of State

[ILLEGIBLE]
Deputy

ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
AZTAR INDIANA GAMING CORPORATION

     Aztar Indiana Gaming Corporation (hereinafter referred to as the “Corporation”), existing pursuant to the Indiana Business Corporation Law (the “Act”), desiring to give notice of corporation action effectuating amendment of certain provisions of its Articles of Incorporation, sets forth the following facts:

ARTICLE I. Name of Corporation.

     The name of the Corporation is Aztar Indiana Gaming Corporation.

ARTICLE II. Amendments.

     Section 1. The date of incorporation of the Corporation is September 10, 1993.

     Section 2. The name of the Corporation following this amendment is Aztar Indiana Gaming Corporation.

     Section 3. The Articles of Incorporation are amended by adding a new Section 5.4 to Article V, which new Section 5.4 reads as follows:

     “Section 5.4. Restriction on Transfer of Shares — Indiana Gaming Commission Regulations. No transfer of stock in the Corporation shall be made, except in accordance with 68 I.A.C. 5-2 and other applicable regulations of the Indiana Gaming Commission.”

ARTICLE III. Manner of Adoption and Vote.

     The date of the adoption of the foregoing amendments is August 2, 1996.

     The Board of Directors and the sole shareholder of the Corporation entitled to vote with respect to the Articles of Amendment adopted the proposed amendment. The amendment was adopted by written consent of the Board of Directors executed on the 2nd day of August, 1996, and signed by each of the Directors. The amendment was then adopted by written consent dated the 2nd day of August, 1996, and executed

by the sole shareholder of the Corporation, constituting all of the outstanding shares of the Corporation, and thus all of the votes entitled to be cast on the amendment.

     The designation, number of shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, the number of votes of each voting group represented, and the number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment at the meeting is set forth below:

Number of Outstanding Shares	10
Number of Votes Entitled to be Cast	10
Number of Votes Represented by Consent	10
Number of Votes in Favor	10
Number of Votes Against	-0-

     The number of votes cast for the amendment by the sole voting group entitled to vote thereon was sufficient for approval. The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the Bylaws of the Corporation.

     IN WITNESS WHEREOF, the undersigned officer executes these Articles of Amendment of the Articles of Incorporation of the Corporation and verifies subject to the penalties of perjury that the facts contained herein are true this 6th day of August, 1996.

/s/ Nelson W. Armstrong
(Signature)
Printed:	Nelson W. Armstrong, Jr.
Title: Vice President & Secretary

     This instrument was prepared by William P. Diener, Ice Miller Donadio & Ryan, One American Square, Box 82001, Indianapolis, Indiana 46282-0002.

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EX-3.30

EXHIBIT 3.30

BY-LAWS

OF

AZTAR INDIANA GAMING CORPORATION

ARTICLE I

Meetings of Shareholders

     Section 1.1.Annual Meetings. Annual meetings of the shareholders of the Corporation shall be held in June of each year, beginning in the year 1994, at such hour and at such place within or without the State of Indiana as shall be designated by the Board of Directors. In the absence of designation, the meeting shall be held on the second Monday of June at the principal office of the Corporation at 11:00 a.m., local time. The Board of Directors may, by resolution, change the date or time of such annual meeting. If the day fixed for any annual meeting of shareholders shall fall on a legal holiday, then such annual meeting shall be held on the first following day that is not a legal holiday.

     Section 1.2.Special Meetings. Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President and shall be called by the Board of Directors if the Secretary receives written, dated and signed demands for a special meeting, describing in reasonable detail the purpose or purposes for which it is to be held, from the holders of shares representing at least twenty-five percent (25%) of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. If the Secretary receives one (1) or more proper written demands for a special meeting of shareholders, the Board of Directors may set a record date for determining shareholders entitled to make such demand. The Board of Directors or the President, as the case may be, calling a special meeting of shareholders shall set the date, time and place of such meeting, which may be held within or without the State of Indiana.

     Section 1.3.Notices. A written notice, stating the date, time and place of any meeting of the shareholders, and in the case of a special meeting the purpose or purposes for which such meeting is called, shall be delivered or mailed by the Secretary of the Corporation, to each shareholder of record of the Corporation entitled to notice of or to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. In the event of a special meeting of shareholders required to be called as the result of a demand therefor made by shareholders, such notice shall be given no later than the sixtieth (60th) day after the Corporation’s receipt of the demand requiring the meeting to be called. Notice of shareholders’ meetings, if mailed, shall be mailed, postage prepaid, to each

shareholder at his or her address shown in the Corporation’s current record of shareholders.

     A shareholder or his or her proxy may at any time waive notice of a meeting if the waiver is in writing and is delivered to the Corporation for inclusion in the minutes or filing with the Corporation’s records. A shareholder’s attendance at a meeting, whether in person or by proxy, (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder or his or her proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or his or her proxy objects to considering the matter when it is presented. Each shareholder who has in the manner above provided waived notice or objection to notice of a shareholders’ meeting shall be conclusively presumed to have been given due notice of such meeting, including the purpose or purposes thereof.

     If an annual or special shareholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment, unless a new record date is or must be established for the adjourned meeting.

     Section 1.4.Voting. Except as otherwise provided by the Indiana Business Corporation Law or the Corporation’s Articles of Incorporation, each share of the capital stock of any class of the Corporation that is outstanding at the record date established for any annual or special meeting of shareholders and is outstanding at the time of and represented in person or by proxy at the annual or special meeting, shall entitle the record holder thereof, or his or her proxy, to one (1) vote on each matter voted on at the meeting.

     Section 1.5.Quorum. Unless the Corporation’s Articles of Incorporation or the Indiana Business Corporation Law provide otherwise, at all meetings of shareholders a majority of the votes entitled to be cast on a matter, represented in person or by proxy, constitutes a quorum for action on the matter. Action may be taken at a shareholders’ meeting only on matters with respect to which a quorum exists; provided, however, that any meeting of shareholders, including annual and special meetings and any adjournments thereof, may be adjourned to a later date although less than a quorum is present. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

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     Section 1.6.Vote Required to Take Action. If a quorum exists as to a matter to be considered at a meeting of shareholders, action on such matter (other than the election of Directors) is approved if the votes properly cast favoring the action exceed the votes properly cast opposing the action, except as the Corporation’s Articles of Incorporation or the Indiana Business Corporation Law require a greater number of affirmative votes. Directors shall be elected by a plurality of the votes properly cast.

     Section 1.7.Record Date. Only those persons shall be entitled to notice of or to vote, in person or by proxy, at any shareholders’ meeting who appear as shareholders upon the books of the Corporation as of the record date for such meeting set by the Board of Directors, which date may not be earlier than the date seventy (70) days immediately preceding the meeting. In the absence of such determination, the record date shall be the thirtieth (30th) day immediately preceding the date of such meeting. Unless otherwise provided by the Board of Directors, shareholders shall be determined as of the close of business on the record date.

     Section 1.8.Proxies. A shareholder may vote his or her shares either in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder (including authorizing the proxy to receive, or to waive, notice of any shareholders’ meetings within the effective period of such proxy) by signing an appointment form, either personally or by the shareholder’s attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes and is effective for eleven (11) months unless a shorter or longer period is expressly provided in the appointment form. The proxy’s authority may be limited to a particular meeting or may be general and authorize the proxy to represent the shareholder at any meeting of shareholders held within the time provided in the appointment form. Subject to the Indiana Business Corporation Law and to any express limitation on the proxy’s authority appearing on the face of the appointment form, the Corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.

     Section 1.9.Removal of Directors. Any one or more of the members of the Board of Directors may be removed, with or without cause, only at a meeting of the shareholders called expressly for that purpose, by a vote of the holders of shares representing a majority of the votes then entitled to be cast at an election of Directors.

     Section 1.10.Written Consents. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders

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entitled to vote on the action. The action must be evidenced by one (1) or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Action taken under this Section 1.10 is effective when the last shareholder signs the consent, unless the consent specifies a different prior or subsequent effective date, in which case the action is effective on or as of the specified date. Such consent shall have the same effect as a unanimous vote of all shareholders and may be described as such in any document.

     Section 1.11. Participation by Conference Telephone. The President may authorize any or all shareholders to participate in any shareholders’ meeting by, or through the use of, any means of communication, such as conference telephone, by which all shareholders participating may simultaneously hear each other during the meeting. Any shareholder participating in a meeting by such means is deemed to be present in person for all purposes at the meeting.

ARTICLE II

Directors

     Section 2.1.Number and Term. The business and affairs of the Corporation shall be managed under the direction of a Board of Directors. The number of Directors comprising the Board of Directors is three (3).

     Each Director shall be elected for a term of office to expire at the annual meeting of shareholders next following his or her election. Despite the expiration of a Director’s term, the Director shall continue to serve until his or her successor is elected and qualified, or until the earlier of his or her death, resignation, disqualification or removal, or until there is a decrease in the number of Directors by action of the Board of Directors. Any vacancy occurring in the Board of Directors, from whatever cause arising, shall be filled by selection of a successor by a majority vote of the remaining members of the Board of Directors (although less than a quorum); provided, however, that if such vacancy or vacancies leave the Board of Directors with no members or if the remaining members of the Board are unable to agree upon a successor or determine not to select a successor, such vacancy may be filled by a vote of the shareholders at a special meeting called for that purpose or at the next annual meeting of shareholders. The term of a Director elected or selected to fill a vacancy shall expire at the end of the term for which such Director’s predecessor was elected.

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     The Directors and each of them shall have no authority to bind the Corporation except when acting as a Board.

     Section 2.2. Quorum and Vote Required to Take Action. A majority of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of any business, except the filling of vacancies. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present shall be the act of the Board of Directors, unless the act of a greater number is required by the Indiana Business Corporation Law, the Corporation’s Articles of Incorporation or these By-Laws.

     Section 2.3. Annual and Regular Meetings. The Board of Directors shall meet annually, without notice, immediately following the annual meeting of the shareholders, for the purpose of transacting such business as properly may come before the meeting. Other regular meetings of the Board of Directors, in addition to said annual meeting, shall be held on such dates, at such times and at such places as shall be fixed by resolution adopted by the Board of Directors and specified in a notice of each such regular meeting, or otherwise communicated to the Directors. The Board of Directors may at any time alter the date for the next regular meeting of the Board of Directors.

     Section 2.4. Special Meetings. Special meetings of the Board of Directors may be called by any member of the Board of Directors upon not less than twenty-four (24) hours’ notice given to each Director of the date, time and place of the meeting, which notice need not specify the purpose or purposes of the special meeting. Such notice may be communicated in person (either in writing or orally), by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail, and shall be effective at the earlier of the time of its receipt or, if mailed, five (5) days after its mailing. Notice of any meeting of the Board may be waived in writing at any time if the waiver is signed by the Director entitled to the notice and is filed with the minutes or corporate records. A Director’s attendance at or participation in a meeting waives any required notice to the Director of the meeting, unless the Director at the beginning of the meeting (or promptly upon the Director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

     Section 2.5. Written Consents. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 2.5 is effective when the last Director signs the consent,

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unless the consent specifies a different prior or subsequent effective date, in which cases the action is effective on or as of the specified date. A consent signed under this Section 2.5 shall have the same effect as a unanimous vote of all members of the Board and may be described as such in any document.

     Section 2.6. Participation by Conference Telephone. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or through the use of, any means of communication, such as conference telephone, by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting.

     Section 2.7. Committees. (a) The Board of Directors may create one (1) or more committees and appoint members of the Board of Directors to serve on them, by resolution of the Board of Directors adopted by a majority of all the Directors in office when the resolution is adopted. Each committee may have one (1) or more members, and all the members of a committee shall serve at the pleasure of the Board of Directors.

     (b) To the extent specified by the Board of Directors in the resolution creating a committee, each committee may exercise all of the authority of the Board of Directors; provided, however, that a committee may not:

(1)	authorize dividends or other distributions, except a committee (or an executive officer of the Corporation designated by the Board of Directors) may authorize or approve a reacquisition of shares or other distribution if done according to a formula or method, or within a range, prescribed by the Board of Directors;
(2)	approve or propose to shareholders action that is required to be approved by shareholders;
(3)	fill vacancies on the Board of Directors or on any of its committees;
(4)	except to the extent permitted by subdivision (7), amend the Corporation’s Articles of Incorporation under IC 23-1-38-2;
(5)	adopt, amend, repeal, or waive provisions of these By-Laws;
(6)	approve a plan of merger not requiring shareholder approval; or

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(7) authorize or approve the issuance or sale or a contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except the Board of Directors may authorize a committee (or an executive officer of the Corporation designated by the Board of Directors) to take action described in this subdivision within limits prescribed by the Board of Directors.

     (c) Except to the extent inconsistent with the resolutions creating a committee, Sections 2.1 through 2.6 of these By-Laws, which govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements and telephone participation in meetings of the Board of Directors, apply to each committee and its members as well.

     Section 2.8. Compensation. The Board of Directors may fix the compensation of Directors.

ARTICLE III

Officers

     Section 3.1. Designation Selection and Terms. The officers of the Corporation shall consist of the President, two Vice Presidents, the Secretary and the Treasurer. The Board of Directors may also elect such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers or assistant officers as it may from time to time determine by resolution creating the office and defining the duties thereof. In addition, the President may, by a certificate of appointment creating the office and defining the duties thereof delivered to the Secretary for inclusion with the corporate records, from time to time create and appoint such assistant officers as the President deems desirable. The officers of the Corporation shall be elected by the Board of Directors (or in the case of assistant officers appointed by the President as provided above) and need not be selected from among the members of the Board of Directors. Any two (2) or more offices may be held by the same person. All officers shall serve at the pleasure of the Board of Directors and, with respect to the assistant officers appointed by the President, also at the pleasure of such officer. The election or appointment of an officer does not itself create contract rights.

     Section 3.2. Removal. The Board of Directors may remove any officer at any time with or without cause. An assistant officer appointed by the President may also be removed at any time, with or without cause, by such officer. Vacancies in such offices, however occurring, may be filled by the Board of Directors at any

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meeting of the Board of Directors (or by appointment by the President, to the extent provided in Section 3.1 of these By-Laws).

     Section 3.3. President. The President shall exercise the powers and perform the duties which ordinarily appertain to that office and shall manage and operate the business and affairs of the Corporation in conformity with the policies established by the Board of Directors, or as may be provided for in these By-Laws.

     Section 3.4. Vice Presidents. Each Vice President, if any, shall have such powers and perform such duties as the Board of Directors may, from time to time, prescribe and as the President may, from time to time, delegate to him or her.

     Section 3.5. Treasurer. The Treasurer shall perform all of the duties customary to that office, including the duty of supervising the keeping of the records of the receipts and disbursements of the Corporation. The Treasurer shall submit to the Board of Directors at such times as the Board may require full statements showing in detail the financial condition and affairs of the Corporation.

     Section 3.6. Assistant Treasurer. In the absence or inability of the Treasurer, the Assistant Treasurer, if any, shall perform only such duties as are specifically assigned to him or her, in writing, by the Board of Directors, the President, or the Treasurer.

     Section 3.7. Secretary. The Secretary shall be the custodian of the books, papers and records of the Corporation and of its corporate seal, if any, and shall be responsible for seeing that the Corporation maintains the records required by the Indiana Business Corporation Law (other than accounting records) and that the Corporation files with the Indiana Secretary of State the annual report required by the Indiana Business Corporation Law. The Secretary shall be responsible for preparing minutes of the meetings of the shareholders and of the Board of Directors and for authenticating records of the Corporation, and shall perform all of the other duties usual in the office of Secretary of a corporation.

     Section 3.8. Assistant Secretary. In the absence or inability of the Secretary, the Assistant Secretary, if any, shall perform only such duties as are provided herein or specifically assigned to him or her, in writing, by the Board of Directors, the President or the Secretary.

     Section 3.9. Salary. The Board of Directors may, at its discretion, from time to time, fix the salary of any officer by resolution included in the minute book of the Corporation.

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ARTICLE IV

Checks

     All checks, drafts or other orders for payment of money shall be signed in the name of the Corporation by such officers or persons as shall be designated from time to time by resolution adopted by the Board of Directors and included in the minute book of the Corporation; and in the absence of such designation, such checks, drafts or other orders for payment shall be signed by either the President or the Treasurer.

ARTICLE V

Loans

     Such of the officers of the Corporation as shall be designated from time to time by any resolution adopted by the Board of Directors and included in the minute book, and in the absence of any such designation, the President of the Corporation shall have the power, with such limitations thereon as may be fixed by the Board of Directors, to borrow money in the Corporation’s behalf, to establish credit, to discount bills and papers, to pledge collateral and to execute such notes, bonds, debentures or other evidences of indebtedness, and such mortgages, trust indentures and other instruments in connection therewith, as may be authorized from time to time by such Board of Directors.

ARTICLE VI

Execution of Documents

     The President may, in the Corporation’s name, sign all deeds, leases, contracts or similar documents that may be authorized by the Board of Directors unless otherwise directed by the Board of Directors or otherwise provided herein or in the Corporation’s Articles of Incorporation, or as otherwise required by law.

ARTICLE VII

Stock

     Section 7.1. Execution. Certificates for shares of the capital stock of the Corporation shall be signed by the President and the Secretary and the seal of the Corporation (or a facsimile thereof), if any, may be thereto affixed. Where any such certificate is also signed by a transfer agent or a registrar, or

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both, the signatures of the officers of the Corporation may be facsimiles. The Corporation may issue and deliver any such certificate notwithstanding that any such officer who shall have signed, or whose facsimile signature shall have been imprinted on, such certificate shall have ceased to be such officer.

     Section 7.2. Contents. Each certificate shall state on its face the name of the Corporation and that it is organized under the laws of the State of Indiana, the name of the person to whom it is issued, the number and class of shares that the certificate represents and such other information as may be required from time to time by resolution of the Board of Directors.

     Section 7.3. Transfers. Except as otherwise provided by law or by resolution of the Board of Directors, transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof in person or by duly authorized attorney, on payment of all taxes thereon and surrender for cancellation of the certificate or certificates for such shares (except as hereinafter provided in the case of loss, destruction or mutilation of certificates) properly endorsed by the holder thereof or accompanied by the proper evidence of succession, assignment or authority to transfer, and delivered to the Secretary or an Assistant Secretary, if any.

     Section 7.4. Stock Transfer Records. There shall be entered upon the stock records of the Corporation the number of each certificate issued, the name and address of the registered holder of such certificate, the number, kind and class of shares represented by such certificate, the date of issue, whether the shares are originally issued or transferred, the registered holder from whom transferred and such other information as is commonly required to be shown by such records. The stock records of the Corporation shall be kept at its principal office.

     Section 7.5. Loss, Destruction or Mutilation of Certificates. The holder of any of the capital stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may, in its discretion, cause to be issued to him a new certificate or certificates of stock, upon the surrender of the mutilated certificate, or, in the case of loss or destruction, upon satisfactory proof of such loss or destruction. The Board of Directors may, in its discretion, require the holder of the lost or destroyed certificate or his or her legal representative to give the Corporation a bond in such sum and in such form, and with such surety or sureties as it may direct, to indemnify the Corporation, its transfer agents and registrars, if any, against any claim that may be made against them or any of them with respect to the capital stock represented by the certificate or certificates alleged to have been lost or destroyed, but the

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Board of Directors may, in its discretion, refuse to issue a new certificate or certificates, save upon the order of a court having jurisdiction in such matters.

     Section 7.6. Form of Certificates. The form of the certificates for shares of the capital stock of the Corporation shall conform to the requirements of Section 7.2 of these By-Laws and be in such printed form as shall from time to time be approved by resolution of the Board of Directors.

ARTICLE VIII

Seal

     The corporate seal of the Corporation shall, if the Corporation elects to have one, be in the form of a disc, with the name of the Corporation and “INDIANA” on the periphery thereof and the word “SEAL” in the center.

ARTICLE IX

Miscellaneous

     Section 9.1. Indiana Business Corporation Law. The provisions of the Indiana Business Corporation Law, as amended, applicable to all matters relevant to, but not specifically covered by, these By-Laws are hereby, by reference, incorporated in and made a part of these By-Laws.

     Section 9.2. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors. In the absence of designation, the fiscal year of the Corporation shall end on the last Thursday of each year closest to the 31st of December.

     Section 9.3. Amendments. These By-Laws may be rescinded, changed or amended, and provisions hereof may be waived, at any meeting of the Board of Directors by the affirmative vote of a majority of the entire number of Directors at the time, except as otherwise required by the Corporation’s Articles of Incorporation or by the Indiana Business Corporation Law.

     Section 9.4. Definition of Articles of Incorporation. The term “Articles of Incorporation” as used in these By-Laws means the Articles of Incorporation, or the Amended or Restated Articles of Incorporation, of the Corporation as from time to time are in effect.

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EX-3.31

EXHIBIT 3.31

(STAMP)

APPROVED
AND
FILED

ARTICLES OF ORGANIZATION
OF
AZTAR RIVERBOAT HOLDING COMPANY, LLC

     The undersigned hereby sets forth the Articles of Organization of Aztar Riverboat Holding Company, LLC, a limited liability company organized under the Indiana Business Flexibility Act, as amended (the “Act”).

ARTICLE I

Name

     The name of the limited liability company is Aztar Riverboat Holding Company, LLC (the “Company”).

ARTICLE II

Duration

     The period of the Company’s duration shall be perpetual or until the Company is dissolved in accordance with the Operating Agreement of the Company or the Act.

ARTICLE III

Purpose

     The Company shall have unlimited power to engage in and do any lawful act concerning any or all lawful businesses for which limited liability companies may be organized according to the laws of the State of Indiana, including all powers and purposes now and hereafter granted or permitted by law to a limited liability company.

ARTICLE IV

Registered Office and Registered Agent

     (a) The street address of the registered office of the Company in Indiana is One North Capitol Avenue, Indianapolis, IN 46204.

     (b) The name of the registered agent of the Company at the above registered office is CT Corporation System.

ARTICLE V

Member Management

     The operations and affairs of the Company will be managed by its Members in accordance with the Company’s Operating Agreement and the Act.

ARTICLE VI

Indemnification of Members and Officers

     The Company shall indemnify each person who is or was an organizer, Member or officer of the Company, or of any other corporation or company which he, she or it is serving or served in any capacity at the request of the Company, against any and all liability and reasonable expense that may be incurred by him, her or it in connection with or resulting from any claim, action, suit or proceeding (whether actual or threatened, brought by or in the right of the Company or such other corporation or company or otherwise, civil or criminal, administrative, investigative, or in connection with an appeal relating thereto), in which he, she or it may become involved, as a party or otherwise, by reason of his, her or it being or having been an organizer, Member or officer of the Company or of such other corporation or company, or by reason of any past or future action taken or not taken in his, her or its capacity as such organizer, Member or officer, whether or not he, she or it continues to be such at the time such liability or expense is incurred; provided, that such person acted in good faith, in what he, she or it reasonably believed to be the best interests of the Company or such other corporation or company, as the case may be, and, in addition, in any criminal action or proceedings, had no reasonable cause to believe that his, her or its conduct was unlawful. As used in this Article VI the terms “liability” and “expense” shall include, but shall not be limited to, attorneys’ fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, a Member or officer. Determination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a Member or officer did not meet the standards of conduct set forth in the first sentence of this Article VI.

     Any such Member or officer who has been wholly successful, on the merits or otherwise, with respect to any claim, suit or proceeding of the character described herein shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of the Company, but only if independent legal counsel (who may be regular counsel of the Company) shall deliver to it their written opinion that such organizer, Member or officer has met such standards.

     If several claims, issues or matters of action are involved, any such person may be entitled to indemnification as to some matters even though he, she or it is not so entitled as to others.

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     The Company may advance expenses to, or where appropriate may at its expense undertake defense of, any organizer, Member or officer upon receipt of any undertaking by or on behalf of such person to repay such expenses if it should ultimately be determined that he, she or it is not entitled to indemnification under this Article VI.

     The term “Member” as used herein includes any “member” of the Company as that term is defined in the Act, and any director or officer or committee member of any corporate member of the Company, acting on behalf of a corporate member as a Member of the Company.

     The rights of indemnification provided hereunder shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of the heirs and personal representative of any such person.

ARTICLE VII

Definitions

     Terms used but not defined in these Articles of Organization shall have the meanings set forth in the Act.

     Dated: July 15, 1999.

/s/ Nelson W. Armstrong Printed: Nelson W. Armstrong Jr.

Designated Authorized Representative

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EX-3.32

EXHIBIT 3.32

OPERATING AGREEMENT FOR
AZTAR RIVERBOAT HOLDING COMPANY, LLC

     THIS OPERATING AGREEMENT (this “Agreement”) is made and entered as of the 15^th day of July, 1999 (the “Effective Date”), by and among the undersigned parties, as initial Members of Aztar Riverboat Holding Company, LLC, an Indiana limited liability company (the “Company”). The Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended, Ind. Code § 23-18-1-1 et  seq. (the “Act”). Certain defined terms used in this Agreement are set forth in Schedule I  (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:

ARTICLE I

PURPOSES

     As set forth in the Articles of Organization, the purposes of the Company are to engage in and do any act in furtherance of any and all lawful businesses and activities for which limited liability companies may be formed under the Act. The Company may also qualify, form, or register under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business.

ARTICLE II

ORGANIZATIONAL MATTERS

     Section 2.1.  Formation.  The Company was formed pursuant to the Act upon the filing of Articles of Organization (“Articles”) on July 15, 1999. The rights and obligations of the Members shall be as provided under the Act, the Articles and this Agreement. The Members agree to each of the provisions of the Articles.

     Section 2.2.  Principal Place of Business.  The principal place of business of the Company shall be 2390 East Camelback Road, Phoenix, Arizona 85016, or such other address as may be established by the Members.

     Section 2.3.  Registered Office and Registered Agent.  The Company’s registered office shall be at One North Capitol Avenue, Indianapolis, Indiana 46204, and the name of its initial registered agent at such address shall be CT Corporation System. The Company may designate another registered office or agent at any time by following the procedures set forth in the Act.

     Section 2.4.  Duration.  The existence of the Company shall continue in perpetuity, unless the Company is dissolved in accordance with the Act.

ARTICLE III

MEMBERS AND CAPITAL STRUCTURE

     Section 3.1.  Names and Addresses of Members.  All Members of the Company and their last known business, residence or mailing address shall be listed on the attached Exhibit A.  The Members shall be required to update Exhibit A from time to time as necessary to accurately reflect the information therein, including the information referred to in Section 3.2 below.

     Section 3.2. Units Representing Membership Interests.  The Interests of Members in the Company are divided into and represented by Units. Each Member’s respective number of Units is set forth in Exhibit A. as the same shall be amended from time to time to reflect any changes in the number of Units of Members. The Members agree that each Unit shall entitle the Member possessing such Unit to:

     (a) equal governance rights per Unit and to one vote per Unit on matters on which the Members may vote under the Articles, this Agreement and/or the Act.

     (b) an equal proportionate share per Unit of the Company’s net income, gains, losses, deductions and credits; and

     (c) an equal proportionate share per Unit of amounts distributed to the Members in respect of their Interests upon dissolution of the Company.

Unless otherwise approved by the Members, the Company will not issue certificates representing Units, but at the written request of a Member, the Company will provide a certified statement setting forth the total number of Units issued and outstanding and the number of Units issued to the requesting Member, as of the date of the statement.

     Section 3.3.  Capital Contributions.  The initial Capital Contribution to the Company of each Member is set forth on Exhibit A. The initial Capital Contribution to the Company of each Member shall represent the fair market value of the assets as if the Company held such assets from the formation of the Member. Absent approval by all of the Members, no Capital Contributions may be made other than in cash and the Company shall not be obligated to recognize as a Capital Contribution any transfer to the Company of property other than cash. No interest shall be paid on any Capital Contribution.

     Section 3.4.  Additional Capital.  Absent approval by all of the Members, the Members shall not be obligated to make any Capital Contributions other than the initial Capital Contributions specified in Section 3.3.  No Member shall have the right to make Capital Contributions beyond that

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Member’s initial Capital Contribution as specified in Section 3.3. Each Member specifically waives any preemptive rights.

     Section 3.5.  Capital Accounts. 

     (a) An individual capital account (the “Capital Account”) shall be established and maintained on behalf of each Member, including any Additional Member who shall hereafter receive an Interest, in the manner provided by Treasury Regulation Section 1.704-1(b)(2)(iv). To the extent consistent with Treasury Regulation Section 1.704-1(b)(2)(iv), the Capital Account of each Member shall consist of (i) the amount of cash such Member has contributed to the Company, plus (ii) the agreed fair market value of any property such Member has contributed to the Company, net of any liabilities assumed by the Company or to which such property is subject, plus (iii) the amount of profits or income (including tax-exempt income) allocated to such Member, less (iv) the amount of losses and deductions allocated to such Member, less (v) the amount of all cash distributed to such Member, less (vi) the fair market value of any property distributed to such Member, net of any liability assumed by such Member or to which such property is subject, less (vii) such Member’s share of any other expenditures which are not deductible by the Company for federal income tax purposes or which are not allowable as additions to the basis of Company property, and (viii) subject to such other adjustments as may be required under the Code. The Capital Account of a Member shall not be affected by any adjustments to basis made pursuant to Section 743 of the Code but shall be adjusted with respect to adjustments to basis made pursuant to Section 734 of the Code to the extent provided in Treasury Regulation Section 1.704-l(b)(2)(iv)(m).

     (b) No Member shall have any liability or obligation to restore a negative or deficit balance in such Member’s Capital Account.

     Section 3.6.  No Rights of Redemption.  No Member shall have the right to: (a) have that Member’s Units or Interest redeemed, (b) have that Member’s Capital Contribution returned, or (c) subject to Article VI. otherwise receive property of the Company; even if that Member dissociates prior to termination of the Company. Even at termination, the Member’s rights are limited to those set forth in Article IX. To the extent a Member has a right to demand a distribution or return of the Member’s Capital Contributions, the Member shall have only the right to demand and receive cash therefor.

     Section 3.7.  Member Loans or Services.  Loans or services by a Member to the Company shall not be considered Capital Contributions unless otherwise designated by the Members.

     Section 3.8.  Admission of Additional Members.  The Members may admit to the Company Additional Members, which may include Substitute Members, who will be entitled to participate in the rights of Members as described in Section 3.2.  with admission thereof on such terms as are determined by the Members. Admission of any such Additional Member shall require the action of all of the Members, and such Additional Members shall be allocated net income, gains, losses,

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deductions and credits by such method as may be provided in this Agreement, and if no method is specified, then as may be permitted by Section 706(d) of the Code.

     Section 3.9.  No Member Responsible for Other Member’s Commitment.  In the event that any Member (or any of such Member’s shareholders, partners, members, owners, or Affiliates (collectively, the “Liable Member”)) has incurred any indebtedness or obligation prior to the date of this Agreement that relates to or otherwise affects the Company, neither the Company nor any Member shall have liability or responsibility for or with respect to such indebtedness or obligation and no Member guarantees said liability or responsibility.

ARTICLE IV

GOVERNANCE OF THE COMPANY

     Section 4.1.  Management by Members.  As provided in the Articles, management of the business and affairs of the Company is vested in the Members.

     Section 4.2.  Action by the Company.  The Company shall act only by or under the authority of its Members, acting as a group. Any reference in this Agreement to a consent, determination, approval or other action of or by the Members means a consent, determination, approval or other action of the Members as a group in accordance with the provisions of this Article IV, except as the reference may otherwise specify. Each Member agrees that action on behalf of the Company shall be taken only if

     (a) such action is approved or authorized, generally or specifically, by a resolution, vote, consent or other action of the Members taken in accordance with the procedures described in this Article IV,  or

     (b) such action is taken pursuant to authority delegated pursuant to Section 4.3. 

Recognizing that each Member has apparent authority to bind the Company pursuant to Ind. Code 23-18-3-1, each Member agrees as a matter of contract not to exercise that authority or so bind the Company absent actual authority or permission existing or obtained pursuant to this Article IV.  Any Member violating the preceding sentence shall be liable for, and shall indemnify the Company and the other Members against, any damages or expenses resulting from such violation.

     Section 4.3 .  Delegation of Certain Management Authority.  The Members may delegate to a subcommittee of Members, one or more designated Members, or one or more officers or employees of an affiliate of a Member, one or more officers of the Company, or one or more employees of the Company any management responsibility or authority. The Members may create such offices, appoint such officers and delegate thereto such responsibility or authority as they determine to be appropriate.

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     Section 4.4.  Action by the Members.  The Members may act by a written consent signed by Members having aggregate Percentage Interests sufficient to approve the action if it were taken at a meeting of the Members. Notice of the written action must be promptly given to any Member whose signature does not appear on the document.

     Section 4.5.  Action by the Remaining Members.  Whenever the Articles, this Agreement or the Act provide or require approval or other action by the remaining Members, or a Majority hi Interest of the remaining Members (i. e., those Members, or a Majority in Interest of those Members, other than the Member in question), the approval or other action of the remaining Members, or a Majority in Interest of those Members, may be obtained or taken by written agreement thereof.

     Section 4.6.  Waiver of Partition .  Each Member on behalf of such Member, its successors and its assigns, hereby waives any rights to have any Company property partitioned

ARTICLE V

ACCOUNTING AND RECORDS

     Section 5.1.  Records and Accounting.  The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods elected to be followed by the Members. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business. The fiscal year of the Company for financial reporting and for federal income tax purposes shall be the same as the Members.

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

     Section 6.1.  Allocation of Net Income, Net Loss or Capital Gains.  Except as may be expressly provided otherwise in this Article VI.  and subject to the provisions of Sections 704(b) and 704(c) of the Code, Capital Account Profits and Capital Account Losses for each fiscal year of the Company shall be allocated to the Members, pro rata in accordance with their respective Percentage Interests.

     Section 6.2.  Special Allocations.  The following special allocations shall be made in the following order:

     (a) Minimum Gain Chargeback.  Except as otherwise provided in Treasury Regulation Section 1.704-2(f), notwithstanding any other provision of this Article VI, if there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined

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in accordance with Treasury Regulation Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

     (b) Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), notwithstanding any other provision of this Article VI, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(5), shall be specifically allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704- 2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

     (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704- l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5) or 1.704-l(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 6.2(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.2(c) were not in the Agreement.

     (d) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(l) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.2(c) hereof and this Section 6.2(d) were not in the Agreement.

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     (e) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be specifically allocated among the Members in proportion to their Percentage Interests.

     (f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i)(l).

     (g) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or Section 743 (b) of the Code is required pursuant to Treasury Regulation Section 1.70401(b)(2)(iv)(m)(2) or 1.704-l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of the Member’s Interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their Interests in the Company in the event Treasury Regulation Section 1.704(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution wad made in the event Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(4) applies.

     Section 6.3. Curative Allocations. The allocations set forth in Sections 6.2(a) through 6.2(g) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Members shall make such offsetting special allocations of Company income, gain, loss, or deduction so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 6.1.

     Section 6.4. Section 704(c) Allocations. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property that is treated as having been contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value in Schedule I); provided that such allocations shall be based upon the “traditional method” described in the Treasury Regulations under Section 704(c) of the Code. In the event that Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (iv) of the definition of Gross Asset Value in Schedule I. subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations

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thereunder; provided that such allocations shall be based upon the “traditional method” described in the Treasury Regulations under Section 704(c) of the Code.

     Section 6.5. Distributions. Available Cash, if any, shall be distributed to the Members only upon the approval of all of the Members, pro rata in accordance with their respective Percentage Interests. Additional distributions may be made at the discretion of the Members.

     Section 6.6. Allocation of Income and Loss and Distributions in Respect of Interests Transferred.

     (a) If any Interest is transferred, or is increased or decreased by reason of the admission of an Additional Member or otherwise, during any fiscal year of the Company, each item of net income, gain, loss, deduction, or credit of the Company for such fiscal year shall be assigned pro rata to each day in the particular period of such fiscal year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred), and the amount of each such item so assigned to any such day shall be allocated to the Member based upon the Member’s respective Percentage Interest at the close of such day.

     (b) Authorized distributions of Company assets in respect of an Interest shall be made only to the Members who, according to the books and records of the Company, as the holders of record of the Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Member shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Company or the Member has knowledge or notice of any transfer or purported transfer of ownership of an Interest which has not met the requirements of Article VI. Notwithstanding any provision above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets of the Company shall be allocated solely to the parties owning Interests as of the date such sale or other disposition occurs.

ARTICLE VII

RESTRICTIONS ON WITHDRAWAL AND TRANSFERS OF INTERESTS

     Section 7.1. Withdrawal. No Member shall withdraw from the Company except upon the express written consent of all of the Members.

     Section 7.2. Transfers. No Member may transfer, sell, convey, or assign, all or any portion of its Units, without the express written consent of all Members. The pledge or granting of a security interest, lien or other encumbrance in or against all or any portion of a Member’s Units shall not be subject to the restrictions of Section 7.2.

     Section 7.3. Status of Transferee and Transferor. Notwithstanding anything contained in this Agreement to the contrary, any transferee or recipient of a Unit or Units subject to an effective

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Transfer shall be an Assignee and shall have no right to (a) vote any Units or portion thereof subject to the Transfer or to otherwise participate in the management of the business or affairs of the Company, (b) become a Substitute Member or otherwise exercise any rights of a Member, or (c) have access to the Company records; unless all of the remaining Members, in their sole and absolute discretion approve the admission of the Assignee as a Substitute Member and the Assignee executes documentation satisfactory to the remaining Members accepting and adopting the terms of this Agreement. The transferor in a Transfer of the transferor’s entire Interest to an Assignee shall cease to be a Member and shall not have any power to exercise any rights of a Member; provided, however, that such transferor is not released from any unpaid contributions or other liability.

ARTICLE VIII

DISSOCIATION OF A MEMBER

     Section 8.1. Dissociation. A person ceases to be a Member upon the occurrence of any of the following events (each an “Event of Dissociation”):

     (a) the Person withdraws from the Company, including any retirement or resignation from membership in the Company (as opposed to retirement or resignation merely from employment with the Company or any position as an officer of the Company);

     (b) a Transfer of the Person’s entire Interest, whether or not the Assignee is admitted as a Substitute Member;

     (c) in the case of a Person who is an individual, the individual’s death or adjudication by a court of competent jurisdiction of the individual’s mental incompetency or insanity;

     (d) in the case of a Person who is acting as a Member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

     (e) in the case of a Person that is a partnership, limited partnership, limited liability partnership or limited liability company, the dissolution and commencement of winding up of the partnership, limited partnership, limited liability partnership or limited liability company;

     (f) in the case of a Person that is a corporation, the dissolution of the corporation;

     (g) in the case of a Person that is an estate, the distribution by the fiduciary of the estate’s entire Interest in the Company; or

     (h) Bankruptcy of the Person.

     Section 8.2. Rights of Dissociating Member. Upon an Event of Dissociation as to a Member:

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     (a) if the dissociation causes a dissolution and winding up of the Company under Article IX, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member, except that if the Event of Dissociation is a breach of this Agreement, any distributions to which the Member would have been entitled shall be reduced by any damages sustained by the Company as a result of the dissolution and winding up; and

     (b) if the Event of Dissociation does not cause a dissolution and winding up of the Company under Article IX, the Member shall not be entitled to any distribution solely by reason of the Member’s dissociation, and thereafter shall only be entitled to participate as an Assignee in the Company. The Member shall not be entitled to a redemption of the Member’s Interest or otherwise receive the value of the Member’s Interest until such time, and in the manner, provided under Article IX for the dissolution and winding up of the Company.

ARTICLE IX

DISSOLUTION AND WINDING UP

     Section 9.1. Dissolution. The Company shall be dissolved and its affairs wound up on the first of the following to occur:

     (a) A unanimous determination by the Members that the Company shall be dissolved; or

     (b) At such earlier time as may be provided by applicable law.

Notwithstanding any other provision of this Agreement or the Act, the Members hereby agrees that the business of the Company shall be continued upon the occurrence of an Event of Dissociation and that the Company shall not be dissolved upon the occurrence of an Event of Dissociation other than pursuant to the terms of Section 9.1 (a).

     Section 9.2. Winding Up. Upon dissolution, the Members shall proceed to wind up and liquidate the business and affairs of the Company, and the Company may only carry on business that is appropriate to wind up and liquidate the business and affairs of the Company, including the following: (a) collecting the Company’s assets; (b) disposing of properties that will not be distributed in kind to the Members; (c) discharging or making provision for discharging liabilities; (d) distributing the remaining property to the Members; and (e) doing every other act necessary to wind up and liquidate the business and affairs of the Company. The Members shall follow the procedure for disposing of known claims set forth in Ind. Code § 23-18-9-8 and shall publish notice of the dissolution of the Company pursuant to Ind. Code § 23-18-9-9.

     Section 9.3. Distribution of Assets. Upon the winding up of the Company, the assets shall be distributed as follows:

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     (a) To creditors, including Members who are creditors of the Company to the extent permitted by law, in the order of priority as provided by law to satisfy the liabilities of the Company whether by payment or by the establishment of adequate reserves, excluding liabilities for
distributions to the Members pursuant to Article VI;

     (b) To the Members to repay any loans to the Company or to satisfy any liabilities for distributions pursuant to Article VI which remain unpaid; and

     (c) To the Members in accordance with the positive balances in their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods.

     Section 9.4. Compliance Provisions. The provisions of Sections 9.1, 9.2, and 9.3 are subject to the Company’s compliance with any applicable provisions of the Riverboat Gaming Act and Ind. Code § 4-33, et seq., and applicable rules and regulations of the Indiana Gaming Commission.

ARTICLE X

AMENDMENTS

     Section 10.1. Proposal of Amendments. Amendments to the Articles of Organization (“Articles”) and this Agreement may be proposed in writing by any Member. If any such proposed amendment could adversely affect the classification of the Company as a partnership for federal income tax purposes, the proposed amendment must be accompanied by an opinion of counsel as to the legality and effect on the Company and the Members.

     Section 10.2. Approval of Amendments. Any amendment to this Agreement must be approved in writing by all the Members.

ARTICLE XI

MISCELLANEOUS

     Section 11.1. Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members with respect to its subject matter. This Agreement and the Articles replace and supersede all prior agreements by and among the Members or any of them. This Agreement and the Articles supersede all prior written and oral statements and no representation, statement, or condition or warranty not contained in this Agreement or the Articles will be binding on the Members or have any force or effect whatsoever.

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     Section 11.2. Governing Law. This Agreement and the rights of the parties under this Agreement will be governed by, interpreted, and enforced in accordance with the laws of the State of Indiana.

     Section 11.3. Binding Effect; Conflicts. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Members, and their respective distributees, successors and assigns. This Agreement is subject to, and governed by, the Act and the Articles. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or the provisions of the Articles, the provisions of the Act or the Articles, as the case may be, will be controlling.

     Section 11.4. Headings; Interpretation. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa, as the context requires.

     Section 11.5. Severability. If any provision of this Agreement is held to be illegal, invalid, unreasonable, or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid, unreasonable, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, unreasonable, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, unreasonable, or unenforceable provision, there will be added automatically as apart of this Agreement a provision as similar in terms to such illegal, invalid, unreasonable, or unenforceable provision as may be possible and be legal, valid, reasonable, and enforceable.

     Section 11.6. Multiple Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument. However, in making proof with respect to this Agreement it will be necessary to produce only one copy hereof signed by the party to be charged.

     Section 11.7. Additional Documents and Acts. Each Member agrees to promptly execute and deliver to the Company such additional documents, statements of interest and holdings, designations, powers of attorney, and other instruments, and to perform such additional acts, as the Company may determine to be necessary, useful or appropriate to complete the organization of the Company, effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated by this Agreement, and to comply with all applicable laws, rules and regulations.

     Section 11.8. No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the Members and their respective successors and assigns subject to the express provisions of this Agreement relating to successors and assigns. This Agreement is

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expressly not intended for the benefit of any creditor of the Company or any other third party. No creditor or other third party will have any rights, interest, or claims under the Agreement or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

     Section 11.9. Notices. Any notice to be given or to be served upon the Company or any Member in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Such notices will be given to a Member at the address specified on Exhibit A. Any Member or the Company may, at any time by giving five days’ prior written notice to the other Members and the Company, designate any other address in substitution of the foregoing address to which such notice will be given.

     Section 11.10. Title to Company Property. Legal title to all property of the Company will be held and conveyed in the name of the Company.

     Section 11.11. Reliance on Authority of Person Signing Agreement. In the event that a Member is not a natural person, neither the Company nor any Member will (a) be required to determine the authority of the individual signing this Agreement to make any commitment or undertaking on behalf of such Person or to determine any fact or circumstance bearing upon the existence of the authority of such individual, or (b) be required to see to the application or distribution of proceeds paid or credited to individuals signing this Agreement on behalf of such Entity.

     Section 11.12. No Remedies Exclusive. To the extent any remedies are provided herein for a breach of this Agreement, the Articles or the Act, such remedies shall not be exclusive of any other remedies the aggrieved party may have, at law or in equity.

     Section 11.13. Incorporated Schedule and Exhibits. The following Schedule and Exhibit are attached to and/or have been identified as Schedules and Exhibits to this Agreement and are incorporated in this Agreement by reference as if fully set forth herein:

     Schedule I to Operating Agreement. Schedule of Definitions.

     Exhibit A to Operating Agreement. Name and Address of Member and Capital Contribution.

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     IN WITNESS WHEREOF, the Company and the Members have executed this Agreement on the date set forth opposite their signatures, to be effective on the Effective Date.

	“COMPANY”
	AZTAR RIVERBOAT HOLDING COMPANY, LLC
	By:	Aztar Indiana Gaming Corporation, Member
Date: December 27, 1999	By:	/s/ Nelson W. Armstrong
	Printed:	Nelson W. Armstrong, Jr
	Title:	Vice President and Secretary
	“MEMBERS”
	AZTAR INDIANA GAMING CORPORATION
Date: December 27, 1999	By:	/s/ Nelson W. Armstrong, Jr
	Printed:	Nelson W. Armstrong, Jr
	Title:	Vice President and Secretary
	AZTAR MISSOURI GAMING CORPORATION
Date: December 27, 1999	By: Printed:	/s/ Nelson W. Armstrong, Jr Nelson W. Armstrong, Jr
	Title:	Vice President and Secretary

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EX-3.32(A)

3.32(a)

AZTAR RIVERBOAT HOLDING COMPANY, LLC

FIRST AMENDMENT TO

OPERATING AGREEMENT

     This First Amendment to Operating Agreement (the “Amendment”), is made and entered into as of January 3, 2007, by and among AZTAR RIVERBOAT HOLDING COMPANY, LLC, an Indiana limited liability company (the “Company”), AZTAR INDIANA GAMING CORPORATION and AZTAR MISSOURI GAMING CORPORATION (collectively the “Members”), who agree as follows:

     1. Recitals. The parties hereto are parties to an Operating Agreement dated July 15, 1999 (the “Agreement”). The parties hereto desire to amend the Agreement in accordance with the terms of this Agreement.

     2. Amendment. The following language in Section 3.2 is stricken:

“Unless otherwise approved by the Members, the Company will not issue certificates representing Units, but at the written request of a Member, the Company will provide a certified statement setting forth the total number of Units issued and outstanding and the number of Units issued to the requesting Member, as of the date of the statement”.

The following language is included in Section 3.2:

“A Member’s interest in the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Each such certificate shall set forth the number of Units issued and outstanding and the number of Units issued to the holder of the certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the Company.”

AZTAR RIVERBOAT HOLDING COMPANY, LLC
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT
AZTAR INDIANA GAMING CORPORATION
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	CEO
AZTAR MISSOURI GAMING CORPORATION
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT

EX-3.33

EXHIBIT 3.33

[STAMP]

ARTICLES OF INCORPORATION

OF

AZTAR MISSOURI GAMING CORPORATION

     The undersigned natural person of the age of eighteen (18) years or more for the purpose of forming a corporation under The General and Business Corporation Law of Missouri adopts the following Articles of Incorporation:

ARTICLE I

     The name of the Corporation is Aztar Missouri Gaming Corporation.

ARTICLE II

     The address, including street and number, if any, of the Corporation’s initial registered office in this State is 906 Olive Street, St. Louis, Missouri 63101, and the name of its initial registered agent at such address is CT Corporation System.

ARTICLE III

     The aggregate number, class and par value, if any, of shares which the Corporation shall have authority to issue shall be ten thousand (10,000) shares of Common Stock having a par value of one dollar ($1.00) per share.

ARTICLE IV

     The name and place of residence of the incorporator is Michael Lazaroff, 1008 Tidewater Place Court, Town 6 Country, Missouri 63017.

ARTICLE V

     The number of directors to constitute the first Board of Directors shall be three (3), who need not be shareholders.

Thereafter, the number of directors to constitute the Board of Directors shall be fixed by, or in the manner provided in, the By-Laws of the Corporation, and any change in the number will be reported to the Missouri Secretary of State within thirty (30) calendar days of such change.

ARTICLE VI

     In all elections of directors, each shareholder entitled to vote shall have the right to cast only as many votes as shall equal the number of shares held by the shareholder in the corporation. There shall be no right to cumulative voting in election of directors.

ARTICLE VII

     The duration of the Corporation is perpetual.

ARTICLE VIII

     The Corporation is formed to engage in any lawful business.

ARTICLE IX

     (1) This Corporation shall and does hereby indemnify any person who is or was a director or officer of the Corporation or any subsidiary against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred by such person in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim (including any action by or in the right of the Corporation or a subsidiary) by reason of the fact that such person is or was serving in such capacity; provided, however, that no such person shall be entitled to any indemnification pursuant to this subsection (1) on account

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of: (a) conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct; or (b) an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time, or pursuant to a successor statute or regulation.

     (2) This Corporation may, to the extent that the Board of Directors deems appropriate and as set forth in a by-law or resolution, indemnify any person who is or was an employee or agent of this Corporation or any subsidiary or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan) against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred by such person in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim (including an action by or in the right of the Corporation or a subsidiary) by reason of the fact that such person is or was serving in such capacity; provided, however, that no such person shall be entitled to any indemnification pursuant to this subsection (2) on account of: (a) conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct; or (b) an accounting for profits pursuant to Section
16(b) of the Securities Exchange Act of 1934, as amended from time to time, or pursuant to a successor statute or regulation.

     (3) This Corporation may, to the extent that the Board of Directors deems appropriate, make advances of expenses,

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including attorneys’ fees, incurred prior to the final disposition of a civil, criminal, administrative or investigative action, suit, proceeding or claim (including an action by or in the right of the Corporation or a subsidiary) to any person to whom indemnification is or may be available under this Article; provided,  however, that prior to making any advances, the Corporation shall receive a written undertaking by or on behalf of such person to repay such amounts advanced in the event that it shall be ultimately determined that such person is not entitled to such indemnification.

     (4) The indemnification and other rights provided by this Article shall not be deemed exclusive of any other rights to which a person to whom indemnification is or may be otherwise available under these Articles of Incorporation, the By-laws or any agreement, vote of shareholders or disinterested directors or otherwise, may be entitled. This Corporation is authorized to purchase and maintain insurance on behalf of the Corporation or any person to whom indemnification is or may be available against any liability asserted against such person in, or arising out of, such person’s status as director, officer, employee or agent of this Corporation, any of its subsidiaries or another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan) which such person is serving at the request of the Corporation.

     (5) Each person to whom indemnification is granted under subsection (1) of this Article is entitled to rely upon the indemnification and other rights granted hereby as a contract with

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this Corporation and such person and such person’s heirs, executors, administrator and estate shall be entitled to enforce against this Corporation all indemnification and other rights granted to such person by subsections (l) and (3) and this subsection (5) of this Article. The indemnification and other rights granted by subsections (1) and (3) and this subsection (5) of this Article shall survive amendment, modification or repeal of this Article, and no such amendment, modification or repeal shall act to reduce, terminate or otherwise adversely affect the rights to indemnification granted hereby, with respect to any expenses, judgments, fines and amounts paid in settlement incurred by a person to whom indemnification is granted under subsection (1) of this Article with respect to an action, suit, proceeding or claim that arises out of acts or omissions of such person that occurred prior to the effective date of such amendment, modification or repeal.

     Any indemnification granted by the Board of Directors pursuant to subsection (2) of this Article, shall inure to the person to whom the indemnification is granted, and such person’s heirs, executors, administrator and estate; provided,  however, that such indemnification may be changed, modified or repealed, at any time or from time to time, at the discretion of the Board of Directors and the survival of such indemnification shall be in accordance with terms determined by the Board of Directors.

     (6) For the purposes of this Article, “subsidiary” shall mean any corporation, partnership, joint venture, trust or other

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enterprise of which a majority of the equity or ownership interest is directly or indirectly owned by this Corporation.

ARTICLE X

     At any time or times before the Corporation has received any payment for any of its shares, the Board of Directors may adopt amendments to the Articles of Incorporation by executing and verifying a certificate of amendment as provided by The General and Business Corporation Law of Missouri. After the Corporation has received payment for any of its shares, amendments to the Articles of Incorporation shall be made in the manner prescribed by The General and Business Corporation Law of Missouri. The power to make, alter, amend, or repeal the By-Laws of the Corporation shall be vested in the Board of Directors.

     The Board of Directors shall have and exercise such further powers as are provided it under present or future laws of the State of Missouri.

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 29 day of July, 1993.

/s/ Michael Lazaroff Michael Lazaroff, Incorporator

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STATE OF MISSOURI	)
	)	SS.
CITY OF ST. LOUIS	)

     I, MICHELE LENGYEL LUX, a Notary public, do hereby certify that on the 29^th day of July, 1993, personally appeared before me Michael Lazaroff, who, being by me first duly sworn, declared that he/she is the person who signed the foregoing document as incorporator and that the statements therein contained are true.

     My commission expires:

/s/ Michele Lengyel Lux

Notary Public

 

(STAMP)

(SEAL)

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EX-3.34

EXHIBIT 3.34

BY-LAWS

OF

AZTAR MISSOURI GAMING CORPORATION

Effective As

Of: July 29, 1993.

TABLE OF CONTENTS

		Page
ARTICLE I.      OFFICES			1
ARTICLE II.       SHAREHOLDERS			1
Section 2.1.	Annual Meeting		1
Section 2.2.	Special Meetings		1
Section 2.3.	Place of Meeting		1
Section 2.4.	Notice of Meeting		2
Section 2.5.	Meetings, How Convened		2
Section 2.6.	Closing Transfer Books; Record Date		2
Section 2.7.	Voting Lists		3
Section 2.8.	Quorum		3
Section 2.9.	Proxies		3
Section 2.10.	Voting of Shares		4
Section 2.11.	Voting of Shares by Certain Holders		4
Section 2.12.	Shareholder Action Without a Meeting		4
Section 2.13.	Cumulative Voting Rights Denied		5
Section 2.14.	Shareholders’ Right to Examine Books and Records		5
ARTICLE III.      BOARD OF DIRECTORS			5
Section 3.1.	General Powers		5
Section 3.2.	Number, Term and Qualifications		5
Section 3.3.	Regular Meetings		5
Section 3.4.	Special Meetings		5
Section 3.5.	Notice		6
Section 3.6.	Quorum; Participation by Telephone		6
Section 3.7.	Manner of Acting		6
Section 3.8.	Action Without a Meeting		6
Section 3.9.	Resignations		6
Section 3.10.	Removal by Shareholders		7
Section 3.11.	Removal by Board of Directors		7
Section 3.12.	Vacancies		7
Section 3.13.	Compensation		7
Section 3.14.	Presumption of Assent		7
Section 3.15.	Committee		8
ARTICLE IV.       OFFICERS			8
Section 4.1.	Number		8
Section 4.2.	Election and Term of Office		8
Section 4.3.	Removal		8
Section 4.4.	Resignations		8
Section 4.5.	Vacancies		9
Section 4.6.	President		9
Section 4.7.	Vice-President(s)		9
Section 4.8.	Secretary		9
Section 4.9.	Treasurer		10
Section 4.10.	Salaries		10
ARTICLE V.      CONTRACTS, LOANS, CHECKS AND DEPOSITS			10

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		Page
Section 5.1.	Contracts		10
Section 5.2.	Loans		10
Section 5.3.	Checks, Drafts, etc.		10
Section 5.4.	Deposits		11
ARTICLE VI.     CERTIFICATES FOR SHARES AND THEIR TRANSFER			11
Section 6.1.	Certificates for Shares		11
Section 6.2.	Transfer of Shares		11
ARTICLE VII.       FISCAL YEAR			11
ARTICLE VIII.      DIVIDENDS			11
ARTICLE IX.      FINANCIAL INTEREST OF CORPORATE OFFICERS; EFFECT ON CONTRACTS			12
ARTICLE X.      CORPORATE SEAL			12
ARTICLE XI.      WAIVER OF NOTICE			12
ARTICLE XII.      AMENDMENTS			13

-ii -

BY-LAWS

OF

AZTAR MISSOURI GAMING CORPORATION

ARTICLE I. OFFICES

          The Corporation may have such office(s), either within or without the State of Missouri, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

          The registered office of the Corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with its principal office in the State of Missouri, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II. SHAREHOLDERS

          Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the first day in the month of June, in each year, beginning with the year 1994, at the hour of 9:00 A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Missouri, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment held at a special meeting of the shareholders as soon thereafter as conveniently may be arranged.

          Section 2.2. Special Meetings. A special meeting of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, by the Board of Directors, or by the holders of not less than one-fifth of all the outstanding shares of the Corporation entitled to vote at such meeting.

          Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting of the shareholders or for any special meeting of the shareholders called by the Board of Directors, except that a meeting called expressly for the purpose of removal of a director shall be held at the registered office or principal business office of the Corporation in the State of Missouri or in the city or county of the State of Missouri in which the principal business office of the Corporation is located. A waiver of notice signed by all shareholders entitled to vote a meeting may designate any place, either within or without the State of Missouri, as the place for the holding of such meeting unless such meeting is called expressly for the purpose of removal

of one or more directors, in which event such meeting shall be held at the registered office or principal business office of the Corporation in the State of Missouri or in the city or county of the State of Missouri in which the principal business office of the Corporation is located. If no designation is made, the place of meeting shall be the registered office of the Corporation in the State of Missouri.

          Section 2.4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise allowed or prescribed by statute, be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the records of the Corporation, with postage thereon prepaid.

          Section 2.5. Meetings, How Convened. Every meeting, for whatever purpose, of the shareholders of the Corporation shall be convened by the President, Secretary or other officer, or any of the persons calling the meeting by notice given as herein provided.

          Section 2.6. Closing Transfer Books; Record Date. The Board of Directors shall have power to close the transfer books of the Corporation for a period not exceeding fifty days preceding the date of any meeting of shareholders, or the date of payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date, not exceeding fifty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, the meeting and any adjournment thereof, or to receive payment of the dividend, or to receive the allotment of rights, or to exercise the rights in respect of the change, conversion or exchange of shares. In such case, only the shareholders who are shareholders of record on the date of closing the transfer books, or on the record date so fixed, shall be entitled to notice of, and to vote at, the meeting and any adjournment thereof, or to receive payment of the dividend, or to receive the allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the date of closing of the transfer books or the record date fixed as aforesaid. If the Board of Directors does not close the transfer books or set a record date, only the shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the meeting

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shall be entitled to notice of, and to vote at, the meeting, and any adjournment of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.

          Section 2.7. Voting Lists. The officer having charge of the transfer book for shares of the Corporation shall make, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer books, or a duplicate thereof kept in the State of Missouri, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

          Section 2.8. Quorum. Sixty percent of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If less than a quorum is present, those present may adjourn the meeting until a specified date, not longer than ninety days after such adjournment, and no notice need be given of such adjournment to shareholders not present at the meeting. Every decision of a majority of such quorum shall be valid as a corporate act unless a different vote is required by law, the Articles of Incorporation or the By-Laws of the Corporation.

          Section 2.9. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. A duly executed proxy shall be irrevocable only if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power of attorney. The interest with which it is coupled need not be an interest in the shares themselves. If any instrument of proxy designates two or more persons to act as proxy, in the absence of any provisions in the proxy to the contrary, the persons designated may represent and vote the shares in accordance with the vote or consent of the majority of the persons named as proxies. If only one such proxy is present, the proxy may vote all of the shares, and all the shares standing in the name of the principal or principals for whom

-3-

such proxy acts shall be deemed represented for the purpose of obtaining a quorum. The foregoing provisions shall apply to the voting of shares by proxies for any two or more personal representatives, trustees or other fiduciaries, unless an instrument or order of court appointing them otherwise directs.

          Section 2.10. Voting of Shares. Subject to the provisions of Section 2.13, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of the shareholders.

          Section 2.11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

          Shares standing in the name of a deceased person may be voted by his or her personal representative, either in person or by proxy. Shares standing in the name of a conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no conservator or trustee shall be entitled, as a fiduciary to vote shares held by him or her without a transfer of such shares into his or her name.

          Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

          A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

          Neither shares of its own stock held by the Corporation, nor those held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation are owned beneficially and of record (and not in trust) by this Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

          Section 2.12. Shareholder Action Without a Meeting. Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consents shall have the same force and effect as a unanimous vote of the shareholders at a meeting duly held. The Secretary of the

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Corporation shall file such consents with the minutes of the meetings of the shareholders.

          Section 2.13. Cumulative Voting Rights Denied. In all elections for directors, each shareholder entitled to vote shall have the right to cast only as many votes as shall equal the number of votes held by him in the Corporation. There shall be no right to cumulative voting in the election of directors.

          Section 2.14. Shareholders’ Right to Examine Books and Records. This Corporation shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minutes of the proceedings of its shareholders and Board of Directors, and the names and places of residence of its officers; and it shall keep at its registered office or principal place of business in this state, or at the office of its transfer agent in this state, if any, books and records in which shall be recorded the number of shares subscribed, the names of the owners of the shares, the numbers owned by them respectively, the amount of shares paid, and by whom, and the transfer of such shares with the date of transfer. Each shareholder may, during normal business hours, have access to the books of the Corporation, to examine the same. The Board of Directors may, from time to time, further prescribe regulations with respect to any such examination.

ARTICLE III. BOARD OF DIRECTORS

          Section 3.1. General Powers. The property and business of the Corporation shall be controlled and managed by its Board of Directors.

          Section 3.2. Number, Term and Qualifications. The number of directors of the Corporation shall be three (3). Each director shall hold office until his or her successor shall have been elected and qualified. The directors need not be residents of the State of Missouri or shareholders of the Corporation.

          Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of additional regular meetings without other notice than such resolution.

          Section 3.4. Special Meetings. A special meeting of the Board of Directors may be called by, or at the request of, the President, or any director. The person or persons authorized to call such special meeting of the Board of Directors may fix any place, either within or without the State of Missouri, as the place for holding such special meeting.

          Section 3.5. Notice. Notice of any special meeting shall be delivered at least ten days prior thereto by written

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notice delivered personally or left at or mailed to each director at his or her business or residence address, or by telegram or telefax. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram or telefax, such notice shall be deemed to be delivered when the text of the telegram or telefax is delivered to the telegraph or telefax company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

          Section 3.6. Quorum; Participation by Telephone. Two-thirds of the full Board of Directors shall constitute a quorum for the transaction of business, but if less than a majority are present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Members of the Board of Directors may participate in a meeting of the Board of Directors, whether regular or special, by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

          Section 3.7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a different number is required by statute, the Articles of Incorporation or these By-Laws.

          Section 3.8. Action Without a Meeting. Any action that may be taken at a meeting of the Board of Directors or of a committee of directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board of Directors or of the committee, as the case may be. Such written consents shall be filed by the Secretary with the minutes of the proceedings of the Board of Directors or of the committee, as the case may be, and shall have the same force and effect as a unanimous vote at a meeting duly held.

          Section 3.9. Resignations. Any director may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary of the Corporation. Any written notice delivered in person to the President or the Secretary shall be effective upon delivery, unless otherwise provided therein. Written notice may be delivered by certified or registered mail, with postage thereon prepaid and a return receipt requested. Such resignation shall take effect on the date of the receipt of such notice which date of receipt shall be deemed to be the date indicated upon the registered or certified mail return receipt, or

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at any later time specified therein. Unless otherwise specified, acceptance of such resignation shall not be necessary to make it effective.

          Section 3.10. Removal by Shareholders. Any director or directors may be removed, with or without cause, at a meeting of the shareholders called expressly for that purpose. The entire Board of Directors may be removed by a vote of the holders of a majority of shares then entitled to vote at an election of directors. If less than the entire board is to be removed, one or more of the directors may be removed if the shareholders of a majority of the outstanding shares entitled to vote are voted for the removal of such director.

          Section 3.11. Removal by Board of Directors. Any director may be removed for cause by action of a majority of the entire Board of Directors if the director to be removed shall, at the time of removal, fail to meet the Corporation’s qualifications for election as a director as set forth in its Articles of Incorporation or in these By-Laws, or if the director shall be in breach of any agreement between such director and the Corporation relating to such director’s services as a director or employee of the Corporation. Notice of the proposed removal shall be given to all directors of the Corporation prior to action thereon.

          Section 3.12. Vacancies. In case of the death, incapacity or resignation of one or more of the directors, or in the case of a newly created directorship resulting from any increase in the number of directors to constitute the Board of Directors, a majority of the directors then in office, although less than a quorum, or the sole remaining director, may fill the vacancy or vacancies until the next election of directors by the shareholders.

          Section 3.13. Compensation. By resolution of the Board of Directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

          Section 3.14. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless the director dissents or abstains at such meeting, and the fact of such dissent or abstention (a) is entered in the minutes of the meeting, or (b) shall be filed by the director in writing with the person acting as secretary of the meeting before the adjournment thereof, or (c) shall have been recorded by the director and forwarded by registered mail to the Secretary of the Corporation promptly after the adjournment of the meeting.

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          Section 3.15. Committee. The Board of Directors, by resolution adopted by a majority of the board, may designate two or more directors to constitute (a) an executive committee, which committee shall have and exercise all of the authority of the Board of Directors in the management of the Corporation, or (b) any other committee which shall have the name, purpose, power and authority delegated to it by such resolution.

ARTICLE IV. OFFICERS

          Section 4.1. Number. The officers of the Corporation shall be the President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.

          Section 4.2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the first annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be arranged. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

          Section 4.3. Removal. Any officer, agent, or other employee elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

          Section 4.4. Resignations. Any officer may resign, at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any written notice delivered in person to the President, or the Secretary shall be effective upon delivery unless otherwise provided therein. Written notice may be delivered by certified or registered mail, with postage thereon prepaid and a return receipt requested. Such resignation shall take effect on the date of the receipt of such notice which date of receipt shall be deemed to be the date indicated upon the registered or certified mail return receipt, or at any later time specified therein. Unless otherwise specified herein, the acceptance of such resignation shall not be necessary to make it effective.

          Section 4.5. Vacancies. A vacancy in any office because of death, incapacity, resignation, removal,

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disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

          Section 4.6. President. The President shall be the chief operating officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the shareholders and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President may vote in person or by proxy shares in other corporations standing in the name of this Corporation. The President shall in general perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

          Section 4.7. Vice-President(s). In the absence of the President, whether due to resignation, incapacity or any other cause, or in the event of the President’s death, inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall exercise such powers only so long as the President remains absent or incapacitated, or until the Board of Directors elects a new President. Any Vice-President may sign, with the Secretary, an Assistant Secretary, Treasurer or an Assistant Treasurer, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

          Section 4.8. Secretary. The Secretary shall (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice-President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the

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Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

          Section 4.9. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By-Laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine.

          Section 4.10. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the Corporation and participated in determining and voting upon the salary.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

          Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

          Section 5.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

          Section 5.3. Checks. Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

          Section 5.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

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ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

          Section 6.1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors.

          The shares of the Corporation shall be represented by certificates signed by the President or a Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation and sealed with the seal of the Corporation. Such seal may be facsimile, engraved or printed. Any signatures on the certificates may be facsimile. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms as the Board of Directors may prescribe.

          Section 6.2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his or her legal representative, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VII. FISCAL YEAR

          The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE VIII. DIVIDENDS

          The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in the manner, and upon the terms and conditions provided by law and the Articles of Incorporation of the Corporation.

ARTICLE IX. FINANCIAL INTEREST OF CORPORATE OFFICERS;
EFFECT ON CONTRACTS                        

          No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or

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officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if:

          (1) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

          (2) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

          (3) The contract or transaction is fair as to the Corporation as of the time it is authorized or approved by the Board of Directors, a committee thereof, or the shareholders.

          Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee which authorizes the contract or transactions.

ARTICLE X. CORPORATE SEAL

          The Board of Directors shall provide a corporate seal in the form of a circle with the name of the Corporation inscribed thereon.

ARTICLE XI. WAIVER OF NOTICE

          Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these By-Laws or of the Articles of Incorporation or of The General and Business Corporation Law of Missouri, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

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ARTICLE XII. AMENDMENTS

          These By-Laws may be altered, amended or repealed and new By-Laws adopted by action of a majority of the directors at any regular or special meeting of the directors.

          Adopted on   July 29,     , 1993.

/s/ Illegible

President 

ATTEST:
 

/s/ Illegible 

Secretary 

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EX-3.35

EXHIBIT 3.35

(STAMP) (STAMP)

ARTICLES OF ORGANIZATION

OF

AZTAR INDIANA GAMING COMPANY, LLC

     The undersigned hereby sets forth the Articles of Organization of Aztar Indiana Gaming Company, LLC, a limited liability company organized under the Indiana Business Flexibility Act, as amended (the “Act”).

ARTICLE I

Name

     The name of the limited liability company is Aztar Indiana Gaming Company, LLC (the “Company”).

ARTICLE II

Duration

     The period of the Company’s duration shall be perpetual or until the Company is dissolved in accordance with the Operating Agreement of the Company or the Act.

ARTICLE III

Purpose

     The Company shall have unlimited power to engage in and do any lawful act concerning any or all lawful businesses for which limited liability companies may be organized according to the laws of the State of Indiana, including all powers and purposes now and hereafter granted or permitted by law to a limited liability company.

ARTICLE IV

Registered Office and Registered Agent

     (a) The street address of the registered office of the Company in Indiana is One North Capitol Avenue, Indianapolis, IN 46204.

     (b) The name of the registered agent of the Company at the above registered office is CT Corporation System.

ARTICLE V

Member Management

     The operations and affairs of the Company will be managed by its Members in accordance with the Company’s Operating Agreement and the Act.

ARTICLE VI

Indemnification of Members, and Officers

     The Company shall indemnify each person who is or was an organizer, Member or officer of the Company, or of any other corporation or company which he, she or it is serving or served in any capacity at the request of the Company, against any and all liability and reasonable expense that may be incurred by him, her or it in connection with or resulting from any claim, action, suit or proceeding (whether actual or threatened, brought by or in the right of the Company or such other corporation or company or otherwise, civil or criminal, administrative, investigative, or in connection with an appeal relating thereto), in which he, she or it may become involved, as a party or otherwise, by reason of his, her or it being or having been an organizer, Member or officer of the Company or of such other corporation or company, or by reason of any past or future action taken or not taken in his, her or its capacity as such organizer, Member or officer, whether or not he, she or it continues to be such at the time such liability or expense is incurred; provided, that such person acted in good faith, in what he, she or it reasonably believed to be the best interests of the Company or such other corporation or company, as the case may be, and, in addition, in any criminal action or proceedings, had no reasonable cause to believe that his, her or its conduct was unlawful. As used in this Article VI the terms “liability” and “expense” shall include, but shall not be limited to, attorneys’ fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, a Member or officer. Determination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a Member or officer did not meet the standards of conduct set forth in the first sentence of this Article VI.

     Any such Member or officer who has been wholly successful, on the merits or otherwise, with respect to any claim, suit or proceeding of the character described herein shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of the Company, but only if independent legal counsel (who may be regular counsel of the Company) shall deliver to it their written opinion that such organizer, Member or officer has met such standards.

     If several claims, issues or matters of action are involved, any such person may be entitled to indemnification as to some matters even though he, she or it is not so entitled as to others.

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     The Company may advance expenses to, or where appropriate may at its expense undertake defense of, any organizer, Member or officer upon receipt of any undertaking by or on behalf of such person to repay such expenses if it should ultimately be determined that he, she or it is not entitled to indemnification under this Article VI.

     The term “Member” as used herein includes any “member” of the Company as that term is defined in the Act, and any director or officer or committee member of any corporate member of the Company, acting on behalf of a corporate member as a Member of the Company.

     The rights of indemnification provided hereunder shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of the heirs and personal representative of any such person.

ARTICLE VII

Definitions

     Terms used but not defined in these Articles of Organization shall have the meanings set forth in the Act.

Dated: July 15, 1999

/s/ Nelson W. Armstrong
Printed:	Nelson W. Armstrong, Jr.
Designated Authorized Representative

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EX-3.36

EXHIBIT 3.36

OPERATING AGREEMENT

FOR

AZTAR INDIANA GAMING COMPANY, LLC

Effective as of

July 15, 1999

TABLE OF CONTENTS

	Page
ARTICLE I     PURPOSES		1
ARTICLE II    ORGANIZATIONAL MATTERS		1
Section 2.1. Formation		1
Section 2.2. Principal Office		1
Section 2.3. Registered Office and Registered Agent		1
Section 2.4. Duration		1
ARTICLE III    MEMBERS AND CAPITAL STRUCTURE		2
Section 3.1. Name and Address of Member		2
Section 3.2. Units Representing Membership Interests		2
Section 3.3. Capital Contributions		2
Section 3.4. Additional Capital		2
Section 3.5. Capital Accounts		2
Section 3.6. Member Loans or Services		2
Section 3.7. Admission of Additional Members		3
Section 3.8. Member Responsible for Prior Obligations		3
ARTICLE IV    GOVERNANCE OF THE COMPANY		3
Section 4.1. Management by the Member		3
Section 4.2. Action by the Company		3
Section 4.3. Delegation of Certain Management Authority		3
ARTICLE V    ACCOUNTING AND RECORDS		3
Section 5.1. Records and Accounting		3
Section 5.2. Access to Records		4
Section 5.3. Annual Tax Information		4
Section 5.4. Accounting Decisions		4
Section 5.5. Federal Income Tax Elections		4
ARTICLE VI    ALLOCATIONS AND DISTRIBUTIONS		4
Section 6.1. Allocation of Net Income, Net Loss or Capital Gains		4
Section 6.2. Distributions		4

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	Page
ARTICLE VII    TRANSFERS OF INTERESTS		4
Section 7.1. Restrictions on Transferability		4
ARTICLE VIII    DISSOCIATION OF A MEMBER		5
Section 8.1. Dissociation		5
ARTICLE IX    DISSOLUTION AND WINDING UP		5
Section 9.1. Dissolution		5
Section 9.2. Winding Up		5
Section 9.3. Distribution of Assets		5
Section 9.4. Compliance		6
ARTICLE X    AMENDMENTS		6
Section 10.1. Amendments		6
ARTICLE XI    MISCELLANEOUS		6
Section 11.1. Complete Agreement		6
Section 11.2. Governing Law		6
Section 11.3. Binding Effect; Conflicts		6
Section 11.4. Headings; Interpretation		6
Section 11.5. Severability		7
Section 11.6. Additional Documents and Acts		7
Section 11.7. No Third Party Beneficiary		7
Section 11.8. Notices		7
Section 11.9. Title to Company Property		7
Section 11.10. No Remedies Exclusive		7
Section 11.11. Incorporated Schedule and Exhibits		7

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OPERATING AGREEMENT FOR
AZTAR INDIANA GAMING COMPANY, LLC

     THIS OPERATING AGREEMENT (“Agreement”) is made and entered into as of the 15th day of July 1999 (“Effective Date”), by and between Aztar Indiana Gaming Company, LLC, an Indiana limited liability company (“Company”), and Aztar Indiana Gaming Corporation, an Indiana corporation (“Member”), as the sole initial Member of the Company. The Company was organised as a limited liability company under the Indiana Business Flexibility Act, as amended, Ind. Code § 23-18-1-1 et seq. (“Act”). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:

ARTICLE I

PURPOSES

     As set forth in the Articles of Organization, the purposes of the Company are to engage in and do any act in furtherance of any and all lawful businesses and activities for which limited liability companies may be formed under the Act. The Company may also qualify for, or register, under assumed or fictitious name statutes in any jurisdiction in which the Company transacts business.

ARTICLE II

ORGANIZATIONAL MATTERS

     Section 2.1. Formation. The Company was formed pursuant to the Act upon the filing of Articles of Organization (“Articles”) with the Secretary of State of Indiana on July 15, 1999. The rights and obligations of the Member and the Company shall be as provided under the Act, the Articles and this Agreement. The Member agrees to each of the provisions of the Articles.

     Section 2.2. Principal Office. The principal office of the Company shall be at 421 N.W. Riverside Drive, Evansville, IN 47708, or such other address as may be established by the Member.

     Section 2.3. Registered Office and Registered Agent. The Company’s registered office shall be One North Capitol Ave., Indianapolis, IN 46204 and the name of its initial registered agent at such address shall be CT Corporation System. The Company may designate another registered office or agent at any time by following the procedures set forth in the Act.

     Section 2.4. Duration. The existence of the Company shall continue in perpetuity, unless the Company is dissolved in accordance with Article IX or the Act.

ARTICLE III

MEMBERS AND CAPITAL STRUCTURE

     Section 3.1. Name and Address of Member. The name of the Member and his last known business, residence or mailing address is listed on the attached Exhibit A. The Member shall update Exhibit A from time to time as necessary to accurately reflect the information therein.

     Section 3.2. Units Representing Membership Interests. The Interest of the Member in the Company is divided into and represented by Units. The Member’s initial number of Units is one (1), as set forth in Exhibit A, as the same shall be amended from time to time to reflect any changes in the number of Units of the Member. Unless otherwise approved by the Member, the Company will not issue certificates representing Units, but at the written request of the Member, the Company will provide a certified statement setting forth the total number of Units issued and outstanding and the number of Units issued to the requesting Member, as of the date of the statement.

     Section 3.3. Capital Contributions. The initial Capital Contribution to the Company of the Member is set forth on Exhibit A.

     Section 3.4. Additional Capital. The Member shall not be obligated to make any Capital Contributions other than the initial Capital Contributions specified in Section 3.3.

     Section 3.5. Capital Accounts.

     (a) An individual capital account (“Capital Account”) shall be established and maintained on behalf of the Member. The Capital Account of the Member shall consist of (i) the amount of cash the Member has contributed to the Company, plus (ii) the fair market value of any property the Member has contributed to the Company, net of any liabilities assumed by the Company or to which such property is subject, plus (iii) the amount of profits or income (including tax-exempt income) allocated to the Member, less (iv) the amount of losses and deductions allocated to the Member, less (v) the amount of all cash distributed to the Member, less (vi) the fair market value of any property distributed to the Member, net of any liability assumed by such Member or to which such property is subject, less (vii) the Member’s share of any other expenditures which are not deductible by the Company for federal income tax purposes or which are not allowable as additions to the basis of Company property, and (viii) subject to such other adjustments as may be required under the Code.

     (b) The Member shall not have any liability or obligation to restore a negative or deficit balance in his Capital Account.

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     Section 3.6. Member Loans or Services. Loans or services by the Member to the Company shall not be considered Capital Contributions unless otherwise designated by the Member.

     Section 3.7. Admission of Additional Members. The Member may admit Additional Members to the Company, who will be entitled to participate in the rights of Members as described herein, with admission thereof on such terms as are determined by the Member. Any such Additional Members shall be allocated net income, gains, losses, deductions and credits by such method as may be provided in this Agreement or any successor agreement hereto. Upon the admission of one or more Additional Members resulting in the Company having more than one Member, the Company and the Members shall amend this Agreement or any successor agreement hereto as necessary or appropriate to reflect the treatment of the Company as a partnership for federal income tax purposes.

     Section 3.8. Member Responsible for Prior Obligations. In the event the Member (or any of the Member’s shareholders, partners, members or owners) has incurred any indebtedness or obligation prior to the date of this Agreement that relates to, or otherwise affects the Company, the Member shall be liable and responsible for such indebtedness or obligation and the Member guarantees said liability or indebtedness.

ARTICLE IV

GOVERNANCE OF THE COMPANY

     Section 4.1. Management by the Member. As provided in the Articles, management of the business and affairs of the Company is vested in the Member.

     Section 4.2. Action by the Company. The Company shall act only by or under the authority of its Member.

     Section 4.3. Delegation of Certain Management Authority. The Member may delegate to one or more officers of the Company or one or more employees of the Company any management responsibility or authority. The Member may create such offices, appoint such officers and delegate thereto such responsibility or authority as it determines to be appropriate.

ARTICLE V

ACCOUNTING AND RECORDS

     Section 5.1. Records and Accounting. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods elected to be followed by the Member. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s

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business. The fiscal year of the Company for financial reporting and for federal income tax purposes shall be the same as the Member.

     Section 5.2. Access to Records. The books and records of the Company, to the extent required by the Act, shall be maintained at the Company’s Principal Office, and the Member and his duly authorized representatives shall have access to where they are located and have the right to inspect and copy them during ordinary business hours.

     Section 5.3. Annual Tax Information. The Company shall use its best efforts to deliver to the Member within 90 days after the end of each fiscal year all information necessary for the preparation of the Member’s federal and state income tax returns. The Company shall also use its best efforts to prepare, within 90 days after the end of each fiscal year, a financial report of the Company for such fiscal year containing a balance sheet as of the last day of the year then ended, an income statement for the year then ended, a statement of sources and applications of funds, and a statement of reconciliation of the Capital Account of the Member.

     Section 5.4. Amounting Decisions. All decisions as to accounting matters, except as otherwise specifically set forth in this Agreement, shall be made by the Member. The Member may rely upon the advice of his accountants as to whether such decisions are in accordance with accounting methods followed for federal income tax purposes.

     Section 5.5. Federal Income Tax Elections. The Member shall make all elections for federal income tax purposes.

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

     Section 6.1. Allocation of Net Income, Net Loss or Capital Gains. The net income, net loss, or capital gains of the Company for each fiscal year of the Company shall be allocated 100% to the Member.

     Section 6.2. Distributions. Cash or other property shall be distributed to the Member at such time as the Member shall determine.

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ARTICLE VII

TRANSFERS OF INTERESTS

     Section 7.1. Registrations on Transferability. No Member may transfer all or any portion of its Interest or Units except in accordance with 68 IAC 5-2, and other applicable rules of the Indiana Gaming Commission.

ARTICLE VIII

DISSOCIATION OF A MEMBER

     Section 8.1. Dissociation. The Member ceases to be a Member if the Member voluntarily withdraws from the Company (“Event of Dissociation”).

ARTICLE IX

DISSOLUTION AND WINDING UP

     Section 9.1. Dissolution. The Company shall be dissolved and its affairs wound up on the first of the following to occur:

   (a) A determination by the Member that the Company shall be dissolved; or

   (b) At such earlier time as may be provided by applicable law.

Notwithstanding any other provision of this Agreement or the Act, the Member hereby agrees that the business of the Company shall be continued upon the occurrence of an Event of Dissociation and that the Company shall not be dissolved upon the occurrence of an Event of Dissociation other than pursuant to the terms of Section 9.1(a).

     Section 9.2. Winding Up. Upon dissolution, the Member shall proceed to wind up and liquidate the business and affairs of the Company, and the Company may only carry on business that is appropriate to wind up and liquidate the business and affairs of the Company, including the following: (a) collecting the Company’s assets; (b) disposing of properties that will not be distributed in kind to the Member; (c) discharging or making provision for discharging liabilities; (d) distributing the remaining property to the Member, and (e) doing every other act necessary to wind up and liquidate the business and affairs of the Company. The Member shall follow the procedure for disposing of known claims set forth in Ind. Code § 23-18-9-8 and shall publish notice of the dissolution of the Company pursuant to Ind. Code § 23-18-9-9.

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     Section 9.3. Distribution of Assets. Upon the winding up of the Company, the assets shall be distributed as follows:

     (a) To creditors, including the Member if he is a creditor of the Company to the extent permitted by law, in the order of priority as provided by law to satisfy the liabilities of the Company whether by payment or by the establishment of adequate reserves, excluding liabilities for distributions to the Member pursuant to Article VI;

     (b) To the Member to repay any loans to the Company or to satisfy any liabilities for distributions pursuant to Article VI which remain unpaid; and

     (c) To the Member in respect of his Capital Account after giving effect to all contributions, distributions and allocations for all periods.

     Section 9.4. Compliance. The provisions of Sections 9.1, 9.2, and 9.3 are subject to the Company’s compliance with any applicable provisions of the Riverboat Gaming Act at IC 4-33, et seq., and applicable rules and regulations of the Indiana Gaming Commission.

ARTICLE X

AMENDMENTS

     Section 10.1. Amendments. The Member and the Company may amend this Agreement from time to time by written instrument reflecting such amendment.

ARTICLE XI

MISCELLANEOUS

     Section 11.1. Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement between the Member and the Company with respect to its subject matter. This Agreement and the Articles replace and supersede all prior agreements by and among the Member and the Company. This Agreement and the Articles supersede all prior written and oral statements and no representation, statement, or condition or warranty not contained in this Agreement or the Articles will be binding on the parties or have any force or effect whatsoever.

     Section 11.2. Governing Law. This Agreement and the rights of the parties under this Agreement will be governed by, interpreted, and enforced in accordance with the laws of the State of Indiana.

     Section 11.3. Binding Effect; Conflicts. This Agreement will be binding upon and inure to the benefit of the parties, and their respective distributes, successors and assigns. This

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Agreement is subject to, and governed by, the Act and the Articles. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or the provisions of the Article, the provisions of the Act or the Articles, as the case may be, will be controlling.

     Section 11.4. Headings; Interpretation. All headings herein are inserted only for convenience and ease of reference and are not to be considered in me construction or interpretation of any provision of this Agreement. The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa, as the context requires.

     Section 11.5. Severability. If any provision of this Agreement is held to be illegal, invalid, unreasonable, or unenforceable under the present or future laws effective during the term of this Agreement, such provision will be fully severable; this Agreement will be construed and enforced as if such illegal, invalid, unreasonable, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, unreasonable, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, unreasonable, or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, unreasonable, or unenforceable provision as may be possible and be legal, valid, reasonable, and enforceable.

     Section 11.6. Additional Documents and Acts. Each party agrees to promptly execute and deliver such additional documents, statements of interest and holdings, designations, powers of attorney and other instruments, and to perform such additional acts, as the other party may determine to be necessary, useful or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated by this Agreement, and to comply with all applicable laws, rules and regulations.

     Section 11.7. No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the parties and their respective successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other third party. No creditor or other third party will have any rights, interest, or claims under the Agreement or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

     Section 11.8. Notices. Any notice to be given or to be served upon the Company or the Member in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Such notices will be given to the Member at the address specified on Exhibit A. Any party may, at any time by giving five days’ prior written notice to the other party, designate any other address in substitution of the foregoing address to which such notice will be given.

     Section 11.9. Title to Company Property. Legal title to all property of the Company will be held and conveyed in the name of the Company.

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     Section 11.10. No Remedies Exclusive. To the extent any remedies are provided herein for a breach of this Agreement, the Articles or the Act, such remedies shall not be exclusive of any other remedies the aggrieved party may have, at law or in equity.

     Section 11.11. Incorporated Schedule and Exhibits. The following Schedule and Exhibit are attached to and/or have been identified as Schedules and Exhibits to this Agreement and are incorporated in this Agreement by reference as if fully set forth herein:

     Schedule I to Operating Agreement. Schedule of Definitions.

     Exhibit A to Operating Agreement. Name and Address of Member and Capital Contribution.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth opposite their signatures, to be effective on the Effective Date.

“COMPANY”
Aztar Indiana Gaming Company, LLC
By: Aztar Indiana Gaming Corporation, Member
By:	/s/ Nelson W. Armstrong
Printed:	Nelson W. Armstrong, Jr.
Title:	Vice Presidents and Secretary
“MEMBER”
Aztar Indiana Gaming Corporation
By: Printed:	/s/ Nelson W. Armstrong Nelson W. Armstrong, Jr.
Title:	Vice Presidents and Secretary

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EX-3.36(A)

EXHIBIT 3.36(a)

AMENDMENT NO. 1 TO
OPERATING AGREEMENT FOR
AZTAR INDIANA GAMING COMPANY, LLC

     WHEREAS, Aztar Indiana Gaming Company, LLC (the “Company”) and Aztar Indiana Gaming Corporation, as the sole member of the Company (the “Original Member”), entered into an Operating Agreement for the Company, effective as of July 15, 1999 (the “Operating Agreement”).

     WHEREAS, effective as of December 31, 1999, as a result of a restructuring of the riverboat operations of Aztar Corporation, the Original Member has contributed to the capital of Aztar Riverboat Holding Company, LLC (the “New Member”) all of the Original Member’s Interest and Units in the Company.

     NOW THEREFORE, the parties agree as follows:

1.	Effective as of December 31, 1999, the Original Member is no longer a member of the Company.
2.	Effective as of December 31, 1999, the New Member shall be admitted as the sole member of the Company, the New Member shall be treated for all purposes as having contributed to the Company all of the contributions previously made by the Original Member, and the New Member shall receive credit for, and be treated for all purposes as having succeeded to, the Original Member’s Capital Account with respect to the Company.
3.	The New Member accepts and assumes all of the terms and conditions of the Operating Agreement effective as of December 31, 1999, and agrees to execute the Operating Agreement in its capacity as the sole member of the Company.
4.	Exhibit A to the Operating Agreement shall be amended as of December 31, 1999 to reflect the New Member as the sole member of the Company.

     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 this                      day of December, 1999, to be effective as of December 31, 1999.

“COMPANY”
AZTAR INDIANA GAMING COMPANY, LLC
By:	/s/ Nelson W. Armstrong
Printed:	Nelson W. Armstrong Jr.
Title:	Vice President and Secretary
“ORIGINAL MEMBER”
AZTAR INDIANA GAMING CORPORATION
By: Printed:	/s/ Nelson W. Armstrong Nelson W. Armstrong Jr.
Title:	Vice President and Secretary
“NEW MEMBER”
AZTAR RIVERBOAT HOLDING COMPANY, LLC
By:	/s/ Nelson W. Armstrong
Printed:	Nelson W. Armstrong Jr.
Title:	Vice President and Secretary

EX-3.36(B)

3.36(b)

AZTAR INDIANA GAMING COMPANY, LLC

AMENDMENT NO. 2 TO

OPERATING AGREEMENT

     This Amendment No. 2 to Operating Agreement (the “Amendment”), is made and entered into as of January 3, 2007, by and among Aztar Indiana Gaming Company, LLC, an Indiana limited liability company (the “Company”), and the parties who have executed this Agreement or a counterpart hereof agree as follows:

     1. Recitals. The parties hereto are parties to an Operating Agreement dated July 15, 1999 as amended by Amendment No. 1 dated December 31,1999 (collectively the “Agreement”). The parties hereto desire to amend the Agreement in accordance with the terms of this Agreement.

     2. Amendment. Section 3.2 is hereby replaced in its entirety by the following language:

“Section 3.2 Units Representing Membership Interest. The Interest of the Member in the Company is divided into and represented by Units. The Member’s initial number of Units is one (1), as set forth in Exhibit A, as the same shall be amended from time to time to reflect any changes in the number of Units of the Member. A Member’s interest in the Company may be evidenced by a certificate of limited liability company interest issued by the Company. Each such certificate shall set forth the number of Units issued and outstanding and the number of Units issued to the holder of the certificate, as of the date of the certificate, and shall be signed by an officer on behalf of the Company.”

AZTAR INDIANA GAMING COMPANY, LLC
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT
AZTAR RIVERBOAT HOLDING COMPANY, L.L.C.
By:	/s/ WILLIAM J. YUNG
	Name:	WILLIAM J. YUNG
	Title:	PRESIDENT

EX-3.37

EXHIBIT 3.37

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT “AZTAR DEVELOPMENT CORPORATION” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE NOT HAVING BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS.

     THE FOLLOWING DOCUMENTS HAVE BEEN FILED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF AUGUST, A.D. 1993, AT 4:15 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “AZTAR DEVELOPMENT CORPORATION”.

     AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

     AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

2348444           8310

060949426

/s/ Harriet Smith Windsor

Harriet Smith Windsor, Secretary of State

AUTHENTICATION:      5120897

DATE:      10-17-06

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AZTAR DEVELOPMENT CORPORATION” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF AUGUST, A.D. 1993, AT 4:15 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “AZTAR DEVELOPMENT CORPORATION”.

2348444           8100H

060944828

/s/ Harriet Smith Windsor

Harriet Smith Windsor, Secretary of State

AUTHENTICATION:      5115860

DATE:      10-16-06

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:15 PM 08/20/1993
932325194 — 2348444

CERTIFICATE OF INCORPORATION

OF

AZTAR DEVELOPMENT CORPORATION

     FIRST: The name of the Corporation is Aztar Development Corporation (hereinafter the “Corporation”).

     SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

     THIRD: The purpose, of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1000 shares of Common Stock, each having a par value of one penny ($.01).

     FIFTH: The name and mailing address of the Sole Incorporator is as follows:

Name	Address
Deborah M. Reusch	P.O. Box 636
	Wilmington, DE 19899

     SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

   (1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

   (2) The directors shall have concurrent power with the stockholders to make, alter,

amend, change, add to or repeal the By-Laws of the Corporation.

   (3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

   (4) No director shall be personally liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

   (5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

     SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws

2

may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

     EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a Corporation pursuant to the GCL, do make this Certificate, hereby declaring,and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 20th day of August, 1993.

/s/ Deborah M. Reusch

Deborah M. Reusch

                         Sole Incorporator

3

EX-3.38

EXHIBIT 3.38

BY-LAWS

OF

AZTAR DEVELOPMENT CORPORATION

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

          Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

          Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

          Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose

2

or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

          Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is

3

fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

          Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

          Section 6. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without

4

prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to chose stockholders who have not consented in writing.

          Section 7. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting,

5

or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

          Section 8. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

          Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected

6

and qualified, or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

          Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

          Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

          Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from

7

time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or any directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

          Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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          Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

          Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

          Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors

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of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

          Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such

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payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

          Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii)

          

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the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

          Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person,

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unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

          Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

          Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments

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relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

          Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. He shall be the Chief Executive Officer of the Corporation, and except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence

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or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

          Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of

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Directors, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

          Section 6. Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

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          Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the

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seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

          Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation,

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in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

          Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the

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Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

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ARTICLE V

STOCK

          Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

          Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

          Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact

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by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

          Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

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          Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound

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to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

          Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

          Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons

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entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

          Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

          Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

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          Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

          Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

          Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer,

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employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

          Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any

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threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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          Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

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          Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit

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in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.

          Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section

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5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

          Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

          Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent

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jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

          Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to

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indemnify him against such liability under the provisions of this Article VIII.

          Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as

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a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

          Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

          Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a

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proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

          Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

          Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock

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entitled to vote thereon or by a majority of the entire Board of Directors then in office.

          Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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EX-3.39

EXHIBIT 3.39

(STAMP)

CERTIFICATE OF INCORPORATION

of

RAMADA NEW JERSEY HOLDINGS CORPORATION

          FIRST: The name of the Corporation is Ramada New Jersey Holdings Corporation.

          SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

          FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 100 shares and the par value of each of such shares $1.00.

          FIFTH: The name and mailing address of the Sole Incorporator is as follows:

Name	Mailing Address
Vincent J. Pisano	Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022-9931

          SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

     (1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

     (2) The directors shall have concurrent power with the stockholders to make, alter,amend, change, add to or repeal the By-Laws of the Corporation.

     (3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

     (4) In addition to the powers and authority hereinbefore or by statute expressly

2

conferied upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

          SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

          EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the

3

application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the GCL’ or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the GCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/orof the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

4

          NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or thereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 5 ^th day of September, 1984.

/s/ Vincent J. Pisano Vincent J. Pisano

5

EX-3.39(A)

EXHIBIT 3.39(a)

[STAMP]

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

OF

RAMADA NEW JERSEY HOLDINGS CORPORATION

          I, the undersigned, being the sole incorporator of RAMADA NEW JERSEY HOLDINGS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”)

          DO HEREBY CERTIFY:

          FIRST: That Article Fourth of the Certificate of Incorporation be and it hereby is amended to read in its entirety as follows:

          “A. General Authorization

          The total number of shares of stock which the Corporation shall have authority to issue is fourteen million (14,000,000) shares, consisting of:

          1. six million (6,000,000) shares of Common Stock, par value $.001 per share, each of which shall be entitled, prior to January 4, 1991, to 12.67 votes, and, on and after January 4, 1991, to one vote, on all matters to be voted on by stockholders of the Corporation;

          2. four million (4,000,000) shares of a class of Preferred Stock designated as Convertible Class A

Preferred Stock, par value $.001 per share, having the relative rights and preferences set forth below; and

          3. four million (4,000,000) shares of a class of Preferred Stock designated as Class B Preferred Stock, par value $.001 per share, having the relative rights and preferences set forth below.

          B. Convertible Class A Preferred

          1. The holder of each share of Convertible Class A Preferred Stock shall be entitled, when, as and if declared by the Board of Directors out of funds legally available therefor, to annual, noncumulative dividends in an amount which is equal to all cash dividends paid on each share of the Corporation’s Common Stock in the same time period. No dividends may be declared or paid on the Common Stock unless, at least concurrently therewith, dividends are declared or paid, respectively, on the Convertible Class A Preferred Stock.

          2. Upon any liquidation, dissolution or winding up of the Corporation, each holder of an outstanding share of Convertible Class A Preferred Stock shall be entitled to receive, before any distribution or payment is made upon any Common Stock, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to $1.35, plus any accrued and unpaid dividends. Following receipt of such payment, the holders of the Convertible Class A Preferred Stock shall be entitled to receive a proportionate share of any further distribution to stockholders, based on the number of shares or Preferred Stock and Common Stock outstanding.

          3. (a) The Corporation may, at the option of the Board of Directors exercisable at any time on or after April 1, 1990 and before October 1, 1990, redeem all of the outstanding Convertible Class A Preferred Stock on January 4, 1991. Notice of redemption of the Convertible Class A Preferred Stock shall be mailed by first-class mail to each holder of record of such shares not less than 30 nor more than 60 days prior to the date fixed for payment and shall specify the calculations used in determining the redemption price and the method of payment.

2

               (b) The redemption price for each share of Convertible Class A Preferred Stock shall be an amount equal to not less than $3.50 per share or more than $9.00 per share, the exact price to be determined by reference to a formula to be set forth in an amendment to this Certificate of Incorporation before any shares of Convertible Class A Preferred Stock may be offered to the public.

               (c) The Corporation shall have the right, at the option of the Board of Directors, to pay the redemption price in cash or notes or any combination thereof, with any such notes to bear interest from January 1, 1991 to maturity, at an interest rate equal (at the option of the Board of Directors) to either a fixed rate equal to the prime rate of Bankers Trust Company of New York on January 1, 1991 or a floating rate, with each quarterly interest rate to be based on the prime rate of Bankers Trust Company of New York on the first day of each such quarter. Interest on the notes shall be payable quarterly in arrears, commencing March 31, 1991, with principal due in equal quarterly installments beginning March 31, 1991 so as to fully amortize the principal amount by December 31, 1994. The notes will, however, be due on October 31, 1994, at which time all outstanding principal and interest shall be due and payable. The notes may be prepaid at any time without penalty and must be guaranteed by Ramada Inns, Inc. or its successor.

          4. Each share of Convertible Class A Preferred Stock outstanding shall automatically be converted into one share of Class B Preferred Stock as of the close of business on January 4, 1991.

          5. Every registered holder of Convertible Series A Preferred Stock shall be entitled to vote at all meetings of stockholders and shall have one vote per share, such votes to be counted together with those of any other holders of shares of capital stock of the Corporation having general voting powers and not separately as a class or group, except as provided below or as required by law.

          The Corporation shall not sell, lease or otherwise transfer or dispose of all or substantially all of its assets, voluntarily dissolve or liquidate, or increase the number of authorized shares of Convertible Class A Preferred Stock, without the approval of the

3

holders of a majority of the outstanding Convertible Class A Preferred Stock, voting as a class.

          C. Class B Preferred

          1. Holders of shares of Class B Preferred Stock shall be entitled, when, as and if declared by the Board of Directors out of funds legally available therefor, to annual dividends equal in the aggregate to $1,080,000, payable quarterly commencing March 31, 1991. Dividends on the Class B Preferred Stock shall be cumulative from January 4, 1991. Accruals of dividends shall not bear interest. Thereafter, holders of Class B Preferred Stock shall be entitled to 40% of any additional dividends declared by the Board of Directors on the Corporation’s capital stock. No dividends may be declared or paid on the Common Stock unless payment of preferred dividends on the Class A Preferred Stock has been made or funds have been set aside for such purpose.

          2. Upon any liquidation, dissolution or winding up of the Corporation, each holder of an outstanding share of Class B Preferred Stock shall be entitled to receive, before any distribution or payment is made upon any Common Stock, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to $1.35, plus any accrued and unpaid dividends. Following receipt of such payment, the holders of the Class B Preferred Stock shall be entitled to receive as a class 40% of any other distributions by the Corporation on its capital stock.

          3. The Class B Preferred Stock is not redeemable.

          4. The Class B Preferred Stock may only be issued in exchange for any outstanding shares of Convertible Class A Preferred Stock on January 4, 1991.

          5. Every registered holder of Class A Preferred Stock shall be entitled to vote at all meetings of stockholders and shall have one vote per share, such votes to be counted together with those of any other holders of shares of capital stock of the Corporation having general voting powers and not separately as a class or group, except as provided below or as required by law.

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          The Corporation shall not sell, lease or otherwise transfer or dispose of all or substantially all of its assets, voluntarily dissolve or liquidate, increase the number of authorized shares of Class B Preferred Stock or declare or pay a dividend on the Common Stock, without the approval of the holders of a majority of the outstanding Class B Preferred Stock, voting as a class.”

          SECOND: That the Corporation has not received any payment for any of its stock, and the directors of the Corporation were not named in the original Certificate of Incorporation and have not yet been elected.

          THIRD: That the amendment was duly adopted in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delware.

          IN WITNESS WHEREOF, Ramada New Jersey Holdings Corporation has caused this Certificate of Amendment to its Certificate of Incorporation to be executed on its behalf by Vincent J. Pisano, its Sole Incorporator, this [ILLEGIBLE] day of September, 1984.

RAMADA NEW JERSEY HOLDINGS       CORPORATION
By:	/s/ Vincent J. Pisano Vincent J. Pisano
	Sole Incorporator

5

EX-3.39(B)

EXHIBIT 3.39(b)

(STAMP)

(ILLEGIBLE)

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

     (ILLEGIBLE)

          RAMADA NEW JERSEY HOLDINGS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

          DOES HEREBY CERTIFY:

          FIRST: That by writter consent of the Board of Directors of the Corporation resolutions were duly adopted setting forth proposed amendments to the Certificate of Incorporation of the Corporation and ordering that such proposed amendments be submitted to the stockholders of the Corporation for their consideration. The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended so that Article Fourth of the Certificate of Incorporation read in its entirety as follows:

          “A. General Authorization

          The total number of shares of stock which the Corporation shall have authority to issue is fourteen million (14,000,000) shares, consisting of:

          1. six million (6,000,000) shares of Common Stock, par value $.001 per share, each of which shall be entitled, prior to January 4, 1991, to 12.67 votes, and,

on and after January 4, 1991, to one vote, on all matters to be voted on by stockholders of the Corporation;

          2. four million (4,000,000) shares of a class of Preferred Stock designated as Convertible Class A Preferred Stock, par value $.001 per share, having the relative rights and preferences set forth below; and

          3. four million (4,000,000) shares of a class of Preferred Stock designated as Class B Preferred Stock, par value $.001 per share, having the relative rights and preferences set forth below.

          B. Convertible Class A Preferred

          1. The holder of each share of Convertible Class A Preferred Stock shall be entitled, when, as and if declared by the Board of Directors out of funds legally available therefor, to annual, noncumulative dividends in an amount which is equal to all cash dividends paid on each share of the Corporation’s Common Stock in the same time period. No dividends may be declared or paid on the Common Stock unless, at least concurrently therewith, dividends are declared or paid, respectively, on the Convertible Class A Preferred Stock.

          2. Upon any liquidation, dissolution or winding up of the Corporation, each holder of an outstanding share of Convertible Class A Preferred Stock shall be entitled to receive, before any distribution or payment is made upon any Common Stock, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to $1.35 per share, plus any accrued and unpaid dividends. Following receipt of such payment, the holders of the Convertible Class A Preferred Stock shall be entitled to receive a proportionate share of any further distribution to stockholders, based on the number of shares of Preferred Stock and Common Stock outstanding.

          3. (a) The Corporation may, at the option of the Board of Directors exercisable at any time on or after April 1, 1990 and before October 1, 1990, redeem all but not less than all of the outstanding Convertible Class A Preferred Stock effective as of January 4, 1991. Notice of redemption of the Convertible Class A Preferred Stock shall be mailed by first-class mail to each holder of record of such shares not less than 30 nor more than

2

60 days prior to the date fixed for payment and shall specify the calculations used in determining the redemption price and the method of payment.

               (b) The redemption price for each share of Convertible Class A Preferred Stock shall be an amount equal to the greater of (i) the product obtained by multiplying (A) the amount equal to the Corporation’s average annual Adjusted Consolidated Earnings for the four fiscal years with the highest Adjusted Consolidated Earnings occurring in the six fiscal years 1985 through 1990 inclusive, by (B) 7.5, the product of which would then be divided by 10,000,000; or (ii) the product obtained by multiplying (A) the amount equal to the sum of (1) $13,500,000 plus (2) the amount equal to the Corporation’s Adjusted Consolidated Earnings for the four fiscal years with the highest Adjusted Consolidated Earnings between the six fiscal years 1985 through 1990 inclusive, by (B) l.5. the product of which would then be divided by 10,000,000. However, the aggregate redemption price for the Convertible Class A Preferred Stock will not be less than $14,000,000 nor more than $30,000,000 except in the event that the Tropicana Hotel and Casino shall have been expanded and such expansion shall be operated by a sub-sidiary of the Corporation, in accordance with agreements of the Corporation existing at the date the Convertible Class A Preferred Stock is issued to the public, in which event the aggregate redemption price shall not exceed $36,000,000.

               Adjusted Consolidated Earnings means the consolidated tax basis earnings ,of the Corporation without regard to any provision for or payment of income taxes, franchise taxes or reinvestment taxes or charges relating to any New Jersey reinvestment obligations, plus amortization of the pre-opening costs of the Tropicana Hotel and Casino.

               (c) The Corporation shall have the right, at the option of the Board of Directors, to pay the redemption price effective as of January 4, 1991 in cash or notes or any combination thereof, with any such notes to bear interest from January 1, 1991 to maturity, at an interest rate equal (at the option of the Board of Directors) to either a fixed rate equal to the prime rate of Bankers Trust Company of New York on January 1, 1991 or a floating rate, with each quarterly interest rate to be based on the prime rate of Bankers Trust Company of New

3

York on the first day of each such quarter, or if Bankers Trust Company of New York is not then in existance, the prime rate of the lead lender to Ramada Inns, Inc. or, if no rate shall be announced by Bankers Trust Company of New York or such lead lending bank as its prime rate, shall be the rate charged by such bank to its best commercial customers on 90 day unsecured commercial loans. Interest on the notes shall be payable quarterly in arrears, commencing March 31, 1991, with principal due in equal quarterly installments beginning March 31, 1991 so as to fully amortize the principal amount by December 31. 1994. The notes will, however, be due on October 31, 1994, at which time all outstanding principal and interest shall be due and payable. The notes may be prepaid at any time without penalty and must be guaranteed by Ramada Inns, Inc. or its successor.

          4. Each share of Convertible Class A Preferred Stock outstanding as of the close of business on January 4, 1991 shall automatically be converted into one share of Class B Preferred Stock at such time.

          5. Every registered holder of Convertible Class A Preferred Stock shall be entitled to vote at all meetings of stockholders and shall have one vote per share, such votes to be counted together with those of any other holders of shares of capital stock of the Corporation having general voting powers and not separately as a class or group, except as provided below or as required by law and except that, unless Ramada Inns, Inc. and its affiliates are record owners of at least 67% of the Convertible Class A Preferred Stock outstanding, any shares of Convertible Class A Preferred Stock owned by Ramada Inns, Inc. and its affiliates shall be voted only in the same proportion as the votes of all other shares of Convertible Class A Preferred Stock on any matter which would alter the rights of holders of Convertible Class A Preferred Stock and on any proposal to increase the number of authorized shares of Convertible Class A Preferred Stock.

          The Corporation shall not sell, lease or otherwise transfer or dispose of all or substantially all of its assets, voluntarily dissolve or liquidate, or increase the number of authorized shares of Convertible Class A Preferred Stock, without the approval of the holders of a majority of the outstanding Convertible Class A Preferred Stock, voting as a class.

4

          C. Class B Preferred

          1. Holders of shares of Class B Preferred Stock shall be entitled, when, as and if declared by the Board of Directors out of funds legally available therefor, to annual dividends equal in the aggregate to $1,080,000, payable quarterly commencing March 31, 1991. Dividends on the Class B Preferred Stock shall be cumulative from January 4, 1991. Accruals of dividends shall not bear interest. Thereafter, holders of Class B Preferred Stock shall be entitled to 40% of any additional dividends declared by the Board of Directors on the Corporation’s capital stock. No dividends may be declared or paid on the Common Stock unless payment of preferred dividends on the Class B Preferred Stock has been made or funds have been set aside for such purpose.

          2. Upon any liquidation, dissolution or winding up of the Corporation, each holder of an outstanding share of Class B Preferred Stock shall be entitled to receive, before any distribution or payment is made upon any Common Stock, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to $1.35 per share, plus any accrued and unpaid dividends. Following receipt of such payment, the holders of the Class B Preferred Stock shall be entitled to receive as a class 40% of any other distributions by the Corporation on its capital stock.

          3. The Class B Preferred Stock is not redeemable.

          4. The Class B Preferred Stock may only be issued in exchange for any shares of Convertible Class A Preferred Stock outstanding on January 4, 1991.

          5. Every registered holder of Class B Preferred Stock shall be entitled to vote at all meetings of stockholders and shall have one vote per share, such votes to be counted together with those of any other holders of shares of capital stock of the Corporation having general voting powers and not separately as a class or group, except as provided below or as required by law and except that, unless Ramada Inns, Inc. and its affiliates are the record owners of at least 67% of the Class B Preferred Stock outstanding, any shares of Class B Preferred Stock owned by Ramada Inns, Inc. and its affiliates shall be voted only in the same proportion as

5

the votes of all other shares of Class B preferred Stock on any matter which would alter the rights of holders of Class B Preferred Stock and on any proposal to increase the number of authorized shares of Class B Preferred Stock.

          The Corporation shall not sell, lease or otherwise transfer or dispose of all or substantially all of its assets, voluntarily dissolve or liquidate, increase the number of authorized shares of Class B Preferred Stock or declare or pay a dividend on the Common Stock, without the approval of the holders of a majority of the outstanding Class B Preferred Stock, voting as a class.”

          FURTHER RESOLVED, that the Certificate of Incorporation of this Corporation be further amended by the addition thereto of an Article Tenth which shall read in its entirety as follows:

          “No stockholder other than Ramada Inns, Inc. (“Ramada”) or any affiliate of Ramada that is licensed or qualified under the Casino Control Act of New jersey, Public Law 1977, Chapter 110, as the same may be hereafter amended, (the “Control Act”) may hold, either directly or beneficially, more than 4.9% of the shares of any class of the Corporation, or any other interest in the Corporation, without the prior approval of the New Jersey Casino Control Commission.

          If at any time the New Jersey Casino Control Commission finds that a holder of any shares of the Corporation or other interests in the Corporation (such shares and interests are collectively referred to herein as “Securities”) must obtain a ‘license pursuant to the provisions of the Control Act to continue to hold the Securities of the Corporation and such holder (i) does not obtain a license, (ii) cannot obtain an exemption from licensing and is unable or unwilling to obtain a license, or (iii) is found unsuitable to hold the Securities, the Board of Directors shall have the power, at its option, (a) to purchase any or all of the holder’s Securities at a price equal to the lesser of the then book value or the original issue price of such Securities and (b) to refuse to register the transfer of such Securities to such holder. If at any time the New Jersey Casino Control Commission (i) finds that a holder of Securities is unsuitable to hold such Securities, (ii) denies renewal of a license of such holder or (iii) withdraws an exemption from licensing of such holder and such holder refuses to apply for, or is denied a license, such holder shall immediately tender his Securities for sale to the

6

Corporation, at a price equal to the lesser of the then book value or the original issue price of such Securities, or shall immediately sell his Securities to another suitable person. if the foregoing provision, or any portion thereof, is determined to be unenforceable in any instance, such a determination does not make this provision, or any portion thereof, void. If the foregoing provision, or any portion thereof, is found to be void by virtue of any legal decision, statute, rule or regulation, then the board of Directors shall promptly adopt resolutions that in its opinion best effect the purposes of this Paragraph, and which would not be found void and propose to the stockholders an amendment to this Certificate of Incorporation implementing the provisions suggested in such resolutions.

          Every Security issued by the Corporation shall bear, on both sides of the certificate evidencing such interest, a statement of restrictions imposed by N.J.S.A. 5:12-105.

          This Certificate of Incorporation includes and incorporates by reference all provisions required by the Casino Control Act as it may be amended from time to time.”

          SECOND: That thereafter, pursuant to the written consent of the stockholders of the Corporation without a meeting, the proposed amendment was adopted.

RAMADA NEW JERSEY HOLDINGS CORPORATION
By	(ILLEGIBLE)
	President

(SEAL)

[ILLEGIBLE]

Asst. Secretary

Dated: November 14, 1984

7

EX-3.39(C)

EXHIBIT 3.39(c)

(STAMP)

CERTIFICATE OF CORRECTION FILED TO
CORRECT A CERTAIN ERROR IN THE
CERTIFICATE OF AMENDMENT OF RAMADA
NEW JERSEY HOLDINGS CORPORATION
FILED IN THE OFFICE OF THE SECRETARY
OF STATE OF THE STATE OF DELAWARE ON
NOVEMBER 20, 1984, AND RECORDED IN
THE OFFICE OF THE RECORDER OF DEEDS
FOR NEW CASTLE COUNTY, DELAWARE,
ON NOVEMBER 21, 1984

     RAMADA NEW JERSEY HOLDINGS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     1. The name of the Corporation is Ramada New Jersey Holdings Corporation.

     2. A Certificate of Amendment was filed with the Secretary of State of the State of Delaware on November 20, 1984, and recorded in the Office of the Recorder of Deeds of New Castle County on November 21, 1984, and that said Certificate requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.

     3. The inaccuracy of said Certificate to be corrected is as follows: the formula for calculating the redemption price for the Convertible Class A Preferred Stock was misstated.

     4. Article Fourth of the Certificate is hereby corrected to read as follows:

     “A. General Authorization

     The total number of shares of stock which the Corporation shall have authority to issue is fourteen million (14,000,000) shares, consisting of:

     1. six million (6,000,000) shares of Common Stock, par value $.001 per share, each of which shall be entitled, prior to January 4, 1991, to 12.67 votes, and, on and after January 4, 1991, to one vote, on all matters to be voted on by stockholders of the Corporation;

     2. four million (4,000,000) shares of a class of Preferred Stock designated as Convertible Class A Preferred Stock, par value $.001 per share, having the relative rights and preferences set forth below; and

     3. four million (4,000,000) shares of a class of Preferred Stock designated as Class B Preferred Stock, par value $.001 per share, having the relative rights and preferences set forth below.

     B. Convertible Class A Preferred

     1. The holder of each share of Convertible Class A Preferred Stock shall be entitled, when, as and if declared by the Board of Directors out of funds legally available therefor, to annual, noncumulative dividends in an amount which is equal to all cash dividends paid on each share of the Corporation’s Common Stock in the same time period. No dividends may be declared or paid on the Common Stock unless, at least concurrently therewith, dividends are declared or paid, respectively, on the Convertible Class A Preferred Stock.

     2. Upon any liquidation, dissolution or winding up of the Corporation, each holder of an outstanding share of Convertible Class A Preferred Stock shall be entitled to receive, before any distribution or payment is made upon any Common Stock, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to $1.35 per share, plus any accrued and unpaid dividends. Following receipt of such payment, the holders of the Convertible Class A Preferred Stock shall be entitled to receive a proportionate share of any further distribution to stockholders, based on the number of shares of Preferred Stock and Common Stock outstanding.

2

     3. (a) The Corporation may, at the option of the Board of Directors exercisable at any time on or after April 1, 1990 and before October 1, 1990, redeem all but not less than all of the outstanding Convertible Class A Preferred Stock effective as of January 4, 1991. Notice of redemption of the Convertible Class A Preferred Stock shall be mailed by first-class mail to each holder of record of such shares not less than 30 nor more than 60 days prior to the date fixed for payment and shall specify the calculations used in determining the redemption price and the method of payment.

          (b) The redemption price for each share of Convertible Class A Preferred Stock shall be an amount equal to the greater of (i) the product obtained by multiplying (A) the amount equal to the Corporation’s average annual Adjusted Consolidated Earnings for the four fiscal years with the highest Adjusted Consolidated Earnings occurring in the six fiscal years 1985 through 1990 inclusive, by (B) 7.5, the product of which would then be divided by 10,000,000; or (ii) the product obtained by multiplying (A) the amount equal to the sum of (1) 14,000,000 plus (2) the amount equal to the Corporation’s Adjusted Consolidated Earnings for the four fiscal years with the highest Adjusted Consolidated Earnings between the six fiscal years 1985 through 1990 inclusive, by (B) 2.0, the product of which would then be divided by 10,000,000. However, the aggregate redemption price for the Convertible Class A Preferred Stock will not be less than $14,000,000 nor more than $30,000,000 except in the event that the Tropicana Hotel and Casino shall have been expanded and such expansion shall be operated by a subsidiary of the Corporation, in accordance with agreements of the Corporation existing at the date the Convertible Class A Preferred Stock is issued to the public, in which event the aggregate redemption price shall not exceed $36,000,000.

          Adjusted Consolidated Earnings means the consolidated tax basis earnings of the Corporation without regard to any provision for or payment of income taxes, franchise taxes or reinvestment taxes or charges relating to any New Jersey reinvestment obligations, plus amortisation of the pre-opening costs of the Tropicana Hotel and Casino.

          (c) The Corporation shall have the right, at the option of the Board of Directors, to pay the redemption price effective as of January 4, 1991 in cash or notes or any combination thereof, with any such notes to bear interest from January 1, 1991 to maturity, at an interest rate equal (at the option of the Board of Directors) to either a

3

fixed rate equal to the prime rate of Bankers Trust Company of New York on January 1, 1991 or a floating rate, with each quarterly interest rate to be based on the prime rate of Bankers Trust Company of New York on the first day of each such quarter, or if Bankers Trust Company of New York is not then in existence, the prime rate of the lead lender to Ramada Inns, Inc. or, if no rate shall be announced by Bankers Trust Company of New York or such lead lending bank as its prime rate, shall be the rate charged by such bank to its best commercial customers on 90 day unsecured commercial loans. Interest on the notes shall be payable quarterly in arrears, commencing March 31, 1991, with principal due in equal quarterly installments beginning March 31, 1991 so as to fully amortize the principal amount by December 31, 1994. The notes will, due and payable. The notes may be prepared at any time without penalty and must be guaranteed by Ramada Inns, Inc. or its successor.

     4. Each share of Convertible Class A Preferred Stock outstanding as of the close of business on January 4,1991 shall automatically be converted into one share of Class B Preferred Stock at such time.

     5. Every registered holder of Convertible Class A Preferred Stock shall bo entitled to vote at all meetings of stockholders and shall have one vote per share, such votes to be counted together with those of any other holders of shares of capital stock of the Corporation having general voting powers and not separately as a class or group, except as provided below or as required by law and except that, unless Ramada Inns, Inc. and its affiliates are record owners of at least 67% of the Convertible Class A Preferred Stock outstanding, any shares of Convertible Class A Preferred Stock owned by Ramada Inns, Inc. and its affiliates shall be voted only in the same proportion as the votes of all other shares of Convertible Class A Preferred Stock on any matter which would alter the rights of holders of Convertible Class A Preferred Stock and on any proposal to increase the number of authorized shares of Convertible Class A Preferred Stock.

     The Corporation shall not sell, lease or otherwise transfer or dispose of all or substantially all of its assets, voluntarily dissolve or liquidate, or increase the number of authorized shares of Convertible Class A Preferred Stock, without the approval of the holders of the a majority of the outstanding Convertible Class A Preferred Stock, voting as a class.

4

     C. Class B Preferred

     1. Holders of shares of Class B Preferred Stock shall be entitled, when, as and if declared by the Board of Directors out of funds legally available therefor, to annual dividends equal on the aggregate to $1,080,000, payable quarterly commencing March 31, 1991. Dividends on the Class B B Preferred Stock shall be cumulative from January 4, 1991. Accruals of dividends shall not bear interest. Thereafter, holders of Class B Preferred Stock shall be entitled to 40% of any additional dividends declared by the Board of Directors on the Corporation’s capital stock. No dividends may be declared or paid on the Common stock unless payment of preferred dividends on the Class B Preferred Stock has been made or funds have been set aside for such purpose.

     2. Upon any .liquidation, dissolution or winding up of the Corporation, each holder of an outstanding share of Class B Preferred Stock shall be entitled to receive, before any distribution or payment is made upon any Common Stock, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to $1.35 per share, plus any accrued and unpaid dividends. Following receipt of such payment, the holders of the Class B Preferred Stock shall be entitled to receive as a class 40% of any other distributions by the Corporation on its capital stock.

     3. The Class B Preferred Stock is not redeemable.

     4. The Class B Preferred Stock may only be issued in exchange for any shares of Convertible Class A Preferred Stock outstanding on January 4, 1991.

     5. Every registered holder of Class B Preferred Stock shall be entitled to vote at all meetings of stockholders and shall have one vote per share, such votes to be counted together with those of any other holders of shares of capital stock of the Corporation having general voting powers and not separately as a class or group, except as provided below or as required by law and except that, unless Ramada Inns, Inc. and its affiliates are the record owners of at least 67% of the Class B Preferred Stock outstanding, any shares of Class B Preferred Stock owned by Ramada Inns, Inc. and its affiliates shall be voted only in the same proportion as the votes of all other shares of Class B Preferred stock on any matter which would alter the rights of holders of Class B Preferred Stock and on any proposal to

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(ILLEGIBLE)

     The Corporation shall not sell, lease or otherwise transfer or dispose of all or substantially all of its assets, voluntarily dissolve or liquidate, increase the number of authorized shares of Class B Preferred Stock or declare or pay a dividend on the Common Stock, without the approval of the holders of a majority of the outstanding Class B Preferred Stock, voting as a class.”

     IN WITNESS WHEREOF, said RAMADA NEW JERSEY HOLDINGS CORPORATION has caused this Certificate to be signed by Thomas E. Martin, its Vice President, and attested by John G. Drumm, its Assistant Secretary, this 29th day of April, 1985.

RAMADA NEW JERSEY HOLDINGS CORPORATION
By:	/s/ Thomas E. Martin
	Thomas E. Martin
	Vice President

ATTEST:

/s/ John G. Drumm

John G. Drumm

Assistant Secretary

(SEAL)

6

EX-3.39(D)

EXHIBIT 3.39(d)

[ILLEGIBLE]

DIVISION OF CORPORATIONS
FILED 11:45 AM 09/24/1991
912675174 — 2043560

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

RAMADA NEW JERSEY HOLDINGS CORPORATION

Pursuant to Section 228 and 242 of the
General Corporation Law of the State of Delaware

          Ramada New Jersey Holdings Corporation, a Delaware corporation (the “Corporation”), does hereby certify as follows:

          FIRST: Article FOURTH of the Certificate of incorporation of the Corporation is hereby amended to read in its entirety as follows:

               “FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $.001 par share.”

          SECOND: Immediately upon the filing of this Certificate of Amendment, all of the outstanding shares of Common Stock, par value $.001 per share (the “Common Stock”), of the Corporation shall, without any action on the part of the holder thereof or the Corporation, be

converted into and become one thousand (1,000) fully paid and nonassessible shares of Common Stock.

          THIRD: This Amendment has been duly adopted in accordance with the provision of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, Ramada New Jersey Holdings Corporation has caused this Certificate of Amendment to be executed in its corporate name this 12th day of September, 1991.

RAMADA NEW JERSEY HOLDINGS     CORPORATION
By:	/s/ Robert M. Haddock
	Name: Robert M. Haddock
	Title: Vice President

ATTEST:	/s/ Nelson W. Armstrong
	Name: Nelson W. Armstrong, Jr.
	Title: Secretary

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EX-3.40

EXHIBIT 3.40

BY-LAWS

OF

RAMADA NEW JERSEY HOLDINGS CORPORATION

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

          Section 1. Registered Office. The registered office of the Corporation shall be c/o CT Corporation System, 1209 Orange St., Wilmington, State of Delaware.

          Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

          Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or

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purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

          Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a

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notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

          Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast the number of votes per share which is specified in the Certificate of Incorporation. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

          Section 6. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing,

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setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

          Section 7. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list

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shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

          Section 8. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

          Section 1. Number and Election of Directors. The Board of Directors initially shall consist of three directors and, upon issuance of any shares of Class B Preferred Stock authorized in the Certificate of Incorporation, shall consist of five members. Notwithstanding anything contained in these By-Laws to the contrary, the provisions of this Article III, Section 1 may be revised only With the consent of the holders of a majority of the Corporation’s Preferred Stock, if any, outstanding, voting as a class. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each

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director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

          Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

          Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

          Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held

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without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or any two directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

          Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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          Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

          Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

          Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors

9

of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

          Section 9. Compensation. The directors may be paid their out-of-pocket expenses, if any, of attendance at each meeting of the Board of Directors, but no compensation shall be paid to directors for acting as directors. Nothing herein, however, shall preclude any director

10

from serving the Corporation in any other capacity and receiving compensation therefor. Notwithstanding anything contained in these By-Laws to the contrary, the provisions of this Article III, Section 9 may be revised only with the consent of the holders of a majority of the Corporation’s Preferred Stock, if any, outstanding, voting as a class.

          Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority

11

of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

          Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless other-

12

wise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation. The officers of the Corporation shall not be paid any compensation for acting as such by the Corporation. Notwithstanding anything contained in these By-Laws to the contrary, the provisions of this Article IV, Section 1 may be revised only with the consent of the holders of a majority of the Corporation’s Preferred Stock, if any, outstanding, voting as a class.

          Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall held office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the

13

Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

          Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

          Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. He shall be the Chief Executive

14

Officer of the Corporation, and except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

          Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute

15

documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

          Section 6. Vice-Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice-President or the Vice-Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-president shall perform such other duties and have such other powers, as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice-President, the Board of Directors shall designate the

16

officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

          Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secre-

17

tary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

          Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer

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and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice-President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

          Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned

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to them by the Board of Directors, the President, any Vice-President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

          Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

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ARTICLE V

STOCK

          Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice-President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

          Section 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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          Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

          Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

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          Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound

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to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

          Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

          Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stared therein, shall be deemed equivalent thereto.

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ARTICLE VII

GENERAL PROVISIONS

          Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the. Board of Directors may modify or abolish any such reserve.

          Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

          Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

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          Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

          Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such

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action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that unless otherwise specifically agreed in any instance, no such payment shall be made in respect of any liability of a general partner of any general partnership for his individual interest in such partnership. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

          Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the

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right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person, shall have been adjudged to be liable for negligence-or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

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          Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

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          Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed

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to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.

          Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwith-standing the absence of any determination thereunder, any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application.

          Section 6. Expenses Payable in Advance. Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the

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Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article VIII.

          Section 7. Non-exclusivity and Survival of Indemnification. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VIII but whom the Corporation. has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of

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Delaware, or otherwise. The indemnification provided by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

          Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

          Section 9. Meaning of “Corporation” for Purposes of Article VIII. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and

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authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE IX

AMENDMENTS

          Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of

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Directors then in office, except as provided elsewhere herein.

          Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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EX-3.41

EXHIBIT 3.41

STATE OF NEW JERSEY DEPARTMENT OF TREASURY FILING CERTIFICATION (CERTIFIED COPY)

ATLANTIC- DEAUVILLE INC.

I, the Treasurer of the State of New Jersey, do hereby certify, that the above named business did file and record in this department the below listed document(s) and that the foregoing is a true copy of the Certificate of Incorporation as the same is taken from and compared with the original(s) filed in this office on the date set forth on each instrument and now remaining on file and of record in my office.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal at Trenton, this 16th day of October, 2006

/s/ Bradley Abelow

Bradley Abelow

State Treasurer

	ATLANTIC-DEAUVILLE INC.
	CERTIFICATE OF INCORPORATION
	We, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the Revised Statutes of New Jersey, Title 11 Corporations, General, do hereby certify as follows:
Name.	I. The corporate name is ATLANTIC-DEAUVILLE INC.
Registered Office.	II. The registered office of the corporation is The Deauville Hotel, Atlantic City, Atlantic County, New Jersey. [ILLEGIBLE]
Principal Objects.	III. The objects for which the corporation is established are primarily:
	To purchase, lease, build, construct, establish, maintain, conduct, operate, manage, let, license and otherwise turn to account, cabins, camps, cottages, motor courts, motels, inns, hotels, lodges and other facilities for the housing, lodging, accommodations and convenience of motor travelers, motor vacationists, tourists and others, and to carry on any business connected therewith.
	To establish, maintain, operate, lease, let and otherwise turn to account night clubs, cabarets, restaurants, lunch counters, booths, shops and other establishments for the manufacture, sale, dispensing and distribution of food, liquors, both alcoholic and non-alcoholic, refreshments, cigars, cigarettes, candy, novelties, souvenirs and kindred wares and merchandise.
	To establish, maintain, operate, lease, let and otherwise turn to account garages, service stations and other facilities for the parking, storing, repairing, caring for and servicing of automobiles, motor trucks and airplanes; and dealing in and supplying gasoline, oil and other supplies and equipment incidental to the operation of automobiles, motor trucks and airplanes.
	To acquire, by purchase, lease or otherwise, and to hold, own, use, mortgage, lease, rent, deal in or otherwise turn to account, any real estate, buildings, machinery, tools, equipment, goods, wares and merchandise used in any way in connection with the foregoing objects or otherwise.

Subsidiary Purposes and Powers.	As subsidiary to and in connection with the foregoing from time to time the corporation may:
	Manufacture, purchase or otherwise acquire goods, wares, merchandise and personal property of every class and description, and hold, own, mortgage, sell or otherwise dispose of, trade, deal in and deal with the same.
	Acquire and undertake the good-will, property, rights, franchises, contracts and assets of every manner and kind and the liabilities of any person, firm, association or corporation, either wholly or in part, and pay for the same in cash, stock or bonds of the corporation, or otherwise.
	Enter into, make, perform and carry out contracts of every kind and for any lawful purpose with any person, firm, association or corporation.
	Issue bonds, debentures or obligations of the corporation, and at the option of the corporation to secure the same by mortgage, pledge, deed of trust or otherwise.
	Acquire, hold, use, sell, assign, lease, grant, licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patents, patent rights, licenses and privileges, inventions, improvements and processes, trade-marks and trade names, relating to or useful in connection with any business of the corporation.
	Hold, purchase or otherwise acquire, sell, assign, transfer, mortgage pledge or otherwise dispose of shares of the capital stocks and bonds, debentures or other evidences of indebtedness created by other corporation or corporations, and, while the holder thereof, exercise all the rights and privileges of ownership, including the right to vote thereon.
	Purchase, hold and reissue the shares of its capital stock, its bonds or other securities.
	Remunerate any person or corporation for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing or underwriting of any of the shares of stock of the corporation, or any debentures, bonds or other securities of the corporation, or in or about the formation or promotion of the corporation, or in the conduct of its business.
	With a view to the working and development of the properties of the corporation, and to effectuate, directly or indirectly, its objects and purposes, or any of them, the corporation may, in the discretion of the directors, from time to time carry on any other lawful business, manufacturing or otherwise, to any extent and in any manner not unlawful.
	The corporation may conduct business in the State of New Jersey and elsewhere, including any of the states, territories, colonies or dependencies of the United States, the District of Columbia, and any and all foreign countries, have one or more offices therein, and therein to hold, purchase, mortgage, lease, let and convey real and personal property, except as and when forbidden by local laws.
	The foregoing clauses shall be construed both as objects and powers, but no recitation, expression or declaration of specific or special powers or purposes herein enumerated shall be deemed to be exclusive; but it is hereby expressly declared that all other lawful powers not inconsistent therewith are hereby included.
Capital Authorized.	IV. The corporation is authorized to issue capital stock to the extent of Twenty-five Hundred (2500) shares without par value.
	The shares of capital stock without nominal or par value, may be issued from time to time for such consideration as may be fixed and determined from time to time by the Board of Directors, and any and all such shares so issued when the consideration thereof, fixed by the Board of Directors, has been fully paid or delivered, shall be full paid stock and not liable to any further call or assessment thereon.

Capital Subscribed.	V. The names and post-office address of the incorporators and the number of shares subscribed for by each, being the amount of capital stock with which this corporation will commence business, are as follows:
	Name	Address	No. of shares
	Ira S. Pimm, Jr.	926 Land Title Bldg. Philadelphia, Pa.		8
	Charles A. Adami	926 Land Title Bldg. Philadelphia, Pa.		1
	Standish P. Hansell	926 Land Title Bldg. Philadelphia, Pa.		1
Limitation on Stock- holders’ power to examine Stock and Transfer Books.	VI. The corporation shall keep at its registered office in this State the transfer Books, in which the transfers of stock shall be registered, and the stock books, which shall contain the names and addresses of the stockholders and the number of shares held by them respectively, which shall at all times during the usual hours for business be open to the inspection of a stockholder in person with respect to his interest as such stockholder, or for a purpose germane to his status as such, upon application in writing to the registered agent of the corporation in charge of such office and having the custody of [ILLEGIBLE] books, but the registered agent may refuse to permission of any stockholder to examine the same(except as to the entries affecting the shares owned by such stockholder), unless and until satisfied that such examination and the information to be acquired thereby are for a legitimate purpose and not for a purpose hostile to the interest of the corporation or its individual stockholder, and the determination of the registered agent shall be final, conclusive and binding upon all stockholders and all persons claiming under such stockholders.
Regulations Respecting Directors.	VII. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors are expressly authorized:
	To hold their meetings, to have one or more offices, and to keep the books of the corporation within or, except as otherwise provided by statute, without the State of New Jersey, at such places as may from time to time be designated by them.
	To determine from time to time whether, and, if allowed, under what conditions and regulations the accounts and books of the corporation shall be open to the inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted or limited accordingly, and no stockholder shall have any right to inspect any account or book or document of the corporation, except as conferred by statute or authorized by the Board of Directors or by resolution of the stockholders.
	To make, alter, amend and rescind the By-Laws of the corporation, to fix, determine from time to time and vary the amount to be reserved as working capital, to determine the time for the declaration and payment and the amount of each dividend on the stock, to determine and direct the use and disposition of any surplus or net profits, and to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation, provided always that a majority of the whole Board concur therein.
	Pursuant to the affirmative vote of the holders of a majority of the stock issued and outstanding, at a stockholders’ meeting duly convened, to sell, assign, transfer or otherwise dispose of the property, including the franchises of the corporation as an entirety, provided always that a majority of the whole Board concur therein.
	To appoint additional officers of the corporation, including one or more vice-presidents, one or more assistant treasurers and one or more assistant secretaries; and, to the extent provided in the By-Laws, the persons so appointed shall have and may exercise all the powers of the president, of the treasurer and of the secretary respectively.
	By a resolution passed by a majority vote of the whole Board, under suitable provisions of the By-Laws, to designate two or more of their number to constitute an Executive Committee, which committee shall, for the time being, as provided in said resolution, or in the By-Laws, have and exercise any or all the powers of the Board of Directors, which may be lawfully delegated, in the management of the business and affairs of the corporation, and shall have power to authorize the seal of the corporation to be affixed to all papers which may require it.
	The Board of Directors and the Executive Committee shall, except as otherwise provided by law, have power to act in the following manner, viz.: a resolution in writing, signed as affirmatively approved by all the members of the Board of Directors or by all the members of the Executive or other Committee, and thereafter with original or with duplicated signatures inserted in the recorded minutes and properly dated, shall be deemed to be action by such Board or such Committee, as the case may be, to the extent therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a regularly convened meeting.
	Subject to the foregoing provision the By-Laws may prescribe the number of directors to constitute a quorum at their meetings, and such number may be less than a majority of whole number.

     The corporation reserves the right to amend, alter, change, or repeal any provision contained in this certificate in the manner now or hereafter prescribed by statute for the amendment of the certificate of incorporation.

     IN WITNESS WHEREOF, we have hereunto set our hands and seal this 6th day of July        , 1965.

[ILLEGIBLE]
 

     WITNESS to the foregoing signatures

     [ILLEGIBLE]

STATE OF PENNSYLVANIA
COUNTY OF PHILADELPHIA

     BE IT REMEMBERED that on this 6th day of July, A. D. One thousand nine hundred and sixty-five, before the undersigned, a Notary Public for the State and County aforesaid, personally appeared Ira S. Pimm, Jr., Charles A. Adami and Standish F. Hansell,

who I am satisfied are the persons named in and who executed the foregoing certificate, and I having first made known to them, and each of them, the contents thereof, they did each acknowledge that they signed, sealed and delivered the same as their voluntary act and deed.

[ILLEGIBLE]

                NOTARY PUBLIC
My Commission Expires Jan. 7, 1967
PHILA. CO.       PHILA. PA.
 

EX-3.42

EXHIBIT 3.42

ATLANTIC-DEAUVILLE INC.

BY-LAWS.

Agent & Offices.

     1. The registered office of the Corporation is 28 West State Street, Trenton, New Jersey 08608. The name of the agent therein and in charge thereof upon whom process against this corporation may be served is The Corporation Trust Company.

     2. The Company may also have other offices at such other places as the Board of Directors may appoint.

Seal.

     3. The corporate seal of the Company shall have inscribed thereon the name of the Corporation, the year of its creation, and the words “Corporate Seal, New Jersey.”

Stockholders’ Meetings.

     4. All meetings of the Stockholders of this Corporation shall be held at such time and place either within or without the State of Incorporation as may be fixed from time to time by the Board of Directors.

     5. Stockholders may vote at all meetings either in person or by proxy in writing.

     6. A majority in amount of the stock issued and outstanding represented by the holder in person or by proxy shall be requisite at every meeting to constitute a quorum for the election of Directors or for the transaction of other business.

     7. Voting upon all questions at all meetings of the stockholders shall be by shares of stock, and not per capita.

Annual Meeting.

     8. The Annual Meeting of the Stockholders, after the year 1982 shall be held on the third Monday in June each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, when they shall elect a Board of Directors of not less than three (3) nor more than five (5) persons to serve for one (1) year and until their successors are elected or chosen and qualified, each Stockholder being entitled to one (1) vote, in person or by proxy, for each share of stock standing registered in his or her name on the twentieth day preceding the election, exclusive of the day of election.

     9. Written notice of the annual meeting shall be mailed to each stockholder at his address as the same appears on the stock book of the Company at least ten days prior to the meeting.

Inspectors of Election.

     10. Such election shall be conducted by two Inspectors, who may or may not be stockholders, appointed by the presiding officer of the meeting. The Inspectors shall be sworn to faithfully perform their duties and shall in writing certify to the returns. No person who is a candidate for the office of Director shall be an Inspector.

Proxies to be Filed.

     11. All proxies shall be filed with the Secretary of the meeting before being voted upon.

List of Stockholders.

     12. A full list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the residence of each, and the number of shares held by each, shall be prepared by the Secretary and filed at least ten days before every election in the registered office, and shall at all times, during the usual hours for business, be open to the examination of any stockholder.

Special Meetings of Stockholders.

     13. Special meetings of the stockholders may be called by the President, and shall be called at the request in writing to the President of or by vote of a majority of the Board of Directors, or at the request in writing by stockholders of record owning a majority in amount of the Capital Stock of the Company issued and outstanding.

     14. A written notice stating the day, hour and place of the meeting and the general nature of the business to be transacted shall be sent to each stockholder of record at least five days, exclusive of the day of mailing, before the date of every special meeting, at such address as appears on the stock book of the Company, or if no address be given therein, to the last address of such stockholder known to the Secretary.

First Meeting of Directors After Election.

     15. After the election of the Directors, the newly elected Board may meet at such place and time as shall be fixed by the vote of the stockholders at the annual meeting, for the purpose of organization and otherwise, and no notice of such meeting shall be necessary to the newly elected Directors in order to legally constitute the meeting; provided a majority of the whole Board shall be present; or such place and time may be fixed by the consent in writing of the Directors.

     16. At the first meeting after such election the Board shall appoint a President from their own number, and at their discretion one or more Vice-Presidents.

     17. The Board of Directors shall also annually appoint at such meeting a Secretary and a Treasurer, who need not be members of the Board, who shall hold office during the pleasure of the Board, but who shall not be appointed for a longer term than one year.

     18. Excepting always the President and the Vice-President, all such appointed officers shall be subject to removal by resolution of the Board at any time, with or without cause; provided a majority of the Board shall vote in favor thereof.

Regular Meetings of the Board.

     19. Regular meetings of the Board may be held, without notice, on the first Monday of each month at the office of the Company, or by order of the Board of Directors elsewhere, on a day and at an hour to be fixed by the Board.

Quorum at Meetings of Board.

     20. A majority of the Board of Directors in office shall be necessary at all meetings to constitute a quorum for the transaction of any business.

Special Meetings of Board.

     21. Special meetings of the Board may be called by the President on two days’ notice to each Director, either personally, by mail or by wire; special meetings may be called in like manner and on like notice, on the written request of two Directors.

Directors may meet out of New Jersey.

     22. The Directors may hold their meetings and have one or more offices, and keep the books of the Company, as provided in the Certificate of Incorporation, outside of New Jersey, at the office of the Company, or at such other places as they may from time to time determine.

General Powers of Directors.

     23. The Board of Directors shall have the management of the business of the Company. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by these By-Laws directed or required to be exercised or done by the Stockholders.

Specific Powers of Directors.

     24. Without prejudice to the general powers conferred by the last preceding clause, and the other powers conferred by the Charter and by these By-Laws, it is hereby expressly declared that the Board of Directors shall have the following powers, that is to say:

     First. From time to time to make and change rules and regulations, not inconsistent with these By-Laws, for the management of the Company’s business and affairs.

     Second. To purchase or otherwise acquire for the Company any property, rights or privileges which the Company is authorized to acquire, at such price and on such terms and conditions and for such consideration as they shall from time to time see fit.

     Third. At their discretion to pay for any property or rights acquired by the Company, either wholly or partly in money or in stocks, bonds, debentures or other securities of the Company.

     Fourth. To create, make and issue mortgages, bonds, deeds of trust, trust agreements, and negotiable or transferable instruments and securities, secured by mortgage or otherwise, and to do every other act and thing necessary to effectuate the same.

     Fifth. To appoint and at their discretion remove or suspend such subordinate officers, agents or servants, permanently or temporarily, as they may from time to time think fit, and to determine their duties, and fix, and from time to time change, their salaries or emoluments, and to require security in such instances and in such amounts as they think fit.

     Sixth. To confer by resolution upon any appointed officer of the Company the power to choose, remove or suspend such subordinate officers, agents or servants.

     Seventh. To appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, or for any other purpose, and to execute and do all such duties and things as may be requisite in relation to any such trust.

     Eighth. To determine who shall be authorized on the Company’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

     Ninth. From time to time to provide for the management of the affairs of the Company, at home or abroad, in such manner as they see fit, and in particular, from time to time, to delegate any of the powers of the Board in the course of the current business of the Company to any standing or special committee, or to any officer or agent, and to appoint any persons to be the agents of the Company, with such powers (including the power to sub-delegates) and upon such terms as may be thought fit.

Compensation of Directors.

     25. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any Director from serving the Company in any other capacity and receiving compensation therefor.

     26. Members of special or standing committees may be allowed like compensation for attending committee meetings.

The President.

     27. The President shall preside at all meetings of the stockholders and Directors; he shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board are carried into effect; shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company; shall keep in safe custody the seal of the Company, and, when authorized by the Board, affix the seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of the Secretary or the Treasurer. He shall sign certificates of stock.

     28. He shall have general superintendence and direction of all the other officers of the Company, and shall see that their duties are properly performed.

     29. He shall submit a report of the operations of the Company for the fiscal year to the Directors at their regular meeting in                , and to the stockholders at the annual meeting, and from time to time shall report to the Board all matters within his knowledge, which the interests of the Company may require to be brought to their notice.

     30. He shall be ex-officio a member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.

The Vice-President.

     31. The Vice-President shall be vested with all the powers, and required to perform all the duties of the President in his absence.

The Secretary.

     32. The Secretary shall keep full minutes of all meetings of the Stockholders and Directors; he shall be ex-officio Secretary of the Board of Directors; he shall attend all sessions of the Board, shall act as clerk thereof, and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. He shall give or cause to be given, notices of all meetings of the stockholders of the Company and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall be sworn to the faithful discharge of his duty. He may, in addition to the President, sign Certificates of Stock.

The Treasurer.

     33. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors.

     34. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Company, and at the regular meeting of the Board in annually, a like report for the preceding year.

     35. He shall give the Company a bond in a sum, and with one or more sureties, satisfactory to the Board, for the faithful performance of the duties of his office, and the restoration to the Company, in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession belonging to the Corporation. He may, in addition to the President, sign the Stock Certificates of the Company.

Vacancies.

     36. If the office of any Director, or of the President, Vice-President, Secretary or Treasurer, one or more, becomes vacant, by reason of death, resignation,

disqualification or otherwise, the remaining Directors, although less than a quorum, by a majority vote, may choose a successor or successors, who shall hold office for the unexpired term.

Officers may Resign.

     37. Any Director or other officer may resign his office at any time, such resignation to he made in writing, and to take effect from the time of its receipt by the Company, unless some time be fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective.

Duties of Officers may be Delegated.

     38. In case of the absence of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer, or to any Director, for the time being; provided a majority of the entire Board concur therein.

Transfers of Stock.

     39. All transfers of the stock of the Company shall be made upon the books of the Company by the holder of the shares in person, or by his legal representatives.

     40. No transfer of stock shall be made within ten days next preceding the day appointed for paying a dividend.

     41. The Board may also close the transfer books for not exceeding twenty days preceding the annual meeting of stockholders.

     42. The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share, on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by statute of New Jersey.

Certificates to be Cancelled.

     43. Certificates of Stock shall be surrendered and cancelled at the time of transfer.

Loss of Certificate.

     44. Any person claiming a certificate of stock to be lost or destroyed, shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board may require, and shall give the Company a bond of indemnity in form and with one or more sureties satisfactory to the Board, in at least double the value of such certificate, whereupon the President and Treasurer may issue a new certificate of the same tenor as the one alleged to have been lost or destroyed, but always subject to the approval of the Board.

Inspection of Books and Accounts.

     45. The books, accounts and records of the Company shall be open to inspection by any member of the Board of Directors at all times; stockholders may, in the discretion of the Board, inspect the books of the Company at such reasonable times as the Board of Directors may by resolution designate,

Fiscal Year.

     46. The fiscal year of the Company shall end on the day of

Dividends.

     47. Dividends on the capital stock of the Company, when earned, shall be declared at the discretion of the Board of Directors.

Directors’ Annual Statement.

     48. The Board of Directors shall present at each annual meeting and when called for by the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the Company.

Notice.

     49. Whenever notice is required by statute or by these By-Laws to be given to the stockholders, or the Directors, or to any officer of the Company, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post-offioe box properly stamped, addressed to such stockholder, Director or officer; and such notice shall be deemed to have been given at the time of such mailing, except where notice is required to be given by wire, in which latter case notice shall be deemed to be given at the time the same is delivered to the telegraph company.

Amendments.

     50. The Stockholders, by the affirmative vote of a majority of the stock issued and outstanding, may at any regular, or upon notice at any special meeting, alter or amend these By-Laws.

     51. The Board of Directors, by the affirmative vote of a majority of its members, may alter or amend these By-Laws, but no alteration shall be made unless proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting.

EX-3.43

EXHIBIT 3.43

CERTIFICATE OF INCORPORATION

OF

ADAMAR GARAGE CORPORATION

(STAMP)

          FIRST: The name of the Corporation is Adamar Garage Corporation (hereinafter the “Corporation”).

          SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

          FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1000 shares of Common Stock, each having a par value of one cent ($.01).

          FIFTH: The name and mailing address of the Sole Incorporator is as follows:

Name	Mailing Address
Deborah M. Reusch	P.O. Box 636
	Wilmington, DE 19899

          SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

     (1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

     (2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

     (3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

     (4) No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Subsection (4) to Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

     (5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

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          SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

          EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

          I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 12th day of September, 1989.

/s/ Deborah M. Reusch

Deborah M. Reusch

Sole Incorporator

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EX-3.44

EXHIBIT 3.44

BY-LAWS

OF

ADAMAR GARAGE COMPANY
(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or

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purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

     Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a

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notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

     Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

     Section 6. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing,

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setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     Section 7. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list

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shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

     Section 8. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

     Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal. Any director

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may resign at any time upon notice to the Corporation. Directors need not be stockholders.

     Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

     Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

     Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called

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by the Chairman, if there be one, the President, or any directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

     Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee

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thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

     Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

     Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or

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disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

     Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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     Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

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(iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

     Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

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     Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

     Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security

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holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

     Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. He shall be the Chief Executive Officer of the Corporation, and except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be

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assigned to him by these By-Laws or by the Board of Directors.

     Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

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     Section 6. Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

     Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the

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standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

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     Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

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     Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

     Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful

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performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

     Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

     Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

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     Section 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall

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require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

     Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting,

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nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

     Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the

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records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

     Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet

24

contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

     Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

     Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

      Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was

25

or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the

26

Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation

27

unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in

28

defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

     Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean

29

any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.

     Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of

30

any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

     Section 6. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

     Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any

31

other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

     Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or

32

other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

     Section 9. Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of

33

this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

     Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

34

     Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

     Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

     Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders

35

or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

     Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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EX-3.45

EXHIBIT 3.45

CERTIFICATE OF INCORPORATION
OF
RAMADA NEW JERSY, INC.

(Illegible)

(Illegible)

CERTIFICATE OF INCORPORATION
OF
RAMADA NEW JERSY, INC.

* * * * *

To: The Secretary of State
State of New Jersey

          THE UNDERSIGNED, of the age of eighteen years or over, for the purpose of forming a corporation pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes, do hereby execute the following Certificate of Incorporation:

          FIRST: The name of the corporation is RAMADA NEW JERSEY, INC.

          SECOND: The purpose or purposes for which the corporation is organised are:

          To engage in any activity within the lawful business purposes for which corporations may be organised under the New Jersey Business Corporation Act.

          To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

          To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade name, relating to or useful in connection with any business of this corporation.

          To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, resign, exchange, transfer, mortgage, pledge or otherwise (Illegible) of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States or America, or by any foreign government, or by any state, territory, province, municipality, or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

          To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, war-

rants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage (Illegible) or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

          To purchase, receive, (Illegible) by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold , (Illegible), employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to (Illegible), (Illegible), (Illegible), exchange, transfer or otherwise dispose of, or mortgage or pledge, all or (Illegible) of the (Illegible) property and (Illegible), or any interest therein, wherever situated.

          In general, to carry on any other business in connection with the foregoing, and to have (Illegible) all the powers conferred by Title (Illegible), Corporations, General, Revised Statutes of New Jersey, and to do any or all of the things hereinbefore set forth to the same extent as (Illegible) persons might or could do, and in any part of the world.

          The foregoing clauses shall be construed both as objects and powers and, (Illegible) where otherwise expressed, such objects and (Illegible) shall be (Illegible) listed or restricted by reference to or inference from the terms of any other clause in this certificate of incorporation. but the objects and powers so specified shall be regarded as independent objects and powers, and it is hereby ex-

pressly provided that the foregoing (Illegible) of specific power shall not be held to limit or restrict in any manner the powers of the corporation.

          THIRD: The aggregate number of shares which the corporation shall have authority to issue is one hundred (100) (Illegible) par value.

          FOURTH: The address of the corporation’s initial registered office is 20 (Illegible) State Street, Trenton, New Jersey (Illegible), and the name of the corporation’s initial registered agent at such address is The Corporation Trust Company.

          FIFTH: The number of directors constituting the initial board of directors shall be three (3); and the name and address of the directors are as follows:

NAME	ADDRESS
M. William (Illegible)	Ramada Inns Inc.
	3838 East Van Buren
	Phoenix, Arizona 85008
Thomas E. Martin	Ramada Inns Inc.
	3838 East Van Buren
	Phoenix, Arizona 85008
Joseph A. Loveland, Jr.	Ramada (Illegible) Inc.
	3838 East Van Buren
	Phoenix, Arizona 85008

          SIXTH: The Names and addresses of the incorporators are as follows:

NAMES	ADDRESSES
S.C. Rocker	700 S. Flower St., Suite 1010
	Los Angeles, CA 90017
M.A. Shelton	700 S. Flower St., Suite 1010
	Los Angeles, CA 90017
K. McManon	700 S. Flower St., Suite 1010
	Los Angeles, CA 90017

          SEVENTH: At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.

          IN WITNESS WHEREOF, we, the incorporators of the above named corporation, have hereunto signed this Certificate of incorporation on the (Illegible) day of January, (Illegible).

/s/ Illegible  

(Illegible), Incorporator 

/s/ Illegible  

(Illegible), Incorporator 

/s/ Illegible  

(Illegible), Incorporator 

EX-3.45(A)

EXHIBIT 3.45(a)

(STAMP)

Certificate of Correction
of
Ramada New Jersey, Inc.
(A Domestic Profit Corporation)

Business ID No. 0100132474

     THIS IS TO CERTIFY THAT, the undersigned hereby submits for filing, on behalf of the above named corporation, a Certificate of Correction pursuant to the New Jersey Business Corporation Act, specifically N.J.S.A. 14A:1-6(5), in order to correct the Certificate of Incorporation that was filed and recorded in the office of the New Jersey Department of Treasury on February 13, 1981.

1. The Certificate to be corrected is:

               Certificate of Incorporation Filed and Recorded on February 13, 1981.

2. The inaccuracy in the Certificate is as follows:

               The paragraph entitled, “FIRST” incorrectly spells the word, Jersey and reads as follows:

                    The name of the corporation is RAMADA NEW JERSY. INC.

3. The Certificate shall hereby read as follows:

               The paragraph entitled, “FIRST;” shall read as follows:

                    The name of the corporation is RAMADA NEW JERSEY, INC.

          In all other respects the Certificate of Incorporation shall remain as originally filed with the New Jersey Department of Treasury on February 13. 1981.

     The undersigned represents that this Corporation and this filing complies with the requirements detailed in N.J.S.A. 14A:1-6(5). Furthermore, the undersigned hereby attests that he is authorized to sign this certificate on behalf of this corporation.

Dated:      July 6, 2004	/s/ Neil A. Ciarfalia
	Neil A. Ciarfalia
	Treasurer

EX-3.46

EXHIBIT 3.46

RAMADA NEW JERSEY, INC.

*****

BYLAWS

*****

ARTICLE I

OFFICES

     Section 1. The principal executive office shall be located in Phoenix, Arizona.

     Section 2. The corporation may also have offices at such other places both within and without the State of New Jersey as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held at such place and time as may be determined by the board of directors.

     Section 2. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be given to each shareholder entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of New Jersey as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than ten percent of all the shares entitled to vote at the meeting and if the corporation has a chairman of the board of directors then special meetings of the shareholders may be called by the chairman.

     Section 3. Written or printed notice of a special meeting of shareholders, stating the time, place and purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat not less than ten nor more than sixty days before the date fixed for the meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum), shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     In all elections for directors every shareholder entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected.

     Section 4. Unless otherwise provided in the articles, any action except election of directors which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitlted to vote thereon were present and voted. Except to fill a vacancy in the board of directors not filled by the directors, directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Any election of a director to fill a vacancy (other than a vacancy created by removal) not filled by the directors

requires the written consent of a majority of the shares entitled to vote.

ARTICLE V

DIRECTORS

     Section 1. The number of directors shall be at least three (3) with a maximum of five (5). Directors need not be residents of the State of New Jersey nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     Section 2. Unless otherwise provided in the articles of incorporation vacancies, except for a vacancy created by the removal of a director, and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. Unless otherwise provided in the articles of incorporation any vacancy created by the removal of a director shall be filled by the shareholders by the vote of

a majority of the shares entitled to vote at a meeting at which a quorum is present. Any vacancies, which may be filled by directors and are not filled by the directors, may be filled by the shareholders by a majority of the shares entitled to vote at a meeting at which a quorum is present.

     Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of New Jersey, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New Jersey.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the president on two (2) days’ notice to each director, either personally or by mail or by telephone or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special

meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

     Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. Majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required. The board of directors may designate one or more directors as alternate members of the executive committee. The executive committee shall not have authority: (1) To approve any action which will also require the shareholders’ approval; (2) To fill vacancies on the board or in any committee; (3) To fix the compensation of directors for serving on the board

or on any committee; (4) To amend or repeal the bylaws or adopt new bylaws; (5) To amend or repeal any resolution of the board which by its express terms is not so amendable or repealable; (6) To make a distribution to the shareholders except at a rate or in a periodic amount or within a price range determined by the board; or (7) To appoint other committees of the board or the members thereof.

ARTICLE VIII

NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notices to directors may also be given by telegram. Notice to any shareholder shall be given at the address furnished by such shareholder for the purpose of receiving notice. If such address is not given and if no address appears on the records of the corporation for any shareholder then notice may be given to such shareholder at the place where the principal executive office of

the corporation is located or by publication at least once in a newspaper of general circulation in the county in which said principal executive office is located. If a notice of a shareholders’ meeting is sent by mail it shall be sent by first-class mail.

     Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation of these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chose and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such

other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

     Section 1. Every holder of shares in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares and the class or series of shares owned by him in the corporation. If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate either (1) a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares to be issued and upon the holders thereof; or (2) a summary of such rights, preferences, privileges and restrictions with reference to the provisions of the articles and any certificates of determination establishing the same; or (3) a statement setting forth the office or agency of the corporation from which shareholders may obtain, upon request and without charge, a copy of the statement referred to in item (1) heretofore.

     Section 2. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFER OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

     Section 5. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days prior to the date of such meeting nor more than 60 days prior to any other action.

     A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting, but the board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New Jersey.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation and the New Jersey General Corporation Law.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think

proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the date of its incorporation and the words “Corporate Seal”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted (a) at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

     The board of directors shall not make or alter any bylaw specifying a fixed number of directors or the maximum or minimum number of directors and the directors shall not change a fixed board to a variable board or vice versa in the bylaws. The board of directors shall not change a bylaw, if any, which requires a larger proportion of the vote of directors for approval than is required by the New Jersey General Corporation Law.

EX-3.47

EXHIBIT 3.47

STATE OF NEW JERSEY
DEPARTMENT OF TREASURY
SHORT FORM STANDING

ADAMAR OF NEW JERSEY, INC.
0100072094
With the Previous or Alternate Name
TROPICANA CASINO AND RESORT (Alternate Name)

I, the Treasurer of the State of New Jersey, do hereby certify that the above-named New Jersey Domestic Profit Corporation was registered by this office on September 28,1978.

As of the date of this certificate, said business continues as an active business in good standing in the State of New Jersey, and its Annual Reports are current.

I further certify that the registered agent and registered office are:

Corporation Trust Company
820 Bear Tavern Road
West Trenton, NJ 08628 0000

Continued on next page...

*****************************

CERTIFICATE
OF
INCORPORATION
OF
NEW JERSEY, INC.
OF
ADAMAR OF NEW JERSEY, INC.

Organized under the laws of the
STATE OF NEW JERSEY

CERTIFICATE OF INCORPORATION
OF
ADAMAR OF NEW JERSEY, INC.

* * * * *

To: The Secretary of State
State of New Jersey

THE UNDERSIGNED, of the age of eighteen years or over, for the purpose of forming a corporation pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes, do hereby execute the following Certificate of Incorporations:
FIRST:	The name of the corporation is ADAMAR OF NEW JERSEY, INC.
SECOND:	The purpose or purposes for which the corporation is organized are:
To engage in any activity within the lawful business purposes for which corporations may be organized under the New Jersey Business Corporation Act.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

     To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or

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by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

     To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge, or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

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     In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by Title 14A, Corporations, General, Revised Statutes of New Jersey, and to do any or all of the things hereinbefore set forth to the same extent is natural persons might or could do, and in any part of the world.

     The foregoing clauses shall be construed with as objects and powers and, except where otherwise expressed, such objects and powers shall be in nowise limited or restricted by reference to or inference from the terms of any other clause in this certificate of incorporation, but the objects and powers so specified shall be regarded as independent objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.

     THIRD: The aggregate number of shares which the corporation shall have authority to issue is one hundred (100) shares without par value.

     FOURTH: The address of the corporation’s initial registered office is 28 West State Street, Tranton, New Jersey 08608, and the name of the corporation’s initial registered agent at such address is The Corporation Trust Company.

     FIFTH: The number of directors constituting the initial board of directors shall be three (3) and the names and addresses of the directors are [ILLEGIBLE] as follows:

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NAMES	ADDRESSES
M. William Isbell	3838 East Van Buren
	Phoenix, Arizona 85008
C. V. Willoughby	3838 East Van Buren
	Phoenix, Arizona 85008
Thomas E. Martin	3838 East Van Buren
	Phoenix, Arizona 85008

     SIXTH: The names and addresses of the incorporators are as follows:

NAMES	ADDRESSES
EDMOND STACK	277 Park Avenue
	New York, New York 10017
THOMAS B. WARD	277 Park Avenue
	New York, New York 10017

     IN WITNESS WHEREOF, we, the incorporators of the above named corporation, have hereunto signed this Certificate of Incorporation on the 28th day of September, 1978.

/s/ Edmond Stack Edmond Stack

/s/ Thomas B. Ward Thomas B. Ward

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EX-3.47(A)

EXHIBIT 3.47(a)

(Illegible)

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

ADAMAR OF NEW JERSEY, INC.

C.T. CORPORATION SYSTEM
28, W. STATE STREET
TRENTON, N. J. 08608

(Illegible)

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

ADAMAR OF NEW JERSEY, INC.

To: The Secretary of State
State of New Jersey

          Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

          1. The name of the corporation is ADAMAR OF NEW JERSEY, INC.

          2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 10^th day of July                     , 1981:

          Resolved, that Articles SECOND of the Certificate of Incorporation be amended to read as follows:

          SECOND: The purpose or purposes for which the corporation is organized are:

          To engage in any activity within the lawful business purposes for which corporations may be organized under the New Jersey Business Corporation Act.

          To engage in gaming and gaming related activities pursuant to the New Jersey Casino control Act, N.J.S.A.5:12-1 et seq and the rules and regulations promulgated pursuant thereto and the requirements of the “Act” and said rules and regulations are hereby incorporated herein by reference as if set forth at length and in detail.

          To manufacture, purchase or otherwise acquire, invest in, own, Illegible, pledge, sell assign and transfer or otherwise dispose of trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

          To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United State or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

          To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, chases in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercises all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

          To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and

EX-3.47(B)

EXHIBIT 3.47(b)

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
ADAMAR OF NEW JERSEY, INC.

(STAMP)

          In connection with the amendment of its Certificate of Incorporation pursuant to N.J.S.A. 14A: 9-2(4) and in accordance with N.J.S.A. 14A: 9-4, the undersigned corporation hereby certifies as follows:

          FIRST: The name of the corporation is ADAMAR OF NEW JERSEY, INC. (the “Corporation”).

          SECOND: The Certificate of Incorporation of the Corporation is hereby amended by adding thereto an Article Seventh, the provisions of which are set forth below in their entirety as adopted:

“SEVENTH: A. ___ No sale, assignment, transfer, pledge or other disposition (each a “Transfer”) of any securities, shares or any other interest in the Corporation (collectively, the “Securities”) shall be effective unless and until such Transfer has received the prior approval of the New Jersey Casino Control Commission (the “Commission”). In the event that the Commission disapproves of a certain Transfer of Securities in accordance with the provisions of the Act, the Corporation shall have the absolute right to repurchase such Securities at the lesser of the market price or the purchase price.

     B. A statement of the restrictions on the transferability of the Securities and the related right of repurchase by the Corporation shall be placed on both sides of all certificates representing the Securities.”

          THIRD: The aforesaid amendment of the Certificate of Incorporation of the Corporation was adopted by the

shareholders of the Corporation on November 2, 1988.

          FOURTH: At the time of such adoption, there were 100 shares outstanding and entitled to vote thereon.

          FIFTH:The number of shares voted for said amendment was 100, and the number of shares voted against said amendment was 0.

          IN WITNESS WHEREOF, the undersigned Corporation has caused its corporate seal to be hereunto affixed and this Certificate to be executed by its duly authorized officers this 14th day of November  , 1988.

ATTEST:	ADAMAR OF NEW JERSEY, INC.
/s/ John G. Drumm	By:	/s/ Paul E. Rubeli
JOHN G. DRUMM,		PAUL E. RUBELI,
Secretary		Vice President

EX-3.47(C)

EXHIBIT 3.47(c)

CERTIFICATE OF AMENDMENT TO
THE CERTIFICATE OF INCORPORATION
OF ADAMAR OF NEW JERSEY, INC.

To:	The Secretary of State
	State of New Jersey

(STAMP)

     Pursuant to the provisions of Section 14A: 9-2(4) and Section 14A: 9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

     1. The name of the corporation is Adamar of New Jersey, Inc.

     2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 17th day of December, 1992.

     RESOLVED, that Article THIRD, of the Certificate of Incorporation be amended to read in its entirety as follows:

The total number of shares of common stock which the corporation shall have authority to issue is one hundred (100) shares without par value.

     3. Pursuant to the filing of this Certificate of Amendment, all of the shares of Preferred Stock which the corporation has issued and outstanding shall be contributed to the corporation by its holding companies, canceled and reclassified as additional paid-in capital.

     4. The total number of shares entitled to vote upon this amendment was one hundred (100).

     5. The number of shares voting for said amendment was one hundred (100), and the number of shares voting against same was zero (0).

     Dated this 30th day of December, 1992.

ADAMAR OF NEW JERSEY, INC.
By	/s/ Robert M. Haddock
	Robert M. Haddock
	Vice President

EX-3.48

EXHIBIT 3.48

ADAMAR OF NEW JERSEY, INC.

BY-LAWS

(AS AMENDED AND RESTATED ON June 30, 2004)

ARTICLE I

OFFICES

     Section 1. The registered office shall be located in Trenton, New Jersey.

     Section 2. The corporation may also have offices at such other places both within and without the State of New Jersey as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held in Phoenix, State of Arizona, or at such other place as may be fixed from time to time by the board of directors.

     Section 2. Annual meetings of shareholders, commencing with the year 1979, shall be held on the second Monday of June if nor a legal holiday, and if a legal holiday, then on the next secular day following, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of New

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Jersey as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by stature or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or my mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

     Section 1. The holders of majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the certificate of incorporation.

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     Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     In all elections for directors every shareholder, entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute the votes on the same principle among as many candidates as he may see fit.

     Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE V

DIRECTORS

     Section 1. The number of directors shall be not less than three (3) nor more than five (5). Directors need not be residents of the State of New Jersey nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.

     Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a newly created directorship shall serve until the next

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succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by stature or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the state of New Jersey, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New Jersey.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

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     Section 4. Special meetings of the board of directors may be called by the president on three (3) days’ notice to each director, either personally or my mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

     Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. Majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the certificate of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

ARTICLE VII

EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

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ARTICLE VIII

NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholders, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon paid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

     Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice presidents, a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

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     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation and shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. Specifically, the president, resort operations, a division of Aztar Corporation, shall be expressly delegated by the board of directors to have the same authority as outlined for the president.

THE VICE PRESIDENTS

     Section 8. The vice president, or if there shall be more than one, the vice presidents in order determined by the board of directors, shall, in absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Specifically, the vice president of finance shall be expressly delegated by the board of directors to perform the duties outlined in the absence of both the president and president, Resort Operations, a division of Aztar Corporation.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose

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supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or

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destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFER OF SHARES

     Section 4. Upon surrender to the Corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the corporation. The future sale, assignment, transfer, pledge or other disposition of any security or share issued by the corporation is subject to and conditioned upon approval be the new Jersey Casino Control Commission. Every security or share issued by the corporation shall bear on both sides of the certificate, which certificate evidences such security, a statement to the effect that the sale, assignment, transfer, pledge or other disposition of any security or share issued by the corporation is subject to and conditioned upon approval by the New Jersey Casino Control Commission. Every security or share issued by the corporation shall bear on both sides of the certificate, which certificate evidences such security, a statement to the effect that the sale, assignment, transfer, pledge or other disposition of the security or share is subject to the approval of the New Jersey Casino Control Commission and absent such approval, any such sale, assignment, transfer, pledge or other disposition shall be ineffective and the corporation shall have the absolute right to repurchase such share at the market price or purchase price whichever is lesser.

CLOSING OF TRANSFER BOOKS

     Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period

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but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New Jersey.

LIST OF SHAREHOLDERS

     Section 7. The officer or agent having charge of the transfer books for shares shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period often (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be

11

produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledgers or transfer book or to vote at any meeting of the shareholders.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

     Section 1. Subject to the provisions of the certificate of incorporation relating thereof, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the State of Incorporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

     Section 1. These by-laws may be altered, amended, or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

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EX-3.49

EXHIBIT 3.49

COPYRIGHT© 1969 ALL-STATE LEGAL SUPPLY CO.
269 SHEFFIELD STREET, MOUNTAINSIDE, N.J. 07092

Certificate of Incorporation

of

BNB MOBE-HOMES, INC.

          This is to certify that, there is hereby organised a corporation under and by virtue of N.J.S. 14A:1-1 et seq., the “New Jersey Business Corporation Act.”

14A:2-7 (1) [ILLEGIBLE] 1. The name of the corporation is BNB MOBE-HOMES, INC.

14A:2-7 (1) [ILLEGIBLE] 2. The address (and zip code) of this corporation’s initial registered office is
                              1005 Hooper Avenue, Toms River, New Jersey 08753

and the name of this corporation’s initial registered agent at such address is
                              John R. Halleran

14A 2-7 (1) (b) 3. The purpose for which this corporation is organized are:

               To engage in any activity within the purpose for which corporations may be organized under the “New Jersey Business Corporation Act.” N.J.S. 14A:1-1 et seq., including but not by way of limitation to own, operate, maintain, lease and sell mobile homes individually and as an integrated planned mobile home park and all activities normally incident thereto.

14A:2-7 (1) (c) 4. The aggregate number of shares which the corporation shall have authority to issue is 1000 shares of common capital stock                               with no par value.

14A:2-7 (1) (b) 5. The first Board of Directors of this corporations shall consist of   Two   Director(s) and the name and address of each person who is to serve as such Director is:

Name	Address	Zip Code
Robert Karen, 250 Miller Road, Lakewood, New Jersey		08701
James R. Bell, 1546 Oakshire Lane, Manasquan, New Jersey		08736

14A:2-7 (1) (ILLEGIBLE) 6. The name and address of each incorporator is:

Name	Address	Zip Code
John R. Halleran, 1005 Hooper Avenue, Toms River, New Jersey		08753

     In Willness Whereof, each individual incorporator, each being over the age of eighteen years, has signed this Certificates; or if the incorporator be a corporation, has caused this Certificate to be signed by its authorized officers, this      22nd      day of      March      1977

/s/ John R. Halleran  

JOHN R. HALLERAN 

EX-3.49(A)

EXHIBIT 3.49(a)

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BNB MOBE-HOMES, INC.

     The location of the principal office of this corporation, organized under and by virtue of N.J.S.A. 14A: 1-1, et seq., is 1005 Hooper Avenue, Post Office Box 667, Toms River, New Jersey 08753.

     The name of the agent therein and in charge thereof upon whom process against this corporation may be served is John R. Halleran.

RESOLUTION OF DIRECTORS

     A majority of the Board of Directors of BNB MOBE-HOMES, INC., on this 15th day of February, 1978, does hereby resolve and declare that it is advisable that Sections 1 and 3 of the Certificate of Incorporation be amended to change the name of this corporation to MANCHESTER MALL, INC. and to restate the purposes of this Corporation to include owning and operating a shopping center, and will present such proposal at the special meeting of shareholders of this corporation to be held at 1005 Hooper Avenue, Toms River, New Jersey, on the 28th day of February, 1978, at 10:00 a.m., for the purpose of vote by shareholders on the foregoing Resolution.

CERTIFICATE OF CHANGE

     BNB MOBE-HOMES, INC., a corporation of the State of New Jersey, does hereby certify that it has amended Section 1 and Section 3 of its Certificate of Incorporation to read, in their entirety, as follows:

1.	The name of the corporation is:
	MANCHESTER MALL, INC.
2.	The purposes for which this corporation is organized are:

     To engage in any activity within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act.” N.J.S. 14A:1-l et seq., including but not by way of limitation to own, operate, maintain, lease and sell a shopping center complex in the Township of Manchester and all activites normally incident thereto.

     Said amendment having been declared by Resolution of the Board of Directors of BNB MOBE-HOMES, INC. to be advisable, and having been duly and regularly assented to by unanimous vote (100 shares in favor and 0 shares against) of the shareholders of BNB MOBE-HOMES, INC. at its special meeting of shareholders held on February 28, 1978.

     IN WITNESS WHEREOF, the said corporation has caused this Certificate to be signed by its authorized officers and its proper corporate seal to be hereto affixed, the 6^th day of March, 1978.

(STAMP)

/s/ John R. Halleran	/s/ Robert Karen
JOHN R. HALLERAN	ROBERT KAREN,
Assistant Secretary	President

STATE OF NEW JERSEY, COUNTY OF OCEAN ) SS: BE IT REMEMBERED, that on this 6^th day of March, 1978, before me, the subscribed, a Notary Public of the State of New Jersey, personally appeared JOHN R. HALLERAN who, being by me duly sworn on his oath, deposes and makes proof to my satisfaction, that he is an assistant secretary of BNB MOBE-HOMES, INC., the corporation named in the within instrument; that ROBERT KAREN is the president of said corporation; that the execution, as well as the making, of this instrument has been duly authorized by a proper Resolution of the Board of Directors of the said corporation; that deponent well knows the corporate seal of said corporation and that the seal affixed to said instrument is the proper corporate seal, and was thereto affixed and said instrument signed and delivered by said president, as and for the voluntary act and deed of said corporation, in presence of deponent, who there-upon subscribed his name thereto as attesting witness.

Sworn to and subscribed before me, the date aforesaid.

/s/ [ILLEGIBLE]	/s/ John R. Halleran
[ILLEGIBLE]	JOHN R. HALLERAN

(STAMP)

DEPARTMENT OF STATE 1978 NAR — 9 D46094 224

(STAMPS)

EX-3.49(B)

EXHIBIT 3.49(b)

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MANCHESTER MALL, INC.

     The location of the principal office of this corporation, organized under and by virtue of N.J.S.A. 14A:1-1 at seq., it 1005 Hoopar Avenue, Post Office Box 667, Toms River, New Jersey 08753.

     The name of the agent therein and in charge thereof upon whom process against this corporation may be sarved isJohn
R. Halleran.

RESOLUTION OF DIRECTORS

     A majority of the Board of Directors of MANCHESTER MALL, INC. on this 27th day of April 1979, does hereby resolve and declare that in is advisable that Sections 3 and 5 of the Certification of Incorporation be amended to restate the purposes of this Corporation to include owning and developing land in Atlantic City, New Jersey, and to change the number of directors to not less than one (1) nor more than five (5) directors, and will present such proposal at the special meeting of shareholders of this corporation to be held at 1005 Hooper Avenue, Tome River, New Jersey, on the 28th day of April,1979, at 10:00 a.m. for the purpose of vote by shareholders on the foregoing Resolution.

CERTIFICATE OF CHANGE

     MANCHESTER MALL, INC., a corporation of the State of New Jersey, does hereby certify that it has amended Section 3 and Section 5 of its Certificate of Incorporation to read, in-their entirety, as follows:

     1. The purposes for which this corporation is organized are:

          To engage in any activity within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act.” N.J.S. 14A:l-l at seq., including but not by way of limitation to won, develop, maintain, lease and sell real estate in the City of Atlantic City and elsewhere in Atlantic County, and all activities normally incident thereto.

     2. The Board of Directors of this corporation shall consist of not less than one (1) director nor more than five (5) directors as determined and established from time to time by resolution of the Board of Directors of this Corporation.

          Said amendment having been declared by Resolution of the Board of Directors of MANCHESTER MALL, INC., to be advisable, and having been duly and regularly assented to by unanimous vote (100 shares in favor and 0 shares against) of the shareholders of MANCHESTER MALL, INC. at its special meeting of shareholders held on April 28th,1979.

          IN WITNESS WHEREOF, the said corporation has caused this Certificate to be signed by its authorised officers and

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its proper corporate seal to be hereto affixed, the 30th day of April, 1979.

/s/ John R. Halleran	/s/ Michael J. Gross
JOHN R. HALLERAN	MICHAEL J. GROSS
Assistant Secretary	Vice President

STATE OF NEW JERSEY	:
	:	SS,:
COUNTY OF OCEAN	:

          BE IT REMEMBERED, that on this 30th day of April, 1979, before me, the subscriber, the undersigned authority, personally appeared JOHN R. HALLERAN Who, being by me duly sworn on his oath, deposes and makes proof to my satisfaction, that he is an Assistant Secretary of MANCHESTER MALL, INC., the corporation named in the within instrument: that Michael J. Gross, is the Vice President of said corporation: that the execution as well as the making of this instrument has been duly authorised by a proper Resolution of the Board of Directors of the said corporation; that deponent well knows the corporate seal of said corporation and that the seal affixed to said instrument is the proper corporate seal, and, was thereto affixed and said instrument signed and delivered by said Vice President as and for the voluntary act and deed of said corporation, in the presence of deponent, who thereupon subscribed his name thereto as attesting witness.

Sworn to and subscribed before me,

the 30th day of April, 1979.

/s/ John R. Halleran

JOHN R. HALLERAN

/s/ Joyce C. Havey JOYCE C. HAVEY

NOTARY PUBLIC OF NEW JERSEY

My Commission Expires Mar. 19, 1984

EX-3.49(C)

EXHIBIT 3.49(c)

(STAMP)    

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

MANCHESTER MALL, INC.

     In connection with the amendment of its Certificate of Incorporation pursuant to N.J.S.A. l4A:9-2(4) and in accordance with N.J.S.A. 14A:9-4, the undersigned corporation hereby certifies as follows:

     FIRST: The name of the corporation is manchester MALL, INC. (the “Corporation”).

     SECOND: The Certificate of Incorporation of the Corporation is hereby amended by adding thereto an Article Seventh, the provisions of which are set forth below in their entirety as adopted:

“seventh: A. No sale, assignment, transfer, pledge or other disposition (each a “Transfer”) of any securities, shares or any other interest in the Corporation (collectively, the “Securities”) shall be effective unless and until such Transfer has received the prior approval of the New Jersey Casino Control Commission (the “Commission”). In the event that the Commission disapproves of a certain Transfer of Securities in accordance with the provisions of the Casino Control Act, N.J.S.A. 5:12-1 et seq., as amended (the “Act”), the Corporation shall have the absolute right to repurchase such Securities at the lesser of the market price or the purchase price.

     B. A statement of the restrictions on the transferability of the Securities and the related right of repurchase by the Corporation shall be placed on both sides of all certificates representing the Securities.”

     THIRD: The aforesaid amendment of the Certificate of Incorporation of the Corporation was adopted by the sole

shareholder of the Corporation onNovember 2,1988.

     FOURTH: At the time of such adoption, there were 100 shares outstanding and entitled to vote thereon.

     FIFTH: The number of shares voted for said amendment, was 100, end the number of shares voted against said amendment was 0.

     IN WITNESS WHEREOF, the undersigned Corporation has caused its corporate seal to be hereunto affixed and this Certificate to be executed by its duly authorized officers this 14thday of November, 1988.

ATTEST:	MANCHESTER MALL, INC.
/s/ John G. Drumm	By:	/s/ Robert M. Haddock
JOHN G. DRUMM,		ROBERT M. HADDOCK,
Secretary		Vice President

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EX-3.50

EXHIBIT 3.50

BY-LAWS

OF

MANCHESTER MALL, INC.

Adopted      April 27          ,1979.

ARTICLE I

OFFICES

	1. Registered Office and Agent.—The registered office of the Corporation in the State of New Jersey is at
14A:4-1	28 West State Street            Trenton, New Jersey 08608
	The registered agent of the Corporation at such office is
	The Corporation Trust Company
	2. Principal Place of Business.—The principal place of business of the Corporation is
	c/o The Phoenix                    Boardwalk & Stenton Place                           Atlantic City, New Jersey 08401
	3. Other Places of Business.—Branch or subordinate places of business or offices may be established at any time by the Board at any place or places where the Corporation is qualified to do business.

Page B

ARTICLE II
SHAREHOLDERS
14A:5-2 14A:5-4(1)	1. Annual Meeting.—The annual meeting of shareholders shall be held upon not less than ten nor more than sixty days written notice of the time, place, and purposes of the meeting at 10:00 o’clock a .m. on the fifteenth day of the month of March                of each year at the registered office of the corporation, the principal place of business of the corporation or any other place that the Board of Directors shall fix from time to time with due notice to the shareholders,
14A:5-1	or at such other time and place as shall be specified in the notice of meeting, in order to elect directors and transact such other business as shall come before the meeting. If that date is a legal holiday, the meeting shall be held at the same hour on the next succeeding business day.
14A:5-3	2. Special Meetings.—A special meeting of share holders may be called for any purpose by the president or the Board. A special meeting shall be held upon not less than ten nor more than sixty days written notice of the time, place, and purposes of the meeting.
14A:5-6(1)	3. Action Without Meeting.—The shareholders may act without a meeting if, prior or subsequent to such action, each shareholder who would have been entitled to vote upon such action shall consent in writing to such action. Such

Page B

	written consent or consents shall be filed in the minute book.
14A:5-9(1)	4. Quorum.—The presence at a meeting in person or by proxy of the holders of shares entitled to cast10 fifty-one percent of the votes shall constitute a quorum.

Page B

ARTICLE III
BOARD OF DIRECTORS
14A:6-2 14A:6-3	l. Number and Term of Office.—The Board shall less than one nor more than five directors as** consist of11 not/ members. Each director shall be elected by the shareholders at each annual meeting and shall hold office until the next annual meeting of shareholders and until that director’s successor shall have been elected and qualified.
14A:6-10(2) )	2. Regular Meetings.—A regular meeting of the Board shall be held without notice immediately following and at the same place as the annual shareholders’ meeting for the purposes of electing officers and conducting such other business as may come before the meeting. The Board, by resolution, may provide for additional regular meetings which may be held without notice, except to members not present at the time of the adoption of the resolution.
14A:6-10(2)	3. Special Meetings.—A special meeting of the Board may be called at any time by the president or by one (1) directors for any purpose. Such meeting shall be held upon one (1) days notice if given orally, (either by telephone or in person,) or by telegraph, or by three days notice if given by depositing the notice in the United States mails, postage prepaid. Such notice shall specify the tine and place of the meeting.
	**    determined and established from time to time by Resolution of the Board of Directors.

Page B

A:6-7(2)	4. Action Without Meeting.—The Board may act without a meeting if, prior or subsequent to such action, each member of the Board shall consent in writing to such action. Such written consent or consents shall be filed in the minute book.
14A:6-7(1)	125. Quorum.— Fifty-one percent of the entire Board shall constitute a quorum for the transaction of business.
14A:6-5	6. Vacancies in Board of Directors.—Any vacancy in the Board,13 including a vacancy caused by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board, or by a sole remaining director.

Page B

ARTICLE IV
WAIVERS OF NOTICE
A:5-5(1) A:6-10(2)	Any notice required by these by-laws, by the certificate of incorporation, or by the New Jersey Business Corporation Act may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before or after the event with respect to which notice is waived. Each director or shareholder attending a meeting without protesting, prior to its conclusion, the lack of proper notice shall be deemed conclusively to have waived notice of the meeting.

Page B 

ARTICLE V
OFFICERS
14A:6-15(1) 14A-6-15(2)	1. Election. -At its regular meeting following the annual meeting of shareholders, the Board shall elect a president, a treasurer, a secretary, and it may elect such other officers, including one or more vice presidents, as it shall deem necessary. One person may hold two or more offices.
14A:6-15(4)	2. Duties and Authority of President.—The president shall be chief executive officer of the Corporation. Subject only to the authority of the Board, he shall have general charge and supervision over, and responsibility for, the business and affairs of the Corporation. Unless otherwise directed by the Board, all other officers shall be subject to the authority and supervision of the president. The president may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board. He shall have the general powers and duties of management usually vested in the office of president of a corporation.
14A:-6-15(4)	3. Duties and Authority of Vice president.—The vice president shall perform such duties and have such authority as from time to time may be delegated to him by the president

Page B 

	or by the Board. In the absence of the president or in the event of his death, inability, or refusal to act, the vice president shall perform the duties and be vested with the authority of the president.
14A:6-15(4)	4. Duties and Authority of Treasurer.—The treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the president or the Board.
14A:6-15(4)	5. Duties and Authority of Secretary .—The secretary shall cause notices of all meetings to be served as prescribed in these by-laws and shall keep or cause to be kept the minutes of all meetings of the shareholders and the Board. The secretary shall have charge of the seal of the Corporation. The secretary shall perform such other duties and possess such other powers as are incident to that office or as are assigned by the president or the Board.

Page B 

ARTICLE VI
AMENDMENTS TO AND EFFECT OF BY-LAWS;
FISCAL YEAR
	1. Force and Effect of By-laws.—These by-laws are subject to the provisions of the New Jersey Business Corporation Act and the Corporation’s certificate of incorporation, as it may be amended from time to time. If any provision in these by-laws is inconsistent with a provision in that Act or the certificate of incorporation, the provision of that Act or the certificate of incorporation shall govern.
4A:2-9(1)	2. Amendments to By-laws.—These by-laws may be altered, amended or repealed by the shareholders or the Board. Any by-law adopted, amended or repealed by the shareholders may be amended or repealed by the Board, unless the resolution of the shareholders adopting such by-law expressly reserves to the shareholders the right to amend or repeal it.
	3. Fiscal Year.—The fiscal year of the Corporation shall begin on the first day of January            of each year.

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ARTICLE VII
TRANSFER OF STOCK
	1. The future sale, assignment, transfer, pledge or other disposition of any security or share issued by the corporation is subject to and conditional upon approval of the New Jersey Casino Control Commission. Every Security or share issued by the corporation shall bear on both sides of the certificate, which certificate evidences such security, a statement to the effect that the sale, assignment, transfer, pledge, or other disposition of the security or share is subject to the approval of the New Jersey Casino Control Commission and absent such approval, any sale, assignment, transfer, pledge or other disposition shall be ineffective and the corporation shall have the absolute right to repurchase such shares at the market price or purchase price, whichever is lesser.

ARTICLE VII
TRANSFER OF STOCK
	1. Transfer of Stock. Upon surrender to the Corporation of its transfer agent of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. All securities of the Corporation are held subject to N.J.S.A. 5:12-82 (d) (7) in that should the holder thereof be found to be disqualified by the New Jersey Casino Control Commission pursuant to the provisions of the New Jersey Casino Control Act (N.J.S.A. 5:12-1 et. seq.), such holder shall dispose of his interest in the Corporation.

ARTICLE VII
TRANSFER OF STOCK
	1. The future sale, assignment, transfer, pledge or other disposition of any security or share issued by the corporation is subject to and conditional upon approval by the New Jersey Casino Control Commission. Every Security or share issued by the corporation shall bear on both sides of the certificate, which certificate evidences such security, a statement to the effect that the sale, assignment, transfer, pledge, or other disposition of the security or share is subject to the approval of the New Jersey Casino Control Commission and absent such approval, any sale, assignment, transfer, pledge or other disposition shall be ineffective and the corporation shall have the absolute right to repurchase such shares at the market price or purchase price, whichever is lesser.

EX-3.51

EXHIBIT 3.51

	FILING FEE: $75.00
	BY: LIONEL SAWYER & COLLIN
	50 W. LIBERTY ST. #1100
	RENO, NV 89505
(STAMP)

ARTICLES OF INCORPORATION

OF

RAMADA STATION, INC.

6136-86

     The undersigned natural persons acting as incorporators of a corporation (the “Corporation”) under the provisions of Chapter 78 of the Nevada Revised Statutes, adopt the following Articles of Incorporation.

ARTICLE 1

NAME

     The name of the Corporation is Ramada Station, Inc.

ARTICLE 2

PERIOD OF DURATION

     The period of duration of the Corporation is perpetual.

ARTICLE 3

PURPOSE

     The purpose for which the Corporation is organized is to engage in any lawful activity.

ARTICLE 4

AUTHORIZED SHARES AND ASSESSMENT OF SHARES

     Section 4.01 Authorized Shares. The aggregate number of shares that the Corporation shall have the authority to issue is 1,000 shares of Capital Stock with a par value of $1.00 per share.

ARTICLES OF INCORPORATION (STD)
FORMS C-1-1
062486

     Section 4.02 Assessment of Shares. The Capital Stock of the Corporation, after the amount of subscription price has been paid, shall not be subject to pay the debts of the Corporation, and no Capital Stock issued as fully paid up shall ever be assessable or assessed.

     Section 4.03 Denial of Preemptive Rights. No shareholder of the Corporation shall have any preemptive or other right, by reason of his status as a shareholder, to acquire any unissued shares, treasury shares, or securities convertible into shares of the Capital Stock of the Corporation. This denial of preemptive rights shall, and is intended to, negate any rights which would otherwise be given to shareholders pursuant to NRS 78.265 or any successor statute.

ARTICLE 5

PRINCIPAL OFFICE AND INITIAL RESIDENT AGENT

     Section 5.01 Principal Office. The address of the principal office of the Corporation is 1700 Valley Bank Plaza, 300 South Fourth Street, Las Vegas, Clark County, Nevada 89101.

     Section 5.02 Initial Resident Agent. The name of the initial resident agent of the Corporation, a corporate resident of the State of Nevada, whose business address is at the above address, is LIONEL SAWYER & COLLINS.

ARTICLES OF INCORPORATION (STD)
FORMS C-1-1
062486

2

ARTICLE 6

DATA RESPECTING DIRECTORS

     Section 6.01 Style of Governing Board. The members of the governing board of the Corporation shall be styled Directors.

     Section 6.02 Initial Board of Directors. The initial Board of Directors shall consist of three (3) members, who need not be residents of the State of Nevada or shareholders of the Corporation.

     Section 6.03 Names and Addresses. The names and post office addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders, or until their successors shall have been elected and qualified, are as follows:

Name	Post Office Address
Patty L. Weyant	P. O. Box 2610
	Reno, NV 89505
Stephanie Maldonado	P. O. Box 2610
	Reno, NV 89505
Shirley C. Stricker	P. O. Box 2610
	Reno, NV 89505

     Section 6.04 Increase or Decrease of Directors. The number of Directors of the Corporation may be increased or decreased from time to time as shall be provided in the Bylaws of the Corporation.

ARTICLES OF INCORPORATION (STD)
FORMS C-1-1
062486

3

ARTICLE 7

DATA RESPECTING INCORPORATORS

     The names and post office addresses of the incorporators of the Corporation are as follows:

Name	Post Office Address
Patty L. Weyant	P. O. Box 2610
	Reno, NV 89505
Stephanie Maldonado	P. O. Box 2610
	Reno, NV 89505
Shirley C. Stricker	P. O. Box 2610
	Reno, NV 89505

EXECUTED this 29th day of August, 1986.

(ILLEGIBLE)

ARTICLES OF INCORPORATION (STD)
FORMS C-1-1
062486

4

STATE OF NEVADA	)
	)	SS:
COUNTY OF WASHOE	)

     I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Nevada, do hereby certify that on this day personally appeared before me Patty L. Weyant, Stephanie Maldonado, and Shirley C. Stricker, who, being by me first duly sworn, declared that they are the incorporators referred to in Article 7 of the foregoing Articles of Incorporation, and that they signed these Articles of Incorporation as incorporators of the Corporation and that the statements contained therein are true.

     WITNESS my hand and Notary Seal this 29^th day of August, 1986.

(STAMP)	(ILLEGIBLE)
	Notary Public

(ILLEGIBLE)

(STAMP)

ARTICLES OF INCORPORATION (STD)
FORMS C-1-1
062486

5

EX-3.51(A)

EXHIBIT 3.51(a)

	CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(STAMP)	OF	(STAMP)
	RAMADA STATION, INC.

               The undersigned, Paul Rubeli and John G. Drumm, being the President and Secretary of RAMADA STATION, INC., a Nevada corporation, do hereby certify as follows:

1.	That on February 2, 1988, the Directors of the corporation by unanimous consent, adopted and consented to the adoption of resolutions setting forth a proposed amendment to the Articles of Incorporation of the corporation, as hereinafter set forth, declaring the advisability thereof, and calling a meeting of the shareholders for the purpose of considering and voting upon the proposed amendment.
2.	Said resolution called for the following amendment to said Articles of Incorporation:

ARTICLE 1

RAMADA STATION, INC.

	The name of the Corporation is Ramada Express, Inc.
3.	That on February 2, 1988, the sole shareholder of the corporation adopted and consented to the adoption of a resolution setting forth the proposed amendment to the Articles of Incorporation as hereinabove set forth.

4. That the Articles of incorporation of Ramada Station, Inc. are hereby amended as set forth above and the undersigned make this certificate pursuant to Sections 78.385 and 78.390 of the Nevada Revised Statutes.

     DATED: February 2, 1988

/s/ Paul Rubeli  

Paul Rubeli, President 

/s/ John G. Drumm  

John G. Drumm, Secretary 

STATE OF ARIZONA	)
	)	ss:
COUNTY OF MARICOPA	)

          On February 2, 1988, personally appeared before me, a Notary Public, Paul E. Rubeli also known to me as Persident who acknowledged to me that he executed the foregoing Certificate of Amendment of Articles of Incorporation of Ramada Station, Inc.

/s/ Monika S. Hold  

NOTARY PUBLIC 

My Commission Expires Aug. 30, 1990 

STATE OF ARIZONA	)
	)	ss:
COUNTY OF MARICOPA	)

          On February 2, 1988 personally appeared before me, a Notary Public, John G. Drumm, also known to me as Secretary, who acknowledged to me that he executed the foregoing Certificate of Amendment of Articles of Incorporation of Ramada Station, Inc.

	/s/ Monika S. Hold
(STAMP)	NOTARY PUBLIC
	My Commission Expires Aug. 30, 1990

2

EX-3.51(B)

EXHIBIT 3.51(b)

(STAMP) (STAMP)

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
RAMADA EXPRESS, INC.

          The undersigned, Paul Rubeli and John G. Drumm being the President and Secretary, respectively, of Ramada Express, Inc., a Nevada corporation (Nevada Secretary of State File No. 6136-86), do hereby certify as follows:

     1. That the board of directors of Ramada Express, Inc., by unanimous written consent made pursuant to NRS 78.315(2) dated February 2, 1988, did adopt a resolution setting forth an amendment to the Articles of incorporation, declaring the advisability of such amendment, and submitting same to the stockholder for the consideration of such resolution. Said resolution called for the amendment of Article 4, Section 4.04 of the Articles of incorporation to read, in its entirety, as follows:

               Section 4.04 Restriction on Shares.

The Corporation shall not issue any stock or securities except in accordance with the provision of the Nevada Gaming Control Act and the regulations thereunder. The issuance of any stock or securities in violation thereof shall be ineffective and such stock or securities shall be deemed not to be issued and outstanding until (1) the Corporation shall cease to be subject to the jurisdiction of the Nevada Gaming Commission, or (2) the Nevada Gaming Commission shall, be affirmative action, validate said issuance or waive any defect in issuance.

No stock or securities issued by the Corporation and no interest, claim or charge therein

or thereto shall be transferred in any manner whatsoever except in accordance with the provisions of the Nevada Gaming Control Act and the regulations thereunder. Any transfer in violation thereof shall be ineffective until (1) the Corporation shall cease to be subject to the jurisdiction of the Nevada Gaming Commission, or (2) the Nevada Gaming Commission shall, be affirmative action, validate said transfer or waive any defect in said transfer.

     If the Commission at any time determines that a holder of stock or other securities of this Corporation is unsuitable to hold such securities, then until such securities are owned by persons found by the Commission to be suitable to own them, (a) the Corporation shall not be required or permitted to pay any dividend or interest with regard to the securities, (b) the holder of such securities shall not be entitled to vote on any matter as the holder of the securities, and such securities shall not for any purpose be included in the securities of the Corporation entitled to vote, and (c) the Corporation shall not pay any remuneration in any form to the holder of the securities.

     2. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 100; that, by written consent of the shareholder the amendment was adopted by a unanimous vote of the stockholder holding all stock outstanding and entitled to vote thereon.

     3. That the board of directors of Ramada Express, Inc., by unanimous written consent made pursuant to NRS 78.315(2) dated May 9, 1988, did adopt a resolution setting forth an amendment to the Articles of Incorporation, declaring the advisability of such amendment, and submitting same to the stockholder for the consideration of such resolution. Said

2

resolution called for the amendment of Article 3, of the Articles of Incorporation to read, in its entirety, as follows:

ARTICLE 3

The purpose for which the corporation is organized is to conduct gaming in the State of Nevada in accordance with the laws of the State of Nevada and the United States of America, and to engage in any lawful activity.

     IN WITNESS WHEREOF, we have sent hereunto our hands as of the 11th day of May, 1988.

/s/ Paul Rubeli  

Paul Rubeli, President 

/s/ John G. Drumm  

John G. Drumm, Secretary 

STATE OF ARIZONA	)
	)	ss:
COUNTY OF MARICOPA	)

          On May 11, 1988, personally appeared before me, a Notary Public, Paul Rubeli, who acknowledged to me that he executed the foregoing Certificate of Amendment of Articles of Incorporation of Ramada Express, Inc.

[ILLEGIBLE]

NOTARY PUBLIC

My Commission Expires Aug. 30, 1990

3

STATE OF ARIZONA	)
	)	ss:
COUNTY OF MARICOPA	)

          On May 11, 1988, personally appeared before me, a Notary Public, John G. Drumm, who acknowledged to me that he executed the foregoing Certificate of Amendment of Articles of Incorporation of Ramada Express, Inc.

[ILLEGIBLE]

NOTARY PUBLIC

My Commission Expires Aug. 30, 1990

APPROVED FOR COMPLIANCE WITH
NRS CHAPTER 463 ONLY
Nevada Gaming Commission
By	[ILLEGIBLE]
Dated	June 7, 1988

4

EX-3.51(C)

3.51(c)

ROSS MILLER
Secretary of State STATE OF NEVADA

OFFICE OF THE
SECRETARY OF STATE SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

Filing Acknowledgement

July 17, 2007

Job Number	Corporation Number
C20070717–1139	C6136–1986
Filing Description	Document Filing Number	Date/Time of Filing
Amendment	20070486379-06	July 17, 2007 10:05:20 AM
Corporation Name	Resident Agent
TROPICANA EXPRESS, INC.	CORPORATION TRUST COMPANY OF NEVADA

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recordings Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

Respectfully,
 

/s/ ROSS MILLER  

ROSS MILLER 

Secretary of State 

Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4609
Telephone (775) 684-5708
Fax (775) 684-7138

ROSS MILLER
Secretary of State
204, North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Filed in the office of	Document Number
	20070486379-06
/s/ Ross Miller	Filing Date and Time
Ross Miller	07/17/2007 10:05 AM
Secretary of State	Entity Number
State of Nevada	C6136-1986

USE BLACK INK ONLY. DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 — After Issuance of Stock)

1. Name of corporation 

Ramada Express, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

Article 1. The name of the corporation is Tropicana Express, Inc.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:           100%          

4. Effective date of filing (optional):
	(must not be later than 90 days after the certificate is filed)
5. Officer Signature (Required):	/s/ Donna B. More

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Certificate of Business: Fictitious Firm Name

Please Select One:

þ   New Application

o   Renewal of existing fictitious firm name

o   Add an individual or corporation

Please Print or Type

The expiration date for such certificates shall be the last day of the sixtieth month from the date of filing.

The undersigned do/does hereby certify that	Tropicana Express, Inc.
	(Name of individual, corporation, partnership or trust)

with mailing address of	207 Grandview Drive	,	Ft. Mitchell	,	KY	,	41017
	(Mailing Address for notification of renewal) (Street)		(City)		(State)		(Zip)

is/are conducting business in		,	Nevada, under the fictitious
	(City)

name of	Tropicana Express Hotel & Casino
	(Fictitious Firm Name) or (Doing Business As)

and that said firm is composed of the following person(s) whose name(s) and address(es) are as follows:

By signing below I do solemnly swear (or affirm), under penalty of perjury, that all statements made in this document are true.

(1)	Donna B. More, Secretary	/s/ Donna B. More	7.18.07
	Full Name and title (Type or Print)	Signature	Date
	207 Grandview Drive	Ft. Mitchell, KY 41017
	Street Address of Business or Residence	City, State, Zip
	Mailing Address, if different from above	City, State, Zip
(2)
	Full Name and title (Type or Print)	Signature	Date
	Street Address of Business or Residence	City, State, Zip
	Mailing Address, if different from above	City, State, Zip
(3)
	Full Name and title (Type or Print)	Signature	Date
	Street Address of Business or Residence	City, State, Zip
	Mailing Address, if different from above	City, State, Zip
(4)
	Full Name and title (Type or Print)	Signature	Date
	Street Address of Business or Residence	City, State, Zip
	Mailing Address, if different from above	City, State, Zip

(For additional names or signatures, please attach a separate sheet.)

Mail to: Shirley B. Parraguirre, County Clerk, Attn. FFN, P.O. Box 55
Include: Filing Fee of $20.00, original plus 2 copies and self-add   Shirley B Parraguirre, County Clerk
07/19/2007 02:25:48 PM 

02/26/04   

EX-3.52

EXHIBIT 3.52

CODE OF BYLAWS
OF
RAMADA STATION, INC.

ARTICLE I

IDENTIFICATION

     Section 1.01. Name. The name of the corporation is Ramada Station, Inc.

     Section 1.02. Principal Office and Resident Agent. The address of the principal office of the corporation is 1700 Valley Bank Plaza, 300 South Fourth Street, Las Vegas, Nevada 89101; and the name of the resident agent at this address is LIONEL SAWYER & COLLINS.

     Section 1.03. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors of the corporation.

ARTICLE II

CAPITAL STOCK

     Section 2.01. Issuance of Shares. The Capital Stock may be issued for labor, services, personal property, real estate or leases thereof or for money from time to time by the Board of Directors. Treasury shares may be disposed of by the corporation for such consideration as aforesaid from time to time by the Board of Directors.

     Section 2.02. Payment of Shares. The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, as aforesaid, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable. Future services shall not constitute payment or part payment for shares of the corporation. In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of consideration received for shares shall be conclusive. No certificate shall be issued for any share until the share is fully paid.

     Section 2.03. Certificates Representing Shares. Each holder of the Capital Stock of the corporation shall be entitled to a

certificate signed by the President or a Vice President and the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation.

     Section 2.04. Transfer of Stock. The corporation shall register a transfer of a stock certificate presented to it for transfer if:

     Clause (a) Endorsement. The certificate is properly endorsed by the registered holder or by his duly authorized attorney;

     Clause (b) Witnessing. The endorsement or endorsements are witnessed by one witness unless this requirement is waived by the Secretary of the corporation;

     Clause (c) Adverse Claims. The corporation has no notice of any adverse claims or has discharged any duty to inquire into any such claims;

     Clause (d) Collection of Taxes. There has been compliance with any applicable law relating to the collection of taxes.

ARTICLE III

THE SHAREHOLDERS

     Section 3.01. Place of Meetings. Meetings of the Shareholders of the corporation shall be held at the principal office of the corporation, 1700 Valley Bank Plaza, 300 South Fourth Street, Las Vegas, Nevada, 89101, or at any other place within or without the State of Nevada as may be designated in the notice thereof.

     Section 3.02. Annual Meetings. The annual meeting of the Shareholders shall be held each year at the principal office of the corporation at the hour of 10:00 o’clock A.M. on June 18, if this day shall fall on a normal business day, and if not, then on the first following normal business day. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

     Section 3.03. Special Meetings. Special meetings of the Shareholders may be called by the President, the Board of Directors, or by the Secretary at the written request (stating the purpose or purposes for which the meeting is called) of the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

     Section 3.04. Notice of Meetings; Waiver. Written notice stating the place, day, and hour of the meeting and, in case of a

2

special meeting the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each registered holder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the registered holder at his address as it appears on the stock transfer books of the corporation, with postage on it prepaid. Waiver by a Shareholder in writing of notice of a Shareholders’ meeting shall constitute a waiver of notice of the meeting, whether executed and/or delivered before or after such meeting.

     Section 3.05. Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Shareholders. The Shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum. The act of a majority of the shares entitled to vote at a meeting at which a quorum is present shall be the act of the Shareholders, unless a greater number is required by applicable law.

     Section 3.06. Proxies. A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after six months from the date of its execution, unless otherwise provided in the proxy.

ARTICLE IV

THE BOARD OF DIRECTORS

     Section 4.01. Number and Qualifications. The business and affairs of the corporation shall be managed by a Board of three (3) Directors. The number of Directors may be increased or decreased from time to time and at any time by the Shareholders except that, and notwithstanding the foregoing, if all the shares of the corporation are owned beneficially and of record by either one or two Shareholders, the number of Directors may be less than three, but not less than the number of Shareholders.

     Section 4.02. Election. Members of the initial Board of Directors shall hold office until the first annual meeting of Shareholders and until their successors shall have been elected and qualified. At the first annual meeting of Shareholders and at each annual meeting thereafter, the Shareholders shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office for the term for which he is elected and until his successor shall be elected and qualified. Notwithstanding anything herein to the contrary, any

3

Director may be removed from office at any time by the vote or written consent of Shareholders representing not less than two-thirds of the issued and outstanding stock entitled to vote.

     Section 4.03. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, subject to removal as aforesaid.

     Section 4.04. Place of Meeting. Meetings of the Board of Directors, annual, regular or special, may be held either within or without the State of Nevada.

     Section 4.05. Annual Meetings. Immediately after the annual meeting of the Shareholders, the Board of Directors shall meet each year for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall be necessary.

     Section 4.06. Other Meetings. Other meetings of the Board of Directors may be held upon notice by letter, telegram, cable, or radiogram, delivered for transmission not later than during the third day immediately preceding the day for the meeting, or by word of mouth, telephone, or radiophone received not later than during the second day preceding the day for the meeting, upon the call of the President or Secretary of the corporation at any place within or without the State of Nevada. Notice of any meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice, whether before or after the time of the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of the meeting.

     Section 4.07. Quorum. A majority of the number of Directors holding office shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum has been achieved shall be the act of the Board of Directors unless the act of a greater number is required by applicable law.

     Section 4.08. Action Without A Meeting. Any action that may be taken at a meeting of the Directors, or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or all of the members of the committee, as the case may be.

4

     Section 4.09. Loans. The Board of Directors shall have the following power with respect to the lending of funds:

     Clause (a) Loan of Funds, Generally. To lend money in furtherance of any of the purposes of the corporation; to invest the funds of the corporation from time to time; and to take and hold any property as security for the payment of funds so loaned or invested; but to make no loans secured by the shared of the corporation.

     Clause (b) Loan to Employees. To lend money to its employees, other than its officers and Directors, and to otherwise assist its employees, officers, and Directors; but to make no loans secured by the shares of the corporation.

ARTICLE V

THE OFFICERS

     Section 5.01. Officers. The officers of the corporation shall consist of a president, Secretary and Treasurer, and may also include a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or such other officers or assistant officers or agents as may be provided herein, or otherwise deemed necessary, from time to time by the Board of Directors. Officers need not be Directors of the corporation. Each officer so elected shall hold office until his successor is elected and qualified, but shall be subject to removal at any time by the vote or written consent of a majority of the Directors.

     Section 5.02. Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is elected and qualified, subject to removal as aforesaid.

     Section 5.03. The Chairman of the Board of Directors. The Chairman of the Board of directors shall preside at all meetings of the directors, discharge all duties incumbent upon the presiding officer, and perform such other duties as the Board of Directors may prescribe.

     Section 5.04. The President. The President shall have active executive management of the operations of the corporation, subject, however, to the control of the Board of Directors. He shall preside at all meetings of Shareholders, discharge all the duties incumbent upon a presiding officer, and perform such other duties as this Code of Bylaws provides or the Board of Directors may prescribe. The President shall have full authority to execute proxies in behalf of the corporation, to vote stock owned by it

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in any other corporation, and to execute powers of attorney) appointing other corporations, partnerships, or individuals the agent of the corporation.

     Section 5.05. The Vice President. The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as this Code of Bylaws may provide or the Board of Directors may prescribe.

     Section 5.06. The Secretary. The Secretary shall attend all meetings of the Shareholders and of the Board of Directors and shall keep a true and complete record of the proceedings of these meetings. He shall be custodian of the records of the corporation. He shall attend to the giving of all notices and Shall perform such other duties as this Code of Bylaws may provide or the Board of Directors may prescribe.

     Section 5.07. The Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the corporation. He shall be the legal custodian of all moneys, notes, securities, and other valuables that may from time to time come into the possession of the corporation. He shall immediately deposit all funds of the corporation coming into his hands in some reliable bank or other depositary to be designated by the Board of Directors, and shall keep this bank account in the name of the corporation. He shall finish at meetings of the Board of Directors or whenever requested, a statement of the financial condition of the corporation, and shall perform such other duties as this Code of Bylaws may provide or the Board of Directors may prescribe. The Treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors.

     Section 5.08. Transfer of Authority. In case of the absence of any officer of the corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any Director or employee of the corporation, provided a majority of the full Board of Directors concurs.

ARTICLE VI

SPECIAL CORPORATE ACTS

     Negotiable Instruments, Deeds, and Contracts. All checks, drafts notes, bonds, bills of exchange, and orders for the payment of money of the corporation; all deeds, mortgages, and other written contracts and agreements to which the corporation shall be a party; and all assignments or endorsements of stock certificates: registered bonds, or other securities owned by the

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corporation shall, unless otherwise required by law, or otherwise authorized by the Board of Directors as hereinafter set forth, be signed by the President or by any one of the following officers: Vice President, Secretary, or Treasurer. The Board of Directors may designate one or more persons, officers or employees of the corporation, who may, in the name of the corporation and in lieu of, or in addition to, those persons herein above named, sign such instruments; and may authorize the use of facsimile signatures of any of such person and owned or controlled by the corporation may be voted at any Shareholders’ meeting of the other corporation by the President of the corporation, if he be present; or, in his absence, by the Secretary of the corporation and, in the event both the President and Secretary shall be absent, then by such person as the President of the corporation shall, by duly executed proxy, designate to represent the corporation at such Shareholders’ meeting.

ARTICLE VII

AMENDMENTS

     The power to alter, amend, or repeal this Code of Bylaws, or adopt a new Code of Bylaws, is vested in the Board of Directors, but the affirmative vote of a majority of the Board of Directors holding office shall be necessary to effect any such action.

     I hereby certify that the foregoing Bylaws are a true and correct copy of the Bylaws of Ramada Station, Inc. as adopted on the 3rd day of September, 1986.

/s/ [ILLEGIBLE]

Secretary

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EX-4.2(A)

EXHIBIT 4.2(a)

     SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 10, 2007, is entered into by and among TROPICANA ENTERTAINMENT, LLC (formerly named Wimar OpCo, LLC), a Delaware limited liability company (the “Company”), TROPICANA FINANCE CORP. (formerly named Wimar OpCo Finance Corp.), a Delaware corporation (“Tropicana Finance,” and, together with the Company, the “Issuers”), each of the parties identified in its capacity as a Notes Guarantor on the signature pages hereto (each, a “Notes Guarantor,” and collectively, the “Notes Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”) under the Indenture (as defined below).

WITNESSETH:

     WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture, dated as of December 28, 2006 (as amended by the First Supplemental Indenture, dated as of January 3, 2007, the “Indenture”), providing for the issuance of the 9⁵/₈% Senior Subordinated Notes due 2014 of the Issuers;

     WHEREAS, pursuant to Section 9.01(1) of the Indenture, the Issuers, the Notes Guarantors and the Trustee may amend the Indenture without notice to or consent of any Securityholder to cure any ambiguity, omission, defect or inconsistency;

     WHEREAS, it has been determined by the Issuers and the Notes Guarantors that there are certain omissions from, and certain defects contained in, the Indenture;

     WHEREAS, the Issuers and the Notes Guarantors desire to cure such omissions and defects by entering into this Second Supplemental Indenture;

     WHEREAS, the Issuers and the Notes Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture; and

     WHEREAS, pursuant to Section 9.01(1) and Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Notes Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Securityholders as follows:

     SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Indenture.

     SECTION 2. Reformation of Indenture to Cure Omissions and Defects.

(a) Section 4.11 of the Indenture is hereby amended and restated in its entirety to read as follows:

“SECTION 4.11. Future Subsidiary Guarantors. The Company and each Affiliated Guarantor shall cause each domestic Restricted Subsidiary (other than (a) a Restricted Subsidiary that is already a Notes Guarantor, (b)

Tropicana Finance and (c) Greenville Riverboat, LLC) that Incurs any Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(2), (7), (8) or (9)) to, in each case, at the same time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Securities on the same terms and conditions as those set forth in Article 11 of this Indenture.”

(b) The definition of “Unrestricted Party” contained in Section 1.01 of the Indenture is amended and restated in its entirety to read as follows:

“‘Unrestricted Party’ means:

(1) Tropicana Las Vegas Holdings, LLC (formerly named Wimar Landco Intermediate Holdings, LLC) and each of its existing and future Subsidiaries unless, at the time of determination, any such entity shall have been designated a Restricted Subsidiary by the Board of Directors in the manner provided below;

(2) any Designated Affiliate, or any Subsidiary of the Company or any Designated Affiliate, in either case that at the time of determination shall be designated an Unrestricted Party by the Board of Directors in the manner provided below; and

(3) any Subsidiary of an Unrestricted Party.

The Board of Directors of the Company may designate any Designated Affiliate, or any Subsidiary of the Company or any Designated Affiliate (including any newly acquired or newly formed Subsidiary, but excluding Tropicana Finance), to be an Unrestricted Party unless such Designated Affiliate or any of their respective Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, (x) the Company, (y) any Affiliated Guarantor or (z) any Subsidiary of the Company or any Affiliated Guarantor (other than a Subsidiary of the Designated Affiliate or Subsidiary, as the case may be, that is being designated as an Unrestricted Party); provided, however, that either (A) such Designated Affiliate or Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Designated Affiliate or Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04. The Board of Directors of the Company may designate any Unrestricted Party to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) and (B) no Default shall have occurred and be continuing. Upon any redesignation of any Designated Affiliate as a Restricted Party (following a prior designation as an Unrestricted Party), such Designated Affiliate shall execute an Affiliated Guaranty and be reestablished as an Affiliated Guarantor. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the

Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.”

     SECTION 3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

     SECTION 6. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

     SECTION 8. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     SECTION 9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this Second Supplemental Indenture.

[Signature Pages Follow]

TROPICANA ENTERTAINMENT, LLC, in its capacity as an Issuer
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
TROPICANA FINANCE CORP., in its capacity as an Issuer
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
ST. LOUIS RIVERBOAT ENTERTAINMENT, INC., in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
COLUMBIA PROPERTIES LAUGHLIN, LLC, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO

Second Supplemental Indenture

CP LAUGHLIN REALTY, LLC, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
COLUMBIA PROPERTIES VICKSBURG, LLC, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
COLUMBIA PROPERTIES TAHOE, LLC, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
CP BATON ROUGE CASINO, L.L.C., in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO

Second Supplemental Indenture

ARGOSY OF LOUISIANA, INC., in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
JAZZ ENTERPRISES, INC., in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C., in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
CATFISH QUEEN PARTNERSHIP IN COMMENDAM, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO

Second Supplemental Indenture

TAHOE HORIZON, LLC, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
AZTAR CORPORATION, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
AZTAR INDIANA GAMING CORPORATION, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
AZTAR RIVERBOAT HOLDING COMPANY, LLC, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO

Second Supplemental Indenture

AZTAR MISSOURI GAMING CORPORATION, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
AZTAR INDIANA GAMING COMPANY, LLC, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
AZTAR DEVELOPMENT CORPORATION, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
RAMADA NEW JERSEY HOLDINGS CORPORATION, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO

Second Supplemental Indenture

ATLANTIC-DEAUVILLE INC., in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
ADAMAR GARAGE CORPORATION, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
RAMADA NEW JERSEY, INC. in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
ADAMAR OF NEW JERSEY, INC. in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO

Second Supplemental Indenture

MANCHESTER MALL, INC., in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
RAMADA EXPRESS, INC., in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO
JMBS CASINO LLC, in its capacity as a Notes Guarantor
By:	/s/ John G. Jacob
	Name:	JOHN G. JACOB
	Title:	SVP & CFO

Second Supplemental Indenture

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ William E. Sicking
	Name:	William E. Sicking
	Title:	Vice President & Trust Officer

Second Supplemental Indenture

EX-5.1

EXHIBIT 5.1

October 17, 2007

Tropicana Entertainment, LLC
Tropicana Finance Corp.
207 Grandview Drive
Fort Mitchell, Kentucky 41017

Re:   REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

     We have acted as special securities counsel to Tropicana Entertainment, LLC (formerly named Wimar OpCo, LLC), a Delaware limited liability company (“Tropicana Entertainment”), Tropicana Finance Corp. (formerly named Wimar OpCo Finance Corp.), a Delaware corporation (“Tropicana Finance” and, together with Tropicana Entertainment, the “Issuers”), and each of the Guarantors listed in the Registration Statement referred to below (the “Guarantors,” and together with the Issuers, the “Note Parties”) in connection with the public offering by the Issuers of $960,000,000 aggregate principal amount of 9 5/8% Senior Subordinated Notes due 2014 (the “Exchange Notes”) guaranteed by the Guarantors on a senior subordinated basis (the “Exchange Guarantees” and, together with the Exchange Notes, the “Exchange Securities”). It is expected that the Exchange Securities will be exchanged (the “Exchange Offer”) for a like principal amount of the Issuers’ issued and outstanding 9 5/8% Senior Subordinated Notes due 2014 (the “Outstanding Notes”) guaranteed by the Guarantors on a senior subordinated basis (the “Outstanding Guarantees” and, together with the Outstanding Notes, the “Outstanding Securities”) as contemplated by the Registration Rights Agreement, dated as of December 28, 2006 (the “Registration Rights Agreement”), entered into by and among the Issuers and the Initial Purchasers named therein, including the counterparts to such agreement entered into by the Guarantors on January 3, 2007. The Outstanding Notes were issued under an Indenture, dated as of December 28, 2006 (as amended by the First Supplemental Indenture, dated as of January 3, 2007, and the Second Supplemental Indenture, dated as of October 10, 2007, the

Tropicana Entertainment, LLC
Tropicana Finance Corp.
Page 2

“Indenture”), entered into by and among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”). It is contemplated that the Exchange Securities, which are expected to be issued pursuant to the Indenture, will contain substantially identical terms to the Outstanding Securities except that the Exchange Securities will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will accordingly not enjoy any registration rights.

     In rendering the opinions expressed below, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement (as amended, the “Registration Statement”) on Form S-4 (Registration No. 333-144239) filed by the Note Parties with the Securities and Exchange Commission (the “Commission”), (ii) the Indenture, (iii) the Registration Rights Agreement, (iv) the forms of the Notes representing the Exchange Securities and (v) such corporate records of the Note Parties, agreements and other instruments, certificates of public officials and of officers and representatives of the Note Parties and the Trustee and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed.

     In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, the authenticity of the originals of such documents, and the due organization of all parties to such documents. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon representations as to factual matters made in or pursuant to the Registration Rights Agreement and the Indenture (collectively, together with the Exchange Securities, the “Transaction Documents”) by the parties thereto, statements contained in the Registration Statement, oral and written statements and certificates of officers and representatives of the Note Parties and the Trustee and public officials and other documents as we have deemed necessary as a basis for such opinions.

     In rendering our opinions herein, we have assumed, without independent investigation, (i) that each of the parties to the documents and agreements we have reviewed is validly existing and has full power (corporate or other), authority, qualification and legal right to enter into and perform its obligations thereunder, (ii) the due authorization, execution and delivery of the documents and agreements we have reviewed by each of the parties thereto, and (except to the extent set forth below with respect to the Note Parties) that such documents and agreements constitute the legal, valid, binding and enforceable obligations of all such parties thereto, (iii) the due authentication of the Exchange Securities by the Trustee, (iv) that the Trustee is in compliance with its obligations under the Indenture and with all applicable laws and regulations and (iv) that all authorizations, approvals or consents of, and all filings or registrations with, any governmental or regulatory authority or agency required under any law (except the law of the State of New York and the Federal law of the United States) for the execution, delivery or performance by the parties to the documents and agreements we have reviewed have been

Tropicana Entertainment, LLC
Tropicana Finance Corp.
Page 3

obtained or made and are in effect. We have assumed that the Note Parties have complied, and will comply, with the respective representations, covenants and agreements made or deemed to be made, or expected to be made upon the consummation of the transactions contemplated by the Transaction Documents. We have also assumed that the choice of New York law provisions contained in certain of the documents and agreements we have reviewed are legal and valid under the law of any jurisdiction outside the State of New York relevant to the parties thereto and that insofar as any obligation referred to in such documents is to be performed in, or by a party organized under the law of, any jurisdiction outside the State of New York, its performance will not be illegal or ineffective in that jurisdiction by virtue of the law of that jurisdiction.

     We are familiar with the proceedings heretofore taken by the Note Parties in connection with the authorization, registration and issuance of the Exchange Securities in exchange for the Outstanding Securities pursuant to the Exchange Offer.

     Subject to the proposed additional proceedings being taken as now contemplated by us as your securities counsel and as contemplated by the Indenture and the Registration Rights Agreement prior to the issuance of the Exchange Securities in exchange for the Outstanding Securities, it is our opinion that the Exchange Securities will, upon their issuance in exchange for the Outstanding Securities in the manner referred to in the Registration Statement following the effectiveness of such Registration Statement in accordance with the Securities Act and the qualification of the Indenture under the Trust Indenture Act of 1939, constitute the legal, valid and binding obligations of the Note Parties, enforceable against the Note Parties in accordance with their terms, except (i) as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) as the enforceability thereof is subject to the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity), including without limitation the possible unavailability of specific performance, injunctive relief or any other equitable remedy, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) as may be limited by possible judicial action giving effect to foreign governmental actions or laws, (iv) as rights to indemnity and contribution may be limited by applicable law or principles of public policy, (v) that the enforceability of provisions exculpating or exempting a party from its own actions or inaction, to the extent the action or inaction involves negligence or willful misconduct, may be limited by the discretion of the court before which any proceeding may be brought, (vi) that we express no opinion as to any waiver of objection to venue contained therein and (vii) that the enforceability of provisions contained in the Exchange Securities to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.

     The foregoing opinions are limited to matters involving the law of the State of New York and the Federal law of the United States, and we do not express any opinion as to the law of any other jurisdiction.

Tropicana Entertainment, LLC
Tropicana Finance Corp.
Page 4

     In connection with the foregoing opinions, we have assumed that at the time of the issuance and delivery of the Exchange Securities, there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Exchange Securities and that the issuance and delivery of the Exchange Securities, all of the terms of the Exchange Securities and the performance by the Note Parties of their respective obligations under the Exchange Securities will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Note Parties and will not result in a default under or a breach of any agreement or instrument then binding upon any of the Note Parties.

     We express no opinion as to (i) the applicability to the obligations of any Guarantor under the applicable Exchange Guarantee of such Guarantor of (or the enforceability of such obligations under) Section 548 of Chapter 11 of Title 11 of the United States Code, as amended, Article 10 of the New York Debtor and Creditor Law, as amended, or any other provision of law relating to fraudulent conveyances, transfers or obligations or (ii) any provisions of the law of the jurisdiction of organization of any Guarantor restricting dividends, loans or other distributions by a corporation or other business entity or association for the benefit of its holders of equity or similar persons.

     We consent to the use of this opinion letter as an exhibit to the Registration Statement and to the reference to our name in the Registration Statement under “Legal Matters.” In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

     This opinion is furnished to you in connection with the filing of the Registration Statement and is not be used, circulated, quoted or otherwise relied on for any other purpose. We disclaim any obligation to update anything herein for events occurring after the date hereof.

Respectfully submitted,

Milbank, Tweed, Hadley & McCloy LLP

KJB/DJR

EX-10.1(A)

Exhibit 10.1(a)

     AMENDMENT NO. 1, CONSENT, WAIVER and AGREEMENT dated as of May 29, 2007 (this “Amendment”), to the Credit Agreement dated as of January 3, 2007 (the “Credit Agreement”), among TROPICANA ENTERTAINMENT, LLC (formerly known as Wimar OpCo, LLC), a Delaware limited liability company (the “Borrower”), TROPICANA ENTERTAINMENT HOLDINGS, LLC (formerly known as Wimar OpCo Intermediate Holdings LLC), a Delaware limited liability company, CP LAUGHLIN REALTY, LLC, a Delaware limited liability company, COLUMBIA PROPERTIES VICKSBURG, LLC (“Vicksburg”), a Mississippi limited liability company, JMBS CASINO LLC, a Mississippi limited liability company, the Lenders (as defined in Article I of the Credit Agreement) and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.

     A. Pursuant to the Credit Agreement, the Lenders have made loans to the Borrower.

     B. The Borrower has requested certain amendments, consents and waivers of the Credit Agreement as set forth herein. The requisite Lenders are willing to grant such consent, waivers and to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

     C. The Borrower has informed the Administrative Agent that Mr. William J. Yung, III and the JMBS Casino Trusts intend to either sell 100% of the equity in Vicksburg or cause Vicksburg to sell all its interest in the assets comprising Vicksburg Horizon Casino and Hotels (the “Vicksburg Horizon Sale”).

     D. In connection with the foregoing, the Borrower has requested that the Required Lenders consent to the Vicksburg Horizon Sale and waive compliance by the Borrower with certain provisions of the Credit Agreement in respect thereof as provided herein.

     E. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

          Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Consent, Waiver and Agreement. (a) The Required Lenders hereby (i) consent to the Vicksburg Horizon Sale, (ii) waive compliance by the Borrower with Section 6.05(b)(iii) of the Credit Agreement with respect to the Vicksburg Horizon Sale, and (iii) agree that the proceeds received from the Vicksburg Horizon Sale (the “Vicksburg Sale Consideration”) shall be excluded from all calculations determining

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compliance with the $50,000,000/$100,000,000 cap on Asset Sales that is set forth in Section 6.05(b)(iii) as if such Vicksburg Horizon Sale had not occurred.

     (b) As a condition to the effectiveness of Section l(a), above, the Vicksburg Sale Consideration shall comply in all respects with the requirements set forth on Exhibit A attached hereto.

     (c) The Borrower, Vicksburg, as a grantor under the Guaranty and Collateral Agreement, Mr. William J. Yung, III and the JMBS Casino Trusts that are party hereto, as negative pledgors under the Negative Pledge Agreement made by them in respect of Vicksburg, agree that, for purposes of this Amendment and the covenants and waivers set forth herein, the Vicksburg Sale Consideration shall be deemed to be proceeds of an Asset Sale of Collateral under the Credit Documents to which Section 2.13(b) of the Credit Agreement shall apply regardless of whether such Vicksburg Horizon Sale shall be structured as an asset sale or a sale of the equity of Vicksburg by William J. Yung, III and the JMBS Casino Trusts.

     (d) Neither the Borrower, Mr. William J. Yung, III, the JMBS Casino Trusts nor Vicksburg will designate any portion of the Vicksburg Sale Consideration for reinvestment under the definition of “Net Cash Proceeds” and instead will deliver to the Administrative Agent to prepay outstanding Term Loans 100% of the Net Cash Proceeds (without designating any portion of the Vicksburg Sale Consideration for reinvestment) in accordance with Section 2.13(b) of the Credit Agreement, the Guaranty and Collateral Agreement, and the applicable Negative Pledge Agreement.

     (e) Any obligation that may arise by operation of law or otherwise between Vicksburg or Mr. William J. Yung, III and the JMBS Casino Trusts, alternatively, on the one hand, and Borrower, on the other hand, in respect of the payment of the Vicksburg Sale Consideration to the Lenders shall be evidenced by and shall be subject to the terms of, the Revolving Loan Promissory Note made by Borrower in favor of Vicksburg dated January 3, 2007.

     SECTION 2. Amendment. (a) The definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby (i) amended by deleting the percentage “2.50%” after the words “Eurodollar Term Loan,” in subclause (a) and substituting therefore the percentage “2.25%” and deleting the percentage “1.50%” after the words “ABR Term Loan,” in subclause (b) and substituting therefore the percentage “1.25%”.

        (b) The following definitions are hereby inserted alphabetically in Section 1.01 of the Credit Agreement to read as follows:

           ““Amendment No. 1” shall mean Amendment No. 1 dated as of May 29, 2007, to this Agreement.”

            ““Amendment No. 1 Effective Date” shall mean the date on which Amendment No. 1 becomes effective in accordance with its terms.”

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  (c) The following section is hereby inserted in its entirety:

     “SECTION 2.24. Term Loan Repricing Protection. (a) In the event that, prior to the first anniversary of Amendment No. 1 Effective Date, any Term Lender receives a Repricing Prepayment (as defined below) other than in connection with the implementation of Amendment No. 1, then, concurrently with the making of such Repricing Prepayment, the Borrower shall in addition pay to such Term Lender a prepayment fee equal to 1.00% of the amount of such Repricing Prepayment.

        (b) As used in Section 2.24, with respect to any Term Lender, a “Repricing Prepayment” is the amount of principal of the Term Loans of such Term Lender that is either (a) optionally prepaid by the Borrower pursuant to Section 2.12 substantially concurrently with the incurrence by Holdings, the Borrower or any Subsidiary of new term loans that have interest rate margins lower than the Applicable Percentage then in effect for the Term Loans so prepaid or (b) received by such Term Lender as a result of the mandatory assignment of such Term Loans in the circumstances described in Section 2.21 following the failure of such Term Lender to consent to an amendment of this Agreement that would have the effect of reducing the Applicable Percentage with respect to such Term Loans.”.

               (d) Section 5.04(a) of the Credit Agreement is hereby amended by (x) deleting all references to the phrase “the Borrower and its consolidated Subsidiaries and the Affiliated Guarantors” therein and substituting therefor the phrase “such persons” and (y) inserting the phrase “with respect to the Borrower and its consolidated Subsidiaries and also with respect to each Affiliated Guarantor individually,” in Section 5.04(a) immediately after “(a)(i)” and also immediately after “(ii)”.

               (e) Section 5.04(b) of the Credit Agreement is hereby amended by (w) inserting the phrase “with respect to the Borrower and its consolidated Subsidiaries and also with respect to each Affiliated Guarantor individually,” at the beginning of clause “(b)”, (x) deleting the phrase “the Borrower and its consolidated Subsidiaries and the Affiliated Guarantors” therein and substituting therefore the phrase “such persons”, (y) deleting the phrase “Subsidiaries and such Affiliated Guarantors” in the sixth line therein and substituting therefore the phrase “consolidated Subsidiaries and each such Affiliated Guarantor individually,” and (z) deleting the phrase, “its consolidated Subsidiaries and the Affiliated Guarantors, on a consolidated basis” in the tenth line therein and substituting therefore the phrase “and its consolidated Subsidiaries and each of the Affiliated Guarantors individually,”.

     SECTIONS 3. Effectiveness. This Amendment shall become effective as of the date set forth above on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and (i) with respect to Section 2(a) of this Amendment only (after giving effect to any prior or concurrent assignment, whether pursuant to the mandatory assignment provisions set forth in Section 2.21 of the Credit Agreement or otherwise), each Term

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Lender, and (ii) with respect to the balance of this Amendment, Required Lenders, and (b) the Administrative Agent and its Affiliates shall have received all fees required to be paid by the Borrower in connection with this Amendment as set forth in a separate engagement letter, and reimbursement from the Borrower of all reasonable out-of-pocket expenses related thereto incurred by the Administrative Agent and its Affiliates for which invoices have been presented (including the reasonable documented fees and expenses of legal counsel). If this Amendment is approved by Required Lenders but is not approved by all Term Lenders, Section 2(a) shall be severable upon the further written agreement, and upon such agreement to sever Section 2(a), the balance of this Amendment shall become effective.

     SECTION 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

     SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

TROPICANA ENTERTAINMENT, LLC,
	by	/s/ Richard M. Fitzpatrick
		Name: RICHARD M. FITZPATRICK
		Title: SENIOR VICE PRESIDENT
		CHIEF FINANCIAL OFFICER
TROPICANA ENTERTAINMENT
HOLDINGS, LLC,
	by	/s/ Richard M. Fitzpatrick
		Name: RICHARD M. FITZPATRICK
		Title: SENIOR VICE PRESIDENT
		CHIEF FINANCIAL OFFICER
COLUMBIA PROPERTIES VICKSBURG,
LLC,
	by	/s/ Richard M. Fitzpatrick
		Name: RICHARD M. FITZPATRICK
		Title: SENIOR VICE PRESIDENT
		CHIEF FINANCIAL OFFICER
THE JMBS CASINO TRUSTS (NAMED
ON EXHIBIT B HERETO),
	by	/s/ Joseph A. Yung
		Name: Joseph A. Yung
		Title: Trustee of each named trust
WILLIAM J. YUNG, III,
	by	/s/ William J. Yung
		Name:
		Title:

CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, individually and as
Administrative Agent,
	by	/s/ Joel Glodowski
		Name: JOEL GLODOWSKI
		Title: MANAGING DIRECTOR
	by	/s/ Rianka Mohan
		Name: RIANKA MOHAN
		Title: VICE PRESIDENT

EXHIBIT A

The Vicksburg Sale Consideration shall:

     (a) be paid at the closing of the Vicksburg Horizon Sale in at least 75% cash;

     (b) be in the aggregate at least equal to approximately 6.0x the EBITDA of Vicksburg on a trailing twelve months’ basis based upon the immediately preceding twelve full fiscal months;

     (c) be in the aggregate at least equal to the fair market value of the assets being sold, transferred, leased or disposed of, as determined by the Borrower’s Chief Financial Officer in the exercise of his reasonable discretion; and

     (d) be paid pursuant to a definitive purchase agreement with respect to the Vicksburg Horizon Sale that is entered into within 18 months from the date hereof.

EXHIBIT B

THE JMBS CASINO TRUST
f/b/o WILLIAM J. YUNG, IV

THE JMBS CASINO TRUST
f/b/o JOSEPH A. YUNG

THE JMBS CASINO TRUST
f/b/o JULIE A. HAUGHT

THE JMBS CASINO TRUST
f/b/o JUDITH A. YUNG

THE JMBS CASINO TRUST
f/b/o JENNIFER A. YUNG

THE JMBS CASINO TRUST
f/b/o MICHELLE M. YUNG

THE JMBS CASINO TRUST
f/b/o SCOTT A. YUNG

EX-10.2(A)

Exhibit 10.2(a)

     AMENDMENT NO. 1 dated as of May 29, 2007 (this “Amendment”), to the Credit Agreement dated as of January 3, 2007 (the “Credit Agreement”), among TROPICANA LAS VEGAS RESORT AND CASINO, LLC (formerly known as Wimar Landco, LLC), a Delaware limited liability company (the “Borrower”), TROPICANA LAS VEGAS HOLDINGS, LLC (formerly known as Wimar Landco Intermediate Holdings, LLC), a Delaware limited liability company, the lenders from time to time party thereto (the “Lenders”) and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders.

     A. Pursuant to the Credit Agreement, the Lenders have made loans to the Borrower.

     B. The Borrower has requested certain amendments to the Credit Agreement as set forth herein. The Required Lenders are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

     C. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

     Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Amendment. (a) The definition of “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby (i) amended by deleting the percentage “2.50%” after the words “Eurodollar Term Loan,” in subclause (a) and substituting therefore the percentage “2.25%” and deleting the percentage “1.50%” after the words “ABR Term Loan,” in subclause (b) and substituting therefore the percentage “1.25%”.

          (b) The following definitions are hereby inserted alphabetically in Section 1.01 of the Credit Agreement to read as follows:

           ““Amendment No. 1” shall mean Amendment No. 1 dated as of May 29, 2007, to this Agreement.”

           ““Amendment No. 1 Effective Date” shall mean the date on which Amendment No. 1 becomes effective in accordance with its terms.”

           (c) The following section is hereby inserted in its entirety:

      “SECTION 2.24. Term Loan Repricing Protection. (a) In the event that, prior to the first anniversary of Amendment No. 1 Effective Date, any Lender receives a Repricing Prepayment (as defined below), other than in connection with the implementation of Amendment No. 1,

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then, concurrently with the making of such Repricing Prepayment, the Borrower shall in addition pay to such Lender a prepayment fee equal to 1.00% of the amount of such Repricing Prepayment.

      (b) As used herein, with respect to any Lender, a “Repricing Prepayment” is the amount of principal of the Loans of such Lender that is either (a) optionally prepaid by the Borrower pursuant to Section 2.12 substantially concurrently with the incurrence by Holdings, the Borrower or any Subsidiary of new term loans that have interest rate margins lower than the Applicable Percentage then in effect for the Loans so prepaid or (b) received by such Lender as a result of the mandatory assignment of such Loans in the circumstances described in Section 2.21 following the failure of such Lender to consent to an amendment of this Agreement that would have the effect of reducing the Applicable Percentage with respect to such Loans. For avoidance of doubt, any refinancing of all of the Loans through a credit facility or securities offering whose sole purpose is, or that occurs as an ancillary transaction to, the financing of the construction of material improvements to the Tropicana Las Vegas Property, shall not result in any obligation to pay the premium provided for in Section 2.24(a).”.

     SECTION 2. Effectiveness. This Amendment shall become effective as of the date set forth above on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and each Lender (after giving effect to any prior or concurrent assignment, whether pursuant to the mandatory assignment provisions set forth in Section 2.21 of the Credit Agreement or otherwise) and (b) the Administrative Agent and its Affiliates shall have received all fees required to be paid by the Borrower in connection with this Amendment as set forth in a separate engagement letter, and reimbursement from the Borrower of all reasonable out-of-pocket expenses related thereto incurred by the Administrative Agent and its Affiliates for which invoices have been presented (including the reasonable documented fees and expenses of legal counsel).

     SECTIONS 3. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

     SECTION 4. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 5. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment 1o be duly executed by their duly authorized officers, all as of the date and year first above written.

TROPICANA LAS VEGAS RESORT AND
CASINO, LLC,
	by	/s/ Richard M. Fitzpatrick
		Name: RICHARD M. FITZPATRICK
		Title: SENIOR VICE PRESIDENT
		CHIEF FINANCIAL OFFICER
TROPICANA LAS VEGAS HOLDINGS,
LLC,
	by	/s/ Richard M. Fitzpatrick
		Name: RICHARD M. FITZPATRICK
		Title: SENIOR VICE PRESIDENT
		CHIEF FINANCIAL OFFICER

CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, individually and as
Administrative Agent,
	by	/s/ Joel Glodowski
		Name: JOEL GLODOWSKI
		Title: MANAGING DIRECTOR
	by	/s/ Rianka Mohan
		Name: RIANKA MOHAN
		Title: VICE PRESIDENT

EX-10.7

EXHIBIT 10.7

PARCEL II

EXCEPTION 2(A)

C

(Illegible)

CONTRACT OF LEASE		UNITED STATES OF AMERICA
By: COHN REALTY CO., INC.		STATE OF LOUISIANA
In Favour of: PAHL M. DUE’,		PARISH OF EAST BATON ROUGE
	RICHARD J. DODSON, JOHN W.
	deGRAVELLES, CHESTER J.
	CASKEY & DAVID W. ROBINSON	CITY OF BATON ROUGE

     BE IT KNOWN, that on the date shown below

     BEFORE ME, the undersigned Notaries Public, duly commissioned and qualified in and for their respective parishes, State of Louisiana, therein residing and in the presence of the undersigned competent witnesses:

     PERSONALLY CAME AND APPEARED:

     COHN REALTY CO., INC., a/Louisiana corporation domiciled in the Parish of East Baton Rouge, herein represented by its duly authorized and empowered President, Dr. Isidore cohn, Jr., hereunto duly authorized by a resolution adopted by the Board of Directors of the said Cohn Realty co., Inc., held at its office in the city of Baton Rouge, Louisiana, on the 26th day of April, 1982, a certified copy of which is attached hereto and made a part hereof, (hereinafter called “LESSOR”) and

     PAUL H. DUE’, RICHARD J. DODSON, JOHN W. deGRAVELLES, DAVID W. ROBINSON and CHESTER JOHN CASKEY, all residents of lawful age of Baton Rouge, East Baton Rouge Parish, Louisiana, whose permanent mailing address is one Maritime Plaza, (hereinafter called “LESSER”).

     And said appearers declared that they have entered into and do hereby enter into a contract of lease in words and figures subject to the following terms and conditions, to-wit:

     1. DESCRIPTION OF LEASED PREMISES. Lessor covenants that for and in consideration of the rents hereinafter stipulated to be paid by Lessee, Lessor has Leased, let and demised, and does by these presents Lease, let and demise to Lessee, its successors and assigns, the following described property located in the Parish of East Baton Rouge, Louisiana, to-wit:

That certain square of ground with all improvements thereon measuring approximately one hundred twenty eight feet (128’) by one hundred ninety two feet (192’) located on the northeast corner of Europe Street and St. James Street, measuring 128 feet on Europe Street by a depth of 192 feet between parallel lines along St. James Street and being identified as LOTS NUMBER THREE (3), FOUR(4) and FIVE(5), SQUARE TEN (10), BEAUREGARD TOWN, Parish of East Baton Rouge.

     2. PEACEFUL POSSESSION. Lessor warrants and covenants that it is the sole owner in the simple of the hereinabove described property, that it has full right and authority to make this lease of the hereinabove described property and every part and parcel thereof and that the said property is unencumbered by any mortgage or lien or whatsoever nature which will prejudice these presents, except such zoning restrictions as may be provided by law and this lease shall be subject to such restrictions. Lessor further covenants that, if Lessee should fully observe and perform all of the covenants, conditions and stipulations of this lease to be by it observed and performed, Lessee will be maintained by Lessor in the peaceful and undisturbed possession and enjoyment of the leased premises during the term hereof as is or may be required by Law.

     3. DELIVERY OF POSSESSION. Lessor covenants that it will deliver possession of the leased premises to Lessee on the commencement date of this lease.

     4. TERM. The primary term of this lease shall be seventeen (17) years, beginning on the first day of August, 1983.

     5. RENTALS.

     (a) Leases shall, during the first five (5) years of the primary term of this lease, pay to the Lessor at ROSENTHAL & ASSOCIATES, 751 Court Street (P.O. Box 718), Port Allen, Louisiana 70767, or at such other place as Lessor may, from time to time, in writing designate, a basic annual rental of NINETY TWO THOUSAND FOUR HUNDRED EIGHT AND NO/100 ($92,408.00) DOLLARS payable in equal monthly installments of SEVEN THOUSAND SEVEN HUNDRED AND 67/100 ($7,700.67) DOLLARS on the first day of each month during the course of the year, for each of said first five (5) years.

2.

     (b) There shall be a reevaluation and increase of the basic annual rent on August 1, of each 5th year following commencement date of this Lease. The first reevaluation and increase of the basic annual rental shall be five years after the commencement of this lease or on May 1 1987 and thereafter a reevaluation and increase shall be on May 1 of each fifth year thereafter, all as illustrated on Exhibit C attached hereto. This reevaluation and increase shall be based on the consumer Price Index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clerical workers (including single workers) all items, groups, sub-groups and special groups of items” as promulgated by the Bureau of the Labor Statistics of the United States Department of Labor. If the CPI on the commencement date of this Lease is less than the CPI on the first day of each fifth calendar year during the term or extension hereof, then Lessee shall pay Lessor, in addition to the basic annual rent, 25% of the basic annual rent multiplied by the percentage of increase by which the CPI at the beginning of each fifth calendar year exceeds the CPI on the commencement date of the preceding five year period. Until the CPI is available for the beginning of any five year period, Lessee shall in good faith estimate the CPI and pay rental based on that estimate until the CPI is available, at which time the rental for the remainder of that five year period shall be permanently adjusted and any differences in amounts paid based on the estimated CPI shall be promptly paid by Leases or refunded by Lessor. No change in the CPI shall reduce the annual rent below the basic annual rent for the preceding five year period. In the event that the Bureau of Labor Statistics shall change the base period (now 1967) and commence a new series of index number after this lease commences, then the new index numbers may be used provided the index number for the month prior to the commencement date of this lease is adjusted to reflect its true relationship with the index numbers under the new base period. For example, if the Bureau of Labor Statistics would have determined to change the base year and commence a new series of index numbers starting at 100 when the consumer price index under the 1967 base year reach 300, then the true

3.

relationship between the old index numbers and the new index numbers would be that the old series must be divided by three (3) in order to be used in the same computation with the new index numbers.

     In the event that the CPI (or successor or substitute index) is not available, a reliable governmental or other non-partisan publication evaluating the information theretofore used in determining the CPI shall be used in lieu of such CPI. Attached hereto as Exhibit A is an example of how the above calculations are to be made; this example is provided as an illustration of methodology only.

     (c) On August 1 of the thirtieth year following the commencement date of this lease, the rental payable hereunder shall be totally revised on the basis of an appraisal. The subject property shall be appraised as warehouse space in its unimproved state (as if Lessee had made no improvements). In other words, the appraisal shall reflect the characteristics, amenities and features of the property as of the date of this agreement, and be revised to reflect the market conditions for use as warehouse space at the time of the appraisal contemplated herein thirty years hence.

     The revised rents for this lease shall be fixed at seventy (70%) percent of the appraised rental value of the warehouse space of the building. In order to establish this figure, each party hereto shall appoint a qualified appraiser of real estate to appraise such space. In the event that the appraisers fail to reach a mutually agreed upon amount, the two appraisers shall select a third qualified appraiser, the appraisal of whom shall be final. If no third appraiser can be agreed upon within thirty (30) days, then the appraised warehouse rental value shall be determined by a Court of competent jurisdiction and the new rent shall be seventy (70%) percent thereof. Attached hereto as Exhibit B is an example of how the above calculations are to be made; this example is provided as an illustration of methodology only.

     In the event that seventy (70%) percent of the appraised rental value is less than the rental computed in accordance with sub-paragraph (b) above, the rental as determined by sub-paragraph (b) shall apply.

4.

     (d) The rental amount established under sub-paragraph (c) above shall be adjusted every five (5) years according to the provisions of sub-paragraph (b) above.

     6. OPTIONS TO RENEW. Lessee shall have the right and option of renewing and extending this lease for an initial extension of three (3) years and then eight (8) additional periods of ten (10) years each, on the same terms and conditions as are set forth hereinbelow in this Paragraph 6. Such options shall be automatically exercised unless Lessee gives written notice to Lessor of its intention not to exercise same on or before ninety (90) days prior to the end of the primary term or the term of the then effective extension or renewal period, whichever is applicable.

     The basic annual and the additional rentals for each five (5) year period during said extension or renewal periods shall be computed under the same formula as the basic annual and the additional rentals for the second five (5) years of the primary term, adjusted every five (5) years using the index at the beginning and end of each five (5) year period.

     Attached as Exhibit “C” is an example of the applicable rentals for the seventeen (17) year primary term, the initial three (3) year extension, and the eight (8) additional periods of ten (10) years each.

     7. INTEREST ON RENT. Any installment of rent which shall not be paid when due shall bear interest at the rate of eight (8%) per cent per annum from due date when such payment should have been paid.

     8. LESSEE TO PAY AD VALORAM TAXES. As part of the consideration for this lease and in addition to the rents and other payments herein provided, Lessee shall, before they become delinquent, pay all lawful ad valoram taxes, assessments, forced contributions, and other governmental charges in the nature thereof, general and special, ordinary and extraordinary, of every nature and kind whatsoever, which may be levied, assessed or imposed upon the leased premises or any building or other improvements hereafter erected on the leased premises, but not further or otherwise, it being the intent hereof that Lessee is obligated to pay only such taxes, levies and assessments as may be directly

5.

levied, assessed or imposed upon or against said leased premises and any building hereafter erected or other improvements hereafter made on the leased premises; provided, that such taxes for the first year of this lease and for the last year of the lease or extension or renewal, as the case may be, shall be prorated between Lessor and Lessee based on their respective periods of occupancy. Nothing in this lease contained shall require Lessee to pay any franchise tax, gift tax, estate tax, inheritance tax or other death tax or capital levy or transfer tax levied or assessed against Lessor on any income, excess profits, or revenue tax or any other tax assessment, charge or levy of Lessor upon the rents payable by Lessee under this lease, and if Lessee is required by law to pay any of the same, Lessor shall reimburse Lessee with interest at the rate of eight (8%) per cent per annum, or any sum so paid may be deducted from the rents due hereunder.

     9. PRIORITY OF LEASE AND RIGHT OF FIRST REFUSAL. Lessor covenants that in case Lessor shall at any time hereafter alienate or encumber the leased premises or any part or parcel thereof, such sale or encumbrance shall be made expressly subject and subordinate to the provisions of this lease and to the rights of Lessee hereunder. If at any time during the primary term of this lease or renewal period, and provided Lessee is not in default of this lease, Lessor shall, before it sells all or any portion of the property, give Lessee in writing the option to purchase the property or portion thereof on the same terms and conditions. Such option must be exercised by Lessee by notice in writing within forty-five (45) days and the closing must take place within thirty (30) days after the date of such notice. If Lessee fails to exercise such option or to close the sale timely, Lessor shall be free to sell the property on those same terms and conditions, but subject to this lease.

     10. HOLD HARMLESS. Lessee will at all times during the term of this lease save harmless Lessor and the leased premises and the improvements thereon from all taxes, assessments, forced contributions and charges provided in paragraph 8 hereinabove to be paid by Lessee, and from all liens and penalties in conjunction therewith, and from all

6.

public requirements with respect to the construction, reconstruction, maintenance or repair of streets and sidewalks adjacent to the leased premises; and upon written application of Lessor, Lessee shall furnish to Lessor for inspection and such other use as may be proper for the protection of Lessor’s interest in the leased premises, written evidence that any and all of the taxes, assessments, forced contributions and charges hereinabove set forth in Paragraph 8 hereof to be paid by Lessee have been duly satisfied and paid, or otherwise discharged.

     Nothing herein contained, however, shall be construed as preventing or interfering with the contestation by Lessee, at its own expense, of any tax, assessment, forced contribution, charge, lien or claim or any kind in respect to the leased premises or any building or other improvement, now or hereafter situated thereon, which may be considered by Lessee to be unlawful or excessive, and for that purpose Lessee may sue or defend, in its own name or in the name of Lessor, as the case may require, but the Lessee shall, if the Lessor in writing requires the same, furnish reasonable security for the payment of all liability, costs, and expenses at the end of the litigation, and Lessee, so long as the matter shall remain undetermined by final judgment, shall not be considered in default hereunder for the nonpayment thereof; provided, however, that Lessee may not, under the provisions of this Paragraph permit the leased premises or any building or other improvement now or hereafter situated thereon to be sold or forfeited, and any sale or forfeiture shall be deemed to be a default hereunder.

     11. LESSEE TO COMPLY WITH LAW. During the term hereof Lessee shall conform to and observe all laws, ordinances, rules and regulations of the United States of America, State of Louisiana and the Parish of East Baton Rouge, and all public authorities, boards or offices relating to the leased premises or the improvements upon same, or the use thereof, and will not during said term permit the same to be used for any illegal or immoral purpose, business or occupation; provided that nothing herein contained shall be construed as preventing or interfering with the contestation by Lessee, at its own expenses, of any such law or ordinance, and for that purpose Lessee may sue or

7.

defend, in its own name or in the name of Lessor, as the case may require, but Lessee shall, if Lessor in writing requires same, furnish to Lessor reasonable security for the payment of all liability, costs and expense at the end of the litigation, and Lessee, so long as the matter shall remain undetermined by final judgment, shall not be considered in default in the nonobservance thereof.

     12. OBLIGATION OF LESSEE TO DEVELOP LEASED PREMISES. Lessee hereby agrees that it will go forward with the renovation and development of the property herein leased for commercial office, retail store, restaurant purposes or for any other lawful purpose as soon as practical and Lessee further agrees that upon undertaking the construction of any renovation and development work, and upon completion of same that it will be free of machanics’, contractors’, subcontractors’, material-mans’, laborers’ and other liens or the possibility thereof, Lessee further agrees not to commence construction of any development on said property until such time as Lessee shall have furnished to Lessor certificates of Owners, Landlords and Tenants and Construction Liability insurance, with minimum policy limits of $500,000 per occurrence, naming Lessor as an additional insured party at interest. All such certificates shall contain a provision whereby the Lessor shall be entitled to ten (10) days notice of cancellation. Lessor shall have the right to review and approve all plans and specifications prior to the commencement of any such work. Upon submission by Lessee of plans and specifications, Lessor shall have twenty (20) days to notify Lessee of any objection. After the twenty (20) days period has elapsed and Lessee has not been notified in writing of any specific objection, Lessee may unequivocally assume that Lessor has approved the plans and specifications. Lessor’s approval shall not be unreasonably withheld.

     13. LESSEE TO MAINTAIN INSURANCE. Lessee covenants and agrees that Lessee will, throughout the term of this Lease, at Lessee’s cost and expense, maintain the Owners’, landlords and Tenants insurance described in Paragraph 12, and will keep all buildings and improvements on the leased premises insured in good and solvent insurance companies, legally authorized to transact business in the State of Louisiana,

8.

against damage or destruction by fire, or other hazards covered by normal extended insurance coverage, subject to the usual and customary exclusion and limitation, in an amount equal to 80%, or the maximum obtainable, of the insurable value of said building and improvements, with the addition of a replacement cost endorsement. However, if insurance coverage is not available in the amount set forth hereinabove, then Lessee covenants and agrees that it will at all times, at its cost and expense, keep all buildings and improvements on the leased premises insured in the maximum amount obtainable. Lessee covenants and agrees that it will not do or omit to do anything which would vitiate the insurance hereinabove in this paragraph provided for, or which would prevent the obtaining thereof. Lessee will carry its policies of insurance with Lessor also named as an insured and will furnish Lessor with certificates of insurance upon request for same. All such certificates shall contain a provision whereby the Lessor shall be entitled to ten days notice of cancellation.

     Lessor and Lessee agree that in the event of any loss or damage to the building on the leased premises, or of the contents, improvements, fixtures or equipment of Lessee located therein, by fire or any other perils which lessor and Lessee have insured against or have obligated themselves under this lease to insure against, regardless of the cause thereof, and whether or not the same be caused by carelessness or negligence of Lessor or Lessee, their respective servants, employees, agents, invitees, visitors or licenses. Neither Lessor, Lessee nor their respective insurance carrier shall have any right of subrogation over or against the other, their servants, employees, agents, invitees, visitors or licensees, for any such damage or loss so sustained. Neither Lessor nor Lessee shall be under obligation to pay any amount to the other, its successors or assigns, or to pay any amount to the insurance company isssuing the policy of insurance for the amount of the insurance or damages even though the loss or damage is caused by the neglience of the other, its agents, servants, invitees, employees, visitors or licensees. Lessor and Lessee shall each cause its respective insurance carrier or carriers to waive rights of subrogation

9.

in conformity with the terms of this lease and shall promptly furnish each other with proper endorsements or appropriate evidence with respect thereto.

     14. LESSEE TO COMPLY WITH LAWS, ORDINANCES, ETC., IN DEMOLITION OR CONSTRUCTION WORK. In the demolition, excavating for, and construction of any building or buildings or (Illegible) premises covered by this leasse, and in the removing, rebuilding, repairs, altering, addition to or extending any party walls and foundations, Lessee will conform to and observe all laws, applicable thereto, and will further protect all buildings on adjacent premises to the extent required by laws, ordinances, building codes, rules and regulations, and at all times will keep Lessor and the premises hereby leased indemnified against and discharged of any charge or liability in favor of the owners of such adjacent premises arising out of such operations by Lessee, and will pay and discharge all liability and damages occasioned to any person or persons resulting from such demolition, excavation or construction or from such removing, rebuilding, repairing, altering, addition or extending any such party walls foundations.

     15. LESSEE TO HOLD LESSOR HARMLESS AGAINST LIENS, JUDGMENT OR ENCUMBRANCES. Lessee will indemnify and hold harmless Lessor from and against the payment of all loss, damages, legal costs and charges, inclusive of counsel fees, by Lessor lawfully and reasonably incurred or expanded in or about the prosecution or defense of any suit or other proceeding in the discharging of the leased premises, or any party thereof, from any lien, judgment or encumbrance created, or permitted to be created, by Lessee upon, or against the same or against Lessee’s leasehold estate (except mortgage liens placed on such leasehold estate by Lessee), and also any costs and charges, inclusive of counsel fees, incurred on account of proceedings by Lessor in obtaining possession of the premises covered by this lease after the termination of the lease by forfeiture or otherwise.

     16. LESSEE TO KEEP BUILDING IN REPAIR. Lessee shall at all times during the term of this lease, and at its own expense, keep all buildings and improvements situated on the premises covered by this

10.

lease, except for the structural components of the roof and the exterior walls, in good order, condition and repair, ordinary wear and tear excepted, and shall at all times save and keep Lessor free and harmless from any and all damages or liability, occasioned by any act or neglect of Lessee, or any agent or employee of Lessee or any tenant or person holding under Lessee, and shall indemnify and save harmless Lessor against and from any loss, costs, damage and expenses arising out of or in connection with the erection of any building or improvement upon said premises, or out of any accident or injury to any person or damage to property, whomsoever and whatever, due directly or indirectly to the use of said premises, or any part thereof, by Lessee, or any other person or persons holding under Lessee, unless such accident, injury or damage results from the active negligence or willful act of Lessor. For purposes of clarification, attached as Exhibits are examples of the type of roof and exterior wall maintenance required by Lessee and Lessor.

     17. LESSOR MAY PAY TAXES, INSURANCE PREMIUMS, ETC., FOR LESSEE’S ACCOUNT. In case of any default on the part of Lessee in the payment of any taxes, assessments, forced contribution, public charges or premiums on insurance, or the payment of any amount herein provided to be paid (other than amounts payable as rents) or in procuring insurance as herein provided, Lessor may, on behalf of Lessee, make any such payment or payments, or procure any such insurance, and Lessee covenants thereupon to reimburse and pay Lessor any amount reasonably so paid and expended (with interest thereon at the rate of eight (8%) percent per annum from the date of the payment so made until paid by Lessee) on the date on which the next installment of rent shall be payable. Any demand for rent or other payment made on Lessee, after the same shall have become due and payable, shall have the same force and effect as though made at the time of its becoming due and payable.

     18. SALE, ASSIGNMENT OR SUBLEASE OF LEASE. So long as Lessee shall not be in default of any of its obligations under this lease agreement, it shall have the full right to sell or assign this lease to any other person, firm or corporation capable of accepting such sale or

11.

assignment. No sale or assignment shall be made of less than the whole of the lease for the whole unexpired term thereof. The right to sell or assign this lease conveyed herein and the right to sublease the whole of the leased premises is conditioned upon first obtaining approval in writing to such sale, assignment or sublease from Lessor, provided, however, that Lessor may not arbitrarily refuses to approve and accept a bona fide purchaser, assignee or sublessee of good character and sound financial standing. Lessee notwithstanding such sale or assignment, shall remain liable for the payment of the monthly rents and other charges stipulated by this lease for the remainder of the primary term or renewal and the performance and observance of all of the covenants, conditions, and stipulations herein give expressed, and contained on the part and behalf of Lessee to be performed and observed. Any purchaser or assignee of Lessee may, subject to the provisions hereof and upon the same terms and conditions, sell or assign the leasehold, and like subsequent sales or assignments may be made form time to time by any one at any time holding the leasehold.

     Lessee shall have the right to sublease from time to time and at any time any part of the premises covered by this lease, provided it is less than the whole of the leased premises and/or any part of the buildings or other improvements thereon to any person, firm or corporation capable of taking such sublease upon such terms, stipulations, and conditions as Lessee may determine. The right of Lessee to sublease a part of the leased premises and/or buildings located thereon is not conditioned on the prior consent or permission of Lessor.

     Any such sale, assignment or sub-lease shall be made subject to all of the provisions contained in this lease.

     19. LESSOR TO JOIN IN APPLICATIONS FOR PERMITS, LICENSES, ETC. Lessor agrees that within ten (10) days after the receipt of written request from Lessee it will join in any and applications for permits, licenses, zoning classification changes, designation of the property as an historical site, or other authorizations required by any governmental or other body claiming jurisdiction in connection with any work or repair and/or alterations and changes or erection which Lessee

12.

may do hereunder, and will also join in such applications for electric, telephone, gas, water, sever and other public utilities and facilities as may be reasonably necessary in the operation of the premises covered by this lease or of the buildings and improvements that may erected thereon.

     20. LESSEE ENTITLED TO SALVAGE. All material and salvage resulting from any repair, alteration or change shall become and be the property of Lessee without payment or any compensation therefor to Lessor.

     21. RIGHTS OF LESSEE NOT LIMITED BY ENUMERATION. The foregoing and succeeding enumeration of rights of Lessee is not intended in anyway to limit or restrict the rights of Lessee to those listed or enumerated in this lease agreement, but to the contrary it is expressely recognized that Lessee shall have all of the rights and privileges granted to it in any part of this lease or to which it would otherwise be entitled by law if not herein specifically denied.

     22. RIGHT OF LESSEE TO MORTAGE LEASEHOLD. Lessee may at any time and from time to time as it may see fit, subject always to the terms and conditions of this lease, in any legal manner, mortgage or otherwise hypothecate its leasehold estate and/or its interest or rights hereunder or any part thereof for a period not extending beyond the term of this lease plus any renewals thereof. Lessee will deliver the leased premises to the Lessor free and clear of all mortgages and encumbrances at the end of the terms of this lease.

     23. EFFECT OF WAIVER OF BREACH. No waiver of any condition or covenant in this instrument contained, or of any breach thereof, shall be taken to constitute a waiver of any subsequent breach. No payment by Lessor, in case of default on the part of Lessee in that respect, of any taxes, assessments, public charges, or premiums of insurance of the payment of any amount herein provided to be paid, other than rents, or in the procuring of insurance as hereinabove provided, shall constitute or be construed as a waiver or condonance by Lessor of the default of Lessee in that respect.

13.

     24. LEASE NOT AFFECTED BY DAMAGE OR DESTRUCTION OF BUILDING. Except as provided below, no damage to or destruction of any buildings or building hereafter located on the premises covered by this lease by natural disaster, fire or other casualty shall be taken to entitle Leasee to surrender possession of the premises covered by this lease, or to terminate this lease, or to have an abatement or any part of the rents, the laws of the State of Louisiana to the contrary notwithstanding; and neither party hereto shall be released, by reason of the damages or destruction of any such building or buildings on the premises covered by this lease, from the obligations created or imposed by virtue of this lease.

     However, if the buildings on the leased premises are totally destroyed by a natural disaster or by fire, casualty, or any other cause during the last twelve (12) years of the primary term or the last five (5) years of any renewal term to such an extent that at least seventy (70%) percent of the normally usable floor space is not usable, then Leasee may terminate this lease in lieu of rebuilding the leased premises provided that all mortgages and other encumbrances on the leasehold interest are paid in full, and further provided that the leased premises are leveled and cleared of all debris by Lessee. Should Lessee terminate this lease as permitted by the preceding sentences, all outstanding encumbrances created by Lessee shall be first paid out of any insurance available to cover the loss, and the balance, if any, of the available insurance shall then be divided between Lessor and Lessee in the following manner; Lessor shall receive a portion equal to present value of the income stream of the unexpired term of the lease. Lessee shall receive the balance of the insurance proceeds.

     25. SERVICES OF NOTICES. All notices, demands and requests which may or are required to be given by either Party to the other shall be in writing. All notices, demands and requests by Lessor to Lessee shall be deemed to have been properly give if served personally on Lessee or if sent by United States certified mail, postage prepaid, addressed to Lessee at One Maritime Plane, Baton Rouge, LA 70802, or

14.

at such other place as Leasee may from time to time designate hereafter in a written notice to Lessor. All notices, demands, and requests by Lessee to Lessor shall be deemed to have been properly given, if served personally on an officer of Lessor or if sent by United States certified mail, postage prepaid, addressed to Lessor c/o Rosenthal & Associates, 751 Court Street (P. O. Box 718), Port Allen, LA 70767, or at such other place as Lessor may from time to time hereafter designate in a written notice to Lessee.

     26. EXPROPRIATION OF LEASED PREMISES. In case any part of the premises covered by this lease less than the whole shall be taken under the power of eminent domain, this lessee shall not be terminated, but from and after the date on which Lessee shall have been so deprived of the possession of any part of the premises covered by this lease, the rent thereafter payable under the provisions of this lease shall be reduced in the proportion which the value of the land and improvements so taken bears to the value of the land and improvements subject to this lease.

     In the event that Lessor and Lessee cannot agree upon the amount of such reduction, it shall be fixed by arbitration or by a Court of competent jurisdiction.

     In the event of disagreement, Lessee shall, until the amount of the reduction has been so fixed by arbitration, continue to pay the full amount of rent which would be due under the provisions of this lease in the absence of any taking under the power of eminent domain less an undisputed reduction, subject to retroactive adjustment of such rent back to the date on which Lessee shall have been so deprived of possession to conform to the decision of the arbitrators, and Lessor shall promptly, after the rendition of such decision, refund to Lessee the amount of reduction in rent as determined in such decision of the arbitrators.

     In case the whole of the premises covered by this lease shall be taken under the power of eminent domain, or as a result of a taking of a portion of the property, it renders the property unsuitable for its intended purpose, then Lessee has the option to terminate the lease

15.

effective as of the date of the expropriation. If Lessor and Leasee cannot agree whether the property has been rendered “unsuitable for its intended purpose” a determination thereof shall be made by a Court of competent jurisdiction.

     In the event of any taking under the power of eminent domain, Lessor shall be entitled to receive the portion of the award attributable to the present value of the income stream of the unexpired term of the lease of which Lessor has been deprived by said action of eminent domain, Lessee shall be entitled to recover the portion of the award representing its leasehold rights and the fair market value of leasehold improvements. If there is any portion of the award left after payment to the Lessor and Lessee as above mentioned it shall be paid to Lessor.

     If at the time Lessee is entitled to receive any such award, Lessee shall be in default in the observance or performance of any of the covenants in this lease contained, there shall be deducted from the award otherwise payable to Lessee and added to the award to be received by Lessor such amount as may be required to satisfy and cure such default. It is further understood between the parties hereto that should Lessee elect to terminate this lease pursuant to the provisions of this paragraph, then in that event all outstanding Lessee encumbrances shall be first paid out of any expropriation award for the leasehold interest.

     27. DEFAULT CLAUSE. (1) In case default be made by Lessee at any time in the due payment of any installment of rent or in the due payment or any other sum payable by Lessee to Lessor under the provisions hereof, and such default shall continue for a period of thirty (30) days after written demand by Lessor, or (2) if default shall be made by Lessee in the due observance and performance of any other covenant, condition, or stipulation herein agreed by Lessee to be by it observed or performed, and such default shall continue for a period of thirty (30) days from date of written notice by Lessor to Lessee detailing the particulars of such default and requiring it to make good any such last mentioned default, then and in any such event described

16.

in (1) or (2) hereinabove, Lessor at any time thereafter shall have the full right, at its election to enter in, into and upon the premises covered by this lease and take possession of the same together with all buildings and improvements thereon, and from time of such entry, this lease shall become void and of no effect and Lessor may enter upon, take possession, hold and retain the said premises and all buildings and improvements thereto as of its first or former estate, and this lease shall be forfeited to Lessor, and Lessor may bring suit for and collect all the rents, taxes, assessments, charges, liens, penalties and damages including damages to Lessor by reason of such breach or default on the part of Lessee which shall have accrued up to the time of such entry, and Lessor may, if it elects so to do, bring suit to collect all such rents, taxes, assessments, charges liens, penalties and damages in the event of any default as aforesaid without voiding this lease; provided, however, that any mortgagee of any leasehold interest under this lease, who Lessor has agreed to notify in case of default, may avoid forfeiture of this lease as herein provided by satisfying an curing, within a period of thirty (30) or ninety (90) days, as the case may be, after written demand upon it by Lessor, the default consequent whereon such right of forfeiture shall accrue. All things so done and performed by such a mortgagee to cure a default by Lessee shall be effective to prevent a forfeiture of the rights of Lessee under this lease as the same would have been if done and performed by Lessee instead of a mortgagee.

     If Lessor considers that Lessee has failed to comply with one or more of its obligations hereunder, either expressed or implied, and whether the alleged breach be either active or passive, and Lessor undertakes to give Lessee written notice of default as provided for herein, Lessor shall in said written notice set out specifically in what respects Lessor claims Lessee has breached this lease. If within thirty (30) days, as the case may be, after receipt of such notice Lessee shall meet or commence to meet the breaches alleged by Lessor, Lessee shall not be deemed in default hereunder. The service of written notice with itemized and particularised allegations of breach,

17.

and the lapse of thirty (30) days, as the case may be, without Lessee’s meeting or commencing to meet the alleged breaches shall be a condition precedent to any action, be it legal or otherwise by Lessor on this lease.

     28. LESSOR TO HAVE TITLE TO BUILDINGS AT TERMINATION. Upon the termination of this lease by forfeit or lapse of time or for any cause whatsoever (except for failure of Lessor’s title) Lessee will at once surrender the above described premises, together with all buildings and improvements thereon but excluding any trade fixtures, furniture, furnishings, leasehold improvements not permanently attached and other movable property, and all the buildings and improvements then standing upon said premises shall belong to Lessor, and no compensation shall be allowed or paid therefore. Lessee shall have thirty (30) days after termination to remove movable property as above set forth.

     29. REMOVAL OF TRACKAGE. Lessor will not object to removal or all or a portion of any railroad trackage serving the property whether on the leased premises, on adjacent public streets, or elsewhere.

     30.USE OF SINGULAR OR PLURAL, MASCULINE, FEMININE OR NEUTER GENDER. Any word herein importing the singular number shall as well include the plural, and any pronoun importing gender shall as well include the masculine, feminine or neuter gender.

     31. PURPOSE OF ARTICLE CAPTIONS. It is agreed that the article captions contained in this instrument are inserted merely for the purpose of convenience in reference, and that such article captions shall be in no way construed as forming part of this lease or in any way limiting or qualifying the provisions hereof.

     THUS DONE AND PASSED on the day, month and year hereinafter set forth, in the City of New Orleans, Louisiana, and in the City of Baton Rouge respectively in the presence of the undersigned competent

18.

witnesses residing in said Cities, and in the presence of the undersigned Notaries Public, after due reading of the whole.

WITNESSES:	COHN REALTY CO., INC.
/s/ Illegible	By:	/s/ Illegible
		Dr. (Illegible) President
/s/ Illegible
		/s/ Illegible
		Illegible
/s/ Illegible		/s/ Illegible
		Illegible
		/s/ Illegible
		Illegible
/s/ Illegible		/s/ Illegible
		Illegible
		/s/ Illegible
		Illegible

19.

STATE OF LOUISIANA

PARISH OF ORLEANS

     BEFORE ME, the undersigned Notary Public, on this day personally come and appeared: Katusha M. Zeller, who, being by me duly sworn, stated under oath that she was one of the subscribing witnesses to the foregoing instrument and the same was signed by LESSOR, COHN REALTY CO., INC., by its President, Dr. Isidore Cohn, Jr. in her presence and in the presence of the subscribing witness.

/s/ Illegible  

     SWORN TO AND SUBSCRIBED before me, Notary Public, on this 26^th day of August, 1983, at New Orleans, Louisiana.

/s/ Illegible  

Notary Public 

20

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

     BEFORE ME, the undersigned Notary Public, on this day personally came and appeared: CAROLE P. CROSS, who, being by me duly sworn, stated under oath that she was one of the subscribing witnesses to the foregoing instrument and the same was signed by LESSOR, PAUL H. DUZ’, RICHARD J. DODSON, JOHN W. deGRAVELLES, DAVID W. ROBINSON and CHESTER J. CASKET, in her presence and in the presence of subscribing witness.

/s/ Illegible  

     SWORN TO AND SUBSCRIBED before me, Notary Public, on this 29^th day of August, 1983, at Baton Rouge, Louisiana.

/s/ Illegible  

Notary Public 

(Illegible)

(Illegible)

21

EX-10.7(A)

Exhibit 10.7(a)

PARCEL II
EXCEPTION #2(B)

C

     Beauregard Building

AMENDMENT OF LEASE	UNITED STATES OF AMERICA
LESSOR: COHN REALTY CO., INC.	STATE OF LOUISIANA
LESSEE: JAZZ ENTERPRISES, INC.	(Illegible) OF EAST BATON ROUGE

ORIG 387 BNDL 10507

     BE IT KNOWN, on the dates indicated below, before the undersigned Notaries Public, duly commissioned and qualified in and for their respective Parishes, State of Louisiana, therein residing, and in the presence of the undersigned competent witnesses, personally case and appeared:

COHN REALTY CO., INC., a Louisiana corporation, domiciled in the Parish of East Baton Rouge, herein represented by its duly authorized and empowered President, Dr. Isidore Cohn, Jr., hereunto duly authorized by resolution adopted by the unanimous consent of the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSOR”); and

JAZZ ENTERPRISES, INC., a Louisiana corporation, domiciled in the Parish of East Baton Rouge, herein represented by its duly authorized and empowered Vice President, Mark A. Bradley, hereunto duly authorized by resolution adopted by the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSEE”).

     WHEREAS, the LESSOR entered into a lease between LESSOR and Paul M. Due’, Richard J. Dodson, John W. deGravelles, David W. Robinson and Chester John Caskey, affecting Lots 3, 4 & 5, Square 10, at the corner of Europe Street and St. James Street, Beauregard Town, East Baton Rouge Parish, Louisiana, recorded on October 12, 1983, as original 34, Bundle 9612 (the “Lease”); and

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     WHEREAS, Jazz Enterprises, Inc. became the tenant under the Lease by virtue of an Assignment of Lease date as of August 5, 1993; and

     WHEREAS, LESSOR and LESSEE have agreed to modify the terms of the Lease as provided herein.

     NOW, THEREFORE, the parties hereto hereby enter into this Amendment of Lease to modify in part the terms and conditions of the Lease, as follows:

     1. Paragraph 5(b) of the Lease be and is hereby amended in its entirety as follows:

“5. (b) There shall be a reevaluation and increase of the basic annual rent due hereunder as of August 1 of each 5th year following August 1, (Illegible) (“Base Date”). The first amended reevaluation and increase of the basic annual rental due hereunder shall be as of August 1, 1993, five years after the Base Date and thereafter a reevaluation and increase shall be as of August 1 of each fifth year thereafter, all as set forth on Exhibit C attached hereto. This reevaluation and increase shall be based on the Consumer Price Index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clerical workers (including single workers) all items, groups, sub-groups, and special groups of items” as promulgated by the Bureau of the Labor Statistics of the United States Department of Labor. For each five-year period beginning August 1, 1993, LESSEE shall pay LESSOR, in addition to the basic annual rent for the proceding five-year period, an amount equal to the basic annual rent for the proceding five-year period multiplied by the percentage of increase by which the CPI for the month of May immediately proceding the beginning of each fifth calendar year excess is the CPI for the month of May immediately proceding the commencement date of the preceding five-year period (the “Additional Rent for the Subject Five-year Period”), provided that in no event shall the adjusted basic annual rent for a new five-year period exceeds (Illegible) of the basic annual rent for the proceding five-year period. Accordingly, from and after August 1, 1993, the basic annual rent due for each five-year period shall be the sum of the

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basic annual rent for the preceding five-year period plus the Additional Rent for the Subject Five-Year Period. If the May CPI is not available as of the beginning of any five-year period, LESSEE shall in good faith estimate the CPI and pay rental based on that estimate until the CPI is available, at which time the rental for the remainder of that five-year period shall be permanently adjusted and any difference in amounts paid based on the estimated CPI shall be promptly paid by lesser or refunded by LESSOR. No change in the CPI shall reduce the basic annual rent for a new five-year period below the basic annual rent for the preceding five-year period. In the event that the Bureau of Labor Statistics shall change the base period (now 1982-84) and commence a new series of index numbers after this Lease commences, then the new index numbers may be used provided the index number for the month prior to the commencement date of this Lease is adjusted to reflect its true relationship with the index numbers under the new base period. For example, if the Bureau of Labor Statistics would have determined to change the base year and commence a new series of index numbers starting at 100 when the consumer price index under the 1982-84 base year reached 300, then the true relationship between the old index numbers and the new index numbers would be that the old series must be divided by three (3) in order to be used in the same computation with the new index numbers.

In the event that the CPI (or successor or substitute index) is not available, a reliable governmental or other non-(Illegible) publication evaluating the information theretofore used in determining the CPI shall be used in lieu of such CPI. Attached hereto as Exhibit A is an example of how the calculation has been made for the five-year period beginning August 1, 1993 and ending July 31, 1998, this example is provided as illustration of methodology only.

     2. Paragraph 27 of the Lease be and is hereby amended to the effect that:

“a  -   Any demand or notice which is required to be given LESSEE under this paragraph 27, must also be given to the guarantor of this Lease, as amended, and to any mortgages of LESSEE’S interests under the Lease, as amended, and the guarantor as well as any such mortgages shall also have the right to cure any default hereunder

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within the same grace period set forth in this paragraph 27, LESSOR acknowledges that as of the date of this Amendment of Lease, Argosy Gaming Company, whose address is 219 Piasa Street, Alton, Illinois 62002-6233 is ghe guarantor of the Lease, as amended. Upon receipt of notice from LESSEE that it has mortgaged its interests under the Lease, as amended, in which the name and mailing address (with a municipal street number) of the mortgage is set forth, LESSOR shall be bound to give notice or make demand on such mortgages.

b -   If the guarantor of this Lease, as amended, or a mortgages of LESSEE’S interests hereunder shall acquire through voluntary conveyance or foreclosure, LESSEE’S rights hereunder, so long as there is no default hereunder, the successor in interest of LESSEE’S rights hereunder shall be recognised by LESSOR as the LESSEE under the Lease, as amended, for the remainder of the term hereof and any extension thereof, subject to the same provisions and conditions hereof, and as such, the successor in interest shall thereupon become entitled to all of the rights and benefits of the LESSEE hereunder, subject of course to the obligations, liabilities, covenants and agreements of the LESSEE. Upon request, LESSOR shall execute an instrument in appropriate recordable form to give effect to the rights of the successor in interest hereunder, provided that the execution of such instrument shall not be a condition to the exercise of the right of such successor in interest.”

     3. In all other respects, the provisions of the Lease, as amended hereby, shall remain in full force and effect.

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     THUS DONE AND PASSED on this 4^th day of August, 1993, in the city of New Orleans, Louisiana, in the presence of the undersigned competent witnesses and in the presence of the undersigned Notary Public, after a reading of the whole.

WITNESSES:	COHN REALTY CO., INC.
/s/ Illegible	By:	/s/ Dr. Isidore Cohn, Jr.
		Dr. Isidore Cohn, Jr. President
/s/ Illegible

/s/ Illegible

NOTARY PUBLIC

     THUS DONE AND PASSED on this 5^th day of August, 1993, in the City of Baton Rouge, Louisiana, in the presence of the undersigned competent witnesses and in the presence of the undersigned Notary Public, after a reading of the whole.

WITNESSES:	JAZZ ENTERPRISES, INC.
/s/ Illegible	By:	/s/ Mark R. Bradley
		Mark R. Bradley Vice President
/s/ Illegible

/s/ Illegible

NOTARY PUBLIC

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EX-10.7(B)

Exhibit 10.7(b)

PARCEL II
EXCEPTION 2(A)

C

Beauregard Building

AMENDMENT OF LEASE LESSOR: COHN REALTY CO., INC.	STATE OF LOUISIANA PARISH OF EAST BATON ROUGE
LESSEE: JAZZ ENTERPRISES, INC.	STATE OF ILLINOIS COUNTY OF MADISON

     BE IT KNOWN, that on the dates indicated below, before the respective undersigned Notaries Public, duly commissioned and qualified in and for their respective jurisdictions, and in the presence of the respective undersigned compotent witness, personally came and appeared:

COHN REALTY CO., INC., a Louisiana corporation, domiciled in the Parish of East Baton Rouge, herein represented by its duly authorized President, Dr. Isidore Cohn, Jr., hereunto duly authorized by a resolution adopted by the unanimous consent of the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSOR”); and

JASS ENTERPRISES, INC., a Louisiana corporation, domiciled in the Parish of East Baton Rouge, herein represented by its duly authorized President , James B. Perry, hereunto duly authorized by resolution adopted by the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSEE”).

     WHEREAS, the LESSOR entered into a lease between LESSOR entered into a lease between LESSOR and Paul H. Due’, Richard J. Dodson, John W. deGravelles, David W. Robinson and chester John Caskey, affecting Lots 3, 4 & 5, Square 10, (at the corner of Europe Street and St. James Street). Beauregard Town, East Baton Rouge Parish, Louisiana, recorded on October 12, 1983, as Original 34, Bundle 9612 (the “Lease”) and

     WHEREAS, Jazz Enterprises, Inc., became the tenant under the Lease by virtue of an Assignment of Lease dated as of August 5, 1993; and

     WHEREAS, LESSOR and LESSEE have previously amended the lease by act of Amendment dated August 4 and August 5, 1993, recorded as Original 387 of Bundle 10507 of the official records of East Baton Rough Parish, Louisiana (hereinafter the “1st Amendment”); and

     WHEREAS, LESSOR and LESSEE have agreed to further amend and modify the terms of the Lease, as modified by the 1st Amendment (hereinafter, the Lease as modified by the 1st Amendment shall be referred to as the LEASE):

     NOW, THEREFORE, the parties hereto hereby enter into this Second Amendment of Lease (“Second Amendment”) to modify in part the terms and conditions of the LEASE, as follows:

     1. Paragraph 5(b) of the Lease, as previously amended, be and is hereby amended to add the following sentence:

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“Notwithstanding the above provisions of this Paragraph 5(b), it is hereby agreed that for the five-year period commencing August 1, 1998, and expiring July 31, 2003, the annual rental shall be increased twenty (20%) percent above the annual rental for the lease year ending July 31, 1998, which was equal to $117,372.21. Therefore, for the five-year period beginning August 1, 1998, rather than a basic annual rent of $131,926.36, which would otherwise be due pursuant to the above provisions of Paragraph 5(b), the basic annual rent due for the five-year period beginning August 1, 1998, shall be $140,846,65, or $11,737.22 per month.”

     2. In all other respects, the provisions of the LEASE, as amended by this Second Amendment hereby, shall remain in full force and effect.

2

     THUS DONE AND PASSED on this 26th day of October, 1998, in the City of New Orleans, Louisiana, in the presence of the undersigned competent witnesses and in the presence of the undersigned Notary Public, after a reading of the whole.

WITNESSES:	COHN REALTY CO., INC.
/s/ Illegible	By:	/s/ Dr. Isidore Cohn, Jr.
		Dr. Isidore Cohn, Jr., President
/s/ Illegible

/s/ Illegible

NOTARY PUBLIC

     THUS DONE AND PASSED on this 19^th day of October, 1998, in the City of Alton, Illinois, in the presence of the undersigned competent witnesses and in the presence of the undersigned Notary public, alter a reading of the whole.

WITNESSES:	JAZZ ENTERPRISES, INC.
/s/ Illegible	By:	/s/ James B. Perry
		James B. Perry, President
/s/ Illegible

/s/ Carolyn M. Ittner

NOTARY PUBLIC

(Illegible)

(Illegible)
September 17, 1998

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EX-10.7(C)

Exhibit 10.7(c)

ACT OF SALE

AND ASSIGNMENT OF LEASES

STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE

     on this 5^th day of August, 1993, before me, the undersigned Notary public for the State and Parish aforesaid, and in the presence of the subscribing witnesses, personally came and appeared:

NAB ASSET CORPORATION

a Texas Corporation, represented herein by Christopher D. Winters, its Senior Vice President, authorized to appear herein on behalf of the corporation, by virtue of the resolution(s) of the Board of Directors of the corporation, a certified copy of which is attached hereto, whose mailing address is 2401 Fountainview, Suite 628, Houston, Texas 77057, and whose taxpayer identification number is 76-0332956 (referred to herein as “Seller”)

who declared that for the price of THREE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 ($3,250,000.00) DOLLARS, cash receipt of which is acknowledged, Seller hereby sells, transfers assigns and delivers unto:

JASS ENTERPRISES, INC.

a Louisiana corporation, represented herein by Mark R. Bradley, its Vice President, authorized to appear herein on behalf of the corporation, by virtue of the resolution(s) of the Board of Directors of the corporation, a certified copy of which is attached hereto, whose mailing address is 100 France Street, Baton Rouge, Louisiana 70802, and whose taxpayer identification number is 72-1214771 (referred to herein as “Buyer”)

the land (the “Land”) and the right, title and interest of Seller in and to the leases (the “Leases”) described on Exhibit “A” hereto, together with the building and improvements situated on the Land and all fixtures and other property owned by Seller attached thereto (collectively, the “Property”). The Buyer acknowledges the possession and delivery of the Property and assumes and binds itself to perform all of the terms, conditions and obligations of the lessee under each of the Leases to the same extent as though Buyer had executed the Leases as lessee thereunder.

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     This act is made and accepted subject to all encroachments, servitudes, rights-of-way and other encumbrances of record and matters which may be shown by a current survey of the property.

     For the foregoing consideration, Seller further conveys, transfers, assigns and delivers to Buyer, as owner and/or lessee of all or part of the dominant estate, all its right, title and interest in the following Right of Use Servitudes and Predial and Personal Servitudes:

1.	Right of Use and Predial Servitude established for the benefit of the Property and other property in Catfish or Beauregard Town described therein by Servitude Agreement dated December 27, 1987 between the City of Baton Rouge and the Parish of East Baton Rouge, as Grantor, and Allied Bank of Texas, as Grantee, which was recorded as Original 821, Bundle 9971 of the records of the Clerk of Court of East Baton Rouge Parish, Louisiana.
2.	Servitude of passage established by Act of Predial Servitude between DAG, Management, Inc. and NAB Asset Corporation recorded on March 24, 1993, as Original 748, Bundle 10388 of the aforesaid records.
3.	Servitude of Passage established by Act of Predial Servitude between NAB Asset Corporation and DAG Management, Inc. recorded on March 24, 1993 as Original 750, Bundle 10388 of the aforesaid records.
4.	Servitude for Chilled Air established by Act of Pradial Servitude between NAB Asset Corporation and DAG Management, Inc. recorded on March 24, 1993 as Original 752, Bundle 10388 of the aforesaid records.

     Seller hereby conveys to Buyer all right, title and interest of Seller in and to the Property, without and warranty or recourse whatsoever, except for the acts and deeds of Seller with respect to the Property, even for the return of the purchase price, and sole peril and risk of eviction being assumed by Buyer, but with full substitution and subrogation in and to all of the rights and actions of warranty which Seller has or may have against all preceding owners or vendors; it being understood that Buyer takes the Property “AS IS” and “WHERE IS”, Buyer hereby acknowledging the reliance solely on its own title examination and inspection of the Property, and not on any warranties or representations from seller. In addition, Buyer acknowledges that Seller has made no representations or warranties with respect thereto, or with respect to information or documents previously furnished to Buyer. All implied warranties with respect to the Property, including those related to merchantability or fitness for a particular purpose, are hereby disclaimed by Seller and expressly waived by Buyer. Buyer

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shall have no right or cause of action against Seller to assert in any controversy, claim, demand, or litigation arising from or in connection with the property. Without limiting the generality of the foregoing, Seller does not warrant that the Property is free from redhibitory or latent defects or vices. Buyer hereby expressly waives all rights in redhibitory pursuant to Louisiana civil code Article 2520, at seq., and the warranty imposed by Louisiana civil code Article 2476. Buyer hereby releases Seller from any liability for redhibitory or latent defects or vices under Louisiana civil code Article 2520 (1870) through 2548 (1870). Purchaser hereby assures the risk that Environmental Conditions may exist on the Property and hereby releases Seller of and from any and all claims, actions, demands, rights, damages, costs or expenses which might arise out of or in connection with any Environmental Condition of the Property. As used herein, the term “Environmental Condition shall mean any condition with respect to the Property which could or does result in any damage, loss, cost, expense or liability to or against the owner of the Property by any third party (including, without limitation, any governmental entity) including without limitation, any condition resulting from operations conducted on the Property or on property adjacent thereto.

     All agreements and stipulations herein, and all the obligations herein assumed shall inure to the benefit of and be binding upon the successors and assigns of the respective parties, and the buyer, its successors and assigns shall have and hold the Property in full ownership and as lessee, as the case may be, forever.

     THUS DONE AND SIGNED at Baton Rouge, Louisiana on the date first above written, in the presence me, Notary, and the undersigned competent witnesses, who have signed in the presence of the parties and me, Notary.

WITNESSES:	MAB ASSET CORPORATION
	BY:	/s/ Christopher D. Winters
	Name:	Christopher D. Winters
	Title:	Senior Vice President
/s/ [ILLEGIBLE]
	JAZZ ENTERPRISES, INC.
/s/ [ILLEGIBLE]
	BY:	/s/ Mark R. Bradley
	Name:	Mark R. Bradley
	Title:	Vice President

/s/ [ILLEGIBLE]

NOTARY PUBLIC

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EXHIBIT A

LAND

A.	A certain parcel of ground, together with the buildings and improvements thereon, being Lots 1 and 2 and portions of Lots 3, 4 and 5, Square 9, Beauregard Town, East Baton Rouge Parish, Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more fully described according to said map as follows:
	Beginning at the intersection of the East line of St. James Street with the South line of Europe Street; thence easterly along said South line, being along the North line of Lot 1 of Square 9, 128 feet to the northeast corner thereof; thence southerly along the East line of Lots 1, 2 and 3 in said Square 9, 170 feet; thence westerly at a right angle to the last described course, 44 feet; thence southwesterly in a straight line, 160.58 feet, to a point on’ the North line of Mayflower Street (formerly known as Asia Street), said point being 28 feet easterly from said East line of St. James Street; thence westerly along said North line of Mayflower Street, being along the South line of Lot 5 in said Square 9, 28 feet to said East line of St. James Street; thence northerly along said East line of St. James Street, being along the West line of said Square 9, 320.85 feet to the point of beginning.
B.	A certain parcel of ground, together with the buildings and improvements thereon, being a portion of Lots 1 and 2, Square 8, Beauregard Town, East Baton Rouge Parish, Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more fully described according to said map as follows:
	Beginning at the intersection of the East line of St. James Street with the South line of Mayflower Street (formerly known as Asia Street); thence easterly along said South line of Mayflower Street, being the North line of Lot 1 or Square 8, 25 feet; thence southwesterly in a straight line, 93.41 feet, to a point on said East line of St. James Street, said point being 90, feet southerly from said South line of Mayflower Street; thence northerly along said East line of St. James Street, being along the West line of Lots 2 and 1 of Square 8, 90 feet to the point of beginning.
C.	A certain parcel of ground, together with the buildings and improvements thereon, being all of Squares 5 and 6, Beauregard Town, East Baton Rouge Parish, Louisiana and of that portion of Europe Street between the aforesaid squares,

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	as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more fully described according to said map as follows:
	Beginning at the intersection of the West line of St. James street with the North line of Mayflower street (formerly known as Asia Street) ; thence westerly along said North line of Mayflower Street, being along the South line of Square 6, 128 feet to the East line of Front Street (formerly known as Natchez Street); thence northerly along said East line of Front street, being in part along the West line of Squares 6 and 5, 694.93 feet, to the South line of France Street; thence easterly along said South line of France Street, being along the North line of Square 3, 128 feet to said West line of St. James Street ; thence southerly along said West line of St. James Street, being in part along the East line of Squares 5 and 6, 694.50 feet to the point of beginning.
D.	A certain parcel of land, together with the buildings and improvements thereon, being all of Square 7, including Lots 1, 2, 3, 4 and 5, Beauregard Town, East Baton Rouge Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more fully described according to said map as follows:
	Beginning at the intersection of the West line of St. James Street with the South line of Mayflower Street (formerly known as Asia Street), thence southerly along said West line of St. James Street, being along the East line of Square 7, 319.76 feet to the North line of South Boulevard; thence westerly along said North line of South Boulevard; thence westerly along said North line of South Boulevard, being along the South line of Square 7, 128 feet to the East line of Front Street (formerly known as Natchez Street); thence northerly along said East line of Front Street, being along the West line of Square 7, 319.54 feet to said South line of Mayflower Street; thence easterly along said South line of Mayflower Street, being along the North line of Square 7, 128 feet to the point of beginning.
E.	Two (2) certain lots or parcels of ground, together with all the buildings and improvements thereon, being Lots 1 and 2, Square 10, Beauregard Town, East Baton Rouge Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.
	LESS AND EXCEPT:
	A Certain Parcel of land located in the southeast corner of Lot 2, Square 10, Beauregard Town, Baton Rouge, Louisiana, being designated as “Lot 2 Chiller Property” as shown on a “Map of Lot 2 Square 10 Beauregard Town” by M. Gregory Breaux, P.L.S., dated February 11, 1993, attached to that

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certain Act of Exchange, recorded on March 24, 1993 as Original 743 of Bundle 10388 in the records of the Clerk and Recorder of East Baton Rouge Parish, Louisiana and being more particularly described as follows:

commence at the intersection of the southerly right of way line of France Street and the westerly right of way line of St. Phillip Street marked by a “+” in concrete; thence proceed N 89 46 ' 30 " W 128 feet along the southerly right of way line of France Street to a nail in asphalt marking the northeast corner of Lot 1; thence, proceed S 0 00' 00" E 107.08 feet along the common line between Lots 1 and 2 and Lots 9 and 10 to an iron pipe being the Point of Beginning; thence, proceed S 0 00' 00" E 20.92 feet along the southeast corner of Lot 2; thence proceed N 89 46' 30" W 32.12 feet along the common line between Lots 2 and 3; thence, proceed N 0 18' 31" E 20.94 feet to an iron pipe; thence proceed S 89 44' 18" E 32.00 feet an iron pipe being the Point of the Beginning, said parcel containing 671 Sq. Ft.

LEASES

F.	Interest of NAB Asset Corporation, as assignee of the lessee’s interest, under a Contract of lease from Cohn Realty Co., Inc. to Poul H. Due’, at als affecting the following described property, which was recorded on October 12, 1983 as Original 34, Bundle 9612 of the records of the Clerk of Court of East Baton Rouge Parish, Louisiana, which, through mesne transfers was assigned to NAB Asset Corporation:
	Three (3) certain lots of parcels of ground, together with all the buildings and improvements thereon, being Lots 3, 4 and 5, Square 10, Beauregard Town, East Baton Rouge Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.
G.	Interest of NAB Asset Corporation, as assignee of the lessee’s interest, under a Contract of Lease dated September 9, 1983 from Louisiana National Bank as Trustee of the Maureen Shannon, Glenda Shannon and Keith Shannon Trust to Paul H. Due’, at als affecting the following described property, which was recorded on October 12, 1983 as Original 31, Bundle 9612 of the aforesaid records of the Clerk of Court of East Baton Rouge Parish, Louisiana, which, through mesne transfers, was assigned to NAB Asset Corporation:

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	Three (3) certain lots or parcel of ground, together with all the buildings and improvements thereon, being Lots 6, 7 and 8, Square 10, Beauregard Town, East Baton Rouge ___ Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.
H.	Interest of NAB Asset Corporation, as assignee of the lessee’s interest, under a Contract of Lease from Cohn Realty Co., Inc. to Paul H. Due’, et als affecting the following described property, which was recorded on October 12, 1983, as original 32, Bundle 9612 of the records of the Clerk of Court of East Baton Rouge Parish, Louisiana, which, through means transfers, was assigned to NAB Asset Corporation:
	One (1) certain lot or parcel of ground, together with all the buildings and improvements thereon, being Lot 1, Square 6 or “B”, Beauregard Town, East Baton Rouge Parish, Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.

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RESOLUTION

     BE IT RESOLVED, by the Board of Directors of Jazz Enterprises, Inc. (the “Corporation”), that Ronald A. Johnson, President, or Mark R. Bradley, Vice President, of this Corporation be, and each is hereby authorized to amend the leases assigned by NAB Asset Corporation to the Corporation, including (1) the lease between the Corporation and Cohn Realty Co., Inc. affecting Lots 1, Square “6” or “8”, Beauregard Town, East Baton Rouge Parish, Louisiana, recorded on October 12, 1983 as Original 32, Bundle 9612 of the records of the Parish of East Baton Rouge; and (2) the lease of Cohn Realty Co., Inc. affecting Lots 3, 4, and 5, square 10, Beauregard Town, East Baton Rouge Parish, Louisiana recorded on October 12, 1983 as Original 34, Bundle 9612 of the records of the East Baton Rouge Parish, each of which amendments shall contain such terms and conditions as either of said officers may, in his sole discretion, deem reasonable and appropriate, including without limitation, and increase in the annual rental.

     BE IT FURTHER RESOLVED, that each of said officers be, and is hereby further authorized and empowered to execute said amendments, in his sole discretion, as he may deem necessary and advisable and to execute any and all necessary documents to effectuate such amendments.

CERTIFICATE

     I, the undersigned Assistant Secretary of Jazz Enterprises, Inc., do certify that the above and foregoing to be the true and correct copy of a resolution adopted at a meeting of Board of Directors of said Corporation, duly and legally called on the 23rd day of July, 1993, whereat all of the directors were present and that the same has not been revoked or rescinded.

     Witness my signature at Reno, Nevada, this 4th day of August, 1993.

/s/ Nancy Tiller Smith  

Nancy Tiller Smith 

Assistant Secretary 

ATTEST:

/s/ Steven H. Urie

Steven H. Urie

Chairman

RESOLUTION

     BE IT RESOLVED by the Board of Directors of Jazz Enterprises, Inc. that Ronald A. Johnson, President or Mark R. Bradley, Vice President, of this Corporation be and he is hereby authorized to purchase or lease immovable property situated in East Baton Rouge Parish, Louisiana, for such price and upon such terms as either one deems proper in his sole and absolute discretion.

     BE IT FURTHER RESOLVED that Ronald A. Johnson, President or Mark R. Bradley, Vice President, of this Corporation, be and he hereby is empowered for and on behalf of this corporation to borrow any sum of money, in addition to any outstanding loans, not exceeding TWENTY MILLION AND NO/100 ($20,000,000.00) DOLLARS, from Argosy Gaming Company, and/or arrange for the extension of renewal of any indebtedness due by this corporation, and/or utilize the assets of this corporation as security to induce any creditor of this corporation not to call any demand notes of this corporation. And in order to accomplish such purposes, or for any other purpose, either of the above named officers of this corporation is hereby authorized and empowered to execute and endorse on behalf of this corporation, a note or notes, in the sum of not more than above stated, payable at such time, bearing such interest and containing such terms, conditions and provisions, as in his absolute discretion, may seem necessary and advisable.

     BE IT FURTHER RESOLVED that in order to secure said note or notes, to be executed by said officer, of either said officers is hereby further authorized and empowered to appear before any Notary Public and execute an act of collateral mortgage in such form in the amount of TWENTY MILLION AND NO/100 ($20,000,000.00) DOLLARS and containing such terms and conditions as such officer, in his absolute discretion, may deem necessary and advisable, including without limitation, a waiver of appraisement, pact de non allenando, confession of judgement and the usual Louisiana security clauses, bearing against the Property, which is described on Exhibit A hereto.

     BE IT FURTHER RESOLVED that either of said officers be and he hereby is further authorized and empowered to execute any and all note or notes, documents or other instruments in writing, and to pledge, and grant a security interest in such note or notes or any note(s) secured by mortgage or collateral mortgage to secure any other note(s) executed for and on behalf of this corporation to obtain such loan(s), as in his absolute discretion, may seem necessary or advisable, and to execute Collateral Pledge and Security Agreements in such form and containing such terms and provisions or said officer may deem necessary and advisable, and which may be required by any person, firm or corporation, as security for any indebtedness so created by either of said

officers in accordance herewith, or any prior existing indebtedness so created by either of said officers in accordance herewith, or any prior existing indebtedness of this corporation.

     BE IT FURTHER RESOLVED, that either of said officers be and is hereby further authorized to execute any contract or agreement, including but not limited to, any sale, lease, exchange, purchase agreement, and take any action on behalf of the corporation that he deem fit and proper.

CERTIFICATE

     I, the undersigned Assistant Secretary of Jazz Enterprises, Inc. do certify the above the foregoing to be true and correct copy of a resolution adopted at a meeting of the Board of Directors of said Corporation, duly and legally called, on the 23rd day of July, 1993, whereat all of the Directors was present and that the same has not been revoked or rescinded.

     Witness my signature at Reno, Nevada, this 4th day of August, 1993.

/s/ Nancy Tiller Smith  

Nancy Tiller Smith 

Assistant Secretary 

ATTEST:

/s/ Steven H. Urie  

Steven H. Urie 

Chairman 

RESOLUTION

     BE IT RESOLVED, by the Board of Directors of Jazz Enterprises, Inc. (the “Corporation”), that Ronald A. Johnson, President, or Mark R. Bradley, Vice President, of this Corporation be, and each is hereby authorized to amend the leases assigned by NAB Asset Corporation to the Corporation, including (1) the lease between the Corporation and Cohn Realty, Co., Inc. affecting Lots 1, Square “6” or “8”, Beauregard Town, East Baton Rouge Parish, Louisiana, recorded on October 12, 1983 as Original 32, Bundle 9612 of the records of the Parish East Baton Rouge; and (2) the lease of Cohn Realty Co., Inc. affecting Lots 3, 4, and 5, Square 10, Beauregard Town, East Baton Rouge Parish, Louisiana, recorded on October 12, 1983 as Original 34, Bundle 9612 of the records of East Baton Rouge Parish.

     BE IT FURTHER RESOLVED, that each of said officers be, and is hereby further authorized and empowered to execute said amendments, in his sole discretion, as he may deem necessary and advisable and to execute any and all necessary document to effectuate such amendments.

CERTIFICATE

     I, the undersigned Assistant Secretary of Jazz Enterprises, Inc., do certify that the above and foregoing to be the true and correct copy of a resolution adopted at meeting of the Board of Directors of said Corporation, duly and legally called on the 23rd day of July, 1993, whereat all of the directors were present and that the same has not been revoked or rescinded.

     Witness my signature at Reno, Nevada, this 4th day of August, 1993.

/s/ Nancy Tiller Smith  

Nancy Tiller Smith 

Assistant Secretary 

ATTEST:

/s/ Steven H. Urie  

Steven H. Urie 

Chairman 

OFFICER’S CERTIFICATE

NAB ASSET CORPORATION

     I, Richard A. Durham, Secretary of NAB Asset Corporation, a Texas corporation (“Corporation”), hereby certify as follows:

Christopher D. Winters is the duly elected Senior Vice President of the Corporation; and

That, pursuant to the Charter and Bylaws of the Corporation and resolutions duly adopted by the Board of Directors, Christopher D. Winters is authorized to execute contracts, deeds, mortgages, pledge agreement, leases, act of cash sale, acts of credit sale, bills of sale and all other kinds of written documents, as Senior Vice President, acting alone, on behalf of the Corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and the seal of this Corporation this 27^th day of July, 1993.

By:	/s/ Richard A. Durham
	Richard A. Durham
	Its: Secretary

STATE OF TEXAS

COUNTY OF HARRIS

     BEFORE ME, the undersigned authority on this 27^th day of July, 1993, personally appeared Richard A. Durham, who, being by me duly sworn, upon his oath, stated that he is the Secretary for NAB Asset Corporation and that he certifies that the statements set forth above are true and correct.

	[ILLEGIBLE]
	NOTARY PUBLIC in and for Harris County,Texas
	My Commission Expires:

OFFICER’S CERTIFICATE

NAB ASSET CORPORATION

     I, Richard A. Durham, Secretary of NAB Asset Corporation (“Corporation”), hereby certify that the following resolutions were adopted at a meeting of the Board of Directors of the Corporation held on July 21, 1993, and that such resolutions remain in force as of the date hereof:

RESOLVED, that Christopher D. Winters, the Senior Vice President of the Corporation, acting alone, with or without the seal of the Corporation, is hereby authorized by and on behalf of the Corporation to execute an Act of Cash Sale and one or more Assignment of Leases pursuant to which this Corporation shall convey the property described on Exhibit “A” hereto and assign the leases described on Exhibit “B” hereto to JAZZ Enterprises, Inc. for the sum of $3,250,000,00; and

RESOLVED FURTHER, that the aforesaid Officer be and he hereby is authorized, empowered and directed by and on behalf of this Corporation to enter into a sublease with JAZZ Enterprises, Inc. pursuant to which this Corporation shall sublease the property described on Exhibit “C” hereto; and

RESOLVED FURTHER, that the aforesaid Officer be and he hereby is authorized, empowered and directed by and on behalf of this Corporation to do or cause to be done all such acts or things and to make, execute and deliver, or cause to be made, executed and delivered, all such documents, instruments and certificates in the name and on behalf of this Corporation as he may deem necessary or proper or advisable or convenient to effectuate or carry out the purpose and intent of the foregoing resolution and to perform the obligations of the Corporation under the agreements approved under these Resolutions and each of the instruments, agreements and documents referred to in or annexed to said agreements; and

RESOLVED FURTHER, that any of the above-described actions heretofore taken by any officer of this Corporation be, and hereby is, ratified, confirmed and approved.

Dated: July 27,1993

/s/ Richard A. Durham  

Richard A. Durham 

Secretary
NAB Asset Corporation 

EXHIBIT “A”

	A certain parcel of ground, together with the buildings and improvements thereon, being Lots 1 and 2 and portions of Lots 3, 4 and 5, Square 9, Beauregard Town, East Baton Rouge Parish, Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more fully described according to maid map as follows:
	Beginning at the intersection of the East line of St. James Street with the South line of Europe street; thence easterly along said South line, being along the North line of Lot 1 of Square 9, [ILLEGIBLE] feet to the northeast corner thereof; thence southerly along the East line of Lots 1, 2 and 3 in said Square 9, 170 feet; thence westerly at a right angle to the last described course, 44 feet; thence southwesterly in a straight line, 160.58 feet, to a point on the North line of Mayflower Street (formerly know as Asia Street), said point being 28 feet easterly from maid East line of St. James Street; thence westerly along said-North line of Mayflower Street, being along the South line of Lot 5 in said Square 9, 28 feet to said East line of St. James Street; thence northerly along said East line of St. James Street, being along the West line of said Square 9, 320.85 feet to the point of beginning.
	NOTE: The above property is owned in fee simple by NAB Asset Corporation.
B.	A certain parcel of ground, together with the buildings and improvements thereon, being a portion of Lots 1 and 2, Square 8, Beauregard Town, East Baton Rouge Parish, Louisiana, as shown on a survey map made by M. Gregory Breaux. P.L.S. dated February 24, 1993, which is more fully described according to said map as follows:
	Beginning at the intersection of the East line of St. James Street with the South line of Mayflower Street (formerly known as Asia Street); thence easterly along said South line of Mayflower Street, being the North line of Lot 1 or Square 8, 25 feet; thence southwesterly in a straight line, 93.41 feet, to a point on said East line of St. James Street, said point being 90 feet southerly from said South line of Mayflower Street; thence northerly along said East line of St. James Street, being along the West line of Lots 2 and 1 of Square 8, 90 feet to the point of beginning.
	NOTE: The above property is owned in fee simple by NAB Asset Corporation.
	A Certain parcel of ground, together with the buildings and improvements thereon, being all of Squares 5 and 6, Beauregard Town, Last Baton Rouge Parish, Louisiana and of that portion of Europe Street between the aforesaid squares, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more fully described according to said map as follows:

	Beginning at the intersection of the West line of St. James Street with the North line of Mayflower Street (formerly known as Asia Street) ; thence westerly along said North line of Mayflower Street, being along the South line of Squares 6, [ILLEGIBLE] feet to the East line of Front Street (formerly known as Natchez Street) ; thence northerly along said East line of Front Street, being in part along the West line of Squares 6 and 5, 694.93 feet, to the South line of France Street; thence easterly along said South line of France Street, being along the North line of Square 3, 128 feet to said West line of St. James Street; thence southerly along said West line of St. James Street, being in part along the East line of Squares 5 and 6, 694.50 feet to the point of beginning.
	NOTE: The above property is owned in fee simple by NAB Asset Corporation.
D.	A certain parcel of land, together with the buildings and improvements thereon, being all Square 7, including Lots 1, 2, 3, 4 and 5, Beauregard Town, East Baton Rouge Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more fully described according to said map as follows:
	Beginning at the intersection of the West line of St. James Street with the South line of Mayflower Street (formerly known as Asia Street) ; thence southerly along said West line of St. James Street, being along the East line of Square 7, 319.76 feet to the North line of South Boulevard; thence westerly along said North line of South Boulevard; thence westerly along said North line of South Boulevard, being along the South line of Square 7, 128 feet to the East line of Front Street (formerly known as Natchez Street); thence northerly along said East line of Front Street, being along the West line of Square 7, 319.54 feet to said South line of Mayflower Street; thence easterly along said South line of Mayflower Street, being along the North line of Square 7, 128 feet to the point of beginning.
	NOTE: The above property is owned in fee simple by NAB Asset Corporation.
E.	Two (2) certain lots or parcels of ground, together with all the buildings and improvements thereon, being Lots 1 and 2, Square 10, Beauregard Town, East Baton Rouge Parish, Louisiana as shown on a survey map made by M. Gragory Breaux, P.L.S. dated February 24, 1993.
	NOTE: The above property is owned in fee simple by NAB Asset Corporation.

EXHIBIT “B”

Leasehold interest of NAB Asset Corporation under a Contract of Lease from Cohn Realty Co., Inc. to Paul H. Due’, [ILLEGIBLE] affecting the following described property for a term of seventeen (17) years beginning on August 1, 1983 with the right to renew for an initial extension of three years and then eight additional periods of ten years each, which was recorded on October 12, 1983 as Original 34, Bundle 9612 of the records of the Clerk of Court of East Baton Rouge Parish, Louisiana, which, through [ILLEGIBLE] transfers was assigned to NAB Asset Corporation:

Three (3) certain lots or parcels of ground, together with all the buildings and improvements thereon, being Lots 3, 4 and 5, Square 10, [ILLEGIBLE] Town, East Baton Rouge Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.

Leasehold interest of NAB Asset Corporation under a Contract of Lease dated September 9, 1983 from Louisiana National Bank as Trustee of the [ILLEGIBLE] Shannon, [ILLEGIBLE] Shannon and Keith Shannon Trust to Paul H. Due’, [ILLEGIBLE] affecting the following described property for a primary term of seventeen (17) years, beginning on July 1, 1983 with an option to renew an initial extension of three years and then four additional periods of ten years each, which was recorded on October 12, 1983 as Original 31, Bundle 9612 of the aforesaid records of the Clerk of Court of East Baton Rouge Parish, Louisiana, which, through [ILLEGIBLE] transfers, was assigned to NAB Asset Corporation:

Three (3) certain lots or parcel of ground, together with all the buildings and improvements thereon, being Lots 6, 7 and 8, Square 10, [ILLEGIBLE] Town, East Baton Rouge Parish, Louisiana as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.

Leasehold interest of NAB Asset Corporation under a Contract of Lease from Cohn Realty Co, Inc. to Paul M. Due’, [ILLEGIBLE] affecting the following described property for a primary term of seventeen (17) years beginning on August 1, 1983 with an option to renew for an initial extension of three years and then eight additional periods of ten years each, which was recorded on October 12, 1983, as Original 32, Bundle 9612 of the records of the Clerk of Court of East Baton Rouge Parish, Louisiana, which, through [ILLEGIBLE] transfers, was assigned to NAB Asset Corporation:

One (1) certain lot or parcel of ground, together with all the buildings and improvements thereon, being Lot 1, Square 6 or “[ILLEGIBLE]”, [ILLEGIBLE] Town, East Baton Rouge Parish, Louisiana, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993.

EXHIBIT “C”

Leasehold interest of NAB Asset Corporation under a Lease dated May 31, 1983 from Charlee M. Kantrow, et als to Paul H. Due’, et als affecting the following described property for a primary term of seventeen (17) years beginning the 15th day of May, 1983, subject to an option to renew for three additional consecutive periods of ten years each and one final additional consecutive period of three years each , which was recorded on October 12, 1983 as Original 33, Bundle 9612 of the records of the Clerk of Court of East Baton Rouge Parish, Louisians, which, through mesne transfers, was assigned to NAB Asset Corporation:

Three (3) certain lots or parcel of ground, together with all the buildings and improvements thereon, being’s portion of Lots 3, 4 and 5, Square 9 , Beauregard Town, East Baton Rouge Parish, Louisians, as shown on a survey map made by M. Gregory Breaux, P.L.S. dated February 24, 1993, which is more particularly described according to said map as follows:

Beginning at the southeast corner of said Lot 5, Square 9, Beauegard Town (said point being on the north line of Asia Street (now Mayflower Street ) and a distance of 128 feet east of the northeast intersection of St. James Street and Asia Street (now Mayflower Street for the POINT OF BEGINNING; thence proceed north along the east line of Lots 3,4 and 5 in Square 9, a distance of 150.48 feet to a point and corner; thence proceed west at a right angle a distance of 44 feet to a point and corner; thence proceed southwest, 160.56 feet on a straight line, to a point on the north line of Asia Street (now Mayflower Street) which is a distance of 100.2 feet west of the southeast corner of Lot 3 (the point of Beginning and 28 feet northeast of the intersection of Asia Street (now Mayflower Street) and St. James Street; thence proceed east along said north line of Asia Street (now Mayflower Street) a distance of 100.2 feet to the point of Beginning.

ORIG	889	BNDL 10426
FILED AND RECORDED EAST BATON ROUGE PARISH , LA.
1993 AUG 06		AM 10:03:39
FTL 8K		FOLIO
DOUG WELBORN
CLERK OF COURT & RECORDER
CERTIFIED TRUE COPY
BY
DEPUTY CLERK & RECORDER

EX-10.8

EXHIBIT 10.8

C

(Illegible)

Sch A, Parcel II H
ALSO Sch B-II, C.5, b-i.

CONTRACT OF LEASE	UNITED STATES OF AMERICA
By: COHN REALTY CO., INC.	STATE OF LOUISIANA
In Favour of: PAUL H. DUE’	PARISM OF EAST BATON ROUGE
RICHARD J. DODSON, JOHN W.
DECRAVILLES, DAVID W. ROBINSON	CITY OF BATON ROUGE
and CHESTER J. (Illegible)

     BE IT KNOWN, that on the date shown below

     BEFORE ME, the undersigned Notaries Public, duly commissioned and qualified in and for their respective Parishes, State of Louisiana, therein residing and in the presence of the undersigned competant witnesses:

     PERSONALLY CAME AND APPEARED:

     COHN REALTY CO., INC., a Louisiana corporation domiciled in the Parish of East Baton Rouge, herein represented by its duly authorized and empowered President, Dr. Isidore Cohn, Jr., hereunto duly authorized by a resolution adopted by the Board of Directors of the said Cohn Realty Co., Inc., held at its office in the City of Baton Rouge, Louisiana, on the 26^th day of April,1982, a certified copy of which is attached hereto and made a part hereof, (hereinafter called “LESSOR”) and

     PAUL H. DUE’, RICHARD J. DODSON, JOHN W. DECRAVLLES, DAVID W. ROBINSON and CHESTER J. CASKEY, residents of lawful age of Baton Rouge, East Baton Rouge Parish, Louisiana, whose permanent mailing address is One Maritime Plaza, (hereinafter called “LESSEE”).

     And said appearers declared that they have entered into and do hereby enter into a contract of lease in words and figures subject to the following terms and conditions, to-wit:

     1. DESCRIPTION OF LEASED PREMISES. Lessor covenants that for and in consideration of the rents hereinafter stipulated to be paid by Lessee, Lessor has leased, let and demised, and done by these presents Lease, let and demise to Lessee, its successors and assigns, the following described property located in the Parish of East Baton Rouge, Louisiana, to-wit:

That certain square of ground with all improvements thereon measuring approximately sixty four feet (64’) by one hundred twenty eight feet (128’) bounded on the North by France Street, on the South by LOT TWO (2) of SQUARE 6 or 8 of Beauregard Town, on the East by Front Street (formerly (Illegilbe) Street), and being identified as LOT NUMBER ONE (1), SQUARE 6 or 8, BEAUREGARD TOWN, Parish of East Baton Rouge

     2. PEACEFUL POSSESSION. Lessor warrants and convenants that it is the sole owner in fee simple of the hereinabove described property, that it has full right and authority to make this lease of the hereinabove described property and the every part and parcel thereof and that the said property is unencumbered by any mortgage or lien or whatsoever nature which will prejudice these presents, except such (Illegible) restrictions as may be provided by law and this lease shall be subject to such restrictions. Lessor further convenants that, if Lessee should fully observe and perform all of the convenants, conditions and stipulations of this lease to be by it observed and performed, Lessee will be maintained by Lessor in the peaceful and undisturbed possession and enjoyment of the leased premises during the term hereof as is or may be required by law.

     3. DELIVERY OF POSSESSION. Lessor convenants that it will deliver possession of the leased premises to Lessee on the commencement date of this lease.

     4. TERM. The primary term of this lease shall be seventeen (17) years, beginning on the first day of August,1983.

     5. RENTALS.

     (a) Lessee shall, during the first five (5) years of the primary term of this lease, pay to the Lessor at ROSENTHAL & ASSOCIATES, 751 Court Street (P.O. Box 718). Port Allen, Louisiana 70767, or at such other place as Lessor may, from time to time, in writing designate, a basic annual rental of THIRTEEN THOUSAND SIX HUNDRED NINETY SIX AND NO/100 ($13,696.00) DOLLARS payable in equal monthly installments of ONE THOUSAND ONE HUNDRED FORTY ONE AND 33/100 ($1,141.33) DOLLARS on the first day of each month during the course of the year, for each of said first five years.

     (b) There shall be a reevaluation and increase of the basic annual rent on August 1, of each 5^th year following commencement date

2.

of this Lease. The first reevaluation and increase of the basic annual rental shall be five years after the commencement of this lease or on May 1, 1987 and thereafter a reevaluation and increase shall be on May 1 of each fifth year thereafter, all as illustrated on Exhibit C attached hereto. This reevaluation and increase shall be based on the Consumer Price Index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clerical workers (including single workers) all items, groups, sub-groups and special groups of items” as promulgated by the Bureau of the Labor Statistics of the United States Department of Labor. If the CPI on the commencement date of this Lease is less than the CPI on the first day of each fifth calendar year during the term or extension hereof, then Lessee shall pay Lessor, in addition to the basic annual rent, 25% of the basic annual rent multiplied by the percentage of increases by which the CPI at the beginning of each fifth calendar year exceeds the CPI on the commencement date of the preceding five year period. Until the CPI is available for the beginning of any five year period, Lessee shall in good faith estimate the CPI and pay rental based on that estimate until the CPI is available, at which time the rental for the remainder of that five year period shall be permanently adjusted and any differences in amounts paid based on the estimated CPI shall be promptly paid by Lessee or refunded by Lessor. No change in the CPI shall reduce the annual rent below the basic annual rent for the preceding five year period. In the event that the Bureau of Labor Statistics shall change the base period (now 1967) and commence a new series of index numbers after this lease commences, then the new index numbers may be used provided the index number for the month prior to the commencement date of this lease is adjusted to reflect its true relationship with the index numbers under the new base period. For example, if the Bureau of Labor Statistics would have determined to change the base year and commence a new series of index numbers starting at 100 when the consumer price index under the 1967 base year reach 300, then the true relationship between the old index numbers and the new index numbers

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would be that the old series must be divided by three (3) in order to be used in the same computation with the new index numbers.

     In the event that the CPI (or successor or substitute index) is not available, a reliable governmental or other non-(Illegible) publication evaluating the information theretofore used in determining the CPI shall be used in lieu of such CPI. Attached hereto as Exhibit A is an example of how the above calculations are to be made; this example is provided as an illustration of methodology only.

     (c) On August 1 of the thirtieth year following the commencement date of this lease, the rental payable hereunder shall be totally revised on the basis of an appraisal. The subject property shall be appraised as warehouse space in its unimproved state (as if Lessee had made no improvements). In other words, the appraisal shall reflect the characteristics, amenities and features of the property as of the date of this agreement, and be revised to reflect the market conditions for use as warehouse space at the time of the appraisal contemplated herein thirty years hence.

     The revised rents for this lease shall be fixed at seventy (70%) percent of the appraised rental value of the warehouse space of the building. In order to establish this figure, each party hereto shall appoint a qualified appraiser of real estate to appraise such space. In the event that the appraisers fail to reach a mutually agreed upon amount, the two appraisers shall select a third qualified appraiser, the appraisal of whom shall be final. If no third appraiser can be agreed upon within thirty (30) days, then the appraised warehouse rental value shall be determined by a Court of competent jurisdiction and the new rent shall be seventy (70%) percent thereof. Attached hereto as Exhibit B is an example of how the above calculations are to be made; this example is provided as an illustration of methodology only.

     In the event that seventy (70%) percent of the appraised rental value is less than the rental computed in accordance with sub-paragraph (b) above, the rental as determined by sub-paragraph (b) shall apply.

4.

     (d) The rental amount established under sub-paragraph (c) above shall be adjusted every five (5) years according to the provisions of sub-paragraph (b) above.

     6. OPTIONS TO RENEW. Leasee shall have the right and option of renewing and extending this lease for an initial extension of three (3) years and then eight (8) additional periods of ten (10) years each, on the same terms and conditions as are set forth herein below in this Paragraph 6. Such options shall be automatically exercised unless Leasee gives written notice to Lessor of its intention not to exercise same on or before ninety (90) days prior to the end of the primary term to the term of the then effective extension or renewal period, which-ever is applicable.

     The basic annual and the additional rentals for each five (5) year period during said extension or removal periods shall be computed under the same formula as the basic annual and the additional rentals for the second five (5) years of the primary term, adjusted every five (5) years using the index at the beginning and end of each five (5) year period.

     Attached as Exhibit “C” is an example of the applicable rentals for the seventeen (17) year primary term, the initial three (3) year extension, and the eight (8) additional periods of Ten (10) years each.

     7. INTEREST ON RENT. Any installment of rent which shall not be paid when due shall bear interest at the rate of eight (8%) per cent per annum from due date when such payment should have been paid.

     8. LESSEE TO PAY AD VALORM TAXES. As part of the consideration for this lease and in addition to the rents and other payments herein provided, Lassee shall, before they become delinquent, pay all lawful ad valoram taxes, assessments, forced contributions, and other govermental charges in the nature thereof, general and special, ordinary and extraordinary, of every nature and kind whatsoever, which may be levied, assumed or imposed upon the leased premises or any building or other improvements hereafter erected on the leased premises, but not further or otherwise, it being the intent hereof that Lease is obligated to pay only such taxes, levies and assessments as may be directly

5.

levied, assessed or imposed upon or against said leased premises and any building hereafter erected or other improvements hereafter made on the leased premises; provided, that such taxes for the first year of this lease and for the last year of the lease or extension or renewal, as the case may be shall be prorated between Lessor and Lessee based on their respective periods of occupancy. Nothing in this lease contained shall require Lessee to pay any franchise tax, gift tax, estate tax inheritance tax or other death tax or capital levy or transfer tax levied or assessed against Lessor on any income, excess profits, or revenue tax or any other tax assessment, charge or levy of transfer tax levied or assessed against Lessor on any income, excess profits, or revenue tax or any other tax assessment, charge or levy of Lessor upon the rents payable by Lessee under this lease, and if Lessee is required by law to any of the same, Lessor shall reimburse Lessee with interest at the rate of eight (8%) percent per annum, or any sum so paid may be deducted from the rents due hereunder.

     9. PRIORITY OF LEASE AND RIGHT OF FIRST REFUSAL. Lessor covenants that in case Lessor shall at any time hereafter alienate or encumber the leased premises or any part or parcel thereof, such sale or encumbrance shall be made expressly subject and subordinate to the provisions of this lease and to the rights of lessee hereunder. If at any time during the primary term of this Lease or renewal period,and provided Lessee is not in default of this lease, Lessor shall, before it sells all or any portion of the property, give Lessee in writing the option to purchase the property or portion thereof on the same terms and conditions. Such option must be exercised by Lessee by notice in writing forty-five (45) days and the closing must take place within thirty (30) days after the date of such notice. If lessee fails to exercise such option or to close the sale timely, Lessor shall be free to sell the property on those same terms and conditions, but subject to this lease.

     10. HOLD HARMLESS. Lessee will at all times during the term of this lease save harmless Lessor and the leased premises and the improvements thereon from all taxes, assessments, forced contributions and charges provided in paragraph 8 hereinabove to be paid by Lessee, and from all liens and penalties in conjunction therewith, and from all

6.

public requirements with respect to the construction, reconstruction maintenance or repair of streets and sidewalls adjacent to the leased premises; and upon written application of Lessor, Lessee shall furnish to Lessor for inspection and such other use as may be proper for the protection of lessor’s interest in the leased premises, written evidence that any and all of the taxes, agreements, forced contributions and charges hereinabove set forth in Paragraph 8 hereof to be paid by lessee have been duly satisfied and paid, or otherwise discharged.

     Nothing herein contained, however, shall be construed as preventing or interfering with the contestation by Lessee, at its own expense, of any tax, assessment, forced contribution, charge, lien or claim or any kind in respect to the leased premises or any building or other improvement, now or hereafter situated thereon, which may be considered by Lessee to be unlawful or excessive, and for that purpose Leasee may sue or defend, in its own name or in the name of Lessor, as the case may require, but the Lessee shall, if the Lessor in writing requires the same, furnish reasonable security for the payment of all liability, costs, and expense at the end of the litigation, and Lessee so long as the matter shall remain undetermined by final judgment, shall not be considered in default hereunder for the nonpayment thereof; provided, however, that Lessor may not, under the provisions of this Paragraph permit the leased premises or any building or other improvement now or hereafter situated thereon to be sold or forfeited, and any sale or forfeiture shall be deemed to be a default hereunder.

     11. LESSEE TO COMPLY WITH LAW. During the term hereof Lessee shall conform to and observe all laws, ordinances, rules and regulations of the United States of America, State of Louisiana and the Parish of East Baton Rouge, and all public authorities, boards or offices relating to the leased premises or the improvements upon same, or the use thereof, and will not during said term permit the same to be used for any illegal or immoral purposes, business or occupation; provided that nothing herein contained shall be construed as preventing or interfering with the contestation by Lessee, at its own expense, of any such law or ordinance, and for that purpose Lessee may one or

7.

defend, in its own name or in the name of Lessor, as the case may require, but Lessee shall, if Lessor in writing requires name, furnish to Lessor reasonable security for the payment of all liability, costs and expense at the end of the litigation, and Lessee, so long as the matter shall remain undetermined by final judgement, shall not be considered in default in the nonobservance thereof.

     12. OBLIGATION OF LESSEE TO DEVELOP LEASED PREMISES. Lessee hereby agrees that it will go forward with the renovation and development of the property herein leased for commercial office, retail store, restaurant purposes or for any other lawful purpose as soon as practical and Lessee further agrees that upon undertaking the construction of any renovation and development work, and upon completion of same that it will be free of mechanics’, contractors’, subcontractors’, materialmens’, laborers’, and other liens or the possibility thereof. Lessee further agrees not to commence construction of any development on said property until such time as Lessee shall have furnished to Lessor certificates of Owners, Landlords and Tenants and Construction Liability insurance, with minimum policy limits of $500,000 per occurrence, naming Lessor as an additional insured party at interest. All such certificates shall contain a provision whereby the Lessor shall be entitled to ten (10) days notice of cancellation. Lessor shall have the right to review and approve all plans and specifications prior to the commencement of any such work. Upon submission by Lessee of plans and specifications, Lessor shall have twenty (20) days to notify Lessees of any objection. After the twenty (20) days period has elapsed and Lessee has not been notified in writing of any specific objection, Lessee may unequivocally assume that Lessor has approved the plans and specifications. Lessor’s approval shall not be unreasonably withheld.

     13. LESSEE TO MAINTAIN INSURANCE. Lessee covenants and agrees that Lessee will, throughout the term of this lease, at Lessee’s cost and expense, maintain the Owners’, Landlords and Tenants insurance described in Paragraph 12, and will keep all buildings and improvements on the leased premises insured in good and solvent insurance companies, legally authorised to transact business in the State of Louisiana,

8.

against damage or destruction by fire, or other hazards covered by normal extended insurance coverage, subject to the usual and customary exclusions and limitation, is an amount equal to 80%, or the maximum obtainable, of the insurable value of said buildings and improvements, with the addition of a replacement cost endorsement. However, if insurance coverage is not available in the amount set forth herein-above, then Lessee covenants and agrees that it will at all times, at its cost and expense, keep all buildings and improvements on the leased premises insured in the maximum amount obtainable. Lessee covenants and agrees that it will not do or omit to do anything which would vitiate the insurance hereinabove in this paragraph provided for, or which would prevent the obtaining thereof. Lessee will carry its policies of insurance with Lessor also named as an insured and will furnish Lessor with certificates of insurance upon request for same. All such certificates shall contain a provision whereby the Lessor shall be entitled to ten days notice of cancellation.

     Lessor and Lessee agree that in the event of any loss or damage to the building on the leased premises, or of the contents, improvements, fixtures or equipment of Leases located therein, by fire or any other perils which lessor and Lessee have insured against or have obligated themselves under this lease to insure against, regardless of the cause thereof, and whether or not the same be caused by the carelessness or negligence of Lessor or Lessee, their respective servants, employees, agents, invitees, visitors or licensees. Neither Lessor, Lessee nor their respective insurance carrier shall have any right of subrogation over or against the other, their servants, employees, agents, invitees, visitors or licensees, for any such damage or loss so sustained. Neither Lessor nor Lessee shall be under obligation to pay any amount to the other, its successors or assigns, or to pay any amount to the insurance company issuing the policy of insurance for the amount of insurance or damages even though the loss or damage is caused by the negligence of the other, its agents, servants, invitees, employees, visitors or licensees. Lessor and Lessee shall each cause its respective insurance carrier or carriers to waive rights of subrogation

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in conformity with the terms of this lease and shall promptly furnish each other with proper endorsements or appropriate evidence with respect thereto.

     14. LESSEE TO COMPLY WITH LAWS, ORDINANCES, ETC., IN DEMOLITION OR CONSTRUCTION WORK. In the demolition, excavating for, and construction of any building or buildings on the premises covered by this lease, and in the removing, rebuilding, repairs, altering, addition to or extending any party walls and foundations, Lessee will conform to and observe all laws, applicable thereto, and will further protect all buildings on adjacent premises to the extent required by laws, ordinances, building codes, rules and regulations, and at all times will keep Lessor and the premises hereby leased indemnified against and discharged of any charge or liability in favor of the owners of such adjacent premises arising out of such operations by Lessee, and will pay and discharge all liability and damages occasioned to any person or persons resulting from such demolition, excavation or construction or from such removing, rebuilding, repairing, altering, addition or extending any such party walls foundations.

     15. LESSEE TO HOLD LESSOR HARMLESS AGAINST LIENS, JUDGEMENT OR ENCUMBRANCES. Lessee will indemnify and hold harmless Lessor from and against the payment of all loss, damages, legal costs and charges, inclusive of counsel fees, by Lessor lawfully and reasonably incurred or expended in or about the prosecution or defense of any suit or other proceeding in the discharging of the leased premises, or any party thereof, from any lien, judgment or encumbrance created, or permitted to be created, by Lessee upon, or against the same or against Lessee’s leasehold estate (except mortgage liens placed on such leasehold estate by Lessee), and also any costs and charges, inclusive of counsel fees, incurred on account of proceedings by Lessor in obtaining possession of the premises covered by this lease after the termination of the lease by forfeiture or otherwise.

     16. LESSEE TO KEEP BUILDING IN REPAIR. Lessee shall at all times during the term of this lease, and at its own expense, keep all buildings and improvements situated on the premises covered by this

10.

lease, except for the structural components of the roof and the exterior walls, in good order, condition and repair, ordinary wear and tear excepted, and shall at all times save and keep Lessor free and harmless from any and all damages or liability, occasioned by any act or neglect of Lessee, or any agent or employee of Lessee or any tenant or person holding under Lessee, and shall indemnify and save harmless Lessor against and from any loss, costs, damage and expenses arising out of or in connection with the erection of any building or improvement upon said premises, or out of any accident or injury to any person or damage to property, whomsoever and whatever, due directly or indirectly to the use of said premises, or any part thereof, by Lessee, or any other person or persons holding under Lessee, unless such accident, injury or damage results from the active negligence or willful act of Lessor. For purposes of clarification, attached as Exhibits are examples of the type of roof and exterior wall maintenance required by Lessee and Lessor.

     17.  LESSOR MAY PAY TAXES, INSURANCE PREMIUMS, ETC., FOR LESSEE’S ACCOUNT. In case of any default on the part of Lessee in the payment of any taxes, assessments, forced contribution, public charges or premiums on insurance, or the payment of any amount herein provided to be paid (other than amounts payable as rents) or in procuring insurance as herein provided, Lessor may, on behalf of Lessee, make any such payment or payments, or procure any such insurance, and Lessee covenants thereupon to reimburse and pay Lessor any amount reasonably so paid and expended (with interest thereon at the rate of eight (8%) percent per annum from the date of the payment so made until paid by Lessee) on the date on which the next installment of rent shall be payable. Any demand for rent or other payment made on Lessee, after the same shall have become due and payable, shall have the same force and effect as though made at the time of its becoming due and payable.

     18. SALE, ASSIGNMENT OR SUBLEASE OF LEASE. So long as Lessee shall not be in default of any of its obligations under this lease agreement, it shall have the full right to sell or assign this lease to any other person, firm or corporation capable of accepting such sale or

11.

assignment. No sale or assignment shall be made of less than the whole of the lease for the whole unexpired term thereof. The right to sell or assign this lease conveyed herein and the right to sublease the whole of the leased premises is conditioned upon first obtaining approval in writing to such sale, assignment or sublease from Lessor, provided, however, that Lessor may not arbitrarily refuse to approve and accept a bona fide purchaser, assignee or sublessee of good character and sound financial standing. Lessee notwithstanding such sale or assignment, shall remain liable for the payment of the monthly rents and other charges stipulated by this lease for the remainder of the primary term or renewal and the performance and observance of all of the covenants, conditions, and stipulations herein give expressed, and contained on the part and behalf of Lessee to be performed and observed. Any purchaser or assignee of Lessee may, subject to the provisions hereof and upon the same terms and conditions, sell or assign the leasehold, and like subsequent sales or assignments may be made from time to time by any one at any time holding the leasehold.

     Lessee shall have the right to sublease from time to time and at any time any part of the premises covered by this lease, provided it is less than the whole of the leased premises and/or any part of the buildings or other improvements thereon to any person, firm or corporation capable of taking such sublease upon such terms, stipulations, and conditions as Lessee may determine. The right of Lessee to sublease a part of the leased premises and/or buildings located thereon is not conditioned on the prior consent or permission of Lessor.

     Any such sale, assignment or sub-lease shall be made subject to all of the provisions contained in this lease.

     19.  LESSOR TO JOIN IN APPLICATIONS FOR PERMITS, LICENSES, ETC. Lessor agrees that within ten (10) days after the receipt of written request from Lessee it will join in any and all applications for permits, licenses, zoning classification charges, designation of the property as an historical site, or other authorizations required by any governmental or other body claiming jurisdiction in connection with any work or repair and/or alternations and changes or erection which Lessee

12.

may do hereunder, and will also join in such applications for electric, telephone, gas, water, (Illegibe) and other public utilities and facilities as may be reasonably necessary in the operation of the premises covered by this lease or of the buildings and improvements that may erected thereon.

     20. LESSEE ENTITLED TO SALVAGE. All material and salvage resulting from any repair, alteration or change shall become and be the property of Lessee without payment of any compensation therefor to Lessor.

      21. RIGHTS OF LESSEE NOT LIMITED BY ENUMERATION. The foregoing and succeeding enumeration of rights of Lessee is not intended in anyway to limit or restrict the rights of Lessee to these listed or enumerated in this lease agreement, but to the contrary it is expressly recognized that Lessee shall have all of the rights and privileges granted to it in any part of this lease or to which it would otherwise be entitled by law if not herein specifically denied.

      22. RIGHT OF LESSEE TO MORTAGE LEASEHOLD. Lessee may at any time and from time to time as it may see fit, subject always to the terms and conditions of this lease, in any legal manner, mortgage or otherwise hypothecate its leasehold estate and/or its interest or rights hereunder or any part thereof for a period not extending beyond the term of this lease plus any renewals thereof. Lessee will deliver the leased premises to the Lessor free and clear of all mortgages and encumbrances at the end of the terms of this lease.

      23. EFFECT OF WAIVER OF BREACH. No waiver of any condition or covenant in this instrument contained, or of any breach thereof, shall be taken to constitute a waiver of any subsequent breach. No payment by Lessor, in case of default on the part of Lesses in that respect, of any taxes, assessments, public charges, or premiums of insurance of the payment of any amount herein provided to be paid, other than rents, or in the procuring of insurance as hereinabove provided, shall constitute or be construed as a waiver or condonance by Lessor of the default of Lessee in that respect.

13.

      24. LEASE NOT AFFECTED BY DAMAGE OR DESTRUCTION OF BUILDING. Except as provided below, no damage to or destruction of any buildings or building hereafter located on the premises covered by this lease by natural disaster, fire or other casualty shall be taken to entitle Lessee to surrender possession of the premises covered by this lease, or to terminate this lease, or to have an abatement or any part of the rents, the laws of the State of Louisiana to the contrary notwithstanding; and neither party hereto shall be released, by reason of the damages or destruction of any such building or buildings on the premises covered by this lease, from the obligations created or imposed by virtue of this lease.

     However, if the buildings on the leased premises are totally destroyed by a natural disaster or by fire, casualty, or any other cause during the last twelve (12) years of the primary term or the last five (5) years of any renewal term to such an extent that at least seventy (70%) percent of the normally usable floor space is not usable, then Lessee may terminate this lease in lieu of rebuilding the leased premises provided that all mortgages and other encumbrances on the leasehold interest are paid in full, and further provided that the leased premises are leveled and cleared of all debris by Lessee. Should Lessee terminate this lease as permitted by the preceding sentences, all outstanding encumbrances created by Lessee shall be first paid out of any insurance available to cover the loss, and the balance, if any, of the available insurance shall then be divided between Lessor and Lessee in the following manner: Lessor shall receive a portion equal to present value of the income stream of the unexpired term of the lease. Lessee shall receive the balance of the insurance proceeds.

     25. SERVICES OF NOTICES. All notices, demands and requests which may or are required to be given by either Party to the other shall be in writing. All notices, demands and requests by Lessor to Lessee shall be deemed to have been properly give if served personally on Lessee or if sent by United States certified mail, postage prepaid, addressed to Lessee at One Maritime Plaza, Baton Rouge, LA 70802, or

14.

at such other place as Lessee may from time to time designate hereafter in a written notice to Lessor. All notices, demands, and requests by Lessee to Lessor shall be deemed to have been properly given, if served personally on an officer of Lessor or if sent by United States certified mail, postage prepaid, addressed to Lessor c/o Rosenthal & Associates, 751 Court Street (P.O. Box 718), Port Allen, LA 70767, or at such other place as Lessor may form time to time hereafter designate in a written notice to Lessee.

      26. EXPROPRIATION OF LEASED PREMISES. In case any part of the premises covered by this lease less than the whole shall be taken under the power of eminent domain, this lease shall not be terminated, but from and after the date on which Lessee shall have been so deprived the possession of any part of the premises covered by this lease, the rent thereafter payable under the provisions of this lease shall be reduced in the proportion which the value of the land and improvements so taken bears to the value of the land and improvements subject to this lease.

      In the event that Lessor and Lessee cannot agree upon the amount of such reduction, it shall be fixed by arbitration or by a Court of competent jurisdiction.

      In the event of disagreement, Lessee shall, until the amount of the reduction has been so fixed by arbitration, continue to pay the full amount of rent which would be due under the provisions of this lease in the absence of any taking under the power of eminent domain loss on undisputed reduction, subject to retroactive adjustment of such rent back to the data on which Lessee shall have been so deprived of possession to conform to the decision of the arbitrators, and Lessor shall promptly, after the rendition of such decision, refund to Lessee the amount of reduction in rent as determined in such decision of the arbitrators.

      In case the whole of the premises covered by this lease shall be taken under the power of eminent domain, or as a result of a taking of a portion of the property, it renders the property unsuitable for its intended purpose, than Lessee has the option to terminate the lease

15.

effective as of the date of the expropriation. If Lessor and Lessee cannot agree whether the property has been rendered “unsuitable for its intended purpose” a determination thereof shall be made by a Court of competant jurisdiction.

     In the event of any taking under the power of eminent domain, Lessor shall be entitled to receive the portion of the award attributable to the present value of the income stream of the unexpired term of the Lease of which Lessor has been deprived by said action of eminent domain, Lessee shall be entitled to recover the portion of the award representing its leasehold rights and the fair market value of leasehold improvements. If there is any portion of the award left after payment to the Lessor and Lessee as above mentioned it shall be paid to Lessor.

     If at the time Lessee is entitled to receive any such award, Lessee shall be in default in the observance or performance of any of the covenants in this lease contained, there shall be deducted from the award otherwise payable to Lessee and added to the award to be received by Lessor such amount as may be required to satisfy and cure such default. It is further understood between the parties hereto that should Lessee elect to terminate this lease pursuant to the provisions of this paragraph, than in that event all outstanding Lessee encumbrance shall be first paid out of any expropriation award for the leasehold interest.

     27. DEFAULT CLAUSE. (1) In case default be made by Lessee at any time in the due payment of any installment of rent or in the due payment or any other sum payable by Lessee to Lessor under the provisions hereof, and such default shall continue for a period of thirty (30) days after written demand by Lessor, or (2) if default shall be made by Lessee in the due observance and performance of any other covenant, condition, or stipulation herein agreed by Lessee to be by it observed or performed, and such default shall continue for a period of thirty (30) days from date of written notice by Lessor to Lessee detailing the particular of such default and requiring it to make good any such last mentioned default, then and in any such event described

16.

in (1) or (2) hereinabove, Lessor at any time thereafter shall have the full right, at its election to enter in, into, and upon the premises covered by this lease and take possession of the same together with all buildings and improvements thereon, and from time of such entry, this lease shall become void and of no effect and Lessor may enter upon, take possession, hold and retain the said premises and all buildings and improvements thereto as of its first or former estate, and this lease shall be forfeited to Lessor, and Lessor may bring suit for and collect all the rents, taxes, assessments, charges, liens, penalties and damages including damages to Lessor by reason of such breach or default on the part of Lessee which shall have accrued up to the time of such entry, and Lessor may, if it elects so to do, bring suit to collect all such rents, taxes, assessments, charges, liens, penalties and damages in the event of any default as aforesaid without voiding this lease; provided, however, that any mortgagee of any leasehold interest under this lease, who Lessor has agreed to notify in case of default, may avoid forfeiture of this lease as herein provided by satisfying and curing, within a period of thirty (30) days, as the case may be, after written demand upon it by Lessor, the default consequent whereon such right of forfeiture shall accure. All things so done and performed by such a mortgagee to cure a default by Lessee shall be effective to prevent a forfeiture of the rights of Lessee under this lease as the same would have been if done and performed by Lessee instead of a mortgages.

     If Lessor considers that Lessee has failed to comply with one or more of its obligations hereunder, either expressed or implied, and whether the alleged breach be either active or passive, and Lessor undertakes to give Lessee written notice of default as provided for herein, Lessor shall in said written notice set out specifically in what respects Lessor claims Lessee has breached this lease. If within thirty (30) days, as the case may be, after receipt of such notice Lessee shall meet or commence to meet the breaches alleged by Lessor, Lessee shall not be deemed in default hereunder. The service of written notice with itemized and particularized allegations of breach,

17.

and the lapse of thirty (30) days, as the cast may be, without Lessee’s meeting or commencing to meet the alleged breaches shall be a condition precedent to any action, be it legal or otherwise by Lessor on this lease.

     28. LESSOR TO HAVE TITLE TO BUILDINGS AT TERMINATION. Upon the termination of this lease by forfeit or lapse of time or for any cause whatsoever (except for failure of Lessor’s title) Lessee will at once surrender the above described premises, together with all buildings and improvements thereon but excluding any trade fixtures, furniture, furnishings, leasehold improvements not permanently attached and other movable property, and all the buildings and improvements then standing upon said premises shall belong to Lessor, and no compensation shall be allowed or paid therefore. Lessee shall have thirty (30) days after termination to remove movable property as above set forth.

     29. REMOVAL OF TRACKAGE. Lessor will not object to removal or all or a portion of any railroad trackage serving the property whether on the leased premises, on adjacent public streets, or elsewhere.

     30. USE OF SINGULAR OR PLURAL, MASCULINE, FEMININE OR NEUTER GENDER. Any word herein importing the singular number shall as well include the plural, and any pronoun importing gender shall as well include the masculine, feminine or neuter gender.

     31. PURPOSE OF ARTICLE CAPTIONS. It is agreed that the article captions contained in this instrument are inserted merely for the purpose of convenience in reference, and that such article captions shall be in no way construed as forming part of this lease or in any way limiting or qualifying the provisions hereof.

     THIS DONE AND PASSED on the day, month and year hereinafter set forth, in the City of New Orleans, Louisians, and in the City of Baton Rouge respectively in the presence of the undersigned competent

18.

witnesses residing in said Cities, and in the presence of the undersigned Notaries Public, after due reading of the whole.

WITNESSES:	COHN REALTY CO., INC.
/s/ Illegible	By:	/s/ Illegible
		(Illegible) President
/s/ Illegible		/s/ Illegible
		(Illegible)
		/s/ Illegible
		(Illegible)
/s/ Illegible		/s/ Illegible
		(Illegible)
/s/ Illegible		/s/ Illegible
		(Illegible)
		/s/ Illegible
		(Illegible)

19.

STATE OF LOUISIANA

PARISH OF ORLEANS

     BEFORE ME, the undersigned Notary Public, on this day personally came and appeared: Katusha M. Zeller, who, being by me duly sworn, stated under oath that she was one of the subscribing witnesses to the foregoing instrument and that the same was signed by LESSOR, (Illegible) REALTY CO., INC., by its President, Dr. Isidora Cohn, Jr. in her presence and in the presence of the subscribing witness.

/s/ Illegible  

     SWORN TO AND SUBSCRIBED before me, Notary Public, on this 26^th day of August, (Illegible), at New Orleans Louisiana.

/s/ Illegible  

Notary Public 

20.

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

     BEFORE ME, the undersigned Notary Public, on this day personally came and appeared: CAROLE P. CROSS, who, being by me duly sworn, stated under oath that she was one of the subscribing witnesses to the foregoing instrument and that the same was signed by LESSEE, PAUL H. DUE’, RICHARD J. DODSON, JOHN W. DEGRAVELLES, DAVID W. ROBINSON and CHESTER J. CASKEY, in her presence and in the presence of the subscribing witness.

/s/ Illegible  

CAROLE P. CROSS 

     SWORN TO AND SUBSCRIBED before me, Notary Public, on this 29th day of August, 1982, at Baton Rouge, Louisiana.

/s/ Illegible  

Notary Public 

(Illegible)

21.

EX-10.8(A)

Exhibit 10.8(a)

PARCEL II

EXCEPTION 3 (B)H

C

Levee Building

AMENDMENT OF LEASE	UNITED STATES OF AMERICA
LESSOR: COHN REALTY CO., INC.	STATE OF LOUISIANA
LESSOR: JAZZ ENTERPRISES, INC.	PARISM OF EAST BATON ROUGH

     BE IT KNOWN, on the dates indicated below, before the undersigned Notaries Public, duly commissioned and qualified in and for their respective Parishes, State of Louisiana, therein residing, and in the presence of the undersigned competent witnesses, personally came and appeared.

     COHN REALTY CO., INC., a Louisiana corporation, domiciled in the Parish of East Baton Rouge, herein represented by its duly authorised and empowered President, DR. Isidore Cohn, Jr., hereunto duly authorised by a resolution adopted by the unanimous consent of the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSOR”); and

     JAZZ ENTERPRISES, INC., a Louisiana corporation, domiciled in the Parish of East Baton Rouge herein represented by its duly authorised and empowered Vice President, Mark A. Bradley, hereunto duly authorised by resolution adopted by the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSEE”).

     WHEREAS, the LESSOR entered into a lease between LESSOR and Paul H. Due’, Richard J. Dodson, John W. decravelles, David W. Robinson and Chastar John Caskey, affecting Lot 1, Square “6” or “B”, Beauragard Town, East Baton Rouge Parish, Louisiana, recorded on October 12, 1985, as ORIG 388 BNDL 10507 (the “Lease”); and

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     WHEREAS, Jass Enterprises, Inc. became the tenant under the Lease by virtue of an Assignment of Lease dated as of August 5, 1993; and

     WHEREAS, LESSOR and LESSEE have agreed to modify the terms of the Lease as provided herein.

     NOW, THEREFORE, the parties hereto hereby enter into this Amendment of Lease to modify in part the terms and conditions of the Lease, as follows:

     1. Paragraph 5(b) of the Lease be and is hereby amended in its entirety as follows:

     “5. (b) There shall be a reevaluation and increase of the basic annual rent due hereunder as of august 1 of each 5th year following August 1, 1988 (“Base Date”), The first amended reevaluation and increase of the basic annual rental due hereunder shall be as of August 1, 1993, five years after the Base Date and thereafter a reevaluation and increase shall be as of August 1 of each fifth year thereafter, all as set forth on Exhibit c attached hereto. This reevaluation and increase shall be based on the Consumer Price Index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clerical workers (including single workers) all items, groups, subgroups, and special groups of items” as promulgated by the Bureau of the Labor Statistics of the United States Department of Labor. For each five-year period beginning August 1, 1993, LESSEE shall pay LESSOR, in addition to the basic annual rent for the preceding five-year period, In amount equal to the basic annual rent for the preceding five-year period, multiplied by the percentage of increase by which the CPI for the month of May immediately preceding the beginning of each fifth calendar year exceeds the CPI for the month of May immediately preceding the commencement date of the preceding five-year period (the “Additional Rent for the Subject Five-year Period”); provided that in no event shall the adjusted basic annual rent for a new five-year period exceed 125% of the basic annual rent for the preceding five-year period. Accordingly, from and after August 1, 1993, the basic annual rent due for each five-year period shall be the sum of the

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basic annual rent for the preceding five-year period plus the Additional Rent for the Subject Five-Year period. If the Nay CPI is not available as of the beginning of any five-year period, LESSEE shall in good faith estimate the CPI and pay rental based on that estimate until the CPI is available, at which time the rental for the remainder of that five-year period shall be permanently adjusted and any differences in amounts paid based on the estimated CPI shall be promptly paid by LESSEE or refunded by LESSOR. No change in the CPI shall reduce the basic annual rent for the preceding five-year period. In the event that the Bureau of Labor Statistics shall change the base period (now 1982-84) and commence a new series of index numbers after this Lease commences, then the new index numbers may be used provided the index number for the month prior to the commencement date of this Lease is adjusted to reflect its true relationship with the index numbers under the new base period. For example, if the Bureau of Labor Statistics would have determined to change the base year and commence a new series of index numbers starting at 100 when the consumer price index under the 1982-84 base year (Illegible) 300, then the true relationship between the old index numbers and the new index numbers would be that the old series must be divided by three (3) in order to be used in the same computation with the new index numbers.

In the event that the CPI (or successor or substitute index) is not available, a reliable governmental or other non-partisan publication evaluating the information theretofore used in determining the CPI shall be used in Lieu of such CPI. Attached hereto as Exhibit A is an example of how the calculation has been made for the five-year period beginning August 1, 1993 and ending July 31, 1985, this example is provided as an illustration of methodology only.

     2. Paragraph 27 of the Lease be and is hereby amended to the effect that:

a   Any demand or notice which is required to be given LESSEE under this paragraph 27, must also be given to the guarantor of this Lease, as amended, and to any mortgages of LESSEE’S interests under the Lease, as amended, and the guarantor as well as any such mortgages shall also have the right to cure any default hereunder

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within the same grace period set forth in this paragraph 27. LESSOR acknowledges that as of the date of this Amendment of Lease, Argosy Gaming Company, whose address is 219 Pissa Street, Alton, Illinois 62002-6232 is (Illegible) guarantor of the Lease, as amended. Upon receipt of notice from LESSEE that it has mortgaged its interests under the Lease, as amended, in which the name and mailing address (with a municipal street number) of the mortgages is set forth, LESSOR shall be bound to give notice or make demand on such mortgages.

b. If the guarantor of this Lease, as amended, or a mortgages of LESSEE’S interests hereunder shall acquire through voluntary conveyuance or foreclosure, LESSEE’S rights hereunder, so long as there is no default hereunder, the successor in interest of LESSEE’S rights hereunder shall be recognized by LESSOR as the LESSEE under the Lease, as amended, for the remainder of the term hereof and any extension thereof, subject to the same provisions and conditions hereof, and as such, the successor in interest shall thereupon become entitled to all of the rights and benefits of the LESSEE hereunder, subject of course to the obligations, liabilities, covenants and agreements of the LESSEE. Upon request, LESSOR shall execute an instrument in appropriate recordable form to give effect to the rights of the successor in interest hereunder, provided that the execution of such instrument shall not be a condition to the exercise of the rights of such successor in interest.”

     3. In all other respects, the provisions of the Lease, as amended hereby, shall remain in full force and effect.

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     THUS DONE AND PASSED on this 4th day of August, 1993, in the City of New Orieans, Louisians, in the presence of the undersigned competent witnesses and in the presence of the undersigned Notary Public, after a reading of the whole.

WITNESSES:	COHN REALTY CO., INC.
/s/ Laurie H. Zimmer	By:	/s/ Dr. Isidore Cohn, Jr.
		Dr. Isidore Cohn, Jr. President
/s/ Illegible

/s/ Illegible NOTARY PUBLIC

     THUS DONE AND PASSED on this 5^th day of August, 1993, in the City of Baton Rouge, Louisians, in the presence of the undersigned competent witnesses and in the presence of the undersigned Notary Public, after a reading of the whole.

WITNESSES:	JAZZ ENTERPRISES, INC.
/s/ Illegible	By:	/s/ Mark R. Bradley
		Mark R. Bradley Vice President
/s/ Illegible

/s/ Illegible NOTARY PUBLIC

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LEVEE BLDG

Amendment to Levee Building Ground Lease, Section 5(b), Page 2

Beginning on August 1, 1993, and every fifth year thereafter, the reevaluation and increase of the annual rent shall be computed based on the Consumer Price Index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clerical workers (including single workers) all items, groups, sub-groups and special groups of items” as promulgated by the Bureau of Labor Statistics of the United States Department of Labor.

The annual rent for each five year period shall be computed by multiplying the then current annual rent by the ratio of the CPI for May of the current year divided by the CPI for May of the immediately preceding five period, but in no case shall the ratio thus computed exceed 1.25 (25% increase). For example, using the current annual rent for the Beauregard Building of $14,175.36 as of July 31, 1993, the new annual rent for the next five year period shall computed as follows:

CPI for May 1993	144.2
CPI for May 1988	117.5

CPI(May 1993)/CPI(May 1988) = 144.2/117.5 = 1.2272 < 1.25, OK

Current annual rent, Levee Building = $14,175.36

New annual rent = $14,175.36 x 1.2272 = $17,396.00

EX-10.9

Exhibit 10.9

CONTRACT OF LEASE	UNITED STATE OF AMERICA
By: COHN-GOTTLIEB REALTY	STATE OF LOUISIANA
COMPANY, INC.
In Favor of : CATFISH TOWN	PARISH OF EAST BATON ROUGE
PROPERTIES, a Louisiana	CITY OF BATON ROUGE
Partnership in Commendom

     BE IT KNOWN, that on the date shown below

     BEFORE ME, the undersigned Notaries Public, duly commissioned and qualified in and for their respective Parishes, State of Louisiana, therein residing and in the presence of the undersigned component witnesses:

     PERSONALLY CAME AND APPEARED:

     COHN-GOTTLIEB REALTY COMPANY, INC., a Louisiana corporation domiciled in the parish of East Baton Kouge, herein represented by its duly authorized and empowered President, Dr. Isidore Cohn. Jr., here-unto duly authorized by a resolution adopted by the Board of Directors of the said Cohn-Gottlieb Realty Company, Inc., held at its office in the City of Baton Rouge, Louisiana, on the 26th day of April, 1982, a certified copy of which is attached hereto and made a part hereof, (hereinafter called “LESSOR”) and

     CATFISH TOWN PROPERTIES, A Louisiana Partnership in commendem, represented by its duly authorized General Partner, Richard J. Dodson, of age and a resident of Baton Rouge, East Baton Rouge Parish, Louisiana, whose permanent mailing address is 442 europe Street, (Hereinafter called “LESSEE”).

     And said appearors declared that they have entered into and do hereby enter into a contract of lease in words and figures subjects to the following terms and conditions, to wit:
1. DESCRIPTION OF LEASED PRHISES. Leassor convenants that for and in consideration of the rents hereinafter stipulted to be paid by Leasee. Lossor has leased, let and demised, and does by these presents leasee, let and demise to lease, its successors and assigns, the following described property located in the parish of East Baton Rouge, Louisiana to [ILLEGIBLE]:

That certain square of ground measuring approximately 128 feet by 106.67 feet bounded on the North by Government Street, on the South by France Street, on the [ILLEGIBLE] by Natchez Street, and on the East by St. James Street, and being identified as Block 4-s, lots 1 and 2, BEAUREGARD TOWN, BATON ROUGC, LOUISIANA, including all building and improvements thereon.

     2. PEACEFUL POSSESSION. Lessor warrants and convenents that it is the sole owner in fee simple of the hereinabove described property, that it has full right and authority to make this lease of the hereinabove described property and every part and parcel thereof and that the sold property in unencumbered by any mortage or lion or whatsoever nature which will prejudice these presents, except such soning restrctions as may by provided by law and this lease shall be subject to such restrictions. Lessor further covenants that, if Lessee should fully observe and perform all of the covenants, conditions and stipulations of this lease to be by it observed and performed, Lessee will be maintained by lessor in the peaceful and undisturbed possession and enjoyment of the premises during the term hereof as is or may be required by law.

     3. DELIVERY OF POSSESSION. Lessor covenants that it will doliver possession of the lease premises to lessee on the commencement date of this lense.

     4. TERM. The primary term of this lease shall be seventeen (17) yours, beginning on the first day of May, 1982.

     5. RENTALS.

     (a) Lessee shall, during the first five (5) years of the primary term of this lese, pay to the Lessor or Lessor’s agent, at ROSENTHAL & ASSOCIATES, 751 Court Street (P. O. Box 718), Port Allien, louisiana 70767, or at such other place as Lessor may, from time to time, in writing designate, a basic annual rental or FORTY-EIGHT THOUSAND TWO HUNDRED FOURTEEN AND NO/100 ($48,214.00) DOLLARS cash per year, payable to equal monthly installments on the first day of each month during the course of the years, for each of said first five (5 years.

(b) There shall be a reevaluation and increase of the basic annual rent on May 1, of each 5th year following commencement date of this lease. The first reevaluatio and increases of the basic annual

2.

rental shall be five years after the commencement of this lease or on May 1, 1987 and thereafter a reevaluation and increases shall be on May 1 of each fifth year thereafter , all as illustrated on Exhibit C attached hereto. This reevaluation and increase shall be based on the Consumer Price index (“CPI”), which is the average of “all items” shown on the “U.S. City average for urban wage earners and clarical workers (including single workers ) all items, groups, sub-groups and special groups of items” as promulgated by the Bureau of the Labor Statistics of the United States Department of Labor. If the CPI on the commencement date of this Lease is less then the CPI on the commencement date of this lease is less than the CPI on the first day of each fifth calender year during the term or extension hereof, then Leasee shall pay Lessor, in addition ot the basic annual rent, 25% of the basic annual rent, multiplied by the percentage of increase by which the CPI at the beginning of each fifth calender year exceeds the CPI on the commencement date of the preceding five year period. Until the CPI is available for the beginning of any five year period, leasee shall in good faith estimate the CPI and pay rental based on that estimate until the CPI is available, at which time the rental for the reminder of that five year period shall be permanantly adjusted and any difference in amounts paid based on the estimated CPI shall be promptly paid by Lessee or refunded by lessor. No change in the CPI shall reduce the annual rent below the basic annual rent for the preceding five year period. In the event that the Bureau of Labor Statistics shall change the base peiod (now 1967) and commence a new series of index numbers after this leases comme. ces, then the new index numbers may be used provided the index number for the month prior to the commencement date of this loase is adjusted to reflect its true relationship with the index numbers under the new base period. For example, if the Bureau of Labor Statistics would have determined to change the base your and commence a new series of index numbers starting at 100 when the consumer price index under the 1967 base year reach 300, then the true relationship between the old index numbers and the new index numbers wound be that the old series must be

3

divided by three (3) in order to be used in the same computation with the new index numbers.

     In the event that the CPI (or successor or substitute index) is not available, a reliable governmental or other non-[ILLEGIBLE] publication evaluating the information theretofore used in determining the CPI shall be used in lieu of such CPI. Attached hereto as Exhibit A is an example of how the above calculations are to be made; this example is provided as an illustration of methodology only.

     (c) On may [ILLEGIBLE] of the thirtieth year following the commencement date of this lease, the rental payable hereunder shall be totally revised on the basis of an appraisal. The subject property shall be appraised as warehouse space in its unimproved state (as if Lessee had made no improvements). In other words, the appraisal shall reflect the characteristics, amenities and features of the property as of the date of this agreement, and be revised to reflect the market condition for use as warehouse space at the time of the appraisal contemplated herein thirty years hence.

     The revised rents for this lease shall be fixed at seventy (70%) percent of the appraised rental value of the warehouse space of the building. In order to establish this figure, each party hereto shall appoint a qualified appraiser of real estate to appraise such space. In the event that the [ILLEGIBLE] fail to reach a mutually agreed upon amount, the two appraisers shall select a third qualified appraiser, the appraisal of whom shall be final. If no third appraiser can be agreed upon within thirty (30) days, then the appraised warehouse rental value shall be determined by a court of competent jurisdiction and the new rent shall be seventy (70%) percent thereof. Attached hereto as Exhibit B is an example of how the above calculations are to be made; this example is provided as an illustration of methodology only.

     In the event that seventy (70%) percent of the appraised rental value is less than the rental computed in accordance with sub-paragraph (b) above, the rental as determined by sub-paragraph (b) shall apply.

4.

     (d) The rental amount established under sub-paragraph (c) above shall be adjusted every five (5) years according to the provisions of sub-paragraph (b) above.

     6. OPTIONS TO RENEW. Lessee shall have the right and option of renewing and extending this Lease for an initial extension of three (3) years and then eight (8) additional periods of ten (10) years each, on the same terms and conditions [ILLEGIBLE] are set forth here in below in this Paragraph 6. Such options shall be automatically exercised unless Lessee gives written notice to Lesser of its intention not to exercise same on or before ninety (90) days prior to the end of the primary term or the term of the [ILLEGIBLE] effective extension or renewal period, whichever is applicable.

     The basic annual and the additional rentals for each five (5) year period during [ILLEGIBLE] extension or renewal periods shall be computed under the same formula as the basic annual and the additional rentals for the second five (5) years of the primary term, adjusted every five (5) years using the index at the beginning and end of each five (5) year period.

     Attached as Exhibit “C” is an example of the applicable rentals for the seventeen (17) year primary term, the initial three (3) year extension, and the eight (8) additional periods of Ten (10) years each.

     7. INTEREST ON RENT. Any installment of rent which shall not be paid when due shall bear interest at the rate of eight (8%) per cent per annum from due data when such payment should have been paid.

     8. LESSEE TO PAY AD VALOREM TAXES. As part of the consideration for this lease and in addition to the rents and other payments herein provided, Lessee shall, before they become delinquent, pay all lawful ad valorem taxes, [ILLEGIBLE] forced contributions, and other governmental chargers in the nature thereof, general and special, ordinary and extraordinary, of every nature and kind whatsoever, which may be levied, [ILLEGIBLE] or imposed upon the leased premises or any building or other improvements hereafter created on the leased premises, but not further or otherwise, it being the intent hereof that Lessee is obligated to pay only such taxes, levies and [ILLEGIBLE] as may be directly

5.

levied, assessed or imposed upon or against said leased Premises and any building hereafter created or other improvements hereafter made on the leased premiers; provided, that such taxes for the first year of this lease and for the last year of the lease or extension or renewal, as the case may be, shall be protected between Leasor and Lessee based on their respective periods of occupancy. Nothing in this lease contained shall require Leases to pay any franchise tax, gift tax, estate tax, inheritance tax or other death tax or capital levy or transfer tax levied or assessed against Lessor on any income, excess profits, or revenue tax or any other tax assessment, charge or levy of Lessor upon the rents payable by Lessee under this lease, and if Lessee is required by law to pay any of the same, Lessor shall reimburse Lessee with interest at the rate of eight (8%) per cent per annum, or any sum so paid may be deducted from the rents due hereunder.

     9. PRIORITY OF LEASE AND RIGHT OF FIRST REFUSAL. Leasor covenants that in case Leasor shall at any time hereafter alternate or encumber the leased premises or any part or parcel thereof, such sale or encumbrance shall be made expressly subject and subordinate to the provisions of this lease and to the rights of Lessee hereunder. If at any time during the primary term of this lease or any renewal period, and provided Lessee is not in default of this lease. Leaser should elect to sell the property or receive an after from a third party. Lessor shall, before it sells all or any portion of the property, give Lessee in writing the option to purchase the property or portion thereof on the same terms and conditions. Such option must be exercised by Lessee by notice in writing within forty-five (45) days and the closing must take place within thirty (30) days after the date of such notice. If Lessee falls to exercise such option or to close the sale timely, Lessor shall be free to sell the property on those same terms and conditions, but subject to this lease.

     10. HOLD HARMLESS. Lessee will at all times during the term of this lease have harmless lessor and the leased premises and the improvements thereon from all taxes, assessments, forced contributions and charges provided in paragraph 8 hereinabove to be paid by Lessee,

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and from all liens and penalties in conjuction therewith, and from all public requirements with respect to the construction, reconstruction, maintenance or repair of streets and [ILLEGIBLE] adjacent to the leased premises; and upon written application of Lessor, Lessee shall furnish to Lessor for inspection and such other use as may be proper for the protection of Lessor’s interest in the leased premises, written evidence that any and all of the taxes, assessments, forced contributions and charges hereinabove set forth in Paragraph 8 hereof to be paid by Lessee have been duly satisfied and paid, or otherwise discharged.

     Nothing herein contained, however, shall be construed as preventing or interfering with the contestation by Lessee, at its own expense, of any tax, assessment, forced contribution, charge, lien or claim or any kind in respect to the Leased premises or any building or other improvement, now or hereafter situated thereon, which may be considered by lessee to be unlawful or excessive, and for that purpose leaser may [ILLEGIBLE] or defend, in its own name or in the name of Lessor, an the same any require, but the Lessee shall, if the Lessor in writing required the same, furnish reasonable security for the payment of all liability, counts, and expense at the end of the litigation, and Lessee, so long as the matter shall remain undetermined by final judgment, shall not be considered in default hereunder for the nonpayment thereof; provided, however, that Lessee may not, under the provisions of this paragraph permit the leased premises or any building or other improvement now or hereafter situated thereon to be sold or forfeited, any sale or forfeiture shall be deemed to be a default hereunder.

     11. LESSEE TO COMPLY WITH LAW. During the term hereof Lessee shall conform to and observe all laws, ordinances, rules and regulations of the United States of America, State of Louisiana and the Parish of East Baton Rouge, and all public authorities, boards or offices [ILLEGIBLE] to the leased premises or the improvements upon same, or the use thereof, and will not during said term permit the same to be used for any illegal or immoral purpose, business or occupation; provided that nothing herein contained shall be construed as preventing or interfering with the contestation by Lessee, at its own expense, of

7

any such law or ordinance, and for that purpose Lessee may sue or defend, in its own name or in the name of Lessor, as the case may require, but Lessee shall, if Lessor in writing requires same, furnish to Lessor reasonable security for the payment of all liability, costs and expense at the end of litigation, and Lessee so long as the matter shall remain undetermined by final judgment, shall not be considered in default in the nonobservance thereof.

     12. OBLIGATION OF LESSEE TO DEVELOP LEASED PREMISES. Lessee herby agrees that it will go forward with the renovation and development of the property herein leased for commercial office, retail store, restaurant purposes as soon as practical and lessee further agrees that upon undertaking the construction of any renovation, and development work, and upon completion of same that it will be free of machanics, contractors’, subcontractors’, [ILLEGIBLE] laborers, and other lions or the possibility thereof. Lessee further agrees not to commence construction of any development on said property until such time as Lessee shall have furnished to Lessor certificates of Owners, Landlords and Tenants and construction Liability insurance, with minimum policy limit of $500,000 per occurrence, naming Lessor as an additional insured party at interest. All such certificates shall contain a provision whereby the Lessor shall have entitled to ten (10) days notice of cancellation. Lessor shall have the right to review and approve all plans and specifications prior to the commencement of any such work. Upon submission by Lessee of plans and specifications, Lessor shall have twenty (20) days to notify Lessee of any objection. After the twenty (20) days period has elapsed and Lessee has not been notified in writing of any specific objection. Lessee may unequivocally assume that Lessor has approved the plans and specifications. Lessor’s approval shall not be unreasonably withhold.

     13. LESSEE TO MAINTAIN INSURANCE. Lessee covenants and agrees that Lessee will throughout the term of this lease, at Lessee’s cost and expense maintain the Oweners’, Landlord and Tenants insurance described in Paragraph 12 and will keep all buildings and improvements

8

on the leased premises insured in good and solvent insurance companies, legally authorized to transact business in the State of louisiana, against damage or destruction by fire, or other hazards covered by normal extended insurance coverage, subject to the usual and customary exclusions and limitation, in an amount equal to 80%, or the maximum obtainable, of the insurable value of said buildings and improvements, with the addition of a replacement cost endorsement. However, if insurance coverage is not available in the amount set forth hereinabove, then Leasee covenants and agrees that it will at all times, at its cost and expense, keep all buildings and improvements on the leased promises insured in the maximum amount obtainable. Leasee covenants and agrees that it will not do or omit to do anything which would [ILLEGIBLE] the insurance hereinabove in this paragraph provided for, or which would provent the obtaining thereof. Leasee will carry its policies of insurance with leasor also named as an insured and will furnish Lessor with certificates of insurance upon request for same. All such certificates shall contain a provision whereby the Lessor shall be entitled to ten days notice of cancellation.

     Lessor and Lessee agree that in the event of any loss or damage to the building on the leased premises, or of the contents, improvements, [ILLEGIBLE] or equipment of Lessee located therein, by fire or any other [ILLEGIBLE] which Lessor and Lessee have insured against or have obligated themsolves under this lease to insure against, regardless of the cause thereof, and whether or not the same be caused by the carelesness or negligence of Lessor or Lessee, their respective servants, employees, agents, invitees, visitors or licensees, neither Lessor, Lessee nor their respective insurance carrier shall have any right of subrogation over or against the other, their servants, employees, agents, invitees, [ILLEGIBLE] and licensees, for any such damage or loss so sustained. Neither Lessor nor [ILLEGIBLE] shall be under obligation to pay any amount to the other, its successors or assigns, or to pay any amount to the insurance company insuing the policy of insurance for the amount of insurance of damages even though the loss or damage is caused by the negligence of the other, its agents, servants, invitees, employees,

9.

visitors or licensees. Leasor and leasee shall each cause its respective insurance carrier of carriers to waive rights of subrogation in conformity with the terms of this lease and shall promptly furnish each other with proper endorsements or appropriate evidence with respect thereto.

     14. Lessee TO COMPLY WITH LAWS, ORDINANCES, ETC. IN DEMOLITION OR CONSTRUCTION WORK. In the demolition, excavating for, and construction of any building or buildings, on the premises covered by this lease, and in the removing, rebuilding, repairs, altoring, addition to or extending any party walls and foundations, Lessee will conform to and observe all laws, applicable thereto, and will further protect all buildings on adjacent premises to the extent required by laws, ordinances, building codes, rules and regulations, and at all times will keep leasor and the premises hereby leased indemnified against and discharged of any charge or liability in favor of the owners of such adjacent premises arising out of such operations by Lessee, and will pay and discharged all liability and damages occasioned to any person or persons resulting from such demolition, excavation or construction or from such removing, rebuilding, repairing, altering, addition or extending any such party walls foundations.

     15. Lessee TO HOLD Lessor HARMLESS AGAINST LIENS, JUDGMENT OR ENCUMBRANCES. Lessee will indemnify and hold harmless Lessor from and against the payment of all loss, damages, legal costs and charges, inclusive of counsel fees, by Lessor lawfully and reasonably incurred or expended in or about the prosecution or defense of any suit or other proceeding in the discharging of the lessed premises, or any party thereof, from any lien judgement or encumbrance created, or permitted to be created, by Lessee upon, or against the same or against Lessee’s leasehold estate (except mortgage liens placed on such leasehold estate by Lessee), and also any costs and charges, inclusive of counsel fees, incurred on account of proceedings by Lessor in obtaining [ILLEGIBLE] of the premises covered by this lease after the termination of the lease by [ILLEGIBLE] or otherwise.

10.

     16. LESSEE TO KEEP BUILDING IN REPAIR. Losses shall at all times during the term of this lease, and at its own expense, keep all buildings and improvements situated on the premises covered by this lease, except for the structural components of the roof and the exterior walls, in good order, condition and repair, ordinary wear and tear excepted, and shall at all times save and keep Lessor free and harmless from any and all damages or liability, occasioned by any act or neglect of Lessee, or any agent or employee of Lessee or any tenant or person holding under Lessee, and shall indemnify and save harmless Lessor against and from any loss, costs, damage and expenses arising out of or in connection with the erection of any building or Improvement upon said premises, or out of any accident or injury to any person or damage to property, whomsoever and whatever, due directly or indirectly to the use of said premises, or any part thereof, by Lessee, or any other person or persona holding under Lessee, unless such accident, injury or damage results from the active negligence or willful act of Lesser. For purposes of clarification, attached [ILLEGIBLE] Exhibit D are examples of the type of roof and exterior wall maintenance required by [ILLEGIBLE] and Lessor.

     17. LESSOR MAY PAY TAXES, INSURANCE PREMIUMS, ETC., FOR LESSEE’S ACCOUNT. In case of any default on the part of Lessee in the payment of any taxes, assessments, forced contribution, public charges or premiums on insurance, or the payment of any amount herein provided to be paid (other than amounts payable as rents) or in procuring insurance as herein provided, Lessor say, on behalf of Lessee, make any such payment or payments, or procure any such insurance, and Lessee covenants thereupon to reimburse and pay Lessor any amount reasonably so paid and expended (with interest thereon at the rate of eight (8%) percent per annum from the date of the payment [ILLEGIBLE] made until paid by Lessee) on the date on which the next, installment of rent shall be payable. Any demand for rent or other payment made on lesses, after the same shall have become due and payable, shall have the same force and affect as though made at the time of its becoming due and payable.

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     18. SALE, ASSIGNMENT OR SUBLEASE OF LEASE. So long as Lesses shall not be in default of any of its obligation under this lease agreement, it shall have the full right to sell or assign this lease to any other person, firm or corporation capable of accepting such sale or assignment. No Sale or assignment shall be made of lease than the whole or the lease for the whole unexpired term thereof. The right to sell of assign this lease conveyed herein and the right to sublease the whole of the leased premises is conditioned upon first obtaining approval in writing to such sale, assignment or sublease from Lessor, provided, however, that Leasor may not arbitrartly refse to approve and accept a bona fida purchaser, assignee or subleases of good character and sound financial standing. Leases notwithstanding such sale or assignment, shall remain liable for the payment of the monthly rents and other charges stipulated by this lease for the remainder of the primary term or renewal and the performance and observance of all of the covenants, conditions, and stipulations herein give expressed, and contained on the part and behalf of Lease to be performed and observed. Any purchaser or assignee of Lessee may, subject to the provisions hereof and upon the same terms and conditions, sell or Assign the leasehold, and like subsequent saler or assignments may be made from time to time by any one or any time holding the leasehold.

     Lessee shall have the right to sublease fron time to time and at any time any part of the premisis covered by this lease, provided It is less than (he whole of the leased premlses and/or any part of Che buildings or other improvements thereon to any person, tin or corporation capable of taking such sublease upon such terms, stipulations, and conditions as Lessee any determine. The right of Lessee to sublease a part of the leased preiace and/or buildings located therton la not conditioned on the prior consent or permission of Lessor.

     Any such sole, assignment or sub-lease shsll be made subject to nil of the provisions contained in this loose.

     19. LESSOR TO JOIN IN APPLICATIONS FOR PERMITS, LICENSES, ETC. Lessor agrees that within ten (10) days after the receipt of written request from Lessae it will join in any and all application for

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permits, licenses, zoning classification changes, designation of the property as an historical site, or other authorisations required by any governmental or other body claiming Jurisdiction in connection with any work or repair and/or alternations and changed or direction which Lessee may do hereunder, and will also join in such applications for electric, telephone, gas, water, sewar and other public utilities and facilities as may be reasonably necessary in the operation of the premise covered by this lease or of the buildings and improvements that may eracted thereon.

     20. LESSEE ENTITLED TO SALVAGE. All material and salvage resulting from any repair, Alteration or change shall become and be the property at Lessee without payment of any compensation therefor to Lessor.

     21. RIGHTS OF LESSEE NOT LIMITED BY ENUMERATION. The foregoing and succeeding enumeration of rights of Lessee is not intended in anyway to limit or restrict the rights of Leasee to those listed or enumerated in this lease agreement, but to the contrary it is expressly recognized that Lessee shall have all of the rights and privileges granted to it in any part of this lease or to which it would otherwise be entitled by law if not herein specifically denied.

     22. RICWT OF LESSEE TO MORTGAGE LEASEHOLD. Lessee at any time and from time to time as it any see fit, subject always to the terms and conditions of this lease, in any legal manner, mortgage or otherwise hypothecate its lease hold estate and/or its interest or rights hereunder or any part thereof for a period not extending beyond the term of this lease plus any renewals thereof. Lessee will deliver the leased premises to the Lessor free and clear of all mortgages and encumbrances at the end of the terns of this lease,

     23. EFFECT OF WAIVER OF BREACH. No waiver of any condition or covenant in this instrument contained, or of any breach thersof, shall be taken to constitute a waiver of any subsequent breach. No payment by leasor, in case of default an the part of Lessee in time respect, of any taxes, assesment public charges, or premium of Insurance of the paypant of any amount herein provided to be paid other then rents, or

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in the procuring of insurance as hereinabove provided, shall constitute or be construed as a waiver on condonance by Lessor of the default of Lessee in that respect.

     24. LEASE NOT AFFECTED BY DAMAGE OR DESTRUCTION OF BUILDING. Except as provided below, no damage to or destruction of any buildings or building hereafter located on the premises covered by this lease by natural disaster, fire or other casualty shall be taken to entitle Lessee to surrender possession of the premises covered by this lease, or to terminate this lease, or to have an abatement or any part of the rents, the laws of the State of Louisions to the contrary notwithstandings: and neither party hereto shall be released, by reason of the damages or destruction of any such building or buildings on the premises covered by this lease, from the obligations created or imposed by virtue of this lease.

     However, if the buildings on the leased premises are totally destroyed by a natural disaster or by fire, casualty, or any other cause during the last twelve (12) years of the primary term or the last five (5) years of any renewal term to such an extent that at least seventy (70%) percent of the normally useable floor space is not useable, then Lessee may terminate this lease in lieu of rebuilding the leased premises provided that all mortgages and other encumbrances on the leasehold interest are paid in full, and further provided that the leased premises are leveled and cleared of all debris by Lessee. Should Lessee terminate this lease as permitted by the preceding sentences, all outstanding encumbrances created by Leases shall be first paid out of any insurance available to cover the loss, and the balance, if any, of the available insurance shall then be divided between Lessor and Lesses in the following manner: Lessor shall receive a portion equal to present value of the income stream of the unexpired term of the lease. Leases shall receive the balance of the insurance proceeds.

     25. SERVICES OF NOTICES. All notices, demands and requests which may or are required to be given by either Party to the other shall be in writing. All notices, demands and requests by Lessor to Leases

14.

shall be deemed to have Loan property give if served personally on Leases or if sent by United States certified mail, postage prepaid, addressed to Lesses at 442 Europe Street, Baton Rouge, LA 70802, or at such other place as Lesses may from time to time designate hereafter in a written notice to Lessor. All notices, demands, and requests by Lessee to Lessor shall be deemed to have been properly given, if served personally on an officer of Lessor or if sent by United States certified mail, postage prepaid, addressed to Lessor c/o Rosenthal & Associates, 751 Court Street (P. O. Box 718), Port Allen, LA 70767, or at such other place as Lessor may from time to time hereafter designate in a written notice to Lessee.

     26. EXPROPRIATION OF LEASED PREMISES. In case any part of the premises covered by this lease loss then the whole shall be taken under the power of eminent domain, this lease shall not be terminated, but from and after the date on which Lessee shall have been to deprived of the possession of any part of the premises covered by this lease, the rent thereafter payable under the provisions of this lease shall be reduced in the proportion which the value of the land and improvements so taken bears to the value of the land and improvements subject to this lease.

     In the event that Lessor and Lessee cannot agree upon the amount of such reduction, it shall be fixed by arbitration or by a Court of competent jurisdiction.

     In the event of disagreement, Lessee shall, until the amount of the reduction has been so fixed by arbitration, continue to pay the full amount of rent which would be due under the provisions of this lease in the absence of any taking under the power of eminent domain less an undisputed reduction, subject to retroactive adjustment of such rent back to the date on which Lessee shall have been so deprived of possession to conform to the decision of the arbitrators, and Lessor shall promptly, after the rendition of such decision, refund to Lessee the amount of reduction in rent as determined in such decision of the arbitrators.

15.

     In case the whole of the premises covered by this lease shall be taken under the power of eminent domain, or as a result of a taking of a portion of the property, it renders the property unsuitable for its intended purpose, then Lessee has the option to terminate the lease effective as of the date of the expropriation. If Lessor and Lessee cannot agree whether the property has been rendered “unsuitable for its intended purpose” a determination thereof shall be made by a Court of competent jurisdiction.

     In the event of any taking under the power of eminent domain, Lessor shall be entitled to receive the portion of the award attributable to the present value of the income stream of the unexpired term of the lease of which Lessor has been deprived by said action of eminent domain, Lessee shall be entitled to recover the portion of the award representing its leasehold rights and the fair market value of leasehold improvements. If there is any portion of the award left after payment to the Lessor and Lessee as above mentioned it shall be paid to Lessor.

     If at the time Lessee is entitled to receive any such award, Lessee shall be in default in the observance or performance of any of the covenants in this lease contained, there shall be deducted from the award otherwise payable to Lessee and added to the award to be received by Lessor such amount an may be required to satisfy and cure much default. It is further understood between the parties hereto that should Lessee elect to terminate this lease pursuant to the provisions of this paragraph, then in that even all outstanding Lessee encumbrances shall be first paid out of any expropriation award for the leasehold interest.

     27. DEFAULT CLAUSE. (1) In case default be made by Lessee at any time in the due payment of any installment of rent or in the due payment or any other non payable by Lessee to Lessor under the provisions hereof, and such default shall continue for a period of thirty (30) days after written demand by Lessor, or (2) if default shall be made by Lessee in the due observance and performance of any other covenant, condition, or stipulation herein agreed by Lessee to be by it

16.

observed or performed, and such default shall continue for a period of thirty, (3) days from date of written notice by Lessor to Lessee detailing the particulars of such default and requiring it to make good any such last mentioned default, then and in any such event described in (1) or (2) hereinabove. Lessor at any time thereafter shall have the full right, at its election to enter in, into, and upon the premises covered by this lease and take possession of the same together with all buildings and improvements thereon, and from time of such entry, this lease shall become void and of no effect and Lessor may enter upon, take possession, hold and retain the said premises and all buildings and improvements thereto as of its first or former estate, and this lease shall be forfeited to Lessor, and Lessor may bring suit for and collect all the rents, taxes, assessments, charges, liens, penalties and damages including damages to Lessor by reason of such breach or default on the part of Lessee which shall have accrued up to the time of such entry, and Lessor may, if it elects so to do, bring suit to collect all such rents, taxes, assessments, charges, liens, penalties and damages in the event of any default as aforesaid without voiding this leasee: provided, however, that any mortgagee of any leasehold internet under this lease, who Lessor has agreed to notify in case of default, may avoid forfeiture of this lease as herein provided by satisfying and curing, within a period of thirty (3) days, as the case may be, after written demand upon it by Lessor, the default consequent whereon such right of forfeiture shall accrue. All things so done and performed by such a mortgagee to cure a default by Lease shall be effective to prevent a forfeiture of the rights of Lessee under this lease as the same would have been if done and performed by Lessee instead of a mortgagee.

     If Lessor considers that Lessee has failed to comply with one or more of its obligations hereunder, either expressed or implied, and whether the alleged breach be either active or passive, and Lessor undertaken to give Lessee written notice of default as provided for herein, Lessor shall in said written notice set out specifically in what respects Lessor claims Lessee has breached this lease. If within

17.

thirty (30) days days, as the case may be, after receipt of such notice Lessee shall Meet or commence to meet the breaches alleged by Lessor. Lesses shall not be deemed in default hereunder. Tho service of written notice with itmized and particularized allegations of breach, and the lapse of thirty (30) days. at the case may be, without Lessee’s meeting or commencing to meet the alleged breaches shall be a condition precedent to any action, be it legal or otherwise by Lessor on this lease.

     28. LESSOR TO HAVE TITLE TO BUILDINGS AT TERMINATION. Upon the termination of this lease by forfeit or lapse of time or for any cause whatsoever (except for failure of Lessor’s title) Leesse will at once surrender the above described premises, together with all buildings and Improvements thereon but excluding any trade fixtures. furniture, furnishings, leasehold Improvement not permanently attached and other Movable property, and all the buildings and improvements then standing upon said premises shall belong to Lessor, and no compensation shall be allowed or paid therefor. Leasse shall have thirty (30) days after termination to remove movable property as above set forth.

     29. REMOVAL OF TRACKAGE. Lessor will not object to removal or all or a portion of any roilroad trackage serving the property whether on the lessed premises on adjacent, public streets, or elsewhere.

     30. USE OF SINGULAR OR PLURAL, MASCULINE, FEMININE OR NEUTER GENDER. Any word herein importing the singular number shall at well include the plural, and any pronoun Importing gender shall as well include the masculine, Feminine or neuter gender.

     31. PURPOSE OF ARTICLE CAPTIONS. It is agreed that the article captions contained in this instrument are inserted meraly for the purpose of convenience in reference, and that such article captions shall be in no way construed as forming part of this lease or in any way limiting or qualifying the provisions hereof.

     THUS DONE AND PASSED on the day, Month and year hereinafter net forth, in the City of Hew Orleans, Louisiana, and in the City of Baton Rouge respectively in the presence of the undersigned competent

Witnesses residing in said Cities, and in the presence of the undersigned Notaries Public, after due reading of the whole.

WITNESSES:	COHN-COTTLIES REALTY COMPANY, INC.
/s/ [ILLEGIBLE]	By:	/s/ Dr. Isidore Cohn, Jr.,
		Dr. Isidore Cohn, Jr., President
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]	CATFISH TOWN PROPERTIES, A Louisiana
	Partnership in [ILLEGIBLE]
/s/ [ILLEGIBLE]	By:	/s/ Richard J. Dodson
		Richard J. Dodson, General Partner

19.

STATE OF LOUISIANA

PARISH OF ORLEANS

     BEFORE ME, the undersigned Notary Public, on this day personally came and appeared: [ILLEGIBLE] who, being by me duly sworn, stated under oath that she was one of the subscribing witnesses to the foregoing instrument and that the same was signed by LESSOR, COHN-COTTLIES REALTY COMPANY, by its President, Dr. Islidore Cohn, Jr. in the presence and in the presence of the other subscribing witness.

[ILLEGIBLE]

     SWORN TO AND SUBSCRIBED before me, Notary Public, on this 26^th day of April, 1982 at New Orleans, Louisiana.

[ILLEGIBLE]

Notary Public

20.

STATE OF LOUISIANA

PARISH OF WEST BATON ROUGE

BEFORE ME, the undersigned Notary Public, on this day personally came and appeared: [ILLEGIBLE],who, being by me duly sworn, stated under oath that he was one of the subscribing witnesses to the foregoing instrument and that the same was signed by LESSEE, CATFISH TOWN PROPERTIES, A Louisiana partnership in [ILLEGIBLE] by its general partner Richard J. Dodson, in his presence and in the presence of the subscribing witness.

/s/ [ILLEGIBLE]

[ILLEGIBLE]

     SWORN TO AND SUBSCRIBED before me, Notary Public, on this 26^th day of April, 1982, at [ILLEGIBLE], Louisiana.

/s/ [ILLEGIBLE]

Notary Public

21.

EX-10.9(A)

Exhibit 10.9(a)

		Maritime one building
AMENDMENT OF LEASE		UNITED STATES OF AMERICA
LESSORS:	ELISE C. ROSENTHAL,
	ROBERT M. ROSENTHAL,
	RUTH ROSENTHAL SILBE
	ISIDORE COHN, JR., M.D.,	STATE OF LOUISIANA
	IAN COHN, LAUREN COHN
	FOUROS and MARIANNE
	W. COHN
LESSEE:	JAZZ ENTERPRISES, INC.	PARISH OF EAST BATON ROUGE

     This Amendment of Lease, effective September 1, 1993, is by and among:

ELISE C. ROSENTHAL, ROBERT M. ROSENTHAL, RUTH ROSENTHAL BELLBE, ISIDORE COHN, JR., M.D., IAN COHN, LAUREN COHN FOUROS and MARIANNE W. COHN (hereinafter called “LESSORS”) ; and

JAZZ ENTERPRISES, INC., a Louisiana corporation, domioiled in the parish of East baton Rouge herein represented by its duly authorized and empowered vice President, Mark A, Bradley, hereunto duly authorized by resolution adopted by the Board of Directors of such corporation, a certified copy of which is attached hereto and made a part hereof (hereinafter called “LESSEE”).

     WHEREAS , Cohn-cottlieb realty Company, Inc., a Louisiana corporation, the predecessor of the LESSORS set forth above, entered, into a Lease, dated April 26, 1982, between Cohn-Gottlieb Realty Company, Inc. as Lessor, and Catfish Town Prosperties, a Louisiana Partnership in Commendam, as Lessee, affecting Lots 1 and 2, Square 4-S, Beauregard Town, Parish of East Baton Rouge, Louisiana and all improvements located thereon, which said Lease

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was recorded on April 28, 1982 as Original 35, Bundle 9493 with the Cleark of Court and Ex-Officio Register of Conveyances of the Parish; and

     WHEREAS, the present owners of the leased premises and the assignees of the original lessor are Elise C. Rosenthal, Robert M. Rosenthal, Ruth Rosenthal Bilbe, Isidore Cohn, Jr., M.D., Ian Cohn, Lauren Cohn Fouros and Marianne W. Cohn, who acquired such premises and rights under the Lease by that certain Conveyance of Property in Final Liquidation of Cohn-Gottlieb Realty Company, Inc., passed on May 16, 1982, before Moise W. Dennery, Notary public in Louisana; and

     WHERAS, Jazz Enterprises, Inc. Became the tenant under the Lease by virtue of an Assignment of Leases, dated as of September 8^th, 1993 and

WHEREAS, LESSOR and LESSEE have agreed to modify the terms of the Lease as provided herein.
NOW, THEREFORE, the parties hereto hereby enter into this Amendment of Lease to modify in part the terms and conditions of the Lease, as follows:

     1. Paragraphs 5 (a) and 5(b) of the Lease be and are hereby amended in their entirety as follows:

“5. (a) Leassee shall beginning on September 1, 1993 and until August 1, 1998, pay to the Lessor or Lessor’s agent at Rosenthal & Associates, 500 Laurel Street, Baton Rouge, Louisiana, or at such other place as Lessor may, from time to time, in writing designata, the base annual rental of $61, 892.86, cash, per year, payable in advance in equal monthly

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installments of $5, 157.74 each, commencing on September 1, 1993 and on the first day of each month thereafter to and including July 1, 1998¹.”

“5. (b) There shall be a reevaluation and increase of the basic annual rent due hereunder as of August 1 of each 5^th year following August, 1, 1993 (“Base date”). The first amended reavalution and increase of the basic annual rental due hereunder shall be as of August 1, 1998 five years after the base Date and threrafter a reevaluation and increases shall be as of August 1 of each fifth year thereafter, all as set forth on Exhibit c attached hereto. This reevaluation and increase shall be based on the Consumer price Index (“CPI”), which is the average of “all terms” shown on the “U.S. City averaghe for urban wage earners and clarical workers (including single workers) all items, group , subgoups, and special groups of items” as promulgated by the Bureau of the Labor statistics of the United States Department of Labor. For the period from August 1, 1998 until August 1, 2003 and for each five-year period therafter, LEASSEE shall pay LESSOR, in additionto the basic annual rent for the preceding five-year period, an amount equal to the basic annual rent for the preceding five-year period multiplied by the parcentage of increase by which the CPI for the month of May immediately preceding the beginning of each fifth calander year exceeds the CPI for the month of May immediately preceding the commencement date of the preceding five-year period (the “Additional Rent for the Subject five-year Period”), provided that in no event shall the adjusted basic annual rent for a new five-year period exceed 125% of the basic annual rent for the preceding five-year period. Accordingly, from and after August 1, 1998, the basic annual rent due for each five-year period shall be the sum of the basic annual rent for the prceding five-year period plus the Additional Rent for the Subject five-year peiod. If the May CPI is not available as of the beginning of any five-year period, LESSEE shall in good faith estimate the CPI and pay rental based on that estimate until the CPI is available, at wich time the rental for the remainder of that five-year period shall be permanently adjusted and any differences in amounts paid based of the estimated CPI shall be promptly paid by LESSEE or refunded by LESSOR. No change in the CPI shall reduce the basic annual rent for a new five-year period below the basic annual rent for the preceding

For purpose of applying the provisions of paragraph 5(a) above, the period September 1, 1993 to August 1, 1998 shall be considered a five-year period.

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five-year period. In the event that the Bureau of Labor Statistics shall change the base period (now 1982-84) and commence a new series of index numbers after this Lease commence, then the new index number may be used provided the index number for the month prior to the commencement date of this Lease is adjusted to reflect its true relationship with the index numbers under the new base period. For example, if the Bureau of Labor Statistics would have determined to change the base year and commance a new series of index numbers starting at 100 when the consumer price index under the 1982-84 base year reaches 300, then the true relationship between the old index numbers and the new index numbers would be that the old series must be divided by three (3) in order to be used in the same computaion with the new index numbers.

In the event that the CPI (or successor of substitute index) is not available, a reliable governmental or other non-partisan publication evaluating the information theretofore used in determining the CPI shall be used in lieu of such CPI.”

     2. Paragraph 27 of the Lease be and is hereby amended to the affect that :

“a —

Any demand or notice which is required to be given LESSEE under this paragraph 27, must also be given to the guarantor of this Lease, as amended, and to any mortgagee of LESSEE’S interests under the Leases, as amended, and the guarantor as well as any such mortgagee shall also have the right to Cure any default hereunder within the same grace period set forth in this paragraph 27. LESSOR acknowledges that as of the date of this Amendment of Leases, Argosy Gaming Company, whose address is 219 Piasa Street, Alton, Illinois 62002-6232 is ghe guarantor of the lease, as amended, Upon receipt of notice from Lease, that it has mortgaged its interests under the Lease, as amended, in which the name and mailing address (with a municipal street number) of the morgagee is set forth, LESSOR shall be bound to give notice or make demand on such mortgagee.

b —

If the guarantor of this Lease, as amended, or a mortgagee of LESSEE’S interests hereunder shall acquire through voluntary conveyance or

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foreclosure, LESSEE’S rights hereunder, so long as there is no default hereunder, the successor in interest of LESSEE’S rights hereunder shll be recognized by LESSOR as the LESSEE under the Lessee, as amended, for the remainder of the term hereof and any extension thereof, subject to the same provisions and conditions hereof, and as such, the successor in interest shall there upon become entitled to all of the rights and benefits of the LESSEE hereunder, subject of course to the obligations, liabilities, convenients and agreements of the LESSEE. Upon request, LESSOR shall execute an instrument in appropriate recordable form to give affect to the rights of the successor in interest hereunder, provided that the execution of such instrument shall not be a condition to the exercise of the rights the rights of such successor in interest.”

     3.    in all other respects, the provisions of the Leases, as amended hereby, shall remain in full force and effect.

     4.    This amendment of Lease may be executed in two or more counterparts.

     Executed on the dates and places indicated below before the undersigned competant witneesses.

WITNESSES:
	Elise C. Rosenthal
	Elise C. Rosenthal
	Date: September 8, 1993
Anna Maria Febean	Saton Rouge, Louisiana
	Robert M. Rosenthal
	Date: 7 September 93
	Saton Rouge, Louisiana

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EX-10.9(B)

Exhibit 10.9(b)

ACT OF SALE AND ASSIGNMENT OF LEASES	*	UNITED STATES OF AMERICA
	*	ORIG 498 BNDL 10436
	*
BY:      DAG MANAGEMENT, INC.	*	STATE OF TEXAS
	*
TO :      JAZZ ENTERPRISES, INC.	*	COUNTY OF HARRIS

     BE IT KNOWN, that on this 2^nd day of September, 1993;

     BEFORE ME, the undersigned Notary Public, duly commissioned and qualified, in and for the County and State aforesaid, and in the presence of the witnesses hereinafter named and undersigned:

     PERSONALLY CAME AND APPEARED:

DAG MANAGEMENT, INC., a Colorado corporation (Tax Payer Identification No. 84-0835089), having its principal place of business at 633 Seventeenth Street, Suite 1600 - North Tower, Denver, Colorado 80202 (hereinafter “Seller”) (which corporation was formerly known as FIMSA, Inc., having changed its name to DAG Management, Inc. as reflected in that Certificate of Amendment dated June 30, 1992, issued for change of corporate name by the State of Colorado), represented herein by and through Nathan E. Baker, its Vice President, duly authorized pursuant to a resolution of the Board of Directors, a certified copy of which is annexed hereto as Exhibit “A”;

UNITED STATES OF AMERICA

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

     BE IT KNOWN, that on this 8^th day of September, 1993;

     BEFORE HE, the undersigned Notary Public, duly commissioned and qualified, in and for the Parish and State aforesaid, and in the presence of the witnesses hereinafter named and undersigned:

     PERSONALLY CAME AND APPEARED

JAZZ Enterprises, Inc., a Louisiana corporation, (Tax Payer identification number is 72-1214771 having its principal place of business at 100 France Street, Baton Rouge, Louisiana 70802 (hereinafter “Purchaser”), represented herein by Mark R. Bradley, its Vice President, duly authorized pursuant to a resolution of the Board of Directors, a certified copy of which is annexed hereto as Exhibit “B”;

1

who declared that Seller does by these presents, grant, bargain, sell, convey, transfer, assign, set over, abandon and deliver, with no warranty whatsoever, not even for the return of the purchase price, except for Seller’s own acts and deeds with respect to the title, but with full substitution and subrogation in and to all the rights and actions of warranty which it has or may have against all preceding owners and vendors unto Purchaser here present, accepting and purchasing for itself, its heirs and assigns, and acknowledging due delivery and possession thereof, all and singular of the land (the “Land”), and the right, title and interest of Seller in and to the leases (the “Leases”) described on Exhibit “C” hereunto, together with the buildings and improvements situated on the Land and all fixtures and other property owned by Seller attached thereto (collectively, the “Property”). The Purchaser acknowledges the possession and delivery of the Property and assumes and binds itself to perform all of the terms, conditions and obligations of the lessee under each of the Leases to the same extent as though Purchaser had executed the Leases as lessee thereunder.

     TO HAVE AND TO HOLD THE ABOVE DESCRIBED PROPERTY UNTO PURCHASER, ITS SUCCESSORS AND ASSIGNS FOREVER.

     This sale and assignment is made and accepted for and in consideration of the price and sum of EIGHT HUNDRED AND FIFTY-TWO THOUSAND AND NO/100 DOLLARS ($852,000.00) cash, which Purchaser has well and truly paid to Seller, who hereby acknowledges the sufficiency and receipt thereof and grants Purchaser full acquittance and discharge thereof.

     This sale and assignment is made without any warranty whatsoever, and Purchaser hereby acknowledges and confirms as follows:

     1. The sale, transfer, and conveyance in this Act of Sale and Assignment of Leases “Act of Sale”) of all of Seller’s right, title and interest in the Property is made without any warranty of any nature, kind, or character whatsoever, either express or implied, including, without limitation any warranty as to (i) title to the property, except for Seller’s own acts and deeds with

2

respect to the title, (ii) the zoning of the Property, (iii) the condition of the Property, (iv) peaceable possession of the Property, (v) the Property’s freedom from either latent or apparent defects, (vi) the Property’s fitness for any particular use or purpose, (vii) vices or defects in the Property, including all improvements located thereon, (viii) the Property’s income potential or operating expenses, (ix) environmental matters of any kind or nature whatsoever relating to the Property, and (x) any other matter or matters relating to the Property.

     2. As a material and integral consideration for the execution of this Act of Sale by Seller, Purchaser waives and releases Seller from any and all claims and causes of action that Purchaser may have or hereafter may be otherwise entitled to, based on (i) title to the Property, except for Seller’s own acts and deeds with respect to title, (ii) the zoning or the Property, (iii) the condition of the Property (iv) peaceable possession of the Property, (v) the Property’s freedom from either latent or apparent defects, (vi) the Property’s fitness for any particular use or purpose, (vii) vices or defects in the Property, including all improvements located thereon, (viii) the Property’s income potential or operating expenses, (ix) environmental matters of any kind or nature whatsoever relating to the Property, and (x) any other matter or matters relating to the Property whether in the nature of redhibition, reduction or return of the purchase price, concealment, or any other theory of law. Purchaser further assumes the risk as to all vices and defects in the Property, including all improvements located thereon, whether those vices or defects are latent or not discoverable upon simple inspection, and including those vices or defects, knowledge of which would have deterred Purchaser from making the purchase.

     3. Purchaser (a) has had ample opportunity to fully inspect the Property, (b) has inspected the Property to the extent Purchaser desired, (c) is purchasing the Property in its present condition, (d) agreed to purchase the Property subject to any physical encroachments on the Property or any physical

3

encroachments by improvements located on the Property onto adjacent property, and (e) to the fullest extent permitted by law waived and relinquished, and does hereby waive and relinquish, any and all rights to void the sale, to damages, or for a reduction or return of the purchase price on account of some latent or apparent vice or defect in the Property.

     4. The above terms and conditions have been fully explained to Purchaser, that Purchaser understands that Purchaser’s execution of this Act of Sale on such terms and conditions as are hereinabove set forth constitutes a full and complete waiver and release of Purchaser’s right to cancel, rescind, or void this Act of Sale in whole or in part, or to damages on grounds of redhibition or quantiminoris under Article 2520, et. seq., of the Louisiana Civil Code or under any other theory of law, for any reason whatsoever having to do with the title, condition, zoning, repair, nature, fitness for a particular purpose, peaceable possession, or quality of the Property, any vice or defect of the Property, or any other matter relating to the Property, now or in the future. In addition, Purchaser hereby waives the warranty imposed by Louisiana Civil Code Article 2476.

     5. Purchaser acknowledges that a portion of the Property which it is acquiring constitutes leasehold interests and, accordingly, Purchaser assumes and binds itself to the faithful performance of all the terms and conditions imposed on lessee under the ground leases creating said estates.

     All taxes due and eligible through and inclusive of the year 1992 are paid. Taxes for the current year have been prorated between Seller and Purchaser contemporaneously herewith, Purchaser assuming payment when due.

4

     THUS DONE AND PASSED, in my office at Houston, Texas, on the day, month and year herein first above written, in the presence of the two undersigned competent witnesses, who hereunto sign their names with the said appearer and me, Notary, after reading of the whole.

WITNESSES:	DAG MANAGEMENT, INC.
/s/ Luise M. Perganda	BY:	/s/ Nathan E. Baker
		Nathan E. Baker
	Its:	Vice President
/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]
  Notary Public
My commission expires:                     

     THUS DONE AND PASSED, in my office at East Baton Rouge Parish, Baton Rouge, Louisiana, on the day, month and year herein first above written, in the presence of the two undersigned competent witnesses, who hereunto sign their names with the said appearer and me, Notary, after reading of the whole.

WITNESSES:	JAZZ ENTERPRISES, INC.
/s/ [ILLEGIBLE]	BY:	/s/ Mark R. Bradley
		Mark R. Bradley
	Its:	Vice President
/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]
Notary Public
My commission expires at death.

5

EXHIBIT “A”

AUTHORIZING RESOLUTION

DAG MANAGEMENT. INC.

     I, Luise M. Pergande, Assistant Secretary of DAG Management, Inc., a Colorado corporation (“Corporation”), hereby certify that the following resolution was adopted by Unanimous Written Consent of the Board of Directors of FIMSA, Inc., now known as DAG Management, to Action taken in Lieu of Meeting as of June 9, 1986, and that such resolution remains in force as of the date hereof:

RESOLVED, That either the chairman of the board, the president, any vice president, or the treasurer of the corporation, acting alone, with or without the seal of this Corporation, may

(a)	sign checks, drafts, notes, bills of exchange and orders for the payment or transfer of funds;
(b)	authorize the sale, and execute endorsements, assignments, transfers, stock powers, or other instruments of transfer, of stocks, bonds, and other securities and to endorse notes or other negotiable instruments, standing in the name of or owned by this Corporation; and
(c)	execute contracts, deeds, mortgages, pledge agreements, leases, and all other kinds of written instruments.

RESOLVED, FURTHER, That any of the above-described actions heretofore taken by any officer of this Corporation be, and hereby are, ratified, confirmed and approved.

DATED: September 2, 1993

/s/ Luise M. Pergande Luise M. Pergande

Assistant Secretary

Page 1 of 2 of Exhibit “A”

EXHIBIT “A”

OFFICER’S CERTIFICATE

DAG MANAGEMENT, INC.

     I, Luise M. Pergande, Assistant Secretary of DAG Management, Inc., a Colorado corporation (“Corporation”), hereby certify as follows:

That the Corporation is qualified to do business in the States of Texas and Louisiana;

Nathan E. Baker is a duly elected Vice President of the Corporation; and

That, pursuant to the Charter and Bylaws of the Corporation and resolutions duly adopted by the Board of Directors, Nathan E. Baker is authorized to execute contracts, deeds, mortgages, pledge agreements, assignments, leases and all other kinds of written documents, as Vice President, on behalf of the Corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and the seal of this Corporation this 2nd day of September, 1993.

By:	/s/ Luise M. Pergande
	Luise M. Pergande
	Assistant Secretary

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

     This instrument was acknowledged before me on this 2nd day of September, 1993, by Luise M. Pergande, Assistant Secretary of DAG Management, Inc., a Colorado corporation, on behalf of said corporation.

	/s/ [ILLEGIBLE]
	Notary Public in and for the State of Texas

Page 2 of 2 of Exhibit “A”

EXHIBIT C

TRACT I

Six certain lots or parcels of ground, together with all buildings and improvements thereon, situated in that part of the City of Baton Rouge known as Beauregard Town and designated on the plan thereof as LOTS 9 and 10 of SQUARE 10, and LOTS 1, 2, 3 and 4 of SQUARE 11 SOUTH, less and except that portion of lot 4, square 11 South, sold to the State of Louisiana by Act of Sale dated February 27, 1961, and recorded as original 17 of Bundle 4839 of the official records of East Baton Rouge Parish, Louisiana.

TRACT II

All of the right, title and interest of DAG Management, Inc., as assignee of the lessee’s interest, in the following described Contracts of Lease:

A. Lease dated April 26, 1982, recorded on April 28, 1982, as original 35 of Bundle 9493 in the records of the Clerk and Recorder of East Baton Rouge Parish, Louisiana, executed by Cohn-Gottlieb Realty Company, Inc., as lessor, to Catfish Town Properties, as lessee, covering Lots 1 and 2 of Square 4 South, Beauregard Town, Baton Rouge, Louisiana; and

B. Lease dated May 21, 1982, recorded on June 1, 1982, as original 810 of Bundle 9499 in the office of the Clerk and Recorder of East Baton Rouge Parish, Louisiana , executed by Cohn Realty, Inc. , as Lessor , or Catfish Town Properties, as lessee, covering Lots 9 and 10 of Square 9, Besuregard Town, Baton Rouge, Louisiana.

TRACT III-A

The perpetual right of use and occupancy in and to 12 tracts or parcels of land in the City of Baton Rouge, Louisiana, core fully described as:

1. Begin at the northwest corner of Lot 1, Square 4–5, Beauregard Town, and proceed 15 feet in a northerly direction along the east right-of-way of Front Street to a point and corner; theace proceed in an easterly direction & distance of 128 feet parallel to the north property lines of Lots 1 and 2. Square 4–5, Beauregard Town, to the right-of-way of St. James street projected, for point and corner: thence proceed in a southerly direction 15 feet to the northeast corner of Lot 2, Square 4–5 , Beauregard Town for point and corner: thence proceed in a vesterly direction along the north property lines of Lots 2 and 1, Square 4–5, a distance of 128 feet, to the point of beginning.

Page 1 of 4
(Exhibit C)

2. Begin at the northwest corner of Lot 1. Square 11-5, Beauregard Town, and proceed in a northerly direction along the East right-of-way line of St. James Street, projected, I distance of 6 feet to a point and corner: chance proceed in an easterly direction 1 distance of 118 feet along a line parallel to the north property lines of lots 1,2,3 and 4 square 11-5. Beauregard Town, to a point which is 6 feet north of the north property line of Lot 4, Square 11-5. Beauregard Town; chance proceed 6 feet in a southeasterly direction to a point which is 6.62 feet west of the northeast corner of Lot 4; thence proceed in a westerly direction along the north property lines of Lot 4, a distance of 249.12 feet, to the point of beginning.

3. Begin at the southwest corner of Lac 1. Square 11-5, Beauregard Town, and proceed 15 feet in southerly direction along the right-of-way of St. James Street to a point and corner; thence proceed 256 feet in an easterly direction along a line parallel to the south property lines of Lots 1,2,3 and 4. Square 11-5, Beauregard Town, to the right-of-way line of St. Philip Street for a point and corner: chance proceed in a northerly direction along the west right-of-way line of St. Philip Street a distance of 15 feet to the southeast corner of Lot 4, Square 11-5. Beauregard Town, for point and corner; chance proceed in a westerly direction along the south property lines of lots 1,2,3 and 4. Square 11-5, a distance of 256 feet to the point of beginning.

4. Begin it the southwest corner of Lot 1, Square 4-5, Beauregard Town, and proceed 15 feet in a southerly direction along the right-of-way line of Front street to a point a corner: chance proceed 128 feet in an easterly direction along a line parallel to the south property lines of Lot 1 and 2, Square 4-5. Beauregard Town, to the right-of-way line of St. James Street for point and corner: chance proceed in a northerly direction a distance of 15 feet to the southeast corner of Lot 2. Square 4-5, Beauregard Town, for point and corner: chance proceeds in a westerly direction along the south property lines of Lots 1 and 2. Square 4-5, Beauregard Town, to the point of beginning.

5. Begin at the northwest corner of Lot 1. Square 10. Beauregard Town, and proceed 8/10 of one foot in a westerly direction along the right-of-way of France Street to a point and corner: chance proceed in a southerly direction a distance of 128 feet along a line parallel to the west property lines of lots 1 and 2. Square 10. Beauregard Town, to a point and corner: chance proceed in an easterly direction 8/10 of one foot to the southwest corner of Lot 2. Square 10. Beauregard Town: chance proceed in a northerly direction 128 feet along the west property lines of Lots 1 and 2. Square 10. Beauregard Town, to the point of beginning.

Page 2 of 4
(Exhibit C)

6. Begin at the southeast corner of Lot 2. Square (ILLEGIBLE) Beaurasard Town. and proceed in a southerly direction along the extension of the right-of-way of St. James Street a distance of 15 feet to a point and corner: thence proceed in an easterly direction a distance of 53 1/3 feet to a point and corner: thence proceed in a northerly directional distance of 15 feet to the Southwest corner of Lot 1 Square 11-5, Beauresard Town, for point; thence continue in a northerly direction a distance of 112.67 feet along the east right-of-way of St. James Street projected, to a point and corner; thence proceed in a westerly direction a distance of 53 1/3 feet parallel to the south right-of-way of Old Government Street to a point and corner; thence proceed in a southerly direction along the west right-of-way of St. James Street. projected, a distance of 112.67 feet, to the point of beginning.

7. All of St. James Street bounded on the North by the South right-of-way of France Street. on the South by the North right-of-way of South Boulevard, on the East by square 8, Square 9 and Square 10 of Beaurasard Town and Mayflower and Europe Streets. and on the West by Square 5. Square 6 and Square 7 of Beaurasard Town and Mayflower. and the western (revoked) portion of Europe Street.
8. All of Europe Street from the East right-of-way line of St. James Street to the West right-of-way line St. Philip Street.

9. Mayflovar (formerly Asia) Street from the East right-of-way line of Front Street to the West right-of-way line of St. James Street.

10. Mayflower (Formerly Asia) Street. From the intersection of the East right-of-way line of St. James Street and the South line of Mayflower Street. for the point of beginning; thence easterly along the South right-of-way line of Mayflower Street for a distance of 25 feet; thence in a northerly direction a distance of 53.41 feet to the North right-of-way line of Mayflower Street. for point and corner; thence in a westerly direction along the North right-of-way line of Mayflower Street (ILLEGIBLE) feet to point and corner, being the intersection of the East right-of-way line of St. James Street and Mayflower Street; thence in a southerly direction a distance of 53.33 feet. to the point of beginning.

11. The eastern 33.3 feet of Front or Hatchaz Street, bounded on the South by the North right-of-way line of South Boulevard and on the (ILLEGIBLE) by a line beginning 38.33 feet North of the intersection of the South right-of-way line of France Street and East right-of-way of Front of Hatchez Street and extending in a westerly direction into the right-of-way of Front or Hatchez Street a distance of 33.3 feet. and bounded on the East by Squares 5. 6 and 7 and Mayflower and Frances Streets, and on the West by the western 20 feet of Front or Hatchez Street.

Page 3 of 4
(Exhibit C)

12. The South 38.33 feet of France Street, from the East right-of-way line of front or [ILLEGIBLE] Street to the West right-of-way line of St. [ILLEGIBLE] Street, and being bounded on the South by Lot 1 of Square 5 and Lots 1 and 10 of square 10 of [ILLEGIBLE] Town, and on the North by the northern 15 feet of France Street; it being understood that this servitude as to France Street and Front or [ILLEGIBLE] Street shall be subject to the condition that the said affected area of France Street and of Front or [ILLEGIBLE] Street shall remain open to the public for [ILLEGIBLE] and vehicular traffic.

The predial servitude establishing such right of use and occupancy runs in favor of Tracts I and II, above, as well as in favor of any other lots or portions thereof previously owned or leased by Allied Bank of Texas, as successor to Catfish Town Properties (A Louisiana Partnership in Commendam) and Catfish Town II (A Louisiana Partnership in Commendam) situated in Squares 4-S, 5, 6, 7, 8, 9, 10, and 11-S, east of Front or Natchez Street, of that portion of Beauregard Town commonly known as Catfish Town.

Tract IV

A certain parcel of land located in the southeast corner of Lot 2, Square 10 Beauregard Town, Baton Rouge, Louisiana, being designated as “Lot 2 Chiller Property” as shown on a “Map of Lot 2 Square 10 Beauregard Town” by M. Gregory Breaux, P.L.S., dated February 11, 1993, attached to that certain Act of Exchange, recorded on March 24, 1993 as Original 743 of Bundle 10388 in the records of the Clerk and Recorder of East Baton Rouge Parish, Louisiana executed by DAG Management, Inc. and NAB Asset Corporation, and being more particularly described as follows:

Commence at the intersection of the southerly right-of-way line of France Street and the westerly right-of-way line of St. Phillip Street marked by a “+” in concrete; thence, proceed [ILLEGIBLE] 59 46' 30" W 128 feet along the southerly right-of-way line of France Street to a nail in asphalt marking the northeast corner of Lot 1; thence, proceed S 0 00' 00" E 107.08 feet along the common line between Lots 1 and 2 and Lots 9 and 10 to an iron pipe being the Point of Beginning; thence, proceed S 0 00' 00" E 20.92 feet along the common line between Lots 2 and 9 to the southeast corner of Lot 2; thence, proceed N 89 46' 30" W 32.12 feet along the common line between Lots 2 and 3; thence, proceed N 0 18' 31" E 20.94 feet to an iron pipe; thence, proceed S 89 44' 18" E 32.00 feet to an iron pipe being the Point of Beginning, said parcel containing 671 Sq. Ft.

Tracts I, II, III and IV being the same property acquired by CAG Management, Inc. by act recorded on May 29, 1990, as original 190, Bundle 10153, in the records of the Clerk of Court of East Baton Rouge Parish, Louisiana, and by Act of Exchange recorded on March 24, 1993 as Original 743, Bundle 10388 of the aforesaid records.

Page 4 of 4
(Exhibit C)

 

	498
GRIG 408 RHCL 10436
FILED AND RECORDED
EAST BATON ROUGE PARISH, LA.
1993 SEPT 08 PM 04:18:25
FIL BK FOLIO
DOUG WELBORN
CLERK OF COURT & RECORDER
CERTIFIED TRUE COPY
BY
DEPUTY CLERK & RECORDER

EX-10.10

Exhibit 10.10

AMENDED AND RESTATED

LEASE AGREEMENT

     This Amended and Restated Lease Agreement is entered into and made as of the 20th day of January, 1995, between GREENVILLE MARINE CORPORATION with its principal place of business at P.O. Box 539, Greenville, Washington County, Mississippi (hereinafter referred to as “Lessor”), and RAINBOW ENTERTAINMENT, INC., doing business at 1231 South Main, Greenville, Mississippi (hereinafter referred to as “Lessee”). The parties hereby agree as follows:

RECITALS

     WHEREAS, Lessor is the owner of that certain parcel of real property described below and Lessor desires to lease the property to Lessee for the development and use of property as a casino and gaming facility, with possible development of a hotel, motel, restaurant and/or related facilities;

     WHEREAS, Lessee desires to develop and construct a casino and gaming facility, with possible development of a hotel, motel, restaurant and related facilities as an amenity to commercial developments in and about the area of Lessor’s property; and

     WHEREAS, the parties entered into a Lease Agreement dated April 27, 1993, as amended by a Lease Amendment dated August 25, 1993 and a Second Lease Amendment dated July 12 and 15, 1994 (the “Second Lease Amendment”), which the parties desire to amend and restate in its entirety.

     Section 1. Description of Property.

     Lessor hereby leases to Lessee the Premises owned by Lessor legally described on Exhibit A hereto, consisting of certain existing buildings and site improvements, hereinafter referred to as “the Premises.” A plat and site plan of the Premises is attached hereto as Exhibit A and incorporated herein by reference. There is excepted from this Lease that certain parcel of said property shaded in yellow on the attached plat and described in note 1 of said plat. Such parcel is excepted from this Lease and Lessor agrees during the term of this Lease not to lease or let said property to any other person, firm or corporation.

Section 2. Purpose.

     2.1. Lessee shall use the Premises for the purposes of developing, constructing and operating a gaming and casino riverboat or barge facility including parking and related improvements. Lessee may also develop, construct and operate one

or more of the following on the Premises in its discretion: hotel, motel, restaurant, business office, and entertainment facilities for performing arts and music.

          2.2. Lessee shall have the sole and absolute discretion to determine the design, materials, method of construction, location and all other matters with respect to development of the Premises, construction of new improvements and renovation of existing improvements; provided that Lessee shall keep the Lessor’s interest in the Premises free of mechanic’s liens and shall materially comply with all applicable laws, statutes and regulations.

     Section 3. Lease Term.

     The initial term of this Lease shall be for a period of five (5) years commencing July 1, 1994, through June 30, 1999. Additionally, Lessee may renew this Lease for nine (9) additional periods of five (5) years each by giving Lessor written notice of renewal at least twelve (12) months prior to expiration of the initial or any renewal term.

     Section 4. Rental.

          4.1. The monthly rental for the first year of the initial term shall be the sum of $10,000.00 per month paid in advance as “Base Rent” in addition to the “Base Percentage Rent” set forth below. Beginning July 1, 1995, the Base Rent, paid in advance, shall be $30,000.00 per month, and shall remain the Base Rent for the balance of the five (5) year initial term. When Lessee commences gaming and casino operations to the general public, in addition to the above monthly Base Rent provided herein, Lessee agrees to pay to Lessor a monthly Base Percentage Rent of a sum of money equal to two percent (2%) of the total Gross Gaming Revenues as hereinafter defined on a monthly basis with credit being given for the Base Rent which shall continue to be paid in advance on the first day of each month so that Lessor shall receive a minimum Base Rent as set forth above even if the monthly Percentage Rent shall be calculated to be less than the minimum monthly Base Rent set forth herein. It is the intent of the parties that all sums paid monthly in advance as Base Rent be included in the Base Percentage Rent. Example: Base Rent of $10,000.00 is to be paid in advance on the first day of each month. When the Base Percentage Rent is paid as set forth herein Lessee shall receive credit for the Base Rent against the Base Percentage Rent. If in this example the Base Percentage Rent is calculated to be $50,000.00 then Lessee would receive a credit of $10,000.00 towards the Base Percentage Rent so that the sum due to Lessor would be $40,000.00. In any event, Lessor would always receive the Base Rent regardless of whether the Base Percentage Rent would result in any additional payment to Lessor.

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          4.2. Lessee further agrees to pay Lessor, in addition to the Base Percentage Rent, a sum equal to eight (8%) percent of the amount by which annual Gross Gaming Revenues exceeds $36,575,000.00 which shall be called the Secondary Percentage Rent. At such time as Gross Gaming Revenues exceed $36,575,000.00 in any year, in addition to the Base Percentage Rent, the Secondary Percentage Rent shall likewise be due. The Base Percentage Rent and/or Secondary Percentage Rent with respect to a month shall be paid within five (5) days after Lessee files its report of Gross Gaming Revenue for such month with the Mississippi State Tax Commission. The annual period used to determine the Secondary Percentage Rent shall commence on the first day of the month after which gaming operations begin. As to the Secondary Percentage Rent, the intent is as follows: Rainbow will pay to Lessor eight percent (8%) of the total annual Gross Gaming Revenues over $36,575,000.00 when annual gross revenues exceed $36,575,000.00 in any twelve (12) month period. Once Gross Gaming Revenues exceed $36,575,000.00 in any twelve (12) month period, the Secondary Percentage Rent is to be paid monthly at the same time that the Base Percentage Rent is due. Example: if at the end of the ninth month in any twelve (12) month period of the lease, gross gaming revenues are $36,575,000.00 and at the end of the next month (the tenth month), the Gross Gaming Revenues are $36,675,000.00, then the Secondary Percentage Rent for the tenth month would be $8,000.00 ($100,000.00 x .08). The Secondary Percentage Rent would then be calculated accordingly in months eleven and twelve and then a new twelve (12) month period would begin.

          4.3. If Lessee exercises its options for renewal, the minimum monthly Base Rent, Base Percentage Rent and Secondary Percentage Rent for the first renewal term, July 1, 1999, through June 30, 2004, will be the same as for the last four (4) years of the initial term of the lease. The minimum Base Rent after the first renewal term and for all succeeding terms shall be $50,000.00 per month and the Base Percentage Rent shall be a sum of money equal to four percent (4%) of the total Gross Gaming Revenues as hereinafter defined in addition to the eight percent (8%) Secondary Percentage Rent of annual gross revenues above $36,575,000.00 calculated as set forth above and payable as set forth above.

          4.4. The term “Gross Gaming Revenues” as used herein shall mean the total amount in dollars of Lessee’s actual winnings from gaming operations as reported by Lessee to the Mississippi State Tax Commission or any successor state authority. However, the term “Gross Gaming Revenues” shall not include any payments, receipts or proceeds from the sales of any related operations, goods and products which may be sold for the convenience of Lessee’s customers on the Premises.

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          4.5. Lessee shall maintain upon the Premises an accurate set of books and records of all Gross Gaming Revenues and such records shall be open to inspection and audit by Lessor and its agents at all reasonable times during ordinary business hours to the extent allowable under Mississippi Law.

     Section 5. Sale, Assignment and Sublease.

          5.1. Subject to Sections 5.2 and 5.3 below, Lessee may assign this Lease Agreement or sublet all or a portion of the Premises during the term of this Lease Agreement only after first obtaining prior written consent from Lessor which consent may not be unreasonably withheld. However, the making of any sublease shall not release Rainbow Entertainment, Inc. from, or otherwise affect in any manner, any of Lessee’s obligations hereunder. Except as provided in Section 12 below, neither this Lease nor the leasehold estate of Lessee nor any interest of Lessee hereunder in the Premises or in the buildings or improvements thereon shall be subject to involuntary assignment, transfer, or sale, or to assignment, transfer or sale, by operation of law in any manner whatsoever, and any such attempted involuntary assignment, transfer or sale shall be void and of no effect and shall, at the option of Lessor, terminate this Lease.

          5.2. Lessor hereby consents to the assignment of all of Lessee’s rights, title and interest in this Lease to Greenville Riverboat LLC, a Mississippi limited liability company at any time during the term hereof.

          5.3. Lessee shall have the right to sublease up to two and one-half (2 1/2) acres of the Premises (the “Subparcel”) to WIMAR TAHOE CORPORATION (“Subtenant”) or any affiliate of Wimar Tahoe Corporation on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment (the “Sublease”). The Subtenant shall have the right to develop, construct and operate a motel or hotel (including a restaurant, bar and other related facilities) on the Subparcel; provided, however, the Subparcel will not be utilized in any way for gaming purposes or operations, except that which is operated at the Premises by the Lessee (or the Lessor and his assigns if the lease is terminated). The motel or hotel shall be constructed and maintained as a full-service quality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as Subtenant. Subtenant shall agree to keep the hotel in good condition and repair, excepting ordinary wear and tear, and such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking availability on the Premises as agreed in the Sublease. In the event that this Lease is terminated for any reason, Lessor agrees not to disturb, terminate or alter in any manner the tenancy of the Subtenant under the Sublease, so long as the Subtenant attorns to the Lessor. Upon Subtenant agreeing to such attornment, Subtenant’s tenancy shall not be disturbed so long as it complies with all the terms and conditions of the Sublease; provided that the

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Subtenant’s rent payable to Lessor in such event shall be $6,250.00 per month, increased annually from the date hereof by a percentage equal to the increase, if any, in the Consumer Price Index, All Urban Consumers, or the sum actually due under the Sublease, whichever is greater. Subtenant shall have the right to grant a mortgage on, or assign under a deed of trust, all of the Subtenant’s sublease interest in the Subparcel upon the terms and conditions contained in Section 12.

          5.4. At Lessee’s request and expense, Lessor shall fully cooperate in a subdivision of the Premises to make a separate parcel for the hotel.

          5.5. The Lessee hereby covenants that the Sublease shall not contain any provision which will restrict or prohibit the conduct of a gaming operation by Lessee (or Lessor if the Lease if terminated) on the Premises.

     Section 6. Sewer, Utilities and Access.

     Lessee shall solely be responsible for all utility services used or consumed by Lessee on the Premises and such utility services shall be in the name of Lessee and Lessee shall solely be liable for the payment of all utility services it receives. Lessee shall also be responsible for utilities consumed in order to provide reasonable security systems for the existing buildings located on the Premises. Lessor agrees to cooperate with Lessee in obtaining any and all utility services. Lessor agrees not to at any time interfere with the right of Lessee and its employees, agents, customers and invitees to have full and complete access to the Premises.

     Section 7. Taxes.

     Lessor shall pay the 1994 ad valorem taxes on said property which amount shall be the base ad valorem tax amount. Lessee shall be responsible for the ad valorem taxes on the Premises for 1995 and thereafter during the term of the Lease. Lessee shall be entitled to a credit against the Base Rent and/or Base Percentage Rent each year equal to the base ad valorem tax amount of $2,634.33.

     Section 8. Insurance.

     Lessee shall carry fire and all risk insurance covering the improvements located on the Premises for not less than the cost of construction which insurance shall be issued by a reliable insurance company, and Lessor shall be named as an additional loss payee to the extent of its interest in any improvements. Lessee shall obtain liability insurance in the amount of $1,000,000.00 for each accident or occurrence on the Premises (with umbrella coverage with limits of not less than $10,000,000.00) and $50,000.00 for property damage, and Lessor shall be named as an additional insured under such policies.

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Lessee shall furnish to Lessor copies of all insurance policies required to be maintained by Lessee hereunder or under the rules of the State Gaming Commission.

     Section 9. Condemnation.

     This Lease Agreement shall terminate in the event of a total condemnation of the Premises by a government agency. Partial condemnation of Premises shall only terminate the Lease Agreement at the option of the Lessee, but if Lessee elects to continue this Lease Agreement, Lessee shall be entitled to a partial abatement of rent proportionate to the loss of the use of Premises suffered by Lessee. All compensation awarded for any taking of the Premises or any interest thereon shall be shared by Lessor and Lessee as follows: (i) Lessor shall be entitled to receive such portion of the award as shall represent compensation for vacant land and, if they are still located thereon at such time, any compensation awarded for the two buildings and any other improvements which currently exist on the Premises; (ii) Lessee shall be entitled to the portion of the award for the then fair market value of the improvements made by Lessee, the fair market value of Lessee’s leasehold interest, and any award for the damage or loss of Lessee’s business.

     Section 10. Warranty of Title.

     Lessor covenants that Lessor owns the Premises in fee simple and has full right to make and enter into this Lease that Lessee shall have quiet and peaceable possession of the Premises during the term of this Lease Agreement and any renewals thereof. Lessor shall obtain a nondisturbance agreement from any person or entity holding a mortgage or deed of trust on the Premises for the benefit of Lessee in form reasonably acceptable to Lessee, in exchange for which Lessee shall agree to attorn to such mortgagee.

     Section 11. Government Approval.

     Lessor, at Lessee’s sole cost and expense, shall assist in obtaining all government approvals, including Zoning, Levee Board, Corps of Engineers and City of Greenville in order for Lessee to conduct gaming operations and the other business operations contemplated herein on the Premises. Lessor agrees to cooperate fully with Lessee in obtaining any and all governmental approvals for Lessee to conduct its gaming operations and other business operations on the Premises.

     Section 12. Encumbrances of Lessee’s Leasehold Interest.

          12.1. On one or more occasions without Lessor’s consent, Lessee and/or Subtenant may mortgage, grant a deed of trust or otherwise encumber Lessee’s or Subtenant’s leasehold estate in the Premises under one or more leasehold mortgages or deeds of trust and assign this Lease as security; provided that

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the proceeds of the initial mortgage granted by Lessee with respect to the Premises must be used exclusively to improve the Premises and the initial mortgage granted by Subtenant with respect to the Subparcel must be used exclusively to improve the Subparcel. The proceeds from any refinancing of such mortgages may be used by Lessee or Subtenant for any purpose. For purposes of this Section 12, the term “mortgages” includes deeds of trust, and the term “leasehold mortgagee” shall mean the beneficiary of a deed of trust or mortgage with respect to the Lease and/or the Sublease.

          12.2. If Lessee mortgages its leasehold estate in the Premises or Subtenant mortgages its subleasehold estate in the Premises, Lessee shall give Lessor notice of such mortgage within thirty (30) days after the mortgage is executed and such notice shall include the name and address of the mortgagee. Lessor shall promptly upon notice of the communication purporting to constitute the notice acknowledge by an instrument in recordable form receipt of such communication as constituting the notice required herein.

          12.3. Lessor upon providing Lessee with any notice of default under this Lease, termination of this Lease or matter on which Lessor may predicate or claim a default shall at the same time provide copies of such notice to every leasehold mortgagee of which Lessor has been given written notice. No such notice shall have been deemed to be duly given unless a copy thereof has been provided to every leasehold mortgagee of which Lessor has been given written notice. After such notice has been given to a leasehold mortgagee, such leasehold mortgagee shall have the same period after receiving such notice for remedying any default or causing the same to be remedied as is given Lessee under the Lease.

          12.4. Any provision contained in this Lease to the contrary notwithstanding, if any default shall occur which entitles Lessor to terminate this Lease, Lessor shall have no right to terminate this Lease unless following the expiration of the period of time given Lessee to cure such default Lessor shall notify every leasehold mortgagee of Lessor’s intent to so terminate at least thirty (30) days in advance of the proposed effective date of such termination if such default is capable of being cured by the payment of money and at least forty-five (45) days in advance of the proposed effective date of termination if such default is not capable of being cured by payment of money. The provisions of Subsection 12.6 below shall apply if during such thirty or forty-five day termination notice period any leasehold mortgagee shall (1) notify Lessor of such leasehold mortgagee’s desire that the Lease not terminate; (2) pay or cause to be paid all Base Rent, Base Percentage Rent, Secondary Percentage Rent or other payments then due or in arrears as specified in the termination notice to such leasehold mortgagee and which may become due during the thirty or forty-five day period; and (3) comply or in good faith, with reasonable

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diligence and continuity, commence to comply with all nonmonetary requirements of this Lease when in default and reasonably susceptible of being complied with by such leasehold mortgagee, provided however, that such leasehold mortgagee shall not be required to cure or commence to cure any default consisting of Lessee’s failure to satisfy and discharge any lien, charge or encumbrance against the Lessee’s interest in the Lease or the Premises junior in priority to the lien of the mortgage held by such leasehold mortgagee.

          12.5. If Lessor shall terminate this Lease by reason of any default of Lessee, and the leasehold mortgagee shall proceed in the manner provided for by Subsection 12.4 of this section, the specified date of termination of the Lease as fixed by Lessor in its termination notice shall be extended for a period of six (6) months provided that such leasehold mortgagee shall, during such six (6) month period: (1) pay or cause to be paid the Base Rent, Base Percentage Rent, Secondary Percentage Rent and other monetary obligations attendant under this Lease (including without limitation the payment of premiums for the insurance required under Section 8, below) as the same become due and continue its good faith efforts to perform all of Lessee’s obligations under this Lease excepting (A) obligations of Lessee to satisfy or otherwise discharge any lien, charge or encumbrance against Lessee’s interest in this Lease or the Premises junior in priority to the lien on the mortgage held by leasehold mortgagee and (B) nonmonetary obligations then in default and not reasonably susceptible to being cured by leasehold mortgagee, and (2) if not enjoined or stayed, take steps to acquire or sell Lessee’s interest in this Lease by foreclosure of the leasehold mortgage or other appropriate means and prosecute the same to completion with due diligence.

          12.6. If at the end of such six (6) month period such leasehold mortgagee is complying with Subsection 12.5 this Lease shall not then terminate and the term for completion of such leasehold mortgagee of its proceedings to foreclose its mortgage shall continue as long as such leasehold mortgagee is enjoined or stayed from foreclosing and thereafter so long as such leasehold mortgagee proceeds to complete steps to acquire or sell Lessee’s interest in this Lease by foreclosure of the leasehold mortgage or upon other appropriate means by reasonable diligence and continuity. Nothing in this subsection however shall be construed to extend the Lease beyond the original Term thereof as extended by a renewal option properly exercised by Lessee or leasehold mortgagee nor to require leasehold mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the leasehold mortgagee shall discontinue foreclosure proceedings, this Lease shall continue in full force and effect as if Lessee had not defaulted under the Lease.

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          12.7. If the leasehold mortgagee is complying with Subsection 12.5, upon the acquisition of Lessee’s estate herein by such leasehold mortgagee or its designee or any purchaser at a foreclosure sale or otherwise this Lease shall continue in full force and effect as if Lessee had not defaulted under this Lease.

          12.8. For purposes of this Lease the making of a leasehold mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor shall any leasehold mortgagee, as such, be deemed to be an assignee or transferee of this Lease. Furthermore, the making of a leasehold mortgage shall not be deemed to require such leasehold mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Lessee to be performed hereunder, but the purchaser at any sale of this Lease in any proceedings for the foreclosure of any leasehold mortgage or the assignee or transferee of this Lease under any instrument of assignment or transfer in lieu of foreclosure of any leasehold mortgage shall be deemed to be an assignee or transferee and shall be deemed to have agreed to perform all the terms, covenants and conditions on the part of the Lessee to be performed hereunder from and after the date of such purchase and assignment but only so long as such purchaser or assignee is the owner of the leasehold estate.

          12.9. Any leasehold mortgagee or other acquirer of the leasehold estate of Lessee pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring Lessee’s leasehold estate, without further consent of Lessor, sell and assign the leasehold estate on such terms and to such persons and organizations as are acceptable to such mortgagee or acquirer and thereafter be relieved of all obligations under this Lease; provided that such assignee delivers to Lessor its written agreement to be bound by all the provisions of this Lease and such assignee has a “Net Worth” equal to or in excess of Lessee’s as of the date that Lessee commences gaming operations increased by a percentage equal to the increase, if any, in the Consumer Price Index, All Urban Consumers, for the period between the date hereof and the date of the proposed transfer. The term “Net Worth” shall mean the excess of assets over liabilities as shown on an entity’s balance sheet prepared in accordance with sound accounting principles.

          12.10. Notwithstanding any other provision of this Lease, any sale of this Lease in any proceeding for the foreclosure or any leasehold mortgage or assignment or transfer of this Lease in lieu of foreclosure of any leasehold mortgage shall be deemed to be a permitted transfer or assignment of this Lease and Lessor hereby consents to such assignment and transfer. Lessor agrees to execute such additional documents, agreements and instruments as may reasonably be required to encourage or facilitate a leasehold mortgage.

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     Section 13. Improvements.

     Upon expiration or termination of this Lease, all improvements to the Premises (including site improvements, buildings, and non-trade fixtures) shall remain with the Premises and become the property of the Lessor except equipment (including without limitation gaming equipment), furniture and furnishings, trade fixtures and any vessel, boat or barge (including without limitation any dam, supporting structure or moorings to the extent Lessee desires to remove such items), all of which shall remain the property of Lessee and may be removed by Lessee. Upon removal of such property, Lessee shall repair any damage to the Premises caused by the removal. If Lessee desires to use the existing structures on the Premises, the Lessee shall have the right to make alterations, improvements and changes to the structures now located on said Premises as provided in Section 2.2. All alterations, improvements and changes or additions or fixtures of a permanent nature made to any such structures shall be the property of Lessor and Lessee shall only have a leasehold interest therein; provided, however, Lessee may at any time remove from the Premises any alteration, improvement, change or addition, including fixtures, if such removal may be made without damage to the structure or to the Premises. Lessee shall raze and remove the office building and shop building located on the Premises as part of its site preparation, and prior to such removal Lessee shall pay to Lessor $112,500 for the office building and $250,000 for the shop building. Lessor shall have reasonable access to the Premises to remove the overhead gantry crane and fixtures owned by Lessor and located on the Premises.

     Section 14. Sheriff’s Use.

     Lessor and Lessee hereby consent to the use of the shop building on the Premises by the Washington County Sheriff’s Rescue Unit until such time as Lessee needs use of this part of the Premises. Attached as Exhibit “B” is a letter dated July 6, 1994, from the Washington County Sheriff’s Department setting forth the terms and conditions of the use of the property by the rescue unit. This letter is incorporated for all purposes herein. Lessee agrees to give seven (7) days notice to vacate the Premises to the rescue unit at such time as Lessee needs possession of this portion of the Premises.

     Section 15. Licenses.

          15.1. Both Lessor and Lessee shall use their best efforts to secure the necessary approval and licenses for Lessee to operate a gaming facility at the Premises, including approvals and licenses from the Army Corps of Engineers and local building authorities. If Lessor is not approved by the Gaming Commission and Lessor does not obtain such approval at its sole expense within ninety (90) days of such disapproval by the Gaming Commission, then Lessee shall have the option to immediately

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terminate this Lease and no rent shall be due for the period following the Gaming Commissions initial disapproval. If Lessee fails to obtain the approval of the Gaming Commission for operation of a casino/gaming facility, Lessee at its option may terminate this Lease by giving thirty (30) days prior written notice of termination to Lessor.

          15.2. Lessee represents to Lessor that Lessee will use due diligence to secure site approval from the State Gaming Commission together with its permit to improve and utilize the property for gaming purposes from the Corp of Engineers.

          15.3. Lessee shall commence substantial improvements to the Premises within sixty (60) days after it receives a 404 permit from the Army Corps of Engineers and necessary building permits from local authorities with respect to the development of the Premises. Lessee shall make improvements to the Premises costing in excess of $1,000,000.00 within twelve (12) months after Lessee secures such permit. For these purposes, the cost of improvements shall include the cost of any hotel built on the Premises by Lessee, Subtenant, or any sublessee.

     Section 16. Waiver.

     The waiver by Lessor of, or the failure of Lessor to take action with respect to, any breach of any term, covenant, or condition contained in this Lease Agreement shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition contained in this Lease Agreement.

     Section 17. Effect of Lessee’s Holding Over.

     Any holding over after the expiration of the term of this Lease Agreement, with the consent of Lessor, shall be construed to be a tenancy from year-to-year, at the same Base Rental, Base Percentage Rent and Secondary Percentage Rent or Percentage Rent as required to be paid by Lessee for the period immediately prior to the expiration of the term of this Lease Agreement, and shall otherwise be on the terms and conditions specified in this Lease Agreement, so far as applicable.

     Section 18. Parties Bound.

     The covenants and conditions contained in this Lease Agreement shall, subject to the provisions as to assignment, transfer, and subletting, apply to and bind the successors and assigns of all of the parties to the Lease Agreement.

     Section 19. Time of the Essence.

     Time is of the essence of this Lease Agreement, and of each and every covenant, term, condition, and provision of this Lease Agreement.

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     Section 20. Section Captions.

     The captions appearing under the section number designations of this Lease Agreement are for convenience only and are not a part of this Lease Agreement and do not in any way limit or amplify the terms and provisions of this Lease Agreement.

     Section 21. Governing Law.

     It is agreed that this Lease Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Mississippi including but not limited to the Mississippi Gaming Control Act.

     Section 22. Entire Agreement.

     This Lease Agreement shall constitute the entire agreement between the parties. Any prior understanding or representation of any kind preceding the date of this Lease Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

     Section 23. Modification of Agreement.

     Any modification of this Lease Agreement or additional obligation assumed by either party in connection with this Lease Agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party.

     Section 24. Additional Documents.

     The parties agree to execute whatever papers and documents may be necessary to effectuate the terms of this Lease Agreement. At the request of Lessee, Lessor shall execute an estoppel certificate from time to time in a form reasonably satisfactory to Lessee.

     Section 25. Notice.

     Any notice due hereunder shall be deemed sufficient notice if mailed, postage prepaid, United States Mail, to Lessor or to Lessee at the following addresses or such other addresses as they may designate:

If to Lessor:	Mr. D. John Nichols
	Greenville Marine Corporation
	Post Office Box 539
	Greenville, Mississippi 38702-0539
With a copy to:	L. Carl Hagwood
	Campbell, DeLong, Hagwood & Wade
	Post Office Box 1856
	Greenville, Mississippi 38702-1856

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If to Lessee:	Rainbow Entertainment, Inc.
	5175 Elmore Road, Suite 3
	Memphis, Tennessee 38134
With a copy to:	Wimar Tahoe Corporation
	(proposed subtenant)
	207 Grandview Drive
	Ft. Mitchell, KY 41017
	Attn: William C. Beegle, Vice
	President

     Section 26. Default.

     Any one or more of the following events shall constitute an “Event of Default”:

          26.1. Failure of the Lessee to make payments of Base Rent, Percentage Base Rent, or Secondary Percentage Rent when due hereunder and the expiration of seven (7) days after Lessee receives written notice from Lessor of such nonpayment.

          26.2. A vacation or abandonment of the Premises after gaming operations have first commenced. Vacation or abandonment of the Premises shall include the failure to occupy the Premises for a continuous period of sixty (60) days or more whether or not Rent is paid.

          26.3. The breach by Lessee of any of the covenants, conditions or provisions of this Lease when such breach shall continue for a period of thirty (30) days after Lessee shall have received written notice thereof from Lessor; provided however, that if the nature of the Lessee’s noncompliance is such that more than thirty (30) days are reasonably required for its cure then Lessee shall not be deemed to be in default if Lessee commences such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.

          26.4. The making by Lessee of any general arrangement or general assignment for the benefit of creditors, Lessee becoming a debtor as defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days), or the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises when such is not discharged within thirty (30) days.

     Section 27. Remedies.

     Upon any Event of Default, Lessor may at any time thereafter with thirty (30) days prior written notice terminate Lessee’s right to possession of the Premises in which case this Lease and the term thereof shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages

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incurred by Lessor by reason of Lessee’s default including but not limited to the cost of recovering possession of the Premises, and the then present value of the amount by which the unpaid Base Rent for the balance of the Term after the time of such default exceeds the amount of rent that would be paid for the Premises by a new tenant if reasonable efforts were used by Lessor to relet the Premises. In no event shall Lessor have any lien or claim against Lessee’s assets including without limitation any lien against or on any vessel, barge or boat of Lessee.

     Section 28. Amendment.

     This Amended and Restated Lease Agreement amends and restates the Lease between the parties in its entirety and renders void all previous leases, documents and amendments between them. The failure of the Lessee to perform any duties or obligations contained in the original Lease with Lessor, as amended, (including but not limited to the failure of Lessee to pay Lessor $250,000.00 under Section 10 of the Second Lease Amendment) shall not constitute a default or breach of this Amended and Restated Lease Agreement.

     Section 29. Environmental Matters.

          29.1. Lessor hereby represents and warrants to Lessee that to the best of Lessor’s knowledge no “Hazardous Substance” is located on the Premises.

          29.2. Lessor hereby represents and warrants to Lessee that Lessor has not released, generated, deposited, located or stored any Hazardous Substance on the Premises.

          29.3. For purposes of this Agreement the term “Hazardous Substance” means any substance, material, pollutant or contaminant the use, disposal or storage of which is regulated under any environmental law, statute, regulation, rule or court decision.

     Section 30. Memorandum of Lease.

     Lessor and Lessee shall execute and record a Memorandum of this Lease in the real estate records of the county in which the Premises are located.

     IN WITNESS WHEREOF, each party to this Agreement has caused it to be executed as of the date indicated above.

GREENVILLE MARINE CORPORATION		RAINBOW ENTERTAINMENT, INC.
BY:	/s/ D. John Nichols D. John Nichols, President	BY:	/s/ Marvin Cato Marvin Cato, President

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ALEXANDER ENGINEERING, P.A.
346 S. GAMWYN DRIVE, P.O. BOX 1281
GREENVILLE, MISSISSIPPI 38701
(601) 332-1655

DESCRIPTION:

Commencing at Station 213 + 65.16 of the Bank Protection Work Base Line; thence South 42 degrees 06 minutes 10 seconds East 15.26 feet to an iron pipe and the Point of Beginning of the tract herein described; thence South 33 degrees 06 minutes 34 seconds West 434.39 feet; thence South 44 degrees 27 minutes 49 seconds West 143.39 feet to an iron pipe; thence South 50 degrees 28 minutes 46 seconds West 26.29 feet to an iron pipe; thence North 42 degrees 06 minutes 10 seconds West 126.60 feet to an iron pipe on the high bank of Lake Ferguson; thence continuing North 42 degrees 06 minutes 10 seconds West 147 feet to the mean low water mark of Lake Ferguson; thence meandering said low water mark the following three calls: North 26 degrees 57 minutes 24 seconds East 630.66 feet; North 33 degrees 06 minutes 34 seconds East 60.00 feet; North 37 degrees 34 minutes East 187.63 feet; thence South 42 degrees 06 minutes 10 seconds East 147 feet to an iron pipe on the high bank of Lake Ferguson; thence continuing South 42 degrees 06 minutes 10 seconds East 222.30 feet; thence South 33 degrees 06 minutes 34 seconds West 250.90 feet to the Point of Beginning, and being located in Section 4, Township 18 North Range 8 West, Washington County, Mississippi.

I certify that I have made a survey of the lands shown hereon, and that the same is true and correct to the best of my knowledge and belief.

/s/ G.E. Alexander   G.E. Alexander, Jr., P.E., P.L.S.
February 10, 1995  

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

     This day personally appeared before me, the undersigned authority in and for the State and County aforesaid, D. John Nichols, President of Mississippi Marine Corporation, a Mississippi corporation, who acknowledged that for and on its behalf, he signed, sealed and delivered the foregoing Amended and Restated Lease Agreement on the day and year therein mentioned as its act and deed, being first duly authorized so to do.

     Given under my hand and official seal of office, this the 13^th day of March, 1995.

/s/ [ILLEGIBLE]

Notary Public

[ILLEGIBLE]

My Commission Expires: August 7, 1998

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

     This day personally appeared before me, the undersigned authority in and for the State and County aforesaid, Marvin Cato, President of Rainbow Entertainment, Inc., who acknowledged that for and on its behalf, he signed, sealed and delivered the foregoing Amended and Restated Lease Agreement on the day and year therein mentioned as its act and deed, being first duly authorized so to do.

     Given under my hand and official seal of office, this the 13^th day of March, 1995.

/s/ [ILLEGIBLE]

Notary Public

[ILLEGIBLE]

My Commission Expires: August 7, 1998

EX-10.10(A)

10.10(a)

ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the “Assignment”) is entered into effective this 24day of Oct., 1995, (the “Effective Date”) by and between RAINBOW ENTERTAINMENT, INC., a Mississippi corporation (the “Assignor”), and GREENVILLE RIVERBOAT, LLC, a Mississippi limited liability company (the “Assignee”), who agree as follows:

     1. Recitals. Assignor as lessee is a party to an Amended and Restated Lease Agreement dated as of January 20, 1995 (the “Lease”) with GREENVILLE MARINE CORPORATION, a Mississippi corporation, as lessor (the “Lessor), pursuant to which the Lessee is leasing from the Lessor approximately 3.961 acres of real property and the improvements thereon located in Greenville, Mississippi (the “Property). A copy of the Lease is attached hereto as Exhibit A. Assignor desires to assign all of its rights and in and to the Lease to Assignee, and Assignee desires to accept such assignment and to assume all obligations of Assignor under the Lease pursuant to the terms and conditions of this Assignment.

     2. Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignor hereby irrevocably sells, assigns, transfers, conveys and sets over to the Assignee all of the Assignor’s right, title, and interest in and to the Lease, and the Assignee accepts such assignment. In consideration of such assignment, Assignee hereby assumes and agrees to perform all of Assignor’s obligations and duties as lessee under the Lease which arise on and after the Effective Date. Assignor agrees to indemnify and hold Assignee harmless against any damages, costs and expenses asserted against or incurred by Assignee by reason of any acts or omissions of Assignor or the failure of Assignor to perform any obligations under the Lease to be performed by Assignor before the Effective Date. Notwithstanding the foregoing, the effectiveness of this Assignment shall be subject to the receipt of the consent of the Lessor to this Assignment. Nothing herein is intended or should be construed as reducing or relieving Assignor of its liability to Lessor under the Lease.

     3. Representations, Warranties and Covenants of Assignor. The Assignor represents, warrants, covenants and agrees that (i) the Lease is in full force and effect; (ii) an accurate and complete copy of the Lease, including all amendments, is attached hereto as Exhibit A; (iii) the Assignor has the right to assign the Lease to the Assignee, subject only to the consent of the Lessor; (iv) this Assignment has been duly authorized and approved by all necessary corporate action on the part of Assignor; (v) this Assignment will not breach the terms of or constitute a default under any agreement, indenture, deed of trust or other instrument or document to which Assignor is a

party (vi) the Lease is free and clear of all liens, encumbrances or claims of third parties; (vii) the Assignor is not in default under any of the terms and conditions of the Lease and the Assignor does not know or have reason to know of any facts that could cause a default under the Lease; (viii) Assignor does not know or have reason to know of any action, lawsuit, proceeding or governmental action pending, threatened or anticipated which could affect the Lease, this Assignment or the Assignee’s interest or rights under the Lease; and (ix) Assignor has paid all rent and other amounts due under the Lease through the Effective Date. The representations, warranties, covenants and agreements contained in this Section 3 shall survive the execution and delivery of this Assignment.

     4. Environmental Matters.

          (a) Assignor represents and warrants that (i) no “Hazardous Substance” (as defined herein) has been disposed of, buried beneath, or percolated beneath the Property or any improvements thereon nor has any Hazardous Substance ever been removed from the Property and stored off site of the Property, (ii) there has been no “Release” (as defined herein) of a Hazardous Substance on or from the Property or any improvements thereon, (iii) Assignor is in material compliance with all applicable federal, state and local laws, administrative rulings, and regulations of any court, administrative agency or other governmental or quasi-governmental authority, relating to the protection of the environment (including, but not limited to, laws prohibiting the creation of a public nuisance) , (iv) Assignor has not received notification that it is a potentially responsible party under Section 107 of the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”) or Section 7003 of the Resource Conservation and Recovery Act of 1976, as amended (“RCRA”), (v) no underground storage tank is located on the Property and, to the best of Assignor’s knowledge, no underground storage tank has ever been located on the Property, and (vi) Assignor has not received notification from any federal, state, or local government, agency, or regulatory body, of a violation under any federal, state, or local law regulating the disposal or discharge of any toxic, explosive or other Hazardous Substance. For purposes hereof, (a) “Hazardous Substance” means any one (1) or more of the following: (i) any substance deemed hazardous under Section 101(14) of CERCLA, (ii) any other substance deemed hazardous by the Environmental Protection Agency pursuant to Section 102(a) of CERCLA, (iii) petroleum (including crude oil or any fraction thereof), (iv) any substance deemed hazardous pursuant to Section 1004(5) of the Resource Conservation and Recovery Act (“RCRA”), (v) any solid waste identified in Section 1004(27) of RCRA or (vi) any other hazardous or toxic substance, materials, compound, mixture, solution, element, pollutant or waste regulated under any federal, state or local statute, ordinance or regulation; and

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(b) “Release” shall have the meaning given to such term in Section 101(22) of CERCLA.

          (b) Assignor shall, from and at all times after the date hereof, fully and promptly pay, perform, discharge, defend, indemnify and hold Assignee harmless from and against all claims, orders, demands, actions, proceedings, or suits, and all losses, costs damages or expenses (including, but not limited to, court costs, technical consultant fees and expenses, and reasonable attorneys’ fees and expenses) arising or resulting from any act, occurrence or omission in violation of or contrary to the representations and warranties made in this Section, whether by Assignor or any other owner or operator at the Property. Such indemnifications shall include, but not be limited to, claims made against Assignee with respect to contamination of the soil and/or groundwater, damage to the environment and natural resources, and injury or damage to persons or property, the costs of any health assessment or health effects study, and any costs of removal or remedial action incurred in connection with the cleanup of the Hazardous Substance on the Property, whether such liability arises under RCRA, CERCLA, or any other federal, state and/or local statute, ordinance, regulation or under common law.

          (c) The provisions of this Section 4 shall survive the execution and delivery of this Assignment.

     5. Obligations of Assignee. In consideration of the foregoing assignment, the Assignee hereby agrees to perform all of the terms and conditions of the Lease to be performed by the lessee therein, including all rental and other payments becoming due, after the Effective Date, and to indemnify and save Assignor harmless from and against any and all claims, demands, losses, liabilities, costs and expenses (including attorneys fees and disbursements) by reason of any default by Assignee under the Lease.

     6. Further Assurances. The Assignor shall, for no additional consideration, take such other steps, execute such other documents and do such other things as may be necessary to fully vest Assignor’s rights in the Lease in Assignee, including but not limited to assisting Assignee in securing the Assignor’s written consent to this Assignment.

     7. Miscellaneous. This Assignment represents the entire agreement of the parties hereto with respect to the inherent matter herein. This Assignment shall be binding upon the parties and their respective successors and assigns. This Assignment shall be governed by Mississippi law.

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     IN WITNESS WHEREOF, the parties have executed this document on the 24 day of Oct, 1995.

RAINBOW ENTERTAINMENT, INC.
By:	/s/ Marvin Cato
	Marvin Cato, President
GREENVILLE RIVERBOAT, LLC.
By:	Wimar Tahoe Corporation    Manager
By:	/s/ William J. Yung
	William J. Yung, President

STATE OF TN	)
	)	SS:
COUNTY OF Shelby	)

     The foregoing instrument was acknowledged before me this 24 day of Oct, 1995, by Marvin Cato, president of Rainbow Entertainment, Inc., a Mississippi corporation, on behalf of such corporation.

/s/ Illegible  

Notary Public 

My Commission Expires: Apr 28, 1998 

STATE OF Kentucky	)
	)	SS:
COUNTY OF Kenton	)

     The foregoing instrument was acknowledged before me this 25th day of October, 199_, by William J. Yung, President of Wimar Tahoe Corporation, a Nevada corporation, on behalf of such corporation as Manager of Greenville Riverboat, LLC, a Mississippi limited liability company, on behalf of the company

/s/ Illegible  

Notary Public 

My Commission Expires:                      

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CONSENT OF LESSOR

     The undersigned represents, warrants, covenants, and agrees that (i) it is the Lessor in the Lease (as defined in the foregoing Assignment); (ii) the Lease is in full force and effect; (iii) an accurate and complete copy of the Lease, including all amendments and restatements thereof, is attached hereto as Exhibit A; (iv) the Assignor has the right to assign the Lease to the Assignee, subject only to the consent of the Lessor; (v) this Consent has been duly authorized and approved by all necessary corporate action on the part of Lessor; (vi) this Consent will not breach the terms of or constitute a default under any agreement, indenture, deed of trust or other instrument or document to which Lessor is a party; (vii) the Assignor is not in default in any of the terms and conditions set forth in the Lease to be performed by the Assignor; and (viii) Assignor has paid all rent and other amounts due under the Lease through the Effective Date (as defined in the foregoing Assignment) . The representations, warranties, covenants and agreements contained in this Consent shall survive the execution and delivery of this Consent.

     The undersigned has read and reviewed the terms and conditions in the foregoing Assignment, hereby consents and agrees to the assignment of the Lease from Assignor to Assignee pursuant to the terms of the foregoing Assignment, and covenants and agrees that, during the term of the Lease, Assignee shall have all of Assignor’s rights and obligations under the Lease.

LESSOR: GREENVILLE MARINE CORPORATION
By:	/s/ D. JOHN NICHOLS
	D. JOHN NICHOLS, PRESIDENT

STATE OF Mississippi	)
	)	SS:
COUNTY OF Washington	)

     The foregoing instrument was acknowledged before me this 26th day of October, 1995, by D. John Nichols, President of Greenville Marine Corporation, a Mississippi corporation, on behalf of the corporation.

/s/ Illegible  

Notary Public 

My Commission Expires: 9/24/96 

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EX-10.10(B)

Exhibit 10.10(b)

FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT

     This First Amendment to Amended and Restated Lease Agreement (the “First Amendment”) is entered into effective as of October 26, 1995 between GREENVILLE MARINE CORPORATION, with its principal place of business at P.O. Box 539, Greenville, Washington County, Mississippi (“Lessor”) and GREENVILLE RIVERBOAT, LLC, with its principal place of business at 201 N. Lakefront Drive, Greenville, Washington County, Mississippi (“Lessee”), who agree as follows:

     1. Recitals. Lessor and Rainbow Entertainment, Inc. (“Rainbow”) entered into an Amended and Restated Lease Agreement dated January 20, 1995 (the “Lease”). By Assignment and Assumption of Lease dated October 24, 1995, Rainbow assigned all of its right, title and interest in and to the Lease to Lessee. The parties hereto desire to amend the Lease in accordance with this First Amendment.

     2. Amendment.

          (a) The third sentence of Section 1 is hereby amended by deleting “excepted from” and inserting in lieu thereof “included in”; and the last sentence of Section 1 is hereby deleted.

          (b) The last sentence of Section 2.1 is hereby amended by adding the following before the period:

                “, bar, or other related facilities”.

          (c) Sections 5.3 and 5.4 of the Lease are hereby amended in their entirety to read as follows:

5.3 Lessee shall have the right to sublease up to two and one-half (2 1/2) acres of the Premises (the “Subparcel”) to Wimar Tahoe Corporation or any affiliate of Wimar Tahoe Corporation (“Subtenant”) on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment (the “Sublease”) . The Lessee shall deliver to the Lessor a copy of any Sublease or any amendment or modification thereto, and Lessor acknowledges receipt of the Sublease Agreement dated June 26, 1996 between Lessee and Sargasso Corporation, an affiliate of Wimar Tahoe Corporation. The Subtenant shall have the right to develop, construct and operate a motel, hotel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities on the Subparcel; provided, however, the Subparcel will not be utilized in any way for gaming purposes or operations, except that which is operated at the Premises by the Lessee (or the Lessor and his

assigns if this Lease is terminated). Any motel or hotel shall be constructed and maintained as a quality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as Subtenant. Any restaurant or bar shall be constructed and maintained as a quality facility. Subtenant shall agree to keep all facilities in good condition and repair, excepting ordinary wear and tear, and such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking availability on the Premises as agreed in the Sublease. In the event that this Lease is terminated for any reason, Lessor agrees not to disturb, terminate, or alter in any manner the tenancy of the Subtenant under the Sublease, so long as the Subtenant attorns to the Lessor. Upon Subtenant agreeing to such attornment, Subtenant’s tenancy shall not be disturbed so long as it complies with all the terms and conditions of the Sublease; provided that the Subtenant’s rent payable to Lessor in such event shall be $6,250 per month, increased annually from the date hereof by a percentage equal to the increase, if any, in the Consumer Price Index, All Urban Consumers, or the sum actually due under the Sublease, whichever is greater. Subtenant shall have the right to grant a mortgage on or assign under a deed of trust, all of the Subtenant’s sublease interest in the subparcel upon the terms and conditions contained in Section 12.

5.4 At Lessee’s request and expense, Lessor shall fully cooperate in the subdivision of the Premises to make the Subparcel a separate parcel.

(d) Section 10 is hereby amended by adding the following at the end of that Section:

Lessee agrees to indemnify Lessor from any claims, demands, liabilities, costs, fees, and expenses (including reasonable attorney’s fees) arising out of Lessor’s lease to Lessee on that portion of the Premises conveyed by William Yerger to the City of Greenville recorded in Book 114 at Page 354 of the Land Records in the office of the Chancery Clerk of Washington County, Mississippi. At Lessee’s request and expense, Lessor shall assist and cooperate with Lessee in establishing or maintaining the position that the restrictions set forth in such conveyance are invalid, unenforceable, or otherwise of no force or effect.

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          (e) In the last sentence of Section 15.3 of the Lease, insert the following after the word “hotel”:

“, motel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities”.

          (f) Section 23 of the Lease is hereby amended by adding the following at the end of that Section:

The invalidity or unenforceability of any provision of this Lease or the application thereof to any property, person or circumstance, to any extent, for any reason, shall not affect the validity or enforceability of the remainder of such provision, any other provision hereof, or the remainder of this Lease, or the application of any provision to any other property, person, or circumstance, and, provided the essential purpose of this Lease is maintained, this Lease shall be reformed to the extent necessary to effectuate the foregoing, it being intended that the rights and obligations of the parties hereto be enforceable to the fullest extent permitted by law.

          (g) In Section 25 of the Lease, all of the language beginning with “If To Lessee” is hereby deleted and replaced with the following:

If To Lessee:	Wimar Tahoe Corporation, Manager
	Greenville Riverboat, LLC
	207 Grandview Drive
	Ft. Mitchell, KY 41017
	Attn: William C. Beegle, Vice President

          3. Remainder of Lease. Except as amended by this First Amendment, the Lease shall remain in full force and effect.

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     IN WITNESS WHEREOF, the parties have executed this document effective as of the date first above written.

GREENVILLE MARINE CORPORATION
By:	/s/ D. John Nichols D. John Nichols, President
GREENVILLE RIVERBOAT, LLC
By:	Wimar Tahoe Corporation, Manager
By:	/s/ William J. Yung William J. Yung, President

State of Mississippi	)
	)	SS
County of Washington	)

     The foregoing instrument was acknowledged before me this 1^st day of November, 1996 by D. John Nichols, President of Greenville Marine Corporation, a Mississippi Corporation, on behalf of the Corporation.

/s/ [ILLEGIBLE] Notary Public

My commission expires: 11-11-99

State of Kentucky	)
	)	SS
County of Kenton	)

     The foregoing instrument was acknowledged before me this 7^th day of October,1996 by William J. Yung, President of Wimar Tahoe Corporation, a Nevada Corporation, on behalf of such Corporation as Manager of Greenville Riverboat, LLC., a Mississippi Limited Liability Company, on behalf of the Company.

/s/ [ILLEGIBLE] Notary Public

My Commission Expires Oct. 24, 1998

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EX-10.10(C)

EXHIBIT 10.10(c)

SECOND AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (the “Second Amendment”) is entered into effective as of July 1, 2003 by and between GREENVILLE MARINE CORPORATION, with its principal place of business, at P.O. Box 539, Greenville, Washington County, Mississippi (“Lessor”) and GREENVILLE RIVERBOAT, LLC, with its principal place of business at 201 N. Lakefront Drive, Greenville, Washington County, Mississippi (“Lessee”). Lessor and Lessee are sometimes hereafter collectively referred to as the “Parties,” and “Party” shall mean either of them.

     WHEREAS, Lessor and Rainbow Entertainment, Inc. (“Rainbow”) entered into an Amended and Restated Lease Agreement dated January 20, 1995 (the “Lease”); and

     WHEREAS, by Assignment and Assumption of Lease dated October 24, 1995, Rainbow assigned all of its right, title and interest in and to the Lease to Lessee; and

     WHEREAS, effective as of October 26, 1995, the Parties entered into that First Amendment to Amended and Restated Lease Agreement; and

     WHEREAS, the Parties hereto desire to further amend the Lease in accordance with the terms of this Second Amendment.

     NOW, THEREFORE, for and in consideration of the mutual promises, agreements, covenants, representations and warranties of the Parties contained herein and in the Lease, as previously amended, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Lease is hereby further amended as follows:

     1. Defined Terms. Except as otherwise set forth herein, all defined terms used in this Second Amendment (which are capitalized for identification) shall have the meaning assigned to them in the Lease, as previously amended.

     2. Rental. Section 4.3 of the Lease is hereby amended and restated as follows:

     4.3. The minimum monthly Base Rent, Base Percentage Rent and Secondary Percentage Rent for the first renewal term, July 1, 1999, through June 30, 2004, will be the

same as for the last four (4) years of the initial term of the lease. The minimum Base Rent after the first renewal term and for all succeeding terms shall be $75,000.00 per month and the Base Percentage Rent shall be a sum of money equal to two percent (2%) of the total Gross Gaming Revenues (as defined in this Lease) in addition to the eight percent (8%) Secondary Percentage Rent of annual gross revenues above $36,575,000.00 calculated in accordance with Section 4.2 of the Lease and payable as set forth in Section 4.2 of the Lease.

     3. Sublease. Section 5.3 of the Lease is hereby amended and restated as follows:

     5.3 (a) Lessor acknowledges that pursuant to the terms of that certain Sublease Agreement dated as of June 26, 1996 (the “Sublease”), Lessee subleased that certain part of the premises shown in cross-hatched on Exhibit “B” thereto (the “Subparcel”) to Sargasso Corporation, an affiliate of Wimar Tahoe Corporation (the “Subtenant”). Lessee represents and warrants to Lessor that said Sublease is in full force and effect and has not been amended, and that the Sublease shall not be amended without the prior, written consent of Lessor. Lessor’s consent shall not be unreasonably withheld provided that such proposed amendment does not (i) materially reduce the value of the overall Premises, (ii) adversely affect Lessor’s right to terminate as provided for in (c) below, (iii) adversely affect or diminish any other rights of Lessor under the Lease, or (iv) adversely affect or diminish Lessee’s obligations to Lessor under the Lease.

     (b) Lessee shall have the right (with the prior, written consent of Lessor) to sublease up to two and one-half acres (including the Subparcel) to Wimar Tahoe Corporation or any affiliate of Wimar Tahoe Corporation on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment but only for the purpose of developing, constructing and operating an additional or expanding or modifying an existing motel, hotel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities on the additional subparcel; provided, however, the additional subparcel will not be utilized in any way for gaming purposes or operations, except that which is operated at the Premises by the Lessee (or the Lessor and his assigns if this Lease is terminated). Any motel or hotel shall be constructed and

2

maintained as a quality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as subtenant. Any restaurant or bar shall be constructed and maintained as a quality facility. Subtenant shall agree to keep all facilities in good condition and repair, excepting ordinary wear and tear, and such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking availability on the Premises as agreed in the additional sublease.

     (c) In the event that this Lease is terminated for any reason, Lessee agrees that the Sublease (and any renewal or extension thereof) and any additional sublease entered into by Lessee pursuant to 5.3(b) above shall be terminated simultaneously with the termination of this Lease. Lessee and Subtenant agree that they shall execute an amendment to the Sublease substantially in the form attached as Exhibit “A” hereto, the terms of which are incorporated herein by reference, simultaneously with the execution of this Second Amendment. Moreover, in the event Lessee shall enter into an additional sublease as provided for in 5.3(b) above, Lessee agrees that such additional sublease shall include a provision that it shall be terminated simultaneously with the termination of this Lease.

     (d) Subtenant and any additional subtenant (as provided for in 5.3(b) above) shall have the right to grant a mortgage on or assign under a deed of trust all of such subtenant’s sublease interest in such subparcel upon the terms and conditions set forth in Section 12 of this Lease.

     4. Taxes. Section 7 of the Lease is hereby amended and restated as follows:

Section 7. Taxes. Lessee shall be responsible for the payment of all ad valorem taxes and assessments attributable to the Premises (and the improvements located thereon) for 2003 and thereafter during the term of the Lease.

     5. Improvements. Section 13 of the Lease is hereby amended and restated as follows:

Section 13. Improvements. Upon expiration or termination of this Lease, all improvements to the Premises (including, without limitation, site

3

improvements, buildings and Fixtures) shall remain with the Premises and become the property of the Lessor. For purposes of this section, “Fixtures” shall be deemed to include, without limitation: permanently installed equipment such as sinks, light fixtures and chandeliers, bars, dishwashers, stoves, grills, ovens, broilers, fryers, vent hoods, fire extinguisher systems, coolers, refrigerators, freezers, warmers, counters and cabinets, ice makers, built-in booths, and waste disposals; sewage disposal systems; electrical systems (including but not limited to generators); heating, air conditioning and ventilation systems; plumbing systems; and telephone systems (excluding the actual telephones). Lessor agrees that Lessee shall have the right to remove movable personal property (that is not attached to any of the improvements and that is not included within the definition of “Fixtures” as set forth above), gaming equipment, furniture and furnishings, and any vessel, boat or barge operated as a casino, to the extent Lessee desires to remove such items and to the extent that such items can be removed without causing structural damage or alterations to the remaining improvements on the Premises or to the Premises. Upon removal of any such personal property, Lessee shall properly repair any and all damage to the Premises (and the remaining improvements located thereon) caused by the removal. Notwithstanding anything contained herein to the contrary, Lessee agrees that neither it nor the Subtenant shall remove any buildings, barges, bridges (or any components thereof) or other improvements located in the area cross-hatched on Exhibit “B” hereto, the terms of which are incorporated herein by reference.

     6. Notice. Section 25 of the Lease is hereby amended and restated in its entirety as follows:

     Section 25. Notice. Any notice or request to be given or furnished under the Lease by either Party to the other Party shall be in writing and shall be delivered personally or sent via facsimile transmission or registered or certified mail, postage prepaid, or by prepaid overnight delivery service, at the addresses or facsimile numbers listed below. A notice or request shall be deemed to be given (i) when delivered personally, (ii) when sent by facsimile transmission, or (iii) when sent by certified mail or overnight delivery service, at the time of delivery as indicated on the duly completed U. S. Postal Service return receipt or at the

4

time of package pickup as indicated on the records of or certificates provided by the overnight delivery service.

If to Lessor, to:

Mr. D. John Nichols, President
Greenville Marine Corporation
2219 Harbor Front Road
Post Office Box 539
Greenville, MS 38702-0539
Facsimile No.: 662-332-1010

with a copy to:

Robert N. Warrington, Esq.
Campbell, DeLong, Hagwood & Wade, LLP
P. O. Box 1856
923 Washington Avenue
Greenville, Mississippi 38702-1856
Facsimile No.: (662) 334-6407

If to Lessee, to:

Wimar Tahoe Corporation, Manager
Greenville Riverboat, LLC
207 Grandview Drive
Ft. Mitchell, KY 41017
Attn: William J. Yung, President
Facsimile: 859-578-1190

with a copy to:

Sargasso Corporation
207 Grandview Drive
Ft. Mitchell, KY 41017
Attn: William J. Yung, President
Facsimile: 859-578-1190

     7. Default. A new section 26.5 is added to the Lease as follows:

     26.5. It is the intention of the Parties that the Lessee shall continuously operate a casino on the Premises throughout the term of this Lease and any renewal or extension thereof. Accordingly, in the event Lessee shall fail to continuously operate a casino on the Premises at any time during the term of this Lease or any renewal or extension thereof, for a period of sixty (60) days, then such failure to continuously

5

operate a casino shall constitute an “Event of Default.” Notwithstanding, the above shall not apply in the event Lessee shall fail to continuously operate a casino for more than sixty (60) days due to war, terror attack, civil commotion, flood, fire, tornado, or other act of God, casualty, governmental regulations or restrictions, act of any governmental authority, labor difficulties, shortages of or inability to obtain labor, materials, or equipment, or other circumstances outside of the direct or indirect control of Lessee, Subtenant, Wilmar Tahoe Corporation, Columbia Sussex Corporation, William J. Yung, JMBS Casino, LLC, Joseph A. Yung, any future subtenant, (including their respective successors and assigns) or any of their respective owners, shareholders, directors, officers, agents or trustees, or any other person, entity, trust, or association related to, affiliated with, organized by, owned by, or otherwise related to or controlled by any of them; provided that Lessee shall be diligently pursuing restoration of the Premises and the reopening of the casino.

     8. Renewal. Lessor acknowledges that by execution of this Second Amendment Lessee has exercised its right to renew the Lease for another five (5) year period beginning on July 1, 2004.

     9. Conflicting Provisions. In the event of any conflict between the terms of this Second Amendment and any other provision of the Lease or the First Amendment, the terms of this Second Amendment shall be deemed to control.

     10. Agreement Unchanged. The Parties agree that except as set forth in this Second Amendment, the Lease, as previously amended by the First Amendment, shall remain in full force and effect.

     11. Counterparts. The Parties agree that this Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one document.

-Remainder of Page Intentionally Left Blank-

6

     IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed and delivered by their duly authorized representatives as of the day and year first above written.

GREENVILLE MARINE CORPORATION,
A Mississippi corporation
By:	/s/ D. John Nichols
D. John Nichols,
President
GREENVILLE RIVERBOAT, LLC,
A Mississippi limited liability company
By: Wimar Tahoe Corporation,
A Nevada corporation, its Sole Manager
By:	/s/ William J. Yung
William J. Yung, President

     SARGASSO CORPORATION, a Kentucky corporation, executes this Second Amendment for purposes of acknowledging, consenting and agreeing to the amendment and restatement of Sections 5 and 13 of the Lease and agreeing to execute and deliver the First Amendment to Sublease Agreement in the form attached as Exhibit “A” hereto, the terms of which are incorporated herein by reference.

SARGASSO CORPORATION, a
Kentucky corporation
By:	/s/ William J. Yung
Name	William J. Yung
Title:	President

7

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state, on this 8^th day of August, 2003, within my jurisdiction, the within named D. John Nichols, who acknowledged that he is President of Greenville Marine Corporation, a Mississippi corporation, and that for and on behalf of said corporation and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.

/s/ [ILLEGIBLE]

Notary Public

My commission expires:

11/21/03

STATE OF KENTUCKY

COUNTY OF KENTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state, on this 11^th day of August, 2003, within my jurisdiction, the within named William J. Yung, who acknowledged that he is President of Wimar Tahoe Corporation, a Nevada corporation, the sole Manager of Greenville Riverboat, LLC, a Mississippi limited liability company, and that for and on behalf of said limited liability company and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.

/s/ Colleen Machcinski

Notary Public

My	commission expires:
	COLLEEN MACHCINSKI
	Notary Public, Kentucky State at Large
	My Commission Expires Sept. 16, 2006

8

STATE OF KENTUCKY

COUNTY OF KENTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state, on this 11^th day of August, 2003, within my jurisdiction, the within named William J. Yung, III, who acknowledged that he is the President of Sargasso Corporation, a Kentucky corporation, and that for and on behalf of said corporation and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.

/s/ Colleen Machcinski

Notary Public

My	commission expires:
	COLLEEN MACHCINSKI
	Notary Public, Kentucky State at Large
	My Commission Expires Sept. 16, 2006

9

EX-10.10(D)

10.10.(d)

SUBLEASE AGREEMENT

     This Sublease Agreement (“Lease”) is made as of the 26th day of June, 1996 by and between GREENVILLE RIVERBOAT, LLC, a Mississippi limited liability company (“Lessor”), and SARGASSO CORPORATION, a Kentucky corporation (“Lessee”).

     1. Premises. (a) Lessor has a leasehold estate in the property described on Exhibit A (the “Entire Property”) as the assignee of the lessee’s interest in the Amended and Restated Lease Agreement dated January 20, 1995 (the “Master Lease”) between Greenville Marine Corporation (“Master Lessor”) and Rainbow Entertainment, Inc. (“Rainbow”). Rainbow assigned its interest in the Master Lease to Lessor by an Assignment and Assumption of Lease Agreement dated October 24, 1995. Lessor is leasing the Entire Property for the purpose of developing and operating a gaming and casino riverboat or barge facility (the “Casino”).

     (b) Lessor hereby subleases to Lessee, and Lessee hereby subleases from Lessor, that portion of the Entire Property described in Exhibit B hereto including all improvements now or hereafter existing thereon (the “Premises”).

     (c) Upon the request of either party, Lessor and Lessee will use their best efforts to cause the Entire Property to be subdivided between the Premises and the remainder of the Entire Property (the “Remainder Parcel”), and to obtain Master Lessor’s cooperation in such subdivision.

     (d) Lessor also irrevocably grants to Lessee the unrestricted right to adequate unobstructed means of ingress and egress, for pedestrian and vehicular access for all purposes incident to Lessee’s use of the Premises, over and across (i) the Remainder Parcel, (ii) all roads, entrances and other means of access to the Remainder Parcel from the publicly dedicated right of way (the “Access Routes”), and (iii) any parking facilities of Lessor located adjacent to the Remainder Parcel (the “Adjacent Facilities”). Lessor reserves the right to adequate unobstructed means of ingress and egress for pedestrian access over and across a right of way through the Premises designated by Lessee for the purpose of access to any support structures, moorings, bridges, or other means of access to the Casino. Lessee shall have the right to adopt rules and regulations concerning the rights of Lessor and its customers, employees, suppliers and other invitees to have access to such designated right of way through the Premises. In addition, Lessor irrevocably grants to Lessee and its customers, employees, suppliers, and other invitees the right to use all parking facilities located anywhere on the Remainder Parcel or the Adjacent Facilities in common with and on the same basis as Lessor and its customers, employees, suppliers, and other invitees and the unrestricted right of ingress and egress to and from such parking facilities. Further,

Lessee agrees that in no event will Lessor reduce the number of parking spaces on the Remainder Parcel to fewer than 150, which shall be adjacent to the Premises.

     2. Term. (a) The initial term of this Lease shall commence when the restaurant to be located in the Improvements opens for business and shall expire on June 30, 1999. Lessee may renew this Lease for nine (9) additional periods of five (5) years each by giving Lessor written notice of renewal at least six (6) months prior to expiration of the initial or any renewal term.

     (b) Notwithstanding anything in Section 2(a) to the contrary, if the Master Lease is terminated for any reason, Lessee may, at its option, terminate this Lease by giving written notice of such termination to Lessor. In order to exercise such option, Lessee must give written notice of termination within sixty (60) days after the date Lessee receives written notice of the termination of the Master Lease. If the Master Lease is terminated for any reason and if Lessee does not terminate this Lease, pursuant to the Master Lease the Master Lessor has agreed not to disturb, terminate, or alter in any manner the tenancy of the Lessee hereunder, so long as Lessee attorns to Master Lessor. Upon Lessee agreeing to such attornment, Lessee’s tenancy shall not be disturbed so long as no Event of Default exists under this Lease.

     3. Rental. (a) Lessee covenants and agrees to pay to Lessor as rent (“Rent”) for the Premises an amount equal to Three Thousand Dollars ($3,000) per month. Rent shall be payable in advance without prior demand in equal monthly installments on the first day of each month during the term of this Lease. Rent shall be payable in U.S. dollars only and shall be deemed paid when received by the Lessor. The Lessee shall not be liable for any Rent prior to the commencement date of the Lease.

     (b) If the Master Lease is terminated for any reason, and if Lessee does not terminate this Lease under Section 2(b) above, the Rent payable hereunder after such termination shall be $3,000 per month, increased annually by a percentage equal to the increase, if any, in the Consumer Price Index, All Urban Consumers, from January 20, 1995.

     4. Construction of Improvements. The Lessee may, at its own expense, construct improvements on the Premises consistent with Section 5 below (the “Improvements”). Lessor irrevocably grants to Lessee the unrestricted right to adequate unobstructed means of ingress and egress over and across the Remainder Parcel and the Access Routes for purposes of such construction, including for storage of construction materials. Upon expiration or termination of this Lease, all Improvements (including site improvements, buildings, and non-trade fixtures), shall remain with the Premises and become the property of the Lessor except equipment, furniture and furnishings, trade fixtures (to the extent Lessee desires remove such items), all of which shall

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remain the property of Lessee and may be removed by Lessee. Lessee may at any time remove from the Premises any alteration, improvement, change or addition, including fixtures, if such removal may be made without damage to the structure or to the Premises.

     5. Use. The Premises may be used by the Lessee for the operation of a motel, hotel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities; provided, that the Premises will not be utilized in any way for gaming purposes or operations except that which is operated by Lessor on the Remainder Parcel. Any motel or hotel shall be constructed and maintained as a quality facility similar to hotels and motels operated under nationally known franchises which charge the same rates as Lessee. Any restaurant or bar shall be constructed and maintained as a quality facility.

     6. Taxes. (a) Lessee shall be liable during the term of this Lease for all real estate taxes, assessments (whether general, special, ordinary or extraordinary) and license fees imposed on the Premises and all improvements thereon (collectively the “Taxes”). In the event the Premises are not subject to a separate tax bill, the Lessor shall equitably apportion the Taxes payable for the Premises and the Remainder Parcel, as follows: Taxes on unimproved land will be apportioned per acre; Taxes on Improvements located on the Premises shall be apportioned to the Lessee; and all other Improvements on or associated with the Entire Property shall be apportioned to Lessor.

          (b) If the Premises are not subject to a separate tax bill, taxes shall be paid by the Lessee within ten (10) days after demand for such payment is made to Lessee by Lessor accompanied with appropriate evidence of the Taxes.

          (c) Upon request by Lessee, Lessor shall execute any documents and take any actions necessary to contest, negotiate or appeal any Taxes that Lessee believes are unreasonable or inappropriate. Lessee shall pay all expenses and costs arising from such contest, negotiation or appeal, including any costs incurred by Lessor; provided Lessor shall not voluntarily incur any such costs without first receiving Lessee’s written approval.

          (d) In no event shall Lessee be liable for any penalty or interest charged in connection with the Taxes if such penalties or interest arise from an act or omission of Lessor.

     7. Insurance. (a) Lessee, at its expense, agrees to provide at all times during the term of this Lease, public liability and personal property damage insurance in commercially reasonable amounts, naming the Lessor and any mortgage-holder on the Premises as an additional insured. Lessee further covenants and agrees, at its expense, to maintain at all times all legally

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required workmen’s compensation insurance covering all persons employed by Lessee in or about the Premises.

          (b) During the term of this Lease, Lessee shall maintain fire and extended coverage insurance policies, insuring the Improvements in commercially reasonable amounts. Lessor shall be named as an additional insured on such policies.

          (c) A certificate evidencing the issuance of the policy or policies required hereunder shall be delivered to Lessor from time to time upon Lessor’s request. All such insurance shall contain an agreement by the insurance company that the policy or policies will not be cancelled, or coverage changed, without ten days prior written notice to Lessor.

     8. Waiver and Indemnity. (a) Lessee waives all claims against Lessor that are covered by insurance for damage to any property or injury to, or death of, any person in, upon or on the Premises arising during the term of this Lease and from any cause other than by reason of the gross negligence or willful misconduct of Lessor, its agents, employees, representatives or contractors to the extent that such waiver does not adversely affect Lessee’s liability and property damage insurance coverage. Lessee shall hold Lessor harmless from any claims for damage to any property or injury to, or death of, any person arising from the negligence or willful misconduct of Lessee. The provisions of this paragraph shall survive the end of the term of this Lease with respect to any damage, injury or death occurring before the end of the term. If Lessor is made a party to any litigation commenced by or against Lessee or relating to this Lease or the Premises, and provided that in such litigation Lessor is not finally adjudicated to be at fault, then Lessee shall pay all costs and expenses, including attorneys’ fees and court costs, incurred by or imposed upon Lessor because of any such litigation and the amount of all such costs and expenses, including attorneys’ fees and court costs, shall be a demand obligation owing to the Lessor by the Lessee.

          (b) Lessor waives all claims against Lessee that are covered by insurance for damage to any property or injury to, or death of, any person in, upon or on the Premises arising during the term of this Lease and from any cause other than solely by reason of the gross negligence or willful misconduct of Lessee, its agents, employees, representatives or contractors to the extent that such waiver does not adversely affect Lessor’s liability and property damage insurance coverage. Lessor shall hold Lessee harmless from any claims for damage to any property or injury to, or death of, any person arising from the negligence or willful misconduct of Lessor, its agents, employees, representatives or contractors. The provisions of this paragraph shall survive the end of the term of this Lease with respect to any damage, injury or death occurring before the end of the term. If Lessee is made a party to any litigation commenced by or against Lessor or relating to this Lease or the Premises, and

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provided that in such litigation Lessee is not finally adjudicated to be at fault, then Lessor shall pay all costs and expenses, including attorneys’ fees and court costs, incurred by or imposed upon Lessee because of any such litigation and the amount of all such costs and expenses, including attorneys’ fees and court costs, shall be a demand obligation owing to the Lessee by the Lessor.

     9. Repairs, Alterations and Maintenance. The Lessee shall at its own expense, make any repairs, alterations and replacements that Lessee deems necessary to keep the Premises and the Improvements in good condition, excepting ordinary wear and tear. Such repairs, replacements and alterations may be made by Lessee without the consent of Lessor required Except as provided herein, Lessor shall not be required to furnish any services or facilities or to make any repairs, alterations, or replacements in or to the Improvements. Lessor, at its expense, shall be solely responsible for maintaining all aspects of the Remainder Parcel, the Access Routes, and the Adjacent Facilities, including without limitation resurfacing, restriping, snow removal, landscaping, trimming of grass and other plants, general ongoing maintenance and extraordinary maintenance.

     10. Utilities. Lessor shall be responsible for bringing to the Premises all necessary utility facilities, including without limitation sewers, gas lines and electrical lines. Lessee shall be responsible for connecting such lines to the Improvements. Lessee shall pay for all water charges, sewer charges, sewer tax, gas, electricity, fuel and like utilities used or consumed on the Premises, including the operation of the heating, air conditioning and sprinkler systems.

     11. Damage and Destruction. (a) If the Improvements are damaged or destroyed by any cause whatsoever during the term of this Lease, the Lessee shall with reasonable promptness repair or replace the same to the extent of any insurance proceeds covering the loss; provided, however, that if such insurance proceeds are more than sufficient to pay the cost of such rebuilding, the Lessee shall be entitled to retain the surplus. If the insurance proceeds covering any loss to the Improvements are not sufficient to repair or replace the damage that caused the loss or if the Improvements are damaged to the extent that they cannot be replaced or repaired within six months using ordinary and reasonable efforts, and the damage was not caused by the negligence of Lessee, Lessee may terminate this Lease, all of the rights and obligations of the Lessee and Lessor contained herein shall cease as of such termination and Lessee may retain the insurance proceeds covering such loss.

          (b) Lessee shall be entitled to an equitable abatement of Rent for the period during which the Improvements or any portion thereof are unusable due to damage or destruction not directly caused by Lessee.

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     12. Condemnation. (a) If the whole or any part of the Premises shall be taken under the power of eminent domain, this Lease shall terminate as to the part so taken on the date the Lessee is required to yield possession thereof to the condemning authority. If the aforementioned taking renders the remainder of the Premises unsuitable for the Lessee’s use, either party may terminate this Lease as of the date Lessee is required to yield possession by giving notice to that effect within thirty (30 days after possession is yielded. After such notice is given pursuant hereto, this Lease and the rights and obligations of the parties hereunder shall cease as of the date possession is yielded and the Rent shall be adjusted as of such date.

          (b) Lessee shall be entitled to seek an award for the loss of its interest in the condemned Premises, and if an award is made solely to the Lessor, Lessee shall be entitled to such portion of the award as is equal to the fair market value of the Improvements and the value of the loss of Lessee’s business.

     13. Assignment and Subletting. Lessee may sublet or assign all or a portion of the Premises by giving written notice thereof to the Lessor.

     14. Encumbrances of Lessee’s Leasehold Interest. (a) On one or more occasions without Lessor’s consent, Lessee may mortgage, grant a deed of trust or otherwise encumber Lessee’s leasehold estate in the Premises under one or more leasehold mortgages or deeds of trust and assign this Lease as security; provided that the proceeds of the initial mortgage granted by Lessee with respect to the Premises must be used exclusively to pay or reimburse Lessee for the cost of Improvements. The proceeds from any refinancing of such mortgages may be used by Lessee for any purpose. For purposes of this Section 14, the term “mortgages” includes deeds of trust, and the term “leasehold mortgagee” shall mean the beneficiary of a deed of trust or mortgage with respect to this Lease.

          (b) If Lessee mortgages its leasehold estate in the Premises, Lessee shall give Lessor and the Master Lessor notice of such mortgage within thirty (30) days after the mortgage is executed and such notice shall include the name and address of the mortgagee. Lessor, and Master Lessor as required by the Master Lease, shall promptly upon notice of the communication purporting to constitute the notice acknowledge by an instrument in recordable form receipt of such communication as constituting the notice required herein.

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          (c) Lessor upon providing Lessee with any notice of default under this Lease, termination of this Lease or matter on which Lessor may predicate or claim a default shall at the same time provide copies of such notice to every leasehold mortgagee of which Lessor has been given written notice. No such notice shall have been deemed to be duly given unless a copy thereof has been provided to every leasehold mortgagee of which Lessor has been given written notice. After such notice has been given to a leasehold mortgagee, such leasehold mortgagee shall have the same period after receiving such notice for remedying any default or causing the same to be remedied as is given Lessee under this Lease.

          (d) Any provision contained in this Lease to the contrary notwithstanding, if any default shall occur which entitles Lessor to terminate this Lease, Lessor shall have no right to terminate this Lease unless following the expiration of the period of time given Lessee to cure such default Lessor shall notify every leasehold mortgagee of Lessor’s intent to so terminate at least thirty (30) days in advance of the proposed effective date of such termination if such default is capable of being cured by the payment of money and at least forty-five (45) days in advance of the proposed effective date of termination if such default is not capable of being cured by payment of money. The provisions of Subsection 14(d) below shall apply if during such thirty or forty-five day termination notice period any leasehold mortgagee shall (1) notify Lessor of such leasehold mortgagee’s desire that the Lease not terminate; (2) pay or cause to be paid all Rent or other payments then due or in arrears as specified in the termination notice to such leasehold mortgagee and which may become due during the thirty or forty-five day period; and (3) comply or in good faith, with reasonable diligence and continuity, commence to comply with all nonmonetary requirements of this Lease when in default and reasonably susceptible of being complied with by such leasehold mortgagee, provided however, that such leasehold mortgagee shall not be required to cure or commence to cure any default consisting of Lessee’s failure to satisfy and discharge any lien, charge or encumbrance against the Lessee’s interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such leasehold mortgagee.

          (e) If Lessor shall terminate this Lease by reason of any default of Lessee, and the leasehold mortgagee shall proceed in the manner provided for by Subsection 14(d) the specified date of termination of the Lease as fixed by Lessor in its termination notice shall be extended for a period of six (6) months provided that such leasehold mortgagee shall, during such six (6) month period: (1) pay or cause to be paid the Rent and other monetary obligations attendant under this Lease (including without limitation the payment of premiums for the insurance required under Section 7 above) as the same become due and continue its good faith efforts to perform all of Lessee’s obligations under this Lease excepting (A) obligations of Lessee to satisfy or

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otherwise discharge any lien, charge or encumbrance against Lessee’s interest in this Lease or the Premises junior in priority to the lien on the mortgage held by leasehold mortgagee and (B) nonmonetary obligations then in default and not reasonably susceptible to being cured by leasehold mortgagee, and (2) if not enjoined or stayed, take steps to acquire or sell Lessee’s interest in this Lease by foreclosure of the leasehold mortgage or other appropriate means and prosecute the same to completion with due diligence.

          (f) If at the end of such six (6) month period such leasehold mortgagee is complying with Subsection 14(e) this Lease shall not then terminate and the term for completion of such leasehold mortgagee of its proceedings to foreclose its mortgage shall continue as long as such leasehold mortgagee is enjoined or stayed from foreclosing and thereafter so long as such leasehold mortgagee proceeds to complete steps to acquire or sell Lessee’s interest in this Lease by foreclosure of the leasehold mortgage or upon other appropriate means by reasonable diligence and continuity. Nothing in this subsection however shall be construed to extend this Lease beyond the original term thereof as extended by a renewal option properly exercised by Lessee or leasehold mortgagee nor to require leasehold mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the leasehold mortgagee shall discontinue foreclosure proceedings, this Lease shall continue in full force and effect as if Lessee had not defaulted under the Lease.

          (g) If the leasehold mortgagee is complying with Subsection 14(e) upon the acquisition of Lessee’s estate herein by such leasehold mortgagee or its designee or any purchaser at a foreclosure sale or otherwise this Lease shall continue in full force and effect as if Lessee had not defaulted under this Lease.

          (h) For purposes of this Lease the making of a leasehold mortgage shall not be deemed to constitute an assignment or transfer of this Lease nor shall any leasehold mortgagee, as such, be deemed to be an assignee or transferee of this Lease. Furthermore, the making of a leasehold mortgage shall not be deemed to require such leasehold mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Lessee to be performed hereunder, but the purchaser at any sale of this Lease in any proceedings for the foreclosure of any leasehold mortgage or the assignee or transferee of this Lease under any instrument of assignment or transfer in lieu of foreclosure of any leasehold mortgage shall be deemed to be an assignee or transferee and shall be deemed to have agreed to perform all the terms, covenants and conditions on the part of the Lessee to be performed hereunder from and after the date of such purchase and assignment but only so long as such purchaser or assignee is the owner of the leasehold estate.

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          (i) Any leasehold mortgagee or other acquirer of the leasehold estate of Lessee pursuant to foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring Lessee’s leasehold estate, without further consent of Lessor, sell and assign the leasehold estate on such terms and to such persons and organizations as are acceptable to such mortgagee or acquirer and thereafter be relieved of all obligations under this Lease; provided that such assignee delivers to Lessor its written agreement to be bound by all the provisions of this Lease and such assignee has a “Net Worth” equal to or in excess of Lessee’s as of the date that Lessor commences gaming operations on the Entire Property increased by a percentage equal to the increase, if any, in the Consumer Price Index, All Urban Consumers, for the period between the date hereof and the date of the proposed transfer. The term “Net Worth” shall mean the excess of assets over liabilities as shown on an entity’s balance sheet prepared in accordance with sound accounting principles.

          (j) Notwithstanding any other provision of this Lease, any sale of this Lease in any proceeding for the foreclosure or any leasehold mortgage or assignment or transfer of this Lease in lieu of foreclosure of any leasehold mortgage shall be deemed to be a permitted transfer or assignment of this Lease and Lessor hereby consents to such assignment and transfer. Lessor agrees to execute such additional documents, agreements and instruments as may reasonably be required to encourage or facilitate a leasehold mortgage.

          (k) In addition to Lessor’s other obligations hereunder, Lessor will agree to subordinate its interest in the Premises to assist Lessee in obtaining financing involving the Premises.

     15. Default. Any one or more of the following events shall constitute an “Event of Default”:

          (a) The failure of Lessee to make any payment of rent when due if such failure is not cured within ten (10) days after Lessor gives Lessee written notice of such failure.

          (b) A vacation or abandonment of the Premises. Vacation or abandonment of the Premises shall include the failure to occupy the Premises for a continuous period of sixty (60) days or more whether or not Rent is paid.

          (c) The breach by Lessee of any of the covenants, conditions or provisions of this Lease when such breach shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee; provided however, that if the nature of the Lessee’s noncompliance is such that more than thirty (30) days are reasonably required for its cure then Lessee shall not be deemed to be in default if Lessee commences such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.

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          (d) The making by Lessee of any general arrangement or general assignment for the benefit of creditor, Lessee becoming a debtor as defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days), or the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises when such is not discharged within thirty (30) days.

     16. Remedies. Upon any Event of Default, Lessor may at any time thereafter with thirty (30) days prior written notice:

          (a) Terminate Lessee’s right to possession of the Premises in which case this Lease and the term hereof shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of Lessee’s default including but not limited to the cost of recovering possession of the Premises and expenses of reletting including necessary renovation and alteration of the Premises.

          (b) Perform on behalf and at the expense of Lessee any obligation that Lessee under the Lease has failed to perform and for which Lessor shall have given Lessee notice, the cost of which performance by Lessor, together with interest thereon at the rate of ten percent (10%) from the date of such expenditure shall be deemed additional rent and shall be payable by Lessee to Lessor on demand.

     17. Notice. Any request, demand or approval given or required to be given under this Lease shall be made in writing and shall be deemed given as follows:

If to Lessor:	Greenville Riverboat, LLC
	207 Grandview Drive
	Ft. Mitchell, Kentucky 41017
If to Lessee:	Sargasso Corporation
	207 Grandview Drive
	Ft. Mitchell, Kentucky 41017

     18. Memorandum. The parties hereby agree that upon the request of either party, each will execute, acknowledge and deliver a short form or memorandum of this Lease in recordable form.

     19. Successors and Assigns. This Lease and the covenants and conditions herein contained shall inure to the benefit of and be binding upon Lessor, its successors and assigns, and shall inure to the benefit of and be binding upon Lessee, its successors and assigns.

     20. Severability. If any term or provision or any portion thereof of this Lease or the application thereof to any person or

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circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such term or provision to different persons or circumstances shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.

     21. Construction. This Lease and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of the State of Mississippi.

     22. Net Lease. The parties intend for this Lease to be a net lease and unless otherwise expressly provided herein, all expenses in connection with the Premises shall be paid by Lessee.

     23. Waiver. Any waiver or extension of any right by either party on any one occasion shall not constitute a waiver or extension in any future event.

     24. Holdover. If Lessee holds over possession of the Premises for any period, the Rent shall be the same per month during the holdover term as the rent for the last month of the term increased by a percentage equal to the percentage increase, if any, in the Consumer Price Index, All Urban Consumers, during the period since this Lease was commenced or renewed.

     25. Lessor’s Access. Lessor shall have the right, upon forty-eight (48) hours prior notice, to inspect the Premises, provided that so long as Lessee is not in default, such inspections shall not be made more often than once per month.

     26. Quiet Enjoyment. Lessor covenants and agrees that Lessee shall have the quiet and peaceable possession and enjoyment of the Premises during the term of this Lease as against the lawful acts of third persons and as against the acts of all parties claiming title to or a right to the possession of the Premises, so long as Lessee pays the rents and other charges hereunder and observes and performs all of the other terms, covenants, and conditions of this Lease. Except as specifically provided in this Lease, Lessor shall have no interest in the Premises, the Improvements, or any revenues or profits therefrom.

LESSOR: GREENVILLE RIVERBOAT, LLC
By:	/s/ William C. Beegle
	William C. Beegle,
	Vice President

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LESSEE: SARGASSO CORPORATION
By:	/s/ Theodore R. Mitchel
	Theodore R. Mitchel,
	Secretary/Treasurer

STATE OF KENTUCKY	) )	SS:
COUNTY OF KENTON	)

     The foregoing instrument was acknowledged before me this 1^st day of July, 1996 by William C. Beegle, Vice President of GREENVILLE RIVERBOAT, LLC, a Mississippi Limited Liability Company, on behalf of the company.

/s/ Illegible  

Notary Public

My Commission Expires Oct. 24, 1998

STATE OF KENTUCKY	) )	SS:
COUNTY OF KENTON	)

     The foregoing instrument was acknowledged before me this 1^st day of July, 1996 by Theodore R. Mitchel, Secretary/Treasurer of SARGASSO CORPORATION, a Kentucky Corporation, on behalf of the corporation.

/s/ Illegible  

Notary Public 

My Commission Expires Oct. 24, 1998

This instrument prepared by:

Andrew R. Berger, Esq.
Katz, Teller, Brant & Hild
2400 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202-4724
(513) 721-4532

-12-

EXHIBIT A

346 S. GAMWYN DRIVE, P.O. BOX
GREENVILLE, MISSISSIPPI 38701
(601) 332-1655

DESCRIPTION:

Commencing at Station 213 + 65.16 of the Bank Protection Work Base line; thence South 42 degrees 06 minutes 10 seconds Fast 15.26 feet to an iron pipe and the Point of Beginning of the tract herein described; thence South 33 degrees 06 minutes 34 seconds West 434.39 feet; thence South 44 degrees 27 minutes 49 seconds West 143.39 feet to an iron pipe; thence South 58 degrees 28 minutes 46 seconds West 26.29 feet to an iron pipe; thence North 42 degrees 06 minutes 10 seconds West 126.60 feet to an iron pipe on the high bank of Lake Ferquson; thence continuing North 42 degrees 06 minutes 10 seconds West 147 feet to the mean low water mark of Lake Ferguson; thence meandering said low water mark the following three calls: North 26 degrees 57 minutes 24 seconds East 630.66 feet; North 33 degrees 06 minutes 34 seconds East 60.00 feet; North 37 degrees 34 minutes East 187.63 feet; thence South 42 degrees 06 minutes 10 seconds East 147 feet to an iron pipe on the high bank of Lake Ferguson; thence continuing South 42 degrees 06 minutes 10 seconds East 222.30 feet; thence South 33 degrees 06 minutes 34 seconds West 250.90 feet to the Point of Beginning, and being located in Section 4, Township 18 North Range 8 West, Washington County, Mississippi.

I certify that 1 have made a survey of the lands shown hereon, and that the same is true and correct to the best of my knowledge and belief.

/s/ G. F. Alexander, Jr. G. F. Alexander, Jr., P.E., P.L.S.
February 10, 1995

NOTE.
CROSS-MATCHED AREA
REPRESENTS THE
“YERGER PORTION”

EXHIBIT B

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207 GRANDVIEW DRIVE
FT. MITCHELL, KY 41017-2799
(606) 331-0091
FAX (606) 331-6383

December 15, 1998

Mr. William J. Yung, President
Greenville Riverboat, LLC
207 Grandview Drive
Ft. Mitchell, KY 41017

Re: Sublease Agreement dated June 26, 1996

Dear Mr. Yung:

Please accept this letter as our notice of our intent to renew the lease which was scheduled to mature on June 30, 1999 for an additional five years through June 30, 2004, as provided in paragraph 2 of the above referenced lease agreement.

Please sign below as acknowledgement of this lease extension.

Sincerely,

/s/ Theodore R. Mitchel Theodore R. Mitchel
Secretary/Treasurer

Acknowledged for Greenville Riverboat, LLC
By:	/s/ William J. Yung
	William J. Yung President
Dated:	12/15/98

-14-

EX-10.10(E)

10.10(e)

FIRST AMENDMENT TO
SUBLEASE AGREEMENT

     THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (the “First Amendment”) is made and entered into effective as of July 1, 2003 by and between GREENVILLE RIVERBOAT, LLC, a Mississippi limited liability company (“Lessor”) and SARGASSO CORPORATION, a Kentucky corporation (“Lessee”). Lessor and Lessee are sometimes hereafter collectively referred to as the “Parties,” and “Party” shall mean either of them.

     WHEREAS, on or about June 2 6, 1996, the Parties entered into that Sublease Agreement (the “Sublease”); and

     WHEREAS, the Parties desire to amend the Sublease in accordance with the terms of this First Amendment.

     NOW, THEREFORE, for and in consideration of the mutual promises, agreements, covenants, representations and warranties of toe Parties contained herein and in the Lease, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the Sublease is hereby amended as follows:

     1. Defined Terms. Except as otherwise set forth herein, all defined terms used in this First Amendment (which are capitalized for identification) shall have the meaning assigned to them in the Sublease.

     2. Term. Section 2 of the Sublease is hereby amended as

(a); The following is added to the end of sub-section 2(a) : “Notwithstanding the above, Lessee agrees that the Sublease shall be terminated simultaneously with the termination of the Master Lease.”

(b) Sub-section (b) is deleted in its entirety.

     3. Rent. Section 3 of the Sublease is hereby amended by deleting sub-section (b) in its entirety.

     4. Improvements. Section 4 of the Sublease is hereby amended and restated as follows:

     4. Improvements . The Lessee may, at its own expense, construct improvements on the Premises consistent with Section

August 8, 2003 (7:19 am)

5 of the Sublease (the “Improvements”) . Lessor irrevocably grants to Lessee the unrestricted right to adequate unobstructed means of ingress and egress over and across the Remainder Parcel and the Access Routes for purposes of such construction, including storage for construction materials. Upon the expiration or termination of this Sublease, all Improvements (including but not limited to site improvements, buildings, permanently installed equipment and “Fixtures”) shall become the property of Lessor. For purposes of this Sublease, “Fixtures” shall include permanently installed equipment such as sinks, light fixtures and chandeliers, bars, dishwashers, stoves, grills, ovens,, broilers, fryers, vent hoods, fire extinguisher systems, coolers, refrigerators, freezers, warmers, counters and cabinets, ice makers, built-in booths, and waste disposals; sewage disposal systems; electrical systems (including but not limited to generators); heating, air conditioning and ventilation systems; plumbing systems; telephone systems (excluding the actual telephones). Lessor acknowledges that under the terms of the Master Lease, all of such Improvements and Fixtures shall remain with the Entire Property and shall become the property of the Master Lessor upon termination of the Master Lease. Lessor agrees that Lessee shall have the right to remove its movable personal property (that is not attached to any of the improvements and that is not included within the definition of “Fixtures” as set forth above), and furniture and furnishings, to the extent Lessee desires to remove such items and to the extent that such items can be removed without causing structural damage or alterations to the remaining improvements on the Premises or to the Premises. Upon removal of any such personal property, Lessee shall properly repair any and all damage to the Premises (and the remaining improvements located thereon) caused by the removal. Notwithstanding anything contained herein to the contrary, Lessee agrees that it shall net remove any buildings, barges, bridges (or any components thereof) or improvements or Fixtures located in the area cross-hatched on Exhibit “A” hereto, the terms of which are incorporated herein by reference.

     5. Termination of Master Lease. Notwithstanding any provision of the Sublease to the contrary, the Parties agree that m the event the Master Lease is terminated for any reason, then the Sublease (and any renewal or extension thereof) shall be terminated simultaneously with the termination of the Master Lease.

August 8, 2003 (7:19 am)

2

     6. Extension of Sublease. Lessor acknowledges that by execution of this First Amendment, Lessee has exercised its right no renew the Lease for another five (5) year period beginning on July 1, 2004.

     7. Notice. Section 17 of the Sublease is hereby amended and restated in its entirety as follows:

     Section 17. Notice. Any notice or request to be given or furnished under the Sublease by either Party to the other Party shall be in writing and shall be delivered personally or sent via facsimile transmission or registered or certified mail, postage prepaid, or by prepaid overnight delivery service, at the addresses or facsimile numbers listed below. A notice or request shall be deemed to be given (i) when delivered personally, (ii) when sent by facsimile transmission, or (iii) when sent by certified mail or overnight. delivery service at the time of delivery as indicated on the duly completed U. S. Postal Service return receipt or at the time of package pickup as indicated on the records of or certificates provided by the overnight delivery service.

If to Lessor, to:

Wimar Tahoe Corporation, Manager
Greenville Riverboat, LLC
2 07 Grandview Drive
Ft. Mitchell, KY 41017
Attn: William J. Yung, President
Facsimile: 859-578-1190

If to Lessee, to:

Sargasso Corporation
207 Grandview Drive
Ft. Mitchell, KY 41017
Attn: William J. Yung, President
Facsimile: 859-578-1190

— Remainder of Page Intentionally Left Blank —

August 8, 2003 (7:19 am)

3

SARGASSO CORPORATION, A Kentucky corporation, LESSEE
By:	/s/ William J. Yung
	Name:	William J. Yung
	Title:	President

GREENVILLE MARINE CORPORATION, a Mississippi corporation and the Master Lessor, executes this First Amendment for purposes of acknowledging, consenting and agreeing to the amendments of the Sublease as set forth above.

GREENVILLE MARINE CORPORATION, a Mississippi corporation
By:	/s/ D. John Nichols
	D. John Nichols, President

August 8, 2003 (7:19 am)

5

STATE OF Kentucky

COUNTY OF Kenton

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state, on this 11th day of August, 2003, within my jurisdiction, the within named William J. Yung, who acknowledged that he is President of Wimar Tahoe Corporation, a Nevada corporation, the sole Manager of Greenville Riverboat, LLC, a Mississippi limited liability company, and that for and on behalf of said limited liability company and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.

/s/ Illegible

Notary Public
 

My commission expires:

_______________________

STATE OF Kentucky

COUNTY OF Kenton

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state, on this 11^th day August, 2003, within my jurisdiction, the within named William J. Yung, III, who acknowledged that he is the President of Sargasso Corporation, a Kentucky corporation, and that for and on behalf of said corporation and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.

/s/ Illegible

Notary Public
 

My commission expires:

August 8, 2003 (7:19 am)

6

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the said county and state, on this 8 day of August, 2003, within my jurisdiction, the within named D. John Nichols, who acknowledged that he is President of Greenville Marine Corporation, a Mississippi corporation, and that for and on behalf of said corporation and as its act and deed, he executed the foregoing instrument after having first been duly authorized so to do.

/s/ Illegible

Notary Public
 

My commission expires:
11/21/03

August 8, 2003 (7:19 am)

7

EX-10.11

EXHIBIT 10.11

AMENDED AND RESTATED

MASTER AGREEMENT OF PURCHASE AND SALE

BETWEEN

THE MAYOR AND ALDERMEN

OF THE CITY OF VICKSBURG, MISSISSIPPI

AND

COLUMBIA PROPERTIES VICKSBURG, LLC,

A MISSISSIPPI LIMITED LIABILITY COMPANY

TABLE OF CONTENTS

DEFINITIONS	1
ARTICLE 1	5
Section 1.01 Columbia’s Payments to the City Upon Transfer of Riverboat Casino	5
Section 1.01.1. Amount of Payments	5
Section 1.01.2. Timing and Reporting of Payments	6
Section 1.01.3. Means of Payment	6
Section 1.01.4. Columbia’s Accounting Records	6
Section 1.01.5. City’s Right to Audit	6
Section 1.01.7. Late Payment	7
ARTICLE 2. SHORESIDE FACILITIES SITES DEVELOPMENT	7
Section 2.01. Shoreside Facilities Sites Development	7
Section 2.02. Columbia’s Right to Perform Alterations and Construct Additions to Casino Support Facilities	8
Section 2.03. Floodwall	8
Section 2.04. Columbia’s Obligation to Maintain Casino Support Facilities	8
Section 2.05. Insurance	8
Section 2.05.1. Columbia to Insure	9
Section 2.05.1.1. Casualty	9
Section 2.05.1.2. Liability	9
Section 2.05.1.3. Workers’ Compensation	9
Section 2.05.1.4. Other	10
Section 2.05.2. Nature of Insurance Program	10
Section 2.05.3. Policy Requirements and Endorsements	10
Section 2.05.3.1. Additional Insureds	10
Section 2.05.3.2. Primary Coverage	10
Section 2.05.3.3 Columbia’s Acts or Omissions	10
Section 2.05.3.4. Insurance Carrier Standards	10
Section 2.05.3.5. Notice to the City	10
Section 2.05.4. Deliveries to the City	10
Section 2.05.5. Blanket and Umbrella Policies	11
Section 2.05.6. Columbia’s Inability to Obtain Insurance	11
Section 2.05.7. Waiver of Certain Claims	11
Section 2.05.8. No Representation of Adequate Coverage	11
Section 2.06. Damage or Destruction	11
Section 2.06.1. Notice; No Payment Abatement	12
Section 2.06.2. Adjustment of Claims; Use of Insurance Proceeds	12
Section 2.06.3 Depository	12
Section 2.07. Quiet Enjoyment	13
ARTICLE 3. CITY GARAGES	13

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Section 3.01. City Garages	13
ARTICLE 4. INITIAL RIVERBOAT CASINO	13
Section 4.01. Initial Riverboat Casino	13
ARTICLE 5. ADDITIONAL COLUMBIA RIVERBOAT CASINO	14
Section 5.01. Additional Columbia Riverboat Casino	14
ARTICLE 6. CASINO DEVELOPMENT RESTRICTION ON THIRD PARTIES	15
Section 6.01. Casino Development Restriction on Third Parties	15
ARTICLE 7. TERMINATION FEE	16
Section 7.01. Termination Fee	16
Section 7.02. Permanent Removal of Second Riverboat Casino But First Riverboat Casino Remains in Operation	18
ARTICLE 8. EMPLOYMENT IN LOCAL COMMUNITY	18
Section 8.01. Employment in Local Community	18
ARTICLE 9. CITY’S REVERSIONARY INTEREST IN SHORESIDE FACILITIES SITES	18
Section 9.01. City’s Reversionary Interest	18
Section 9.02. Exchange of Deeds	18
ARTICLE 10. CLAUSES TO ENSURE MORTGAGEABILITY OF THE SHORESIDE FACILITIES SITES	19
Section 10.01. Rights to Mortgage Shoreside Facilities Sites	19
Section 10.02. Estoppel Certificates	19
Section 10.02.1. Rights of Each Party	19
Section 10.02.2. Failure to Execute Estoppel Certificate	19
Section 10.02.3. Delivery of Estoppel Certificates	20
Section 10.03. Event of Default	20
Section 10.03.1. Monetary Default	20
Section 10.03.2. Non-Monetary Default	20
Section 10.03.3. Remedies	21
Section 10.03.4. Pending Dispute Regarding Event of Default	21
Section 10.04. In the Event Columbia Temporarily Ceases to Operate the Casino Support Facilities or the Riverboat Casino	22
Section 10.05. Other Mortgagee Protection Provisions	22
Section 10.05.1. Modifications Required by Mortgagee	23
Section 10.05.2. Initial Notice	23
Section 10.05.3. Termination of Mortgagee’s Rights	23
Section 10.05.4. Cancellation, Surrender, Amendment, Etc.	23
Section 10.05.5. Copies of Notices	23

ii

Section 10.05.6. Columbia’s Cure Period Expiration Notice	24
Section 10.05.7. Right to Perform Covenants and Agreements	24
Section 10.05.8. Transfer of Columbia’s Rights	24
Section 10.05.9. Notice of Default and Mortgagee’s Cure Rights	24
Section 10.05.10. Effect of Cure	25
Section 10.05.11. Quiet Enjoyment	26
Section 10.05.12. Failure by Mortgagee to Cure Events of Default	26
Section 10.05.13. Mortgagee’s Right to Enter the Shoreside Facilities Sites	26
Section 10.05.14. Rights of Mortgagee Upon Acquiring Control	26
Section 10.05.15. Payments Made by Mortgagee	27
Section 10.06. Prohibition on City Granting Mortgage	27
Section 10.07. Bankruptcy	27
Section 10.07.1. Affecting Columbia	27
Section 10.07.2. Affecting the City	27
Section 10.08. Default by the City	28
ARTICLE 11. REPRESENTATIONS, WARRANTIES AND COVENANTS	28
Section 11.01. Representations and Warranties	28
Section 11.02. Covenants	30
Section 11.03. Survival of Representations, Warranties, and Covenants	30
Section 11.04. Columbia’s Representations and Warranties	31
ARTICLE 12. MISCELLANEOUS	31
Section 12.01. Execution by Both Parties	31
Section 12.02. Captions	31
Section 12.03. Entire Agreement	31
Section 12.04. Successors and Assigns	31
Section 12.05. Sale of Fee Simple Title	32
Section 12.06. Gender and Number	32
Section 12.07. Attorneys’ Fees and Other Costs	32
Section 12.08. Governing Law	33
Section 12.09. Notices	33
Section 12.10. Period of Time	34
Section 12.11. Preparation of Agreement	34
Section 12.12. Exhibits	34
Section 12.13. Further Agreements	34
Section 12.14. No personal Liability	34
Section 12.15. Agreement to Cooperate	34
Section 12.17. Authority to Execute	35
Section 12.18. Force Majeure	35
Section 12.19. City as Landowner	35
Section 12.20. Counterparts	35
Section 12.21. Recording Fees	35

iii

AMENDED AND RESTATED
MASTER AGREEMENT OF PURCHASE AND SALE

     This Amended and Restated Master Agreement of Purchase and Sale (this “Agreement”) is made and entered into by and between THE MAYOR AND ALDERMEN OF THE CITY OF VICKSBURG, MISSISSIPPI (“City”), and COLUMBIA PROPERTIES VICKSBURG, LLC, a Mississippi limited liability company (“Columbia”).

RECITALS:

     A. The City implemented a master riverfront redevelopment plan for downtown Vicksburg which included a riverboat casino and a hotel initially owned by Harrah’s Vicksburg Corporation. The City and Harrah’s entered into a Master Agreement for Purchase and Sale dated January 21, 1993, and recorded in Book 978, page 366 of the Warren County Mississippi Land Records. For and in consideration of the mutual promises and covenants set forth herein the City and Columbia desire to modify certain provisions of the original Master Agreement for Purchase and Sale.

     B. Columbia desires to operate a riverboat casino and hotel as part of the City’s riverfront redevelopment plan for downtown Vicksburg.

DEFINITIONS

Capitalized terms found herein shall have the meaning ascribed to them in the Master Agreement of Purchase and Sale, dated January 21, 1993, between The Mayor and Aldermen of the City of Vicksburg, Mississippi and Harrah’s Vicksburg Corporation, unless defined herein.

     The following defined terms shall have the stated meanings for the entire Agreement unless otherwise specifically stated in the Agreement itself:

     “Agreement” shall mean this Amended and Restated Master Agreement of Purchase and Sale made and entered into by and between The Mayor and Aldermen of the City of Vicksburg, Mississippi and Columbia Properties Vicksburg, LLC, a Mississippi limited liability company.

     “Bankruptcy Proceedings” shall mean any proceeding involving a party to this Agreement under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors.

     “Casino Opening Date” shall mean that specific date on which the Casino commenced operations in Mississippi: November 15, 1993.

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     “Casino Support Facilities” shall mean the pavilions, walkways, boardwalks, and docking facilities required to bring customers from the Hotel to the Riverboat Casino, the City Garages, and related facilities.

     “Casualty” shall mean any damage or destruction affecting (i) the Casino Support Facilities; or (ii) the Riverboat Casino, the Second Riverboat Casino or a substitute riverboat casino.

     “City Garages” shall mean the two parking garages containing 800 parking spaces owned by Columbia.

     “City Property” shall mean Tract 12, the Crawford Street Property, Tract 11, Tract 39, Air Right Property, Tract 15, Tract 63 and the Second Riverboat Property, formerly owned by the City and sold to Harrah’s. See attached Exhibit “A”.

     “Columbia Sussex Corporation, Inc. (“CSC”)” shall mean that specific company which is providing a guaranty on behalf of Columbia in this transaction.

     “Consumer Price Index” shall mean the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, United States City Average, all items (1982-1984 = 100). If such index is no longer published, then Columbia shall designate a successor or replacement index of substantially equivalent reliability and objectivity. The Consumer Price Index in effect for any given date shall be deemed to refer to the Consumer Price Index last published before such date.

     “Effective Date” shall mean that date upon which the Amended and Restated Master Agreement of Purchase and Sales has been fully executed and delivered by Columbia and the City.

     “Event of Default” shall mean the occurrence of any one or more of the circumstances set forth in Section 10.03 arising in relation to the Shoreside Facilities Sites after the Transfer Date (subject to the rights of mortgagees set forth herein).

     “Fiscal Month” shall mean Columbia’s actual fiscal month as in effect from time to time. Such term shall also mean and refer to any partial fiscal month arising because of a change in Columbia’s fiscal month, subject to proration of any periodic payments calculated on the basis of a Fiscal Month.

     “Fiscal Year” shall mean Columbia’s actual fiscal year as in effect from time to time. Such term shall also mean and refer to any partial fiscal year arising because of a change in Columbia’s fiscal year or because of a variation between the commencement date of Columbia’s fiscal year and the date when Columbia is required to commence to pay the Percentage Amount

2

calculated with respect to each Fiscal Year (in each case subject to proration of any periodic payments calculated on the basis of a Fiscal Year).

     “Fixed Amount” shall mean the amount payable by Columbia to the City, defined as $562,939.56 per annum, adjusted annually by the Consumer Price Index, with the base year being 2003. The annual adjustment will be calculated as of December 1st.

     “Force Majeure” shall mean an event of force majeure shall include, but not be limited to, acts of war, insurrection, civil strife and commotion, labor unrest, acts of God or the discovery of Hazardous Chemicals.

     “Gross Revenues” shall mean all revenues of any nature derived directly or indirectly from the Casino Support Facilities and the Riverboat Casino, including Net Gaming Revenue Win, as defined, food and beverage sales and other rental or other receipts from lessees, sublessees, licensees and concessionaries (but not the gross receipts of such lessees, sublessees, licensees or concessionaires, provided that such lessees, sublessees, licensees and concessionaires are not subsidiaries or affiliates of Columbia), and revenue recorded for complimentary food and beverage and merchandise extended to patrons as promotional items. The revenue from the City Garages and the hotel rooms are hereby specifically excluded from the calculation of Gross Revenues.

     “Harrah’s Vicksburg Corporation” or “Harrah’s” shall mean that corporation licensed by the Mississippi Gaming Commission and operating the facilities that are the subject of this Agreement and a party to the original Master Agreement prior to the Transfer Date.

     “Hazardous Chemical” shall mean any toxic or hazardous substance as defined in 42 U.S.C. § 9601(14); any petroleum product, including, without limitation, crude oil or any fraction thereof, natural gas liquid, liquefied natural gas or synthetic gas, asbestos and other pollutants, and any chemical subject to reporting under EPCRKA; has attached to (or been asserted to exist with respect to) the Hotel Site by reason of any state, federal or local agency or body expending monies to clean up or remove any substance referred to in Section 11.01(r).

     “Hotel” shall mean the Hotel adjacent to the riverboat Casino which contains 117 rooms and various other related facilities.

     “Net Gaming Revenue Win” shall mean the sum total of (a) cash received as winnings from slot machines, table games, keno, sportsbook, racebook, poker bingo and other games; (b) cash received in payment for credit extended by Columbia to a patron for purposes of gaming; and (c) compensation received for conducting any game in which Columbia is not party to a wager; less the total of all cash paid out as losses to patrons, those amounts paid to purchase annuities to fund losses paid to patrons over several years by independent financial institutions and any other items made deductible as losses in the ordinary course of business according to Columbia’s standard accounting system.

3

     “Net Revenues” shall mean Gross Revenues, as defined, less the following revenues actually received by Columbia and included in Gross Revenues: (i) any gratuities or service charges added to a customer’s bill; (ii) any credits or refunds made to customers, guests or patrons; (iii) any sums and credits received by Columbia for lost or damaged merchandise; (iv) any sales taxes, excise taxes, gross receipt taxes, admission taxes, entertainment taxes, tourist taxes or charges received from patrons and passed on to a governmental or quasi-governmental entity (This is specifically not intended to create a deduction for any state, county or municipal tax on gaming revenues or gaming equipment which are imposed on the operator of a gaming facility.); (v) any proceeds from the sale or other disposition of furnishings and equipment or other capital assets; (vi) any fire and extended coverage insurance proceeds; (vii) any condemnation awards; (viii) any proceeds of financing or refinancing; (ix) any interest on bank account(s); and (x) revenues representing complimentary food and beverage and merchandise extended to patrons as promotional items.

     “Percentage Amount” shall mean the 1.5 percent (1.5%) of Net Revenues Columbia agrees to pay the City annually in addition to the Fixed Amount.

     “Prime Rate” shall mean the prime rate or equivalent “base” or reference” rate for corporate loans that, at Columbia’s election, by notice to the City, is: (a) published from time to time in The Wall Street Journal; (b) announced from time to time by Citibank, N. A., New York, New York, or any other large United States “money center” commercial bank designated by Columbia; or (c) if such rate is no longer so published or announced, then a reasonably equivalent rate published by an authoritative third party designated by Columbia, subject to the City’s consent which shall not be unreasonably withheld. Notwithstanding anything to the contrary in this paragraph, the Prime Rate shall never exceed the highest rate of interest legally permitted to be charged in transactions of the character of this Agreement between parties of a character similar to the City and Columbia.

     “Riverboat Casino” shall mean a riverboat casino containing approximately 20,000 square feet of casino space and approximately 900 gaming positions which will be docked or moored in and connected with the Casino Support Facilities.

     “Second Riverboat Casino” shall mean that certain riverboat casino located or to be located on the Second Riverboat Property. The exterior of the Second Riverboat Casino shall resemble the paddlewheel or side wheel riverboats that were an integral part of the Mississippi riverboat history.

     “Second Riverboat Property” shall mean that certain additional 450 feet of tract 63 along the floodwall as generally depicted on Exhibit “A” which property shall be adjacent to that certain waterfront property defined as Tract 63 herein, on which the Riverboat Casino will be docked.

4

     “Shoreside Facilities Sites” shall mean, collectively, Tracts 11 and 39, Tract 15, Tract 63, the Second Riverboat Property, Air Right Property, and Selby Property, subject to the City’s reversionary rights.

     “Transfer Date” shall mean the date upon which the Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino; Hotel; Casino Support Facilities; and all other properties and facilities contemplated in the Agreement are transferred from the Harrah’s Vicksburg Corporation to Columbia.

     “Transfer of Ownership” shall mean that transfer of the Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino; Hotel; Casino Support Facilities; and all other properties and facilities contemplated in the Agreement that are transferred from Harrah’s Vicksburg Corporation to Columbia.

     “Waiver of Subrogation” shall mean a provision in, or endorsement to, any insurance policy required by this Agreement, by which the insurance carrier agrees to waive all rights of recovery by way of subrogation against either party to this Agreement in connection with any loss covered by such insurance policy.

A G R E E M E N T:

     IN CONSIDERATION OF THE SUMS TO BE PAID BY COLUMBIA TO THE CITY, THE COVENANTS, AGREEMENTS AND WARRANTIES OF THE PARTIES HEREIN CONTAINED, AND IN CONSIDERATION OF THE RECITALS SET FORTH ABOVE, WHICH ARE HEREBY INCORPORATED AS PART OF THIS AGREEMENT BY REFERENCE, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE CITY AND COLUMBIA AGREE AS FOLLOWS:

ARTICLE 1

     Section 1.01 Columbia’s Payments to the City Upon Transfer of Riverboat Casino.

                    Section 1.01.1. Amount of Payments. In consideration for Columbia’s acquisition of fee simple title subject to the City’s reversionary interest therein to Tracts 11 and 39, Tract 15, Tract 63, the Second Riverboat Property, the Selby Property and the Air Right Property, and in consideration for the City granting Columbia the exclusive casino development on City-owned or leased property, upon the transfer of ownership of the Riverboat Casino (“Transfer Date”) and continuing until the date 30 years thereafter, Columbia agrees to pay the City $562,939.56 per annum adjusted annually by the Consumer Price Index, as defined, with the base year being the calendar year of the Transfer Date (2003) (“Fixed Amount”), plus 1.5 percent (1.5%) of Net Revenues, as term is defined, (“Percentage Amount”). The Percentage

5

Amount shall be payable monthly, on the 20th of the month, and is based on the preceding month’s revenue. Inasmuch as amounts due the City will be prorated between Columbia and Harrah’s on the Transfer Date, Columbia shall pay the Percentage Amount for the entire month that the Transfer Date occurs, including that portion applicable to Harrah’s. Columbia shall also pay the Percentage Amount due for the month preceding the Transfer Date if the Transfer Date is on or prior to the 20th of the month.

          Section 1.01.2. Timing and Reporting of Payments. Columbia shall pay the Fixed Amount in equal monthly installments in advance on the twentieth (20^th) day of each Fiscal Month, as defined, with the first payment becoming due the month that the Transfer Date occurs if the Transfer Date is prior to the 20th of the month. If the Transfer Date is on or after the 20th, then the first payment shall be made the 20th of the following month.

          Section 1.01.3. Means of Payment. Columbia shall pay all amounts payable to the City under Section 1.01 by either of the following, at Columbia’s election, which election Columbia may change from time to time by at least thirty (30) days notice to the city: (a) good and sufficient check (subject to collection) delivered to the City; or (b) wire transfer to the City’s bank account, which the City shall identify to Columbia upon request (and the City shall have the right to change from time to time by at least thirty (30) days notice to Columbia).

          Section 1.01.4. Columbia’s Accounting Records. Columbia shall maintain (in Vicksburg or at a central accounting location identified to the City upon request) accounting records and procedures complying with Columbia’s accounting standards to enable Columbia to calculate any Percentage Amount due. Columbia shall preserve Columbia’s books and records relating to each Fiscal Year, as defined, for at least three (3) years after the end of such Fiscal Year. If at the conclusion of such three-year period a dispute is pending between the City and Columbia regarding the amount of Net Revenues, then Columbia shall continue to preserve such records pending the final disposition of such dispute. Columbia shall not be responsible for any of Harrah’s accounting records. Any information regarding Harrah’s accounting, desired by the City, shall be requested, by the City, directly from Harrah’s prior to the Transfer Date.

     Section 1.01.5. City’s Right to Audit. Within (and in no event later than) one hundred eighty (180) days after the end of each Fiscal Year, the City shall be entitled to cause a certified public accountant designated by the City (and approved by Columbia, such approval not to be unreasonably withheld) to audit Columbia’s books and records relevant to the calculation of Net Revenues reported by Columbia during the preceding Fiscal Year. Any audit shall be performed in a reasonable manner, during ordinary business hours and without unreasonably interfering with Columbia’s business. If such audit reveals that Net Revenues were understated, then within thirty (30) days after receipt of the audit with appropriate backup documentation, Columbia shall pay the net additional Percentage Amount due on account of the audit corrections. If such audit reveals that Net Revenues were overstated, then Columbia shall be entitled to a credit against the next payment(s) of the Percentage Amount in an amount equal to the previous overpayment revealed by the audit corrections. Any adjusting payment on account of previous overpayment

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or underpayment shall bear interest at the Prime Rate, as defined, from the date it would have been paid (or the date of Columbia’s previous overpayment, if applicable) had Columbia’s annual statement been correct until the date actually paid or credited. If Percentage Amount was understated by more than 5 percent (5%), then Columbia shall pay the reasonable cost of such audit; otherwise the audit shall be conducted at the City’s expense.

          Columbia hereby agrees to permit the City to obtain from the state of Mississippi copies of any of its filings in relation to the development described herein, including the sales tax, gross revenues tax and any other tax-related information. Columbia hereby authorizes the state of Mississippi tax commission or other applicable governmental entity to release such information as requested in writing by the City. The City shall provide Columbia with a copy of any request made for the above described information.

          Section 1.01.6. INTENTIONALLY OMITTED

          Section 1.01.7. Late Payment. If Columbia makes any payment required under this Section 1.01 more than thirty (30) days after such payment is first due and payable, then in addition to any other remedies the City may have, and without reducing or adversely affecting any of the City’s other rights and remedies, Columbia shall pay the City, within thirty (30) days after demand, interest on such late payment, at an interest rate equal to the Prime Rate, beginning on the thirty-first (31^st) day after such payment was first due and payable and continuing until the date when Columbia actually makes such payment. If Columbia makes any payment due under this Section 1.01 more than thirty (30) days after such payment is due and Columbia has, during the preceding Fiscal Year, twice previously failed to make any payment due under this Section 1.01 within thirty (30) days after such payment was first due and payable, then, in addition to any other remedies the City may have, and without reducing or adversely affecting any of the City’s other rights and remedies, Columbia shall within thirty (30) days after demand pay the City interest on such late payment, at an interest rate equal to the Prime Rate, beginning on the date such payment was first due and payable and continuing until the date when Columbia actually makes such payment.

ARTICLE 2
SHORESIDE FACILITIES SITES DEVELOPMENT

     Section 2.01. Shoreside Facilities Sites Development.

     The City shall give Columbia its full cooperation and shall cause its employees and representatives to assist Columbia in applying for and obtaining any re-zoning, licensing, and permitting processes required by the municipality for the development of the Casino Support Facilities on the Shoreside Facilities Sites to be undertaken in an expeditious manner.

     If Columbia so elects, the City, at Columbia’s expense, will either apply for or jointly apply for with Columbia all U.S. Army Corps of Engineers permits required to undertake the

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dredging and construction activity on the Yazoo River necessary to continue to dock the riverboat casino and related facilities. Upon the reversion of fee simple title to the City, any U.S. Army Corps of Engineers permits or licenses received in relation to the Casino Support Facilities which are assignable or transferable shall be assigned or transferred by Columbia to the City.

     Section 2.02. Columbia’s Right to Perform Alterations and Construct Additions to Casino Support Facilities. At Columbia’s sole cost and expense, Columbia shall be entitled, but not required, to make and from time to time alter, modify or reconstruct any improvements, repairs or alterations to the Casino Support Facilities as Columbia shall consider necessary or appropriate. Columbia, at its sole cost and expense, shall have the right to add facilities to the Casino Support Facilities or on the Shoreside Facilities Sites. Columbia shall have the right to demolish existing Casino Support Facilities provided that the demolished Casino Support Facilities are replaced with Casino Support Facilities of comparable value to those demolished. In the event Columbia desires to demolish all or a part of the Casino Support Facilities and not replace such Casino Support Facilities with new Casino Support Facilities of a comparable value, Columbia shall obtain the written approval of the City prior to the commencement of demolition. Columbia shall perform all construction work in connection with any improvement, repair or alteration to the Casino Support Facilities or additions on the Shoreside Facilities Sites in substantial compliance with all applicable laws, permits, regulations, licenses and codes.

     When alterations or additions are made to the Casino Support Facilities, an “As Built” set of plans reflecting such alterations or additions shall be delivered to the City after such alterations and additions are completed.

     The City has agreed to close that portion of South Street where Columbia owns both sides of the street. Columbia will file a petition to close that portion of South Street, reserving access rights to the floodwall and gates to meet the City’s obligation under its agreement with the U.S. Army Corps of Engineers. The City agrees to assist Columbia in filing any such petition. The City further agrees to assist Columbia with any additional petition to close the streets.

     Section 2.03. Floodwall. Columbia agrees to keep the floodwall gates on Tract 15, Tract 63 and the Second Riverboat Property open and accessible to the City so that said floodwall gates can be closed by the City in the event of high water. Columbia furthermore agrees to give the City access over the Shoreside Facilities Sites to the floodwall located on the Shoreside Facilities Sites to perform maintenance and repair on said portion of the floodwall. Until such time as the Second Riverboat Property is utilized for the Second Riverboat Casino, the Clay Street entrance at the floodwall shall remain open for public vehicular and pedestrian use. It is not the intention of the parties to covey the strip of land on which the floodwall actually sits.

     Section 2.04. Columbia’s Obligation to Maintain Casino Support Facilities. Columbia agrees to maintain the Casino Support Facilities, as periodically altered or constructed, in good order, condition and repair subject to Casualty, as defined, and reasonable wear and tear.

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     Section 2.05. Insurance.

          Section 2.05.1. Columbia to Insure. Columbia shall, at Columbia’s sole cost and expense, prior to reversion of the Shoreside Facilities Sites and the Casino Support Facilities located thereon to the City, maintain the following insurance (or its then reasonably available equivalent):

               Section 2.05.1.1. Casualty. Casualty insurance providing coverage for the Shoreside Facilities Sites and Casino Support Facilities and all equipment, fixtures, and machinery at or in the Casino Support Facilities, against loss, damage, and destruction by fire and other hazards encompassed under broad form coverage as may be customary for like properties in Warren County in the state of Mississippi (but Columbia shall in no event be required to maintain war risk insurance) from time to time, in an amount not less than 80 percent (80%) of the replacement value of the insurable buildings, structures, improvements and equipment (excluding excavations and foundations) located on the Shoreside Facilities Sites, but in any event sufficient to avoid co-insurance in the event of a partial loss. To the extent customary for like properties at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located in the Casino Support Facilities; an “increased cost of construction” endorsement; and an endorsement covering demolition and cost of debris removal.

               Section 2.05.1.2. Liability. General public liability insurance against claims for personal injury, death or property damage occurring upon, in or about the Casino Support Facilities or on the Shoreside Facilities Sites, including so-called garage keeper’s legal liability coverage. The coverage under all such liability insurance shall be at least TEN MILLION DOLLARS AND 00/100 ($10,000,000) in respect of injury or death to a single person, and at least TEN MILLION DOLLARS AND 00/100 ($10,000,000), in respect of any one accident, and not less than TEN MILLION DOLLARS AND 00/100 ($10,000,000) for property damage. The City shall be entitled, from time to time, upon one hundred eighty (180) days notice to Columbia to increase the dollar limits set forth in this paragraph, subject to the following limitations, which shall be cumulative: (a) such increased limits shall never exceed the limits initially set forth plus an increase proportionate to the increase in the Consumer Price Index from the Casino Opening Date to the date of the adjustment, rounded to the nearest million dollars; (b) such limits shall never exceed the limits customarily maintained for similar commercial properties located in Warren County; and (c) the City shall not be entitled to increase such limits more frequently than once every three (3) years.

               Section 2.05.1.3. Workers’ Compensation.

               Workers’ compensation insurance covering all persons employed in connection with the construction, alteration, repair or operation of the Casino Support Facilities, and with respect to whom any claim could be asserted against the City.

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               Section 2.05.1.4. Other. All insurance required by any mortgage and such other insurance as Columbia determines appropriate in exercise of Columbia’s reasonable business judgment.

          Section 2.05.2. Nature of Insurance Program. Any or all insurance required by this Agreement may be provided by a “captive” insurance company affiliated with Columbia or, by notice to the City specifying the risks being covered by self-insurance, through a self-insurance program provided, in the latter case, that the self-insuring entity is (a) an affiliate or subsidiary of Columbia or its parent company; or (b) any other substantial entity that, in the City’s reasonable judgment, has sufficient assets and net worth under the circumstances.

          Section 2.05.3. Policy Requirements and Endorsements. All insurance policies required by this Agreement shall contain (by endorsement or otherwise) the following provisions:

               Section 2.05.3.1. Additional Insureds. To the extent consistent with ordinary insurance practices, liability insurance policies shall name as additional insured the City and any mortgagees.

               Section 2.05.3.2. Primary Coverage. All policies shall be written as primary policies not contributing with or in excess of any coverage that the City may carry.

               Section 2.05.3.3. Columbia’s Acts or Omissions. Each policy shall include, if available without additional cost, a provision that any act or omission of Columbia shall not prejudice any other party’s rights (other than Columbia) under such insurance coverage.

               Section 2.05.3.4. Insurance Carrier Standards. Each insurance carrier shall be authorized to do business in the state of Mississippi and shall have a “Best’s” rating of at least A VII, except to the extent such insurance is provided in compliance with this Agreement by an affiliated “captive” insurance company or pursuant to Columbia’s self-insurance program.

               Section 2.05.3.5. Notice to the City. The insurance carrier shall undertake to give the City thirty (30) days prior written notice of cancellation or non-renewal, other than on account of nonpayment of premiums, provided that (except in the case of a “captive” insurance carrier) failure to give such notice shall not adversely affect the rights or increase the obligations of the insurance carrier.

          Section 2.05.4. Deliveries to the City. Upon notice to such effect by the City, Columbia shall deliver to the City policies or certificates or certified copies of the insurance policies required by this Agreement, endorsed “Paid” or accompanied by other evidence that the premiums for such policies have been paid before the expiration of any then current policy.

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          Section 2.05.5. Blanket and Umbrella Policies. Columbia may provide any insurance required by this Agreement pursuant to a “blanket” or “umbrella” insurance policy, provided that (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the Shoreside Facilities Sites and Casino Support Facilities, which amount(s) shall be subject to reduction on account of claims made with respect to other properties; and (ii) such policy otherwise complies with this Agreement.

          Section 2.05.6. Columbia’s Inability to Obtain Insurance. If (a) any insurance required by this Agreement should, after diligent effort by Columbia, be unobtainable at commercially reasonable rates through no act or omission by Columbia; and (b) Columbia shall obtain the maximum insurance reasonably obtainable and give written notice to the City of the extent of Columbia’s inability to obtain any insurance required to be maintained under this Agreement, then unless Columbia’s inability to procure and maintain such insurance results from some activity or conduct within Columbia’s reasonable control, Columbia’s obligation to procure and maintain such insurance as is unobtainable shall be excused. To the extent that such insurance may be obtainable by the City at a cost per million dollars of coverage not exceeding 110 percent (110%) of the cost per million dollars of coverage of the insurance of the same type actually obtained by Columbia, the City may (unless Columbia has elected to self-insure, in compliance with this Agreement, the risk in question) at Columbia’s cost and expense procure and maintain such insurance, which shall be issued in Columbia’s name and otherwise comply with all applicable requirements of this Agreement.

          Section 2.05.7. Waiver of Certain Claims. To the extent that the City or Columbia purchases any hazard insurance relating to the Casino Support Facilities, the party purchasing such insurance shall attempt to cause the insurance carrier to agree to a Waiver of Subrogation, as defined. If any insurance policy cannot be obtained with a Waiver of Subrogation, or a Waiver of Subrogation is obtainable only by the payment of an additional premium, then the party undertaking to obtain the insurance shall give notice of such fact to the other party. The other party shall then have ten (10) business days after receipt of such written notice either to place the insurance with a company that is reasonably satisfactory to the other party and that will issue the insurance with a Waiver of Subrogation at no additional cost, or to agree to pay the additional premium if such a policy can be obtained only at additional cost. To the extent that the parties actually obtain insurance with a Waiver of Subrogation, the parties release each other, and their respective authorized representatives, from any claims for damage to any person, the Casino Support Facilities, that are caused by or result from risks insured against under such insurance policies, but only to the extent of the available insurance proceeds.

          Section 2.05.8. No Representation of Adequate Coverage. Neither party makes any representation, or shall be deemed to have made any representation, that the limits, scope, or form of insurance coverage specified in this Section 2.05 are adequate or sufficient.

     Section 2.06. Damage or Destruction.

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          Section 2.06.1. Notice; No Payment Abatement. Columbia shall promptly give the City written notice of any Casualty, as defined. The monthly Fixed Amount and the Percentage Amount to be paid by Columbia during the period operations are completely or partially closed due to Casualty shall be the average monthly payment adjusted by the CPI of the Fixed Amount and Percentage Amount paid by Columbia during the twelve (12) month period preceding the complete or partial closing of operations in lieu of the Fixed Amount or Percentage Amount actually earned during such period, unless the amount actually earned is greater than the amount calculated in accordance with the above procedure. Columbia shall, at its election (subject to the terms of any applicable mortgages), either: (a) with reasonable promptness restore the damaged improvements as nearly as may be practicable to their condition, quality, and class immediately prior to such Casualty, with such changes or alterations (including demolition) as Columbia shall elect to make in conformity with this Agreement; or (b) terminate this Agreement, by at least thirty (30) days advance notice to the City, in which event the Casino Support Facilities and Shoreside Facilities Sites shall revert to the City, and assign to the City all of Columbia’s rights with respect to insurance proceeds arising from the Casualty. In the event Columbia elects “b,” Columbia shall remain liable for the payment of a termination fee calculated in accordance with the procedure set forth in Section 7.01. Columbia’s election to terminate under “b” shall not be effective unless joined in by all mortgagee(s) whose mortgage(s) grant them the power to withhold consent to such termination. If Columbia elects “b,” then the City shall have the right, by notice to Columbia within ten (10) business days after receipt of Columbia’s notice, to require Columbia to cause the remaining improvements to be demolished and the debris removed, so that the Shoreside Facilities Sites are returned to the City as vacant and level land. The parties shall cooperate to make available the insurance proceeds for such demolition work, which Columbia shall perform with reasonable promptness but the completion of which shall not be a condition to termination of this Agreement and the reversion of the Shoreside Facilities Sites to the City. Any remaining insurance proceeds after performance of such demolition work shall belong to the City.

     In the event the buildings, structures, improvements and equipment were insured for less than 80 percent (80%) of their replacement value, Columbia shall fund the difference between the actual insurance proceeds received and the amount that would have been received had the buildings, structures, improvements and equipment been insured for 80 percent (80%) of their replacement value.

          Section 2.06.2. Adjustment of Claims; Use of Insurance Proceeds. Columbia shall be solely responsible for the adjustment of any insurance claim, except that, to the extent permitted by any mortgage, each mortgagee is expressly authorized and empowered to participate in any settlements, adjustments, arbitrations or proceedings with respect to any insurance claim. All proceeds of casualty or hazard insurance shall be paid to Columbia, subject to rights of mortgagees.

          Section 2.06.3 Depository. Upon request by any mortgagee (subject to the terms of the applicable mortgage), all proceeds in excess of ONE MILLION DOLLARS AND 00/100

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(1,000,000) of casualty insurance permitted by the mortgage to be applied by Columbia to rebuild, restore or repair the Casino Support Facilities shall be deposited with an institutional lender designated by Columbia and the mortgagee, to be disbursed in accordance with mortgage(s) for the repair, restoration or reconstruction of the Casino Support Facilities.

     Section 2.07. Quiet Enjoyment. The City covenants that, so long as the City is not entitled to the reversion of the Shoreside Facilities Sites on account of an Event of Default, as defined, or termination by Columbia, Columbia shall and may peaceably and quietly have, hold and enjoy the Shoreside Facilities Sites and the Casino Support Facilities without molestation or disturbance by or from the City or anyone claiming by or through the City.

ARTICLE 3
CITY GARAGES

     Section 3.01. City Garages. Columbia shall have the right to make such alterations to the City Garages as it deems appropriate (i) to permit access to the Hotel and Casino Support Facilities; and (ii) to improve their efficiency; provided, however, Columbia shall obtain the approval of the City prior to making any structural alterations to the City Garages. The City’s approval of such structural alterations shall not be unreasonably delayed or withheld.

     The City hereby approves and agrees to permit Columbia to make new entrances from the City Garages directly on to the public alley behind the City Garages which comprise part of Tracts 35 and 38.

     The City hereby agrees to permit Columbia to construct additional levels of parking on top of the existing City Garages provided that such additional levels can be safely added without adversely affecting the structural integrity of the existing City Garages.

     Columbia agrees at all times to permit public access to the City Garages for parking. The parking fee charged, if any, by Columbia for use of the City Garages shall be the same to all customers.

     Columbia agrees to allocate 75 (seventy five) parking spaces in a designated area selected by Columbia in the City Garages to the City for use by the merchants along Washington Street and employees of the City Monday through Saturday from 7 A.M. to 7 P.M. Said individuals shall be charged at a rate established by the City.

ARTICLE 4
INITIAL RIVERBOAT CASINO

     Section 4.01. Initial Riverboat Casino. After the Transfer Date, Columbia shall operate and maintain a riverboat casino containing approximately 20,000 square feet of casino space and

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approximately 900 gaming positions, which will be docked or moored in and connected with the Casino Support Facilities.

     At no time shall the Riverboat Casino, a Second Riverboat Casino, as hereinafter defined, or substitute riverboat casino be considered the property of the City. The City hereby agrees that it shall have no right, title or interest in the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino. All benefits and burdens of ownership of the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino (except for City’s right to a percentage of the revenues generated by the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino while docked at the Casino Support Facilities) shall be and remain with Columbia. Columbia or a Columbia’s affiliate(s) shall have the unrestricted right to obtain financing by granting lenders a mortgage or security interest in the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino; the equipment and supplies located on the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino; and the income and revenues generated by the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino (except any interest in such income and revenue shall be subject to the City’s right to receive a percentage of the revenues generated by the Riverboat Casino, a Second Riverboat Casino or substitute riverboat casino while docked at the Casino Support Facilities). Columbia may, from time to time, substitute a different riverboat casino from the original Riverboat Casino or Second Riverboat Casino constructed for the Casino Support Facilities; provided that the substitute riverboat casino contains at least the same number of gaming positions and complies with the same exterior design requirements described above.

ARTICLE 5
ADDITIONAL COLUMBIA RIVERBOAT CASINO

     Section 5.01. Additional Columbia Riverboat Casino. Upon the Transfer Date, the City shall re-convey to Columbia’s fee simple title, subject to the City’s reversionary interest in said property, that certain additional 450 feet of Tract 63 along the floodwall as generally depicted on Exhibit “A” which property shall be adjacent to that certain waterfront property defined as Tract 63 herein, on which the Riverboat Casino will be docked. Said additional 450 feet of waterfront property shall be referred to as the “Second Riverboat Property.” Columbia, at its expense, shall obtain, prior to the Transfer Date, a survey of the Second Riverboat Property and a legal description of the Second Riverboat Property.

     (NOTE: PLEASE SEE DEFINITIONS SECTION FOR SECOND RIVERBOAT CASINO-PARAGRAPH WAS MOVED NOT OMITTED)

On the Transfer Date, Columbia shall lease the Second Riverboat Property back to the City for a rental payment of ONE DOLLAR AND 00/100 ($1.00) per year. The City shall have the right to use the Second Riverboat Property in the manner it was being used as of the Effective Date.

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     At such time as Columbia decides to operate a Second Riverboat Casino, it shall have the right, upon one hundred twenty (120) days notice to the City, to terminate the City’s lease. Upon the substantial completion and opening of the Second Riverboat Casino, Columbia shall pay the City FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), adjusted by the CPI, with the base year being the calendar year in which the Casino Opening Date occurs plus 1.5 percent (1.5%) of the Second Riverboat Casino’s Net Revenues.

     Prior to commencing the construction of the mooring and docking facility for the Second Riverboat Casino, Columbia shall, at its expense, on land owned by the City at the northern end of the Second Riverboat Property, construct, if the City so desires, a similar docking, mooring and landing structure as existed as of the Effective Date on the Second Riverboat Property to be used by the various passenger riverboats which periodically stop at the City of Vicksburg and the general public. The City and the general public shall have access through the floodwall at some point to such new docking and mooring structure.

     The facilities constructed on the Second Riverboat Property shall be included in the definition of Casino Support Facilities and the Second Riverboat Property shall be considered part of the Shoreside Facilities Sites.

ARTICLE 6
CASINO DEVELOPMENT RESTRICTION ON THIRD PARTIES

     Section 6.01. Casino Development Restriction on Third Parties. So long as Columbia has title to the Shoreside Facilities Sites, the City shall restrict the use of all property in Warren County, Mississippi, that is owned or hereafter acquired by the City and is capable of being used for a riverboat casino operation or riverboat casino support facilities according to the Mississippi Gaming Control Act of 1990, as amended, and the Regulations of the Mississippi Gaming Commission, as amended, including, but not limited to the property which adjoins the water of the Mississippi River or adjoins the water of the Yazoo Diversion Canal, so that such property shall not be used for the development or operation of a new casino or its infrastructure/land-based support facilities as required by the Mississippi Gaming Commission Regulation II.A., Section 3(h), without the prior written approval of Columbia. There is no restriction on the utilization of city-owned or leased property for improvements associated with a particular new riverboat casino operation after that particular new riverboat casino operation has met its infrastructure/land-based obligations pursuant to Mississippi Gaming Commission Regulation II.A., Section 3(h).

     On the Transfer Date, the City shall record in the land registry for Warren County a deed restriction on all property owned by the City in Warren County capable of being used for a riverboat casino operation according to the laws of the state of Mississippi.

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     In the event the City acquires additional property after the Transfer Date, capable of being used for a riverboat casino operation according to the laws of the state of Mississippi, the City shall record a similar deed restriction on such property as that referred to above.

     The City agrees, in its municipal capacity and in its capacity as a private landowner, not to sell, abandon or vacate that portion of South Street west of Levee Street and agrees not to permit any other casino operator to use any portion of the riparian rights associated with South Street for a riverboat casino.

     In the event the laws of the state of Mississippi are changed so as to permit land-based casinos and the City has property it intends to sell or lease for a land-based casino operation, Columbia shall be given the first right of refusal to acquire said property at the price and on the terms offered to interested third parties.

ARTICLE 7
TERMINATION FEE

     Section 7.01. Termination Fee. Columbia shall have the right, upon twelve (12) months notice to the City, to permanently cease its casino operations and remove the Riverboat Casino, a substitute riverboat or the Second Riverboat Casino from the Casino Support Facilities.

     Twelve (12) months from the date the City receives Columbia’s notice that it is permanently ceasing its casino operations, the Shoreside Facilities Sites and the Casino Support Facilities (specifically excluding the Hotel, the Hotel Site the Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino and all personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities or in the Hotel or on the Hotel Site, Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino) shall revert to the City, without charge to the City, free and clear of any liens or mortgages.

     At the time of termination, Columbia shall pay the City a termination fee of FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining at the time of termination in the period commencing from the Transfer Date to ten (10) years after the Transfer Date. In the event notice is given twelve (12) months prior to the tenth (10^th) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the tenth (10^th) year after the Transfer Date.

     If the termination occurs during the years eleven (11) through fifteen (15) from the Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining in the period commencing from year eleven (11) from the Transfer Date to year fifteen (15) from

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the Transfer Date. In the event notice is given twelve (12) months prior to the fifteenth (15^th) year after the Transfer Date, no termination fee shall be paid of the termination occurs at the expiration of the fifteenth (15^th) year after the Transfer Date.

     If the termination occurs during the years sixteen (16) through twenty (20) from the Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining in the period commencing from year sixteen (16) from the Transfer Date to year twenty (20) from the Transfer Date. In the event notice is given twelve (12 months prior to the twentieth (20^th) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the twentieth (20^th) year after the Transfer Date.

     If the termination occurs during the years twenty-one (21) through twenty-five (25) from the Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining in the period commencing from year twenty-one (21) from the Transfer Date to year twenty-five (25) from the Closing. In the event notice is given twelve (12) months prior to the twenty-fifth (25^th) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the twenty-fifth (25^th) year after the Transfer Date.

     If the termination occurs during the years twenty-six (26) through thirty (30) from the Transfer Date, the termination fee shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($450,000), as adjusted by the CPI through the year of termination using the Casino Opening Date as the base year, for each year and a prorata amount for any partial year remaining in the period commencing from year twenty-six (26) from the Transfer Date to year thirty (30) from the Transfer Date. In the event notice is given twelve (12) months prior to the thirtieth (30th) year after the Transfer Date, no termination fee shall be paid if the termination occurs at the expiration of the thirtieth (30^th) year after the Transfer Date.

     After Columbia makes the appropriate termination payment and delivers the Casino Support Facilities and Shoreside Facilities Sites to the City, neither party shall have any further obligations or liabilities one to the other pursuant to the provisions of this Agreement, except for the obligations set forth in Sections 1.01.4 and 1.01.5.

     Upon such termination, Columbia shall have the right to remove the Riverboat Casino, any substitute riverboat casino and the Second Riverboat Casino, if any, without any form of compensation to the City other than the termination fee described above, provided, however, if Columbia damages the Casino Support Facilities during such removal process, it shall be obligated to restore the Casino Support Facilities to their existing condition prior to such removal.

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     Section 7.02. Permanent Removal of Second Riverboat Casino But First Riverboat Casino Remains in Operation. Columbia shall have the right, at any time after it terminates the lease with the City and commences operation of the Second Riverboat Casino on the Second Riverboat Property, to notify the City that it has elected to permanently cease its Second Riverboat Casino operations. In such event, Columbia shall remove the Second Riverboat Casino from the facilities constructed on the Second Riverboat Property, and the Second Riverboat Property and the improvements thereon shall revert back to the City without charge to the City. Columbia shall have the right to continue its ownership of and use of the remainder of the Shoreside Facilities Sites and Casino Support Facilities for the first Riverboat Casino. In such event, Columbia shall not be obligated to pay a termination fee. In such event, the Fixed Amount and the Percentage Amount shall be calculated on the basis of the Net Revenues generated from the remaining Riverboat Casino.

ARTICLE 8
EMPLOYMENT IN LOCAL COMMUNITY

     Section 8.01. Employment in Local Community. Columbia agrees, in good faith, to seek to employ in its operations, at all levels, individuals living in the City of Vicksburg from the various gender, racial and ethnic backgrounds found in the City of Vicksburg. Columbia also agrees to actively recruit handicapped persons in the City of Vicksburg to be included among its employees. Columbia further agrees, in good faith, to contract with local vendors of various gender, racial and ethnic backgrounds living and doing business in the City of Vicksburg to the extent possible and insofar as service availability, cost competitiveness and service quality will allow. Moreover, Columbia agrees to provide training in the City of Vicksburg for individuals to be employed in Columbia’s Hotel, Casino Support Facilities and Riverboat Casino operations.

ARTICLE 9
CITY’S REVERSIONARY INTEREST
IN SHORESIDE FACILITIES SITES

     Section 9.01. City’s Reversionary Interest. Fee simple title to the Shoreside Facilities Sites and improvements thereon, including all Casino Support Facilities (specifically excluding the Hotel, Hotel Site, the Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino and all personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities or in or on the Hotel, Hotel Site, Riverboat Casino, Second Riverboat Casino and any substitute riverboat casino) shall automatically revert back to the City thirty (30) years from the Transfer Date, unless said property has reverted back to the City prior to such date in accordance with the provisions of this Agreement. Upon the occurrence of the reversion of title to the Shoreside Facilities Sites to the City, Columbia will promptly execute such instruments reasonably requested by the City to evidence that the reversion has, in fact, occurred.

     Section 9.02. Exchange of Deeds. On the Transfer Date, Columbia shall transfer fee simple title to the Shoreside Facilities Sites to the City, and the City shall immediately thereafter

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transfer fee simple title to the Shoreside Facilities Sites which shall include the thirty (30) year reversion as described in Section 9.01, back to Columbia. The City will promptly execute such instruments reasonably requested by Columbia to ensure that the reversion of the Shoreside Facilities Sites occurs no earlier than thirty (30) years from the Transfer Date, unless said property has reverted back to the City prior to such date in accordance with the provisions of this Agreement.

ARTICLE 10
CLAUSES TO ENSURE MORTGAGE ABILITY
OF THE SHORESIDE FACILITIES SITES

     Section 10.01. Rights to Mortgage Shoreside Facilities Sites. Columbia and its successors in title shall have the absolute and unconditional right to mortgage at any time and from time to time the Shoreside Facilities Sites, without the consent of the City, but any mortgagees’ interest shall be subject to the City’s reversionary interest described in Section 9.01 and elsewhere in this Agreement

     Section 10.02. Estoppel Certificates.

          Section 10.02.1. Rights of Each Party. At any time and from time to time, upon not less than fifteen (15) business days prior written request (an “Estoppel Certificate Request”) by either party to this Agreement (the “Requesting Party”), the other party to this Agreement (the “Certifying Party”) shall execute, acknowledge and deliver to the Requesting Party (or directly to a third party whose name and address are provided by the requesting party (a ‘Third Party”)) up to four (4) original counterparts of an estoppel certificate. An Estoppel Certificate Request shall not be valid unless accompanied by: (a) up to four (4) counterparts of a proposed form of estoppel certificate reflecting present facts and circumstances at the time of the Estoppel Certificate Request; and (b) a certificate by the Requesting Party that to the best of the Requesting Party’s knowledge the proposed form of estoppel certificate is substantially correct and omits no material information required to be disclosed in such estoppel certificate. Any estoppel certificate may be relied upon by any Third Party to whom an estoppel certificate is required to be directed.

          Section 10.02.2. Failure to Execute Estoppel Certificate. If (i) the Requesting Party delivers an Estoppel Certificate Request to the Certifying Party in accordance with the notice provisions of this Agreement and (ii) fifteen (15) business days have elapsed from the effectiveness of such Estoppel Certificate Request and during such period the Certifying Party has failed to execute and deliver to the Requesting Party (or its attorneys or the Third Party(ies)

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designated by such Requesting Party) the Requesting Party shall deliver a second written notice to the Certifying Party which states that if the Certifying Party does not respond within ten (10) days, the Certifying Party shall be deemed for all purposes, whether this Agreement has been terminated or is otherwise in full force and effect, to have executed and delivered to the Third Party and the Requesting Party an estoppel certificate, dated as of the effective date of the Estoppel Certificate Request, in the form submitted by the Requesting Party to the Certifying Party.

          Section 10.02.3. Delivery of Estoppel Certificates. Any Requesting Party may request that the Certifying Party execute an undated estoppel certificate; such request shall contain the Requesting Party’s expected date on which the estoppel certificate will be dated. If the Requesting Party makes such request, then in place of delivering the undated estoppel certificate to the Requesting Party or any Third Party, the Certifying Party shall deliver the undated estoppel certificate to the Requesting Party’s escrow agent, who shall hold the undated estoppel certificate in accordance with the following provisions. If the Certifying Party gives notice to the Requesting Party’s escrow agent that the estoppel certificate is no longer correct, then the Requesting Party’s escrow agent shall return the estoppel certificate to the Certifying Party, who shall, within five (5) business days, execute a corrected undated estoppel certificate and redeliver it to the Requesting Party’s escrow agent. At any time when the Requesting Party’s escrow agent is holding an undated estoppel certificate and has not received notice from the Certifying Party that such estoppel certificate is incorrect, the Requesting Party shall be entitled to instruct its escrow agent to date the estoppel certificate as of the then-current date and deliver it to the Requesting Party or a Third Party. The Requesting Party’s escrow agent shall promptly comply with such request. The Requesting Party shall be entitled to designate any title insurance company or abstract company licensed in the state of Mississippi to take the actions to be taken by the Requesting Party’s escrow agent pursuant to this paragraph.

     If requested by the Requesting Party’s escrow agent or such title insurance company or abstract company, the Requesting Party and the Certifying Party shall enter into an escrow agreement, on customary terms, to further implement the provisions of this paragraph.

     Section 10.03. Event of Default.

          Section 10.03.1. Monetary Default. If a monetary default shall occur and the monetary default shall continue for fifteen (15) days after the City has given Columbia notice of such monetary default, specifying in reasonable detail the amount of money required to be paid by Columbia and the nature of such payment.

          Section 10.03.2. Non-Monetary Default. If a non-monetary default shall occur and the non-monetary default shall continue and not be remedied by Columbia within sixty (60) days after the City shall have delivered to Columbia a notice describing the same in reasonable detail, or, in the case of a non-monetary default that cannot with due diligence be cured within sixty (60) days from such notice, if Columbia shall not: (a) within sixty (60) days from the City’s

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notice advise the City of Columbia’s intention to take all reasonable steps necessary to remedy such non-monetary default; (b) duly commence the cure of such non-monetary default within such period, and then diligently prosecute to completion the remedy of the non-monetary default; and (c) complete such remedy within a reasonable time under the circumstances.

          Section 10.03.3. Remedies. Upon occurrence of a monetary Event of Default, as described in Section 10.03.1, the City may give Columbia notice of intention to obtain the reversion of the Shoreside Facilities Sites to the City at the expiration of twenty (20) days from the date of service of such notice of intention. Upon the expiration of such twenty (20) day period, unless Columbia shall have cured the monetary Event of Default that gave rise to such notice, fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities located on the Shoreside Facilities Sites shall revert to the City and the City shall take possession of the Shoreside Facilities Sites and Casino Support Facilities (specifically excluding the personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities; the Riverboat Casino, the Second Riverboat Casino and any substitute riverboat Casino; and all personal property located on said riverboats), and the City shall be entitled to the termination fee calculated in accordance with Section 7.01 for the remainder of the applicable period. Columbia shall, at its expense, on or before sixty (60) days after the Shoreside Facilities Sites and Casino Support Facilities revert to the City, remove the Riverboat Casino, the Second Riverboat Casino, if any, or any substitute riverboat casino from the Casino Support Facilities and Shoreside Facilities Sites.

     Upon occurrence of a non-monetary Event of Default, as described in Section 10.03.2, the City may give Columbia a notice of intention to obtain the reversion of the Shoreside Facilities Sites to the City at the expiration of thirty (30) days from the date of service of such notice of intention. Upon the expiration of such thirty (30) day period, unless Columbia shall have (i) completely cured the non-monetary Event of Default that gave rise to such notice; or (ii) commenced to cure such non-monetary Event of Default that gave rise to such notice and is diligently pursuing completion of such remedy of the non-monetary Event of Default, fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities located on the Shoreside Facilities shall revert to the City, and the City shall take possession of the Shoreside Facilities Sites and Casino Support Facilities (specifically excluding the personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities; the Riverboat Casino, the Second Riverboat Casino and any substitute riverboat casino; and all personal property located on said riverboats), and the City shall be entitled to the termination fee calculated in accordance with Section 7.01 for the remainder of the applicable period. Columbia shall, at its expense, on or before sixty (60) days after the Shoreside Facilities Sites and Casino Support Facilities revert to the City, remove the Riverboat Casino, the Second Riverboat Casino, if any, or any substitute riverboat casino from the Casino Support Facilities and Shoreside Facilities Sites.

          Section 10.03.4. Pending Dispute Regarding Event of Default. Notwithstanding anything to the contrary in the foregoing remedies provided for the City under this Agreement, if Columbia shall have given the City notice prior to the fee simple title to the Shoreside Facilities

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Sites reverting to the City, that Columbia contests the City’s determination that an Event of Default has occurred and specified in detail all reasons for such contest, then the City shall not disturb Columbia’s title or possession of the Shoreside Facilities Sites, Columbia shall be entitled to remain in possession of the Shoreside Facilities Sites, so long as: (a) Columbia continues to pay the City the Fixed Amount and Percentage Amount provided for in this Agreement and continues to perform such other obligations under this Agreement as are not in dispute; and (b) Columbia is prosecuting appropriate judicial proceedings to prevent the Shoreside Facilities Sites from reverting back to the City.

     Section 10.04. In the Event Columbia Temporarily Ceases to Operate the Casino Support Facilities or the Riverboat Casino. It shall not be an Event of Default under this Agreement as it relates to the Shoreside Facilities Sites if Columbia from time to time temporarily ceases operation of the Riverboat Casino or the Second Riverboat Casino, or a substitute riverboat casino or the Casino Support Facilities provided that: (i) Columbia makes, in lieu of the actual Fixed Amount and Percentage Amount due based on the formulas set forth in Section 1.01, a monetary payment to the City for each month said operations are closed equal to the average monthly payment adjusted by the CPI of the Fixed Amount and Percentage Amount paid by Columbia during the twelve (12) month period preceding the closing of the Riverboat Casino or Second Riverboat Casino, or a substitute riverboat casino or the Casino Support Facilities; and (ii) said temporary closure is for a period of twelve (12) consecutive months or less. Columbia shall deliver to the City written notice of any temporary cessation in the operations of the Riverboat Casino or the Second Riverboat Casino, or a substitute riverboat casino or the Casino Support Facilities within fifteen (15) days after such temporary cessation of operations commences and such notice shall contain the reasons for the temporary cessation of operations and the expected reopening date.

     A closure of an area in the Casino Support Facilities or on the Riverboat Casino, Second Riverboat Casino or a substitute riverboat casino for refurbishment or remodeling or change of use shall not constitute a closure for purposes of this Section 10.04, and Columbia shall continue to pay the Fixed Amount and Percentage Amount due in accordance with the formulas set forth in Section 1.01.

     Notwithstanding the above, if the reason the Casino Support Facilities, Riverboat Casino, Second Riverboat Casino or substitute riverboat casino ceases operations is because of an event of Force Majeure or Casualty, the twelve (12) month period shall not apply provided that Columbia recommences operation as soon as such operations can be commenced without jeopardizing said facilities; Columbia’s employees or the public. During the period said facilities are closed because of an event of Force Majeure or Casualty, Columbia shall make the Fixed Amount and Percentage Amount payments described in the first paragraph of this Section.

     Section 10.05. Other Mortgagee Protection Provisions.

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          Section 10.05.1. Modifications Required by Mortgagee. If any mortgagee or prospective mortgagee shall require any modification(s) of this Agreement after Closing (including clarifications and supplementations to Mortgagee’s Cure Rights), then the City shall, at Columbia’s request, promptly execute and deliver to Columbia such instruments in recordable form effecting such modification(s) as such mortgagee or prospective mortgagee shall require, provided that such modification(s): (i) do not adversely affect any of the City’s rights or materially increase any of the City’s obligations under this Agreement; (ii) are consistent with the customary requirements of institutional lenders at the time in the state of Mississippi, or are required by banking, insurance or similar laws and regulations; and (iii) can be legally agreed to by the City.

          Section 10.05.2. Initial Notice. If Columbia enters into any mortgage(s), then the mortgagee(s) thereunder shall be entitled to the mortgagee protections provided for under this Agreement only from and after such time as Columbia or such mortgagee has either (or both): (a) given the City notice of the name and address of such mortgagee, accompanied by a copy of the executed mortgage; or (b) recorded or caused to be recorded an instrument giving notice of such mortgage and the name and address of the mortgagee.

          Any mortgagee shall be free to change its name and address from time to time by notice to the City. In the event of a change of name, such notice may be provided either by the original mortgagee or by the mortgagee under its new name, without proof of any kind confirming the change of name. Notice of any change of a mortgagee’s identity or address, or of a transfer of a mortgage, may be made by any means permitted for the original notice of the mortgagee’s original name and address.

          Section 10.05.3. Termination of Mortgagee’s Rights. If a mortgagee is entitled to the mortgagee protections provided for under this Agreement, then such entitlement shall not terminate unless and until such time, if any, as the mortgagee shall have been satisfied and discharged of record.

          Section 10.05.4. Cancellation, Surrender, Amendment, Etc. No voluntary (i) cancellation; (ii) termination; (iii) surrender, acceptance of surrender, (iv) abandonment; (v) amendment; (vi) modification of this Agreement; or (vii) the reversion of the Shoreside Facilities Sites shall occur without the prior consent of such mortgagee.

          Section 10.05.5. Copies of Notices. If the City shall give any notice to Columbia, then the City shall at the same time and by the same means give a copy of such notice to each mortgagee. No notice to Columbia shall be effective unless and until so given to each mortgagee. No Event of Default predicated upon the giving of notice to Columbia shall be deemed to have occurred unless like notice shall have been so given to each mortgagee at the same time and by the same means, which notice shall describe in reasonable detail the alleged Event of Default.

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          Section 10.05.6. Columbia’s Cure Period Expiration Notice. If Columbia is in default under this Agreement as it relates to the Shoreside Facilities Sites, and the cure period applicable to Columbia expires without cure of Columbia’s default, then the City shall promptly give notice of such fact to each mortgagee, which notice shall describe in reasonable detail Columbia’s default (a “Columbia Cure Period Expiration Notice”).

          Section 10.05.7. Right to Perform Covenants and Agreements. Any mortgagee shall have the right, but not the obligation to perform any obligation of Columbia under this Agreement and to remedy any default by Columbia. The City shall accept performance by or at the instigation of a mortgagee in fulfillment of Columbia’s obligations, for the account of Columbia and with the same force and effect as if performed by Columbia. No such performance by a mortgagee shall cause such mortgagee to become a “mortgagee in possession” or otherwise cause such mortgagee to be deemed to be in possession of the Shoreside Facilities Sites or bound by this Agreement.

          Section 10.05.8. Transfer of Columbia’s Rights. Columbia may delegate or otherwise transfer to a mortgagee any or all of Columbia’s rights under this Agreement, but no such delegation or transfer shall bind the City unless and until the City shall have received a copy of a written instrument effecting such delegation accompanied by a photocopy of the mortgagee’s fully-executed mortgage. Such delegation or transfer of authority may be effected by the terms of the mortgage itself, in which case service upon the City of an executed counterpart of certified copy of such mortgage, together with a written notice specifying the provisions of such mortgage that delegate or transfer such authority to the mortgagee, shall be sufficient to bind the City to such delegation or transfer of rights.

          Section 10.05.9. Notice of Default and Mortgagee’s Cure Rights. Upon receiving any notice of default, any mortgagees shall have the same cure period granted to Columbia under this Agreement, plus the additional time provided for below, within which to take (if such mortgagee so elects) whichever of the actions set forth below shall apply with respect to the default described in such notice of default (such actions, “Mortgagee’s Cure”; and, a mortgagee’s rights to take such actions, “Mortgagee’s Cure Rights”):

          In the case of a monetary default, or a non-monetary default that a mortgagee is reasonably capable of curing (without obtaining possession of the Shoreside Facilities Sites) within the cure period allowed to Columbia under this Agreement, mortgagee shall be entitled (but not required) to cure such default within a cure period consisting of Columbia’s cure period under this Agreement extended through the date thirty (30) days after such mortgagee shall have received Columbia’s Cure Period Expiration Notice as to such default. If the amount of any monetary default has not been finally determined (for example, if a dispute has arisen between the City and Columbia regarding the proper amount of the Percentage Amount), then in place of curing of such monetary default a mortgagee shall be entitled instead to (a) cure such monetary default to the extent the amount hereof is not in dispute; and (b) undertake in writing that such mortgagee shall cure the remaining disputed portion of such monetary default within thirty (30)

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days after the dispute shall have been resolved (and the parties shall then cooperate to resolve such dispute promptly in accordance with this Agreement).

          In the case of any other non-monetary default (other than a non-monetary default that is not reasonably susceptible of being cured by a mortgagee without having possession of the Shoreside Facilities Sites), mortgagee shall be entitled, but not required, to (x) within a period consisting of Columbia’s cure period for the default, extended through the date forty-five (45) days after receipt of Columbia’s Cure Period Expiration Notice as to such default, advise the City of mortgagee’s intention to take all reasonable steps necessary to remedy such non-monetary default; (y) duly commence the cure of such non-monetary default within such extended period, and thereafter diligently prosecute to completion the remedy of such nonmonetary default, subject to events of Force Majeure; and (z) complete such remedy within a reasonable time under the circumstances.

          In the case of a non-monetary default that is not reasonably susceptible of being cured by a mortgagee without obtaining possession of the Shoreside Facilities Sites (including failure to complete the Casino Support Facilities), mortgagee shall be entitled (but not required) to do the following, so long as, with respect to any defaults other than those referred to in this paragraph, such mortgagee has exercised or is exercising the applicable Mortgagee’s Cure Rights as defined above:

          At any time during the cure period (if any) that applies to Columbia, extended through the date forty-five (45) days after such mortgagee’s receipt of the Columbia’s Cure Period Expiration Notice as to such default, or if no cure period applies to Columbia, then within forty-five (45) days after receiving notice of the non-monetary default, mortgagee shall be entitled to institute proceedings, and (subject to any stay in any proceedings involving the bankruptcy, insolvency, or reorganization of Columbia or the like, or any injunction, unless such stay or injunction is lifted), diligently prosecute the same to completion subject to Force Majeure, to obtain possession of the Shoreside Facilities Sites as mortgagee (including possession by the receiver), or acquire the fee simple estate of Columbia subject to the City’s reversionary right by foreclosure proceedings or otherwise, including delivery of an assignment in lieu of foreclosure (the obtaining of such possession or the completion of such acquisition, “Control of the Shoreside Facilities Sites”).

          Upon obtaining Control of the Shoreside Facilities Sites (before or after expiration of any otherwise applicable cure period), mortgagee shall be entitled (but not required) to proceed with reasonable diligence and reasonable continuity to cure such non-monetary defaults as are then reasonably susceptible of being cured by such mortgagee (excluding personal defaults of Columbia, which mortgagee shall not be required to cure), subject to Force Majeure.

          Section 10.05.10. Effect of Cure. A mortgagee shall not be required to continue to exercise Mortgagee’s Cure Rights or otherwise proceed to obtain or to exercise Control of the

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Shoreside Facilities Sites if and when the default that such mortgagee was attempting to cure shall have been cured. Upon such cure and the cure of any other defaults in accordance with this Agreement, this Agreement shall continue in full force and effect as if no default(s) had occurred, and Columbia shall retain fee simple title to the Shoreside Facilities Sites subject to the City’s reversionary interest.

          Section 10.05.11. Quiet Enjoyment. So long as the time period for a mortgagee to exercise Mortgagee’s Cure Rights with respect to a non-monetary default by Columbia has not expired (and provided that all monetary defaults are cured within mortgagee’s cure period provided for under this Agreement), the City shall not (i) re-enter the Shoreside Facilities Sites; (ii) serve a notice of election to obtain the fee simple title to the Shoreside Facilities Sites through its reversionary interest; or (iii) bring a proceeding on account of such default to (A) dispossess Columbia and/or other occupants of the Shoreside Facilities Sites; (B) re-enter the Shoreside Facilities Sites; (C) terminate this Agreement; or (D) otherwise exercise any other rights or remedies under this Agreement by reason of such default. Nothing in the mortgagee protections provided for in this Agreement shall be construed to either (i) extend Columbia’s fee simple estate beyond the expiration date provided for in this Agreement (including renewal terms) that would have applied if no default had occurred; or (ii) require any mortgagee to cure any personal default of Columbia, which the mortgagee is not capable of curing.

          Section 10.05.12. Failure by Mortgagee to Cure Events of Default. In the event that a mortgagee fails to cure an Event of Default within the applicable time frames provided for such mortgagee to cure an Event of Default, fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities located on the Shoreside Facilities Sites shall revert to the City and the City shall take possession of the Shoreside Facilities Sites and the Casino Support Facilities (specifically excluding the personal property located on the Shoreside Facilities Sites or in the Casino Support Facilities; the Riverboat Casino, the Second Riverboat Casino and any substitute riverboat casino; and all personal property located on said riverboats); and the City shall be entitled to the termination fee calculated in accordance with Section 7.01 for the remainder of the applicable period from Columbia. Columbia or the mortgagee shall, at its expense, on or before sixty (60) days after the Shoreside Facilities Sites and Casino Support Facilities revert to the City, remove the Riverboat Casino, the Second Riverboat Casino, if any, or any substitute riverboat casino from the Casino Support Facilities and Shoreside Facilities Sites.

          Section 10.05.13. Mortgagee’s Right to Enter the Shoreside Facilities Sites. The City and Columbia authorize each mortgagee to enter the Shoreside Facilities Sites as necessary to effect Mortgagee’s Cure and take any action(s) reasonably necessary to effect Mortgagee’s Cure. A mortgagee’s rights under this paragraph shall not constitute Control of the Shoreside Facilities Sites or otherwise be construed to mean that such mortgagee has possession of the Shoreside Facilities Sites.

          Section 10.05.14. Rights of Mortgagee Upon Acquiring Control. If any mortgagee or a purchaser at a foreclosure sale shall acquire Control of the Shoreside Facilities

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Sites and shall cure all monetary defaults and proceed and continue to exercise Mortgagee’s Cure rights, then (i) any personal defaults by Columbia shall no longer be deemed defaults; and (ii) the City shall recognize any purchaser of Columbia’s fee simple estate subject to the City’s reversionary rights pursuant to a foreclosure sale under a mortgage, or any transferee of Columbia’s fee simple estate subject to the City’s reversionary rights under an assignment in lieu of foreclosure, or, if the mortgagee should be such purchaser or assignee, the mortgagee and any assignee of the mortgagee.

          Section 10.05.15. Payments Made by Mortgagee. Any payment made by a mortgagee to the City to cure any claimed default shall be deemed to have been made “under protest” and without prejudice to Columbia or mortgagee’s recovery of such payment if the City’s claim of a default shall be determined to have been erroneous.

     Section 10.06. Prohibition on City Granting Mortgage. The City shall not grant any party a mortgage or security interest in the Shoreside Facilities Sites or the Casino Support Facilities. This provision, however, shall not be interpreted so as to prohibit the City from assigning its right to receive the Fixed Amount and Percentage Amount from Columbia hereunder.

     Section 10.07. Bankruptcy.

          Section 10.07.1. Affecting Columbia. If Columbia (as debtor in possession) or a trustee in bankruptcy for Columbia rejects this Agreement in connection with any proceeding involving Columbia under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors (a “Bankruptcy Proceeding”), then the City agrees, for the benefit of each and every mortgagee, that such rejection shall be deemed Columbia’s assignment in lieu of foreclosure. Upon such deemed assignment, this Agreement shall not terminate and each mortgagee shall continue to have all the rights of a mortgagee under this Agreement as if the Bankruptcy Proceeding had not occurred, unless such mortgagee shall reject such deemed assignment by written notice to the City within thirty (30) days after receiving written notice of the rejection of this Agreement in Bankruptcy Proceedings. If any court of competent jurisdiction shall determine that this Agreement shall have been terminated notwithstanding the deemed assignment provided for in place of rejection of this Agreement, then Columbia’s mortgagees shall be entitled to a new agreement on the same terms as set forth herein.

          Section 10.07.2. Affecting the City. If the City (as debtor in possession) or a trustee in bankruptcy for the City rejects this Agreement in connection with any Bankruptcy Proceeding involving the City, Columbia’s fee simple estate shall continue unaffected and the City shall only be entitled to its reversionary interest at the end of thirty (30) years from Transfer Date and the amounts specified in Section 1.01 and Section 5.01 any damages arising from such rejection in accordance with applicable law governing the Bankruptcy Proceeding.

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     Section 10.08. Default by the City. If the City fails, after Closing, to comply with any or all of the obligations, covenants, warranties or agreements to be performed, honored or observed by the City under and pursuant to the terms and provisions of this Agreement, and such monetary default is not cured within thirty (30) days after notice of such non-monetary default is not cured within ninety (90) days after notice, then Columbia shall have the right to damages, specific performance or any other remedy legally available to Columbia. However, if the breach by the City is non-monetary and is of a nature that it cannot reasonably be remedied or corrected within such ninety (90) day period, then such ninety (90) day period shall be deemed to be extended for such additional period as may reasonably be required to remedy or correct the same if the City promptly commences to remedy the breach upon receipt of Columbia’s notice and continues therewith with due diligence.

ARTICLE 11
REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 11.01. Representations and Warranties. The City represents and warrants to Columbia that the following facts and conditions exist and are true as of the Effective Date and shall exist and be true as of the Transfer Date and as of the date of recording of the deeds:

          (a) The City is a municipality duly organized and validly existing in good standing under the laws of the state of Mississippi;

          (b) INTENTIONALLY OMITTED

          (c) This Agreement constitutes, and all documents executed and delivered by the City in connection with the transaction contemplated hereby shall constitute, valid and binding obligations of the City. The execution of this Agreement and all documents and instruments to be delivered by the City in connection with the transactions contemplated herein have been duly authorized. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will be in violation of any agreement, contract or other restriction to which the City is a party or is bound;

          (d) Harrah’s has no outstanding obligations, including payment obligations, in connection with Harrah’s acquisition or development of the Property or otherwise under the Master Agreement.

          (e) As of the date hereof, Harrah’s is in full compliance with its obligations under the Master Agreement and the Recorded Documents and there is no state of facts, either with or without the passage of time that would constitute a default thereunder.

          (f) There are no pending eminent domain proceedings or any other governmental action or judicial actions of any kind against the Property, with the exception of the McGuffie Two lot. The City is not negotiating to transfer or sell any portion of its interest in

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the Property. The Property complies with all current building codes and other City requirements.

          (g) This Master Agreement is unmodified and in full force and effect. Except for documents and other agreements of record between the City and Harrah’s (collectively, the “Recorded Agreements”) and the Master Agreement, there are no written or oral agreements, understandings or ordinances relating to the Property.

          (h) There are no lease, rental, license or other agreements affecting any portion of City Property, except for the agreements with the City merchants to use the City Garages and the agreement with Mississippi River Tours, Inc., which only affect the Second Riverboat Property, and the agreement with the U.S. Army Corps of Engineers regarding maintenance of the floodwall, and no persons or entities are in possession of or have any right to use or occupy any portion of the City Property except for the City and those parties to the above-referenced agreements;

          (i) INTENTIONALLY OMITTED

          (j) INTENTIONALLY OMITTED

          (k) There is no existing or, to the City’s knowledge, pending or threatened condemnation or other similar proceedings affecting any portion of the City Property, or any pending public improvements in, about or otherwise affecting the City Property, except for the improvements described herein, or access to the City Property or which will create additional cost to the owner of the City Property by means of special assessments;

          (l) INTENTIONALLY OMITTED

          (m) INTENTIONALLY OMITTED

          (n) INTENTIONALLY OMITTED

          (o) INTENTIONALLY OMITTED

          (p) The City is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986;

          (q) INTENTIONALLY OMITTED

          (r) The City knows of no facts, nor has the City failed to disclose any facts it is aware of, which would materially adversely affect Columbia’s fee simple estate or prevent Columbia from operating the Hotel, the Casino Support Facilities or the Riverboat Casino. The City is not making any representations as to matters at law;

          (s) INTENTIONALLY OMITTED

          (t) Upon the execution of the Agreement, that prior Master Agreement, dated January 21st, 1993, and all amendments thereto, entered into by and between the City and

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Harrah’s shall be of no further force or effect except for definitions, as provided under this Agreement’s Definitions Section

          (u) The City has received no notice that the City Property violates any applicable law, regulation, ordinance code or insurance requirement.

     Section 11.02. Covenants. Commencing on the Effective Date and continuing until the earlier of (i) the date this Agreement is terminated or expires the City:

          (a) INTENTIONALLY OMITTED

          (b) INTENTIONALLY OMITTED

          (c) INTENTIONALLY OMITTED

          (d) INTENTIONALLY OMITTED

          (e) INTENTIONALLY OMITTED

          (f) shall not enter into any contract for an alternative riverboat casino on property owned, leased or controlled by the City as outlined in Article 6 of the Agreement.

          (g) agrees to amend its zoning ordinance to allow a surface parking lot, as opposed to multi-level parking decks, to be in the historic/downtown district.

          (h) agrees to convey parcel 60 for parcel 21, subject to the City’s reversionary interest in the Shoreside Facilities Sites, as defined in Article 9, and which is deemed to be fair market value under Section 57-7-1 of the Mississippi Code. The City shall be responsible for executing all documents necessary to complete this swap.

          (i) agrees to close that portion of South Street that is owned on both sides by Columbia, provided that the City retains access to the floodgates and any utilities within that portion of South Street.

     Section 11.03. Survival of Representations, Warranties, and Covenants. All of the City’s representations, warranties and covenants shall survive the Transfer. In the event any of the City’s representations, warranties or covenants hereunder are determined to be materially false or misleading prior to the Transfer, Columbia shall have the option of (i) waiving such failure and proceeding to the Transfer subject thereto or (ii) declaring this Agreement to be in default and exercising the right to damages, specific performance or any other legally available remedy, including, but not limited to, the right to terminate this Agreement without a termination fee. In the event any of the City’s representations, warranties or covenants are determined to be materially false or misleading after Transfer and Columbia suffers damages, Columbia shall be entitled to damages, specific performance or any other remedy legally available to Columbia.

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     Section 11.04. Columbia’s Representations and Warranties. Columbia represents and warrants to the City that the following facts and conditions exist and are true as of the date hereof and shall exist and be true as of the date of Transfer and as of the date of recording of the deeds:

          (a) Columbia is a Mississippi limited liability company duly organized and validly existing in good standing under the laws of the state of Mississippi and authorized to do business in Mississippi;

          (b) This Agreement constitutes, and all documents executed and delivered by Columbia in connection with the transaction contemplated hereby shall constitute, valid and binding obligations of Columbia. The execution of this Agreement and all documents and instruments to be delivered by Columbia in connection with the transactions contemplated herein has been duly authorized. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will be in violation of any agreement, contract or other restriction to which Columbia is a party or is bound.

          (c) The Guaranty of CSC constitutes a binding obligation of Columbia Properties Vicksburg, LLC. Execution of said guaranty has been duly authorized and does not violate any agreements, contracts, or other restrictions to which CSC is a party or bound.

ARTICLE 12
MISCELLANEOUS

     Section 12.01. Execution by Both Parties. This Agreement shall not become effective and binding until fully executed and delivered by Columbia and the City (“Effective Date”).

     Section 12.02. Captions. The captions employed in this Agreement are for convenience only and are not intended to in any way limit or amplify the terms and provisions of this Agreement.

     Section 12.03. Entire Agreement. This Agreement contains the complete agreement between the parties and cannot be varied or waived except by the written agreement of the parties. The parties agree that said agreement constitutes the entire agreement between the parties and no other oral agreements, understandings, representations or warranties prior to or contemporaneous with said agreement shall be effective, except as expressly set forth or incorporated herein.

     Any portion of said agreement not otherwise consummated at the Transfer shall survive the Closing of this transaction as continuing agreement between the parties.

     Section 12.04. Successors and Assigns. This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective

31

successors, assigns, heirs, executors, administrators and legal representatives to the same extent as if specified at length throughout this Agreement.

     This Agreement may be assigned from time to time by Columbia upon written notice to the City, to any parent, subsidiary or affiliate of Columbia, or its successor corporation, provided that such assignee agrees to be bound by the terms and conditions of this Agreement. Upon assignment, Columbia shall be released from all obligations and liabilities hereunder. The acquisition of Columbia or its parent company by a third party shall not constitute an assignment of this Agreement by Columbia, and this Agreement shall remain in full force and effect between Columbia and the City.

     In addition, Columbia shall have the right, upon written notice to the City, to assign this Agreement to a third party, provided that such third party’s performance under this Agreement continues to be guaranteed by Columbia Sussex Corporation, Inc., its successor corporation or corporation with a net worth of at least TWENTY MILLION DOLLARS and 00/100 ($20,000,000).

     The City shall not assign this Agreement. The City shall have the right to assign the proceeds derived pursuant to this Agreement to third parties.

     Section 12.05. Sale of Fee Simple Title. The limitations on assignability of this Agreement set forth in Section 12.04 shall not in any manner limit Columbia’s right to sell the Hotel or Hotel Site to a third party after the Hotel is substantially completed and opens to the public and commences doing business. Furthermore, Columbia shall have the right to sell its fee simple title to the Shoreside Facilities Sites and the Casino Support Facilities subject to the City’s reversionary interest after the Casino Support Facilities are substantially completed and open to the public for business.

     Any third party purchaser of the Hotel, the Hotel Site, the Shoreside Facilities Sites or the Casino Support Facilities shall be subject to the terms and conditions contained in this Agreement.

     Section 12.06. Gender and Number. The plural shall include the singular and the singular, the plural, wherever the context so permits; the masculine shall include the feminine and the neuter; the feminine, the masculine and the neuter, and the neuter, the masculine and the feminine.

     Section 12.07. Attorneys’ Fees and Other Costs. The parties to this Agreement shall bear their own attorneys’ fees in relation to negotiating and drafting this Agreement. Should Columbia or the City engage in litigation to enforce their respective rights pursuant to this Agreement, the prevailing party shall have the right to indemnity by the non-prevailing party for an amount equal to the prevailing party’s reasonable attorneys’ fees, court costs and expenses arising therefrom.

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     Section 12.08. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Mississippi, without giving effect to any conflicts of laws.

     Columbia and the City agree that the venue for any dispute shall be in the Southern Federal District Court of Mississippi. If federal court jurisdiction is not available, the venue for any dispute shall be Warren County, Mississippi.

     Section 12.09. Notices. All notices required, permitted, or given pursuant to the provisions of this Agreement shall be in writing, and either (i) hand-delivered; (ii) delivered by certified mail, postage prepaid, return receipt requested; (iii) delivered by an overnight delivery service; or (iv) delivered by facsimile machine followed within twenty-four (24) hours by delivery under options (i), (ii) or (iii), addressed as follows:

If to City:	City of Vicksburg
	1401 Walnut Street Vicksburg, MS 39180
	Attn: City Clerk
	Facsimile Number: (601) 634-4565
	with a copy to:
	City of Vicksburg Legal Department
	1401 Walnut Street
	Vicksburg, MS 39180
	Facsimile Number: (601) 634-6232
If to Columbia:	Columbia Properties Vicksburg LLC,
	a Mississippi limited liability company
	207 Grandview Drive
	Fort Mitchell, KY 41017
	Attn: Joseph A. Yung
	Facsimile Number: (859) 578-1190
	with a copy to:
	Balch & Bingham LLP
	401 East Capitol Street

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Suite 200

Jackson, MS 39201

Attn: Scott E. Andress

Facsimile No. (601) 961-4466

     Notices shall be deemed delivered (i) on the date that is five (5) calendar days after the notice is deposited in the U.S. mail (not counting the mailing date), if sent by certified mail; (ii) on the date the hand-delivery is made, if hand-delivered; (iii) on the date the transmission is made, if delivered by facsimile machine; or (iv) on the next business day following the service, if delivered by an overnight delivery service. The addresses given above may be changed by any party by notice given in the manner provided herein.

     Section 12.10. Period of Time. Whenever any determination is to be made or action is to be taken on a date specified in this Agreement, if such date shall fall on a Saturday, Sunday or legal holiday under the laws of the state of Mississippi, then in such event, said date shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

     Section 12.11. Preparation of Agreement. This Agreement shall not be construed more strongly against either party regardless of who is responsible for it preparation.

     Section 12.12. Exhibits. All exhibits attached hereto are incorporated herein by reference and made a part hereof as if fully rewritten or reproduced herein.

     Section 12.13. Further Agreements. The City and Columbia agree to execute, acknowledge, and deliver, or cause to be delivered, any and all such conveyances, assignments, confirmations, satisfactions, releases, instruments of further assurance, approvals, consents and such other instruments and documents as may be reasonably necessary to carry out the intent and purpose of this Agreement and in transactions contemplated hereby.

     Section 12.14. No personal Liability. Neither the shareholders, officers, directors, agents or employees of Columbia, nor the officers, employees, agents or representatives of the City shall be personally or individually liable under this Agreement.

     Section 12.15. Agreement to Cooperate. The City agrees, at Columbia’s expense (i) to fully cooperate with Columbia in connection with Columbia’s obtaining all necessary regulatory approvals, permits and licenses for Columbia to develop the Hotel, the Casino Support Facilities and the Riverboat Casino; and (ii) that it will join in any applications made by Columbia for such approvals, permits and licenses if Columbia deems such action would expedite the approval process.

     Section 12.16. INTENTIONALLY OMITTED

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     Section 12.17. Authority to Execute. The City and Columbia represent and warrant to each other that their respective entities have full power and authority to execute this Agreement and to be bound by and perform the terms hereof. On request, each party shall furnish the other evidence of such authority.

     Section 12.18. Force Majeure. An event of force majeure shall include, but not be limited to, acts of war, insurrection, civil strife and commotion, labor unrest, acts of God or the discovery of Hazardous Chemicals (“Force Majeure”).

     Upon the occurrence of an event of Force Majeure, Columbia may cease operation of all or part of its development efforts, recommencing such development efforts when Columbia deems, in the reasonable exercise of its discretion, that such may be done without jeopardy to the development, its employees or the public. It is further understood and agreed that with respect to any obligation to be performed by Columbia or the City, such party shall in no event be liable for failure so to do when prevented by an event of Force Majeure. The time within which such obligation shall be performed shall be extended for a period of time equivalent to the delay from such event of Force Majeure.

     Section 12.19. City as Landowner. Columbia acknowledges that the City is a governmental entity, a municipality, subject to laws that do not apply to private landowners. In addition, the City as a municipality has certain governmental functions which it cannot obligate, agree in advance how it will exercise those functions and cannot contract regarding the exercise of its governmental functions. In recognition of the City’s status as a municipality, it is agreed that nothing in this Agreement shall be deemed to require the City to do anything which is in violation of applicable law or becomes prohibitive by applicable law regarding municipalities.

     Any covenant, agreement or provision in this Agreement is subject to and limited by applicable state and federal law regulating municipalities. Any agreement or covenants of approval, or condition on the City shall never be treated as obligating the City in its governmental capacity as a municipality or to obligate the City to adopt any codes, ordinances or make any governmental decisions but are only intended to apply to the City to the extent that those requirements would apply to a private non-governmental landowner, except where it is expressly provided herein that the City is specifically taking the specified action in its governmental capacity.

     Section 12.20. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     Section 12.21. Recording Fees. All recording fees associated with the Agreement will be the responsibility of Columbia.

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     Section 12.22. Rule Against Perpetuities. If the rule against perpetuities or any rule of law with respect to restrictions on the alienation of property or any other rule of law shall limit the time when any event contemplated by the Agreement may occur, the happening of such event shall not be impaired within any period permitted by such rule. Such period with respect to the rule against perpetuities shall expire upon the expiration of twenty (20) years after the death of the last survivor of the following persons:

Jennifer Ann Thomas of Memphis, Tennessee
Justin Robert Wright of Memphis, Tennessee
Kelsey Alexandra Wright of Memphis, Tennessee
Thomas Justin Bayless of Memphis, Tennessee
Nathan Wiley Reynolds of Memphis, Tennessee

The intent of this provision is to allow to the maximum extent permissible by an applicable rule of law the occurrence of any event contemplated by this Agreement.

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Witness Our Signatures on the date herein below.

This the 24th day of October, 2003.

The Mayor and Aldermen of
The City of Vicksburg, MS
/s/ Laurence E. Leyens
By:	Laurence E. Leyens,
	Mayor

Attest:

/s/ [ILLEGIBLE]                               
     City Clerk

This the 22nd day of October, 2003.

Columbia Properties, Vicksburg, LLC
/s/ William J. Yung
By:	William J. Yung
	President

37

STATE OF KENTUCKY	)
	)ss.
COUNTY OF KENTON	)

     Personally appeared before me, the undersigned authority in and for the said county and state, on this 22^nd day of October, 2003, within my jurisdiction, the within named Willims J. Yung who acknowledged that he is the president of Columbia Properties Vicksburg, L.L.C., a Mississipi limited liability company, and that for and on behalf of the said limited liability company, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said limited liability company so to do.

/s/ [ILLEGIBLE]

NOTARY PUBLIC

My Commission Expires:

MICHELLE STALLMEYER

[ILLEGIBLE]

/s/ Michelle Stallmeyer
Signature

38

State Of Mississippi
County of Warren

     On this 24^th day of October, 2003, personally appeared before me, a notary public in and for said County and State, Lawrence Leyens, known to me to be the Mayor of the City of Vicksburg, Mississippi and upon oath did depose that he is the Mayor of said City, that the signature to said instrument was made by him as Mayor of said City, and that the City executed the said instrument freely and voluntarily and for the uses and purposes therein mentioned.

/s/ Barbara Jean Luke

Notary Public

My Commission Expires: July 11, 2007

EX-10.12

YACHT CLUB

EXHIBIT 10.12

06 – 087.B.5

DOCKAGE AGREEMENT

     1. PARTIES:

     This Dockage Agreement is made this, the 29^th day of December, 1992, by and between the Greenville Yacht Club, a Mississippi corporation (hereinafter “Yacht Club”) and Cotton Club of Greenville, Inc., a Mississippi corporation (hereinafter “Cotton Club”).

WITNESSETH:

     2. AMENDMENT OF OPTION:

     Yacht Club has previously entered into a written Option agreement with Matt Walker, being the same person as Matthew B. Walker, dated October 9, 1992. For and in consideration of the sum of $10.00 cash in hand paid to Yacht Club by said Matthew B. Walker, as agent for his principal, Cotton Club of Greenville, Inc., a Mississippi corporation, and the mutual promises, obligations and undertakings hereinafter set forth, receipt and sufficiency of all of which is hereby acknowledged by the parties hereto, said Option is hereby amended as follows: (a) to substitute as the optionee named therein Cotton Club of Greenville, Inc., granting to said corporation all of the rights as optionee thereunder to the same full extent as if said corporation, instead of Walker, had been originally named therein as optionee; and (b) to substitute this Dockage Agreement for the similar agreement originally attached as Exhibit “A” to said Option. In the event that said Option is exercised by Cotton Club of Greenville, Inc., this Dockage Agreement shall constitute Exhibit “A^” thereto and

shall constitute the sole and entire agreement between the parties, and the prior similar agreement originally attached as Exhibit “A” to the option is hereby declared null, void and of no further effect whatsoever.

     3.  INCEPTION AND TERMINATION:

          (a) This Dockage Agreement shall become effective upon exercise by Cotton Club of the above mentioned Option (the “inception date”); subject, however, to Cotton Club having the right to terminate this Agreement at any time during the first year of the initial term of this Agreement if it is not duly licensed during said year to operate a riverboat gaming casino at the location contemplated by this Agreement and does not otherwise receive all necessary authorizations from the Mississippi Tax Commission and/or the Mississippi Gaming Commission to operate such a casino. Provided, however, that in the event of such termination Cotton Club shall nevertheless be unconditionally obligated to pay to Yacht Club the first year’s dockage fee of $300,000.00, as hereinafter provided, and such payment will fully discharge all of its obligations for payment of any dockage fees under this Agreement. Cotton Club covenants and agrees to exercise due diligence in obtaining and maintaining such license and authority.

          (b) Further, Cotton Club may terminate this Agreement, without cause, at any time during the second year or any subsequent year of the initial term, or at any time during any year of any option term hereof which has come into existence by virtue of exercise of such option by Cotton Club, by giving written notice of

2

termination to Yacht Club prior to midnight on December 31 of any such year, whereupon this Agreement will be thereby terminated, effective immediately upon the giving of such notice; provided, however, that in event of such termination by Cotton Club it will nevertheless be unconditionally obligated to pay to Yacht Club the full dockage fee for the next succeeding year, and such payment will fully discharge all of its obligations for payment of any dockage fees under this Agreement.

     4. DOCKAGE RIGHTS OF COTTON CLUB:

     Yacht Club does hereby grant to Cotton Club the right to tie up, at Yacht Club’s dock, subject to the terms hereafter stated, a vessel or vessels, owned/operated/chartered by Cotton Club. The precise location of such dockage, and the specific configuration of dock barges, gangways, cables, anchors, etc., is to be agreed upon by the parties. The general location of Cotton Club’s vessel shall be the southernmost end of the waterfront leased by Yacht Club from the City of Greenville. The general configuration shall be such that both Yacht Club’s vessel and Cotton Club’s vessel will be parallel to each other and perpendicular to the bank of Lake Ferguson.

     Yacht Club’s grant to Cotton Club of the right to dock its vessel(s) is made with disclaimer of all warranties, express or implied, of whatsoever kind, nature or character, associated with Yacht Club’s facilities/premises. In particular, Yacht Club does not warrant the suitability, fitness, habitability or seaworthiness of the existing vessels or premises to which Cotton Club’s vessel(s) will be docked.

3

     5. NO BAILMENT CREATED:

     It is expressly understood that the dockage of Cotton Club’s vessels to and on Yacht Club premises/facilities does not create the existence of a bailor/bailee relationship between Cotton Club and Yacht Club. The parties agree that since Cotton Club’s vessel(s) will not be delivered to Yacht Club as that term is understood in maritime law, then no maritime presumptions of fault, etc., will arise in Cotton Club’s favor should Cotton Club’s vessels sustain damage while docked pursuant to this Agreement. However, Cotton Club’s failure to timely pay rents or commission of any tortious act which causes damage to Yacht Club (or any of its members or guests) by any Cotton Club vessel will give rise to a maritime lien in favor of Yacht Club (or the member or guest so injured) against the offending vessel.

     It is specifically agreed that Cotton Club will have sole and exclusive responsibility for maintaining the care, custody and control of the vessel(s) which Cotton Club ties to the vessel(s) owned and premises maintained by Yacht Club. Cotton Club’s duty in this regard will include, but not be limited to, the duty to select fit and proper links/cables/mooring devices to insure that such vessel(s) are securely and safely docked, to periodically inspect said lines/cables/etc. to insure that they remain fit and of proper adjustment, and to periodically inspect its vessel(s) to insure that it remains seaworthy in all respects during the term of this agreement.

4

     The responsibility of Cotton Club, delineated herein, for maintaining the care, custody and control of its vessel(s) and the common areas shall not include any duty or responsibility on its part to inspect, maintain or otherwise secure in any way the vessel(s) and premises under the exclusive control of Yacht Club. Yacht Club’s commission of any tortious act which causes damage to Cotton Club’s vessel(s) (or to any of its business invitees, members or guests) will give rise to a maritime lien in favor of Cotton Club (or to the invitee, member or guest so injured) against the offending vessel.

     Cotton Club agrees that it will hold and keep Yacht Club, its employees and agents, harmless and will indemnify Yacht Club from any and all liability or claims for damages on account of destruction, loss or damage to any of Yacht Club’s property or on account of injury or death to any person whomsoever, including but not limited to members, guests, employees and business invitees of Yacht Club, but only to the extent that such liability is attributable to the acts or omissions (negligent or otherwise) of Cotton Club or its employees or agents.

     6. TERM:

     The initial term of this agreement is five (5) years. This term shall commence on the inception date, as provided in Section 3 above, and shall end sixty (60) months thereafter.

     Yacht Club grants unto Cotton Club one five (5) year option term to begin upon the expiration of the initial term, an additional five (5) year option term to begin upon the expiration

5

of the first option term, and a third option term to begin upon the expiration of the second option term and expire upon August 31, 2010. Provided that Cotton Club has exercised all prior option terms, if any, and is then in compliance with all terms of this agreement, Cotton Club may exercise the next option term, if any, by notifying Yacht Club in writing, not less than ninety (90) days prior to the expiration of the then current term of this Agreement of its intent to so exercise the next option term.

     7. DOCKAGE FEES:

     During the initial five (5) year term this Agreement, Cotton Club agrees to pay Yacht Club an annual dockage fee of Three Hundred Thousand Dollars ($300,000.00) payable as follows: The cash sum of $50,000.00 has been previously paid for and on behalf of Cotton Club upon the execution of the option dated October 9, 1992, for the moorage rights granted herein, the receipt and sufficiency of which is hereby acknowledged by Yacht Club; and the balance of $250,000.00 shall be paid in three (3) equal (more or less) installments on January 9, 1993, April 1, 1993, and July 1, 1993, in accordance with the terms and conditions of the promissory notes attached hereto as Exhibits “A”, “B” and “C”. Subject to the provisions of Section 3 above, with respect to termination, each successive annual payment will be due in advance on a yearly basis on the anniversary of the inception date of this Agreement and continue throughout the term of this Agreement and any extensions thereof. The annual dockage fees during the option terms, if any, shall be as follows: During the first option term — $330,000.00

6

per annum; during the second option term — $360,000.00 per annum; during the final and third option term — $390,000.00 per annum, prorated on a daily basis for any year of that term less than 365 days.

     8. FEES MUST BE PAID IN A TIMELY FASHION:

     Cotton Club promises to pay fees in a timely fashion and such promise is a material term of this Agreement. The parties agree that time is of the essence with respect to this promise on Cotton Club’s part and any failure on Cotton Club’s part to timely pay would constitute a material breach of contract. The burden of proof of payment of dockage fees, in case of controversy, shall be upon Cotton Club.

     9.  EXCLUSIVITY PROVISIONS:

     Yacht Club further agrees that so long as Cotton Club is not in default of this Agreement, it will not allow any other vessel which is primarily engaged in the business of gaming to tie up at its dock or otherwise occupy any waterfront space in which Yacht Club has any rights, title or interest. Cotton Club agrees that so long as it, or any of its successors, continues to operate, or continues to have an interest in, the gaming casino contemplated by this Agreement, neither Cotton Club nor any such successor to Cotton Club will negotiate for or enter into any agreement for dockage of any vessel to be used for gaming purposes at any other location in the Greenville, Mississippi area; provided, however, during the third option term of this Agreement Cotton Club or its successor or successors shall not be restricted from negotiating or entering into any agreement for dockage of a gaming vessel on Lake Ferguson.

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     10. WARRANTIES BY THE PARTIES:

     (A) Cotton Club

     Cotton Club warrants that any vessel that it docks (or causes to be tied) to any vessel owned by Yacht Club will be, at all times during this Agreement:

          (1) In full compliance with any requirements imposed by the United States Coast Guard for vessels in like service.

          (2) Seaworthy in all respects.

          (3) Secured/tied/anchored in a way not to cause damage or instability to Yacht Club’s vessel itself or any other vessel lawfully moored to the Yacht Club.

          (4) Properly lit and marked so as not to pose a risk of collision to vessels navigating Lake Ferguson.

          (5) Equipped with safe means of ingress and egress.

          (6) Cotton Club is a duly authorized and existing corporation, qualified to do business in the State of Mississippi with full right and authority to enter into this Agreement, and each person signing on behalf of Cotton Club is authorized to do so.

          (7) Any conveyance by Cotton Club of all or substantially all of the assets of the corporation will be subject to the prior written approval of Yacht Club, provided, however, that such approval will not be unreasonably withheld.

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     (B) Yacht Club

          Yacht Club warrants that:

          (1) For so long as Cotton Club is not in default under this Agreement, Cotton Club shall and may peaceably possess and enjoy all of the benefits of this Agreement for the initial term, and for any option term(s), without any interruption or disturbance, and Yacht Club will defend Cotton Club in the peaceful and quiet enjoyment of said benefits and rights granted herein against all persons (excluding requirements imposed on Cotton Club by any governmental regulatory agency or entity).

          (2) The lease between Yacht Club and the City of Greenville, Mississippi, dated October 6, 1987, is in full force and effect, Yacht Club is not in default of any terms or conditions therein, and Yacht Club shall continue to observe and perform each and every term and condition of that lease. Yacht Club shall not do or permit any act, condition or thing to occur that would or may constitute a default under that lease. Yacht Club shall do all things at its sole expense to extend the term of that lease to equal the term of this Agreement, including any option terms pursuant to Section 6 above.

          (3) The agreement between Yacht Club and International Gaming Management, Inc. has terminated and is void, neither International Gaming Management, Inc. nor any other persons or entity has any rights, claim or interest in, under or to any agreement with Yacht Club for dockage of a vessel similar to Cotton Club’s and Yacht Club is fully empowered to grant, convey and allow Cotton Club to use the dockage space which is the subject of this Agreement.

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          (4) Yacht Club shall cooperate with Cotton Club in permitting Cotton Club, together with its patrons, customers, employees, agents and others authorized to board its vessel, to have safe and convenient ingress to and egress from that vessel and Yacht Club shall neither interfere, nor permit any interference, with such ingress and egress. This provision is subject to the related provisions of Section 32 below.

          (5) Yacht Club is a duly-authorized and existing corporation, qualified to do business in the State of Mississippi, with full right and authority to enter into this Agreement, and each person signing on behalf of Yacht Club is authorized to do so.

     11. PROTECTION FROM VIOLATIONS:

     Each party covenants that it shall save and hold the other harmless from any violations by it or its agents of: laws of the United States; administrative regulations promulgated by agencies of the United States; laws of the State of Mississippi; and applicable county and municipal ordinances and laws.

     Both Yacht Club and Cotton Club covenant that they shall commit no act or omission which would constitute a violation of Yacht Club’s lease agreement with the City of Greenville.

     12. PERMITS, LICENSES, ETC.:

     Should it be necessary to obtain any permits, or modifications or changes in any existing permits from the U.S. Army Corps of Engineers, Coast Guard, or any other governmental agency, or to

10

obtain any licenses from any governmental agency, in order to effectuate, in a lawful manner, the dockage of Cotton Club’s vessels, the acquisition of any such permits, licenses, etc., and the costs associated therewith will be the sole responsibility of Cotton Club. Yacht Club covenants to cooperate with Cotton Club in obtaining any such permits, etc.

     13. ALTERATIONS OR IMPROVEMENTS:

     Yacht Club grants unto Cotton Club and Cotton Club reserves the right to make from time to time, at Cotton Club’s sole expense, changes or alterations to the docking arrangement of the vessels located at the Yacht Club, including location of gangways which Cotton Club reasonably deems necessary for the efficient use of its vessel as a floating gaming casino. Should it be necessary to purchase additional dock barges, gangways, anchors, pilings, cables, fittings, etc., in order to properly dock Cotton Club’s vessel(s), such purchases will be made by Cotton Club, at Cotton Club’s sole expense. Any such purchases will not be deducted from dockage fees, nor otherwise used as a set-off. Any and all dock barges, gangways, anchors, pilings, cables, fittings, etc., purchased by Cotton Club will immediately become the property of Yacht Club and Cotton Club agrees to execute any and all documents necessary to transfer title of same to Yacht Club.

     Any such changes or alterations shall be made in accordance with the plans and specifications submitted to and approved in writing by Yacht Club in advance of the commencement of any such changes or alterations, which approval shall not be unreasonably withheld.

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     It is understood and agreed that Cotton Club shall not make any changes or alterations which would diminish the value of Yacht Club’s facilities, impair the usage of Yacht Club’s own vessels and facilities, weaken the existing structures or dockage facilities, reduce the insurability of any of the vessels located at the Yacht Club, including the Yacht Club itself, or in any other manner interfere with the use of the Yacht Club or any of the other vessels that are docked there by Yacht Club or its members and their guests.

     Should reanchoring or rearrangement be necessary, Cotton Club agrees to reanchor the existing Yacht Club vessels in a workmanlike manner, such reattachment and reanchoring to be performed with reasonable care and the result of which shall be as similar as practical to the present attachment and anchoring. Cotton Club further agrees to indemnify and hold Yacht Club and any vessels owned by Yacht Club harmless from any accident arising due to any defect in the location or method or material of the attachment and/or any defects in the dockage equipment, and further agrees to indemnify and hold Yacht Club harmless from any damage that might be caused to Yacht Club vessels or to any of the property of the members of Yacht Club as a result of the Cotton Club vessels being defectively docked there, or as a result of any negligence and/or defect in the method by which any of the vessels are attached or reattached by Cotton Club. In addition, Cotton Club shall be solely responsible for making such periodic adjustments to the

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agreement shall provide that such policy shall not be cancelled without thirty (30) days written notice to the Yacht Club.

     If Cotton Club fails to continuously provide such insurance, Yacht Club may obtain such insurance and Cotton Club will reimburse Yacht Club for the cost thereof within ten days after Yacht Club’s written demand for reimbursement.

     15.  INSOLVENCY OR BANKRUPTCY:

     In the event of the insolvency or bankruptcy of Cotton Club or the filing of any Petition under the Bankruptcy Act, voluntarily or involuntarily, and if such bankruptcy is not dismissed within ninety (90) days of the filing of such petition, or in the event of a general assignment for the benefit of creditors, then Yacht Club shall have the right and privilege to either (a) immediately terminate this Agreement by thirty (30) days written notice; or (b) re-enter and take possession of the dockage space and hold cotton Club liable for the difference, if any, between the dockage fees herein reserved for the unexpired portion of the existing term and any amount of dockage fees from a third party which Yacht Club is able to procure for the unexpired portion of the term, such monthly difference being a separate cause of action, nor shall Yacht Club be liable to Cotton Club for any larger amount of which Yacht Club is able to procure. Provided, that nothing herein shall obligate Yacht Club to enter into any agreement with any third party for the subject dockage space or any portion thereof for said unexpired portion of the term.

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     16. DELIVERY AT END OF DOCKAGE AGREEMENT:

     Cotton Club agrees to deliver to Yacht Club, or Yacht Club’s agents or assigns, the dockage space at the end of this Agreement, cleared of all persons and property, in the same good order and condition as the same were received by Cotton Club, ordinary wear and tear, and damage by fire or other casualty covered by insurance excepted, and, if requested by Yacht Club, to reposition Yacht Club’s facilities to their original-position occupied prior to inception of this Agreement, insofar as same is reasonable and practicable, at Cotton Club’s sole expense. No demand or notice of such delivery shall be necessary.

     17. RIGHT OF ENTRY:

     Yacht Club reserves the right during the term of this dockage agreement to enter upon and into any vessel placed at the dockage space at reasonable hours to inspect the same, but has no obligation to make an inspection of said vessel.

     18. NUMBER OF VESSELS:

     This Agreement entitles Cotton Club to dock no more than one (1) casino vessel at the Yacht Club. However, Cotton Club shall be permitted to furnish and position one or more additional vessels to be owned by Yacht Club across the front of Cotton Club’s and Yacht Club’s vessels for use in boarding those vessels.

     19. DEFAULT OF DOCKAGE FEES, ETC.

     All covenants and agreements herein made and obligations assumed are to be construed also as conditions, and these presents or upon the express condition that if Cotton Club shall fail to

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pay, when due, any one of the aforesaid annual dockage payments, or any other money due or payable hereunder, and the said failure to pay shall continue for twenty (20) days after the mailing of written notice by certified or registered mail to Cotton Club by Yacht Club of such failure to pay, or should Cotton Club fail to perform or observe any of the other covenants, agreements or obligations herein made or assumed by Cotton Club, and such failure shall continue for thirty (30) days after the mailing of written notice by certified or registered mail to Cotton Club by Yacht Club of such default, then, and thenceforth, in any said events, this Agreement may be terminated at the option of the Yacht Club of written notice to Cotton Club and Yacht Club may immediately retake possession of the dockage space by removing any vessel or vessels occupying same and hold any such vessels until amounts in default have been paid, failing which payment Yacht Club may exercise its maritime lien against any such vessels for dockage charges. In addition, Yacht Club shall thereafter be entitled to recover of Cotton Club the difference, if any, between all sums due to it under this Agreement and any amount of dockage charges from a third party which Yacht Club is able to procure during the unexpired portion of the term, such difference being a separate cause of action, nor shall Yacht Club be liable to Cotton Club for any larger amount of which Yacht Club is able to procure. Provided, that nothing herein shall obligate Yacht Club to bargain or sell the dockage space or any portion thereof for said unexpired portion of the term hereof.

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     20. RIGHT TO TERMINATE NOT EXCLUSIVE:

     In addition to Cotton Club’s right to terminate this Agreement as provided in Section 3 above, each party shall have the right to terminate this Agreement, together with all rights and duties hereunder, in the event of the other’s default of any material terms or provisions herein. This right to terminate is in addition to and not in exhaustion of such other rights that either party has or causes of action, either under state, federal or maritime law, that may accrue because of a party’s failure to fulfill, perform or observe the obligations, agreements or covenants of this agreement, and the exercise or pursuit by either party of any of the rights or causes of action accruing hereunder shall not be in exhaustion of such other rights or causes that such party might otherwise have.

     21. ASSIGNMENT:

     Cotton Club shall have the right to assign the dockage space or any and all other rights under this Agreement to an entity in which it has a financial interest, but not otherwise without the written approval of Yacht Club, which approval shall not be unreasonably withheld. No such assignment shall relieve Cotton Club of any of its obligations under this Agreement.

     22. SINKING OF DOCKED VESSEL:

     Should any vessel docked by Cotton Club at the Yacht Club sink then Cotton Club will have the obligation of raising the vessel at Cotton Club’s expense should Yacht Club so decide. Such obligation to raise the sunken vessel would be independent of and in addition to any obligation imposed by the United States Corps of Engineers

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or the United States Coast Guard regarding wreck removal.

     23. WAIVER OF BREACH:

     It is hereby covenanted and agreed that no waiver of a breach of any of the covenants of this Agreement shall be construed to be a waiver of any succeeding breach of the same or any other covenants.

     24. ATTORNEY’S FEES:

     Cotton Club covenants to pay all costs of collection, including reasonable attorney’s fees, if all or any part of the dockage fees provided for herein are collected after maturity and after expiration of the grace period provided for with respect to forfeiture in Section 19 with the aid of an attorney. Also either Yacht Club or Cotton Club shall pay reasonable attorney’s fees to the other party’s attorney in the events it becomes necessary for the non-defaulting party to employ an attorney to force the defaulting party to comply with any of the covenants, obligations, or conditions imposed by this Agreement.

     If a final court decision is to the effect that the party charged is not in violation or default, such party shall not be required to pay attorney’s fees incurred by the charging party.

     25. UTILITIES:

     Cotton Club agrees that at its sole expense it will take such actions as are necessary to provide any vessel docked at the Yacht Club by Cotton Club with sewerage and utility services and will be solely responsible for the timely payment of all electric, gas, telephone or other utility services provided to any vessel docked

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by it at the Yacht Club.

     26. HOLDING OVER:

     It is mutually understood and agreed that in the event Cotton Club should hold over after the termination of this Agreement, either by expiration of the term herein stated or otherwise, such holding over shall not be construed as a holding over from month to month, year to year, or term of years, or for a periodic term of any kind, but such holding over shall be from day to day and solely at the will of Yacht Club.

     27. REPAIRS:

     Cotton Club shall be solely responsible for any and all repairs or maintenance on its vessel(s) docked at the Yacht Club provided the need for such repairs does not arise out of Yacht Club’s negligence. Additionally, Cotton Club shall be solely responsible for any repairs or maintenance required on the gangways, anchors, deadmen, cables, chains, spuds, or additional docked barges needed for the safe dockage of any Cotton Club vessel, and Cotton Club shall assume full responsibility for the safe and continued flotation of any such vessel, excluding however repairs and/or flotation deficiencies arising out of Yacht Club’s negligence. Cotton Club shall also be responsible for providing good and strong cable reasonably sufficient to withstand wind, wake and waves, the rise and falls of the water levels of Lake Ferguson, and reasonably sufficient to keep its vessel safely docked at the Yacht Club. Cotton Club shall be solely responsible for the mooring cable and anchor adjustments necessary for it to move or

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relocate the existing Yacht Club vessel, or other vessels at the Yacht Club facility, or for it to relocate any such vessels, including its own, or any such attached piers.

     28. NOTICES:

     All notices to be given to either party shall be by certified mail or registered mail, return receipt requested, whether or not specifically stated herein. All notices to be given to Yacht Club shall be addressed to it at P.O. Box 417, Greenville, Mississippi, 38701, or to such other address as shall hereafter be directed in writing by Yacht Club to Cotton Club. A copy of any such notice to Yacht Club shall be mailed simultaneously to its attorney, as follows: C.W. Walker, III, Lake, Tindall, Hunger & Thackston, P.O. Box 918, Greenville, MS 38702-0918. All notices herein provided to be given to Cottons Club shall be addressed to it at P.O. Box 914, Mobile, Alabama 36601, or to such other address as shall hereafter be directed in writing by Cotton Club to Yacht Club. A copy of any such notice to Cotton Club shall be mailed simultaneously to its attorneys, as follows:

Fred C. DeLong, Jr. or Roy D. Campbell, III, Campbell, DeLong, Hagwood & Wade, P. O. Box 1856, Greenville, Mississippi 38702-1856. The time any such notice shall begin to run is the date of the mailing of such notice.

     29. APPLICABLE LAW:

     The terms of this Agreement are to be construed under the maritime laws of the United States, to the extent applicable, if any, and/or under the laws of the State of Mississippi.

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     30. FOR CONVENIENCE ONLY:

     Captions of the several articles contained in this Agreement are for convenience only.

     31. COMPLIANCE WITH COAST GUARD REGULATIONS:

     Cotton Club shall be solely responsible for such lighting and/or marking of any of its vessels, and any anchorage or mooring cables affixed thereto as are required by the U.S. Coast Guard regulations or any and all other applicable law. Additionally, Cotton Club shall be solely responsible for the securing of any and all Coast Guard permits required for the operation of the demised premises by Cotton Club in the fashion anticipated.

     32. INGRESS AND EGRESS:

     Cotton Club shall be solely responsible for the installation, maintenance and repair of any walkways or gangways used to board Cotton Club’s vessel or vessels. Cotton Club shall be obligated to keep any such walkways and/or gangways free of ice or any other obstructions which might impair ingress and egress and will be required to maintain adequate lighting in said areas. Yacht Club shall cooperate with Cotton Club in allowing it to provide safe and convenient ingress and egress to its vessel to accommodate the expected heavy flow of patrons and guests to its vessel, as set forth in Section 10(B)(4) above.

     The parties’ rights and obligations respecting common areas used by their patrons, invitees, guests, agents and employees, such as the gangway and/or access barge which they contemplate using jointly for boarding, shall be to enjoy equal access to and across

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such areas, with Cotton Club alone to be responsible for maintaining those areas and for furnishing any equipment needed for such common areas.

     33. SECURITY:

     Cotton Club shall be responsible for providing security to guard against unwanted persons boarding its own vessels, and shall also be responsible for providing security to guard against its own patrons entering vessels owned by Yacht Club or its members.

     34. RELATION OF THE PARTIES:

     This Agreement shall in no way be construed or interpreted as creating a partnership, joint venture, or any legal relationship between Yacht Club and Cotton Club other than that of a dockage relationship. Nor shall this Agreement be construed or interpreted as a lease or sub-lease; it is strictly an agreement for certain dockage rights and responsibilities.

     35. AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS:

     The parties agree that the foregoing Agreement may be executed in counterparts, that facsimile signatures (whether by fax or otherwise) will be considered as valid as pen-and-ink signatures, and that when counterparts have been executed by all parties, the Agreement shall be binding in accordance with its terms.

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     IN WITNESS WHEREOF, the parties hereto have executed this Dockage Agreement on the date first above written and hereby attest that they have read the foregoing and that it is their true and complete agreement.

	GREENVILLE YACHT CLUB
	By:	/s/ [ILLEGIBLE] Commodore
ATTEST:
/s/ [ILLEGIBLE] Secretary
	COTTON CLUB OF GREENVILLE, INC.
	By:	/s/ Matthew B. Walker Matthew B. Walker, President

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named [ILLEGIBLE] and [ILLEGIBLE], respectively the Commodore and Secretary of the GREENVILLE YACHT CLUB, a Mississippi corporation, who acknowledged that as such officers and for and on behalf of said corporation as its act and deed they signed and delivered the above and foregoing Dockage Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 29^th day of Dec., 1992.

	/s/ [ILLEGIBLE] Notary Public
My Commission Expires:
12/5/95

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named Matthew B. Walker, President of COTTON CLUB OF GREENVILLE, INC., a Mississippi corporation, who acknowledged that as such officer and for and on behalf of said corporation as its act and deed he signed and delivered the above and foregoing Dockage Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 29^th day of Dec., 1992.

	/s/ [ILLEGIBLE] Notary Public
My Commission Expires:
12/5/95

EX-10.12(A)

Exhibit 10.12(a)

AGREEMENT

     The parties hereto, Greenville Yacht Club and Cotton Club of Greenville, Inc., hereby mutually agree as follows:

     1. By letter agreement dated December 29, 1992, the parties agreed that the $50,000 previously paid by the Cotton Club as consideration for an option would become unconditionally the Yacht Club’s property and that the remaining $250,000 (applicable to the first year’s dockage fees) would be conditioned upon the Cotton Club of Greenville, Inc. fully obtaining all necessary permits from the United States Corps of Engineers, and that should Cotton Club of Greenville, Inc. be unsuccessful in obtaining any such permits that the remaining $250,000 would be refunded and that the Dockage Agreement between the parties would become null and void and of no further effect.

     2. Also on December 29, 1992, Matthew B. Walker, as President of the Cotton Club of Greenville, Inc. executed three promissory notes evidencing the terms of payment of the remaining $250,000.

     3. The parties hereto amend their agreement (including the promissory note dated December 27, 1992, requiring payment of $83,333.33 plus interest on April 1, 1993) regarding the payment of the remaining $250,000 as follows:

     a. The sum of $83,333.34 plus interest which was due and payable on January 9, 1993, and which was in fact paid on January 9, 1993, is unconditionally the property of the Greenville Yacht Club, and specifically is not conditioned in any way upon the acquisition of the requisite Corps of Engineers permits, or anything else for that matter; and

     b. Payment of the second $83,333.33 plus interest accrued through April 1, 1993, which was to be due and payable on April 1, 1993, shall not be due and payable until July 1, 1993, the same time at which the third payment of $83,333.33 shall be due and payable; and

     c. The parties agree to suspend the accrual of interest from April 1, 1993, up through and including July 1, 1993, on that promissory note dated December 29, 1992 that was previously due and payable on April 1, 1993.

     4. In all other respects the agreement between the parties regarding the interest rates payable on the notes and the other terms embodied in the notes themselves will remain in full force and effect. Additionally, the retention of the remaining $166,666.66 of the first year’s dockage fees, as well as the dockage agreement itself, will remain contingent upon the acquisition by the Cotton Club of Greenville, Inc. in obtaining its necessary United States Corps of Engineers permits as originally set forth in the letter of December 29, 1992.

     AGREED, this 2 day of April, 1993.

	COTTON CLUB OF GREENVILLE, INC.
	By:	/s/ [ILLEGIBLE]
Date: 4-2-93
	GREENVILLE YACHT CLUB
	By:	/s/ [ILLEGIBLE]
Date: 4-2-93

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EX-10.12(B)

Exhibit 10.12(b)

SECOND AMENDMENT TO DOCKAGE AGREEMENT

     THIS SECOND AMENDMENT TO DOCKAGE AGREEMENT (“Amendment”) is made and entered into on this, the 27th day of July, 1995, by and between THE GREENVILLE YACHT CLUB, a Mississippi corporation (hereinafter “Yacht Club”), and COTTON CLUB OF GREENVILLE, INC., d/b/a COTTON CLUB CASINO, a Mississippi corporation (hereinafter “Cotton Club”).

WITNESSETH:

     WHEREAS, on or about December 29, 1992 the Yacht Club and Cotton Club entered into that certain Dockage Agreement (hereinafter “Original Agreement”); and

     WHEREAS, on or about April 2, 1993, the Yacht Club and Cotton Club amended the Original Agreement to modify its terms governing payment of the initial dockage fee (for the year 1993); and

     WHEREAS, the Yacht Club and Cotton Club desire to amend further the Original Agreement and to resolve certain differences which have arisen between them, all as set forth herein.

     NOW, THEREFORE, in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein and in the Original Agreement, the sufficiency of which is hereby acknowledged, the Original Agreement is further modified, altered and changed in the following respects only, and the parties agree as follows:

     1. The provision in Section 7 of the Original Agreement requiring Cotton Club to make annual payments is changed to provide for payment of the dockage fees in consecutive, equal monthly installments, to be paid together with: (a) Mississippi sales tax on those fees at the applicable rate; and (b) interest on the unpaid balance of that year’s dockage fee at a rate initially equal to that paid to Planters Bank & Trust Company by the Yacht Club for the

duration of the Yacht Club’s current indebtedness to that bank, and thereafter at a rate equal to one percent (1%) over the prime loan rate announced by Planters Bank from time to time. Such monthly installments shall be paid on the 9th day of each month. The Yacht Club acknowledges that Cotton Club has paid it all monthly dockage fees, interest and sales tax through July, 1995, and the parties agree that Cotton Club shall begin making the monthly payments provided for above on August 9, 1995, and continuing through the primary and any extended term of the Original Agreement, subject to Cotton Club’s rights to terminate. In the event Cotton Club exercises its right to terminate in accordance With Section 3(b) of the Original Agreement, that termination shall not relieve or otherwise effect Cotton Club’s obligation to pay the balance of that year’s dockage fee, sales tax and interest in the amounts and on the dates set forth above. The “full dockage fee for the next succeeding year” which Cotton Club shall be obligated to pay in the event of such termination shall be the then annual dockage fee set forth in ¶ 7 of the Original Agreement, which sum shall be paid in a lump sum (and not in monthly payments) in advance on or before the 29th day of December in the year in which Cotton Club gives its written notice of termination; provided, however, Cotton Club shall not be obligated to pay any portion of the Mississippi sales tax on that dockage fee.

     2. In addition to the payments provided for in Section 7 of the Original Agreement, as amended herein, Cotton Club agrees that it shall pay to the Yacht Club the sum of $1,750.00 per month, on the 9th day of each month, beginning on August 9, 1995, and ending on December 9, 1995, said payment representing the balance of one-half of the Mississippi sales tax due on the dockage fees paid by Cotton Club to the Yacht Club during 1993 and 1994.

     3. In addition to the payments provided for in the Original Agreement, as amended herein, Cotton Club agrees that it shall pay the Yacht Club the sum of One Hundred Thousand and No/100 Dollars ($100,000) for a full, final and complete release of any claims (a) of ownership that Yacht Club may have on the barge presently used by Cotton Club to provide

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ingress and egress to Cotton Club and the Yacht Club and (b) for damages to Yacht Club’s piers, gangways, anchors, vessels, cables, etc., resulting from adjustments to the parties’ mooring cable (s) and/or anchor(s). That sum of $100,000.00 shall be paid as follows: the sum of Fifty Thousand and No/100 Dollars ($50,000.00) in cash on November 1, 1995; beginning December 9, 1995, and continuing on the ninth day of each month thereafter, through and including September 9, 1996, the sum of Five Thousand and No/100 Dollars ($5,000.00) in cash. The Yacht Club agrees that upon payment of that sum of $100,000.00 by Cotton Club all such claims of Yacht Club to ownership of the barge (including its cables, gangway, etc., and any fixtures thereon) and for damages to its piers, gangways, etc., shall be deemed to be released and discharged, end Yacht Club shall execute any and all documents to further effectuate and/or document such release.

     4. Effective upon payment of the aforesaid sum of $100,000.00, Section 18 of the Original Agreement shall be deemed to be amended to read as follows:

This Agreement entitles Cotton Club to dock no more than one (1) gaming casino at the location contemplated by this Agreement. However, Cotton Club shall be permitted to furnish and position one or more additional vessels across the front of Cotton Club’s and Yacht Club’s vessels for use in boarding those vessels. Yacht Club makes no claim of ownership over, on, in or to either Cotton Club’s gaming casino or its barge.

     5. In the event the payments set forth in ¶ ¶ 1, 2 and 3 above are not paid when due, and that failure to pay shall continue for ten (10) days after Yacht Club simultaneously (a) mails by certified or registered mail and (b) transmits via facsimile, to Cotton Club and to its attorneys (to the addresses and fax numbers set forth in ¶ 8 below) written notice of such failure to pay, then Yacht Club may invoke the default remedies under ¶ 19 of the Original Agreement; and, in addition, a late penalty shall be assessed thereafter as follows: $35.00 for the first day, or portion thereof; $60.00 for the second day, or portion thereof; $80.00 for the third day, or portion thereof; $125.00 for the fourth day, or portion thereof, $150.00 for the fifth day, or portion thereof; and $500.00 for the sixth and each subsequent day, or portion thereof.

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     6. The last sentence of the first paragraph of Section 13 of the Original Agreement is deleted, and the following inserted in lieu thereof:

Cotton Club agrees that on or before the end of the term of the Original Agreement and any renewals or extensions thereof, it shall provide the Yacht Club with ingress and egress comparable to that utilized by the Yacht Club prior to Cotton Club’s dockage of its vessel.

     7. Yacht Club hereby waives and/or forgives any default by Cotton Club under the Original Agreement through and including the date of this Amendment and, likewise, the release of Yacht Club’s claims for damages to its piers, etc., set forth in ¶ 3 above, is limited to actions and conduct occurring prior to this Amendment.

     8. The substance (but not the title) of Section 28 of the Original Agreement is deleted and the following inserted in lieu thereof: Except as otherwise expressly provided, all notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered:

If to Yacht Club:	Greenville Yacht Club
	P. O. Box 417
	Greenville, MS 38702-0417
	Attention: J. T. Hall, Commodore
with copies to:	C. W. Walker, III
	Lake, Tindall & Thackston
	P. O. Box 918
	Greenville, MS 38702-0918
	Fax: (601) 378-2183
If to Cotton Club:	Cotton Club of Greenville, Inc.
	P. O. Box 1777
	Greenville, MS 38702-1777
	Attention: Mike Howard, CEO
	Fax: (601) 378-8953

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with copies to:	Roy D. Campbell, III
	Campbell, Delong, Hagwood & Wade
	P. O. Box 1856
	Greenville, MS 38702-1856
	Fax: (601) 334-6407

or, as to Yacht Club or Cotton Club, at such other address as shall be designated by such party in a written notice to the other party hereto. All such notices and communications addressed to Yacht Club or Cotton Club shall, if sent through the United States Mail, be effective when deposited in the United States Mail, or, if sent by telegraph, telex, telecopy or cable or overnight courier, be effective when so telegraphed, telexed, telecopied, cabled, or delivered to overnight courier, or, if sent by hand-delivery, be effective on the same day so sent.

     9. Cotton Club and the Yacht Club agree that, except as specifically modified and amended as set forth in this Amendment, the Original Agreement shall remain in full force and effect. They further agree that, except as expressly stated herein, the amendments and agreements stated herein shall take effect immediately.

     10. This Amendment may be executed in multiple originals. This document likewise may be executed in multiple counterparts which when taken together shall constitute a single agreement.

     IN WITNESS WHEREOF the parties have executed this Amendment as of the day and year first above written.

COTTON CLUB OF GREENVILLE, INC.
By:	/s/ Mike Howard
	Mike Howard, CEO
THE GREENVILLE YACHT CLUB
By:	/s/ J. T. Hall
	J. T. Hall, Commodore

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EX-10.12(C)

Exhibit 10.12(c)

THIRD AMENDMENT TO DOCKAGE AGREEMENT

     THIS THIRD AMENDMENT TO DOCKAGE AGREEMENT (hereinafter “Third Amendment”) is made and entered into on this the 22nd day of December, 1997, by and between THE GREENVILLE YACHT CLUB, a Mississippi corporation (hereinafter “Yacht Club”); and ALPHA GULF COAST, INC., a Delaware corporation, d/b/a Bayou Caddy’s jubilee Casino (hereinafter “Alpha Gulf Coast”).

WITNESSETH:

     WHEREAS, on or about December 29, 1992, the Yacht Club and Cotton Club of Greenville, Inc., d/b/a Cotton Club Casino (hereinafter “Cotton Club”) entered into that certain Dockage Agreement (hereinafter “Original Agreement”); and

     WHEREAS, on or about April 2, 1993, the Yacht Club and Cotton Club amended the Original Agreement to modify its terms governing payment of the initial dockage fee (for the year 1993); and

     WHEREAS, on or about July 27, 1995, the Yacht Club and Cotton Club amended the Original Agreement further to provide for monthly payment of dockage fees, payment of certain sales taxes, release of certain claims, and payment of penalties for late payments (hereinafter ‘Second Amendment”) [the Original Agreement, the amendment dated 4-2-93 and the Second Amendment are hereinafter referred to collectively as the “Amended Dockage Agreement”]; and

     WHEREAS, by Assignment of Agreements dated December 11, 1997, Jubilation Lakeshore, Inc. (formerly “Cotton Club of Greenville, Inc.”) assigned its rights in the Amended Dockage Agreement to Alpha Gulf Coast; and

     WHEREAS, Alpha Gulf Coast failed to give the Yacht Club timely notice, pursuant to Section 6 of the Original Agreement, of its exercise of its option to renew for an additional term of five years and has requested the Yacht Club to waive such notice; and

     WHEREAS, the Yacht Club has agreed to waive that notice, in consideration for Alpha Gulf Coast’s cash payment of Fifty Thousand Dollars ($50,000.00) and the further amendment of the Amended Dockage Agreement, all as set forth herein.

     NOW, THEREFORE, in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein and in the Amended Dockage Agreement, the sufficiency of which is hereby acknowledged, the Amended Dockage Agreement is further modified, altered and changed in the following respects only, and the parties agree as follows:

     1. Alpha Gulf Coast hereby notifies Yacht Club, and the Yacht Club acknowledges receipt of such notice and waives any further notice requirements under Section 6 of the Original Agreement, of its exercise of the first five (5) year option, which term shall begin at 12:01 a.m. (Central Standard Time) on December 29, 1997, and shall expire sixty (60) months thereafter, at midnight on December 28, 2002, subject to Alpha Gulf Coast’s right to exercise the second five (5) year option.

     2. Simultaneously with the execution of this Third Amendment and in consideration of the waiver of notice as set forth in paragraph 1 above, Alpha Gulf coast has paid the Yacht Club the cash sum of $50,000.00, the receipt and sufficiency of which the Yacht Club hereby acknowledges.

     3. The provision in Section 3(b) of the Original Agreement, granting to Alpha Gulf Coast the right to terminate that Agreement and to then pay only one year’s dockage fee, is hereby deleted and Alpha Gulf Coast shall have no right to terminate its obligations under the Amended Dockage Agreement without cause.

     4. That portion of paragraph 5 of the Second Amendment providing for the assessment of late penalties, following notice, is hereby deleted and in lieu thereof it is agreed

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that a late penalty of $200.00 per day shall be assessed for every day the payments are not paid when due, which penalty shall not be conditioned upon the giving or receipt of any notice.

     5. The last sentence of the first paragraph of Section 13 of the Original Agreement is deleted, all of paragraph 6 of the Second Amendment is deleted, and the following is inserted in lieu thereof:

Alpha Gulf Coast agrees that on or before the end of the term of the Original Agreement and any renewals or extensions thereof, it shall provide the Yacht Club with ingress and egress, and with moorage, comparable to that utilized by the Yacht Club prior to dockage of Cotton Club’s vessel.

     6. The amendments and agreements stated herein take effect immediately.

     7. Alpha Gulf Coast and the Yacht Club agree that, except as specifically modified herein, the Amended Dockage Agreement remains in full force and effect.

     8. This Third Amendment may be executed in multiple originals. Likewise, this Third Amendment may be executed in multiple counterparts which, when taken together, shall constitute a single agreement.

     IN WITNESS WHEREOF the parties have executed this Third Amendment to Dockage Agreement as of the day and year first above written.

ALPHA GULF COAST, INC.
By:	/s/ Thomas W. Aro      Thomas W. Aro, President
THE GREENVILLE YACHT CLUB
By:	/s/ Marcus E. Hooker      Marcus E. Hooker, Commodore

ATTEST:

/s/ [ILLEGIBLE] Secretary

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EX-10.12(D)

Exhibit 10.12(d)

ASSIGNMENT OF YACHT CLUB DOCKAGE
AGREEMENT AND LICENSE AGREEMENT

     WHEREAS, Alpha Gulf Coast, Inc., a Delaware corporation (“Seller”) and Greenville Casino Partners, LP, a Mississippi limited partnership (“Purchaser”), have entered into an Asset Purchase Agreement dated December 17, 1997, (the “Agreement”); and

     WHEREAS, pursuant to the Agreement, purchaser has agreed to assume and perform in accordance with its terms that certain Dockage Agreement dated December 29, 1992, between the Greenville Yacht Club, a Mississippi Corporation, and the Cotton Club of Greenville, Inc. a Mississippi Corporation, as amended by Letter Agreement dated December 29, 1992, and amended by an Agreement dated April 2, 1993, and amended by a Second Amendment to Dockage Agreement dated July 27, 1995, a memorandum of which is filed in Book 1983, Page 649, of the Washington County, Mississippi land records, and by a Third Amendment to Dockage Agreement dated December 22, 1997 (the “Dockage Agreement”) and which was assigned by the Cotton Club of Greenville, Inc., to Alpha Gulf Coast, Inc., a Delaware corporation, by an Assignment effective November 17, 1995, with actual execution on December 11, 1997, and that certain License Agreement dated March 1, 1994, between the Greenville Yacht Club and DRL, Inc., and the Cotton Club of Greenville, Inc., a true and correct copy of which has been delivered to Purchaser (the “License Agreement”) which was subsequently assigned by the Cotton Club of Greenville, Inc., to Alpha Gulf Coast, Inc., by an

Assignment effective November 17, 1995, with actual execution on December 11, 1997;

     NOW, THEREFORE, FOR AND IN consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Seller does hereby sell, convey, assign, transfer and deliver to Buyer all of Seller’s rights in, to and under the Dockage Agreement and License Agreement (The Dockage Agreement and License Agreement are hereinafter referred to as the (“Agreements”), which are incorporated herein by reference.

     Provided further this assignment is made subject to the terms and conditions of the Asset Purchase Agreement, including the representations and warranties contained in the Asset Purchase Agreement.

     Purchaser assumes and agrees to perform, pay and discharge and indemnify and hold Seller harmless from the liabilities and obligations of Seller arising or to be performed from and after the Closing Date (as that phrase is defined in the Asset Purchase Agreement) under the assigned Agreements.

     This assignment and assumption of the assigned Agreements shall bind and shall inure to the benefit of Seller and Purchaser and their respective successors and assigns.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by the duly authorized representatives as of this, the 2 day of March, 1998.

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ALPHA GULF COAST, INC., a Delaware Corporation
By:	/s/ [ILLEGIBLE]
Its:	CFO
GREENVILLE CASINO PARTNERS, L.P. a Mississippi Limited Partnership
By:	GREENVILLE CP, INC.,
	Its General Partner
By:	/s/ [ILLEGIBLE]
Its:	PRESIDENT

STATE OF NEW YORK

COUNTY OF NEW YORK

     PERSONALLY appeared before me, the undersigned authority in and for the jurisdiction aforesaid, the within named James A. Cutler, the CFO of ALPHA GULF COAST, INC., a Delaware corporation, who acknowledged that he signed and delivered the above and foregoing instrument on the day and year therein mentioned, on behalf of said corporation, after being authorized to do so.

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     GIVEN under my hand and official seal this, the 2nd day of March, 1998.

	/s/ Lila E. Gaston
	Notary Public
My Commission Expires: 8/29/99
	LILA E. GASTON
	Notary Public, State of New York
	No. 4879857
	Qualified in New York County
	Commission Expires 8/29/99

STATE OF NEW YORK

COUNTY OF NEW YORK

     PERSONALLY appeared before me, the undersigned authority in and for the jurisdiction aforesaid, the within named John R O’Donnell, the President of GREENVILLE CP, INC., a Delaware corporation, who acknowledged that he signed and delivered the above and foregoing instrument on the day and year therein mentioned, on behalf of said corporation, as its act and deed as the General Partner of GREENVILLE CASINO PARTNERS, L.P., a Mississippi Limited Partnership, having been duly authorized to do so.

     GIVEN under my hand and official seal this, the 2nd day of March, 1998.

	/s/ Lila E. Gaston
	Notary Public
My Commission Expires: 8/29/99
	LILA E. GASTON
	Notary Public, State of New York
	No.4879857
	Qualified in New York County
	Commission Expires 8/29/99

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EX-10.12(E)

10.12(e)

CONSENT AGREEMENT

     THIS CONSENT (“Consent”) is made on this 22 day of February, 2002, by and among THE GREENVILLE YACHT CLUB, a Mississippi corporation (the “Yacht Club”), JMBS CASINO, LLC, a Mississippi Limited Liability Company (“JMBS”), and GREENVILLE CASINO PARTNERS, L.P., a Mississippi Limited Partnership (“GCP”).

RECITALS

     WHEREAS, Yacht Club is the lessor or grantor under those certain agreements described on Exhibit A and incorporated herein (the “Agreement”), under which Greenville Casino Partners, L.P. (the “Assignor”) has the right to use or occupy the premises described in the Agreement (the “Premises”). The Premises is more particularly described in the Agreement and Exhibit B attached hereto.

     WHEREAS, Assignor desires to assign the Agreement to JMBS and JMBS desires to accept an assignment of the Agreement and the Assignor’s rights therein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Yacht Club represents that (i) it is the owner and/or lessor of the Premises and the current owner of the lessor’s, assignor’s or grantor’s, as appropriate, interest under the Agreement, (ii) the Agreement is in full force and effect and has not been amended, supplemented or modified by the Yacht Club, except as set forth on Exhibit A, (iii) a true and correct copy of the Agreement is attached hereto as Exhibit C, (iv) the current term of the Agreement expires on December 28, 2002, and Assignor has renewals as specified under the Agreement, (v) to the best of Yacht Club’s knowledge there are currently no defaults under the Agreement or circumstances under which Yacht Club with the delivery of notice or passage of time would be entitled to declare a default, (vi) this Consent has been approved by all parties in accordance with all legal requirements applicable and is binding upon each party in accordance with its terms.

     2. Yacht Club consents to the assignment of the Agreement by Assignor to JMBS and JMBS’ assumption of all of the rights and obligations of Assignor contained thereunder. Such Assignment shall not relieve Assignor of any of its obligations under the Agreement as currently amended.

     3. Yacht Club agrees that on one or more occasions without Yacht Club’s consent, JMBS may, for the benefit of JMBS’s lender (the “Lender”), assign, mortgage, or otherwise encumber JMBS’s leasehold estate or other interest in the Agreement or the Premises (including any improvements or real property related thereto) under one or more deeds of trust, collateral assignments or similar agreements or assignments and assign the Agreement as security. JMBS agrees to give Yacht Club written notice of any such mortgage, grant or assignment, which notice shall provide the name and address of the Lender. Such mortgage, grant or assignment shall not be construed otherwise to modify or alter the Agreement.

     4. Yacht Club agrees to notify Lender and GCP, in writing, upon the occurrence of any default by JMBS under the Agreement and grants Lender the right to cure such default within the later of (a) the same number of days after such notice that JMBS has to cure such default under the Agreement or (b) thirty (30) days after the Yacht Club delivers written notice by U.S. Mail or facsimile to the Lender and GCP if such default is capable of being cured by the payment of money and at least forty-five (45) days after the Yacht Club delivers written notice to the Lender and GCP if such default is not capable of being cured by payment of money.

     5. Yacht Club agrees to review and execute such additional commercially reasonable documents for the protection of Lender as may be reasonably requested by Lender or JMBS. GCP and/or JMBS shall reimburse Yacht Club for its itemized attorney’s fees and costs in regard to this Consent.

     6. The agreements contained herein may not be modified or terminated orally and shall be binding upon Yacht Club and shall inure to the benefit of JMBS, Lender and each of their respective successors and assigns. This Consent represents the entire agreement of the parties hereto with respect to the subject matter hereof.

     Executed and delivered as of the ____ day of February, 2002.

JMBS CASINO, LLC		THE GREENVILLE YATCH CLUB
By:	/s/ Joseph Yung	By:	/s/ Marcus Hooker
	Printed Name: Joseph Yung		Printed Name: Marcus Hooker
	Title: Manager, JMBS Casino LLC		Title: Commodore
GREENVILLE CASINO PARTNERS, L.P.
By:	/s/ John R. O’Donnell
	Printed Name: JOHN R. O’DONNELL
	Title: PRESIDENT

STATE OF Kentucky

COUNTY OF Kenton

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the jurisdiction aforesaid, the within named JOSEPH YUNG, who affirmed that ___ he is the MANAGER of JMBS Casino, LLC, a Mississippi Limited Liability Company, and that in his/her capacity as same, ___ he executed the above and foregoing document on the day and year therein mentioned for the purposes stated therein, he being duly authorized to do so.

     GIVEN under my hand and official seal, this 28th day of February, 2002.

/s/ Illegible  

NOTARY PUBLIC 

My Commission Expires:

My Commission Expires Oct 24, 2002

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the jurisdiction aforesaid, the within named MARCUS HOOKER, who affirmed that he is the Commodore of The Greenville Yacht Club, a Mississippi corporation, and that in his capacity as same, he executed the above and foregoing document on the day and year therein mentioned for the purposes stated therein, he being duly authorized to do so.

     GIVEN under my hand and official seal, this 22 day of February, 2002.

/s/ Illegible  

NOTARY PUBLIC 

My Commission Expires:

3/27/2003

STATE OF COLORADO

COUNTY OF ELPASO

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the jurisdiction aforesaid, the within named JOHN R. O’DONNELL, who affirmed that __ he is the PRESIDENT of Greenville Casino Partners, L.P., a Mississippi Limited Partnership, and that in his/her capacity as same, __ he executed the above and foregoing document on the day and year therein mentioned for the purposes stated therein, he being duly authorized to do so.

     GIVEN under my hand and official seal, this 5TH day of MARCH 2002.

/s/ Illegible  

NOTARY PUBLIC 

My Commission Expires:

Expiration May 27, 2003

EX-10.12(F)

 10.12(f)

FOURTH AMENDMENT TO DOCKAGE AGREEMENT

     THIS FOURTH AMENDMENT TO DOCKAGE AGREEMENT (hereinafter “Fourth Amendment”) is made and entered into on this the 17^th day of June, 2002, by and between THE GREENVILLE YACHT CLUB, a Mississippi corporation (hereinafter “Yacht Club”), and JMBS CASINO LLC, a Mississippi limited liability company (“JMBS”).

WITNESSETH:

     WHEREAS, on or about December 29, 1992, the Yacht Club and Cotton Club of Greenville, Inc. (hereinafter “Cotton Club”) entered into that certain Dockage Agreement (hereinafter “Original Agreement”) and a related letter agreement; and

     WHEREAS, the Yacht Club and Cotton Club entered into Agreements dated April 2, 1993 and September 27, 1993 related to the Original Agreement; and

     WHEREAS, on or about July 27, 1995, the Yacht Club and Cotton Club entered into a Second Amendment to the Original Agreement (hereinafter “Second Amendment”), a memorandum of which is filed in Book 1983, Page 649, of the Washington County, Mississippi records; and

     WHEREAS, by Assignment of Agreements dated December 11, 1997 and recorded at book 2000, page 312, of the Washington County, Mississippi records, Cotton Club (which changed its corporate name to Jubilation Lakeshore, Inc.) assigned its rights in the Original Agreement, as amended, to Alpha Gulf Coast, Inc; and

     WHEREAS, on or about December 22, 1997, the Yacht Club and Alpha Gulf Coast, Inc. entered into that certain Third Amendment to Dockage Agreement (the Original Agreement, as amended by the letter agreement, Agreements, and

Amendments referred to above; is hereinafter referred to collectively as the “Amended Dockage Agreement”); and

     WHEREAS, Alpha Gulf Coast, Inc. assigned its rights under the Amended Dockage Agreement to Greenville Casino Partners, L.P., by virtue of an Assignment of Yacht Club Dockage Agreement and License Agreement dated March 2, 1998, recorded in Book 1990, Page 555, of the Washington County, Mississippi records; and

     WHEREAS, Greenville Casino Partners, L.P. assigned its rights under the Amended Dockage Agreement to JMBS, by virtue of an Assignment of Dockage Agreement dated March 14, 2002, recorded in Book 2218, Page 372, of the Washington County, Mississippi records; and

     WHEREAS, the Yacht Club, JMBS, and Greenville Casino Partners, L.P., entered into a Consent Agreement dated February 22, 2002 related to the assignment to JMBS; and

     WHEREAS, the Yacht Club and JMBS desire to further amend the Amended Dockage Agreement.

     NOW, THEREFORE, in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein and in the Amended Dockage Agreement, the sufficiency of which is hereby acknowledged, the Amended Dockage Agreement is further modified, altered and changed in the following respects only, and the parties agree as follows:

     1. JMBS hereby notifies the Yacht Club, and the Yacht Club acknowledges receipt of such notice and waives any further notice requirements under Section 6 of the Original Agreement, of the exercise by JMBS of the third option to extend the term of the Amended

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Dockage Agreement, the term of which shall begin at 12:01 a.m. (Central Standard Time) on December 29, 2002, and shall expire at 11:59:59 p.m. on August 31, 2010 (the “Third Option Term”). During the Third Option Term JMBS shall pay to the Yacht Club dockage fees as provided in the Agreement, and under Section 7 during the Third Option Term such dockage fees shall be $390,000 per annum, prorated on a daily basis for any year less than 365 days.

     2. Section 9 of the Original Agreement is hereby amended in its entirety to read as follows;

Yacht Club further agrees that so long as Cotton Club is not in default of this Agreement (Cotton Club shall not be deemed to be in default unless Yacht Club has given Cotton Club written notice of such default and Cotton Club has not cured such default within thirty days after receipt of such notice), Yacht Club will not allow any vessel not owned/operated/chartered by Cotton Club which is primarily engaged in the business of gaming to tie up at its dock or otherwise occupy any waterfront space in which Yacht Club has any rights, title or interest. Notwithstanding anything in this Dockage Agreement to the contrary, Cotton Club has the right, but not the obligation, under this Dockage Agreement to tie up a vessel or vessels primarily engaged in the business of gaming at Yacht Club’s dock. Accordingly, no removal by Cotton Club of any vessel or vessels tied up at the Yacht Club’s dock shall affect the Yacht Club’s obligations or Cotton Club’s rights under the first sentence of this Section 9.

     3. The substance (but not the title) of Section 28 of the Original Agreement is deleted and the following inserted in lieu thereof:

Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier communication) and mailed, telecopied or delivered:

If to Yacht Club:	Greenville Yacht Club
	P.O. Box 417
	Greenville, MS 38702-0417
	ATTN: Marcus E. Hooker, Commodore
	Fax: (662) 334-1871

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With copies to:	Joel J. Henderson, Esq.
	Henderson Dantone, P.A.
	241 Main
	P.O. Box 2778
	Greenville, MS 39702-0778
	Fax: (662) 378-3413
If to Cotton Club:	JMBS Casino LLC
	242 South Walnut Street
	Greenville, MS 38701
	ATTN: Joseph A. Yung, Manager
	Fax: (662) 335-2700
With a copy to:	Andrew R. Berger, Esq.
	Katz, Teller, Brant & Hild
	255 E. Fifth Street, Suite 2400
	Cincinnati, Ohio 45202-4787
	Fax: (513) 721-7120

or, as to Yacht Club or Cotton Club, at such other address which shall be designated by such party in a written notice to the other party hereto. All such notices and communications addressed to Yacht Club or Cotton Club shall, if sent through the United States Mail, be effective three days after deposited in the United States Mail, certified receipt, return receipt requested, or if sent by telecopy, be effective when so telecopied, or if sent by hand delivery, be effective on the same day so delivered.

     4. The amendments and agreements stated herein take effect immediately.

     5. JMBS and the Yacht Club agree that, except as specifically modified herein, the Amended Dockage Agreement remains in full force and effect.

     6. This Fourth Amendment may be executed in multiple originals. Likewise, this Fourth Amendment may be executed in multiple counterparts which, when taken together, shall constitute a single agreement.

     7. JMBS agrees to reimburse Yacht Club for its reasonable attorneys fees in connection with Yacht Club’s review of the Reaffirmation of Consent Agreement and Memorandum of Agreement by the Yacht Club in favor of Bank of America, N.A.

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     IN WITNESS WHEREOF the parties have executed this Fourth Amendment to Dockage Agreement as of the day and year first above written.

JMBS CASINO LLC
By:	/s/ Joseph A. Yung
	Joseph A. Yung, Manager
THE GREENVILLE YACHT CLUB
By:	/s/ Marcus E. Hooker
	Marcus E. Hooker, Commodore

ATTEST
 

/s/ Illegible  

Secretary 

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EX-10.13

EXHIBIT 10.13

LEASE AGREEMENT

     This Lease is entered into on November 7, 2006 by and between the City of Greenville, Mississippi, a municipal corporation, Lessor, acting by and through The City Council of Greenville, and JMBS Casino, LLC (“JMBS Casino”), a Mississippi limited liability corporation, with its principal place of business in Greenville, Mississippi, Lessee.

WITNESSETH:

1.

     The City of Greenville, Mississippi, is a municipality in which there is situated a harbor that is a port of entry. The said City owns the land described in Paragraph 2, below. Said land is situated within reasonable and practical proximity to said harbor and/or port. The City has determined that the lease of said land to JMBS Casino, upon the terms and conditions and with the safeguards herein stated, is needful for the convenient use of the same in the aid of commerce and for industrial use, and that said terms, conditions and safeguards are such as will best promote and protect the public interest. The terms and conditions, and the monetary rental herein stated, have been found by the City to be adequate and have been approved by the City in a Resolution authorizing the same. A copy of this Lease Agreement is attached to said Resolution and is incorporated into said Resolution by reference.

2.

      Wherefore, premises considered, Lessor hereby leases to Lessee and Lessee hereby leases from Lesser upon the terms and conditions and rentals hereinafter set

forth that certain property located in the City of Greenville, Washington County, Mississippi, as more fully described as follows (together, the “Property”):

Tract A

Moorage, dockage and berthing rights upon a strip of 560.0 feet in width as described thusly:

Commencing at the Northeast comer of the Reserve Addition as the same appears of record in Deed Book “Y” Page 574 of the Land Records of Washington County, Mississippi, which comer is also the Southwest comer of the intersection of Walnut and Main Streets; thence along the south right-of-way line of Main Street Extended, North 55 degrees 30 minutes West 528.00 feet to the point of beginning, said point being the south end of the property herein leased; thence North 34 degrees 30 East 560.0 feet to the north end of the property herein leased. This 560.0 feet strip shall extend in a westerly direction into Lake Ferguson for an adequate distance from the water’s edge as it rises and falls to properly moor, dock and/or berth the JMBS Casino facilities and support vessels.

Tract B

Moorage, dockage and berthing rights upon a strip 85 feet in width on Lake Ferguson fronting on the Greenville City waterfront, the north line of said strip being contiguous with the south line of the present lease granted by the City of Greenville to the Greenville Yacht Club; the east line being the water’s edge of Lake Ferguson as it rises and falls; the south line being 85 feet south of and parallel to the aforementioned Greenville Yacht Club south lease line; and said strip shall extend in a westerly direction into Lake Ferguson for an adequate distance from the water’s edge of Lake Ferguson, as it rises and falls, to properly moor, dock and/or berth the JMBS Casino’s gaming casino ship, support vessels and facilities.

Tract C

A tract of land 210 feet wide, the south line of which shall be the north edge of the paved City waterfront, the east line of which is the west edge of the access concrete sidewalk into Schelben Park, the north line of which is 210 feet north of and parallel to the north edge of the concrete City waterfront, and the west line of which is the water’s edge of Lake Ferguson, as it rises and falls, said tract of land being shown as “Area 2” on the map or plat attached hereto and made a part hereof by reference as if fully set out herein.

2

3.

     Lessor further grants to Lessee the right and permission to place a gaming vessel onto the Property, and to construct, attach and maintain one or more suitable ingress and egress bridges, or ramps, and utility lines and facilities, between JMBS Casino’s floating facilities and the Greenville City waterfront, as well as the right to construct, install and maintain mooring dolphins. Further, JMBS Casino may construct, attach and/or maintain any item that would be ancillary to the use of the floating casino facility.

4.

     Except for the obligations which will begin earlier, as provided in paragraphs 6, 10, 11 and 12, below, the term of this Lease shall commence on the 1^St day of September, 2010, and end at midnight on the 31^st day of August, 2040.

5.

     As rental for said Property, Lessee hereby agrees to pay Lessor the sum of $750,000.00 per year, payable at the rate of $62,500.00 monthly in advance on the 1^st day of September, 2010 and on the 1st day of each month thereafter during the term of this Lease. The leasehold shall be reappraised at five-year intervals to review the rental amount to determine whether it continues to meet fair market value as required by Mississippi law. Such reappraisal shall be conducted in accordance with the requirements of Miss. Code Ann. §21-17-1 (as amended). Lessor agrees that, in the event of a market down turn, Lessor will negotiate in good faith a decrease in any rental amount exceeding $750,000.00. In no event, however, shall the rental amount during

3

the term of this Lease Agreement be less than $750,000.00 per year, nor shall there be imposed any retroactive adjustments in the rental amount.

6.

     As of the date of the execution of this Lease, Lessee, as a material part of the consideration herein, hereby waives all claims against Lessor for damages to goods, equipment or merchandise or other items of personal property, upon or about said Property, or the City-owned waterfront parking lot located immediately east and south of said property, and for injuries, including death, to persons in or about said Property, or parking lot, from any cause arising at any time, except as is caused by the gross negligence and wanton or willful misconduct of Lessor. Lessee hereby agrees to hold Lessor exempt and harmless from any loss, damage, expense or injury, including death, to any person, or to the goods, equipment, merchandise or property of any person or persons arising from the use of the Property by Lessee, unless caused by the gross negligence or wanton or willful misconduct of Lessor. It is specifically agreed that, from the date of execution of this lease, and except as caused by the gross negligence and wanton or willful misconduct of Lessor, JMBS Casino shall defend and indemnify the City from any and all claims of whatsoever nature, made by Casino patrons or Casino employees, whether arriving at or leaving the Casino, arising out of any condition of the Property or of the City-owned parking lot described above.

     Lessee further agrees that, from the date of execution of this Lease, to insure the City’s defense and indemnity as described above, it will at all times at its own expense, carry and maintain public liability insurance on the above Property in the limits of not less than $1,000,000.00, or the maximum exposure to the City under the Mississippi

4

Tort Claims Act, whichever sum may be greater, with Lessor named as an additional assured therein. Certificates of such insurance shall be filed with Lessor. Each provision of this paragraph 6 shall become effective upon the execution of the Lease.

7.

     The Lessee shall not sublease said Property, or any portion thereof, without first obtaining the written consent of the Lessor, which consent will not be unreasonably withheld. Notwithstanding the preceding restriction, Lessee shall not need Lessor’s consent to sublease to an affiliate, subsidiary or any entity under the common control of Lessee or to any party purchasing all or substantially all of the assets or membership interest/stock of Lessee. Lessee hereby agrees and obligates itself in the use and occupancy of the above described Property to conform to and abide by any rules, regulations, restrictions or ordinances that are now or may hereafter be imposed or promulgated by Lessor, the Greenville Port Commission, the Board of Mississippi Levee Commissioners and/or the United States Corps of Engineers. Nothing contained herein, however, shall prevent Lessee from exercising any right of appeal, or any other recourse that Lessee may possess under applicable law, with regard to such rules, regulations, restrictions or Ordinances. Lessee further agrees that no illegal activity will be conducted or permitted in or upon the above Property or in or upon the JMBS Casino facility. It is further understood and agreed that this Lease is made subject to any rights of way or easements of the Board of Mississippi Levee Commissioners in, or, and over said property.

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8.

     Any notice(s) hereunder shall be in writing, and if to the Lessee, shall be addressed as follows:

JMBS Casino, LLC
207 Grandview Drive
Ft. Mitchell, KY 41017
Attn: Joe Yung

and if to the City of Greenville, shall be addressed as follows:

Mayor
City of Greenville
Post Office Box 897
Greenville, MS 38702-089

9.

     Upon the termination of this Lease Agreement, any and all improvements made by JMBS Casino upon the Property may, at the option of the City, become the sole property of City (except for the gaming vessel, trade dress signage or any other items desired by Lessee); however, City, at its option, may require JMBS Casino to remove same at its sole cost and expense.

10.

     Immediately upon the execution of this Lease, Lessee shall begin making repairs and/or improvements to the City waterfront parking lot which is adjacent to the Property. JMBS Casino shall expend no less than $200,000.00 in accomplishing this work. Such repairs/improvements shall be made with the direct input of the City and, to the extent necessary, the Mississippi Board of Levee Commissioners or the United States Corps of Engineers.

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11.

     For the consideration stated above, the City agrees that as of the date of execution of this Lease and during the term of this Lease and any renewal thereafter no other gaming, gambling, slot machines, or other related activities which may or could or do compete with Lessee’s business activity will be allowed on any property owned or leased by the City or in which the City may have an interest and that is located within the City limits of Greenville, Mississippi. The City will not provide access, ancillary parking, or any other support over or from any property owned or leased by the City or in which the City has an interest, which is not developed for a public purpose as of the date of execution of this Lease, to property owned by, leased to, or in which any person or entity who operates gaming, gambling, slot machines or otherwise competes with Lessee’s business has an interest.

12.

     In the event of breach of this Lease by either party, the non-breaching party shall be entitled to all equitable and legal remedies including but not limited to injunctive relief and compensatory damages, attorney’s fees, expenses and costs of court.

13.

     As of the date of the execution of this Lease, Lessee shall begin preparations to remove the currently unused Las Vegas Casino vessel from its site south of the leasehold described above. The removal shall be completed as quickly as is practicable but, in any event, shall be completed no later than ninety (90) days after the date of execution of this Lease.

7

     At the date of the commencement of the term of this Lease, all leases covering the former Las Vegas site at the waterfront shall terminate, and Lessee shall have no further obligation thereunder.

14.

     Lessor hereby represents that, to the best of its knowledge, information and belief, (a) Lessor is the sole owner of fee simple title to the Property and has the right to enter into this Lease, no other person or entity’s permission or consent thereto being required; (b) Lessor is the sole owner of fee simple title to the parking lot which is adjacent to the Property; and (c) the Property is free from any hazardous materials. During the term of the Lease and any renewals thereof, Lessee’s patrons and employees shall have the right, in common with the rest of the public, to park on such parking lot free of cost subject to parking regulations that apply to the public at large. Lessor represents, warrants and covenants that: (a) no other person or entity has any right or ability, under a lease, license other agreement, or otherwise, to conduct gaming, gambling, slot machines, or other related activities which may or could or do compete with Lessee’s business activity on any property owned or leased or in which the City may have an interest and that is located within the City limits of Greenville, Mississippi; (b) Lessee, on paying the rent herein provided and on performance of all other terms and conditions of this Lease, shall at all times during the term hereof, peacefully hold and enjoy the Property and all rights, privileges and appurtenances incident thereto; (c) the person executing this Lease on behalf of Lessor has received all approvals necessary to authorize such execution; (d) the Property is not subject to any mortgage, or deed of trust or similar encumbrance; and (e) the Property is not currently and shall

8

not at any time during the term of the Lease, as it may be renewed, be subject to real property taxes. Lessor’s representations, warranties and covenants shall survive termination or expiration of this Lease.

15.

     Lessee agrees and acknowledges that, so long as Lessee leases any portion of City-owned property, it will not discriminate against any person or persons on the basis of race, color, religion, sex, or national origin. Lessor acknowledges that Lessee shall have the right to enforce its own non-discriminatory rules and regulations relating to the gaming business, including but not limited to “self exclusion” rules and any and all rules necessary for the safe and reasonable operation of Lessee’s business.

16.

     The parties agree that time shall be of the essence under this Lease.

     Neither Lessor nor Lessee shall record or file this Lease with any governmental authority or agency, unless such recording or filing is required by law. Notwithstanding the foregoing, within ten (10) days after request of either party, Lessor and Lessee shall execute and record in the Land Records of Washington County, Mississippi, a memorandum of the Lease in a mutually agreeable form, including a description of the Property which is subject to the Lease and the length of the term.

     From time to time within ten (10) days after written request by Lessee, Lessor shall complete fully, execute and provide to Lessee, an estoppel certificate certifying that: (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the

9

modifications); (ii) the then-current rental amount, and the date to which rent has been paid; (iii) that Lessee is not in default in performance of any covenant, agreement or condition contained in this Lease (or if so, specifying each such default); and (iv) any other matter reasonably requested by Lessee.

     EXECUTED, this the 1st day of November, 2006.

JMBS CASINO, LLC
By:	/s/ Joe Yung
	Joe Yung, MANAGER

CITY OF GREENVILLE, MISSISSIPPI
By:	/s/ Heather McTeer Hudson
	Heather McTeer Hudson, Mayor

ATTEST:

/s/ Tommie G. Jefcoat Tommie G. Jefcoat, City Clerk

STATE OF KUNTUCKY
COUNTY OF KENTAX

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named JOE YUNG, Manager of JMBS CASINO, LLC, a Mississippi limited liability company, who acknowledged that for and on behalf of said limited liability company, and as its act and deed he signed and delivered the above and foregoing Lease Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

10

     GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 1^st day of November, 2006.

/s/ Michelle Stallmeyer

Notary

My commission expires:

MICHELLE STALLMEYER
Notary Public, Kentucky State at Large
My Commission Expires Oct. 24, 2010

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for said county and state, HEATHER MCTEER HUDSON and TOMMIE G. JEFCOAT, who severally acknowledged that they are the Mayor and City Clerk, respectively, of the City of Greenville, a municipal corporation, and that for and on behalf of said municipal corporation and as its act and deed, they signed, sealed and delivered the foregoing instrument on the day and year therein mentioned, they having been first duly authorized so to do.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL, this, the 8^th day of October, 2006.

/s/ [ILLEGIBLE]

Notary

My commission expires:
(STAMP)

11

EX-10.14

EXHIBIT 10.14

AGREEMENT GRANTING MOORAGE
AND OTHER RIGHTS

     This Agreement entered into this day by and between the City of Greenville, Mississippi, a municipal corporation (“City”), acting by and through The City Council of Greenville, and Casino Gaming International, Limited, a Mississippi corporation with its principal place of business in Greenville, Mississippi (“Las Vegas Casino”).

W I T N E S S E T H:

1.

     The City of Greenville, Mississippi, is a municipality in which there is situated a harbor that is a port of entry. Further, the said City owns the concrete wharf which includes the areas described in Exhibit “1” hereto, said exhibit being attached hereto and made a part hereof by reference. Said concrete wharf and the water fronting on same are situated within reasonable and practical proximity to said harbor and/or port. The City has determined that the granting to Las Vegas Casino of the rights with respect to said portion of said wharf and the said water fronting thereon, upon the terms and conditions and with the safeguards herein stated, is needful for the convenient use of the same in the aid of commerce, for industrial use, and that said terms, conditions and safeguards are such as will best promote and protect the public interest. The terms and conditions, and the monetary moorage and user fees herein

stated, have been found by the City to be adequate and have been approved by the City in an order or resolution authorizing the same.

2.

     Wherefore, premises considered, City hereby gives and grants unto Las Vegas Casino, upon the terms and conditions and for the consideration hereinafter set forth, the following described moorage and other rights.

3.

     Las Vegas Casino is hereby granted and shall have, during the term hereof, the exclusive right to moor, tie and/or affix a barge, barges and/or other facilities in the operation of a gaming establishment (including related purposes such as restaurant and beverage services), but for no other purposes, to the portion of the City lake front described in Exhibit “1” which is attached hereto and incorporated herein by reference, to include the right to affix cables and other moorage devices thereto, and to exercise all of the other rights described in said Exhibit “1”, provided that no part of any barge or vessel moored by cables or other moorage devices to the 65-foot strip herein leased may extend into said 65-foot strip, the sole purpose of this lease being to permit Las Vegas Casino to utilize said 65-foot strip for securing barge(s) and/or vessel(s) floating in Lake Ferguson offshore of the adjoining 350-foot strip; provided, further, that (1) any extension into said 65-foot strip line of any portion or attachment to a barge or vessel required by any governmental agency for safety,

2

moorage, or similar purposes shall not be a breach of this restriction and that (2) Las Vegas Casino shall have a period of thirty (30) days after written notice from the City to cure any alleged breach of the moorage restrictions in this Paragraph 3.

4.

     The term of this Agreement shall commence on the 1st day of July, 1993, with rent to commence onApril 1, 1994, being the first day of the month in which the Las Vegas Casino opened for business, and end at midnight on the 30th day of June, 1998. At the expiration of the original term, Las Vegas Casino shall have the option of three (3) additional five (5) year option terms, to be renewed automatically, unless written notice of termination is given to City by Las Vegas Casino sixty (60) days prior to the expiration date of the then existing term. If Las Vegas Casino shall permanently cease to operate a gaming establishment and removes its casino vessel(s) from the Greenville waterfront, then, subject to the provisions of Paragraph 8, this Agreement may be terminated by City upon giving 30 days written notice to Las Vegas Casino.

5.

     As moorage and user fees for the rights herein granted, Las Vegas Casino hereby agrees to pay City the sum of $900.00 per month payable in advance on the 1st day of April, 1994, and on the 1st day of each month thereafter during the original term of this Agreement. Such fees for each option term hereunder shall be subject to a cost of living increase to be based on the Consumer

3

Price Index using July, 1993, as the base period.

6.

     As part of the consideration for this Agreement, Las Vegas Casino may and shall construct and install utility lines and facilities, and water and sewer lines, to City’s specifications, on and across the City’s concrete wharf and across the levee, and to connect Las Vegas Casino’s gaming establishment to City’s water and sewer system. Upon completion of said water and sewer improvements and the approval thereof by City, the said water and sewer lines shall be conveyed by Las Vegas Casino to City at no cost, and City agrees to thereafter maintain the same as part of its water and sewer system.

7.

     Las Vegas Casino, as a material part of the consideration herein, hereby waives all claims against City for damages to goods, equipment or merchandise or other items of personal property, and for injuries to persons, including death, arising out of Las Vegas Casino’s exercise of its rights herein granted. Las Vegas Casino hereby agrees to hold City exempt and harmless from any loss, damage, expense or injury, including death, to any person, or to the goods, equipment, merchandise or property of any person or persons arising from the exercise of the rights herein granted by City. Las Vegas Casino further agrees that it will at all time during the term of this Agreement or any option term hereunder, at its own expense, carry and maintain public liability insurance in the limits of not less than $1,000,000.00 with City named as an additional assured therein, to protect the City from any and all

claims for personal injury, including death, and property damage which may arise from Las Vegas Casino’s exercise of its rights under this Agreement. Certificates of such insurance shall be filed with City and shall be subject to City’s approval.

8.

     Las Vegas Casino shall not assign its rights under this Agreement, or any portion thereof, or grant moorage or other rights to any third party, without first obtaining the written consent of City, which consent will not be unreasonably withheld. Las Vegas Casino hereby agrees and obligates itself in the exercise of its rights hereunder to conform to and abide by any rules, regulations, restrictions or ordinances that are now or may hereafter be imposed or promulgated by City, the Greenville Port Commission and/or the Board of Mississippi Levee Commissioners. Las Vegas Casino further agrees that no illegal activity will be conducted or permitted in connection with its exercise of its rights hereunder. It is further understood and agreed that this Agreement is made subject to any rights of way or easements of the Board of Mississippi Levee Commissioners.

9.

     Any notice(s) hereunder shall be in writing, and if to Las Vegas Casino, shall be addressed as follows:

Casino Gaming International, Limited
c/o Greenville Casino Partners, L.P.
242 South Walnut Street
Greenville, Mississippi 38701

and if to the City of Greenville, shall be addressed as follows:

Mayor
City of Greenville
P. O. Box 897
Greenville, Mississippi 38702-0897

10.

     It is expressly understood and agreed by the parties hereto that the City gives and grants unto Las Vegas Casino only such interest as it has the authority to grant, if any, and City makes no representation, guaranty or warranty whatsoever to Las Vegas Casino as to City’s authority with respect to the rights herein granted.

11.

     Las Vegas Casino agrees and acknowledges that, as long as Las Vegas Casino possesses any rights hereunder to any portion of City owned property, it will not discriminate by segregation or, otherwise, against any person or persons because of race, color, religion, sex, or national origin; also, Las Vegas Casino shall not refuse to allow the public the use of the facilities herein to restrict the use of the said property herein including any and all services, privileges, accommodations, membership, and/or activities to be conducted on the said premises to any person because of race, color, religion, sex or national origin.

6

     EXECUTED, as of this the 30th day of August, 1996.

CASINO GAMING INTERNATIONAL, LIMITED
By:	/s/ [ILLEGIBLE]
CITY OF GREENVILLE, MISSISSIPPI
By:	/s/ [ILLEGIBLE]

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named
Jack B. Newton, General Manager of Casino Gaming International, Limited, a Mississippi corporation, who acknowledged that for and on behalf of said corporation as its act and deed he signed and delivered the above and foregoing Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

     GIVEN under my hand and official seal, this, the 30^th day of August, 1996.

/s/ [ILLEGIBLE]

NOTARY PUBLIC

My Commission Expires: February 8, 1999

7

STATE OF MISSISSIPPI

COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named
Paul C. Artman, Jr., who affirmed that he is the Mayor of the City of Greenville, Mississippi, and that in his capacity as same, he executed the above and foregoing Agreement on the day and year therein mentioned for the purposes therein stated, he being duly authorized so to do.

     GIVEN under my hand and official seal, this, the 4th day of September, 1996.

/s/ [ILLEGIBLE]

NOTARY PUBLIC

My Commission Expires:
[ILLEGIBLE]

8

ORDER # 93-0391

ORDER: APPROVING THE LAS VEGAS CLUB’S REQUEST FOR ADDITIONAL 65 FEET MOORAGE RIGHTS AT THE LAKEFRONT

     Attorney Harold Duke representing the Las Vegas Casino appeared before Council requesting a lease for 65 ft. moorage rights extending north of the current Marina Lease on the City Lakefront. The lease would be $900.00 per month effective upon opening of the Casino with an initial (5) five year term with (3) three (5) five year options. On motion by Councilman Moore, seconded by Councilwoman Johnson with all members present voting AYE, Council approved request subject to the same language used for the Cotton club’s additional 85 feet Moorage Rights, Lease.

     Approve this the 23rd day of June, 1993, at a special City Council meeting of the City of Greenville, Mississippi.

/s/ Torrnie G. Jefcoat

Torrnie G . Jefcoat , City Clerk

EX-10.14(A)

10.14(a)

ASSIGNMENT OF
AGREEMENT GRANTING MOORAGE AND OTHER RIGHTS

     THIS ASSIGNMENT OF AGREEMENT GRANTING MOORAGE AND OTHER RIGHTS (the “Assignment”) is made effective as of the 14^th day of March, 2002, by and between GREENVILLE CASINO PARTNERS, L.P., a Mississippi limited partnership, whose address is P.O. Box 1294, Greenville, MS 38702-1294 (“Assignor”), and JMBS CASINO LLC, a Mississippi limited liability company, whose address is 3061 Prestwicke Drive, Edgewood, KY 41017 (“Assignee”) as follows:

WITNESSETH:

     WHEREAS, The City of Greenville, Mississippi, a municipality (the “City”) entered into an Agreement Granting Moorage and other Rights with Casino Gaming International, Limited, a Mississippi corporation (“Las Vegas Casino”) dated August 30, 1996 (the “Agreement”), pertaining to property more fully described on Exhibit A attached hereto and incorporated herein; and

     WHEREAS, Las Vegas Casino assigned its rights under the Agreement to Assignor by virtue of an Assignment dated December 13, 2001, recorded in Book 2222, Page 072, of the Washington County, Mississippi Records; and

     WHEREAS, Assignor and Assignee are parties to an Asset Purchase Agreement dated January 26, 2002 (the “Purchase Agreement”), and pursuant to the Purchase Agreement, the Assignor is required to assign all of its rights under the Agreement to Assignee.

     NOW, THEREFORE, for good and valuable consideration paid, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

     1. Assignor does hereby assign and convey to Assignee all of Assignor’s right, title and interest in, to and under the Agreement.

     2. Assignee hereby accepts said Assignment and assumes all of the benefits and agrees to perform all of the obligations of Assignor under the Agreement.

     3. Assignee in accepting said Assignment acknowledges that it is familiar with the terms, provisions and conditions of the Agreement and agrees to fully perform and abide by all of the terms, provisions and conditions of Assignor thereunder, all in accordance with the terms hereof and the terms of the Asset Purchase Agreement between Assignor and Assignee dated January 26, 2002.

     IN WITNESS WHEREOF, the parties have executed this Assignment as of the dates set forth below in their respective acknowledgments, with this Assignment to be effective March 14, 2002.

WITNESSES:
(As to Assignor)	ASSIGNOR:
	GREENVILLE CASINO PARTNERS, L.P.,
	a Mississippi limited partnership
/s/ Illegible	By:	/s/ M J JACOBSON
Printed Name: Illegible		Name: M. J. JACOBSON
		Title: CEO
/s/ Illegible
Printed Name: Illegible
(As to Assignee)	ASSIGNEE:
	JMBS CASINO LLC
	a Mississippi limited liability company
/s/ Illegible	By:	/s/ Joseph A. Yung
Printed Name: Illegible		Joseph A. Yung, Manager
/s/ Illegible
Printed Name: Illegible

STATE OF MISSISSIPPI	)
	)	SS:
COUNTY OF WASHINGTON	)

     The foregoing instrument was acknowledged before me this 14^TH day of March, 2002, by M. J. JACOBSON, the CEO of GREENVILLE CASINO PARTNERS, L.P., a Mississippi limited partnership, on behalf of the partnership, the Assignee in the foregoing Assignment.

/s/ Illegible  

Notary Public 

STATE OF MISSISSIPPI	)
	)	SS:
COUNTY OF WASHINGTON	)

     The foregoing instrument was acknowledged before me this 14^TH day of March, 2002, by Joseph A. Yung, the Manager of JMBS CASINO LLC, a Mississippi limited liability company, on behalf of the company as Assignor in the foregoing Assignment.

/s/ Illegible  

Notary Public 

This instrument prepared by:
Tedd H. Friedman, Esq.
Katz, Teller, Brant & Hild
2400 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202-4724
(513)721-4532

KTBH: 514210.2

Exhibit “A”

PARCEL 7.

(Moorage Rights)

Parcel 7.1 (Formerly The Marina, Inc. Leasehold)

Commencing at the Southeast corner of Block 8, Bachelor Bend Addition as the same appears of record in Deed Book “T”, Page 169, of the land records of Washington County, Mississippi, which corner is also the Northwest corner of Walnut and Central Street intersection; thence along the North right-of-way line of Central Street Extended, North 55°30’ West 481.47 feet to brass cap near water’s edge; thence North 34°30’ East 187.70 feet to a brass cap which is the North end of property herein leased and is also being the point of beginning; thence South 34°30’ West 350.0 feet to a brass cap which is the South end of frontage herein leased; being part of Blocks 6 and 7 of the Bachelor Bend Addition to the City of Greenville and the right-of-way of Central Avenue, as shown on the plat of the Bachelor Bend Addition of record in said Deed Book “T”, at Page 169, and being located in Section 6 of Township 18 North, Range 8 West, in the City of Greenville, Washington County, Mississippi.

Parcel 7.2 (Formerly Casino Gaming International, Limited Leasehold)

Moorage rights upon a strip 65 feet in length, and extending East or West (as the case may be from time to time) to the East water’s edge of Lake Ferguson as it rises and falls (and extending eastward thereof as far as reasonably necessary for the safe moorage of and vessel (s) as described in this Agreement), and fronting on the Greenville City wharf, North of the 350.0 foot strip leased in that certain Lease Agreement dated June 29, 1988, between The City Council of Greenville, Mississippi, and The Marina, Inc., which strip has the following legal description, to-wit:

Commencing at the Southeast corner of Block 8, Bachelor Bend Addition as the same appears of record in Deed Book “T”, Page 169, of the land records of Washington County, Mississippi, which corner is also the Northwest corner of Walnut and Central Street intersection; thence along the North right-of-way line of Central Street Extended, North 55°30’ West 481.47 feet to brass cap near water’s edge; thence North 34°30’ East 187.70 feet to a brass cap which is the North end of property herein leased and is also being the point of beginning; thence South 34°30’ West 350.0 feet to a brass cap which is the South end of frontage herein leased; being part of Blocks 6 and 7 of the Bachelor Bend Addition to the City of Greenville and the right-of-way of Central Avenue, as shown on the plat of the Bachelor Bend Addition of record in said Deed Book “T”, at Page 169, and being located in Section 6 of Township 18 North, Range 8 West, in the City of Greenville, Washington County, Mississippi.

Indexing Instructions:

Section 6, Township 18 North, Range 8 West; Block 6, 7, 8, Bachelor Bend Addition to the City of Greenville, Washington County, MS.

EX-10.14(B)

10.14(b)

ASSIGNMENT

     FOR AND IN CONSIDERATION of value received, Casino Gaming International, Limited, Assignor, does hereby assign, transfer and convey unto Greenville Casino Partners, L.P., Assignee, all of Assignor’s rights in the leasehold interest and the moorage rights pertaining to the following described property identified as Parcels 5, 7.1 and 7.2 and located in Greenville, Washington County, Mississippi:

See the attached Exhibit “A”.

Said assignment shall inure to the benefit of the Grantee’s successors and assigns. Witness the signature of the Assignor, this the 13 day of December, 2001.

Casino Gaming International, Limited
By:	its sole stockholder, Greenville Casino Partners, L.P.
By:	Greenville Casino Partners, Inc., its General Partner
	/s/ Michael J. Jacobson
By:	Michael J. Jacobson, Chairman

STATE OF MASSACHUSETTS

COUNTY OF MIDDLES EX

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for said county and state, MICHAEL J. JACOBSON, who severally acknowledged that he is the Chairman of Greenville Casino Partners, Inc., a corporation, and the General Partner of Greenville Casino Partners, L.P., sole stockholder of Casino Gaming International, Limited, and that for and on behalf of the Grantor and as its act and deed, he signed, sealed and delivered the foregoing instrument on the day and year therein mentioned, after having been first duly authorized so to do.

     Given under my hand and official seal this 13 day of December 2001.

/s/ Illegible  

NOTARY PUBLIC 

My Commission Expires:

A True Copy Attest CAROL A. SANCHEZ
NOTARY PUBLIC
My commission expires Jan 3, 2006
ASSIGNOR’S ADDRESS	ASSIGNEE’S ADDRESS
P. O. Box 1294	P. O. Box 1294
Greenville, MS 38702-1294	Greenville, MS 38702-1294
Phone: 662/335-5800	Phone: 662/335-5800

THIS INSTRUMENT WAS DRAFTED BY:

Marian S. Alexander, Esq.
MB #1326
LAKE TINDALL, LLP
127 Poplar Street
P. O. Box 918
Greenville, MS 38701-0918
(662)378-2121

2

INDEXING INSTRUCTIONS

Parcel 5:	Part of Lot 2, Block 11, Bachelor Bend Addition
Parcel 7.1:	Part of Blocks 6 and 7, Bachelor Bend Addition
	Part of Section 6, Township 18 North, Range 8 West
Parcel 7.2	Part of Blocks 6 and 7, Bachelor Bend Addition
	Part of Section 6, Township 18 North, Range 4 West

3

EXHIBIT “A”

PARCEL 5

(Leasehold — Casino Gaming International Limited)

(Jarnagin Property, Lease Agreement in Book 1824 at Page 493 and, Sublease Agreement in Book 1824 at Page 502)

East 77 feet of Lot 2, Block 11, Bachelor Bend Addition to the City of Greenville, Washington County, Mississippi.

SAID PARCEL being more particularly described on the plat of survey of same prepared by W. L. Burle, Engineers, P.A. dated December 20, 1997, revised February 19, 1998, as follows, to-wit:

PARCEL 5 (Jarnagin Lease) (As Per Survey)

Beginning at the Northeast Corner of Lot 2 of Block 11 of the Bachelor Bend Addition to the City of Greenville, Washington County Mississippi: thence S. 34°-30’W. 280.5 feet; thence N. 55°-30’ W. 39.68 feet along the South line of Lot 2 of said Block 11; thence N, 36°-11’-35° E. 3.18 feet; thence N. 55°-26’-30° W. 37.41 feet; thence N. 34°-30’ E. 277.28 feet to the South Right of Way of Central Street; thence S. 55°-30’ E. 77.0 feet to the Point of Beginning, being a part of Lot 2 of Block 11 of said Bachelor end Addition.

PARCEL 7

(Moorage Rights)

Parcel 7.1 (The Marina, Inc.)

Commencing at the Southeast corner of Block 8, Bachelor Bend Addition as the same appears of record in Deed Book “T”, Page 169, of the land records of Washington County, Mississippi, which corner is also the Northwest corner of Walnut and Central Street intersection: thence along the North right-of-way line of Central Street Extended, North 55°30’ West 481.47 feet to brass cap near water’s edge; thence North 34°30’ East 187.70 feet to a brass cap which is the North and of property herein leased end is also being the point of beginning; thence South 34°30’ West 350.0 feet to a brass cap which is the South end of frontage herein leased; being part of Blocks 6 and 7 of the Bachelor Bend Addition to the City of Greenville end the right-of-way of Central Avenue, as shown on the plat of the Bachelor Bend Addition of record in said Deed Book “T” , at Page 169, and being located in Section 6 of Township 18 North, Range 8 West, in the City of Greenville, Washington County, Mississippi.

Parcel 7.2 (Casino Gaming International, Limited)

Moorage rights upon a strip 65 feet in length, and extending East or West (as the case may be from time to time) to the East water’s edge of Lake Ferguson as it rises and falls (and extending eastward thereof as far as reasonably necessary for the safe moorage of barge(s) and vessel(s) as described in this Agreement), and fronting on the Greenville City wharf, North of the 350.0 foot strip leased in that certain Lease Agreement dated June 29, 1988, between The City Council of Greenville, Mississippi, and The Marina, Inc., which strip has the following legal description, to-wit:

Commencing at the Southeast corner of Block 8, Bachelor Bend Addition as the same appears of record in Deed Book “T”, Page 169, of the land records of Washington County, Mississippi, which corner is also the Northwest corner of Walnut and Central Street intersection; thence along the North right-of-way line of Central Street Extended, North

-1-

55°30’ West 481.47 feet to brass cap near water’s edge; thence North 34°30’ East 187.70 feet to a brass cap which is the North end of property herein leased and is also being the point of beginning; thence South 34°30’ West 350.0 feet to a brass cap which is the South end of frontage herein leased; being part of Blocks 6 and 7 of the Bachelor Bend Addition to the City of Greenville and the right-of-way of Central Avenue, as shown on the plat of the Bachelor Bend Addition of record in said Deed Book “T” , at Page 169, and being located in Section 8 of Township 18 North, Range 8 West, in the City of Greenville, Washington County, Mississippi.

INDEXING INSTRUCTIONS;

PARCEL 5	Part of Lot 2, Block 11, Bachelor Bend Addition
Parcel 7.1	Part of Blocks 6 and 7, Bachelor Bend Addition
	Part of Section 6, Township 18 North, Range 8 West
Parcel 7.2	Part of Blocks 6 and 7, Bachelor Bend Addition
	Part of Section 6, Township 18 North, Range 4 West

-2-

EX-10.15

Exhibit 10.15

LEASE AGREEMENT

     This Lease entered into this day by and between the City of Greenville, Mississippi, a municipal corporation, Lessor, acting by and through The City Council of Greenville, and Cotton Club of Greenville, Inc., a Mississippi corporation with its principal place of business in Greenville, Mississippi, Lessee,

     WITNESSETH:

1.

     The City of Greenville, Mississippi, is a municipality in which there is situated a harbor that is a port of entry. Further, the said City owns the land described in Exhibit “1” and which is shown as “Area 2” on the map or plat attached to said Exhibit “1”, both said exhibit and said plat being attached hereto and made a part hereof by reference. Said land is situated within reasonable and practical proximity to said harbor and/or port. The City has determined that the lease of said land to Cotton Club of Greenville, Inc., upon the terms and conditions and with the safeguards herein stated, is needful for the convenient use of the same in the aid of commerce, for industrial use, and that said terms, conditions and safeguards are such as will best promote and protect the public interest. The terms and conditions, and the monetary rental herein stated, have been found by the City to be adequate and have been approved by the City in an order or resolution authorizing the same.

2.

     Wherefore, premises considered, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor upon the terms and conditions and rentals hereinafter set forth that certain property located in the City of Greenville, Washington County, Mississippi, as more fully described on Exhibit “1” and on the plat attached thereto, both of which are attached hereto and incorporated herein by reference.

3.

     The term of this lease shall commence on the 1st day of April 1993, and end at midnight on the 31st day of August, 1995. At the expiration of the original term, Lessee shall have the option of three (3) additional five (5) year option terms, to be renewed automatically, unless written notice of termination is given to Lessor by Lessee sixty (60) days prior to the expiration date of the then existing term.

4.

     As rental for said property, Lessee hereby agrees to pay Lessor the sum of $100.00 per month payable in advance on the 1st day of April and on the 1st day of each month thereafter during the original term of this lease. Rentals for each option term hereunder shall be subject to a cost of living increase to be based on the Consumer Price Index using April, 1993 as the base period.

5.

     Lessee, as a material part of the consideration herein, hereby waives all claims against Lessor for damages to goods, equipment or

2

merchandise or other items of personal property, upon or about said premises, and for injuries, including death, to persons in or about said premises, from any cause arising at any time. Lessee hereby agrees to hold Lessor exempt and harmless from any loss, damage, expense or injury, including death, to any person, or to the goods, equipment, merchandise or property of any person or persons arising from the use of the premises by Lessee. Lessee further agrees that it will at all times during the term of this lease or any option term hereunder, at its own expense, carry and maintain public liability insurance on the above premises in the limits of not less than $1,000,000.00 with Lessor named as an additional assured therein, to protect the Lessor from any and all claims for personal injury, including death, and property damage which may arise from the operations under this lease agreement. Certificates of such insurance shall be filed with Lessor and shall be subject to Lessor’s approval.

6.

     The Lessee shall not sublease said property, or any portion thereof, without first obtaining the written consent of the Lessor, which consent will not be unreasonably withheld. Lessee hereby agrees and obligates itself in the use and occupancy of the above described property to conform to and abide by any rules, regulations, restrictions or ordinances that are now or may hereafter be imposed or promulgated by Lessor, the Greenville Port Commission, and/or the Board of Mississippi Levee Commissioners. Lessee further agrees that no illegal activity will be conducted or

3

permitted in or upon the above property or in or upon the Cotton Club of Greenville, Inc. It is further understood and agreed that this lease is made subject to any rights of way or easements of the Board of Mississippi Levee Commissioners in, on, and over said property.

7.

     Any notice(s) hereunder shall be in writing, and if to the Lessee, shall be addressed as follows:

Cotton Club of Greenville, Inc.
333 Washington Avenue
Greenville, MS 38701

and if to the City of Greenville, shall be addressed as follows:

Mayor
City of Greenville
Post Office Box 897
Greenville, MS 38702-0897

8.

     Upon the termination of this Lease Agreement, any and all improvements made by Cotton Club upon the premises may at City’s sole election either be and become the sole property of City or City may require Cotton Club to remove same at its sole cost and expense.

9.

     It is expressly understood and agreed by the parties hereto that the Lessor leases and grants unto Lessee only such interest as it has the authority to grant and/or as it may possess in the leased premises, if any, and Lessor makes no representation, guaranty or warranty whatsoever to Lessee as to Lessor’s authority, title or ownership of the leased premises, which Lessee hereby

4

accepts as is, where is.

10.

     Lessee agrees and acknowledges that, as long as Lessee leases any portion of City owned property, it will not discriminate by segregation or, otherwise, against any person or persons because of race, color, religion, sex, or national origin; also, Lessee shall not refuse to allow the public the use of the facilities herein or restrict the use of the leased property herein including any and all services, privileges, accommodations, membership, and/or activities to be conducted on the leased premises to any person because of race, color, religion, sex, or national origin.

     EXECUTED, this the 1^st day of April, 1993.

COTTON CLUB OF GREENVILLE, INC.
By:	/s/ Matthew B. Walker
	Matthew B. Walker, President
CITY OF GREENVILLE, MISSISSIPPI
By:	/s/ C. C. “Frank”
	C. C. “Frank” Self, Mayor

5

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named Matthew B. Walker, President of COTTON CLUB OF GREENVILLE, INC., a Mississippi corporation, who acknowledged that for and on behalf of said corporation as its act and deed he signed and delivered the above and foregoing Lease Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 31^st day of March, 1993.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
4/1/96
STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named C. C. “Frank” Self, who affirmed that he is the Mayor of the City of Greenville, Mississippi, and that in his capacity as same, he executed the above and foregoing Lease Agreement for the purposes therein mentioned, he being duly authorized so to do.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 1^st day of April, 1993.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
My Commission Expires February 5, 1996

6

A tract of land 210 feet wide, the south line of which shall be the north edge of the paved City wharf, the east line of which is the west edge of the access concrete sidewalk into Schelben Park, the north line of which is 210 feet north of and parallel to the north edge of the concrete City wharf, and the west line of which is the water’s edge of lake Ferguson, as it rises and falls, said tract of land being shown as “Area 2” on the map or plat attached hereto and made a part hereof by reference as if fully set out herein.

4-18-8

No Other Indexing Instructions

EX-10.15(A)

EXHIBIT 10.15(a)

ASSIGNMENT OF
AGREEMENT GRANTING MOORAGE AND OTHER RIGHTS

     THIS ASSIGNMENT OF AGREEMENT GRANTING MOORAGE AND OTHER RIGHTS (the “Assignment”) is made effective as of the 14^th day of March 2002, by and between GREENVILLE CASINO PARTNERS, L.P., a Mississippi limited partnership, whose address is P.O. Box 1294, Greenville, MS 38702-1294 (“Assignor”), and JMBS CASINO LLC, a Mississippi limited liability company, whose address is 3061 Prestwicke Drive, Edgewood, KY 41017 (“Assignee”) as follows:

W I T N E S S E T H:

     WHEREAS, The City of Greenville, Mississippi, a municipality (the “City”) entered into a Lease Agreement with Cotton Club of Greenville, Inc., a Mississippi corporation (“Cotton Club”) dated April 1, 1993 (the “Lease”), granting rights in a 210’ wide strip of land located in Greenville, Washington County, Mississippi (the “Property”), more fully described on Exhibit A attached hereto and incorporated herein. The Lease is recorded in Book 1983, Page 601 of the Washington County, Mississippi Records; and

     WHEREAS, Jubilation Lakeshore, Inc., f/k/a Cotton Club of Greenville, Inc., assigned its rights under the Lease to Alpha Gulf Coast, Inc. by virtue of an Assignment dated December 11, 1997, recorded in Book 1983, Page 587, of the Washington County, Mississippi Records; and

     WHEREAS, Alpha Gulf Coast, Inc. assigned its rights under the Lease to Greenville Casino Partners, L.P., by virtue of an Assignment of Agreement Granting Moorage, Dockage, Berthing and Other rights and Lease Agreement dated March 2, 1998, recorded in Book 1990, Page 555, of the Washington County, Mississippi Records; and

     WHEREAS, Assignor and Assignee are parties to an Asset Purchase Agreement dated January 26, 2002 (the “Purchase Agreement”), and pursuant to the Purchase Agreement, the Assignor is required to assign all of its rights under the Lease to Assignee.

     NOW, THEREFORE, for good and valuable consideration paid, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

     1. Assignor does hereby assign and convey to Assignee all of Assignor’s right, title and interest in, to and under the Lease.

     2. Assignee hereby accepts said Assignment and assumes all of the benefits and agrees to perform all of the obligations of Assignor under the Lease.

     3. Assignee in accepting said Assignment acknowledges that it is familiar with the terms, provisions and conditions of the Lease and agrees to fully perform and abide by all of the terms, provisions and conditions of Assignor thereunder, all in accordance with the terms hereof and the terms of the Asset Purchase Agreement between Assignor and Assignee dated January 26, 2002.

     IN WITNESS WHEREOF, the parties have executed this Assignment as of the dates set forth below in their respective acknowledgments, with this Assignment to be effective March 14, 2002.

WITNESSES:
(As to Assignor)		ASSIGNOR:
		GREENVILLE CASINO PARTNERS, L.P.,
		a Mississippi limited partnership
	/s/ [ILLEGIBLE]	By:	/s/ M. J. Jacobson
Printed Name: [ILLEGIBLE]		Name:	M. J. JACOBSON
		Title:	CEO
	/s/ [ILLEGIBLE]
Printed Name: [ILLEGIBLE]
(As to Assignee)		ASSIGNEE:
		JMBS CASINO LLC
		a Mississippi limited liability company
	/s/ [ILLEGIBLE]	By:	/s/ Joseph A. Yung
Printed Name: [ILLEGIBLE]			Joseph A. Yung, Manager
	/s/ [ILLEGIBLE]
Printed Name: [ILLEGIBLE]

STATE OF MISSISSIPPI	)
	)SS:
COUNTY OF WASHINGTON	)

     The foregoing instrument was acknowledged before me this 14^th day of March, 2002, by M. J. Jacobson, the CEO of GREENVILLE CASINO PARTNERS, L.P., a Mississippi limited partnership, on behalf of the partnership, the Assignee in the foregoing Assignment.

/s/ [ILLEGIBLE]

Notary Public

STATE OF MS	)
	)SS:
COUNTY OF WASHINGTON	)

     The foregoing instrument was acknowledged before me this 14^th day of March, 2002, by Joseph A. Yung, the Manger of JMBS CASINO LLC, a Mississippi limited liability company, on behalf of the company as Assignor in the foregoing Assignment.

/s/ [ILLEGIBLE]

Notary Public

This instrument prepared by:
Tedd H. Friedman, Esq.
Katz, Teller, Brant & Hild
2400 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202-4724
(513)721-4532

KTBH: 514360.2

Exhibit “A”

     Parcel 7.5 (Section B)

A tract of land 210 feet wide, the South line of which shall be the North edge of the paved City wharf, the East line of which is the West edge of the access concrete sidewalks into Schelben Park, the North line of which is 210 feet North of and parallel to the North edge of the concrete City wharf, and West line of which is the water’s edge of Lake Ferguson, as it rises and falls, said tract of land being shown as “Area 2” on the map attached hereto and made a part hereof by reference as if fully set out herein.

Indexing Instructions:

Index under Section 6, Township 18 North, Range 8 West, Washington County, MS, being that portion thereof previously described as being parts of Blocks 2 and 5, Original Town Addition of Greenville, all now lying over the levee.

EX-10.15.1

Exhibit 10.15.1

AGREEMENT GRANTING MOORAGE, DOCKAGE,
BERTHING AND OTHER RIGHTS

     This Agreement entered into this day by and between the City of Greenville, Mississippi, a municipal corporation (“City”), acting by and through The City Council of Greenville, and Cotton Club of Greenville, Inc., a Mississippi corporation with its principal place of business in Greenville, Mississippi (“Cotton Club”),

     WITNESSETH:

1.

     The City of Greenville, Mississippi, is a municipality in which there is situated a harbor that is a port of entry. Further, the said City owns the concrete wharf shown as a part of “Area 1” on the map or plat attached to Exhibit “1” hereto, both said exhibit and said plat being attached hereto and made a part hereof by reference. Said concrete wharf and the water fronting on same are situated within reasonable and practical proximity to said harbor and/or port. The City has determined that the granting to Cotton Club of Greenville, Inc. of the rights with respect to said portion of said wharf and the said water fronting thereon, upon the terms and conditions and with the safeguards herein stated, is needful for the convenient use of the same in the aid of commerce, for industrial use, and that said terms, conditions and safeguards are such as will best promote and protect the public interest. The terms and conditions, and the monetary moorage and user fees herein stated, have been found by the City to be adequate and have been

approved by the City in an order or resolution authorizing the same.

2.

     Wherefore, premises considered, City hereby gives and grants unto Cotton Club, upon the terms and conditions and for the consideration hereinafter set forth, the following described moorage, dockage, berthing and other rights.

3.

     Cotton Club is hereby granted and shall have, during the term hereof, the exclusive right to moor, dock, berth, tie and/or affix a barge, barges and/or other facilities in the operation of a gaming establishment (including related purposes such as restaurant and beverage services), but for no other purposes, to the portion of the City lake front described in Section A of Exhibit “1” which is attached hereto and incorporated herein by reference, to include the right to affix cables, walkways, hoses and other facilities thereto, and to exercise all of the other rights described in said Section A of Exhibit “1”.

4.

     The term of this Agreement shall commence on the 1st day of April 1993, and end at midnight on the 31st day of August, 1995. At the expiration of the original term, Cotton Club shall have the option of three (3) additional five (5) year option terms, to be renewed automatically, unless written notice of termination is given to City by Cotton Club sixty (60) days prior to the expiration date of the then existing term. If Cotton Club shall

2

permanently cease to operate a gaming establishment and removes its casino vessel from the Greenville water front, then, subject to the provisions of paragraph 8, this Agreement may be terminated by City upon giving 30 days written notice to Cotton Club. Upon the termination of this Agreement, at City’s election, any mooring dolphins installed by Cotton Club may either be and become the sole property of City or Cotton Club may be required by City to remove same at Cotton Club’s sole cost and expense.

5.

     As moorage and user fees for the rights herein granted, Cotton Club hereby agrees to pay City the sum of $900.00 per month payable in advance on the 1st day of April and on the 1st day of each month thereafter during the original term of this Agreement. Such fees for each option term hereunder shall be subject to a cost of living increase to be based on the Consumer Price Index using April, 1993 as the base period.

6.

     As part of the consideration for this Agreement, Cotton Club may and shall construct and install utility lines and facilities, and water and sewer lines, to City’s specifications, on and across the City’s property described in Section B of Exhibit “1”, and across the levee, and to connect Cotton Club’s gaming establishment to City’s water and sewer system. Upon completion of said water and sewer improvements and the approval thereof by City, the said water and sewer lines shall be conveyed by Cotton Club to City at no cost, and City agrees to thereafter maintain the same as part of

3

its water and sewer system.

7.

     Cotton Club, as a material part of the consideration herein, hereby waives all claims against City for damages to goods, equipment or merchandise or other items of personal property, and for injuries to persons, including death, arising out of Cotton Club’s exercise of its rights herein granted. Cotton Club hereby agrees to hold City exempt and harmless from any loss, damage, expense or injury, including death, to any person, or to the goods, equipment, merchandise or property of any person or persons arising from the exercise of the rights herein granted by City. Cotton Club further agrees that it will at all times during the term of this Agreement or any option term hereunder, at its own expense, carry and maintain public liability insurance in the limits of not less than $1,000,000.00 with City named as an additional assured therein, to protect the City from any and all claims for personal injury, including death, and property damage which may arise from Cotton Club’s exercise of its rights under this Agreement. Certificates of such insurance shall be filed with City and shall be subject to City’s approval.

8.

     Cotton Club shall not assign its rights under this Agreement, or any portion thereof, or grant moorage, dockage, berthing or other rights to any third party, without first obtaining the written consent of City, which consent will not be unreasonably withheld. Cotton Club hereby agrees and obligates itself in the

4

exercise of its rights hereunder to conform to and abide by any rules, regulations, restrictions or ordinances that are now or may hereafter be imposed or promulgated by City, the Greenville Port Commission, and/or the Board of Mississippi Levee Commissioners. Cotton Club further agrees that no illegal activity will be conducted or permitted in connection with its exercise of its rights hereunder. It is further understood and agreed that this Agreement is made subject to any rights of way or easements of the Board of Mississippi Levee Commissioners.

9.

     Any notice(s) hereunder shall be in writing, and if to Cotton Club, shall be addressed as follows:

Cotton Club of Greenville, Inc.
333 Washington Avenue
Greenville, MS 38701

and if to the City of Greenville, shall be addressed as follows:

Mayor
City of Greenville
Post Office Box 897
Greenville, MS 38702-0897

10.

     It is expressly understood and agreed by the parties hereto that the City gives and grants unto Cotton Club only such interest as it has the authority to grant, if any, and City makes no representation, guaranty or warranty whatsoever to Cotton Club as to City’s authority with respect to the rights herein granted.

11.

     Cotton Club agrees and acknowledges that, as long as Cotton Club possesses any rights hereunder to any portion of City owned

5

property, it will not discriminate by segregation or, otherwise, against any person or persons because of race, color, religion, sex, or national origin; also, Cotton Club shall not refuse to allow the public the use of the facilities herein or restrict the use of the said property herein including any and all services, privileges, accommodations, membership, and/or activities to be conducted on the said premises to any person because of race, color, religion, sex, or national origin.

EXECUTED, this the 1^st day of April, 1993.

COTTON CLUB OF GREENVILLE, INC.
By:	/s/ Matthew B. Walker
	Matthew B. Walker, President
CITY OF GREENVILLE, MISSISSIPPI
By:	/s/ C. C. “Frank”
	C. C. “Frank” Self, Mayor

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named Matthew B. Walker, President of COTTON CLUB OF GREENVILLE, INC., a Mississippi corporation, who acknowledged that for and on behalf of said corporation as its act and deed he signed and delivered the above and foregoing Agreement on the day and year therein mentioned for the purposes therein stated, after first being authorized so to do.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 31^st day of March, 1993.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:        4/1/96

6

STATE OF MISSISSIPPI
COUNTY OF WASHINGTON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the county and state aforesaid, the within named C. C. “Frank” Self, who affirmed that he is the Mayor of the City of Greenville, Mississippi, and that in his capacity as same, he executed the above and foregoing Agreement for the purposes therein mentioned, he being duly authorized so to do.

     GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 1^st day of April, 1993.

	/s/ [ILLEGIBLE]
	Notary Public
My Commission Expires:
My Commission Expires February 5, 1996

7

SECTION A

Moorage, dockage and berthing rights upon a strip 85 feet in width on Lake Ferguson fronting on the Greenville City wharf, the north line of said strip being contiguous with the south line of the present lease granted by the City of Greenville to the Greenville Yacht Club; the east line being the water’s edge of Lake Ferguson as it rises and falls; the south line being 85 feet south of and parallel to the aforementioned Greenville Yacht Club south lease line; and said strip shall extend in a westerly direction into Lake Ferguson for an adequate distance from the water’s edge of Lake Ferguson, as it rises and falls, to properly moor, dock and/or berth the Cotton Club’s gaming casino ship, support vessels and facilities; all as is shown as “Area 1” on the map or plat attached hereto and made a part hereof by reference as if fully set out herein.

AND ALSO:

The grant by the City of Greenville to Cotton Club of the right and permission to construct, attach and maintain one or more suitable ingress and egress bridges, or ramps, and utility lines and facilities, between Cotton Club’s floating facilities and the Greenville City wharf, as is indicated generally on said map or plat, and labeled “Bridge”, although it is understood and agreed that the location, size and configuration of any such bridge or bridges and/or utility lines and facilities as actually to be constructed are not intended to be shown by said map or plat and are indicated thereon for purposes of illustration only.

AND ALSO:

The grant by the City of Greenville to Cotton Club of the right to construct, install and maintain mooring dolphins as is generally shown on said map or plat, although it is understood and agreed that the location, size and configuration of any such dolphins as actually constructed are not intended to be shown by said map or plat and the dolphins indicated thereon are for purposes of illustration only.

SECTION B

A tract of land 210 feet wide, the south line of which shall be the north edge of the paved City wharf, the east line of which is the west edge of the access concrete sidewalk into Schelben Park, the north line of which is 210 feet north of and parallel to the north edge of the concrete City wharf, and the west line of which is the water’s edge of lake Ferguson, as it rises and falls, said tract of land being shown as “Area 2” on the map or plat attached hereto and made a part hereof by reference as if fully set out herein.

EX-10.15.1(A)

Exhibit 10.15.1(a)

ASSIGNMENT OF
AGREEMENT GRANTING MOORAGE
DOCKAGE, BERTHING AND OTHER RIGHTS

     THIS ASSIGNMENT OF AGREEMENT GRANTING MOORAGE, DOCKAGE, BERTHING AND OTHER RIGHTS (the “Assignment”) is made effective as of the 14^th day of March, 2002, by and between GREENVILLE CASINO PARTNERS, L.P., a Mississippi limited partnership, whose address is P.O. Box 1294, Greenville, MS 38702-1294 (“Assignor”), and JMBS CASINO LLC, a Mississippi limited liability company, whose address is 3061 Prestwicke Drive, Edgewood, KY 41017 (“Assignee”) as follows:

W I T N E S S E T H:

     WHEREAS, the City of Greenville, Mississippi, a municipality (the “City”) entered into an Agreement Granting Moorage and other Rights with the Cotton Club of Greenville, Inc., a Mississippi corporation (the “Cotton Club”) dated April 1, 1993, as recorded in Book 1983, Page 591, of the Washington County, Mississippi land records (the “Agreement”), granting the right to moor certain facilities in the operation of its gaming establishment within a strip eighty-five (85) feet in width on Lake Ferguson fronting on the Greenville City Wharf (the “Property”), more fully described on Exhibit A attached hereto and incorporated herein; and

     WHEREAS, Jubilation Lakeshore, Inc., f/k/a Cotton Club of Greenville, Inc. assigned its rights under the Agreement to Alpha Gulf Coast, Inc. by virtue of an Assignment dated December 11, 1997, recorded in Book 1983, Page 587, of the Washington County, Mississippi Records; and

     WHEREAS, Alpha Gulf Coast, Inc., assigned its rights under the Agreement to Greenville Casino Partners, L.P., a Mississippi limited partnership, by virtue of an Assignment dated March 2, 1998, recorded in Book 1990, Page 555, of the Washington County, Mississippi Records; and

     WHEREAS, Assignor and Assignee are parties to an Asset Purchase Agreement dated January 26, 2002 (the “Purchase Agreement”), and pursuant to the Purchase Agreement, the Assignor is required to assign all of its rights under the Agreement to Assignee.

     NOW, THEREFORE, for good and valuable consideration paid, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

     1. Assignor does hereby assign and convey to Assignee all of Assignor’s right, title and interest in, to and under the Agreement.

     2. Assignee hereby accepts said Assignment and assumes all of the benefits and agrees to perform all of the obligations of Assignor under the Agreement.

     3. Assignee in accepting said Assignment acknowledges that it is familiar with the terms, provisions and conditions of the Agreement and agrees to fully perform and abide by all of the terms, provisions and conditions of Assignor thereunder, all in

accordance with the terms hereof and the terms of the Asset Purchase Agreement between Assignor and Assignee dated January 26, 2002.

     IN WITNESS WHEREOF, the parties have executed this Assignment as of the dates set forth below in their respective acknowledgments, with this Assignment to be effective March 14, 2002.

WITNESSES:
(As to Assignor)		ASSIGNOR:
		GREENVILLE CASINO PARTNERS, L.P.,
		a Mississippi limited partnership
	/s/ [ILLEGIBLE]	By:	/s/ M. J. Jacobson
Printed Name:	[ILLEGIBLE]	Name:	M. J. JACOBSON
		Title:	CEO
	/s/ [ILLEGIBLE]
Printed Name: [ILLEGIBLE]
(As to Assignee)		ASSIGNEE:
		JMBS CASINO LLC,
		a Mississippi limited liability company
	/s/ [ILLEGIBLE]	By:	/s/ Joseph A. Yung
Printed Name: [ILLEGIBLE]			Joseph A. Yung, Manager
	/s/ Bill Walker
Printed Name: Bill Walker

STATE OF MISSISSIPPI	)
	)SS:
COUNTY OF WASHINGTON	)

     The foregoing instrument was acknowledged before me this 14^th day of March, 2002, by M. J. Jacobson, the CEO of GREENVILLE CASINO PARTNERS, L.P., a Mississippi limited partnership, on behalf of the partnership, the Assignee in the foregoing Assignment.

/s/ [ILLEGIBLE]

Notary Public

STATE OF MISSISSIPPI	)
	)SS:
COUNTY OF WASHINGTON	)

     The foregoing instrument was acknowledged before me this 14^th day of March, 2002, by Joseph A. Yung, the Manger of JMBS CASINO LLC, a Mississippi limited liability company, on behalf of the company as Assignor in the foregoing Assignment.

/s/ [ILLEGIBLE]

Notary Public

This instrument prepared by:
Tedd H. Friedman, Esq.
Katz, Teller, Brant & Hild
2400 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202-4724
(513)721-4532

KTBH: 514251.1

Exhibit “A”

     Parcel 7.4 (Section A)

Moorage, dockage and berthing rights upon a strip 85 feet in width on Lake Ferguson fronting on the Greenville City wharf, the North line of said strip being contiguous with the South line of the present lease granted by the City of Greenville to the Greenville Yacht Club (see Parcel 7.3 above); the East line being the water’s edge of Lake Ferguson as it rises and falls; the South line being 85 feet South of and parallel to the aforementioned Greenville Yacht Club South lease line; and said strip shall extend in a westerly direction into Lake Ferguson for an adequate distance from the water’s edge of Lake Ferguson, as it rises and falls, to properly moor, dock and/or berth the Cotton Club’s gaming casino ship (now Jubilee Casino), support vessels and facilities; all as is shown as “Area 1” on the map or plat attached hereto and made a part hereof by reference as if fully set out herein.

Indexing Instructions:

Index under Section 6, Township 18 North, Range 8 West, Washington County, MS, being that portion thereof previously described as being parts of Blocks 2 and 5, Original Town Addition of Greenville, all now lying over the levee.

EX-10.16

EXHIBIT 10.16

CHARTER PARTY

     This Charter Agreement is made as of January 20, 1995, between Caruthersville Riverboat Entertainment, Inc., a Missouri corporation, 207 Grandview Drive, Ft. Mitchell, Kentucky 41017 (“Owner”), and Greenville Riverboat, LLC, a Mississippi limited liability company, 207 Grandview Drive, Ft. Mitchell, Kentucky 41017 (“Charterer”).

     Owner lets, and Charterer charters and takes for hire, the Lighthouse Riverboat, Hull No. 310 (“Vessel”), subject to the following terms, conditions, and agreements:

SECTION ONE

CONDITION OF THE VESSEL

     The Vessel is a newly constructed riverboat of length overall of 210 feet, beam of 60 feet, mean draft of six feet, with a capacity of at least 1400 persons. Charterer represents to Owner that the Vessel has been examined by Charterer and found to be seaworthy and otherwise in good condition with all appropriate or required equipment. Acceptance or use of the Vessel by Charterer will be deemed to be an acknowledgement that the Vessel is seaworthy, in good condition, and fit for Charterer’s purposes. Charterer represents to Owner that the Vessel is of a size, design, and capacity suitable for Charterer’s use.

SECTION TWO

TERM AND RENT

     The term of this agreement is nine (9) years commencing on the date hereof and ending January 19, 2004. Notwithstanding the foregoing, if Charterer obtains a suitable replacement riverboat for the Vessel (the “Replacement Vessel”), this agreement will terminate upon written notice by Charterer to Owner. If Charterer obtains a Replacement Vessel and acquires new gaming equipment rather than relocating the gaming equipment from the Vessel to the Replacement Vessel, the Owner will purchase the gaming equipment on the Vessel on the same terms as would be negotiated in an arm’s length transaction.

     No rent shall be payable hereunder from the date hereof through January 19, 1997. Thereafter, monthly rent shall be payable in advance on the 20th day of each month, beginning January 20, 1997, in an amount necessary to amortize a $5 million loan in equal monthly installments over a period of seven years with interest at the prime rate in effect on January 20, 1997. Charterer shall also pay to Owner all applicable sales and use

1

taxes, monthly, in advance on or before the 20th day of each month, beginning January 20, 1997.

     Charterer’s liability for payment of rent shall not be abated or suspended for any loss or damage to the Vessel or during any month or fraction of a month in which the Vessel is unavailable for service because of periodic inspection and overhaul or during periods in which the Vessel is laid up for maintenance or repairs.

SECTION THREE

SECURITY DEPOSIT

     Charterer shall deposit with Owner as security the sum of One Hundred Thousand Dollars ($100,000.00), and Charterer agrees that this deposit shall be security for performance of Charterer’s obligations under this agreement. At Owner’s option, this sum may be applied to satisfy any obligation of Charterer that may be in default, but neither the making of this deposit nor its use by Owner shall excuse Charterer from performance of any such obligation. Any portion of such deposit that has not been so applied by Owner shall be returned to Charterer at the termination of this agreement.

SECTION FOUR

LOCATION OF VESSEL

     The Vessel will be temporarily berthed at Leevac Shipyards in Jennings, Louisiana. Thereafter, the Vessel shall be permanently berthed at
201 N. Lakefront Drive in the City of Greenville, County of Washington, State of Mississippi. Charterer shall pay all costs and expenses associated with relocating the Vessel. Charterer shall not remove the Vessel from or make any changes in the permanent berthing of the Vessel without the Owner’s prior written consent. Except for relocating the Vessel as provided above, Charterer shall not cruise or navigate the Vessel on any waterway, it being understood that the Vessel is intended for use in the same manner as would a stationary barge.

SECTION FIVE

USE AND OPERATION OF THE VESSEL

     This agreement is and shall be considered a demise charter. Owner retains no control, possession, or command whatsoever of the Vessel during the term of this agreement, and Charterer shall have exclusive possession, control, and command of the Vessel during the term of this agreement, subject only to the express restrictions of this agreement.

2

     The Vessel shall be used only for gaming in accordance with applicable law and for the sale of food and beverages.

     Charterer represents to Owner that Charterer understands fully, and is experienced in, the use of the equipment provided on the Vessel. Charterer further represents to Owner that Charterer will not permit any person to operate any of the equipment on the Vessel while under the influence of alcohol or narcotics.

     Charterer shall not use, and Charterer shall prevent the use of, the Vessel (i) in violation of any federal, state or local statute, law, ordinance, rule or regulation; (ii) in any dangerous, hazardous, or illegal manner; and (iii) in any manner or for any purpose that would cause the insurance required by this Agreement to be suspended, cancelled, inapplicable, or increased in cost.

SECTION SIX

MAINTENANCE AND INSPECTION

     At its expense, Charterer shall keep the Vessel in good operating condition and repair for use as a cruising vessel and shall provide and pay for all necessary and appropriate periodic inspections, maintenance, repairs, service and overhauls of the Vessel. Charterer shall bear the expense of all replacement parts, repairs, additions, and improvements to the Vessel and all of the same shall become the property of the Owner and part of the Vessel.

     To ascertain the condition of the Vessel and to satisfy Owner that the Vessel is being properly repaired and maintained in accordance with this agreement, Owner and the authorized agents of Owner shall have the right at any reasonable time to inspect or survey the Vessel at Owner’s expense. In connection with such inspection, Charterer shall permit Owner to inspect the Vessel’s logs and records, and shall furnish Owner with full information regarding any accidents or damage to the Vessel. Such inspections shall not unreasonably interfere with Charterer’s use of the Vessel.

SECTION SEVEN

LIABILITY FOR LOSS OR DAMAGE

     Charterer assumes all risk of loss of and damage to the Vessel from any cause. In the event of loss or damage to the Vessel, Charterer, at the option of Owner, shall:

     a. Place the Vessel in good repair; or

3

     b. Surrender the Vessel to Owner and pay the second lowest of three shipyard repair estimates obtained by Owner; or

     c. If the Vessel is lost, pay Owner in cash the current replacement value of the Vessel, whereupon this agreement shall terminate.

     Obligations of Charterer established in this section shall be abated to the extent of insurance payments received by Owner.

SECTION EIGHT

RETURN OF VESSEL

     On expiration or earlier termination of this agreement, Charterer shall return the Vessel to Owner by delivering it to such location as Owner shall direct, free of all liens and encumbrances and in good repair and in the same condition and with the same equipment as when delivered to Charterer, ordinary wear and tear resulting from proper use alone excepted.

SECTION NINE

INSURANCE

     At its expense, Charterer shall obtain and maintain standard hull insurance providing full maritime coverage, protection and indemnity insurance, liability and property damage insurance, and such other insurance in such amounts and with such coverages as Owner may reasonably determine. Charterer shall secure such coverage from insurers who are satisfactory to Owner and all policies shall name Owner as an additional insured and as sole loss payee. At Owner’s option, Owner shall apply the proceeds of such insurance to repair or replace the Vessel or to satisfy Charterer’s obligations hereunder. The proceeds of any personal liability or property damage insurance shall be payable first to Owner to the extent of its liability, if any, and the balance to Charterer. Charterer hereby appoints Owner its attorney-in-fact to make claims for, adjust, settle, receive payment of, and execute and endorse all documents, checks, or drafts for loss or damage under any such insurance. Such policies shall provide the insurer to notify Owner in writing not less than thirty days prior to any cancellation of any such coverage. In the event of such cancellation, at Charterer’s expense Owner may, but shall not be obligated to, obtain such coverage.

     Charterer shall furnish to Owner such information as will permit Owner to verify the insurance coverage required by this Section Nine. Upon request by Owner, Charterer will deliver to Owner a certificate or other written evidence from the insurer confirming the terms and conditions of all coverage of the Vessel.

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     In the event that any insurer gives notice of cancellation of any such insurance, before the effective date of such cancellation Charterer shall obtain equivalent coverage from another insurer acceptable to Owner. In the event Charterer is unable to obtain such coverage before such date, Charterer shall immediately cease operation and use of the Vessel until such time as such insurance is in place.

     In the event of any accident or damage to the Vessel, irrespective of the extent of such damage, Charterer shall immediately notify Owner. Charterer shall make and file all necessary and appropriate claims with all insurers and shall fully cooperate with Owner and all insurers in the defense and investigation of any and all suits and claims arising therefrom.

SECTION TEN

TAXES

     Charterer shall pay or reimburse Owner for all property and other taxes or assessments levied by any governmental authority on or in respect of the Vessel or its use during the term of this agreement.

SECTION ELEVEN

INVENTORIES OF FUEL AND STORES

     The Vessel shall be delivered to Charterer with fuel and potable water tanks topped off.

     Charterer shall return the Vessel to Owner at the expiration of this agreement with the same fuel and potable water on board, or pay Owner for any shortages at retail prices.

SECTION TWELVE

ALTERATIONS

     Charterer shall make no alterations in or to the Vessel without the prior written consent of Owner. Any such alterations permitted by Owner shall be at the sole expense of Charterer and shall be the property of Owner.

SECTION THIRTEEN

DEFAULTS

     Charterer shall be in default hereunder if:

     (i) Charterer fails to pay any rent or other amount due hereunder within ten days of the due date thereof;

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     (ii) Charterer fails to perform any other obligation hereunder;

     (iii) Any insurance required under this agreement is cancelled and Charterer fails to secure a replacement therefor within ten days after such cancellation;

     (iv) Any proceedings under any bankruptcy, insolvency, or receivership law are filed by or against Charterer, and such proceedings, if involuntary, are not dismissed within sixty days;

     (v) Charterer makes an assignment for the benefit of creditors or permits or suffers any distress, attachment, levy or execution against any property of Charterer; or

     (vi) The Vessel or any part or portion thereof is lawfully removed from Charterer’s or its agents’ possession or control pursuant to government authority. In any such event, Owner at its option and without notice or demand may cancel this agreement, whereupon all of Charterer’s rights hereunder will cease; summarily repossess and seize the Vessel, with or without process of law; or exercise any and all other rights and remedies hereunder or under law or equity. Charterer expressly authorizes Owner and its agents to summarily repossess the Vessel and expressly waives all claims arising out of such repossession. Owner’s exercise of one or more of these rights or remedies shall not be deemed to be an election of remedies or prejudice Owner from exercising any other rights or remedies.

SECTION FOURTEEN

MARITIME LIENS

     Charterer shall not incur any maritime liens or other encumbrances on the Vessel other than for salvage, and shall not remove or deface any notice that may be posted on the Vessel by Owner as evidence of Owner’s interest.

SECTION FIFTEEN

INDEMNITY

     Charterer shall indemnify and hold harmless Owner from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities and expenses, including reasonable attorney fees, arising from or connected with (i) any present, future, latent, or other defects, in any form, character, or condition of the Vessel or any part or portion thereof; (ii) any violation by Charterer of any provision of this Agreement; (iii) any fines, forfeitures, penalties, or confiscation of or involving the Vessel; (iv) any damage, loss, theft, or destruction of the Vessel or any part or portion thereof; (v) the delivery,

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possession, ownership, location, installation, control, maintenance, repair, return, use, condition or operation of the Vessel; (vi) any acts or omissions of Charterer or its agents or employees; (vii) any person or property damaged by or in the Vessel.

SECTION SIXTEEN

ASSIGNMENT

     Charterer shall not assign or sublet Charterer’s interest in the Vessel without the prior written consent of Owner. Owner may assign Owner’s interest under this agreement by written notice to Charterer.

SECTION SEVENTEEN

ATTORNEY FEES

     In the event any action is filed in relation to this agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all other sums that either party may be called upon to pay, a reasonable sum for the successful party’s attorney fees.

SECTION EIGHTEEN

LIMITATION OF WARRANTY AND REMEDY

     OWNER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, QUALITY, DURABILITY, OR FITNESS OR SUITABILITY OF THE VESSEL FOR CHARTERER’S INTENDED USE OF THE VESSEL. OWNER WILL NOT BE LIABLE TO CHARTERER FOR ANY LIABILITY, LOSS, OR DAMAGE, INCLUDING CONSEQUENTIAL DAMAGES, CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE VESSEL, BY ANY INADEQUACY OF, OR DEFECT IN, OR ANY INCIDENT IN CONNECTION WITH, THE VESSEL.

     In witness whereof, each party has caused this agreement to be executed as of the date indicated above.

	OWNER:
	CARUTHERSVILLE RIVERBOAT ENTERTAINMENT, INC.
by:	/s/ William J. Yung
	William J. Yung, President

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CHARTERER:
GREENVILLE RIVERBOAT, LLC
By:	WIMAR TAHOE CORPORATION, MANAGER
	By:	/s/ William C. Beegle
		William C. Beegle Vice President

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EX-10.16(A)

EXHIBIT 10.16(a)

CHARTER PARTY
FIRST AMENDMENT

On January 20, 1995, Caruthersville Riverboat Entertainment, Inc. a Missouri corporation, 207 Grandview Drive, Ft. Mitchell, KY 41017 (“Owner”) and Greenville Riverboat, LLC, a Mississippi limited liability company, 207 Grandview Drive, Ft. Mitchell, KY 41017 (“Charterer”) entered into a Charter Party Agreement. The parties wish to amend this agreement effective January 19, 2004, as follows:

1.	Section two of the original agreement provided that the agreement would terminate on January 19, 2004. The parties desire to extend the term of the agreement for an additional five years, until January 19, 2009.
2.	Section two of the original agreement provided that the monthly rent would be “an amount necessary to amortize a $5 million loan in equal monthly installments over a period of seven years with interest at the prime rate in effect on January 20, 1997.” The parties desire to amend the agreement to provide for monthly rent of $78,555.30 plus applicable sales and use taxes.

All other terms and provisions of the original agreement are to remain in force.

In witness whereof, each party has caused the agreement to be executed this 24 day of September, 2003.

Owner: Caruthersville Riverboat Entertainment, Inc.
by	/s/ William J. Yung
	William J. Yung, President
Charterer: Greenville Riverboat, LLC
by:	Wimar Tahoe Corporation
	Managing Member
by	/s/ William J. Yung
	William J. Yung, President

EX-10.16(B)

Exhibit 10.16(b)

CHARTER PARTY
SECOND AMENDMENT

St. Louis Riverboat Entertainment, Inc. (fka Caruthersville Riverboat Entertainment, Inc.), a Missouri corporation (“Owner”) and Greenville Riverboat, LLC, a Mississippi limited liability company (“Charterer”) wish to amend the Charter Party agreement originally dated January 20, 1995 and as previously amended by the First Amendment dated January 19, 2004, as follows:

Whereas the amended Charter Party agreement is currently scheduled to expire on January 19, 2009.

The parties to the agreement wish to add two five year renewal options to extend the agreement at the option of the Charterer. The first option to commence on January 19, 2009 and end on January 19, 2014 and the second option to commence on January 19, 2014 and end on January 19, 2019. The Charterer must notify the Owner in writing at least thirty (30) days in advance of the current expiration date of the agreement and the Charterer cannot be in default under the agreement in order to exercise its option.

All other terms and provisions of the agreement, as amended, are to remain in full force and effect.

The parties have executed this amendment on this 23^rd day of May, 2005.

Owner: St. Louis Riverboat Entertainment, Inc.
by	/s/ William J. Yung
	William J. Yung, President
Charterer: Greenville Riverboat, LLC
by	Wimar Tahoe Corporation
	Managing Member
by	/s/ William J. Yung
	William J. Yung, President

EX-10.17

EXHIBIT 10.17

HOTEL LEASE

     THIS CASINO LEASE (“Lease”) is made and entered into as of the 12^th day of August, 2003 by and between CP Laughlin Realty, LLC, a Delaware limited liability company, as lessor (“Lessor”), and Columbia Properties Laughlin, LLC, a Nevada limited liability company, as lessee (“Lessee”), with reference to the following facts and objectives:

          (a) Lessor owns that certain improved real property consisting of a hotel, restaurant, bar, casino and related assets commonly known as The River Palms Hotel and Casino located at 2700 South Casino Drive, Laughlin, Clark County, Nevada (“Hotel”).

          (b) On the terms and subject to the conditions herein contained, Lessor will lease to Lessee, and Lessee will lease from Lessor, the Hotel.

ARTICLE 1
LEASED PREMISES AND TERM

     1.1 Hotel. The Hotel consists of the real estate, improvements and non-gaming personal property presently located at the Hotel, excluding Gaming FF & E as defined in Section 2.1.

     1.2 Lease Term. The term of this Lease (the “Lease Term”) shall commence on the first day Lessor acquires the Hotel and Lessee obtains the necessary licenses and permits needed to operate a hotel and related casino (the “Commencement Date”). Except as otherwise provided herein, the Lease Term shall expire (the “Termination Time”) on the midnight immediately succeeding 11:59 p.m. on September 30, 2008. Lessor and Lessee may agree to extend the Termination Time from time to time provided such extension is in writing.

     1.3 Entry. Lessor may enter the Hotel at any time to (i) inspect the Hotel, (ii) determine whether Lessee is complying with all its obligations hereunder, and (iii) make “Hotel Repairs” as defined below in accordance with this Lease. In no event shall Lessor have access to any area for which access is restricted in accordance with Nevada gaming laws, except pursuant to such laws.

ARTICLE 2
GAMING FF&E

     2.1 Gaming FF&E. For purposes of this Lease, “Gaming FF&E” means all Gaming Devices as that term is defined in NRS 463.0155, Associated Equipment as that term is defined in NRS 463.0136, and any other furniture, fixtures and equipment used by Lessee in its gaming activities at the Hotel that are acquired or leased by Lessee and used at the Hotel during the Lease Term. Lessee covenants that it will make such repairs and replacements and perform such maintenance as is appropriate in order to maintain and keep the Gaming FF&E in good order and repair throughout the Lease Term (ordinary wear and tear excepted).

     2.2 Lessee’s Cash. On the Commencement Date, Lessee shall be required to have on hand all necessary cash or cash equivalents for use in the Hotel and the casino operation as reasonably required for initial fills or loads for the Gaming Devices, all amounts required by the Gaming Authorities for minimum bankroll purposes, and for the payment of all license fees necessary to commence casino operation (collectively “Lessee’s Cash”).

ARTICLE 3
RENT

     3.1 Base Rent. Lessee shall pay to Lessor a base rent (“Rent”), without deduction or offset, in arrears in equal consecutive monthly installments commencing thirty (30) days after Commencement Date and continuing thereafter on the first day of each calendar month of the Lease Term in the amount described in the table below for each month of the Lease Term. If this Lease shall commence or expire on a day other than the last day of a calendar month, the Rent for any such month shall be prorated on the basis of a thirty (30) day month. Rent shall be payable without notice or demand in lawful money of the United States to Lessor at the address stated herein for notices as set forth in Section 15.5 below or to such other address or such other persons as Lessor may designate to Lessee in writing.

1st through 12th month	$	125,000
13th through 24th month	$	350,000
25th through 60th month	$	425,000

     3.2 Defined Terms. For purposes of this Article 3, the term Property Taxes shall mean the aggregate amount of all real estate taxes, assessments (whether they be general or special), sewer rents and charges, transit taxes, taxes based upon the receipt of rent and any other federal, state or local governmental charge, general, special, ordinary or extraordinary, which Lessor shall pay or become obligated to pay in connection with the Hotel, or any part thereof.

     3.3 Additional Rent: Intentionally Deleted.

     3.4 Insurance. During the Lease Term, Lessee shall be responsible for all costs associated with Insurance for the Hotel. For purposes of this Section 3.4, the term Insurance shall include all risk property insurance, general liability insurance, business interruption insurance, and all such other insurance as is reasonably determined by Lessee to be needed to protect the interests of Lessor and Lessee in the Hotel, including workers’ compensation insurance on Lessee’s employees working in the Hotel, property insurance on the Gaming FF&E, and crime insurance covering the gaming operations

     3.5 Utilities. During the Lease Term, Lessee shall be responsible for all costs associated with Utilities for the Hotel. For purposes of this Section 3.5, the term Utilities shall include, without limitation, all electrical power, gas, oil, water, cable service, heating and air conditioning and garbage collection.

ARTICLE 4
USE; MAINTENANCE; ALTERATIONS; MECHANICS’ LIENS

     4.1 Use. Lessee shall use the Hotel as a hotel and casino or for any other lawful purpose or purposes consented to by Lessor. Subject to such closure(s) of all or a part of the Hotel as from time to time may be necessary to make repairs, replacements, restorations or improvements required or permitted by this Lease, Lessee shall operate the Hotel and shall keep the Hotel open for business continuously during all such hours and on such days as is customary for hotels and casinos in the Laughlin metropolitan area. Lessee shall carry on the business of the Hotel in compliance with all applicable statutes, ordinances, resolutions, rules, regulations, orders or other requirements (collectively “Laws”) of any governmental authority having jurisdiction over the Hotel in effect on the Commencement Date or at any time during the Lease Term. Without limiting the generality of the foregoing, Lessee at its cost shall obtain and maintain any and all such business licenses and permits as are required by applicable law in connection with operation of the Hotel including, without limitation, the Gaming Approval.

     4.2 Alterations. Subject to obtaining any required approval from the Gaming Authorities, Lessee may relocate or reposition Gaming FF&E, furniture or other items within the Hotel as Lessee may elect from time to time. Lessee shall not make any other additions or changes to the Hotel (“Alterations”) without first obtaining Lessor’s consent, which shall not be unreasonably withheld or delayed. Any Alterations made by Lessee pursuant to this Section shall remain on and be surrendered with the Hotel on expiration or earlier termination of the Lease Term.

     4.3 Mechanics’ Liens. Lessee shall pay all costs of construction done by or for Lessee on the Hotel as permitted by this Lease. Lessee shall keep the Hotel free and clear of any mechanics’ lien resulting from any such construction; provided, however, that Lessee shall have the right to contest the correctness or validity of any such lien if, promptly on demand of Lessor, Lessee procures a bond and secures the release of the lien.

     4.4 Responsibilities Regarding Alterations, Improvements, and Repairs. Lessee is responsible for normal repairs to all building systems including roof, HVAC, plumbing and electric. Lessee is also responsible for any renovations to rooms, restaurants, casino and other public areas, of an appearance or cosmetic nature. Lessor is only responsible for major repairs or replacements of building components and systems. Major repairs or replacements are defined to be those that exceed $50,000 for an individual expenditure or aggregate related repairs or replacements which exceed $250,000.

     4.5 Use of the Hotel. Subject to such closure(s) of all or a part of the Hotel as from time to time may be necessary to make repairs, replacements, restorations or improvements required or permitted by this Lease, Lessee shall operate the Hotel and shall keep the hotel, casino, restaurant and bar open for business continuously during all such hours and on such days as is customary for casinos in the Laughlin metropolitan area. Lessee shall carry on the business of the casino, restaurant and bar in compliance with all applicable Laws in effect on the Commencement Date or at any time during the Lease Term.

     4.6 Mechanics’ Liens. Lessor shall pay all costs of construction done by or for Lessor on the Hotel. Lessor shall keep the Hotel free and clear of any mechanics’ lien resulting from any such construction. In the event of Lessor does not keep the hotel free and clear of any mechanics’ liens, Lessee may, but shall not be obligated to, make the payments to remove the mechanics’ liens, without waiving or releasing Lessor of its obligations under this Lease.

     4.7 Lessee’s Rights Regarding First Mortgage. In the event of a default by Lessor under any deed of trust, mortgage or other security interest encumbering The Hotel real property or any personal property, furniture, fixtures or equipment contained within the Hotel or used in the operation thereof (“Security Instrument”), Lessee may, but shall not be obligated to, cure and make all necessary payments under any Security Instrument, without waiving or releasing Lessor of its obligations under this Lease.

ARTICLE 5
LESSOR SERVICES; UTILITIES

     5.1 Utilities: Intentionally Deleted.

     5.2 Other Services. Subject to applicable Laws and Lessee’s security requirements, during the Lease Term Lessee shall maintain the Hotel if the failure to maintain the same might adversely affect the Hotel or the operation thereof, and all furniture, fixtures and equipment thereon, in good condition and repair, including, without limitation, replacement of furniture, fixtures and equipment where appropriate.

ARTICLE 6
INDEMNITY

     6.1 Lessee shall indemnify and defend Lessor and hold Lessor harmless from and against any and all costs and expenses (including reasonable attorneys’ fees) incurred by Lessor as a result of the breach of any term, covenant or condition of this Lease by Lessee or as a result of any actual or alleged injury, damage or loss to any person or property occurring in, on or about the Hotel, unless caused by the negligence or willful misconduct of Lessor, its agents, employees or contractors.

ARTICLE 7
INSURANCE

     7.1 Liability Insurance. Lessee at its cost shall procure and maintain commercial general liability insurance with a single combined limit (including umbrella coverage) of not less than Five Million Dollars ($5,000,000) insuring against any and all liability of Lessor, Lessee and their agents and employees arising out of and in connection with the use or occupancy of the Hotel. Both Lessor and Lessee shall be named as an additional insured, and the policies shall

contain contractual liability endorsements insuring the liability under the indemnity covenants of this Lease.

     7.2 Hotel Property Insurance. Lessee shall procure and maintain “all-risk” property insurance, for damage or other loss caused by fire or other casualty or cause including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting of pipes, explosion, in an amount not less than one hundred percent (100%) of the replacement cost covering (a) the Hotel; and (b) Lessor’s trade fixtures, equipment and other personal property from time to time situated in the Hotel. The proceeds of such insurance shall be used for the repair or replacement of the property so insured. The insurance policy shall be issued in the names of Lessee and Lessor as their interests appear, and shall provide that any proceeds shall be payable to Lessor to the extent the claim exceeds $250,000.

     7.3 Crime Insurance. Lessee at its cost shall procure and maintain crime insurance covering the Hotel operation and Lessee’s employees with a minimum coverage of $1,000,000 per occurrence.

     7.4 Form of Policies. The insurance coverage required to be carried under this Lease shall (a) be written by companies rated “A” or better in current edition of “Best’s Insurance Reports” and (b) name any parties reasonably designated by Lessor or Lessee, as applicable, including any mortgagee, as additional insureds.

ARTICLE 8
TAXES

     8.1 Taxes on Personalty. Lessee shall pay before delinquency all taxes, assessments, license fees and other charges levied or assessed against the Hotel or the Gaming FF & E during the Lease Term.

     8.2 Payment of Taxes. Lessor shall notify Lessee of the taxes payable by Lessee hereunder, and immediately on receipt of the tax bill shall furnish Lessee a copy of the same. Lessee shall pay the taxes no later than the taxing authority’s delinquency date or ten (10) days after receipt of a copy of the tax bill, whichever is later. If permitted by applicable law, Lessee may pay any tax in installments as determined by Lessee in Lessee’s reasonable business judgment.

     8.3 Proration. Real Estate and Personal property taxes payable pursuant to this Article 8 shall be prorated on a time basis for any partial tax year.

ARTICLE 9
DAMAGE OR DESTRUCTION

     9.1 Major Destruction. If all or any portion of the Hotel is so damaged or destroyed as to materially impair Lessee’s operation of the Hotel or the results of operations therefrom, either party may terminate this Lease by written notice to the other within thirty (30) days after

such damage or destruction. Any such termination shall be effective as of the date of such notice.

     9.2 Other Damage or Destruction. If this Lease is not terminated as a result of damage or destruction, Lessor shall promptly repair all damaged portions of the Hotel, and Lessee shall repair or replace the Gaming FF&E.

ARTICLE 10
EMINENT DOMAIN

     10.1 Definitions. For purposes of this Article 10, “Eminent domain” means (i) the exercise of any governmental power, whether by legal proceedings or otherwise, by a condemnor, and (ii) any sale or other transfer by Lessor to any Condemnor, either under threat of condemnation or while legal proceedings or condemnation are pending. “Award” means all compensation, sums or anything of value awarded, paid or received on a total or partial condemnation. “Condemnor” means any public or quasi-public authority, or private corporation or individual, having the power of condemnation.

     10.2 Major Taking. If all or any portion of the Hotel is taken by eminent domain so as to materially impair Lessee’s operation of the Hotel or the results of operations therefrom, either party may terminate this Lease. If either party so elects to terminate this Lease, that party shall notify the other party of the same within thirty (30) days after the nature and extent of the taking have been finally determined. Such notice shall specify the date of termination of this Lease, which date shall not be earlier than thirty (30) days nor later than sixty (60) days after the date on which the termination notice is given.

ARTICLE 11
ASSIGNMENT AND SUBLETTING

     11.1 Lessee shall not assign, mortgage or transfer or encumber its interest in the Lease or in the Hotel without first obtaining Lessor’s written consent, except Gaming FF & E.

ARTICLE 12
EVENTS OF DEFAULT AND REMEDIES

     12.1 Lessee Event of Default. The occurrence of any one or more of the following shall constitute a “Lessee Event of Default”:

          (a) Lessee shall fail to pay Rent when due, if such failure continues for ten (10) days after written notice of the same has been given to Lessee; or

          (b) Lessee shall fail to perform any other provision of this Lease to be performed by Lessee, if such failure continues for thirty (30) days after written notice of the same has been given to Lessee (provided, however, that if the default cannot reasonably be cured within thirty (30) days, Lessee shall not be in default of this Lease if Lessee commences to cure such default during such 30-day period and proceeds diligently to cure the default); or

          (c) Lessee shall fail to possess at all times during the Lease Term all necessary Gaming Approvals for the operation of a casino at the Hotel.

          (d) Lessee shall file a voluntary petition of bankruptcy or a petition or answer seeking reorganization, arrangement, composition or similar relief under present or future federal bankruptcy laws or other applicable law of the United States of America or any state thereof, or shall file a petition to take advantage of any present or future insolvency act or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall consent to the appointment of any receiver, trustee or liquidator of all or a substantial part of its property, or if any petition seeking any of the aforementioned relief shall be commenced against Lessee, and if such proceeding is not dismissed within sixty (60)days after such proceeding is commenced.

     12.2 Remedies Upon Lessee Default. Upon the occurrence of a Lessee Event of Default, Lessor may terminate Lessee’s right to possession of the Hotel by giving notice to Lessee of the same, whereupon this Lease shall terminate. The remedies afforded to Lessor by this Lease shall be cumulative and in addition to any one or more remedies now or later available by law.

     12.3 Lessor Event of Default. The occurrence of any one or more of the following shall constitute a “Lessor Event of Default”:

          (a) Lessor shall fail to perform any provision of this Lease to be performed by Lessor, if such failure continues for thirty (30) days after written notice of the same has been given to Lessor (provided, however, that if the default cannot reasonably be cured within thirty (30) days, Lessor shall not be in default of this Lease if Lessor commences to cure such default during such 30-day period and proceeds diligently to cure the default); or

          (b) Lessor shall file a voluntary petition of bankruptcy or a petition or answer seeking reorganization, arrangement, composition or similar relief under present or future federal bankruptcy laws or other applicable law of the United States of America or any state thereof, or shall file a petition to take advantage of any present or future insolvency act or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall consent to the appointment of any receiver, trustee or liquidator of all or a substantial part of its property, or if any petition seeking any of the aforementioned relief shall be commenced against Lessor, and if such proceeding is not dismissed within sixty (60)days after such proceeding is commenced.

     12.4 Remedies Upon Lessor Default. Upon the occurrence of a Lessor Event of Default, Lessee may terminate this Lease. The remedies afforded to Lessee by this Lease shall be cumulative and in addition to any one or more remedies now or later available by law.

     12.5 Late Payments. Should Lessee fail to pay the other any sum when due hereunder, such amount shall bear interest at the rate of five percent (5%) per annum from the date due until the date paid.

ARTICLE 13
LEASE TERMINATION

     13.1 Lease Termination. Upon termination or expiration of this Lease:

(a)	Possession. Lessee shall surrender the possession of the Hotel to Lessor and remove the Gaming FF & E, including chips and tokens.
(b)	Cash on Hand. At the Termination Time the parties shall determine the amount of cash on hand (excluding chips and tokens) at the Hotel, including, without limitation, cage cash, cash in cage banks, and cash in Gaming Devices (“Cash on Hand”). Lessor shall immediately pay to Lessee for the amount of the Cash on Hand.
(c)	Progressive Liability. At the Termination Time, Lessee shall certify to Lessor the amount of Lessee’s incremental progressive prizes (the amount owing on a machine, less the base amount) associated with slot machines and other coin operated Gaming FF&E (the “Progressive Liability”). Lessor shall assume all of the Progressive Liability as of the Termination Time. Lessor shall indemnify and defend Lessee and hold Lessee harmless from and against any and all liability, costs and expenses (including reasonable attorneys’ fees) incurred by Lessee as a result of the breach of this Section by Lessor.
(d)	Closing Memorandum. Lessee shall prepare a closing memorandum in compliance with the requirements of the Gaming Authorities and shall submit such closing memorandum to the Gaming Authorities and Lessor prior to the Termination Time. Such memorandum shall be submitted to the Gaming Authorities within sufficient time to allow their review and approval prior to the Termination Time.
(e)	Reimbursement of Expenses. At the Termination Time, Lessor shall reimburse Lessee for a prorated amount of all expenditures made by Lessee during the Lease Term for liquor or gaming taxes that Lessor receive credit for after the Termination Time.

     13.2 Procedures. The parties acknowledge and agree that to most efficiently calculate certain amounts pursuant to this Article 13 certain counts and determinations may be made at shift end or other times which may or may not exactly coincide with the Termination Time. The parties shall cooperate with each other to develop a reasonable procedure for effectuating such counts and calculations, recognizing that the same may take time and may not most practicably be conducted exactly at the Termination Time. In any event, such procedure shall be consistent with the memorandum submitted to the Gaming Authorities pursuant to Section 13.1(f).

ARTICLE 14
SUBORDINATION

     14.1 Subordination; Attornment. This Lease is and shall be subject and subordinate in all respects to any mortgage or deed of trust granted by Lessor to such lender on or after the date of this Lease and Lessee shall execute and deliver to any such lender such documentation such lender may reasonably require to evidence the subordination of this Lease. Subject to Section 14.2 below, if the interests of Lessor under the Lease shall be transferred to any mortgagee or other purchaser or person taking title to the Hotel by reason of foreclosure of any mortgage or deed of trust, Lessee shall be bound to such successor Lessor under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if successor Lessor were the Lessor under the Lease, and Lessee shall attorn to and recognize as Lessee’s Lessor under this Lease such successor Lessor, as its Lessor, said attornment to be effective and self-operative without the execution of any further instruments upon successor Lessor’s succeeding to the interest of Lessor under the Lease.

     14.2 Gaming Matters Related to Successor Lessor. If at any time another party is designated to be a successor Lessor to Lessor’s duties, rights and obligations under the Lease, Lessor and Lessee shall inform the Gaming Authorities at least 30 days in advance of any such transfer to the successor Lessor. If the successor Lessor or any person associated in any way with the successor Lessor is (i) denied Gaming Approval with respect to the Hotel by the Gaming Authorities, (ii) is required by the Gaming Authorities to apply for Gaming Approval or provide information connected to any Gaming Authority’s investigation of the successor Lessor and does not apply or provide the requested information within any required time limit, as the same may be extended by such Gaming Authorities, or (iii) withdraws any application for Gaming Approval other than upon a determination by the applicable Gaming Authority that such Gaming Approval is not required for such successor Lessor to remain in place as a successor Lessor, Lessee shall not be bound to any successor Lessor and shall have the right to terminate the Lease as provided in Section 1.2 above.

ARTICLE 15
MISCELLANEOUS

     15.1 Governing Law. This Lease shall be construed in accordance with and governed by the laws of the State of Nevada.

     15.2 Severability. The unenforceability, invalidity or illegality of any provision hereof shall not affect the enforceability, validity or legality of any other provision hereof, and any such unenforceable, invalid or illegal provision shall be limited only to the extent necessary to conform to applicable law and so as most closely carry out the intent of the parties hereto as expressed herein.

     15.3 Construction. No provision of this Lease shall be construed in favor of or against either party hereto by reason of the extent to which such party or its counsel participated in the drafting hereof or by reason of the extent to which such provision or any other provision of this Lease is inconsistent with any prior draft hereof.

     15.4 Captions. The captions of the Articles and Sections of this Lease have been inserted for convenience only, and shall not be used in any way to modify, construe or otherwise affect this Lease. All references to Sections hereof include all subsections of such Sections.

     15.5 Notices. Any and all notices that either party hereto desires or is required to give to the other party pursuant to this Lease shall be in writing and delivered in person, sent by overnight courier (with confirmation of delivery) or sent by express, certified or priority U.S. mail postage prepaid (return receipt requested), addressed as follows:

If to Lessor:	CP Laughlin Realty, LLC 207 Grandview Drive Ft. Mitchell, KY 41017 Attn: Mr. Theodore R. Mitchel          Secretary / Treasurer
If to Lessee:	Columbia Properties Laughlin, LLC 207 Grandview Drive Ft. Mitchell, KY 41017 Attn: William J. Yung            President

or to such other person or place as either party hereto my designate in writing in the manner provided herein for giving notice. Each such notice so delivered, couriered or mailed shall be deemed delivered when personally delivered, as of the first business day after the date so sent by courier, or as of the third business day after the date so sent by mail, as the case may be.

     15.6 Successors in Interest. The provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Lease, express or implied, is intended to confer on any person or entity other than the parties

hereto and their respective successors and permitted assigns any right or remedy under or by reason of this Lease.

     15.7 No Merger. The voluntary or other surrender of this Lease by Lessee or actual termination or other cancellation thereof shall not work a merger, and shall, and Lessor’s sole option, either terminate any or all existing subleases or subtenancies, or operate as an assignment to Lessor of all rights of Lessee under or pursuant to such subleases or subtenancies.

     15.8 Attorneys’ Fees. In the event that any action, suit or proceeding is commenced under or in connection with this Lease or for the recovery of possession of the Hotel, including any insolvency or bankruptcy proceeding, the losing party shall pay to the prevailing party in any such action, suit or proceeding the reasonable attorneys’ fees incurred by the prevailing party in connection therewith, together with all costs and expenses of the prevailing party.

     15.9 Counterparts. This Lease may be entered into in more than one counterpart, each of which shall be deemed an original when executed, and which together shall constitute but one and the same Lease.

     15.10 Integration. This Lease contains all of the terms and conditions agreed upon by the parties hereto with respect to the subject matter hereof, and no representation, warranty or agreement not specifically made herein shall be deemed to exist or to bind any of the parties hereto with respect to the subject matter hereof.

     15.11 Amendments. This Lease may not be amended or supplemented except by a writing signed by the party or parties to be bound thereby.

     15.12 Cooperation. Lessor and Lessee shall each render the other, its full and complete cooperation in effectuating the provisions hereof. Without limiting the generality of the foregoing, Lessor shall fully cooperate with the Gaming Authorities so that Lessee may lawfully conduct gaming activities at the Casino, including, without limitation, provision of such information, books and records as may be requested by such authorities and compliance with all orders and requirements of such authorities.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

     IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first written above.

LESSEE:		LESSOR:
Columbia Properties Laughlin, LLC a Nevada limited liability company		CP Laughlin Realty, LLC a Delaware limited liability company
By:	/s/ William J. Yung	By:	/s/ Sheodore R. Mitchel
Its: President		Its: Columbia Sussex Corporation        Manager of CP Laughlin Realty, LLC
CINlibrary/1205259.3

EX-10.17(A)

Exhibit 10.17(a)

FIRST AMENDMENT
TO HOTEL LEASE

     This First Amendment to the Hotel lease (First Amendment) is entered into effective August 14, 2003 by and between CP Laughlin Realty, LLC, a Delaware limited liability company, as lessor (“Lessor”), and Columbia Properties Laughlin, LLC, a Nevada limited liability company, as Lessee (“Lessee”).

     WHEREAS, the Lessor and Lessee entered into a Hotel Lease dated August 12, 2003 (the “Lease”), and

     WHEREAS, the Lessor and Lessee hereto desire to amend the Lease in accordance with the terms of this First Amendment.

     NOW, THEREFORE, for and in consideration of the mutual promises, agreements, covenants, representations and warranties of the Lessor and Lessee contained herein and in the Lease, the receipt and sufficiency of which are hereby acknowledged, the Lessor and Lessee agree that the Lease is hereby amended as follows:

1.

Base Rent. Section 3.1 of the lease is hereby amended and restated as follows:

Lessee shall pay to Lessor a base rent (“Rent”) during the period from the Commencement Date through the earlier of one hundred eighty (180) days after the Commencement Date or the Transfer Date under the Call and Put Option Agreement dated                      (the “Parking Period”), between Primrose Acquisitions Inc. and Columbia Properties, Greensboro, Ltd., an amount equal to Lessor’s interest obligations under that certain Loan Agreement with Wells Fargo Bank dated                      and the Subordinate Promissory Note with Columbia Sussex Corporation dated                     , to be paid when and in the same increments as Lessor’s obligations arise. Thereafter, Lessee shall pay to Lessor a base rent (“Rent”), without deduction or offset, in arrears in equal consecutive monthly installments commencing thirty (30) days after Parking Period and continuing thereafter on the first day of each calendar month of the Lease Term in the amount described in the table below for each month of the Lease Term. If the Parking Period shall end or the Lease shall expire on a day other than the last day of a calendar month, the Rent for any such month shall be prorated on the basis of a thirty (30) day month. Rent shall be payable without notice or demand in lawful money of the United States to Lessor at the address stated herein for notices as set forth in Section 15.5 below or to such other address or such other persons as Lessor may designate to Lessee in writing.

1st through 12th month	$	125,000
13th through 24th month	$	350,000
25th through end of lease term	$	425,000

2.	Insurance. Section 3.4 of the lease is hereby amended to delete the second sentence of this section and insert the following sentence:
	“For purposes of this Section 3.4, the term insurance shall include the insurance coverages specified in Exhibit A attached hereto.
3.	Article 7 Insurance is hereby amended and restated as follows:

7.1	Liability Insurance. Lessee at its cost shall procure and maintain commercial general liability and umbrella insurance as specified in Exhibit A attached hereto insuring against any and all liability of Lessor, Lessee and their agents and employees arising out of and in connection with the use or occupancy of the Hotel. Both Lessor and Lessee shall be named as an additional insured, and the policies shall contain contractual liability endorsements insuring the liability under the indemnity covenants of this Lease.
7.2	Hotel Property Insurance. Lessee shall procure and maintain “all risk” property insurance as specified in Exhibit A attached hereto attached hereto. The proceeds of such insurance shall be used for the repair or replacement of the property so insured. The insurance policy shall be issued in the names of Lessee and Lessor as their interests appear, and shall provide that any proceeds shall be payable to Lessor to the extent the claim exceeds $250,000.
7.3	Other Insurance. Lessee at its cost shall procure and maintain other insurance as specified in Exhibit A attached hereton.

4.	Conflicting Provisions. In the event of any conflict between the terms of this First Amendment and any other provision of the Lease, the terms of this First Amendment shall be deemed to control.
5.	Agreement Unchanged. The Parties agree that except as set forth in this First Amendment, the Lease shall remain in full force and effect.

6. Counterparts. The Parties agree that this First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one document.

IN WITNESS WHEREOF, the Lessor and Lessee have caused this First Amendment to be executed and delivered by their duty authorized representatives as of the day and year first above written.

Lessee:		Lessor:
Columbia Properties Laughlin, LLC a Nevada limited liability company		CP Laughlin Realty, LLC a Delaware limited liability company
By:	/s/ William J. Yung	By:	/s/ Theodore R. Mitchel
Its: President		Its: Secretary/ Treasurer

EX-10.17(B)

10.17(b)

SECOND AMENDMENT
TO HOTEL LEASE

The Second Amendment to the Hotel lease (Second Amendment) is entered into effective November 22, 2006 by and between CP Laughlin Realty, LLC, a Delaware limited liability company, as lessor (“Lessor”), and Columbia Properties Laughlin, LLC, a Nevada limited liability company, as Lessee (“Lessee”).

WHEREAS, the Lessor and Lessee entered into a Hotel Lease dated August 12, 2003 (the “Lease”), and amended August 14, 2003 (First Amendment), and

WHEREAS, the Lessor and Lessee hereto desire to provide for terms in which the lease term can be extended in accordance with the terms of this First Addendum,

NOW, THEREFORE, for and in consideration of the mutual promises, agreements, covenants, representations and warranties of the Lessor and Lessee contained herein and in the Lease, the receipt and sufficiency of which are herby acknowledged, the Lessor and Lessee agree that the Lease Term is hereby amended as follows:

1. The parties hereby extend the term of the Lease until September 30, 2018. The Base Rent for the extended Lease term will be the Base Rent for the 25^th though the 60^th month of $425,000 as stated in Section 3.1 of the Lease

IN WITNESS WHEROF, the Lessor and Lessee have caused this First Amendment to be executed and delivered by their duly authorized representatives as of the day and year first above written.

Lessee:			Lessor:
Columbia Properties Laughlin, LLC A Nevada limited liability company			CP Laughlin Realty, LLC a Delaware limited liability company
By:	/s/ WILLIAM J. YUNG		By:	/s/ THEODORE R. MITCHEL
	Its:	President		Its:	THEODORE R. MICHEL
					SECRETARY TREASURER

EX-10.18

EXHIBIT 10.18

EVANSVILLE

RIVERBOAT LANDING

LEASE

TABLE OF CONTENTS

		Page
ARTICLE I.	LEASE OF THE PREMISES		2
Section 1.01	The Demise		2
Section 1.02	Landlord’s Title		2
Section 1.03	Easements and Vacations		3
Section 1.04	City’s Representations		4
Section 1.05	Quiet Enjoyment; City Default		4
ARTICLE II.	THE DEMISED TERM		4
Section 2.01	The Preliminary Term		4
Section 2.02	The Original Term		5
Section 2.03	The Extended Term(s)		5
Section 2.04	Exercise or Option to Extend		5
Section 2.05	The Demised Term		5
Section 2.06	Use of Leased Premises		6
ARTICLE III.	CONDITION OF THE LEASED PREMISES		6
Section 3.01	Inspections		6
ARTICLE IV.	RENT		6
Section 4.01	Rent Schedule		6
Section 4.02	Use of Term “Lease Year”		6
Section 4.03	Maintenance of Records		7
Section 4.04	Annual Sales Statements		7
Section 4.05	Audit of Annual Statements		7
Section 4.06	Annual Financial Reports		8
Section 4.07	Non-Confidentiality of Statements and Audits		8
Section 4.08	Relationship of Parties		8
Section 4.09	Definition of Rental		8
Section 4.10	Place of Payment		8
ARTICLE V.	IMPOSITIONS		9
Section 5.01	Obligation of Payment		9
Section 5.02	Limitations and Forms of Taxation		9
Section 5.03	Installment Payments		10
Section 5.04	Proration and Adjustment		10
Section 5.05	Contests		10
Section 5.06	Taxation of City Property		10
Section 5.07	Personal Property Taxes		10
Section 5.08	No Tax Abatement		10

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		Page
ARTICLE VI.	CONSTRUCTION OF IMPROVEMENTS		11
Section 6.01	Mechanic’s Liens		11
ARTICLE VII.	UTILITIES AND SERVICES		12
Section 7.01	Use Charges		12
Section 7.02	Suppliers of Utility Services		12
ARTICLE VIII.	CASUALTY INSURANCE		12
Section 8.01	Required Coverage		12
Section 8.02	Approved Insurors		12
Section 8.03	Use of Proceeds		13
Section 8.04	Policies		13
Section 8.05	Collection of Proceeds		13
Section 8.06	Renewal Policies		14
Section 8.07	Special Provision		14
Section 8.08	Compliance with Insurance Requirements		14
Section 8.09	Mortgage Terms		14
Section 8.10	Change of Insurance Trustee		15
Section 8.11	Rights Upon Termination		15
Section 8.12	Blanket Insurance Policies		15
ARTICLE IX.	INDEMNITY AND LIABILITY INSURANCE		15
Section 9.01	General Indemnity		15
Section 9.02	Liability Insurance		16
Section 9.03	No Separate Insurance		16
Section 9.04	Other Hazards		17
Section 9.05	Adjustments in Amounts of Liability Insurance		17
ARTICLE X.	REPAIR OF CASUALTY DAMAGE		17
Section 10.01	Tenant’s Responsibility		17
Section 10.02	Conditions of Restoration		17
Section 10.03	Disbursement of Insurance Proceeds		17
Section 10.04	Extension		18
Section 10.05	Prompt Performance of Work		18
Section 10.06	Minor Damage		19
Section 10.07	No Termination of Lease		19
ARTICLE XI.	GENERAL MAINTENANCE AND REPAIRS		19
Section 11.01	Tenant’s Responsibility		19

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		Page
ARTICLE XII.	ALTERATIONS		20
Section 12.01	Rights of Tenant		20
Section 12.02	Character of Change		20
Section 12.03	Extent of Change or Alteration		20
Section 12.04	Compliance With Laws, Etc.		20
Section 12.05	Insurance Coverages		20
Section 12.06	Ownership of Improvements		21
ARTICLE XIII.	ASSIGNMENT AND SUBLETTING		21
Section 13.01	Right to Assign and Sublet		21
Section 13.02	Notification to City		22
Section 13.03	Mortgages of Tenant’s Interest		22
Section 13.04	Notices to Leasehold Mortgagees		22
Section 13.05	Qualified Mortgagees’ Right to Cure		22
Section 13.06	Mortgagees’ Rights to New Lease		23
Section 13.07	Qualified Mortgagee - Release		24
Section 13.08	Possession		24
Section 13.09	Insurance Proceeds		24
Section 13.10	Survival of Provisions		25
Section 13.11	Rights on Termination		25
Section 13.12	Limitation of Mortgagee Liability		25
Section 13.13	No Assumption, Surrender or Modification		25
Section 13.14	Further Assurances		25
Section 13.15	Permitted Subleasing, Licensing and Concessions		25
ARTICLE XIV.	EMINENT DOMAIN		26
Section 14.01	Total Taking		26
Section 14.02	Award for Total Taking		26
Section 14.03	Partial Taking		27
Section 14.04	Restoration after Condemnation		27
Section 14.05	Extension		27
Section 14.06	Effect of Partial Taking		28
ARTICLE XV.	COMPLIANCE WITH LAW		28
Section 15.01	Tenant’s Responsibility		28
Section 15.02	Hazardous Material		28
Section 15.03	Contests		30
ARTICLE XVI.	DEFAULTS AND REMEDIES		30
Section 16.01	Events of Default		30
Section 16.02	Cessation of Operation		31
Section 16.03	Rights on Termination		31
Section 16.04	Waiver of Notice		32
Section 16.05	Right to Enjoin		32
Section 16.06	Non-Waiver		32

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		Page
ARTICLE XVII.	CHARACTER OF LEASE		32
Section 17.01	Net Lease		32
ARTICLE XVIII.	NOTICES		33
Section 18.01	Manner of Giving		33
Section 18.02	Time of Giving		34
ARTICLE XIX.	SURRENDER OF POSSESSION		34
Section 19.01	Surrender in Good Condition		34
Section 19.02	Holding Over		34
ARTICLE XX.	CERTIFICATES BY CITY AND TENANT		34
Section 20.01	Tenant’s Certificates		34
Section 20.02	City’s Certificates		35
ARTICLE XXI.	MISCELLANEOUS PROVISIONS		35
Section 21.01	Remedies Cumulative - Non-Waiver		35
Section 21.02	Governing Law		36
Section 21.03	Time of the Essence		36
Section 21.04	Force Majeure		36
Section 21.05	Severability		37
Section 21.06	Consents and Approvals		37
Section 21.07	Captions		37
Section 21.08	Interpretation		37
Section 21.09	Guaranty		37
Section 21.10	Written Integration		37
Attachments:
Schedule A	Legal Description of Project Area (the “Land”)		39
Schedule 4.01	Rent Schedule		41
	Guaranty of Lease		43

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LEASE

     THIS LEASE, made and entered into as of the 2^nd day of May, 1995, by and between the CITY OF EVANSVILLE, INDIANA (“City”), acting by and through the Redevelopment Commission of the City of Evansville, organized and operating under IC 36-7-14 (“Commission”) and AZTAR INDIANA GAMING CORPORATION, an Indiana corporation (“Tenant”,

WITNESSETH THAT:

     WHEREAS, in furtherance of the objectives of the Act, the Commission has undertaken and is carrying out a program for the redevelopment of slum and blighted areas in the City of Evansville; and

     WHEREAS, in connection with the aforesaid redevelopment program, the Commission has undertaken and is carrying out in an area (hereinafter referred to as the “Project Area”) as described on Schedule A attached hereto, of the City of Evansville a redevelopment project (hereinafter referred to as the “Project”) designated and referred to as the Project by the adoption of a Declaratory Resolution on the 27th day of February, 1984 and of the Downtown Redevelopment Area Plan, as amended on September 20,1994; and

     WHEREAS, the lease of the Project Area was authorized by the Commission by a Resolution approved on March 14, 1995, and was advertised for bid on March 16 & March 23,1995 by the Commission; and

     WHEREAS, Tenant submitted a bid for the lease of the Project Area in connection with a proposal for the establishment of a riverboat gaming business to be conducted pursuant to the Indiana Riverboat Gambling Law of 1993 and the applicable regulations promulgated
thereunder (the “Gambling Law”), which proposals included not only the leasing and redevelopment of the Project Area, but also the development of a hotel and other facilities on an ancillary site containing approximately 3.34 acres consisting of parts of two (2) city clocks bounded by First, Clark, Second and Ingle Streets (the “Ancillary Site”) and the operation of a riverboat gambling vessel (“Riverboat”) to be docked at the Leased Premises; and

     WHEREAS, the proposal by Tenant and AZTAR CORPORATION (“Guarantor”) for such lease and other development and operation was reduced to an agreement between the City, the Commission and the Park and Recreation District of the City and Tenant and Guarantor, under the date of June 29,1994 entitled, and hereinafter referred to as, the “Project Agreement,” which is by this reference thereto incorporated herein as if contained herein:

     NOW, THEREFORE, City (acting by and through the Commission) and Tenant enter into this Lease.

ARTICLE I.

LEASE OF THE PREMISES

     Section 1.01. The Demise. City, for and in consideration of the rents, covenants and agreements hereinafter reserved, on the part of Tenant, its successors and assigns, to be observed and performed, has leased and demised, and by these presents does lease and demise unto Tenant, and Tenant, does hereby take and hire upon and subject to the conditions and limitations hereinafter expressed, the real estate described on Schedule A (the “Land”, which includes such portions of the Ohio River as therein described), together with any buildings and other improvements that may from time to time be erected or located thereon; said Land, buildings and other improvements being referred to hereinafter as the “Leased Premises”.

     TOGETHER with all riparian rights, easements and other appurtenances thereunto belonging, to have and to hold the same, subject as aforesaid, unto Tenant, and, subject to the terms, covenants, agreements, provisions, conditions and limitations hereof, its successors and assigns, for an original term together with the options to extend the term as described in Article.

     Section 1.02. Landlord’s Title. City represents and warrants that it is (or will be, at the effective date of this Lease) the fee simple owner of the Leased Premises free and clear of any and all encumbrances, except the following:

     (a) Current taxes and assessments (if any) not delinquent as of the effective date of this Lease;

     (b) Covenants, conditions, restrictions, reservations, agreements, easements and any rights of way of record as of the effective date of this Lease provided that such covenants, conditions, restrictions, reservations, agreements, easements and any rights of way do not unreasonably impair Tenant’s intended development and use of the Leased Premises;

     (c) Boundary line disputes, overlaps, encroachments, easements and possessory interests which would be disclosed by an accurate survey or inspection of the Leased Premises;

     (d) Zoning ordinances and other governmental restrictions affecting the use of the Leased Premises provided that such ordinances and restrictions do not unreasonably impair Tenant’s intended development and use of the Leased Premises;

     (e) Drainage tiles, ditches, and waterways, and the rights of adjoining and downstream owners to the use and uninterrupted flow of any waterway which may cross the Land;

     (f) Public streets, rights-of-way and highways existing as of the date hereof;

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     (g) All municipal city, county, and state laws and ordinances, regulations and restrictions applicable to and enforceable against the Leased Premises provided that such laws, ordinances, regulations and restrictions do not unreasonably impair Tenant’s intended development and use of the Leased Premises;

     (h) The rights of the United States of American, the State of Indiana and the public generally relative to navigable waters, public easements between natural high and low water lines, and other uses of the Ohio River; and

     (i) Terms and provisions of the redevelopment project as included in the Declaratory Resolution adopted by the Evansville Redevelopment Commission on the 27th day of February, 1984 and of the Downtown Redevelopment Area Plan, as amended on September 20, 1994.

     The Leased Premises shall include all riparian rights and rights of access in and to the Ohio River that are appurtenant to the Land and City agrees to execute any easement or other document reasonably required to further evidence the inclusion within the Leased Premises of such riparian rights and rights of access in and to the Ohio River.

     Tenant shall, at its expense, obtain a leasehold owner’s policy of title insurance (ALTA Leasehold Owners Policy-1992 or equivalent) issued by Chicago Title Insurance Company or another reputable title insurance company selected by Tenant (“Title Company”), insuring Tenant’s leasehold interest and showing marketable fee simple title in the name of the Landlord, subject only to the exceptions stated above or otherwise permitted by this Section 1.02 of this Lease (“Permitted Exceptions”), and deleting the standard or pre-printed exceptions not permitted under this Section 1.02, no later than the expiration of the Preliminary Term. Such policy may also insure (and be subject to) a Qualified Mortgagee as defined in Section 13.03 of this Lease. If the title insurance commitment issued prior to obtaining the foregoing policy discloses any exceptions to title (whether listed as “exceptions” or “requirements”) other than the foregoing Permitted Exceptions, City shall use commercially reasonable efforts to correct such exceptions or obtain title insurance satisfactory to Tenant against such exceptions prior to the expiration of the Preliminary Term, and the expiration of the Preliminary Term may be extended up to ninety (90) days for such purpose. If City is unable to correct such exceptions Tenant may, by written notice, waive such exceptions (which will thereby become Permitted Exceptions) and accept such title as City has or may cancel and terminate this Lease, in which latter event this Lease shall terminate and Tenant shall restore the Land to the condition existing on the date hereof if so directed by the City. City shall execute and deliver to Tenant a Lessor’s Affidavit in form reasonably acceptable to the Title Company and Tenant, making such representations regarding authority, possession, ownership, absence of mechanics liens or claims, and the like as are necessary to cause the Title Company to delete any exceptions that are not Permitted Exceptions. Tenant shall be entitled to obtain such endorsements as it or its Qualified Mortgagee shall request.

     Section 1.03. Easements and Vacations. Tenant shall have the right to enter into any reasonable agreements with utility companies, the State of Indiana, the City and its agencies and departments (and others as may be appropriate upon prior consent of the City), either granting

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or vacating adjacent sidewalks, rights-of-way and air rights, or creating easements in favor of such entities as may in Tenant’s reasonable judgment be appropriate in order to facilitate the construction, use or operation of the Leased Premises as intended by this Lease, and City (in its capacity as owner of the fee interest in the Leased Premises), without cost to City, shall execute any and all documents, agreements and instruments, and take all other appropriate actions, necessary in order to effectuate the same.

     Section 1.04. City’s Representations. City represents and warrants that:.

     (a) City is a municipal corporation under the laws under the State of Indiana;

     (b) The execution, delivery and performance by City of this Lease and the documents referred to herein are within the power of the City, have been authorized by all necessary action and do not contravene any provision of the laws, rules and regulations of the State of Indiana, its political subdivisions, and the United States, and all legal prerequisites for the execution and delivery of this Lease have been satisfied;

     (c) This Lease and the documents and instruments referred to herein have been duly executed and delivered by City; and

     (d) This Lease and the documents and instruments referred to herein constitute the valid and binding obligations of City.

     Section 1.05. Quiet Enjoyment; City Default. Upon paying the Rental, Impositions and other charges to be paid by Tenant as herein provided, and observing and performing the covenants, agreements and conditions of this Lease on its part to be kept and performed, subject to the Permitted Exceptions, Tenant shall quietly have and enjoy Leased Premises during the Preliminary Term, the Original Term and any Extended Terms, without hindrance, interference, or molestation of any sort. Upon default by City in any covenant, agreement or condition of this Lease on its part to be kept, Tenant shall, after thirty (30) days’ written notice to City (or such shorter notice, if any, as may be reasonable in the case of an emergency), Tenant shall be entitled to pursue any and all remedies available to it at law or in equity, including, without limitation, the right of specific performance of City’s obligations under this Lease, and including the right, at Tenant’s discretion and election, to terminate and cancel this Lease in the event of the interruption of Tenant’s possession and quiet enjoyment. Upon any such termination and cancellation, Tenant shall surrender the Leased Premises and shall have no further obligation to pay Rental hereunder from and after the date of such termination and cancellation.

ARTICLE II.

THE DEMISED TERM

     Section 2.01. The Preliminary Term. The “Preliminary Term” of this Lease shall commence on the date of execution of this Lease and shall terminate on the date when its license

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to conduct riverboat gaming operations (the “License”) is issued to Tenant pursuant to the Gambling Law. During the Preliminary Term, Tenant shall be entitled to rent-free occupancy of the Land for the purpose of preparing the same (including without limitation excavation, grading, leveling and other site work) for the construction of the improvements necessary for the use of the Land as a site for docking, loading and unloading the Riverboat. If for any reason whatsoever Tenant fails to receive the License on or before November 24, 1995. Tenant shall restore the Land to the condition existing on the date hereof if so directed by the City. All provisions of this Lease other than the payment of rent shall be applicable during the Preliminary Term.

     Section 2.02. The Original Term. The initial operating term of this Lease shall be for a period of approximately ten (10) years, commencing on the date of issuance of the License and ending on the last day of the 120th month thereafter which term shall be referred to hereinafter as the “Original Term”.

     Section 2.03. The Extended Term(s). If Tenant shall comply with each of the terms, provisions and conditions of this Lease so that at the end of the Original Term there is no uncured Event of Default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional term of five (5) years. If Tenant shall comply with each of the terms, provisions and conditions of this Lease so that at the end of the first extended term there is no uncured Event of Default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional extended term of five (5) years. If Tenant shall comply with each of the terms, provisions and commitments of this Lease so that at the end of the second extended term there is no uncured event of default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional and final term of five (5) years. Such extended term or terms may be referred to hereinafter as the “Extended Term” or the “Extended Terms”.

     Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices at least one (1) year prior to the expiration of the Original Term or prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an option to extend the term at least one (1) year prior to the expiration of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.

     Section 2.05. The Demised Term. The Preliminary Term and the Original Term, together with any Extended Term or Terms, the option for which is exercised, may be collectively referred to hereinafter as the “Demised Term”.

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     Section 2.06. Use of Leased Premises. Tenant will use the Leased Premises solely for the purpose of developing and operating a riverside docking and access site and related facilities for the operation of the Riverboat pursuant to a license to conduct a riverboat gaming operation in Vanderburgh County, Indiana issued to Tenant by the Indiana Gaming Commission in accordance with the Gambling Law, all as set forth in the Project Agreement. Tenant shall use the Leased Premises in the manner described in the Project Agreement and as further set forth herein. Tenant shall perform each and all of the obligations of the “Developer” as set forth in the Project Agreement within the time limits for such performance as set forth therein. To the extent not already completely performed or rendered moot as of the date hereof, City shall observe, and where appropriate perform, each and all of the obligations of the “Local Government” as set forth in the Project Agreement. Although all of the terms, conditions and provisions of the Project Agreement are incorporated herein by this and other references thereto in this Lease, the terms thereof shall not be deemed merged herein, but shall survive the execution of this Lease and continue in full force and effect to the extent that the same are not inconsistent with the terms of this Lease.

ARTICLE III.

CONDITION OF THE LEASED PREMISES

     Section 3.01. Inspections. Tenant has heretofore caused the Leased Premises to be thoroughly investigated and inspected with respect to its environmental condition and the suitability of the Leased Premises for construction and development of the Project, including inspections and testing of subsurface and soil conditions (and including similar investigation of the Ancillary Site). Tenant has determined that the Leased Premises and the Ancillary Site are free from any “Hazardous Material” as hereinafter defined and do not include any regulated wetlands or habitats for endangered or other protected species or archaeologically significant areas. Tenant has determined that the Land (and the Ancillary Site), including subsurface soils, is suitable and will continue to be suitable for construction, support, operation and maintenance of the Project and all of its improvements and meets all governmental standards for the construction, operation and maintenance of the Project. Tenant hereby accepts delivery of possession of the Leased Premises in their present condition.

ARTICLE IV.

RENT

     Section 4.01. Rent Schedule. Tenant hereby agrees to pay to City a percentage of the Adjusted Gross Receipts (“AGR”) as defined in the Gambling Law (the “Percentage Rent”), but not less than the guaranteed minimum annual rental, for each year of the Demised Term as set forth in Schedule 4.01 attached hereto (the “Rent Schedule”).

     Section 4.02. Use of Term “Lease Year”. Except as otherwise expressly provided hereinafter, the use of the term “Year” or “Lease Year” in this Lease shall refer to a period

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commencing July 1 and terminating as of the end of the last day of June of the succeeding year, the first complete such Year or Lease Year to commence July 1, 1995, and to terminate as of the end of June, 1996. In the case of partial Lease Years that may exist if this Lease is terminated at a date other than its normal expiration date, or if Tenant should commence riverboat gaming operations prior to July 1, 1995, the Adjusted Gross Receipts bases against which Percentage Rent is to be paid shall be reduced proportionate to the duration of the partial Lease Year in relation to a full Lease Year on a per diem basis.

     Section 4.03. Maintenance of Records. Tenant shall keep at a location in Evansville, Indiana, a permanent, accurate set of books and records of all Adjusted Gross Receipts (as defined in the Gambling Law) from its operations conducted at or from the Leased Premises and the Riverboat operations during the Demised Term. Such pertinent records shall include, without thereby being limited to, all records reflecting total Gross Receipts received by Tenant from the operation of the Riverboat and all proper deductions therefrom. Such records shall include a copy of all state wagering tax returns and all other similar tax returns and all portions of, and schedules to, all federal and state income tax returns, gross income tax returns, and adjusted gross income tax returns pertinent to the determination of Adjusted Gross Receipts that Tenant or any sublessees, licensees, concessionaires or other operators of the Riverboat whose receipts constitute AGR may have filed. All such pertinent records will be maintained for a period of at least three (3) years after the expiration of each Lease Year and, upon three (3) days’ prior written notice to Tenant by City, shall be made available to City and its agents or auditors at any time during said period during ordinary business hours for examination and review.

     Section 4.04. Annual Sales Statements. On or before ninety (90) days after the expiration of Tenant’s fiscal year, Tenant shall deliver to City, at the place where rent is payable, a complete statement, duly certified by a reputable firm of independent Certified Public Accountants approved by City, showing in reasonable detail the amount of Adjusted Gross Receipts derived from the operation of the Riverboat during the preceding Lease Year. At the same time as such statement is delivered to City, Tenant shall pay to City any Percentage Rent that such statement shows to be due in excess of all rents theretofore paid for the Lease Year, or City shall credit Tenant against the next rental payable hereunder if such report shall show that the rental for the Lease Year was overpaid. Such annual statement shall be delivered to City even if such statement shows that there is no additional Percentage Rent due City. City shall not refuse to approve any firm of Certified Public Accountants without reasonable cause.

     Section 4.05. Audit of Annual Statements. In the event that City is not satisfied with the statement submitted by Tenant pursuant to Section 4.04, City shall have the right to make a special audit, by a reputable firm of independent Certified Public Accountants selected by City, of the books and records hereinbefore required to be made and preserved by Tenant. If (after consultation by City’s auditors with Tenant’s accountants) such audit shall show a deficiency in reported Adjusted Gross Receipts for the period covered in excess of Fifty Thousand Dollars ($50,000.00), Tenant shall reimburse City for all costs incurred in connection with such audit. If such audit shall show any deficiency in the amount of payment of Percentage Rent by Tenant

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to City, the amount of such deficiency in Percentage Rent shall be payable to City within ten (10) days after the date of completion of such audit. If such audit should show that Percentage Rent for the period was overpaid, Tenant may credit the amount of such overpayment against the next installment(s) of Rental.

     Section 4.06. Additional Financial Reports. In addition to the annual sales statement to be provided by Tenant pursuant to Section 4.04, within thirty (30) days after the end of each calendar quarter, Tenant shall deliver to City the following financial information, certified by the chief executive officer or the chief financial officer of Tenant with respect to the Project:

• number of patrons (whether or not admission is paid)

• statistics on distance travelled by patrons

• number of employees at the end of each quarter

• statistics on each goal outlined in Exhibit 6 to the Project Agreement

• total capital investment to date

• average wages paid overall, at supervisor/manager level and at director/vice president level

• fringe benefits as a percentage of wages paid, including a list of such benefits

• number of employees that reside in 4th and 6th wards of the City, including job classification data

• number of internal promotions

• amount spent with local suppliers on construction and total dollars spent

• amount spent with local suppliers on operations/vending and total dollars spent

• total quarterly marketing expenses

     Section 4.07. Non-Confidentiality of Statements and Audits. Tenant recognizes that City is a public agency and, therefore, cannot agree to hold in confidence all sales figures and other information obtained from Tenant or by an inspection and audit of Tenant’s books and records.

     Section 4.08. Relationship of Parties. Neither the provisions herein set forth for the computation of Percentage Rent, nor any one or more agreements herein contained, is intended, nor shall the same be deemed or construed, to create a partnership between City and Tenant, to make them joint venturers, nor to make City in any way responsible for the debts or losses of Tenant.

     Section 4.09. Definition of Rental. The term “Rental” as used in this Lease shall be deemed to refer to and include both Minimum Guaranteed Rent and Percentage Rent as well as any required payment designated as additional rent or rental.

     Section 4.10. Place of Payment. All Rental reserved herein shall be payable to City of Evansville Redevelopment Commission in care of the City Controller, City of Evansville, 300

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Civic Center Complex, N.W. Martin Luther King, Jr. Boulevard, Evansville, Indiana 47708. City reserves the right to change the method and place of payment of Rental by notice given to Tenant in the manner hereinafter provided.

ARTICLE V.

IMPOSITIONS

     Section 5.01. Obligation of Payment. Tenant covenants and agrees to pay (except as provided in Section 5.02 hereof) all real estate taxes, assessments and other governmental charges, general and special, including assessments or public improvements or benefits, which shall during the Demised Term be laid, assessed, levied or imposed upon or become due and payable or a lien upon the Leased Premises or any part thereof, and any and all levies, taxes or other charges imposed upon the Leased Premises or the Rental payable hereunder or otherwise which are imposed as a substitute for general property taxes or are specially designated to produce funds for general property tax relief, whether imposed in the form of a tax or imposition upon City or Tenant, all of which taxes, assessments, levies and other governmental charges shall hereinafter be referred to as “Impositions”.

     Section 5.02. Limitations and Forms of Taxation. Nothing in this Lease contained shall require Tenant to pay any income or excess profits taxes assessed against City, or municipal, state or federal capital levy, estate, succession, inheritance or transfer taxes of City or any successor owner of the fee of the Leased Premises, or corporation franchise taxes imposed upon any corporate owner of the fee of the Leased Premises; provided, however, that,

     (a) if at any time during the term of this Lease, the methods or scope of taxation prevailing at the commencement of the term hereof shall be altered or enlarged so as to cause the whole or any part of the taxes, assessments, levies, charges, or any other Imposition now or hereafter levied, assessed or imposed on real estate and the improvements thereon to be levied, assessed and imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom, or

     (b) if by reason of any such alteration or enlargement of the methods or scope of taxation, any tax, corporation franchise tax, assessment, levy (including but not limited to any municipal, state or federal levy), charge or any other Imposition, or any part thereof, shall be measured by or based in whole or in part, upon the Leased Premises, or the value thereof, and shall be imposed upon City,

then all such taxes, assessments, levies, charges or other Impositions, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof, to the extent that the same would be payable if the Leased Premises were the only property of City subject thereto, and Tenant shall pay and discharge the same as herein provided in respect of the payment of any other Imposition.

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     Section 5.03. Installment Payments. If, by law, any such Imposition is payable, or may at the option of the taxpayer be paid, in installments (whether or not interest shall accrue on the unpaid balance of any such Imposition paid in installments), Tenant may pay the same together with any accrued interest on the unpaid balance of such Imposition in installments as the same become due.

     Section 5.04. Proration and Adjustment. Any Imposition relating to a fiscal period of the taxing authority, a part of which period is included within the Demised Term and a part of which is included in a period of time before or after the Demised Term, shall be adjusted as between City and Tenant so that City shall pay that proportion of any such Imposition which relates to any part of the fiscal period for which such Imposition is made that is included in the period of time either before or after the Demised Term, and Tenant shall pay that portion of any such Imposition which relates to that part of the fiscal period within the Demised Term, whether payment of such Imposition is required during the Demised Term or thereafter.

     Section 5.05. Contests. Tenant shall have the right to contest the amount or validity of any Imposition imposed or sought to be imposed upon the Leased Premises or Tenant’s leasehold estate therein by appropriate legal proceedings, but this shall not be deemed or construed in any way as relieving Tenant of its covenant to pay any such Imposition. City will join in any such proceeding to the extent necessary to permit Tenant to properly prosecute the same, provided, however, that City shall not be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings brought by Tenant, and Tenant shall indemnify and hold City harmless from any such costs or expenses. In the event of any such proceeding by Tenant to challenge the amount or validity of any such Imposition, Tenant shall either pay the Imposition and prosecute the proceedings for the purpose of obtaining a refund of such Imposition or a portion thereof, or Tenant shall provide City either with a bond, collateral or a personal guarantee of a responsible party approved by City sufficient to cover all costs and expenses incurred or to be incurred in connection with such proceedings and to assure the full payment of such Imposition and any penalties, interest or delinquency charges that may be imposed thereon in the event that the proceedings instituted by Tenant are concluded unsuccessfully.

     Section 5.06. Taxation of City Property. Tenant acknowledges that the leasehold estate of Tenant in the Leased Premises is taxable as the property of Tenant as real estate under the terms of IC 6-1.1-10-37. Tenant agrees not to apply for exemption of Tenant’s leasehold interest in the Leased Premises from taxation on the basis of City’s fee simple ownership of the Leased Premises.

     Section 5.07. Personal Property Taxes. During the entire Demised Term, Tenant shall pay all property taxes due and payable upon its personal property located in, on or about the Leased Premises and in, or about, the Riverboat and the Ancillary Site.

     Section 5.08. No Tax Abatement. Tenant agrees not to apply for any abatement of real property or personal property taxes on the Leased Premises, the Ancillary Site, the Riverboat

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or any improvements, fixtures, equipment or other personal property located thereon or used in connection therewith.

ARTICLE VI.

CONSTRUCTION OF IMPROVEMENTS

     Section 6.01. Mechanics’ Liens. Tenant shall pay all sums justly due to the contractors, sub-contractors, materialmen, laborers, engineers, architects or other persons, firms or corporations rendering services or furnishing material for the construction of improvements on the Leased Premises. Tenant shall not suffer or permit any mechanic’s lien to be filed against the Leased Premises or any part thereof or interest therein by reason of any work, labor, services or materials supplied to Tenant or anyone holding the Leased Premises or any part thereof through or under Tenant. If any mechanic’s lien or claim or notice thereof shall at any time be filed against the Leased Premises, Tenant shall cause the same to be discharged of record within thirty (30) days after the date of Tenant’s first knowledge of the filing of same. In the event that Tenant believes that it has a valid defense to any such claim of lien which it desires to assert, Tenant may make such defense upon delivery to City of an undertaking sufficient to indemnify City against any losses, costs, expenses or damages in connection therewith with such collateral as City may approve. If Tenant shall fail to discharge and cause the release of such mechanic’s lien within such period, or to provide satisfactory indemnification to City, then, in addition to any other right or remedy of City, City may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court, or by giving security in such other manner as is, or may be, prescribed by law. Any amount paid by City for any of the aforesaid purposes, together with all legal fees and other expenses of City, including the cost of employment of special counsel to defend against any such claim, or otherwise incurred by City in procuring the discharge of such claimed lien, with all necessary disbursements in connection therewith, together with interest thereon at a rate that is four hundred (400) basis points higher than the rate of “prime interest” during the period of the default as published in The Wall Street Journal, (the “Default Rate”) from the date of payment to the date of reimbursement, shall be repaid by Tenant to City upon demand, and if unpaid may be treated as additional rent. Nothing herein contained shall be treated as consent or agreement on the part of City to subject City’s fee simple title in and to the Leased Premises to any liability for claims of contractors, subcontractors, materialmen, laborers, engineers, architects or other persons, firms or corporations rendering services or furnishing materials for any improvements located upon and forming a part of the Leased Premises or for any repair, maintenance, restoration, change or alteration of any such improvements.

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ARTICLE VII.

UTILITIES AND SERVICES

     Section 7.01. Use Charges. Tenant shall pay all charges for steam, water, gas, telephone, electricity, sewer service and other utility and communications services rendered or used on or about the Leased Premises and all charges for refuse or garbage collection and disposal made in respect of the Leased Premises and the Riverboat and the Ancillary Site and shall indemnify and hold City harmless from any charges, claims, costs or expenses in connection with any such services.

     Section 7.02. Suppliers of Utility Services. The obligations of Tenant under the terms of this Article VII shall not be affected, limited or reduced by reason of the fact that any of the utility and communications services or other services referred to herein may at any time be provided by the City of Evansville, or any agency or public trust controlled, operated or otherwise associated with the City of Evansville, or by any other governmental agency. To the extent City regularly supplies any such utility services or commodities (e.g., water or sewer services) in the geographical area where the Leased Premises are situated, City shall make such services or commodities available to Tenant. City shall charge Tenant for such services or commodities as may be provided by City only such fees as City charges similar users of such services or commodities under similar conditions.

ARTICLE VIII.

CASUALTY INSURANCE

     Section 8.01. Required Coverage. Tenant shall, during the entire Demised Term, at Tenant’s own cost and expense, keep the buildings and any other improvements at any time located upon the Land forming a part of the Leased Premises, including all equipment in or appurtenant to the Leased Premises essential to the operation and maintenance of the buildings (as distinguished from equipment for operation of the business conducted therein) and all alterations, changes, additions or improvements thereto, insured for the mutual benefit of City and Tenant against loss or damage by fire (with all-risk extended coverage) and, on demand of City, such other insurance then procurable on commercially reasonable terms as City reasonably may deem necessary for the protection of its interest in the Leased Premises and shall demand of Tenant, in an amount equal to the full replacement value thereof with deductible provisions if desired of not more than Two Hundred Fifty Thousand Dollars ($250,000).

     Section 8.02. Approved Insurors. All such policies shall be taken in such companies which are authorized to do business in the State of Indiana having an A.M. Bests Rating of “A” or better with a financial size rating of “XII” or higher or, if such company is not rated by A.M. Bests, then having a substantially similar or better rating by another reputable rating company, as Tenant shall select or such other companies as City shall approve, and such insurance shall be in a form satisfactory to City.

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     Section 8.03. Use of Proceeds. The proceeds of any and all policies of insurance upon the Leased Premises at any time issued under this Article VIII shall be used as a trust fund toward the repair, reconstruction, building or rebuilding of such buildings or improvements and, to that end, all such policies of insurance shall provide that loss, if any, shall be paid to a national bank having its principal office in the City of Evansville, Indiana, designated by Tenant as trustee of said insurance (hereinafter referred to as the “Insurance Trustee”) which is hereby made trustee for the parties hereto and the holder of any Qualified Mortgage (as defined in Section 13.03) of Tenant’s leasehold interest in the Leased Premises for that purpose, and said Insurance Trustee is hereby given an insurable interest in the Leased Premises to that extent. It is mutually agreed that all insurance monies collected upon any policies covering any buildings or improvements at any time located upon the Leased Premises shall be paid over to the Insurance Trustee and shall be held by it and applied as hereinafter provided. Further, Tenant shall deposit with the Insurance Trustee an amount equal to the deductible portion of such loss, which deposit shall thereafter be considered a part of the insurance proceeds. If the Demised Term should expire prior to completion of such repair or restoration, all such proceeds shall be paid over to City free of any claims thereto of Tenant or any mortgagee of Tenant’s leasehold interest.

     Section 8.04. Policies. All such policies of insurance shall be made out in the name of City, Tenant, and any Qualified Mortgagee, as their interests may appear, and shall provide that the loss thereunder shall be payable to the Insurance Trustee. Duplicate copies of the policies, certified by the insurer to be true and complete, shall be delivered to the Insurance Trustee and be held by it as additional security for Tenant’s covenants and agreements herein contained. Duplicate copies of each such policy, certified by the insurer to be true and complete, shall also be delivered to City and to any Qualified Mortgagee. Tenant further covenants and agrees to pay the reasonable charges of the Insurance Trustee for its services hereunder. If Tenant shall at any time fail or neglect to comply with these covenants herein contained relating to the procuring or keeping of insurance, then City may, at its option, subject to the provisions of this Lease, insure the buildings and improvements on the Leased Premises and take out the insurance as herein provided. Any costs and expenses incurred by City in connection with procuring or maintaining any such insurance coverage shall be reimbursed to City by Tenant immediately upon demand as additional rent with interest at the Default Rate. If at any time the policies or any of them delivered to the Insurance Trustee shall not be in a company approved by City and any Qualified Mortgagee, Tenant shall replace such policies for other insurance approved by City and such Qualified Mortgagee, and in default of so doing, City or said Qualified Mortgagee may, at the option of either, replace any of said policies with other insurance approved by them and Tenant agrees to pay the premiums thereon promptly when notified of such change in insurance. Each policy of such insurance shall provide that the same may not be cancelled or reduced in coverage without thirty (30) days’ advance written notice to City and any Qualified Mortgagee of Tenant’s leasehold interest in the Leased Premises.

     Section 8.05. Collection of Proceeds. The Insurance Trustee shall not be responsible for the collection or non-collection of any insurance money in any event but only for such insurance money and any additional funds as shall come into its hands. City, Tenant, any

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Qualified Mortgagee of Tenant’s leasehold interest in the Leased Premises and any other person having an interest under any such insurance policy shall cooperate with and aid the Insurance Trustee in collecting any and all insurance money and will execute and deliver as requested by the Insurance Trustee any and all proofs, receipts, releases and other documents and writings whatsoever which may be necessary or proper for such purpose. In the event that any person having an interest under any such insurance policy shall fail or neglect so to cooperate or to execute, acknowledge and deliver any such instrument, the Insurance Trustee may, as the agent or attorney-in-fact of any such person, execute and deliver any proofs of loss or any other instruments as may seem desirable to the Insurance Trustee for the collection of such insurance monies, and all such persons having obtained an interest in any such insurance policy shall be deemed to have irrevocably nominated, constituted and appointed the Insurance Trustee its proper and legal attorney-in-fact for such purpose.

     Section 8.06. Renewal Policies. Not less than ten (10) days prior to the expiration of any policy or policies of insurance as required hereunder, Tenant shall provide renewal or replacement of such coverage. Not less than ten (10) days prior to the expiration of any such policy or policies, Tenant shall provide the Insurance Trustee and the City a binder indicating commitments to renew or replace such policy or policies and as soon as possible thereafter will deliver to the Insurance Trustee duplicate copies of the policies, certified by the insurer to be true and complete, with proof of the payment of the premiums thereon. At the same time, a duplicate copy of each such policy, so certified, shall be delivered to City and to any Qualified Mortgagee.

     Section 8.07. Special Provisions. All such policies of insurance shall provide that the proceeds thereof shall be payable: (a) without regard to any fault or negligence of City, Tenant, or any sublessee, licensee, concessionaire or other occupant of the Leased Premises (“Released Parties”) which may have caused or contributed to such loss, and (b) without any rights of the insurance company of subrogation against any such party, and Tenant hereby releases each of the Released Parties from any such liability that is or could have been covered by the insurance required to be carried by Tenant. Further, such insurance policies shall waive all rights of the insurance carrier to become subrogated to the rights of the holder of any mortgage upon the Leased Premises or any interest therein to whom or for whose benefit any proceeds of any such insurance may be paid.

     Section 8.08. Compliance with Insurance Requirements. Tenant shall not violate or permit to be violated any of the conditions or provisions of any of said insurance policies, and Tenant shall so perform and satisfy the requirements of the companies writing such policies that at all times companies of good standing and approved by City shall be willing to write and continue such insurance.

     Section 8.09. Mortgage Terms. Any mortgage placed upon the Leased Premises or Tenant’s interest therein shall contain provisions appropriate to recognize and facilitate the provisions of this Article VIII as to the payment, application and use of insurance proceeds.

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     Section 8.10. Change of Insurance Trustee. Should the national bank designated as the Insurance Trustee decline to accept such Trust, or having accepted such trust, resign as such Insurance Trustee, Tenant and any Qualified Mortgagee shall agree upon and designate another national bank having its principal office in Evansville, Indiana as such Insurance Trustee, and lacking any such agreement and designation of an Insurance Trustee, the proceeds of any such insurance shall be paid to the City which shall hold such proceeds in trust for the uses and purposes as herein stated, and shall disburse the same in accordance with the requirements as set forth in Article X of this Lease.

     Section 8.11. Rights Upon Termination. Upon the expiration of this Lease, the unearned premiums upon any insurance policies or certificates thereof lodged with City by Tenant shall be payable to Tenant only if Tenant shall not then be in default in keeping, observing or performing any of the terms of this Lease.

     Section 8.12. Blanket Insurance Policies. Any insurance required to be provided by Tenant pursuant to this Lease may be provided by blanket property insurance or umbrella liability insurance covering the Leased Premises and other locations or operations of Tenant or affiliates of Tenant, provided that such blanket or umbrella insurance complies with all other requirements of this Lease and any Qualified Mortgagee with respect to the insurance involved and will not be limited in amount or otherwise impaired as a result of the payment of losses with respect to any other property. In such event, the required amounts of coverage set forth herein shall be net of claims filed, if any, or may be provided for by a minimum coverage endorsement or rider to such policy with respect to Tenant’s property and/or operations on the Leased Premises, and any such policy shall not contain any clause permitting the insured to become a co-insurer of any loss with the insurer by reason of failure to insure in a sufficient amount with respect to Tenant’s property or operations on the Leased Premises.

ARTICLE IX.

INDEMNITY AND LIABILITY INSURANCE

     Section 9.01. General Indemnity. Tenant shall hold City harmless against any and all liability, loss, damage or expense, claims, suits or causes of action arising out of any event occurring during the Demised Term and any orders, decrees or judgments which may be entered therein, brought for damages or alleged damages resulting from any injury to person, damage to property, or from loss of life sustained in or about the Leased Premises and the buildings and improvements forming a part thereof, or in or upon die Ohio River or any of its tributaries or its or their shorelines (the “River”) in front of or appurtenant thereto, or in, on or about the Riverboat, by any person or persons whatever except in the case of any such cause of action arising out of the sole negligence of the City. It is the intention and agreement that City shall not be liable for any personal injuries or damage to Tenant or its Guarantor, or the trustees, partners, beneficiaries, shareholders, officers, agents or employees of Tenant or Guarantor, or any occupant of any part of the Leased Premises, or for any injury or damage to any goods, wares, merchandise, fixtures, equipment or property of Tenant or of any occupant of any part

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of said Leased Premises irrespective of how the same may be caused, whether from action of the elements or acts of negligence of the owners or occupants of any adjacent properties except in the case of any such cause of action arising out of the sole negligence of the City. Tenant shall and will indemnify and save harmless City of and from any and all liability, loss, damage or expense (including legal expenses and court costs), causes of action, suits, claims and judgments, (provided such action, suit or claim is not fully covered by insurance), arising from injury to persons or damage to property of any and every nature and for any matter or thing alleged to arise out of Tenant’s activity or lack thereof occurring in, on or about the Leased Premises or any part thereof or any building thereon, the River adjacent thereto or the Riverboat without regard to the nature or cause of such injury or damage except for any such cause of action, suit, claim or judgment arising out of the sole negligence of the City or its agents or employees. The obligations of this indemnity shall survive the expiration or termination of this Lease and shall continue in effect with respect to any event occurring during the Demised Term or any period of continued occupancy by Tenant thereafter.

     Section 9.02. Liability Insurance. Tenant covenants to provide City with general public and liquor liability insurance policies in forms and companies approved by City in respect to the Leased Premises and the Riverboat and the Ancillary Site with limits of liability of not less than Twenty-Five Million Dollars ($25,000,000) for any persons injured or damage to property in any one occurrence, and to pay the premiums thereon. All such insurance shall name both City (including each constituent unit or agency thereof) and Tenant as parties insured thereunder. All such insurance shall provide that City will be given thirty (30) days’ advance written notice of any cancellation or reduction in coverage of insurance under such policy. A duplicate of such policy certified by the insurance company to be a true and complete copy thereof shall be delivered to and retained by City. Prior to the expiration of any policy of such insurance, Tenant shall pay the premium for renewal or replacement insurance. Not less than ten (10) days prior to the expiration of any policy of such insurance, Tenant shall provide to City a binder for renewal or replacement insurance and will deliver to City evidence of payment of the premiums prior to expiration. As soon as possible thereafter, Tenant will deliver the duplicate copy of such policy certified by the insurance company to City. Copies of all endorsements to any such policy issued after the date of such policy shall be delivered to City. If Tenant shall at any time fail or neglect to comply with its covenants herein contained relating to the procuring or keeping of any such insurance, then City may, at its option, procure such insurance and all costs or expenses incurred by City in procuring such insurance with interest thereon at the Default Rate shall be reimbursed to City by Tenant and shall be deemed to be additional rent.

     Section 9.03. No Separate Insurance. Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required by this Lease to be furnished by, or which may reasonably be required to be furnished by, Tenant, unless City is included therein as an additional or a named insured, as appropriate to the type of policy, with any loss payable thereunder to be paid as in this Lease otherwise provided. Tenant shall immediately notify City of the taking out of any separate insurance and shall cause a duplicate copy of such insurance policy, certified by the issuing insurance company to be a true and

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complete copy thereof, to be delivered to City and, in the case of casualty insurance, to the Insurance Trustee.

     Section 9.04. Other Hazards. Notwithstanding anything herein contained, Tenant shall provide City, at Tenant’s cost and expense, with such insurance and in such amounts as may from time to time be reasonably required by City as insurance against insurable hazards which from time to time are commonly insured against in the case of premises similarly situated.

     Section 9.05. Adjustments in Amounts of Liability Insurance. If by reason of changed economic conditions or by reason of experience, City should determine the insurance amounts referred to in Section 9.02 hereof to be inadequate, Tenant shall increase the amounts of such insurance carried to the extent that City may reasonably require.

ARTICLE X.

REPAIR OF CASUALTY DAMAGE

     Section 10.01. Tenant’s Responsibility. If any building or improvement at any time standing or erected upon the Leased Premises shall be destroyed or damaged during the Demised Term, in whole or in part, by fire or as a result directly or indirectly of war, or by act of God, or occurring by reason of any causes whatsoever, Tenant shall give prompt notice thereof to City, and Tenant, at Tenant’s own cost and expense, shall promptly repair, replace and rebuild the same, at least to the extent of the value, and as nearly as practicable to the character of the building or improvements, existing immediately prior to such occurrence. The provisions of Section 21.04 hereof shall be applicable to these obligations.

     Section 10.02. Conditions of Restoration. Prior to commencement of the repair, replacement and rebuilding of the building or improvements damaged, Tenant shall submit to City plans and specifications for such restoration together with an estimate of the cost of such work prepared by a competent architect who will be in charge of such work in accordance with the terms of the Project Agreement and this Lease relating to construction and alteration. Before commencing any such work, said plans and specifications shall be filed with all state, municipal or other governmental departments or authorities having jurisdiction thereof, and all necessary permits for such work shall be obtained. Before commencing any such work, Tenant shall, at Tenant’s own cost and expense, deliver to City a general accident and public liability policy as more particularly described in Article IX hereof, but said policy shall recite and refer to such work. Tenant shall pay the increased premiums, if any, charged by the insurance companies carrying the insurance on said buildings to cover the additional risk during the course of such work.

     Section 10.03. Disbursement of Insurance Proceeds. The Insurance Trustee shall permit the net proceeds of any insurance to be applied in the payment of the cost of such repairing or rebuilding as the same progresses, payments to be made against properly certified vouchers of a competent architect or qualified project engineer in charge of the work who has

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been approved by City (such approval shall not be unreasonably withheld), the Insurance Trustee to contribute out of such insurance proceeds to each payment to be made an amount in such proportion to such payment as the whole amount received by the Insurance Trustee shall bear to the total estimated cost of repairing or rebuilding; provided, however, that the Insurance Trustee shall withhold from each amount so to be paid by it ten per centum (10%) thereof until the work of repairing or rebuilding shall have been completed and proof furnished that no lien or liability has attached or will attach to the Leased Premises or to City in connection with such repairing or rebuilding. If the total estimated cost of the repairs or rebuilding shall exceed the amount of net proceeds of such insurance received by the Insurance Trustee, City shall be entitled to require that before such repairing or rebuilding be commenced it be secured by a surety bond or cash deposit at least equal to the amount of the excess of such estimated cost over the net insurance proceeds, or by other means approved by City, as security for the due completion within a reasonable time of such repairs and rebuilding and the payment of all costs and expenses incurred in connection therewith. In any event, the total cost of all such rebuilding, repair or restoration shall be borne by Tenant without any contribution thereto by City. If the insurance proceeds should exceed the cost of such repairs or rebuilding, the balance remaining after payment of the cost of such repairs or rebuilding shall be paid over and belong to Tenant. The Insurance Trustee may deduct from any insurance proceeds paid to it the amount of its charges for acting as such trustee and any reasonable expenses incurred by it in connection with such trust

     Section 10.04. Extension. In the event the total estimated cost of the repairs or rebuilding shall exceed the amount of net proceeds of such insurance received by the Insurance Trustee, and/or Tenant is required to contribute to the cost of repairs and rebuilding, in an amount of more than the aggregate of any applicable deductible portion of the loss plus One Hundred Thousand Dollars ($100,000), and if this occurs at any time during either the second or third Extended Term of this Lease, then Tenant shall be entitled to, at its election, automatically extend the term of this Lease so that the Demised Term (including all extension options as if exercised) following the date of substantial completion of such repair and restoration shall be ten (10) years. The failure of Tenant to give notice of its election not to so extend the term of this Lease shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for such ten (10) years from the date of substantial completion of the repair and restoration, for the Rentals, and upon all of the terms and provisions, applicable during the final Extended Term described in Section 2.03 of-this Lease.

     Section 10.05. Prompt Performance of Work. All such work of repair or restoration shall be commenced within twenty (20) days after settlement shall have been made with the insurance companies, the insurance money shall have been turned over to the Insurance Trustee and the necessary permits as herein provided for shall have been obtained. All such work shall be completed within a reasonable time, due regard being had to the conditions prevailing. All such work shall be completed free and clear of all liens and encumbrances upon the title of City in and to the Leased Premises. If the work of repairing, replacing or rebuilding said damaged or destroyed improvements shall not have been commenced within the twenty (20) day period provided for herein, or if after commencement shall not be pursued with due diligence, such fact

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or facts shall be deemed an “Event of Default” as hereinafter defined. The “force majeure” provision of Section 21.04 shall apply to the foregoing time periods and requirements. In case any mortgage upon Tenant’s leasehold interest shall be in force at the time of any damage to or destruction of any improvements on the Leased Premises, then the holder of such mortgage is hereby authorized to repair the damaged improvements under the same terms and conditions as are applicable in the case of repair, restoration or replacement by Tenant. The mortgagee so repairing, restoring or replacing the damaged improvements shall, subject to compliance with all the conditions contained in this Article X, be subrogated to the rights of Tenant to the insurance proceeds payable as a result of the damage or destruction, and shall be entitled to have (and City and Tenant hereby authorize the Insurance Trustee to so pay) all said insurance proceeds paid out by the Insurance Trustee in the same manner in every respect as if the holder of the mortgage were Tenant under this Lease.

     Section 10.06. Minor Damage. In the event of any minor damage to any buildings or improvements located on and forming a part of the Leased Premises, which damage is hereby defined as being any damage which can be wholly repaired for a cost not in excess of Two Hundred Fifty Thousand Dollars ($250,000), Tenant shall promptly repair such damage and restore the building or improvements thereby damaged to the condition existing immediately prior to such occurrence, and Tenant shall not be required to submit plans and specifications to City for approval under the terms of this Lease (but may be required to provide such plans to comply with applicable building codes and similar regulations), nor shall Tenant be required to furnish any cost estimates with respect to such work other than such as is necessary to establish that the cost of such repair and restoration is less than Two Hundred Fifty Thousand Dollars ($250,000).

     Section 10.07. No Termination of Lease. This Lease shall not terminate or be affected in any manner by reason of the destruction or damage in whole or in part of any building or improvement located or erected upon the Leased Premises, or by reason of the untenantability of such building or improvement, in whole or in part, and the Rental reserved in this Lease as well as all other charges payable hereunder shall be paid by Tenant in accordance with the terms, covenants and conditions of this Lease, without abatement, diminution or reduction.

ARTICLE XI.

GENERAL MAINTENANCE AND REPAIRS

     Section 11.01. Tenant’s Responsibility. During the Demised Term, Tenant will, at its cost and expense, maintain and keep the Leased Premises and all buildings and improvements erected or placed thereon in good condition, repair and order, both inside and outside, structural and non-structural, including the sidewalks and curbs thereon or adjoining or in front of the Leased Premises and all connections with the street, steam, water, electric, gas mains and sewers and the elevators, heating and air conditioning apparatus, blowers and machinery and such other fixtures used in connection with the operation of the buildings located upon and forming a part of the Leased Premises, including any and all replacements thereto made by

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Tenant. This responsibility shall not extend to anything outside the Leased Premises except to the extent provided in the Project Agreement. Tenant shall indemnify and save City harmless from and against any and all costs, expenses, claims, losses, damages, fines or penalties, including reasonable legal fees, because of or due to Tenant’s failure to comply with the foregoing, and Tenant shall not call upon City for any disbursement or outlay of money whatsoever for any such repair and maintenance, and Tenant hereby expressly releases and discharges City of and from any liability or responsibility whatsoever in connection therewith. Tenant shall in no event permit the Leased Premises or any part thereof to become blighted during the Demised Term. The indemnity herein contained shall survive the expiration or termination of this Lease.

ARTICLE XII.

ALTERATIONS

     Section 12.01. Rights of Tenant. Tenant shall have the right to make changes or alterations to the buildings initially constructed upon and forming a part of the Leased Premises, provided, however, that any such changes or alterations shall be made in all cases subject to the conditions therefore hereinafter set forth in this Article, which conditions Tenant agrees to observe and perform.

     Section 12.02. Character of Change. No change or alteration shall at any time be made which shall impair the structural soundness or materially diminish the value of the building then located upon and forming a part of the Leased Premises. No change or alteration shall at any time be made which shall change the basic character or use of the buildings or improvements located upon the Leased Premises in a manner that would materially impair City’s anticipated income from Percentage Rent as provided in Section 4.01 of this Lease.

     Section 12.03. Extent of Change or Alteration. No change or alteration shall be made involving an expenditure in excess of One Hundred Thousand Dollars ($100,000) without the prior written consent of City, and in the event of any change or alteration involving an expenditure in excess of One Hundred Thousand Dollars ($100,000), adequate provision for the payment of all costs of such change or alterations shall be made in a manner approved by City prior to commencement of work on such change or alteration. Such consent and approval shall in no event be unreasonably withheld.

     Section 12.04. Compliance With Laws, Etc. No changes or alterations shall be undertaken until Tenant shall have procured and paid for all required state, municipal and other governmental permits and authorizations of the various state and municipal departments and governmental subdivisions having jurisdiction of such work. All work done in connection with any change or alteration shall be done in a good and workmanlike manner and substantially in compliance with the building and zoning laws, and with all other laws, ordinances, orders, rules, regulations and requirements of all federal, state and other governmental authorities and the appropriate departments, commissions, boards and officers thereof, and substantially in

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compliance with the orders, rules and regulations of the Indiana Inspection and Rating Bureau or any other body now or hereafter constituted exercising similar functions.

     Section 12.05. Insurance Coverages. At all times when any change or alteration is in progress, there shall be maintained, at Tenant’s expense, insurance as required by law to be provided by either City or Tenant covering all persons employed in connection with the change or alteration, general liability insurance for the mutual benefit of City and Tenant expressly covering the additional hazards due to the change or alteration, and insurance as required in Articles VIII and IX hereof expressly covering any additional hazard or risk incurred due to the change or alteration.

     Section 12.06. Ownership of Improvements. The improvements, equipment,. fixtures, and related materials constructed or placed upon the Land by Tenant shall be owned by Tenant during the Preliminary Term, Original Term, and any Extended Term. All such improvements constructed by Tenant upon the Leased Premises shall, upon termination or expiration of this Lease (other than due to City’s default pursuant to Section 1.04 hereof) shall become the property of City, without any further filing, recording or other action by the parties with respect thereto. Tenant shall execute a quitclaim deed in recordable form upon request of City, evidencing such automatic vesting of title in the improvements. Tenant shall at no time cause or permit the fee title to the improvements to be separated from its interest in the leasehold estate created by this Lease (and for this purpose such improvements shall be deemed a part of the leasehold estate) and no provision of this Lease shall be construed as permitting same. The provisions of this Lease permitting Tenant to mortgage its leasehold interest in the Leased Premises shall include the right to mortgage Tenant’s interest in the improvements constructed by Tenant upon the Leased Premises.

ARTICLE XIII.

ASSIGNMENT AND SUBLETTING

     Section 13.01. Right to Assign and Sublet. Except as otherwise provided in Section 13.03 and 13.15, Tenant may not assign, mortgage or otherwise encumber this Lease and may not sublet the Leased Premises in whole for a part of the Demised Term or in part for the whole or part of the Demised Term without the prior written consent of City thereto, which consent shall be at the sole discretion of the City. Any such assignee, mortgagee, sublessee or any other party to whom Tenant shall have assigned any right or interest under this Lease or in and to the Leased Premises with the prior written consent of City shall take such right or interest subject to all of the terms and conditions of this Lease and subject to all rights of City hereunder. No rights to possession of the Leased Premises granted by Tenant with the prior written consent of the City under the terms of this Article of this Lease shall grant any right to possession or occupancy of any part of the Leased Premises beyond the end of the Demised Term.

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     Section 13.02. Notification to City. In the event of the mortgage of Tenant’s leasehold interest hereunder, Tenant shall notify City of such fact and shall provide City with the name and address of such mortgagee.

     Section 13.03. Mortgages of Tenant’s Interest. Tenant shall have the right from time to time to mortgage its interest under this Lease by mortgage to any pension or welfare fund or foundation, or savings bank, bank, trust company or insurance company, or any other monetary or lending institution, authorized to make and/or hold leasehold mortgage loans in the State of Indiana (a “Qualified Mortgagee”), such mortgage being referred to herein as a “Qualified Mortgage”. No more than one Qualified Mortgage shall be in effect at any time. For the benefit of any Qualified Mortgagee who shall have become entitled to notice as hereinafter provided in this Article, City agrees, subject, nevertheless, to all the terms of this Lease, not to accept a voluntary surrender of this Lease at any time while such Qualified Mortgage shall remain a lien on said leasehold. No sale of the Leased Premises or any portion thereof to Tenant shall terminate this Lease by merger or otherwise so long as any leasehold mortgage held by a Qualified Mortgagee exists with respect to the portion of the Leased Premises so sold.

     Section 13.04. Notices to Leasehold Mortgagees. No notice of Tenant’s default shall be deemed to have been given by City to Tenant unless and until a copy thereof shall have been so given to any Qualified Mortgagee of the character described in Section 13.03 who shall have notified City of its name, address and its interest in the Leased Premises prior to City’s issuance of such notice. Tenant irrevocably directs that City accept, and City agrees to accept, performance and compliance by any such Qualified Mortgagee of and with any of the terms of this Lease with the same force and effect as though kept, observed or performed by Tenant; but City shall not be obligated to accept such performance and compliance if, at any time, City shall not be furnished with evidence satisfactory to city of the interest in this Lease claimed by the party tendering such performance and compliance. Nothing contained herein shall be construed as imposing any obligation upon any such Qualified Mortgagee to so perform or comply on behalf of Tenant.

     Section 13.05. Qualified Mortgagees’ Right to Cure. So long as a Qualified Mortgage shall remain unsatisfied, upon the default by Tenant in the performance of .any obligation of Tenant under this Lease not involving the payment of Rentals, Impositions, insurance premiums, or other amounts required to be paid by Tenant under this Lease (“Nonmonetary Default”), City will not: (a) terminate this Lease or Tenant’s right of possession of the Leased Premises; (b)exercise any right of reentry provided in the Lease or otherwise by law; (c) take possession of and /or relet the Leased Premises or any portion thereof; or (d) enforce any other right or remedy which may affect the rights of the Qualified Mortgagee, so long as the Qualified Mortgagee has promptly commence and is diligently prosecuting the cure of such Nonmonetary Default including, without limitation, by commencing judicial foreclosure or other proceedings to obtain possession of the Leased Premises if possession thereof is essential to cure such default to enable the Qualified Mortgagee to cure such default, and the Qualified Mortgagee upon obtaining possession diligently completes the cure thereof. The following events of default shall not, as between City and the transferee at foreclosure sale or assignment in lieu of foreclosure,

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and such transferee’s successors and assigns, constitute Events of Default by Tenant which must be cured before the transferee may succeed to the Tenant’s interest in this Lease or before a new lease may be entered as provided’ in Section 13.06 of this Lease, but shall be deemed automatically cured upon conveyance of such leasehold estate to such transferee or upon entering into a new lease as provided in Section 13.06 of this Lease:

     (a) The insolvency of Tenant or the commencement by or against Tenant of any proceedings under any chapter of the Federal Bankruptcy Code;

     (b) The attachment, execution or other judicial or statutory levy or seizure of the Leased Premises or any portion thereof or any of the Tenant’s rights or interests in this Lease, including the leasehold estate created hereby, or any improvements now or hereafter constructed upon, or affixed to, the Leased Premises;

     (c) The appointment of a receiver to take possession of all or any portion of the Tenant’s estate; and

     (d) Any composition of creditors of Tenant or any assignment by Tenant of all or any portion of Tenant’s assets for the benefit of creditors.

     Section 13.06. Mortgagees’ Rights to New Lease. In case of the termination of this Lease by reason of the happening of any Event of Default, City shall give written notice thereof to any Qualified Mortgagee of the Tenant’s leasehold interest who shall have notified City of its name, address and interest in the Leased Premises prior to City’s issuance of such notice. If, within thirty (30) days after the mailing of such notice, such Qualified Mortgagee shall pay, or arrange to the satisfaction of City for the payment of, a sum of money equal to any and all Rental and other sums due and payable by Tenant hereunder as of the date of such termination, in addition to any and all expenses, costs and fees, including reasonable legal fees, incurred by City in terminating this Lease and in acquiring possession of the Leased Premises, together with a sum of money equal to the amount which, but for such termination, would have become due and payable under this Lease from such termination date up to and including a period of sixty (60) days beyond the date of the mailing of such notice together with interest on all of the foregoing at the Default Rate. City shall, upon the written request of such Qualified Mortgagee, made any time within the first thirty (30) days of such sixty (60) day period, mutually execute and deliver within the last thirty (30) days of such sixty (60) day period a new lease of the Leased Premises (the “New Lease”) to such Qualified Mortgagee, or to the nominee of such Qualified Mortgagee, for the remainder of the term of this Lease, with any fee mortgage and any other encumbrance created at any time by City, its successors and assigns being made subject to the right of the lessee under the New Lease (such new tenant, however, shall make no objection to City’s title with respect to judgments and tax liens, if a title company reasonably satisfactory to such new tenant will furnish leasehold insurance to such new tenant, at such tenant’s expense, that none of such judgments will be collected out of the Leased Premises and that the leasehold estate under the New Lease shall not be subject to foreclosure by the holder of any such prior fee mortgage or other encumbrances), provided that such Qualified Mortgagee

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shall have paid to City a sum of money equal to any and all Rental and other sums which, but for such termination, would have become due and payable under this Lease up to and including the date of the commencement of the term of the New Lease, together with all expenses, including City’s legal fees, incident to the preparation, printing, execution, delivery and recording of such New Lease together with interest thereon at the Default Rate. City shall utilize its best commercially reasonable efforts to obtain a nondisturbance agreement from any fee mortgagee with respect to the rights of the tenant under the New Lease so long as there is no uncured Event of Default under the New Lease. The New Lease shall contain the same clauses subject to which this demise is made, modified or enlarged to reflect any changes in any laws of ordinances, or any changes in the physical or title conditions thereof as the same may exist at the time of delivery of the New Lease, and shall be at the Rental and other charges and upon the terms and conditions herein contained, including such additional terms, covenants, agreements, provisions, conditions and limitations as City shall deem reasonably necessary to secure the timely discharge of all liabilities and the timely performance of all obligations of the next preceding tenant, which shall have accrued or originated prior to the execution and delivery of the New lease, and shall include the covenants in respect of remaining options to extend the term of this Lease. Notwithstanding the foregoing, City shall be obligated to accept such substitute performance by, and enter into a New Lease with, such leasehold mortgagee or its nominee only if such leasehold mortgagee or its nominee (a) holds, or within 120 days will hold, title to and lawful possession of the Riverboat and (b) holds, or within 120 days will hold, an Owner’s License to conduct gambling operations issued by the Indiana Gaming Commission.

     Section 13.07. Qualified Mortgagee — Release. Tenant hereby waives and releases City from any claim, and shall hold it harmless from and against any loss, cost or expense (including attorneys’ fees), relating to acceptance by City of payment or performance of Tenant’s obligations from a Qualified Mortgagee, or the entering into a new lease between the City and a Qualified Mortgagee as provided in this Lease.

     Section 13.08. Possession. Nothing herein contained shall be deemed to impose any obligation on the part of City to deliver physical possession of the Leased Premises to any leasehold mortgagee, or to its nominee.

     Section 13.09. Insurance Proceeds. If a leasehold mortgagee, or its nominee, shall acquire a New Lease pursuant to this Article and if, upon such termination of this Lease, the Insurance Trustee shall be holding, or shall be entitled to receive, any amount pursuant to the provisions of this Lease, and Tenant, but for such termination, would have been entitled to receive all or any part thereof or to have all or any part thereof applied to any restoration or alteration, then, City agrees that the Insurance Trustee shall receive and continue to hold such amounts and apply the same or pay out the same to the new tenant, in the same manner and to the same extent as it would have been obliged to pay or apply the same to or for the benefit of Tenant if this Lease had not terminated. Otherwise all such insurance proceeds shall be deemed to be the property of City on such termination of this Lease and shall be paid over to City without delay.

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     Section 13.10. Survival of Provisions. The provisions of this Article shall survive any termination of this Lease.

     Section 13.11. Rights on Termination. Upon the termination of the Demised Term, whether by expiration of time or otherwise, all rights of any assignees, sublessees, licensees, concessionaires, other occupants of the Leased Premises, and of any mortgagee of Tenant’s interest in the Leased Premises, shall thereupon cease and terminate except in the case of the execution of a New Lease to take effect as of the termination of this Lease pursuant to the provisions contained in this Article XIII.

     Section 13.12. Limitation of Mortgagee Liability. Notwithstanding anything to the contrary provided in this Lease, no Qualified Mortgagee, whether or not in possession or as successor to Tenant’s leasehold estate, nor any officer, director, partner, agent, trustee, beneficiary or employee of any Qualified Mortgagee, shall have any personal liability with respect to any of the terms, covenants and conditions of this Lease, and City shall look solely to the assets of Tenant, including the interest and title of Tenant (or such successor in interest) in and to the leasehold estate of Tenant and the improvements thereon, for the satisfaction of each and every remedy of City in the event a Qualified Mortgagee forecloses upon, accepts a conveyance in lieu of foreclosure upon, or otherwise succeeds to, the interest of Tenant in this Lease and the Leased Premises.

     Section 13.13. No Assumption, Surrender or Modification. The acceptance of execution and delivery of a leasehold mortgage by a Qualified Mortgagee shall not be deemed to constitute an absolute assignment or transfer of this Lease, nor shall the holder of any leasehold mortgage, as such, be deemed (prior to a foreclosure judgment or assignment of this lease in lieu thereof and the taking of possession) an assignee or transferee of this Lease, so as to require such holder to assume the performance of any of the terms, covenants or conditions on the part of Tenant be performed hereunder. So long as any indebtedness or any other obligations secured by a leasehold mortgage shall remain unsatisfied, City shall not without prior written consent of the Qualified Mortgagee accept any surrender of this Lease or the Leased Premises or consent to any amendment, modification or mutual termination of this Lease.

     Section 13.14. Further Assurances. The parties acknowledge that this Lease is intended to be a mortgageable lease and that Tenant intends to grant a mortgage to a Qualified Mortgagee upon its interest in this Lease, the Leased Premises and the improvements thereon. City shall give fair and reasonable consideration to including in this Lease, by suitable amendment from time-to-time, any provision which any proposed Qualified Mortgagee reasonably requests for the purpose of implementing the mortgagee-protection provisions contained in this Article XIII and providing such Qualified Mortgagee reasonable protection of its mortgage lien in the event of a default by Tenant.

     Section 13.15. Permitted Subleasing, Licensing and Concessions. Notwithstanding the provisions of Section 13.01 of this Lease, Tenant may enter into subleases, licenses and concessions for retail sales, dining or food sales, and other commercial uses incident to the

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primary purpose and use of the Leased Premises, having terms which do not equal or exceed three years, not exceeding 20,000 square feet, without the prior consent of City.

ARTICLE XIV.

EMINENT DOMAIN

     Section 14.01. Total Taking. If during the Demised Term the whole or materially all of the Leased Premises shall be permanently taken by exercise by the right to condemnation or eminent domain, this Lease shall terminate and expire on the date of such taking and the Rental and all Impositions and other charges as provided herein shall be apportioned and paid to the date of such taking. For the purposes of this Article XIV, materially all of the Leased Premises shall have been deemed to have been taken only if that portion of the Leased Premises not so taken shall be insufficient for any economically feasible usage thereof by Tenant following restoration and rebuilding thereof, taking into account the cost of such restoration and rebuilding, the funds available to Tenant for such purpose, the remaining term of this Lease and the continuing obligations of Tenant under this Lease. The City shall not initiate any taking of the Leased Premises under an exercise of the power of eminent domain without offering to Tenant a qualified replacement property.

     Section 14.02. Award for Total Taking. In the event of a taking in condemnation of title to the whole or materially all of the Leased Premises, all awards and other payments made as a result of such taking shall be paid to City, but applied as follows in the order and manner specified to the extent that monies available from such taking may permit:

     (a) City shall receive an amount equal to the value of the land taken and any damages to the residue of the land considered as vacant and unimproved.

     (b) The holder of any Qualified Mortgage upon Tenant’s leasehold interest in the Leased Premises shall receive the unpaid principal amount of such mortgage and all interest accrued and unpaid thereon.

     (c) City shall receive one twenty-fifth (l/25th) of the balance of such award for each complete year of the Demised Term that shall have elapsed as of the date of such taking.

     (d) Any remaining balance shall be paid to Tenant.

Nothing herein contained shall impair the right of Tenant or any of its sublessees, licensees, concessionaires or others to the full award, compensation or damages payable by reason of the taking of their personal property in any such condemnation proceeding or to any additional award for their moving expenses. The termination of this Lease by reason of the exercise of the power of eminent domain shall not prevent Tenant from prosecuting and receiving

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compensation for the interest it had in the Leased Premises immediately prior to the event of such taking as provided above.

     Section 14.03. Partial Taking. If at any time during the Demised Term title to less than the whole or materially all of the Leased Premises shall be permanently taken in condemnation, this Lease shall continue in full force and effect and all of the award paid for such taking shall be paid to City, but said award shall be applied as follows in the order and manner specified to the extent that the monies available from the taking may permit:

     (a) City shall receive the value of the land taken considered as vacant and unimproved, but such amount shall be held subject to the rights thereto of Tenant under Section 14.04.

     (b) There shall be paid over to Tenant the cost of restoration of the remaining portion of the Leased Premises not so taken in substantially the same manner as provided in Article XI hereof dealing with the disbursement of insurance proceeds.

     (c) Any balance remaining in said fund after the payment of the amounts due City and the payment of such costs of restoration shall be paid to Tenant after the restoration has been completed.

     Section 14.04. Restoration after Condemnation. In the event of the permanent taking of less then the whole or materially all of the Leased Premises, Tenant shall restore the remainder of the Leased Premises so that the same can reasonably function as an economic and architecturally whole unit. In the event that the cost of such restoration should exceed the portion of the total amount paid by the condemning authority for such partial taking remaining after segregation of the value payable to City under Section 14.03 (a) above, Tenant shall pay the deficiency.

     Section 14.05. Extension. In the event the proceeds of the award of condemnation are insufficient to pay the cost of restoration of the Leased Premises, and/or Tenant is required to contribute to such cost in an additional amount of more than Two Hundred Fifty Thousand Dollars ($250,000), and if this occurs at any time during the second Extended Term or third Extended Term of this Lease, then Tenant shall be entitled to, at its election, automatically extend the term of this Lease so that the-term (including all extension options as if exercised) following the date of substantial completion of such restoration shall be ten (10) years. The failure of Tenant to give notice of its election not to so extend the term of this Lease shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for such ten (10) years from the date of substantial completion of the repair and restoration, for the Rentals, and upon all of the terms and provisions, applicable during the final Extended Term describe in Section 2.03 of this Lease.

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     Section 14.06. Effect of Partial Taking. If less than the whole or materially all of the Leased Premises shall be taken under an exercise of the power of eminent domain, this Lease shall continue in full force and effect as to the residue of the Leased Premises and all Rental reserved in this Lease, as well as all other charges payable hereunder, shall be paid by Tenant in accordance with the terms, covenants and conditions of tins Lease, without abatement, diminution or reduction.

ARTICLE XV.

COMPLIANCE WITH LAW

     Section 15.01. Tenant’s Responsibility. During the Demised Term Tenant shall, at its own cost and expense, promptly observe and comply with all present and future laws, ordinances, requirements, orders, directions, rules and regulations of the federal, state and local governments and of all other authorities having jurisdiction over the Leased Premises and of all their respective departments, bureaus and officials, and of the Board of Insurance Underwriters or Insurance Inspection and Rating Bureau having jurisdiction, or any other body exercising similar function’s, all insurance companies writing policies of insurance covering the Leased Premises or any part thereof, and all such laws, requirements, orders, directions, rules and regulations of the Indiana Gaming Commission and any other governmental agency having any jurisdiction over riverboat gambling, whether the same are in force at the commencement date of the Original term or may in the future be passed, required, ordered, enacted or directed. The obligations hereby imposed upon Tenant for compliance with all such laws, ordinances, etc., shall extend not only to Tenant’s use and occupancy of the Leased Premises, but shall also extend to the condition of the Leased Premises and any and all buildings and improvements located hereon, he condition and operation of the Ancillary Site and all buildings and improvements thereon, and the condition and operation of the Riverboat and all gambling operations conducted thereon. If any such law, ordinance, requirement, order direction, rule or regulation should require or make advisable the performance of any act by City, Tenant shall perform each such act so required for and on behalf of City at the sole cost and expense of Tenant. If any such law, ordinance, requirement, order, direction, rule or regulation should require the provision of any type or form of insurance not otherwise required to be provided by Tenant under the terms of this Lease, Tenant shall procure and maintain any such insurance as so required or made advisable in full force and effect at the sole cost and expense of Tenant, whether such requirements shall be in form a requirement upon Tenant or upon City.

     Section 15.02. Hazardous Material. Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Leased Premises or the Riverboat by Tenant, it agents, employees, contractors or invitees, without the prior written consent of City except to the extent that such Hazardous Material is necessary or useful to Tenant’s business. Any such necessary or useful Hazardous Material shall be used, kept, stored and disposed of in a manna that complies in all material respects with all laws, ordinances and regulations regulating any sueh, Hazardous Material so brought upon or used or kept in or about the Leased Premises or the Riverboat. If Tenant breaches the obligations stated in the preceding sentence

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or if the presence of Hazardous Material on the Leased Premises or the Riverboat, or the release or discharge of Hazardous Material from the Leased Premises or the Riverboat, results in an Environmental Condition with respect to the Leased Premises or the River, any air, soil or groundwater near or surrounding the Leased Premises, then Tenant shall and does hereby indemnify, defend and hold City harmless from any and all remediation costs, monitoring costs, sampling costs, evaluation costs, court costs, professional fees, legal fees, experts’ costs, consultants’ fees, claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Leased Premises, damages for the loss or restriction on use of the Leased Premises, damages arising from any adverse impact on marketing of other space in the adjacent and nearby development, and sums paid in settlement of claims) which arise during or after the Demised Term as a result of such Environmental Condition (as hereinafter defined) except as to any Environmental Condition caused by an act or omission of City. This indemnification of City by Tenant includes, without limitation, costs incurred by City in connection with any investigation of site conditions or any clean-up, monitoring, remediation, removal or restoration work performed by any individual or entity, regardless of whether such investigation or work is required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Leased Premises or surrounding the Leased Premises or the River, and shall survive the termination or expiration of the Term of this Lease. Without limiting the foregoing, if the presence of any Hazardous Material on the Leased Premises or the Riverboat caused or permitted by Tenant results in any Environmental Condition of the Leased Premises or in or surrounding the Leased Premises or the River, Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises or such other property to the condition existing prior to the Environmental Condition and prior to the introduction of any such Hazardous Material; provided that City’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Leased Premises, the surrounding area or the River. As used herein, the term “Hazardous Material” means any pollutant, contaminant, hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of Indiana or the United Stales Government. The term “Hazardous Material” includes, without limitation, any material or substance which is (a) petroleum, (b) asbestos, (c) radioactive material or waste, (d) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (e) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903), or pursuant to IC 13-7-1-12, or determined to be a “hazardous waste” under IC 13-7-8.5-3(b), (f) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601), or pursuant to IC 13-7-8.7-1, (g) regulated under the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) or defined as a “PCB” pursuant to IC 13-7-16.5-1, (h) defined as a “contaminant” pursuant to IC 13-7-1-7, or (i) any other substance or material similarly classified by any other federal, state or local statute or ordinance or by any rule or regulation promulgated or adopted pursuant thereto, whether now existing or hereinafter enacted. The term “Environmental Condition” shall mean the existence or presence of Hazardous Material at or passage through

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the Leased Premises and any contemporaneous or subsequent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or releasing of such Hazardous Material at or from the Leased Premises into the soil, ground, water, groundwater or air in a form or quantity that would require monitoring or remediation by any applicable Federal, State or local law, ordinance or regulation, by any party holding any interest in the Leased Premises. Tenant shall dispose of all sanitary and solid waste in a manner that complies with all such statutes, ordinances, rules and regulations.

     Section 15.03. Contests. Tenant, after notice to City, by appropriate proceedings conducted promptly at Tenant’s own expense and in Tenant’s name, may contest in good faith the validity or enforcement of any such law, ordinance, requirement, order, direction, rule or regulation and may defer compliance therewith during the pendency of such contest so long as (a) such deferment shall not constitute an offense on the part of City; (b) Tenant shall prosecute such contest to a final determination by a court, department or governmental body having jurisdiction; and (c) Tenant shall furnish City with such security by bond or otherwise as City may approve in connection such contest.

ARTICLE XVI.

DEFAULTS AND REMEDIES

     Section 16.01. Events of Default. Subject to the provisions of Section 21.04, if any one or more of the following events, herein sometimes called “Events of Default”, shall happen:

     (a) If default shall be made in the due and punctual payment of any Rental, Imposition, utility charges, insurance premiums, additional rent or other items payable by Tenant under this Lease, or in the payment of any part thereof, when and as the same shall become due and payable, and such default shall continue for a period of thirty (30) days after notice from City to Tenant specifying the item or items in default; or

     (b) If Tenant should default in the performance of any obligation or undertaking as contained in the Project Agreement for more than any notice and cure period provided in the Project Agreement, and in any event for at least ten (10) days after notice; or

     (c) If Tenant’s Owner’s License issued by the Indiana Gaming Commission should be revoked or be suspended for more than sixty (60) days because of some act or failure to act by Tenant; or

     (d) If Tenant should cease, for any reason other than a temporary suspension of its Owner’s License, to conduct riverboat gaming operations from the Riverboat to be docked at the Leased Premises for ten (10) consecutive days or longer; or

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     (e) If default shall be made by Tenant in the performance or compliance with any of the agreements, terms, covenants or conditions in this Lease provided, other than those referred to in subparagraphs (a), (b), (c) or (d) of this Section, for a period sixty 60 days after notice from City to Tenant specifying the item or items in default, or in the case of a curable default which cannot be cured with due diligence within such sixty (60) day period, Tenant fails to commence promptly to cure the same and thereafter to prosecute to satisfactory completion the curing of such default with due diligence (it being intended in connection with a default that can be cured but is not susceptible of being cured with due diligence within said sixty [60] day period, the time within which Tenant must cure the same shall be extended for such period as may be necessary to complete the same with all due diligence);

then and in any such event, City, at any time thereafter, may give written notice to Tenant specifying such Event of Default or Events of Default and stating that this Lease and the Demised Term shall expire and terminate on the date specified in such notice, which date shall be at least fifteen (15) days after the giving of such notice, and, subject to the provisions of Sections 13.03 through 13.09 and Section 16.02 of this Lease, upon the date specified in such notice, this Lease and the Demised Term and all rights of Tenant under this Lease, including any extension options whether or not exercised, and all rights of all persons claiming by, through or under Tenant, shall expire and terminate (except as otherwise provided in this Lease with respect to a Qualified Mortgagee or the Guarantor) unless such Event of Default shall have been cured and be no longer in default as of the date specified in such notice.

     Section 16.02. Cessation of Operation. If Tenant should not continuously conduct its riverboat gambling operations on the Riverboat at any time during the Demised Term, whether such cessation is temporary or permanent, voluntary or involuntary, it is agreed that it would be difficult to project the precise loss to be suffered by City because of such cessation of operations. Therefore, City and Tenant have agreed that a fair and equitable advance estimate of the damages City would experience and suffer because of such Event of Default by Tenant would be in the amount of Twenty-five Thousand Dollars ($25,000) per day during any such period of non-operation until the natural expiration date of the Demised Term or until City obtains a replacement tenant that conducts gaming operations from the Leased Premises upon terms and conditions no less favorable to City than those set forth in this Lease. City shall exert commercially reasonable efforts to procure such a replacement tenant. In the event of the cessation of the riverboat gambling operations, City shall be entitled to collect such amounts from Tenant as liquidated damages notwithstanding the fact that the cessation of such operations may result from termination of this Lease by City because of an Event of Default by Tenant. If the cessation of operations is a result of an occurrence constituting a Force Majeure event as defined in Section 21.04, Tenant shall not be required to pay the foregoing daily liquidated damages, but Tenant shall continue to pay the Guaranteed Minimum Rental until the expiration of the Demised Term or until a replacement tenant commences the payment of rent.

     Section 16.03. Rights on Termination. Upon any such expiration or termination of this Lease, Tenant shall quit and peacefully surrender the Leased Premises to City, and City, upon

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or at any such expiration or termination, may, without further notice, enter upon and re-enter the Leased Premises and possess and repossess itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess Tenant and remove Tenant and all other persons and property from the Leased Premises and may have, hold and enjoy the Leased Premises and the right to receive all rental income of and from the same free of any claims thereto by any person, firm or corporation claiming by, through and under Tenant except as an offset to the liquidated damages pursuant to Section 16.02 hereof. The rights of City to the liquidated damages agreed upon in Section 16.02 shall survive a termination of this Lease resulting from an Event of Default.

     Section 16.04. Waiver of Notice. Tenant hereby expressly waives, so far as permitted by law, the service of any notice of intention to re-enter provided for in any statute and, except as is herein otherwise provided, Tenant, for and on behalf of itself and all persons claiming through or under Tenant (including any leasehold mortgagee or other creditor), also waives any and all right of redemption or re-entry or repossession in case Tenant shall be dispossessed by a judgment or warrant of any court or judge or in case of re-entry or repossession by City or in case of any expiration or termination of this Lease. The terms “enter,” “re-enter,” “entry” or “re-entry” as used in this Lease are not restricted to their technical legal meanings.

     Section 16.05. Right to Enjoin. In the event of any breach or threatened breach by Tenant of any of the agreements, terms, covenants or conditions contained in this Lease, City shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right and remedy allowed at law, in equity, or by statute or otherwise as though no specific remedies were provided for in this Lease.

     Section 16.06. Non-Waiver. No failure of City to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial Rental or partial performance of any other obligation of Tenant during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant or condition. No agreement, term, covenant or condition hereof to be performed or complied with by Tenant, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by City. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

ARTICLE XVII.

CHARACTER OF LEASE

     Section 17.01. Net Lease. This Lease shall be deemed and construed to be a “Net Lease” and Tenant shall pay to City, absolutely net throughout the term of this Lease, the Rental, free of any charges, assessments, Impositions, expenses or deductions of any kind and without abatement, deduction or setoff, and under no circumstances or conditions, whether now

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existing or hereafter arising, or whether within or beyond the present contemplation of the parties, shall City be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as herein otherwise expressly set forth; and Tenant agrees that, except as herein otherwise expressly provided, Tenant shall pay all costs, charges and expenses of every king and nature whatsoever against or in connection with the Leased Premises and Improvements thereon which may arise or become due during the term of this Lease, and which, except for the execution and delivery hereof, would or could have been payable by City. All indemnities of Tenant under any portion of this Lease, and any undertaking of Tenant under this Lease that is to be performed after expiration or termination of the Demised Premises, shall survive expiration or termination of the Demised Term and shall continue in full force and effect until fully performed and satisfied.

ARTICLE XVII.

NOTICES

     Section 18.01. Manner of Giving. Whenever under this Lease a provision is made for notice of any kind, such notice shall be in writing, and it shall be deemed sufficient service thereof if such notice is given to City and sent by Registered or Certified Mail, postage prepaid, or by a recognized, receipted courier delivery service to:

	Office of the City Controller of the
	City of Evansville, Indiana
	300 Civic Center Complex
	One N.W. Martin Luther King, Jr. Boulevard
	Evansville, IN 47708
With a copy to:	Corporation Counsel of the
	City of Evansville, Indiana
	300 Civic Center Complex
	One N.W. Martin Luther King, Jr. Boulevard
	Evansville, IN 47708
; and if to Tenant:	Aztar Indiana Gaming Corporation
	Vice President Administration
	2390 E. Camelback Road
	Phoenix, AZ 85016
With a copy to:	Stephan E. Weitzel, Esq.
	Ziemer, Stayman, Weitzel & Shoulders
	1507 Old National Bank Building
	Evansville, IN 47706

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Either party may change such address for notice by notice given to the other party in the aforesaid manner.

     Section. 18.02. Time of Giving. Each notice given in the manner prescribed in Section 17.01 shall be deemed given on the date of its receipt by the party being notified. If any party should refuse to accept delivery of any such notice, such notice shall be deemed to have been given on the date delivery thereof was tendered to addressee.

ARTICLE XIX.

SURRENDER OF POSSESSION

     Section 19.01. Surrender in Good Condition. At the expiration of the tenancy created hereunder, whether by lapse of time or otherwise, except as otherwise herein expressly provided, Tenant shall surrender the Leased Premises to City in good condition and repair, reasonable wear and tear only being excepted. Tenant agrees to pay all costs incurred by the City for infrastructure changes to the Leased Premises needed upon the surrender of possession to the City to make the Leased Premises suitable for normal and customary commercial riverfront development. If so directed by City, Tenant shall cause the buildings and other improvements placed on the Leased Premises (or such part thereof as City may direct) to be removed from the Leased Premises and the foundations and other evidence thereof removed.

     Section 19.02. Holding Over. In the event Tenant remains in possession of the Leased Premises with the consent of City after the expiration of the tenancy created hereunder, and without the execution of a new lease or an extension of this Lease, it shall be deemed to be occupying the Leased Premises as a tenant from month to month at the same Rental as scheduled to be paid during the next Extended Term had the option therefor been exercised, or as was being paid immediately prior thereto if the holding over occurs after completion of the final Extended Term, and subject to all of the other conditions, provisions and obligations of this Lease insofar as the same are applicable to a month to month tenancy. Such month to month tenancy may be terminated by either party as of the end of any month by the giving of notice of such termination to the other party prior to the beginning of such month at the end of which the tenancy is to terminate. No notice need be given by City to Tenant for termination of the tenancy as of the end of the Demised Term, but such notice to terminate need be given only in the event of the continuation of the possession of Tenant after the end of the Demised Term with express consent of City.

ARTICLE XX.

CERTIFICATES BY CITY AND TENANT

     Section 20.01. Tenant’s Certificates. Tenant agrees at any time and from time to time upon not less than ten (10) days’ prior written notice by City to execute, acknowledge and deliver to City a statement in writing setting forth the Rental payable during the balance of the

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Original Term of the Lease and during each Extended Term and certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), and the dates to which the Rental has been paid, and stating (to the best knowledge of Tenant) whether or not as to both City and Tenant, either is in default in keeping, observing or performing any of the terms contained in this Lease and, if in default, specifying each such default, and also a statement specifying which options for Extended Terms have been exercised, if any. It is intended that any such statement delivered pursuant to this Section 20.01 may be relied upon by City or any prospective purchaser of the fee or any fee mortgagee or any assignee of any fee mortgagee, but reliance on such certificate may not extend to any default of City as to which Tenant shall have no actual knowledge.

     Section 20.02. City Certificates. City agrees at any time and from time to time upon not less than twenty (20) days’ prior written notice by Tenant or by any Qualified Mortgagee to execute, acknowledge and deliver to Tenant or to any Qualified Mortgagee a statement in writing setting forth the Rental payable during the balance of the Original Term and during each Extended Term and certifying that this Lease is unmodified and in full force and effect (or if there shall have been modifications that the Lease is in full force and effect as modified and stating the modifications) and the dates to which the Rental has been paid, and stating whether or not to the best knowledge of City, Tenant is in default in keeping, observing or performing any of the terms contained in this Lease and, if Tenant shall be in default, specifying each such default of which City may have knowledge, and also a statement specifying which options for Extended Terms have been exercised, if any. It is intended that any such statement delivered pursuant to this Section 20.02 may be relied upon by any prospective Qualified Mortgagee or any assignee of any such mortgagee, but reliance on such certificate may not extend to any default of Tenant as to which City shall have had no actual knowledge.

ARTICLE XXI.

MISCELLANEOUS PROVISIONS

     Section 21.01. Remedies Cumulative — Non-Waiver. The various rights and remedies herein contained and reserved to each of the parties shall not be considered exclusive of any other right or remedy of such party but shall be construed as cumulative and shall be in addition to every other remedy now or hereafter existing at law, in equity, by statute, or by any other portion of this Lease, and said rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefor arises. No delay or omission to exercise any right or power by either party shall impair any such right or power, or be construed as a waiver of any default or as acquiescence therein. One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed by the other party as a waiver of a subsequent or continuing breach of the same covenant, term or condition. The acceptance by City of partial performance of the obligations of Tenant, even after the commencement of any action based upon the nonperformance of the obligations so partially performed, shall serve to waive such performance or extend the time therefor; and the acceptance of such partial

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performance shall in no way bar, abate or affect any action at law or in equity theretofore or thereafter commenced by City as a result of such non-performance. All liabilities and obligations of Tenant hereunder shall be performed or paid without relief from valuation or appraisement laws.

     Section 21.02. Governing Law. The laws of the State of Indiana shall govern the validity, performance and enforcement of this Lease.

     Section 21.03. Time of the Essence. Wherever in this Lease an act is to be performed within a specified amount of time, time shall be deemed to be of the essence, subject, however, to the provisions of Section 21.04 hereof.

     Section 21.04. Force Majeure. The term “Force Majeure” as used herein shall mean any and all causes beyond the control and without the fault or negligence of the party failing to perform which could not reasonably have been avoided or prevented, including but not limited to, acts of God, adverse weather, casualties, the presence of material environmental contamination requiring approval of governmental authorities of a remediation plan, acts of the public enemy, insurrections, riots, labor disputes, boycotts, labor and material shortages, fires, explosions, floods, breakdowns of or damage to equipment or facilities, interruptions to transportation, embargoes, acts of military authorities, acts of government, and acts of civil authorities (including courts and administrative agencies having competent jurisdiction) concerning the Project, the illegality of the Gambling Law coupled with a stay of action, or the illegality of riverboat gaming operations coupled with a stay of action, or other causes of a similar nature, to the extent such cause prevents the development, construction or operation of the Project, the Riverboat or a riverboat gaming operation. However, the failure to obtain debt financing or equity investment by Tenant shall in no case or for any reason constitute Force Majeure. If, because of a verifiable condition of Force Majeure, either party hereto is unable to carry out any of its obligations under this Agreement (other than the obligation of a party to pay money due and owing at the time of the Force Majeure event) and if such party shall promptly give to the other party written notice of such Force Majeure, then the obligation of the party giving such notice shall be suspended to the extent necessary by such Force Majeure and during its continuance; provided, however, that the party giving such notice shall use its best commercially reasonable efforts to eliminate such Force Majeure event insofar as possible with a minimum of delay. During a period in which a condition of Force Majeure is invoked by Tenant, the period for the Tenant’s performance of any obligation hereunder (other than the obligation to pay money due and owing at the time of the Force Majeure event) shall be extended to the extent of the duration of the continuance of the Force Majeure event. If the condition of Force Majeure shall continue unabated for a period of more than six (6) months, either party may terminate this Lease upon thirty (30) days’ notice to the other. In the event City exercises such right of termination, this Lease shall end, and Tenant’s obligation to pay Rental shall cease. In the event Tenant exercises such right of termination, Tenant shall continue to be liable for the payment of the Guaranteed Minimum Rental until the original expiration date of its gaming license in effect at the commencement of the Force Majeure period or until a replacement tenant as described in Section 16.02 commences the payment of rent.

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     Section 21.05. Severability. If any term or provision of this Lease or its application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to the persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

     Section 21.06. Comments and Approvals. Whenever in this Lease City’s approval or consent is required, such approval or consent shall be required to be in writing. It is distinctly understood and agreed that the granting of any approval or consent by City to Tenant to perform any act of Tenant requiring City’s approval or consent under the terms of this Lease, or the failure on the part of City to object to any such action taken by Tenant without City’s approval or consent, shall not be deemed a waiver by City of its rights to require such approval or consent for any further similar act by Tenant, and Tenant hereby expressly covenants and warrants that as to all matters requiring City’s approval or consent under the terms of this Lease, Tenant shall secure such approval or consent for each and every happening of the event requiring such approval or consent, and shall not claim any waiver on the part of City of the requirement to secure such approval or consent. Notwithstanding anything to the contrary contained in this Lease, if any provision of this Lease expressly or impliedly obligates City not to unreasonably withhold its consent or approval, an action for declaratory judgment or specific performance will be Tenant’s sole right and remedy in any dispute as to whether City has breached such obligation.

     Section 21.07. Captions. The parties mutually agree that the headings and captions of the various Articles and Sections contained in this Lease are inserted for convenience of reference only, and are not intended to define, limit or construe the contents of the Articles or Sections to which they refer.

     Section 21.08. Interpretation. As used herein the word “including” shall mean “including but not limited to”, and the phrase “shall include” or any other phrase of the same or similar import shall mean “shall include, but not be limited to”. All schedules or exhibits to this Lease are hereby incorporated herein and form a part hereof. Whenever Tenant is obligated to pay or reimburse City for any attorneys’ fees, those fees shall include the reasonable allocated cost for services of attorneys on the staff and payroll of the City.

     Section 21.09. Guaranty. This Lease shall not be binding upon City or grant any rights to Tenant until the Guaranty attached hereto and forming a part hereof has been executed by Guarantor.

     Section 21.10. Written Integration. All negotiations, considerations, representations and understanding between the parties hereto are incorporated herein, and this Lease may be modified or altered only by agreement in writing signed by the party to be bound. In the event of any inconsistencies between this Lease and the Project Agreement, this Lease shall be the controlling document.

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     Section 21.11 Agreement Binding on Successors. The covenants, agreements and obligations herein contained shall extend to, bind and inure to the benefit not only of the parties hereto, but their respective successors and assigns, except to the extent specifically herein provided otherwise. No consent to any assignment or sublease by Tenant is to be implied as a result of Section 21.11. This Lease, or a mutually acceptable memorandum hereof, shall be recorded in the Vanderburgh County Recorder’s Office.

     IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their respective names in several counterparts, each of which shall be deemed an original instrument, as of the day and year hereinabove first written.

AZTAR INDIANA GAMING CORPORATION
By	/s/ [ILLEGIBLE]
Its	Vice President
REDEVELOPMENT COMMISSION
of the City of Evansville, Indiana
By	/s/ [ILLEGIBLE] Vice-President
ATTEST:
	/s/ [ILLEGIBLE] Secretary

This instrument was prepared by John A. Grayson, Ice Miller Donadio & Ryan, One American Square, Box 82001, Indianapolis, Indiana 46282-0002; telephone (317) 236-2100.

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State of Indiana	}
	}  SS:
County of Vanderburgh	}

     BEFORE ME, a Notary Public, personally appeared the within named Alphonza “Pete” Watkins and Remig Fehn, as Vice-President and Secretary, respectively, of the Redevelopment Commission of the City of Evansville, and acknowledged the execution of the above and foregoing Lease as a voluntary act and deed.

     WITNESS my hand and Notary Seal this 4th day of April, 1995.

	/s/ Mary C. Arnold Mary C. Arnold, Notary Public
My Commission Expires: February 19, 1999	A resident of Vanderburgh County, Indiana

State of Arizona	}
	}  SS:
County of Maricopa	}

     BEFORE ME, a Notary Public, personally appeared the within named Robert M. Haddock, acting in his capacity as Vice President of Aztar Indiana Gaming Corporation, and acknowledged the execution of the above and foregoing Lease as a voluntary act and deed.

     WITNESS my hand and Notary Seal this 2nd day of May, 1995.

	/s/ Monika S. Hald Notary Signature
	Monika S. Hald Printed Name of Notary
My Commission Expires: 8/30/1998	A resident of Maricopa County,
	State of Arizona

-38B-

EX-10.18(A)

Exhibit 10.18(a)

AMENDMENT TO LEASE AGREEMENT

     THIS FIRST AMENDMENT TO EVANSVILLE RIVERBOAT LANDING LEASE (“Amendment”) is made on December _______ , 2002, and effective as of December 1, 2001, by and among the City of Evansville, Indiana (“City”) acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), and Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”). As used herein, the term “Local Government” refers to the City, and the Commission.

RECITALS

     A. Aztar Indiana Gaming Corporation, an Indiana corporation (“Aztar Indiana Corp.”), the Guarantor and the Local Government entered into that certain Project Agreement made as of June 29, 1994, which was subsequently amended by a First Amendment to Project Agreement made as of December 3, 1996 (together the “Project Agreement”). The Project Agreement provided for development of a riverboat casino and hotel with related facilities (the “Project”), and further provided the terms for a lease from the Commission to Aztar Indiana Corp. for certain riverfront property, all subject to issuance of a gaming license by the Indiana Gaming Commission.

     B. The City, acting by and through the Commission, and Aztar Indiana Corp. entered into that certain Evansville Riverboat Landing Lease (the “Lease”) made as of May 2, 1995, and recorded on May 5, 1995, in Lease Drawer 2, Card No. 2189, in the records of the Recorder of Vanderburgh County, Indiana, for riverfront property to be used under the Project Agreement for an initial term of ten (10) years (the “Original Term”).

     C. Guarantor guaranteed the performance of all obligations of Aztar Indiana Corp. under the Project Agreement and the Lease.

     D. Effective December 31, 1999, with the consent of the Commission, Aztar Indiana Corp. assigned its right, title and interest under the Project Agreement and the Lease to Aztar Indiana, which assumed the obligations of Aztar Indiana Corp., with the consent of Local Government and the Guarantor.

     E. Under the terms of the Lease, the Percentage Rent increased in Lease Year Six (6) of the Lease which commenced on December 1, 2000.

     F. In furtherance of the objectives of the Act and the Downtown Redevelopment Area Plan, and in order to address other development needs within the City, the Commission desires to promote and facilitate further economic development projects in the City of Evansville, some of which likely shall be in the vicinity of the Project Area (the “Development Projects”), in order to enhance the level of economic benefits to the City.

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     G. The Commission desires to continue receiving rentals on the same basis as such amounts were paid during Lease Years One (1) through Five (5), but to permit the increase in Percentage Rent to be applied to the design, development and construction of the Development Projects.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Aztar Indiana and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

     1. Amendment of Rent Schedule. The Percentage Rent and Rental in Schedule 4.01 of the Lease shall be modified and amended as set forth below. It is the intent of this Agreement to divide the Percentage Rent and Rental due under the Lease for Lease Years Seven (7) through Ten (10) into two categories, Base Percentage Rent and Excess Percentage Rent, which when combined will equal the Percentage Rent and Rental otherwise due under the Lease.

(a) Base Percentage Rent.

(i)

Definition. Commencing at the beginning of Lease Year Seven (7), the Percentage Rent for the balance of the Original Term shall be calculated in the same manner as for the initial five (5) Lease Years (i.e., two percent of the AGR for the Lease Year up to $50,000,000, plus three percent of the AGR for the Lease Year that is in excess of $50,000,000). In Lease Years Seven (7) through Ten (10), such amount as so calculated shall be referred to as the “Base Percentage Rent.”

(ii)

Payment. Aztar Indiana shall continue to pay Base Percentage Rent for Lease Years Seven (7) through Ten (10) in accordance with the terms of the Lease, as amended hereby, and the past practices of the parties.

(b)

Calculation of Excess Percentage Rent. Commencing at the beginning of Lease Year Seven (7), the Percentage Rent for the balance of the Original Term shall also be calculated and determined on an annual basis, at the end of each Lease Year, in the manner set forth in Schedule 4.01 of the Lease for the remaining four years of the Original Term, which constitute Lease Years Seven (7) through Ten (10). Such amount shall be deemed to accrue as of the end of the applicable Lease Year, and as so calculated shall be referred to as the “Schedule 4.01 Percentage Rent.” The difference between the Schedule 4.01 Percentage Rent and Base Percentage Rent shall be referred to herein as the “Excess Percentage Rent.” For purposes of this Amendment, the term Excess Percentage Rent means only the difference between Schedule 4.01 Percentage Rent and Base Percentage Rent occurring during Lease Years Seven (7) through Ten (10), inclusive.

(c)

Accrual and Payment of Excess Percentage Rent; Credits.

(i) City of Evansville Capital Development Fund. Excess Percentage Rent shall be made available for Development Projects as the “City of Evansville Capital Development Fund,” which shall be separately accounted for in the records of Aztar Indiana. Excess Percentage Rent

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	shall be accrued for in the records of Aztar Indiana, and paid or offset by Credits (as defined below) at the times and in the amounts described herein.
(ii)	Credits. Excess Percentage Rent liability accounted for in the City of Evansville Capital Development Fund shall be subject to offset for credits allowable with respect to payments/investments made by Aztar Indiana in Eligible Costs (as defined herein) for the Development Projects, and other direct payments of certain Excess Percentage Rent to the Commission as provided herein (the “Credits”).
(iii)	Final Payment. If the Credits earned by Aztar Indiana as of the end of Lease Year Ten (10) are less than the aggregate accrued Excess Percentage Rent (such difference, the “Final Balance”), the Final Balance of Excess Percentage Rent shall be paid at the end of Lease Year Ten (10), except for balances for which Credits may be earned during the two years following the expiration of the Original Term with respect to Aztar Development Projects pursuant to requirements set forth in Section 2(a)(ii). With respect to that portion of the Final Balance, such amounts shall be remitted at the end of each of the two years following the expiration of the Original Term, respectively, if corresponding Credits have not been earned pursuant to the requirements set forth in Section 2(a)(ii).

(d) Calculation of Credits and Investment Ratios and Confirmation.

(i)	General Development Projects. Aztar Indiana shall receive Credits against Excess Percentage Rent, calculated at the rate of $1.00 for each $1.00 invested by Aztar Indiana in or paid to the Commission, the Commission’s designee, or a party approved by the Commission for Eligible Costs with respect to General Development Projects (as defined herein), including the Stadium Project (as defined herein).
(ii)	Aztar Development Projects. Aztar Indiana shall receive Credits against Excess Percentage Rent, calculated at the rate of $1.00 for each $2.50 invested by Aztar Indiana in Eligible Costs for Aztar Development Projects (as defined herein).
(iii)	Additional Credit. If the Stadium Land Lease (as defined herein) is executed and Aztar Indiana acquires additional real estate to accommodate Aztar Development Projects, irrespective of Credits earned under Section 1(d)(ii) above, Aztar Indiana shall receive additional Credits in an amount up to the amount of funds expended by Aztar Indiana in connection with such real estate acquisition, not to exceed Three Hundred Thousand Dollars ($300,000); provided that such additional Credits shall not be available until either Aztar Indiana has incurred Committed Expenditures (as defined herein) for Aztar Development Projects in excess of Fifteen Million Dollars ($15,000,000), or total accrued Excess Percentage Rent, prior to application of any Credits available under this Amendment,

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	exceeds by Sixteen Million Dollars ($16,000,000) the amount of the Credits to be claimed under this Section 1(d)(iii).
(iv)	Confirmation of Expenditures. As directed by the Commission, Aztar Indiana shall supply copies of invoices, receipts or other reasonable documentary evidence related to sums expended to earn Credits, in addition to the items contemplated in Section 1(f) below.

(e) Limitation on Credits per Development Project Category; Required Payments and Other Accommodations for Stadium Project.

(i) Allocation. Credits available to be earned with respect to General Development Projects and Aztar Development Projects shall not exceed the limitations described below:

(A)

General. Excess Percentage Rent shall be allocated one-half for General Development Projects, and one-half for Aztar Development Projects; provided that, as set forth in clause 1(e)(ii)(A) below, if the General Development Project is the Stadium Project then Aztar will provide minimum funding of Ten Million Dollars ($10,000,000), irrespective of accrued Excess Percentage Rent allocated for General Development Projects. Further, up to an additional Two Million Dollars ($2,000,000) may be reallocated from Aztar Development Projects to the extent Excess Percentage Rent exceeds Eighteen Million Three Hundred Thousand Dollars ($18,300,000), as further described in clause 1(e)(i)(B) below.

(B)

Special Allocation. In the event the City proceeds with the Stadium Project and Excess Percentage Rent has accrued in excess of Eighteen Million Three Hundred Thousand Dollars ($18,300,000) the Commission may, after exhausting on the Stadium Project the first Ten Million Dollars ($10,000,000) it may demand pursuant to Section 1(e)(ii)(A), require that certain Excess Percentage Rent otherwise allocable for Aztar Development Projects be reallocated to General Development Projects for payment of Eligible Costs related to the Stadium Project. The maximum amount of Excess Percentage Rent permitted to be reallocated hereunder is Two Million Dollars ($2,000,000), and no reallocation may occur to the extent it results in less than Eight Million Three Hundred Thousand Dollars ($8,300,000) being allocated for Aztar Development Projects. Such reallocation shall also not occur except upon presentation of evidence that qualifying Eligible Costs not paid from the initial Ten Million Dollars ($10,000,000) referred to above have been incurred or are otherwise due and owing, including repayment of bonds. Any demand for reallocation must be made on or before the conclusion of Lease Year Ten (10). In the event of any such reallocation,

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Excess Percentage Rent exceeding Twenty Million Three Hundred Thousands Dollars ($20,300,000) shall be exclusively allocated for Aztar Development Projects, up to the up to Two Million Dollar ($2,000,000) amount previously reallocated for the Stadium Project. Thereafter, any remaining Excess Percentage Rent shall be allocated equally for General Development Projects and Aztar Development Projects.

(ii) Required Payments and Accommodations for Stadium Project.

(A)

Payment. Notwithstanding whether sufficient Excess Percentage Rent has accrued, in the event that the City shall give notice to Aztar Indiana that the City has made a final and definitive decision to proceed with the Stadium Project as the General Development Project (a “Stadium Notice”), Aztar Indiana shall, upon the request of the Commission and upon presentation of evidence that Eligible Costs with respect to the Stadium Project have been incurred or are otherwise due and owing, pay to the Commission in exchange for dollar-per-dollar Credits an amount equal to such Eligible Costs, up to a maximum of Ten Million Dollars ($10,000,000). Such payment obligation shall be absolute, and amounts paid shall not be subject to refund if insufficient Excess Percentage Rent ultimately accrues, but any excess Credits shall apply to reduce the balance allocated for Aztar Development Projects. Except as set forth in the following sentence, Aztar Indiana shall have no payment obligation under this clause 1(e)(ii)(A) if Aztar Indiana has not received a Stadium Notice on or before December 31, 2003. Notwithstanding the foregoing, the City may request and Aztar Indiana shall pay to the City, in exchange for dollar-per-dollar Credits against Excess Percentage Rent, a portion of such Ten Million Dollars ($10,000,000) set forth above prior to delivery of the Stadium Notice. Such portion shall be applied against Eligible Costs with respect to the proposed Stadium Project in the form of land acquisition or preliminary costs (excluding construction costs), such as feasibility studies and professional costs.

B.

Land Use. Aztar Indiana agrees that if the City makes a final and definitive decision by December 31, 2003 to proceed with the Stadium Project as the General Development Project, Aztar Indiana shall lease to the Commission or its designee for use in connection with the Stadium Project what the parties presently estimate to be three and forty-six one hundredths (3.46) acres of land located on the Northwestern portion of the approximately seven (7) acre parcel presently owned by Aztar Indiana in the vicinity of the Project Area, and bounded on the south by the south edge of the vacated First Street right-of-way. The actual acreage of such leased land shall be determined by the actual acreage

5

within the boundaries described above. Such lease (the “Stadium Land Lease”) shall contain mutually acceptable customary terms, but in any event the term shall be forty (40) years and rental shall be one dollar ($1.00) per year. The landlord under the Stadium Land Lease shall pay all required ad valorem real estate taxes on the unimproved land and the Stadium Land Lease shall contain customary covenants of possession and quiet enjoyment for the benefit of the tenant. The tenant under the Stadium Land Lease shall pay all taxes related to any improvements, and the tenant shall maintain or cause to be maintained primary insurance as reasonably required by the landlord to insure the landlord under the Stadium Land Lease against all liability related to the Stadium Project or operations or uses on the land described in the Stadium Land Lease. Such requirements shall include that all insurers be duly licensed and possess at all relevant times an AM Best, Inc. rating of A-, VII or better or if unlicensed, be an admitted surplus lines carrier, that such coverage include workers compensation insurance, commercial general liability covering bodily injury, broad form property damage, personal injury, blanket contractual liability, independent contractors, products and completed operations, and liquor coverage, commercial/business automobile liability, and umbrella excess liability. Policy amounts shall be subject to change from time to time based upon the landlord’s requirements to be fully insured and reflect changes in economic and risk circumstances, but shall initially be One Million Dollars ($1,000,000) for worker’s compensation, One Million Dollars ($1,000,000) each occurrence and general aggregate limit for commercial general liability, One Million Dollars ($1,000,000) for commercial/business automobile liability, and Two Million Dollars ($2,000,000) for umbrella/excess liability. The Stadium Land Lease shall also provide for customary events of default, remedies, and reasonable cure periods, and shall include as an event of default the taking by eminent domain or similar process any of such approximately seven (7) acres described above not subject to the Stadium Land Lease, together with any adjacent or proximately located land acquired by Aztar Indiana or an affiliate prior to December 1, 2007 for Aztar Development Projects (collectively, the “Remaining Property”). Subject to necessary design components of the Stadium Project, the parties shall cooperate on matters of ingress and egress between the Stadium Project, Aztar Development Projects, and other Aztar Indiana facilities. The Stadium Land Lease shall contain an option for the tenant to purchase the leased land at anytime during the Stadium Land Lease at fair market value as established at the time the Stadium Land Lease is executed. Fair market value shall be determined on the basis of an average of two appraisals, one commissioned by the Commission and conducted by David Matthews and one commissioned by Aztar Indiana and conducted by William

6

	Bartlett, which appraisals shall be conducted prior to the execution of the lease. Upon the execution of the Stadium Land Lease, a short form memorandum thereof, suitable for recording, shall be placed of record. If the purchase option is exercised, the deed conveying such property shall be subject to a restrictive covenant of reversion in the event of a subsequent exercise of eminent domain or similar process against any portion of the Remaining Property, which covenant shall terminate on the forty (40) year anniversary of the execution of the Stadium Land Lease.
C.	Relocation of Flood Wall. In the event the existing flood wall is relocated in connection with the Stadium Project, Aztar Indiana shall have no financial responsibility for such relocation, but Aztar Indiana shall retain the right to reasonably approve the design and location of the relocated flood wall, such approval to be predicated upon Aztar Indiana’s interest in preserving the utility and value of the Remaining Property and Aztar Indiana’s existing facilities. It is the preference of Aztar Indiana that the flood wall be relocated to the South side of Riverside Drive, which Local Government shall make a good faith effort to accommodate. In any event, any flood wall relocated along the North or South side of Riverside Drive shall be designed in appearance similarly to the renovated flood wall located at the Dress Plaza/Riverfront esplanade.
D.	Stadium Project Defined. For purposes of this Amendment, the term “Stadium Project” means the construction and equipping of a stadium for use by an affiliated minor league baseball club and other community purposes, as outlined in the “Report to the Mayor of Evansville on the Feasibility of a Downtown Baseball Stadium,” dated October 1, 2002, presented by the Mayor’s Baseball Study Committee.

(f) Verification of Expenditures, Excess Percentage Rent and Credits. Within twenty (20) days after the end of each month during the Original Term and each month thereafter until the Final Balance has been paid in full or recouped through Credits, Aztar Indiana shall deliver to the Commission a statement showing in reasonable detail the amount and category of all expenditures made in respect of Development Projects during the prior month and to date on a cumulative basis for each Development Project separately and for all Development Projects collectively. Such statement also shall include a calculation of anticipated Excess Percentage Rent, anticipated remaining Excess Percentage Rent and Credits accumulated during the prior month and to date on a cumulative basis. Such statement shall be certified by the chief financial officer of Aztar Indiana to be true, correct and complete.

     2. Concerning the Development Projects. As further set forth below, the Commission and Aztar Indiana commit and agree to proceed in good faith to identify and approve Development Projects during the Original Term and subsequent periods as contemplated

7

in Section 2(a)(ii) below, subject to the following terms and provisions which shall apply to the identification, approval, development and administration of the Development Projects by Aztar Indiana and the Commission or its designated agent:

(a) Categories. The Commission has identified the following categories of Development Projects which will entitle Aztar Indiana to receive Credits against Excess Percentage Rent in exchange for investment by Aztar Indiana in or payments made with respect to the Eligible Costs of Development Projects:

(i)

General Development Projects. The Commission desires to create jobs, increase tax revenues, provide direct economic benefits and promote tourism and additional economic development by promoting the construction or acquisition of real estate or facilities or capital projects to be owned by the City, the Commission, or parties approved by the Commission (the “General Development Project(s)”). The parties presently contemplate that the Stadium Project will be the General Development Project and funding thereof will occur as set forth in Section 1(e)(ii)(A). In the event the Stadium Project does not proceed as contemplated, the parties shall agree in good faith on alternative General Development Projects and the funding thereof from allocated Excess Percentage Rent, but the balance of this Amendment shall not be affected.

(ii)

Aztar Development Projects. In order to create jobs, increase tax revenues, provide direct economic benefits and promote tourism and economic development, the Commission desires to support certain Development Projects which Aztar Indiana might propose to construct upon the approximately seven acre parcel currently owned by Aztar Indiana contiguous to the Project Area or upon any other parcels of real estate which Aztar Indiana might acquire in the vicinity of the Project Area (all such parcels are referred to herein as the “Development Real Estate”). The types of facilities contemplated for development upon and about the Development Real Estate include the construction of new facilities or square footage expansions of existing Aztar Indiana facilities to constitute hotels, restaurants, entertainment facilities, conference facilities and other related tourism facilities (the “Aztar Development Projects”). Aztar Indiana, or its designee, shall own and shall be solely responsible for the selection, acquisition, design, development, construction, operation, maintenance and repair of the types of facilities constituting Aztar Development Projects. Aztar Indiana shall use good faith efforts to announce its first project by April 1, 2003 and break ground by October 1, 2003. Aztar Indiana will either incur Committed Expenditures (as defined below) that correlate to Two Million Dollars ($2,000,000) of Credits under Section 1(d)(ii) (i.e., Five Million Dollars ($5,000,000) of Committed Expenditures in each of the years ending November 30, 2003, 2004 and 2005 or pay with respect to Excess Percentage Rent at the end of each such year the correlated amount to which Committed Expenditures do not meet the applicable target amount, provided that under no circumstance shall such payment be required until

8

such payments, when added to the initial Ten Million Dollars ($10,000,000) available for the Stadium Project equal the total amount of accrued Excess Percentage Rent. Committed Expenditures incurred in a year that correlate to Credits in excess of Two Million Dollars ($2,000,000) shall carry forward to subsequent years to apply against any shortfall otherwise occurring in such year. With respect to any final balance of Excess Percentage Rent allocated for Aztar Development Projects as of November 30, 2005 that has not been offset by Credits or otherwise paid, Aztar Indiana shall either incur Committed Expenditures that correlate to Credits or pay such portion of the final balance during the years ending November 30, 2006 and 2007 as follows: one-half in the year ended November 30, 2006 and one-half in the year ended November 30, 2007. For purposes hereof, “Committed Expenditures” means Eligible Costs paid or contractually committed with respect to Aztar Development Projects.

(b)

Eligible Costs. Those types of fees, costs, and expenses which Aztar Indiana agrees to advance in connection with the Development Projects and which will entitle Aztar Indiana to receive Credits against Excess Percentage Rent shall include direct payment or reimbursement of all reasonable and customary fees, costs and expenses associated with feasibility studies, design, development, real estate acquisition, construction, installation and equipping of potential Development Projects, and all reasonable and customary fees, costs and charges for architects, engineers, attorneys, consultants, contractors, vendors, suppliers, surveyors, title evidence, permits, licenses and other related requirements with respect to Development Projects, and repayment of indebtedness of the City or the Commission incurred to finance any of the foregoing (“Eligible Costs”); provided, however, that with respect to Aztar Development Projects, Eligible Costs shall not include any management fees paid by Aztar Indiana to third party operators of such projects.

(c)

Project and Design Approval. In general, the nature and design of all Aztar Development Projects shall be subject to the approval of the Commission or its designated agent, who shall not unreasonably withhold consent to a design proposal of Aztar Indiana. Each such approval shall be in writing, and shall include, but otherwise be generally limited to, approval of (i) the scope of the proposed development, (ii) general aspects of the design of facilities, including elevations, and (iii) the reasonable use of the facility to assure conformity with community standards. Each such approval may also, at the direction of the Commission, set forth a listing of operations and uses that do not conform to community standards, and set forth reasonable recourse if a non-conforming operation or use is introduced within a designated period of time. The Commission or its designated agent shall control the nature and design of all General Development Projects. As part of the review and approval of Aztar Development Projects, Aztar Indiana shall provide to the City or its designated agent estimates of the Eligible Costs by general category (such as construction costs, professional costs, site acquisition, construction contingency). Prior to incurring any costs or expenses on a Development Project, Aztar Indiana and the

9

Commission shall agree upon a proposed budget for each general category of expense for such project, including a reasonable contingency for unanticipated construction costs, which will include a maximum permitted amount that will qualify as Eligible Costs pursuant to this section (the “Maximum Budget Amount”). Aztar Indiana will receive Credits only with respect to Eligible Costs that equal the lesser of (i) the Maximum Budget Amount, or (ii) the actual costs incurred (if less than the Maximum Budget Amount), for such Development Project.

(d)

Further Assurances. The Commission and Aztar Indiana agree to execute such documents and instruments, and to take such actions, as either party reasonably may require to carry out the purpose and intent of this Amendment concerning the design, development and construction of the Development Projects.

     3. Lease in Full Force and Effect. Except as expressly amended by this Amendment, the Lease shall remain unchanged and in full force and effect, as amended herein.

     4. Affirmation of Guaranty. Guarantor hereby unconditionally guarantees and promises to perform and reaffirms its obligations under the Lease, as amended by this Amendment, and acknowledges that the Guaranty secures the obligations of Aztar Indiana set forth in this Amendment, particularly with respect to the City of Evansville Capital Development Fund and the payment of the Final Balance.

     5. Third Party Approvals. This Amendment is subject to approval by any lender to Aztar Indiana or to Guarantor and by the Indiana Gaming Commission, if required.

     6. Authorization. The Parties respectively represent to one another that the execution, delivery and performance of this Amendment have been duly authorized and this Amendment constitutes the legally binding obligation of the respective Parties.

     7. Definitions. All of the capitalized terms used herein, but not defined in this Amendment, shall have the meaning set forth in the Project Agreement and the Lease.

     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment as of the day and year first above written.

AZTAR INDIANA GAMING COMPANY, LLC		AZTAR CORPORATION
By: Printed:	/s/ James L. Brown JAMES L. BROWN	By: Printed:	/s/ Robert M. Haddock Robert M. Haddock
Title:	PRESIDENT/GM	Title:	President & CFO

10

REDEVELOPMENT COMMISSION OF

THE CITY OF EVANSVILLE, INDIANA

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

11

EX-10.18(B)

Exhibit 10.18(b)

SECOND AMENDMENT TO LEASE AGREEMENT

     THIS SECOND AMENDMENT TO EVANSVILLE RIVERBOAT LANDING LEASE (“Second Amendment”) is made on August 27^th, 2003, and effective as of December 1, 2001, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

     A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment,” and collectively with the Original Lease, the “Lease”).

     B. Section 2(a)(i) of the First Amendment contemplates that in the event the Stadium Project does not proceed as the sole General Development Project, the parties shall agree in good faith on additional General Development Projects and the funding thereof, and Aztar is willing to confirm guaranteed funding commitments for additional General Development Projects, as set forth herein.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Aztar Indiana and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

     1. Additional General Development Projects. Notwithstanding whether sufficient Excess Percentage Rent has accrued, Aztar Indiana shall make available, in exchange for Credits, $10,000,000 of aggregate minimum funding for General Development Projects. Such payment obligation shall be absolute, and amounts paid shall not be subject to refund if insufficient Excess Percentage Rent ultimately accrues, but any excess Credits shall apply to reduce the balance allocated for Aztar Development Projects. Such funds shall be disbursed to the Commission upon request to pay or reimburse itself for Eligible Costs of General Development Project(s) that are due and owing or have been paid.

     2. Confirmation. The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

1

     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Second Amendment as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC
By: Printed:	/s/ James L. Brown James L. Brown	By: Printed:	/s/ Robert M. Haddock Robert M. Haddock
Title:	Pres./GM	Title:	President & CFO
REDEVELOPMENT COMMISSION OF THE
CITY OF EVANSVILLE, INDIANA
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]

2

EX-10.18(C)

Exhibit 10.18(c)

MEMORANDUM OF UNDERSTANDING

     THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on December 21, 2004, and effective as of December 1, 2004, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

     A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), and as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment,” and collectively with the Original Lease and the First Amendment, the “Lease”).

     B. Section 2.04 of the Original Lease provides that options in favor of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options at least one (1) year prior to the expiration of the Original Term or prior Extended Term, as the case may be.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Aztar Indiana and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

     1. Exercise of Option to Extend. Section 2.04 of the Original Lease is hereby amended in its entirety to read as follows:

“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices at least two hundred seventy (270) days prior to the expiration of the Original Term or prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an option to extend the term at least two hundred seventy (270) days prior to the expiration of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and

of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.”

     2. Confirmation. The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Second Amendment as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC
By: Printed:	/s/ James L. Brown James L. Brown	By: Printed:	/s/ Robert Haddock Robert Haddock
Title:	Pres./GM	Title:	Pres./CFO
REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]

EX-10.18(D)

Exhibit 10.18(d)

MEMORANDUM OF UNDERSTANDING

     THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on March 15, 2005, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

     A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), and as further amended by that certain Memorandum of Understanding made effective as of December 1, 2004 (the “MOU,” and collectively with the Original Lease, the First Amendment and the Second Amendment, the “Lease”).

     B. Section 2.04 of the Original Lease, as amended by the MOU, provides that options in favor of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options at least two hundred seventy (270) days prior to the expiration of the Original Term or prior Extended Term, as the case may be.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Aztar Indiana and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

     1. Exercise of Option to Extend. Section 2.04 of the Original Lease, as amended by the MOU, is hereby amended in its entirety to read as follows:

“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices not later than May 16, 2005, prior to the expiration of the Original Term or at least two hundred thirty-five days (235) days prior to the expiration of the prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an option to extend the term within the specified time periods

prior to the expiration of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.”

     2. Confirmation. The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Second Amendment as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC
By: Printed:	/s/ James L. Brown James L. Brown	By: Printed:	/s/ [ILLEGIBLE] [ILLEGIBLE]
Title:	President/GM	Title:	VP & TREASURER
REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]

EX-10.18(E)

Exhibit 10.18(e)

MEMORANDUM OF UNDERSTANDING

     THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on May 12, 2005, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

     A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), and as further amended by those certain Memorandums of Understanding made effective as of December 1, 2004, and March 15, 2005, respectively (the “MOUs,” and collectively with the Original Lease, the First Amendment and the Second Amendment, the “Lease”).

     B. Section 2.04 of the Original Lease, as amended by the MOUs, provides that options in favor of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options at least two hundred thirty-five (235) days prior to the expiration of the Original Term or prior Extended Term, as the case may be.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Aztar Indiana and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

     1. Exercise of Option to Extend. Section 2.04 of the Original Lease, as amended by the MOUs, is hereby amended in its entirety to read as follows:

“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices not later than June 9, 2005, prior to the expiration of the Original Term or at least two hundred five days (205) days prior to the expiration of the prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an option to extend the term within the specified time periods prior to the expiration

of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.”

     2. Confirmation. The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC
By: Printed:	/s/ James L. Brown James L. Brown	By: Printed:	/s/ [ILLEGIBLE] [ILLEGIBLE]
Title:	Pres/GM	Title:	CFO, VP & TREASURER
REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]

EX-10.18(F)

Exhibit 10.18(f)

MEMORANDUM OF UNDERSTANDING

     THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is made on June 7, 2005, by and among the City of Evansville, Indiana acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Aztar Indiana”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

     A. The Commission, Aztar Indiana and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), and as further amended by those certain Memorandums of Understanding made effective as of December 1, 2004, March 15, 2005, and May 12, 2005, respectively (the “MOUs,” and collectively with the Original Lease, the First Amendment and the Second Amendment, the “Lease”).

     B. Section 2.04 of the Original Lease, as amended by the MOUs, provides that options in favor of the Tenant to extend the terms of the Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options at least one hundred sixty-five (165) days prior to the expiration of the Original Term or prior Extended Term, as the case may be.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Aztar Indiana and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

     1. Exercise of Option to Extend. Section 2.04 of the Original Lease, as amended by the MOUs, is hereby amended in its entirety to read as follows:

“Section 2.04. Exercise of Option to Extend. The options to extend the term of this Lease shall be deemed to be automatically exercised unless Tenant shall give City notice of the relinquishment of such option and all succeeding options in the manner hereinafter specified for notices not later than July 19, 2005, prior to the expiration of the Original Term or at least one hundred sixty-five (165) days prior to the expiration of the prior Extended Term, as the case may be. The failure of Tenant to give such notice within the time limited shall cause such option to be automatically exercised and this Lease shall continue in full force and effect for the succeeding Extended Term. The giving of notice of the relinquishment of an

option to extend the term within the specified time periods prior to the expiration of the preceding term shall cause such Extended Term and any succeeding Extended Terms to lapse and become null and void and of no further force or effect, and this Lease and all rights of Tenant hereunder shall expire and terminate as of the end of the Original Term or Extended Term, as the case may be.”

     2. Confirmation. The Lease, to the extent not inconsistent with the terms hereof, is hereby confirmed.

     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC
By: Printed:	/s/ James L. Brown James L. Brown	By: Printed:	/s/ Neil Ciarfalia Neil Ciarfalia
Title:	President/GM	Title:	CFO, VP & Treasurer
REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]

EX-10.18(G)

Exhibit 10.18(g)

THIRD AMENDMENT TO LEASE AGREEMENT

     THIS THIRD AMENDMENT TO LEASE AGREEMENT (“Third Amendment”), is made on July 19, 2005, and effective as of December 1, 2005, by and among the City of Evansville, Indiana (the “City”) acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Tenant”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

     A. The Commission, Tenant and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), and as further amended by those certain Memorandums of Understanding made effective as of December 1, 2004, March 15, 2005, May 12, 2005, and June 7, 2005, respectively (the “MOUs,” and collectively with the Original Lease, the First Amendment and the Second Amendment, the “Lease”).

     B. In furtherance of the objectives of the Act and the Downtown Redevelopment Plan, and in order to induce Tenant to exercise its right and option to extend the term of the Lease for an additional term of five years from December 1, 2005 to November 30, 2010 (the “First Extended Term”), the Commission and Tenant desire to amend the Lease.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Tenant and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

     1. Grant of Options for Additional Extended Terms. Section 2.03 of the Original Lease is hereby amended in its entirety to read as follows:

“Section 2.03. The Extended Term(s). If Tenant shall comply with each of the terms, provisions and conditions of this Lease so that at the end of the First Extended Term there is no uncured Event of Default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional extended term of five (5) years (the “Second Extended Term”). If Tenant shall comply with each of the terms, provisions and commitments of this Lease so that at the end of the Second Extended Term there is no uncured event of default of Tenant hereunder, Tenant shall have the right and option to extend the term of this Lease for an additional term of five (5) years (the “Third Extended Term”).

Tenant shall have the right and option to extend the term of this Lease for four (4) additional terms of five (5) years each following the Third Extended Term, provided that there is no uncured event of default of Tenant hereunder at the end of the Third Extended Term and at end of each succeeding extended term. The Second Extended Term, the Third Extended Term and any succeeding extended term may be referred to hereinafter as the “Extended Term” or “Extended Terms”.”

     2. Rent Schedule. Section 4.01 of the Lease is hereby amended in its entirety to read as follows:

“Section 4.01. Rent Schedule. Tenant hereby agrees to pay Rental to City for each year of the Demised Term as set forth in Schedule 4.01 attached hereto (the “Rent Schedule”), which shall include a percentage of the Adjusted Gross Receipts (“AGR”) as defined in the Gambling Law (the “Percentage Rent”).”

     3. Use of Term “Lease Year”. Section 4.02 of the Lease is hereby amended in its entirety to read as follows:

“Section 4.02. Use of the Term “Lease Year”. Throughout the Demised Term, the use of the term “Year” or “Lease Year” in this Lease shall refer to a period commencing December 1 and terminating as of November 30 of the subsequent calendar year. For purposes of this Lease, the term “month” shall be determined in reference to Tenant’s fiscal year, as set forth on Schedule 4.02 attached hereto (the “Fiscal Year Schedule”), and shall not mean a calendar month.”

     4. Lease in Full Force and Effect. Except as expressly amended by this Third Amendment, the Lease shall remain unchanged and in full force and effect, as amended herein.

     5. Affirmation of Guaranty. Guarantor hereby unconditionally guarantees and promises to perform and reaffirms its obligations under the Lease, as amended by this Third Amendment, and acknowledges that the Guaranty secures the obligations of Tenant set forth in this Third Amendment.

     6. Third Party Approvals. This Amendment is subject to approval by any lender to Tenant or to Guarantor and by the Indiana Gaming Commission, if required.

     7. Authorization. The Parties respectively represent to one another that the execution, delivery and performance of this Third Amendment have been duly authorized and this Amendment constitutes the legally binding obligation of the respective Parties.

     8. Definitions. All of the capitalized terms used herein, but not defined in this Third Amendment, shall have the meaning set forth in the Project Agreement and the Lease.

2

     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Third Amendment as of the day and year first above written.

AZTAR INDIANA GAMING		AZTAR CORPORATION
COMPANY, LLC
By: Printed Name:	/s/ James L. Brown James L. Brown	By: Printed Name:	/s/ Neil Ciarfalia Neil Ciarfalia
Title:	President/GM	Title:	CFO, VP & Treasurer
REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]
/s/ [ILLEGIBLE]

3

EX-10.18(H)

Exhibit 10.18(h)

FOURTH AMENDMENT TO LEASE AGREEMENT

     THIS FOURTH AMENDMENT TO LEASE AGREEMENT (“Fourth Amendment”), is made on March         , 2006, and effective as of January 1, 2006, by and among the City of Evansville, Indiana (the “City”), acting by and through the Redevelopment Commission of the City of Evansville, Indiana, organized and operating under IC 36-7-14 (“Commission”), Aztar Indiana Gaming Company, LLC, a limited liability company, organized and existing under the laws of the State of Indiana (“Tenant”), and Aztar Corporation, a corporation organized and existing under the laws of the State of Delaware (“Guarantor”).

RECITALS

     A. The Commission, Tenant and Guarantor are the parties in interest to that certain Evansville Riverboat Landing Lease dated May 2, 1995 (the “Original Lease”), as amended by an Amendment to Lease Agreement effective December 1, 2001 (the “First Amendment”), as further amended by that certain Second Amendment to Lease Agreement dated August 27, 2003 (the “Second Amendment”), as further amended by those certain Memorandums of Understanding made effective as of December 1, 2004, March 15, 2005, May 12, 2005, and June 7, 2005, respectively (the “MOUs”), and as further amended by that certain Third Amendment to Lease Agreement effective December 1, 2005 (the “Third Amendment”) the Original Lease, the First Amendment, the Second Amendment, the MOUs and the Third Amendment, collectively, the “Lease”).

     B. The Commission and Tenant desire to amend the Lease in order to reflect Tenant’s change of its fiscal year to a calendar year, effective January 1, 2006, by deleting reference to the Fiscal Year Schedule.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Commission, Tenant and the Guarantor agree to amend the Lease as follows. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.

     1. Use of Term “Lease Year”. Section 4.02 of the Lease is hereby amended in its entirety to read as follows:

“Section 4.02. Use of the Term “Lease Year”. Throughout the Demised Term, the use of the term “Year” or “Lease Year” in this Lease shall refer to a period commencing December 1 and terminating as of November 30 of the subsequent calendar year. For purposes of this Lease, the term “month” shall mean a calendar month.”

     2. Lease in Full Force and Effect. Except as expressly amended by this Fourth Amendment, the Lease shall remain unchanged and in full force and effect, as amended herein.

     3. Affirmation of Guaranty. Guarantor hereby unconditionally guarantees and promises to perform and reaffirms its obligations under the Lease, as amended by this Fourth Amendment.

     4. Third Party Approvals. This Fourth Amendment is subject to approval by any lender to Tenant or to Guarantor and by the Indiana Gaming Commission, if required.

     5. Authorization. The Parties respectively represent to one another that the execution, delivery and performance of this Fourth Amendment have been duly authorized and this Fourth Amendment constitutes the legally binding obligation of the respective Parties.

     6. Definitions. All of the capitalized terms used herein, but not defined in this Fourth Amendment, shall have the meaning set forth in the Project Agreement and the Lease.

     IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Fourth Amendment as of the day and year first above written.

AZTAR INDIANA GAMING	AZTAR CORPORATION
COMPANY, LLC
By:	By:
Printed Name:	Printed Name:
Title:	Title:
REDEVELOPMENT COMMISSION OF
THE CITY OF EVANSVILLE, INDIANA

2

EX-10.19

EXHIBIT 10.19

12/01/92 SOG(BY)

LEASE

SFERS REAL ESTATE CORP., S LIMITED PARTNERSHIP,
an Arizona limited partnership

Landlord

AZTAR CORPORATION
a Delaware corporation

Tenant

TABLE OF CONTENTS

	ARTICLE	PAGE
1.	USE AND RESTRICTIONS ON USE		1
2.	TERM		1
3.	RENT		2
4.	RENT ADJUSTMENT		2
5.	SECURITY DEPOSIT		4
6.	ALTERATIONS		4
7.	REPAIR		5
8.	LIENS		5
9.	ASSIGNMENT AND SUBLETTING		5
10.	INDEMNIFICATION		7
11.	INSURANCE		7
12.	WAIVER OF SUBROGATION		8
13.	SERVICES AND UTILITIES		8
14.	HOLDING OVER		9
15.	SUBORDINATION		9
16.	RULES AND REGULATIONS		9
17.	REENTRY BY LANDLORD		9
18.	DEFAULT		10
19.	REMEDIES		10
20.	TENANT’S BANKRUPTCY OR INSOLVENCY		13
21.	QUIET ENJOYMENT		13
22.	DAMAGE BY FIRE, ETC.		13
23.	EMINENT DOMAIN		14
24.	SALE BY LANDLORD		15
25.	ESTOPPEL CERTIFICATES		15
26.	SURRENDER OF PREMISES		15
27.	NOTICES		16
28.	TAXES PAYABLE BY TENANT		16
29.	RELOCATION OF TENANT		16
30.	DEFINED TERMS AND HEADINGS		16
31.	TENANT’S AUTHORITY		17
32.	COMMISSIONS		17
33.	TIME AND APPLICABLE LAW		17
34.	SUCCESSORS AND ASSIGNS		17
35.	ENTIRE AGREEMENT		17
36.	EXAMINATION NOT OPTION		17
37.	RECORDATION		17
38.	LIMITATION OF LANDLORD’S LIABILITY		17
39.	RENTAL SCHEDULE		17
40.	PARKING		18
	EXHIBIT A — PREMISES
	EXHIBIT B — INITIAL ALTERATIONS
	EXHIBIT C — RULES AND REGULATIONS

REFERENCE PAGE

Lease # 11

BUILDING:	BILTMORE FINANCIAL CENTER I
LANDLORD:	SFERS Real Estate Corp., S Limited Partnership, an Arizona limited partnership
LANDLORD’S ADDRESS:	2201 East Camelback Road, Suite 230B Phoenix, AZ 85016
LEASE REFERENCE DATE:	August 25, 1997
TENANT:	Aztar Corporation, a Delaware corporation
TENANTS ADDRESS:	2390 East Camelback Road, Suite 400 Phoenix, AZ 85016
PREMISES IDENTIFICATION:	2390 East Camelback Road, Suite 400 Phoenix, AZ 85016 (for outline of Premises see Exhibit A)
PREMISES RENTABLE AREA:	approximately 13,058 sq. ft.
USE:	General Office
SCHEDULED COMMENCEMENT DATE:	February 15, 1998
TERMINATION DATE:	February 14, 2001
TERM OF LEASE:	3 years, 0 months and 0 days beginning on the Commencement Date and ending on the Termination Date (unless sooner terminated pursuant to the Lease)
INITIAL ANNUAL RENT (Article 3):	$303,598.56
INITIAL MONTHLY INSTALLMENT OF ANNUAL RENT (Article 3):	$25,299.88
BASE YEAR (DIRECT EXPENSES):	1998
BASE YEAR (TAXES):	1998
TENANT’S PROPORTIONATE SHARE:	6.37%, consisting of the ratio that the rentable area of the Premises bears to the rentable area of the Building which is currently 204,920 sf.
SECURITY DEPOSIT:	$0
ASSIGNMENT/ SUBLETTING FEE:	$500
REAL ESTATE BROKER DUE COMMISSION:	RREEF Management Company

The Reference Page information is incorporated into and made a party of the Lease. In the event of any conflict between any Reference Page information and the Lease, the Lease shall control. This Lease includes Exhibits A through C, all of which are made a part of this Lease.

LANDLORD:		TENANT:
SFERS REAL ESTATE CORP., S LIMITED		Aztar Corporation,
PARTNERSHIP,		a Delaware corporation
an Arizona limited partnership
By:	RREEF MANAGEMENT COMPANY, a California corporation
By:	/s/ Rosemary Orsi	By:	/s/ Ned Armstrong
	Rosemary Orsi		Ned Armstrong
Title:	Vice President/District Manager	Title:	Vice President, Administration
Date:	11/11/97	Date:	11/10/97
By:	/s/ Steven N. Backer
	Steven N. Backer
Title:	Senior Vice President/Director of Properties
Date:	11/14/97

LEASE

     By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Page. The Reference Page, including all terms defined thereon, is incorporated as part of this Lease.

1. USE AND RESTRICTIONS ON USE.

     1.1 The Premises are be used solely for general office purposes. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure, annoy, or disturb them or allow the Premises to be used for any improper, immoral, unlawful, or objectionable purpose. Tenant shall not do, permit or suffer in, on or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained, or the commission of any waste. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in or upon, or in connection with, the Premises, all at Tenant’s sole expense. Tenant acknowledges that the Building and the Premises are subject to Declaration of Covenants, Conditions, Restrictions, Assessments, Changes, Lien, Reservation and Easement recorded in the Office of the Maricopa County Recorder at Document No. 87-465067, together with any amendments thereto (“CC&R”). Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof.

     1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, and subject to Landlord’s prior consent, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent customary and necessary for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 30) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2.

2. TERM.

     2.1 The Term of this Lease shall begin on the date (“Commencement Date”) which shall be the later of the Scheduled Commencement Date as shown on the Reference Page and the date that Landlord shall tender possession of the Premises to Tenant. Landlord shall tender possession of the Premises with all the work, if any, to be performed by Landlord pursuant to Exhibit B to this Lease substantially completed. Tenant shall deliver a punch list of items not completed within 30 days after Landlord tenders possession of the Premises and Landlord agrees to proceed with due diligence to perform its obligations regarding such items. Landlord and Tenant shall execute a memorandum setting forth the actual Commencement Date and Termination Date, if different from the dates set forth on the Reference Page.

     2.2 Tenant agrees that in the event of the inability of Landlord to deliver possession of the Premises on the Scheduled Commencement Date, Landlord shall not be liable for any

1

damage resulting from such inability, but Tenant shall not be liable for any rent until the time when Landlord can, after notice to Tenant, deliver possession of the Premises to Tenant. No such failure to give possession on the Scheduled Commencement Date shall affect the other obligations of Tenant under this Lease, except that if Landlord is unable to deliver possession of the Premises within one hundred twenty (120) days of the Scheduled Commencement Date (other than as a result of strikes, shortages of materials or similar matters beyond the reasonable control of Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the option to terminate this Lease unless said delay is as a result of: (a) Tenant’s failure to agree to plans and specifications; (b) Tenant’s request for materials, finishes or installations other than Landlord’s standard except those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant’s change in any plans or specifications; or (d) performance or completion by a party employed by Tenant. If any delay is the result of any of the foregoing, the Commencement Date and the payment of rent under this Lease shall be accelerated by the number of days of such delay.

     2.3 In the event Landlord shall permit Tenant to occupy the Premises prior to the Commencement Date, such occupancy shall be subject to all the provisions of this Lease. Said early possession shall not advance the Termination Date.

3. RENT.

     3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time to time by paying the Monthly Installment of Rent then in effect on or before the first day of each full calendar month during the Term. The Monthly Installment of Rent in effect at any time shall be one-twelfth of the Annual Rent in effect at such time. Rent for any period during the Term which is less than a full month shall be a prorated portion of the Monthly Installment of Rent based upon a thirty (30) day month. Said rent shall be paid to Landlord, without deduction or offset and without notice or demand, at the Landlord’s address, as set forth on the Reference Page, or to such other person or at such other place as Landlord may from time to time designate in writing.

     SEE “ARTICLE 39”

     If the Commencement Date occurs on a date other than the Scheduled Commencement Date set forth on the Reference Page, all of the dates in the foregoing table shall be adjusted accordingly.

     3.3 Tenant recognizes that late payment of any rent or other sum due under this Lease will result in administrative expense to Landlord, the extent of which additional expense is extremely difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any other sum is not paid when due and payable pursuant to this Lease, a late charge shall be imposed in an amount equal to the greater of: (a) Fifty Dollars ($50.00), or (b) a sum equal to five percent (5%) per month of the unpaid rent or other payment. The amount of the late charge to be paid by Tenant shall be reassessed and added to Tenant’s obligation for each successive monthly period until paid. The provisions of this Section 3.3 in no way relieve Tenant of the obligation to pay rent or other payments on or before the date on which they are due, nor do the terms of this Section 3.3 in any way affect Landlord’s remedies pursuant to Article 19 of this Lease in the event said rent or other payment is unpaid after date due.

4. RENT ADJUSTMENTS.

     4.1 For the purpose of this Article 4, the following terms are defined as follows:

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          4.1.1 Lease Year: Each calendar year falling partly or wholly within the Term.

          4.1.2 Direct Expenses: All direct costs of operation, maintenance, repair and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2. for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; association fees and charges assessed Landlord pursuant to the CC&R; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste disposal; the cost of janitorial services; the cost of security and alarm services; window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment other than capital items; current rental and leasing costs of items which would be amortizable capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing commissions, interest expenses on long-term borrowings, advertising costs or management salaries for executive personnel other than personnel located at the Building. In addition, Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed. All such costs shall be amortized over the reasonable life of such improvements in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the prime lending rate announced from time to time as such by The Northern Trust Company of Chicago, Illinois.

          4.1.3 Taxes: Real estate taxes and any other taxes, charges and assessments which are levied with respect to the Building or the land appurtenant to the Building, or with respect to any improvements, fixtures and equipment or other property of Landlord, real or personal, located in the Building and used in connection with the operation of the Building and said land, any payments to any ground lessor in reimbursement of tax payments made by such lessor; and all fees, expenses and costs incurred by Landlord in investigating, protesting, contesting or in any way seeking to reduce or avoid increase in any assessments, levies or the tax rate pertaining to any Taxes to be paid by Landlord in any Lease Year. Taxes shall not include any corporate franchise, or estate, inheritance of net income tax, or tax imposed upon any transfer by Landlord of its interest in this Lease or the Building.

     4.2 If in any Lease Year (i) Direct Expenses paid or incurred shall exceed Direct Expenses paid or incurred in the Base Year (Direct Expenses) and/or (ii) Taxes paid or incurred by Landlord in any Lease Year shall exceed the amount of such Taxes which became due and payable in the Base Year (Taxes), Tenant shall pay as additional rent for such Lease Year Tenant’s Proportionate Share of such excess.

     4.3 The annual determination of Direct Expenses shall be made by Landlord and if certified by a nationally recognized firm of public accountants selected by Landlord shall be binding upon Landlord and Tenant. Tenant may review the books and records supporting such determination in the office of Landlord, or Landlord’s agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such determination, but in no event more often that once in any one year period. In the event that during all or any portion of any Lease Year, the Building is not fully rented and occupied Landlord may make any appropriate adjustment in occupancy-related Direct Expenses for such year for the purpose of avoiding distortion of the amount of such Direct Expenses to be attributed to Tenant by reason of variation in total occupancy of the Building, by employing sound accounting and management principles to determine Direct Expenses that would have been paid or incurred by Landlord had the Building been fully rented and occupied, and the amount so determined shall be deemed to have been Direct Expenses for such Lease Year.

     4.4 Prior to the actual determination thereof for a Lease Year, Landlord may from time to time estimate Tenant’s liability for Direct Expenses and/or Taxes under Section 4.2,

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Article 6 and Article 28 for the Lease Year or portion thereof. Landlord will give Tenant written notification of the amount of such estimate and the Tenant agrees that it will pay, by increase of its Monthly Installments of Rent due in such Lease Year, additional rent in the amount of such estimate. Any such increased rate of Monthly Installments of Rent pursuant to this Section 4.4 shall remain in effect until further written notification to Tenant pursuant hereto.

     4.5 When the above mentioned actual determination of Tenant’s liability for Direct Expenses and/or Taxes is made for any Lease Year and when Tenant is so notified in writing, then:

          4.5.1 If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Direct Expenses and/or Taxes for the Lease Year is less than Tenant’s liability for Direct Expenses and/or Taxes, then Tenant shall pay such deficiency to Landlord as additional rent in one lump sum within thirty (30) days of receipt of Landlord’s bill therefor; and

          4.5.2 If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Direct Expenses and/or Taxes for the Lease Year is more than Tenant’s liability for Direct Expenses and/or Taxes, then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 4. Tenant shall not be entitled to a credit by reason of actual Direct Expenses and/or Taxes in any Lease Year being less than Direct Expenses and/or Taxes in the Base Year (Direct Expenses and/or Taxes).

     4.6 If the Commencement Date is other than January 1 or if the Termination Date is other than December 31, Tenant’s liability for Direct Expenses and Taxes for the Lease Year in which said Date occurs shall be prorated based upon a three hundred sixty-five (365) day year.

5. SECURITY DEPOSIT.

6. ALTERATIONS.

     6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, Tenant shall not make or suffer to be made any alterations, additions, or improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by Article 7, without the prior written consent of Landlord. When applying for such consent, Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements.

     6.2 In the event Landlord consents to the making of any such alteration, addition, or improvement by Tenant, the same shall be made using Landlord’s contractor (unless Landlord agrees otherwise) at Tenant’s sole cost and expense. If Tenant shall employ any Contractor other than Landlord’s Contractor and such other Contractor or any Subcontractor of such other Contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours, terms or conditions of the employment of such labor. In any event Landlord may charge Tenant a reasonable charge to cover its overhead as it relates to such proposed work.

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     6.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all government laws, ordinances, rules and regulations and Tenant shall, prior to construction, provide the additional insurance required under Article 11 in such case, and also all such assurances to Landlord, including but not limited to, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance as Landlord shall require to assure payment of the costs thereof and protect Landlord and the Building and appurtenant land against any loss from any mechanic’s materialmen’s or other liens. Tenant shall pay in addition to any sums due pursuant to Article 4, any increase in real estate taxes attributable to any such alteration, addition or improvement for so long, during the Term, as such increase is ascertainable; at Landlord’s election said sums shall be paid in the same way as sums due under Article 4.

     6.4 All alterations, additions, and improvements in, on, or to the Premises made or installed by Tenant, including carpeting, shall be and remain the property of Tenant during the Term but, excepting furniture, furnishings, moveable partitions of less than full height from floor to ceiling and other trade fixtures, shall become a part of the realty and belong to Landlord without compensation to Tenant upon the expiration or sooner termination of the Term, at which time title shall pass to Landlord under this Lease as by a bill of sale, unless Landlord elects otherwise. Upon such election by Landlord, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith and with all due diligence remove any such alterations, additions or improvements which are designated by Landlord to be removed, and Tenant shall forthwith and with all due diligence, at its sole cost and expense, repair and restore the Premises to their original condition, reasonable wear and tear and damage by fire or other casualty excepted.

7. REPAIR.

     7.1 Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises, except as specified in Exhibit B if attached to this Lease and except that Landlord shall repair and maintain the structural portions of the Building, including the basic plumbing, air conditioning, heating and electrical systems installed or furnished by Landlord. By taking possession of the Premises, Tenant accepts them as being in good order, condition and repair and in the condition in which Landlord is obligated to deliver them. It is hereby understood and agreed that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except as specifically set forth in this Lease.

     7.2 Tenant shall, at all times during the Term, keep the Premises in good condition and repair excepting damage by fire, or other casualty, and in compliance with all applicable governmental laws, ordinances and regulations, promptly complying with all governmental orders and directives for the correction, prevention and abatement of any violations or nuisances in or upon, or connected with, the Premises, all at Tenant’s sole expense.

     7.3 Except as provided in Article 22, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or to fixtures, appurtenances and equipment in the Building. Except to the extent, if any, prohibited by law, Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect.

8. LIENS.

Tenant shall keep the Premises, the Building and appurtenant land and Tenant’s leasehold interest in the Premises free from any liens arising out of any services, work or materials performed, furnished, or contracted for by Tenant, or obligations incurred by Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, either cause the same to be released of record or provide Landlord with insurance against the same issued by a major title insurance company or such other protection against the same as Landlord shall accept, Landlord shall have the right to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith shall be considered additional rent and shall be payable to it by Tenant on demand.

9. ASSIGNMENTS AND SUBLETTING.

     9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy without the prior written consent of Landlord, and

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said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least ninety (90) days but no more than one hundred eighty (180) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee.

     9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant’s obligations under this Lease.

     9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice within sixty (60) days following Landlord’s receipt of Tenant’s written notice as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall abate proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this Lease, and any commissions which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant.

     9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to one hundred percent (100%) of any Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith.

     9.5 Notwithstanding any other provision hereof, Tenant shall have no right to make (and Landlord shall have the absolute right to refuse consent to) any assignment of this Lease or sublease of any portion of the Premises if at the time of either Tenant’s notice of the proposed assignment or sublease or the proposed commencement date thereof, there shall exist any uncured default of Tenant or matter which will become a default of Tenant with passage of time unless cured, or if the proposed assignee or sublessee is an entity: (a) with which Landlord is already in negotiation as evidenced by the issuance of a written proposal; (b) is already an occupant of the Building unless Landlord is unable to provide the amount of space required by such occupant; (c) is a governmental agency; (d) is incompatible with the character of occupancy of the Building; or (e) would subject to the Premises to a use which would: (i) involve increased personnel or wear upon the Building; (ii) violate any exclusive right granted to another tenant of the Building; (iii) require any addition to or modification of the Premises or the Building in order to comply with building code or other governmental requirements; or (iv) involve a violation of Section 1.2. Tenant expressly agrees that Landlord shall have the absolute right to refuse consent to any such assignment or sublease and that for the purposes of any statutory or other requirement of reasonableness on the part of Landlord such refusal shall be reasonable.

     9.6 Upon any request to assign or sublet, Tenant will pay to Landlord the Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord’s costs, including attorney’s fees, incurred in investigating and considering any proposed or purported assignment

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or pledge of this Lease or sublease of any of the Premises, regardless of whether Landlord shall consent to, refuse consent, or determine that Landlord’s consent is not required for, such assignment, pledge or sublease. Any purported sale, assignment, mortgage, transfer of this Lease or subletting which does not comply with the provisions of this Article 9 shall be void.

     9.7 If Tenant is a corporation, partnership or trust, any transfer or transfers of or change or changes within any twelve month period in the number of the outstanding voting shares of the corporation, the general partnership interests in the partnership or the identity of the persons or entities controlling the activities of such partnership or trust resulting in the persons or entities owning or controlling a majority of such shares, partnership interests or activities of such partnership or trust at the beginning of such period no longer having such ownership or control shall be regarded as equivalent to an assignment of this Lease to the persons or entities acquiring such ownership or control and shall be subject to all the provisions of this Article 9 to the same extent and for all intents and purposes as though such were an assignment.

10. INDEMNIFICATION.

None of the Landlord Entities shall be liable and Tenant hereby waives all claims against them for any damage to any property or any injury to any person in or about the Premises or the Building by or from any cause whatsoever (including without limiting the foregoing, rain or water leakage of any character from the roof, windows, walls, basement, pipes, plumbing works or appliances, the Building not being in good condition or repair, gas, fire, oil, electricity or theft), except to the extent caused by or arising from the gross negligence or willful misconduct of Landlord or its agents, employees or contractors. Tenant shall protect, indemnify and holder the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of (a) any damage to any property (including but not limited to property of any Landlord Entity) or any injury (including but not limited to death) to any person occurring in, on or about the Premises or the Building to the extent that such injury or damage shall be caused by or arise from any actual or alleged act, neglect, fault, or omission by or of Tenant, its agents, servants, employees, invitees, or visitors to meet any standard imposed by any duty with respect to the injury or damage; (b) the conduct or management of any work or thing whatsoever done by the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises; (c) Tenant’s failure to comply with any and all governmental laws, ordinances and regulations applicable to the condition or use of the Premises or its occupancy; or (d) any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to this Lease. The provisions of this Article shall survive the termination of this Lease with respect to any claims or liability accruing prior to such termination.

11. INSURANCE.

     11.1 Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or policies to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any accident occurring in or upon the Premises (including balconies) with a limit of not less than $1,000,000.00 per occurrence and not less than $2,000,000.00 in the annual aggregate, or such larger amount as Landlord may prudently require from time to time, covering bodily injury and property damage liability and $1,000,000.00 products/completed operations aggregate; (b) Business Auto Liability insurance covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000.00 per accident; (c) insurance protecting against liability under Worker’s Compensation Laws with limits at least as required by statute; (d) Employer’s Liability with limits of $500,000 each accident, $500,000 disease policy limit, $500,000 disease — each employee; (e) All Risk or Special Form coverage protecting Tenant against loss of or damage to Tenant’s alterations, additions, improvements, carpeting, flood coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or about the Premises to the full replacement value of the property so insured; and (f) Business Interruption Insurance with limit of liability representing loss of at least approximately six months of income.

     11.2 Each of the aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the Landlord and the building management company as additional insureds currently as follows: SFERS REAL ESTATE CORP., S LIMITED PARTNERSHIP, an Arizona limited partnership and RREEF MANAGEMENT COMPANY, a California corporation; (c) be issued by an insurance company with a minimum Best’s rating of “A:VII” during the Term; and (d) provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-payment of premium) shall have been given to Landlord; and said policy or policies or certificates thereof shall be delivered to Landlord by Tenant upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance.

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     11.3 Whenever Tenant shall undertake any alterations, additions or improvements in, to or about the Premises (“Work”) the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in connection with such Work, without limitation including liability under any applicable structural work act, and such other insurance as Landlord shall require; and the policies of or certificates evidencing such insurance must be delivered to Landlord prior to the commencement of any such Work.

12. WAIVER OF SUBROGATION.

So long as their respective insurers so permit, Tenant and Landlord hereby mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage, All Risks or other insurance now or hereafter existing for the benefit of the respective party but only to the extent of the net insurance proceeds payable under such policies. Each party shall obtain any special endorsements required by their insurer to evidence compliance with the aforementioned waiver.

13. SERVICES AND UTILITIES.

     13.1 Provided Tenant shall not be in default under this Lease, and subject to the other provisions of this Lease, Landlord agrees to furnish to the Premises during ordinary business hours on generally recognized business days (but exclusive in any event of Sundays and legal holidays), the following services and utilities subject to the rules and regulations of the Building prescribed from time to time; (a) water suitable for normal office use of the Premises; (b) heat and air conditioning required in Landlord’s judgment for the use and occupation of the Premises between 7:00 a.m. and 6:00 p.m. Monday through Friday, and between 8:00 a.m. and 12:00 noon on Saturdays, except legal holidays observed by the federal government; (c) cleaning and janitorial service; (d) elevator service by nonattended automatic elevators; (e) such window washing as may from time to time in Landlord’s judgment be reasonably required; and, (f) equipment to bring to Tenant’s meter, electricity for lighting, convenience outlets and other normal office use. To the extent that Tenant is not billed directly by a public utility, Tenant shall pay, upon demand, as additional rent, for all electricity used by Tenant in the Premises. The charge shall be at the rates charged for such services by the local public utility. Landlord shall not be liable for, and Tenant shall not be entitled to, any abatement or reduction of rental by reason of Landlord’s failure to furnish any of the foregoing, unless such failure shall persist for an unreasonable time after written notice of such failure is given to Landlord by Tenant and provided further that Landlord shall not be liable when such failure is caused by accident, breakage, repairs, labor disputes of any character, energy usage restrictions or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall use reasonable efforts to remedy any interruption in the furnishing of services and utilities.

     13.2 Should Tenant require any additional work or service, as described above, including services furnished outside ordinary business hours specified above, Landlord may, on terms to be agreed, upon reasonable advance notice by Tenant, furnish such additional service and Tenant agrees to pay Landlord such charges as Landlord has set and may change periodically, including any tax imposed thereon, but in no event at a charge less than Landlord’s actual cost plus overhead for such additional service and, where appropriate, a reasonable allowance for depreciation of any systems being used to provide such service.

     13.2 Wherever heat-generating machines or equipment are used by Tenant in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install supplementary air conditioning units in or for the benefit of the Premises and the cost thereof, including the cost of installation and the cost of operations and maintenance, shall be paid by Tenant to Landlord upon demand as such additional rent.

     13.3 Tenant will not, without the written consent of Landlord, use any apparatus or device in the Premises, including but not limited to, electronic data processing machines and machines using current in excess of 200 watts or 110 volts, which will in any way increase the amount of electricity or water usually furnished or supplied for use of the Premises for normal office use, nor connect with electric current, except through existing electrical outlets in the Premises, or water pipes, any apparatus or device for the purposes of using electrical current or water. If Tenant shall require water or electric current in excess of that usually furnished or supplied for use of the Premises as normal office use, Tenant shall procure the prior written consent of Landlord for the use thereof, which Landlord may refuse, and if Landlord does consent, Landlord may cause a water meter or electric current meter to be installed so as to measure the amount of such excess water and electric current. The cost of any such meters shall be paid for by Tenant. Tenant agrees to pay as additional rent to Landlord promptly upon demand therefor, the cost of all such excess water and electric current consumed (as shown by said meters, if any, or, if none, as reasonably estimated by Landlord) at the rates charged for

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such services by the local public utility or agency, as the case may be, furnishing the same, plus any additional expense incurred in keeping account of the water and electric current so consumed.

14. HOLDING OVER.

Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part of them after termination of this Lease by lapse of time or otherwise at the rate (“Holdover Rate”) which shall be 150% of the greater of: (a) the amount of the Annual Rent for the last period prior to the date of such termination plus all Rent Adjustments under Article 4; and, (b) the then market rental value of the Premises as determined by Landlord assuming a new lease of the Premises of the then usual duration and other terms, in either case prorated on a daily basis, and also pay all damages sustained by Landlord by reason of such retention. If Landlord gives notice to Tenant of Landlord’s election to that effect, such holding over shall constitute renewal of this Lease for a period from month to month or one year, whichever shall be specified in such notice, in either case at the Holdover Rate, but if the Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder after such termination; and instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have been created. In any event, no provision of this Article 14 shall be deemed to waive Landlord’s right of reentry or any other right under this Lease or at law.

15. SUBORDINATION.

Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to ground or underlying leases, the CC&R, and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord’s interest or estate in the Building, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant’s interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord.

16. RULES AND REGULATIONS.

Tenant shall faithfully observe and comply with all the rules and regulations as set forth in Exhibit C to this Lease and all reasonable modifications of and additions to them from time to time put into effect by Landlord. Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Building of any such rules and regulations.

17. REENTRY BY LANDLORD.

     17.1 Landlord reserves and shall at all times have the right to re-enter the Premises to inspect the same, to supply janitor service and any other service to be provided by Landlord to Tenant under this Lease, to show said Premises to prospective purchasers, mortgagees or tenants, and to alter, improve or repair the Premises and any portion of the Building, without abatement of rent, and may for that purpose erect, use and maintain scaffolding, pipes, conduits and other necessary structures and open any wall, ceiling or floor in and through the Building and Premises where reasonably required by the character of the work to be performed, provided entrance to the Premises shall not be blocked thereby, and further provided that the business of Tenant shall not be interfered with unreasonably.

     17.2 Landlord shall have the right at any time to change the arrangement and/or locations of entrances, or passageways, doors and doorways, and corridors, windows, balconies, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. In the event that Landlord damages any portion of any wall or wall covering, ceiling, or floor or floor covering within the Premises, Landlord shall repair or replace the damaged portion to match the original as nearly as commercially reasonable but shall not be required to repair or replace more than the portion actually damaged.

     17.3 Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned by any action of Landlord authorized by this Article

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17. Tenant agrees to reimburse Landlord, on demand, as additional rent, for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease.

     17.4 For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance), and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency to obtain entry to any portion of the Premises. As to any portion to which access cannot be had by means of a key or keys in Landlord’s possession, Landlord is authorized to gain access by such means as Landlord shall elect and the cost of repairing any damage occurring in doing so shall be borne by Tenant and paid to Landlord as additional rent upon demand.

18. DEFAULT.

     18.1 Except as otherwise provided in Article 20, the following events shall be deemed to be Events of Default under this Lease:

          18.1.1 Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord under this Lease, whether such sum be any installment of the rent reserved by this Lease, any other amount treated as additional rent under this Lease, or any other payment or reimbursement to Landlord required by this Lease, whether or not treated as additional rent under this Lease, and such failure shall continue for a period of five days after written notice that such payment was not made when due, but if any such notice shall be given, for the twelve month period commencing with the date of such notice, the failure to pay within five days after due any additional sum of money becoming due to be paid to Landlord under this Lease during such period shall be an Event of Default, without notice.

          18.1.2 Tenant shall fail to comply with any term, provision or covenant of this Lease which is not provided for in another Section of this Article and shall not cure such failure within twenty (20) days (forthwith, if the failure involves a hazardous condition) after written notice of such failure to Tenant.

          18.1.3 Tenant shall fail to vacate the Premises immediately upon termination of this Lease, by lapse of time or otherwise, or upon termination of Tenant’s right to possession only.

          18.1.4 Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof.

          18.1.5 A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof.

19. REMEDIES.

     19.1 Except as otherwise provided in Article 20, upon the occurrence of any of the Events of Default described or referred to in Article 18, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever, concurrently or consecutively and not alternatively:

          19.1.1 Landlord may, at its election, terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease.

          19.1.2 Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination of Tenant’s right to possession without termination of the Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and Tenant hereby grants to Landlord full and free license to enter into and upon the Premises in such event and to repossess Landlord of the Premises as of Landlord’s former estate and to expel or remove Tenant and any others who may be occupying

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or be within the Premises and to remove Tenant’s signs and other evidence of tenancy and all other property of Tenant therefrom without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without incurring any liability for any damage resulting therefrom, Tenant waiving any right to claim damages for such reentry and expulsion, and without relinquishing Landlord’s right to rent or any other right given to Landlord under this Lease or by operation of law.

          19.1.3 Upon any termination of this Lease, whether by lapse of time or otherwise, Landlord shall be entitled to recover as damages, all rent, including any amounts treated as additional rent under this Lease, and other sums due and payable by Tenant on the date of termination, plus as liquidated damages and not as a penalty, an amount equal to the sum of: (a) an amount equal to the then present value of the rent reserved in this Lease for the residue of the stated Term of this Lease including any amounts treated as additional rent under this Lease and all other sums provided in this Lease to be paid by Tenant, minus the fair rental value of the Premises for such residue; (b) the value of the time and expense necessary to obtain a replacement tenant or tenants, and the estimated expenses described in Section 19.1.4 relating to recovery of the Premises, preparation for reletting and for reletting itself; and (c) the cost of performing any other covenants which would have otherwise been performed by Tenant.

          19.1.4 Upon any termination of Tenant’s right to possession only without termination of the Lease:

               19.1.4.1 Neither such termination of Tenant’s right to possession nor Landlord’s taking and holding possession thereof as provided in Section 19.1.2 shall terminate the Lease or release Tenant, in whole or in part, from any obligation, including Tenant’s obligation to pay the rent, including any amounts treated as additional rent, under this Lease for the full Term, and if Landlord so elects Tenant shall pay forthwith to Landlord the sum equal to the entire amount of the rent, including any amounts treated as additional rent under this Lease, for the remainder of the Term plus any other sums provided in this Lease to be paid by Tenant for the remainder of the Term.

               19.1.4.2 Landlord may, but need not, relet the Premises or any part thereof for such rent and upon such terms as Landlord, in its sole discretion, shall determine (including the right to relet the premises for a greater or lesser term than that remaining under this Lease, the right to relet the Premises as a part of a larger area, and the right to change the character or use made of the Premises). In connection with or in preparation for any reletting, Landlord may, but shall not be required to, make repairs, alterations and additions in or to the Premises and redecorate the same to the extent Landlord deems necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord’s expenses of reletting, including, without limitation, any commission incurred by Landlord. If Landlord decides to relet the Premises or a duty to relet is imposed upon Landlord by law, Landlord and Tenant agree that nevertheless Landlord shall at most be required to use only the same efforts Landlord then uses to lease premises in the Building generally and that in any case that Landlord shall not be required to give any preference or priority to the showing or leasing of the Premises over any other space that Landlord may be leasing or have available and may place a suitable prospective tenant in any such other space regardless of when such other space becomes available. Landlord shall not be required to observe any instruction given by Tenant about any reletting or accept any tenant offered by Tenant unless such offered tenant has a credit-worthiness acceptable to Landlord and leases the entire Premises upon terms and conditions including a rate of rent (after giving effect to all expenditures by Landlord for tenant improvements, broker’s commissions and other leasing costs) all no less favorable to Landlord than as called for in this Lease, nor shall Landlord be required to make or permit any assignment or sublease for more than the current term or which Landlord would not be required to permit under the provisions of Article 9.

               19.1.4.3 Until such time as Landlord shall elect to terminate the Lease and shall thereupon be entitled to recover the amounts specified in such case in Section 19.1.3, Tenant shall pay to Landlord upon demand the full amount of all rent, including any amounts treated as additional rent under this Lease and other sums reserved in this Lease for the remaining Term, together with the costs of repairs, alterations, additions, redecorating and Landlord’s expenses of reletting and the collection of the rent accruing therefrom (including attorney’s fees and broker’s commissions), as the same shall then be due or become due from time to time, less only such consideration as Landlord may have received from any reletting of the Premises; and Tenant agrees that Landlord may file suits from time to time to recover any sums falling due under this Article 19 as they become due. Any proceeds of reletting by Landlord in excess of the amount then owed by Tenant to Landlord from time to time shall be credited against Tenant’s future obligations under this Lease but shall not otherwise be refunded to Tenant or inure to Tenant’s benefit.

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     19.2 Landlord may, at Landlord’s option, enter into and upon the Premises if Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain, repair or replace anything for which Tenant is responsible under this Lease and correct the same, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Tenant’s business resulting therefrom. If Tenant shall have vacated the Premises, Landlord may at Landlord’s option re-enter the Premises at any time during the last six months of the then current Term of this Lease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Premises as Landlord shall elect, all without any abatement of any of the rent otherwise to be paid by Tenant under this Lease.

     19.3 If, on account of any breach or default by Tenant in Tenant’s obligations under the terms and conditions of this Lease, it shall become necessary or appropriate for Landlord to employ or consult with an attorney concerning or to enforce or defend any of Landlord’s rights or remedies arising under this Lease, Tenant agrees to pay all Landlord’s attorney’s fees so incurred. Tenant expressly waives any right to: (a) trial by jury; and (b) service of any notice required by any present or future law or ordinance applicable to landlords or tenants but not required by the terms of this Lease.

     19.4 Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided in this Lease or any other remedies provided by law (all such remedies being cumulative), nor shall pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants contained in this Lease.

     19.5 No act or thing done by Landlord or its agents during the Term shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or accept a surrender of said Premises shall be valid, unless in writing signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants contained in this Lease shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants contained in this Lease. Landlord’s acceptance of the payment of rental or other payments after the occurrence of an Event of Default shall not be construed as a waiver of such Default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies provided in this Lease upon an Event of Default shall not be deemed or construed to constitute a waiver of such Default or of Landlord’s right to enforce any such remedies with respect to such Default or any subsequent Default.

     19.6 To secure the payment of all rentals and other sums of money becoming due from Tenant under this Lease, Landlord shall have and Tenant grants to Landlord a first lien upon the leasehold interest of Tenant under this Lease, which lien may be enforced in equity, and a continuing security interest upon all goods, wares, equipment, fixtures, furniture, inventory, accounts, contract rights, chattel paper and other personal property of Tenant situated on the Premises, and such property shall not be removed therefrom without the consent of Landlord until all arrearages in rent as well as any and all other sums of money then due to Landlord under this Lease shall first have been paid and discharged. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided in this Lease or by law, all rights and remedies under the Uniform Commercial Code, including without limitation the right to sell the property described in this Section 19.6 at public or private sale upon five (5) days’ notice to Tenant. Tenant shall execute all such financing statements and other instruments as shall be deemed necessary or desirable in Landlord’s discretion to perfect the security interest hereby created.

     19.7 Any and all property which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed and/or stored, as the case may be, by or at the direction of Landlord but at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord’s possession or under Landlord’s control. Any such property of Tenant not retaken by Tenant from storage within thirty (30) days after removal from the Premises shall, at Landlord’s option, be deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale without further payment or credit by Landlord to Tenant.

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20. TENANT’S BANKRUPTCY OR INSOLVENCY.

     20.1 If at any time and for so long as Tenant shall be subjected to the provisions of the United States Bankruptcy Code or other law of the United States or any state thereof for the protection of debtors as in effect at such time (each a “Debtor’s Law”):

          20.1.1 Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant’s assets (each a “Tenant’s Representative”) shall have no greater right to assume or assign this Lease or any interest in this Lease, or to sublease any of the Premises than accorded to Tenant in Article 9, except to the extent Landlord shall be required to permit such assumption, assignment or sublease by the provisions of such Debtor’s Law. Without limitation of the generality of the foregoing, any right of any Tenant’s Representative to assume or assign this Lease or to sublease any of the Premises shall be subject to the conditions that:

               20.1.1.1 Such Debtor’s Law shall provide to Tenant’s Representative a right of assumption of this Lease which Tenant’s Representative shall have timely exercised and Tenant’s Representative shall have fully cured any default of Tenant under this Lease.

               20.1.1.2 Tenant’s Representative or the proposed assignee, as the case shall be, shall have deposited with Landlord as security for the timely payment of rent an amount equal to the larger of: (a) three months’ rent and other monetary charges accruing under this Lease; and (b) any sum specified in Article 5; and shall have provided Landlord with adequate other assurance of the future performance of the obligations of the Tenant under this Lease. Without limitation, such assurances shall include, at least, in the case of assumption of this Lease, demonstration to the satisfaction of the Landlord that Tenant’s Representative has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that Tenant’s Representative will have sufficient funds to fulfill the obligations of Tenant under this Lease; and, in the case of assignment, submission of current financial statements of the proposed assignee, audited by an independent certified public accountant reasonably acceptable to Landlord and showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee of all of the Tenant’s obligations under this Lease.

               20.1.1.3 The assumption or any contemplated assignment of this Lease or subleasing any part of the Premises, as shall be the case, will not breach any provision in any other lease, mortgage, financing agreement or other agreement by which Landlord is bound.

               20.1.1.4 Landlord shall have, or would have had absent the Debtor’s Law, no right under Article 9 to refuse consent to the proposed assignment or sublease by reason of the identity or nature of the proposed assignee or sublessee or the proposed use of the Premises concerned.

21. QUIET ENJOYMENT.

Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant, while paying the rental and performing its other covenants and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises for the Term without hindrance or molestation from Landlord subject to the terms and provisions of this Lease. Landlord shall not be liable for any interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance.

22. DAMAGE BY FIRE, ETC.

     22.1 In the event the Premises or the Building are damaged by fire or other cause and in Landlord’s reasonable estimation such damage can be materially restored within ninety (90) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage.

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     22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within ninety (90) days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty (60) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1.

     22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.

     22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed.

     22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term.

     22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request.

23. EMINENT DOMAIN.

If all or any substantial part of the Premises shall be taken or appropriated by any public or quasipublic authority under the power of eminent domain, or conveyance in lieu of such appropriation, either party to this Lease shall have the right, at its option, of giving the other, at any time within thirty (30) days after such taking, notice terminating this Lease, except that Tenant may only terminate this Lease by reason of taking or appropriation, if such taking or appropriation shall be so substantial as to materially interfere with Tenant’s use and occupancy of the Premises. If neither party to this Lease shall so elect to terminate this Lease, the rental thereafter to be paid shall be adjusted on a fair and equitable basis under the circumstances. In addition to the rights of Landlord above, if any substantial part of the Building shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, and regardless of whether the Premises or any part thereof are so taken or appropriated, Landlord shall have the right, at its sole option, to terminate this Lease. Landlord shall be entitled to any and all income, rent, award, or any interest whatsoever in or upon any such sum, which may be paid or made in connection with any such public or quasi-public use or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or any part of such sums, other than any separate award which may be made with

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respect to Tenant’s trade fixtures and moving expenses; Tenant shall make no claim for the value of any unexpired Term.

24. SALE BY LANDLORD.

In event of a sale or conveyance by Landlord of the Building, the same shall operate to release Landlord from any future liability upon any of the covenants or conditions, expressed or implied, contained in this Lease in favor of Tenant, and in such event Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease. Except as set forth in this Article 24, this Lease shall not be affected by any such sale and Tenant agrees to attorn to the purchaser or assignee. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease, Landlord may transfer or deliver said security, as such, to Landlord’s successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security.

25. ESTOPPEL CERTIFICATES.

Within ten (10) days following any written request which Landlord may make from time to time, Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect (or, if there have been modifications to this Lease, that this lease is in full force and effect, as modified, and stating the date and nature of such modifications); (c) the date to which the rent and other sums payable under this Lease have been paid; (d) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in Tenant’s statement; and (e) such other matters as may be requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or purchaser and Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such estoppel certificate. Tenant irrevocably agrees that if Tenant fails to execute and deliver such certificate within such ten (10) day period Landlord or Landlord’s beneficiary or agent may execute and deliver such certificate on Tenant’s behalf, and that such certificate shall be fully binding on Tenant.

26. SURRENDER OF PREMISES.

     26.1 Tenant shall, at least thirty (30) days before the last day of the Term, arrange to meet Landlord for a joint inspection of the Premises. In the event of Tenant’s failure to arrange such joint inspection to be held prior to vacating the Premises, Landlord’s inspection at or after Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration.

     26.2 At the end of the Term or any renewal of the Term or other sooner termination of this Lease, Tenant will peaceably deliver up to Landlord possession of the Premises, together with all improvements or additions upon or belonging to the same, by whomsoever made, in the same conditions received or first installed, broom clean and free of all debris, excepting only ordinary wear and tear and damage by fire or other casualty. Tenant may, and at Landlord’s request shall, at Tenant’s sole cost, remove upon termination of this Lease, any and all furniture, furnishings, movable partitions of less than full height from floor to ceiling, trade fixtures and other property installed by Tenant, title to which shall not be in or pass automatically to Landlord upon such termination, repairing all damage caused by such removal. Property not so removed shall, unless requested to be removed, be deemed abandoned by the Tenant and title to the same shall thereupon pass to Landlord under this Lease as by a bill of sale. All other alterations, additions and improvements in, on or to the Premises shall be dealt with and disposed of as provided in Article 6 hereof.

     26.3 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of the Term. In the event that Tenant’s failure to perform prevents Landlord from releasing the Premises, Tenant shall continue to pay rent pursuant to the provisions of Article 14 until such performance is complete. Upon the expiration or earlier termination of the Term, Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary to repair and restore the Premises as provided in this Lease and/or to discharge Tenant’s obligation for unpaid amounts due or to become due to Landlord. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied. Any otherwise unused Security Deposit shall be credited against the amount payable by Tenant under this Lease.

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27. NOTICES.

Any notice or document required or permitted to be delivered under this Lease shall be addressed to the intended recipient, shall be transmitted personally, by fully prepaid registered or certified United States Mail return receipt requested, or by reputable independent contract delivery service furnishing a written record of attempted or actual delivery, and shall be deemed to be delivered when tendered for delivery to the addressee at its address set forth on the Reference Page, or at such other address as it has then last specified by written notice delivered in accordance with this Article 27, or if to Tenant at either its aforesaid address or its last known registered office or home of a general partner or individual owner, whether or not actually accepted or received by the addressee.

28. TAXES PAYABLE BY TENANT.

In addition to rent and other charges to be paid by Tenant under this Lease, Tenant shall reimburse to Landlord, upon demand, any and all taxes payable by Landlord (other than net income taxes) whether or not now customary or within the contemplation of the parties to this Lease: (a) upon, allocable to, or measured by or on the gross or net rent payable under this Lease, including without limitation any gross income tax or excise tax levied by the State, any political subdivision thereof, or the Federal Government with respect to the receipt of such rent; (b) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of the Premises or any portion thereof, including any sales, use or service tax imposed as a result thereof; (c) upon or measured by the Tenant’s gross receipts or payroll or the value of Tenant’s equipment, furniture, fixtures and other personal property of Tenant or leasehold improvements, alterations or additions located in the Premises; or (d) upon this transaction or any document to which Tenant is a party creating or transferring any interest of Tenant in this Lease or the Premises. In addition to the foregoing, Tenant agrees to pay, before delinquency, any and all taxes levied or assessed against Tenant and which become payable during the term hereof upon Tenant’s equipment, furniture, fixtures and other personal property of Tenant located in the Premises.

29. RELOCATION OF TENANT.

Landlord, at its sole expense, on at least ninety (90) days prior written notice, may require Tenant to move from the Premises to other space of comparable size and decor in order to permit Landlord to consolidate the space leased to Tenant with other adjoining space leased or to be leased to another tenant. In the event of any such relocation, Landlord will pay all expenses of preparing and decorating the new premises so that they will be substantially similar to the Premises from which Tenant is moving, and Landlord will also pay the expense of moving Tenant’s furniture and equipment to the relocated premises, Tenant’s stationary and business cards. In such event this Lease and each and all of the terms and covenants and conditions hereof shall remain in full force and effect and thereupon be deemed applicable to such new space except that a revised Reference Page and a revised Exhibit A shall become part of this Lease and shall reflect the location of the new premises.

30. DEFINED TERMS AND HEADINGS.

The Article headings shown in this Lease are for convenience of reference and shall in no way define, increase, limit or describe the scope or intent of any provision of this Lease. Any indemnification or insurance of Landlord shall apply to and inure to the benefit of all the following “Landlord Entities”, being Landlord, Landlord’s investment manager, and the trustees, boards of directors, officers, general partners, beneficiaries, stockholders, employees and agents of each of them. Any option granted to Landlord shall also include or be exercisable by Landlord’s trustee, beneficiary, agents and employees, as the case may be. In any case where this Lease is signed by more than one person, the obligations under this Lease shall be joint and several. The terms “Tenant” and “Landlord” or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and each of their respective successors, executors, administrators and permitted assigns, according to the context hereof. The term “rentable area” shall mean the rentable area of the Premises or the Building as calculated by the Landlord on the basis of the plans and specifications of the Building including a proportionate share of any common areas. Tenant hereby accepts and agrees to be bound by the figures for the rentable space footage of the Premises and Tenant’s Proportionate Share shown on the Reference Page.

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31. TENANT’S AUTHORITY.

If Tenant signs as a corporation each of the persons executing this Lease on behalf of Tenant represents and warrants that Tenant has been and is qualified to do business in the state in which the Building is located, that the corporation has full right and authority to enter into this Lease, and that all persons signing on behalf of the corporation were authorized to do so by appropriate corporate actions. If Tenant signs as a partnership, trust or other legal entity, each of the persons executing this Lease on behalf of Tenant represents and warrants that Tenant has complied with all applicable laws, rules and governmental regulations relative to its right to do business in the state and that such entity on behalf of the Tenant was authorized to do so by any and all appropriate partnership, trust or other actions. Tenant agrees to furnish promptly upon request a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the due authorization of Tenant to enter into this Lease.

32. COMMISSIONS.

Each of the parties represents and warrants to the other that it has not dealt with any broker or finder in connection with this Lease, except as described on the Reference Page.

33. TIME AND APPLICABLE LAW.

Time is of the essence of this Lease and all of its provisions. This Lease shall in all respects be governed by the laws of the state in which the Building is located.

34. SUCCESSORS AND ASSIGNS.

Subject to the provisions of Article 9, the terms, covenants and conditions contained in this Lease shall be binding and inure to the benefit of the heirs, successors, executors, administrators and assigns of the parties to this Lease.

35. ENTIRE AGREEMENT.

This Lease, together with its exhibits, contains all agreements of the parties to this Lease and supersedes any previous negotiations. There have been no representations made by the Landlord or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties to this Lease.

36. EXAMINATION NOT OPTION.

Submission of this Lease shall not be deemed to be a reservation of the Premises. Landlord shall not be bound by this Lease until it has received a copy of this Lease duly executed by Tenant and has delivered to Tenant a copy of this Lease duly executed by Landlord, and until such delivery Landlord reserves the right to exhibit and lease the Premises to other prospective tenants. Notwithstanding anything contained in this Lease to the contrary.

37. RECORDATION.

Tenant shall not record or register this Lease or a short form memorandum hereof without the prior written consent of Landlord, and then shall pay all charges and taxes incident with such recording or registration.

38. LIMITATION OF LANDLORD’S LIABILITY

Redress for any claim against Landlord under this Lease shall be limited to and enforceable only against and to the extent of Landlord’s interest in the Building. The obligations of Landlord under this Lease are not intended to and shall not be personally binding on, nor shall any resort be had to the private properties of, any of its trustees or board of directors and officers, as the case may be, its investment manager, the general partners thereof, or any beneficiaries, stockholders, employees, or agents of Landlord or the investment manager.

39. RENTAL SCHEDULE.

DATE	MONTHLY RENT		ANNUAL RENT
February 15, 1998 — February 14, 1999	$	25,299.88	$	303,598.56
February 15, 1999 — February 14, 2000	$	26,388.04	$	316,656.48
February 15, 2000 — February 14, 2001	$	27,476.21	$	329,714.52

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40. PARKING.

Tenant shall lease, during the term of this Lease, 28 covered, reserved parking spaces in the garage. Tenant shall pay Landlord parking charges of Fifty Dollars ($50.00) per month for each covered, reserved parking space. The parking areas beneath and around the Building are managed by the Association created pursuant to the CC&R and Landlord reserves the right to provide Tenant with substitute covered reserved parking spaces at its discretion.

LANDLORD:	TENANT:
SFERS REAL ESTATE CORP., S LIMITED PARTNERSHIP,	Aztar Corporation,
an Arizona limited partnership	a Delaware corporation

By:	RREEF MANAGEMENT COMPANY,
	a California corporation
By:	/s/ Rosemary Orsi		By:	/s/ Ned Armstrong
	Rosemary Orsi			Ned Armstrong
	Title:	Vice President/District Manager		Title:	Vice President, Administration
Date:	11/11/97		Date:	11/10/97
By:	/s/ Steven N. Backer
	Steven N. Backer
	Title:	Senior Vice President/Director of Properties
Date:	11/14/97

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EX-10.19(A)

EXHIBIT 10.19(a)

FIRST AMENDMENT TO LEASE

AZTAR CORPORATION
BILTMORE FINANCIAL CENTER I

     THIS FIRST AMENDMENT TO LEASE (the “First Amendment”) is made and entered into on May 26^th, 2000. For reference purposes the effective date of this Amendment is the 15^th day of February, 2001, by and between EAST CAMELBACK ROAD, INC., a Florida corporation (“Landlord”), successor-in-interest by assignment and assumption to SFERS Real Estate Corp.S Limited Partnership, an Arizona limited partnership (“SFERS”), as landlord, and AZTAR CORPORATION, a Delaware corporation (“Tenant”), as tenant.

RECITALS

     A. This First Amendment is entered into in consideration of the mutual promises, covenants and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged by the parties.

     B. SFERS and Tenant entered into that certain Lease and Exhibits A through C thereto dated for reference purposes August 25, 1997 (collectively, the “Lease”) pertaining to Suite 400 consisting of approximately 13,058 rentable square feet (the “Premises”) in the office building located at 2390 East Camelback Road in Phoenix, Arizona, commonly known as Biltmore Financial Center I (the “Building”).

     C. Landlord is the current landlord and Tenant is the current tenant under the Lease.

     D. The parties desire to extend the Termination Date of the Lease and make certain other amendments to the Lease, subject to the terms set forth in the Lease, as amended herein.

     E. Capitalized terms used in this First Amendment without definition shall have the meanings given to such terms in the Lease.

AGREEMENTS

     1. Name of Landlord. The “Landlord” set forth on the Reference Page of the Lease is hereby deleted and replaced with “East Camelback Road, Inc., a Florida corporation”.

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     2. Landlord’s Address. The “Landlord’s Address” set forth on the Reference Page of the Lease is hereby deleted and replaced with “c/o Transwestern-Voit, 2390 East Camelback Road, Suite 204, Phoenix, Arizona 85016-9002, with a copy to: Brier & Irish, P.L.C., 4201 North 24^th Street, Phoenix, Arizona 85016, Attn: Robert N. Brier, Esq.”.

     3. Termination Date. The “Termination Date” set forth on the Reference Page of the Lease is deleted and replaced with “February 15, 2004”.

     4. Term of Lease. The “Term of Lease” set forth on the Reference Page of the Lease is deleted.

     5. Rental Schedule. The “Rental Schedule” set forth in Article 39 of the Lease is deleted and replaced with the following:

Date	Monthly Rent		Annual Rent
February 15, 2001 — February 15, 2002	$	28,292.33	$	339,508.00
February 16, 2002 — February 15, 2003	$	28,564.38	$	342,772.50
February 16, 2003 — February 15, 2004	$	28,836.42	$	346,037.00

     6. Parking. The first sentence in the “Parking” provision set forth in Article 40 of the Lease is deleted and replaced with the following: “From and after the effective date of this First Amendment and continuing through and including the Termination Date (as extended by this First Amendment), Tenant shall have the obligation to pay for and the right to use a total of twenty-eight (28) parking spaces, as follows: twenty-five (25) reserved parking spaces at $70.00 per month each and three (3) unreserved parking spaces at $55.00 per month each.”

     7. Refurbishment/Tenant improvements. Landlord shall perform or install, as applicable, the following refurbishments of and tenant improvements to the Premises, at Landlord’s sole cost and expense, pursuant to a mutually agreed schedule for completion: install new building standard carpeting throughout the Premises, including the front lobby; install new building standard tile in the kitchens; clean and/or paint all walls as specified on attached plan; repair all doors, as necessary; retouch all doors and bookcase facing and wood caps at planters and low walls, as necessary; and install new area carpets in the two conference rooms at the front of the suite. With the exception of the foregoing, Landlord shall have no further duty to construct and/or pay for any other refurbishment of or tenant improvements to the Premises.

     8. Parking Rules and Regulations. Tenant shall comply with the Parking Rules and Regulations for the Building, attached hereto as Exhibit D and incorporated herein by reference, as may be modified from time to time in Landlord’s reasonable discretion.

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     9. Lease Status. Tenant hereby represents and warrants to Landlord that there are no offsets or credits against rentals. Further, Tenant agrees that there are no existing claims or causes of action against Landlord arising out of the Lease nor are there any existing defenses which Tenant has against the enforcement of the Lease by Landlord.

     10. Ratification. It is understood and agreed that the Lease is ratified, confirmed and in full force and effect, and has not been modified, supplemented or amended in any way except as herein provided. In the event of any inconsistency between the terms of the Lease and this First Amendment, the terms of this First Amendment shall prevail. All references in the Lease to “this Lease” shall be deemed references to the Lease as modified by this First Amendment.

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this First Amendment as of the day and year first above written.

LANDLORD:	EAST CAMELBACK ROAD, INC., a Florida corporation
	By:	/s/ Michael J. Krier
		Michael J. Krier
		Its: Vice President Date: 6/8/2000
TENANT:	AZTAR CORPORATION, a Delaware corporation
	By:	/s/ Nelson W. Armstrong, Jr.
		Nelson W. Armstrong, Jr.
		Its: Vice President Administration & Secretary Date: 5/26/2000

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EX-10.19(B)

EXHIBIT 10.19(b)

SECOND AMENDMENT TO LEASE

AZTAR CORPORATION
BILTMORE FINANCIAL CENTER I

     THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is made and entered for reference purposes on March 7, 2001 with an effective date of February 15, 2001, by and between EAST CAMELBACK ROAD. INC., a Florida corporation (“Landlord”), successor-in-interest by assignment and assumption to SFERS Real Estate Corp. S Limited Partnership, an Arizona limited partnership (“SFERS”), as landlord, and AZTAR CORPORATION, a Delaware corporation (“Tenant”), as tenant.

RECITALS

     A. This Second Amendment is entered into in consideration of the mutual promises, covenants and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged by the parties.

     B. SFERS and Tenant entered into that certain Lease and Exhibits A through C thereto dated for reference purposes August 25, 1997, as amended by that certain First Amendment to Lease dated for reference purposes May 26, 2000, (collectively, the “Lease”) pertaining to Suite 400 consisting of approximately 13,058 rentable square feet (the “Premises”) in the office building located at 2390 East Camelback Road in Phoenix, Arizona, commonly known as “Biltmore Financial Center I” (the “Building”).

     C. Landlord is the current landlord and Tenant is the current tenant under the Lease.

     D. The parties desire to revise the Base Year of the Lease and make certain other amendments to the Lease, subject to the terms set forth in the Lease, as amended herein.

     E. Capitalized terms used in this Second Amendment without definition shall have the meanings given to such terms in the Lease.

AGREEMENTS

     1. Landlord’s Address. The “Landlord’s Address” set forth on the Reference Page of the Lease is revised to delete the words “with a copy to: “Brier & Irish, P.L.C., 4201 North 24^th Street, Phoenix, Arizona 85016, Attn: Robert N. Brier, Esq.”, and to replace them with the words “with a copy to: Brier & Irish, P.L.C., 2400 East Arizona Biltmore Circle, Suite 1290, Phoenix, Arizona 85016, Attn: Robert N. Brier, Esq.”.

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     2. Base Year (Direct Expenses). The number “1998” in the section entitled “Base Year (Direct Expenses)” set forth on the Reference Page of the Lease is deleted and replaced with “2001”.

     3. Base Year (Taxes). The number “1998” in the section entitled “Base Year (Taxes) set forth on the Reference Page of the Lease is deleted and replaced with “2001”.

     4. Lease Status. Tenant hereby represents and warrants to Landlord that there are no offsets or credits against rentals. Further, Tenant agrees that there are no existing claims or causes of action against Landlord arising out of the Lease nor are there any existing defenses which Tenant has against the enforcement of the Lease by Landlord.

     5. Ratification. It is understood and agreed that the Lease is ratified, affirmed and in full force and effect, and has not been modified, supplemented or amended in any way except as herein provided. In the event of any inconsistency between the terms of the Lease and this Second Amendment, the terms of this Second Amendment shall prevail. All references in the Lease to “this Lease” shall be deemed references to the Lease as modified by this Second Amendment.

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Second Amendment as of the day and year first above written.

LANDLORD:	EAST CAMELBACK ROAD, INC., a Florida corporation
	By:	/s/ Michael J. Krier
		Michael J. Krier
		Its: Vice President
		Date: April 4, 2001

TENANT:	AZTAR CORPORATION, a Delaware corporation
	By:	/s/ Nelson W. Armstrong, Jr.
		Nelson W. Armstrong, Jr.
		Its: Vice President Administration & Secretary
		Date: March 14, 2001

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EX-10.19(C)

EXHIBIT 10.19(c)

THIRD AMENDMENT TO LEASE

AZTAR CORPORATION
BILTMORE FINANCIAL CENTER I

     THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is entered into for reference purposes this 4^th day of August, 2003, by and between: (a) EAST CAMELBACK ROAD, INC., a Florida corporation (“Landlord”), successor-in-interest by assignment and assumption to SFERS Real Estate S Limited Partnership, an Arizona limited partnership (“SFERS”), as landlord; and (b) AZTAR CORPORATION, a Delaware corporation (“Tenant”), as tenant.

RECITALS

     A. This Third Amendment is entered into in consideration of the mutual promises, covenants and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged by the parties.

     B. SFERS and Tenant entered into that certain Lease and Exhibits A through C thereto dated for reference purposes August 25, 1997, as amended by that certain First Amendment to Lease dated for reference purposes May 26, 2000, and that certain Second Amendment to Lease dated for reference purposes March 7, 2001 (collectively, the “Lease”) pertaining approximately 13,058 rentable square feet of premises identified as Suite 400 (the “Premises”), located in the office building at 2390 East Camelback Road, Phoenix, Arizona (the “Building”), commonly known as “Biltmore Financial Center I”.

     C. Landlord is the successor-in-interest by assignment and assumption to SFERS and has assumed all of the rights and obligations of the landlord under the Lease.

     D. The parties now desire to extend the Term of the Lease, as more particularly set forth below, subject to the terms and conditions set forth in the Lease, as amended and supplemented herein.

     E. Capitalized terms used in this Third Amendment without definition shall have the same meanings given to such terms in the Lease.

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AGREEMENTS

     1. Landlord’s Address. For clarification purposes, the “LANDLORD’S ADDRESS” set forth on the Reference Page of the Lease, as amended pursuant to Paragraph 2 of the First Amendment and Paragraph 1 of the Second Amendment, is deleted and replaced with the following:

LANDLORD’S ADDRESS:	c/o Transwestern Commercial Services
	2390 East Camelback Road, Suite 204
	Phoenix, Arizona 85016-9002
	Attn: Property Manager
	with a copy to:
	Brier & Irish, P.L.C.
	2400 East Arizona Biltmore Circle,
	Suite 1290
	Phoenix, Arizona 85016-2195
	Attention: Robert N. Brier, Esq.

     2. First Extended Term. The currently scheduled “Termination Date” of the Lease, as extended pursuant to the First Amendment, is February 15, 2004. The parties now desire to further extend the Term of the Lease, subject to the terms and conditions set forth in the Lease and this Third Amendment, effective as of January 1, 2004, which date precedes the currently scheduled Termination Date by approximately one and one-half months. As such, Paragraph 3 of the First Amendment is hereby amended by advancing the “Termination Date” set forth therein from “February 15, 2004” to “December 31, 2003”.

     3. Second Extended Term. Effective as of midnight on December 31, 2003, (a) the “Term of Lease” is further extended for a period of thirty-six (36) months from January 1, 2004, through December 31, 2006, and (b) the “Termination Date” set forth on the Reference Page of the Lease (as amended pursuant to Paragraph 3 of the First Amendment), is changed from “December 31, 2003” to “December 31, 2006”.

     4. Rental Schedule. Effective as of January 1, 2004, the “Rental Schedule” set forth in Article 39 of the Lease, as amended pursuant to Paragraph 5 of the First Amendment, is deleted and replaced with the following:

	Annual Rate Per Rentable		Monthly
Dates	Square Foot of Premises		Installment
01/01/04 — 03/31/04	$	Ø	$	Ø
04/01/04 — 12/31/06	$	26.50	$	28,836.42

     5. Base Year. Effective as of January 1, 2004, the “Base Year (Direct Expenses)” and the “Base Year (Taxes”) set forth on the Reference Page of the Lease, as

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amended pursuant to Paragraphs 2 and 3 of the Second Amendment, are changed from “2001” to “2004”.

     6. Parking. Effective as of January 1, 2004, the first two sentences set forth in Article 40 (“Parking”) of the Lease, as amended pursuant to Paragraph 6 of the First Amendment, are deleted in their entirety and replaced with the following:

During the Term, Tenant shall have the right to use, and the obligation to pay for, a total of twenty-eight (28) parking spaces, as follows: twenty-five (25) reserved parking spaces at $65.00 per month per space, plus applicable rental taxes; and three (3) unreserved parking spaces at $50.00 per month per space, plus applicable rental taxes.

     7. Condition of Premises. Tenant acknowledges and agrees that the Premises continue to be leased to Tenant in an “AS IS” condition, without representation, warranty or covenant of or from Landlord and without any obligation of Landlord to construct or pay for any tenant improvements of any kind or character whatsoever. Tenant acknowledges that Landlord has made no representations or warranties, express or implied, concerning the tenant improvements presently existing at, or the condition of, the Premises, and Tenant further acknowledges that it has had adequate opportunity to inspect and approve, and has adequately inspected and approved, the tenant improvements presently existing at, and the condition of, the Premises.

     8. Brokerage Commissions. Landlord and Tenant represent and warrant to each other that there are no claims for brokerage commissions or finder’s fees in connection with this Third Amendment, and Landlord and Tenant shall indemnify each other against and hold the other harmless for, from and against all liabilities arising from any such claims, including any attorneys’ fees and costs incurred by the non-breaching party in connection therewith.

     9. Lease Status. Tenant hereby represents and warrants to Landlord that there are no offsets or credits against rentals nor have any rentals been paid in advance. Further, Tenant agrees that there are no existing claims or causes of action against Landlord arising out of the Lease, nor are there any existing defenses which Tenant has against the enforcement of the Lease by Landlord.

     10. Ratification. It is understood and agreed that the Lease is ratified, affirmed and in full force and effect, and has not been modified, supplemented or amended in any way, except as herein provided. In the event of any inconsistency between the terms of the Lease and this Third Amendment, the terms of this Third Amendment shall prevail. All references in the Lease to “this Lease” shall be deemed references to the Lease, as modified by this Third Amendment.

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     11. Authority. The parties and all persons signing for the parties below represent to each other that this Third Amendment has been fully authorized and no further approvals are required.

     12. Successors. Subject to the provisions set forth in Article 9 of the Lease, this Third Amendment shall be binding on, and inure to the benefit of, the parties hereto and their respective successors in interest and assigns.

     13. Counterparts. This Third Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one entire agreement.

     IN WITNESS WHEREOF, the parties have duly executed this Third Amendment as of the day and year set forth below their respective signatures.

LANDLORD: EAST CAMELBACK ROAD, INC., a Florida corporation
By:	/s/ Artlyn Fong
	Artlyn Fong
	Its: Vice President
Dated: August 25, 2003

TENANT: AZTAR CORPORATION, a Delaware corporation
By:	/s/ Nelson W. Armstrong, Jr.
	Nelson W. Armstrong, Jr.
	Its: Vice President Administration & Secretary
Dated: August 11, 2003

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EX-10.19(D)

EXHIBIT 10.19(d)

FOURTH AMENDMENT TO
OFFICE LEASE AGREEMENT

AZTAR CORPORATION
BILTMORE FINANCIAL CENTER I

     THIS FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is entered into for reference purposes this 19^th day of December, 2005, by and between: (a) EAST CAMELBACK ROAD, INC., a Florida corporation, successor-in-interest by assignment and assumption to SFERS Real Estate S Limited Partnership, an Arizona limited partnership (“Landlord”), as landlord; and (b) AZTAR CORPORATION, a Delaware corporation (“Tenant”), as tenant.

RECITALS

     A. This Fourth Amendment is entered into in consideration of the mutual promises, covenants and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged by the parties.

     B. Landlord and Tenant entered into a written Lease and Exhibits A through C thereto dated for reference purposes August 25, 1997, as amended by a written First Amendment to Lease dated for reference purposes May 26, 2000, a written Second Amendment to Lease dated for reference purposes March 7, 2001, and a written Third Amendment to Lease dated for reference purposes August 4, 2003 (collectively, the “Lease”), pertaining to approximately 13,058 rentable square feet of premises identified as Suite 400 (the “Original Premises”), in the office building located at 2390 East Camelback Road, Phoenix, Arizona (the “Building”), commonly known as the “Biltmore Financial Center I”.

     C. The parties now desire to extend the Term of the Lease and expand the Original Premises, as more particularly set forth below, otherwise subject to the terms and conditions set forth in the Lease.

     D. Capitalized terms used in this Fourth Amendment without definition shall have the same meanings given to such terms in the Lease. Upon complete execution of this Fourth Amendment, all of the terms and conditions hereof shall take effect as of the reference date set forth above, unless expressly stated otherwise.

AGREEMENTS

     1. Address of Landlord for Notices. The “LANDLORD’S ADDRESS” set forth on the Reference Page of the Lease, as previously amended, is hereby further amended by deleting the same in its entirety and replacing it with the following:

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LANDLORD’S ADDRESS:	c/o Transwestern Commercial Services
	2398 East Camelback Road, Suite 280
	Phoenix, Arizona 85016
	Attention: Property Manager
	with a copy to:
	Brier & Irish, P.L.C.
	2400 E. Arizona Biltmore Circle, Suite 1290
	Phoenix, Arizona 85016-2195
	Attention: Robert N. Brier, Esq.

     2. Demise. In addition to the Original Premises, Tenant hereby leases from Landlord, and Landlord hereby leases to Tenant, approximately 3,168 rentable square feet of premises located adjacent to the Premises (the “Expansion Space”), subject to all of the terms and conditions set forth in the Lease, as amended and supplemented herein. The Original Premises and the Expansion Space are hereafter collectively referred to as the “Expanded Premises”. A copy of the floor plan depicting the approximate location of the entire Expanded Premises is attached hereto as Exhibit A (Revised) and incorporated herein by this reference. Landlord shall prepare the Expanded Premises for occupancy by Tenant pursuant to the Work Letter attached hereto as Exhibit 1 and incorporated herein by this reference. Tenant acknowledges that Landlord will perform the Landlord Work (as defined in the Work Letter) in the Expanded Premises during business hours and hereby waives and releases any and all claims against Landlord for inconvenience, damage or otherwise arising out of Landlord’s completion of the Landlord Work.

     3. Term. Tenant shall have and hold the entire Expanded Premises for a Term of three (3) full calendar years, plus any partial calendar year at the beginning of said Term (the “Expanded Premises Term”). The Expanded Premises Term shall commence on the date (the “Expanded Premises Commencement Date”) which is the earlier of (i) the date on which Landlord notifies Tenant that the portion of the Landlord Work being completed in the Expansion Space is substantially complete (as defined in the Work Letter) or would have been substantially complete but for any delays caused by Tenant, its agents and employees, or (ii) the date Tenant first occupies the Expansion Space or any portion thereof for the conduct of its business. Promptly following the Expanded Premises Commencement Date, Landlord and Tenant shall enter into a written memorandum specifying the Expanded Premises Commencement Date. The Expanded Premises Term shall end on the last day of the thirty-sixth (36^th) full calendar month after the Expanded Premises Commencement Date (the “Expanded Premises Termination Date”), and the “Termination Date” set forth on the Reference Page of the Lease, as previously amended, is further amended by deleting “December 31, 2006” and replacing the same with “the last day of the thirty-sixth (36^th) full calendar month after the Expanded Premises Commencement Date, as set forth in the Fourth Amendment to Office Lease Agreement”.

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     4. Floor Plan. Effective from and after the Expanded Premises Commencement Date: (a) the premises leased pursuant to the Lease shall be deemed to be the entire Expanded Premises, containing 16,226 rentable square feet in the aggregate; (b) except as otherwise specified herein, all references in the Lease to the “Premises” shall mean the Expanded Premises; (c) Exhibit A (Revised) shall be deemed to fully supersede and replace Exhibit A to the Lease; and (d) all references in the Lease to Exhibit A shall mean Exhibit A (Revised).

     5. Rental Schedule. Effective as of the Expanded Premises Commencement Date, the “Rental Schedule” set forth in Article 39 of the Lease, as previously amended, is further amended by deleting the same in its entirety and replacing it with the following:

          39. RENTAL SCHEDULE.

	Annual		Monthly Installment
Months	Rate Per RSF		of Annual Rent
1 — 12	$	25.70	$	34,750.68
13 — 24	$	28.50	$	38,536.75
25 — 36	$	29.00	$	39,212.83

     6. Base Year. Effective as of the Expanded Premises Commencement Date, the “Base Year (Direct Expenses)” and the “Base Year (Taxes”) set forth on the Reference Page of the Lease, as previously amended, are further amended by deleting “2004” and replacing the same with “2006”.

     7. Tenant’s Proportionate Share. Effective as of the Expanded Premises Commencement Date, the “Tenant’s Proportionate Share” set forth on the Reference Page of the Lease is amended by deleting “6.37%” and replacing the same with “7.92%”.

     8. Parking. Effective as of the Expanded Premises Commencement Date, the first two sentences set forth in Article 40 (“Parking”) of the Lease, as previously amended, are further amended by deleting the same in their entirety and replacing them with the following:

During the Expanded Premises Term, Tenant shall have the right to use and the obligation to pay for a total of thirty-seven (37) parking spaces, as follows: (i) twenty-five (25) reserved parking spaces at $55.00 per month each, plus applicable rental taxes thereon; and, (ii) twelve (12) unreserved parking spaces at $35.00 per month each, plus applicable rental taxes thereon.

     9. No Commissions. Landlord and Tenant represent and warrant to each other that there are no claims for brokerage commissions or finder’s fees in connection with this Fourth Amendment. Landlord and Tenant hereby indemnify each other against and hold each other harmless for, from and against all liabilities arising from any such

3

claims, including any attorneys’ fees and costs incurred by the non-breaching party in connection therewith.

     10. Lease Status. Tenant hereby represents and warrants to Landlord that there are no offsets or credits against rentals nor have any rentals been paid in advance. Further, Tenant agrees that there are no existing claims or causes of action against Landlord arising out of the Lease, nor are there any existing defenses which Tenant has against the enforcement of the Lease by Landlord.

     11. Ratification. It is understood and agreed that the Lease is ratified, affirmed and in full force and effect, and has not been modified, supplemented or amended in any way, except as herein provided. In the event of any inconsistency between the terms of the Lease and this Fourth Amendment, the terms of this Fourth Amendment shall prevail. All references in the Lease to “this Lease” shall be deemed references to the Lease, as modified by this Fourth Amendment.

     12. Authority. The parties and all persons signing for the parties below represent to each other that this Fourth Amendment has been fully authorized and no further approvals are required.

     13. Successors. Subject to the provisions of Article 9 of the Lease, this Fourth Amendment shall be binding on, and inure to the benefit of, the parties hereto and their respective assigns and successors in interest.

     14. Counterparts. This Fourth Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one entire agreement.

Remainder of Page Intentionally Left Blank

4

     IN WITNESS WHEREOF, the parties have duly executed this Fourth Amendment as of the day and year set forth below their respective signatures.

LANDLORD: EAST CAMELBACK ROAD, INC., a Florida corporation
By:	/s/ Artlyn Fong
	Artlyn Fong
	Its: Vice President
Dated: January 5, 2006
TENANT: AZTAR CORPORATION, a Delaware corporation
By:	/s/ Nelson W. Armstrong, Jr.
	Nelson W. Armstrong, Jr.
	Its: Vice President Administration & Secretary
Dated: December 23, 2005

5

EX-10.19(E)

EXHIBIT 10.19(e)

FIFTH AMENDMENT TO
OFFICE LEASE AGREEMENT

AZTAR CORPORATION
BILTMORE FINANCIAL CENTER I

     THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is entered into for reference purposes this 23^rd day of January, 2006, by and between: (a) EAST CAMELBACK ROAD, INC., a Florida corporation, successor-in-interest by assignment and assumption to SFERS Real Estate S Limited Partnership, an Arizona limited partnership (“Landlord”), as landlord; and (b) AZTAR CORPORATION, a Delaware corporation (“Tenant”), as tenant.

RECITALS

     A. This Fifth Amendment is entered into in consideration of the mutual promises, covenants and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged by the parties.

     B. Landlord and Tenant entered into a written Lease and Exhibits A through C thereto dated for reference purposes August 25, 1997, as amended by a written First Amendment to Lease dated for reference purposes May 26, 2000, a written Second Amendment to Lease dated for reference purposes March 7, 2001, a written Third Amendment to Lease dated for reference purposes August 4, 2003, and a written Fourth Amendment to Office Lease Agreement dated for reference purposes December 19, 2005 (collectively, the “Lease”), pertaining to approximately 13,058 rentable square feet of premises identified as Suite 400 (the “Original Premises”), in the office building located at 2390 East Camelback Road, Phoenix, Arizona (the “Building”), commonly known as the “Biltmore Financial Center I”.

     C. The parties now desire to, among other things, modify the length of the Expanded Premises Term as set forth in the Fourth Amendment to Office Lease Agreement (the “Fourth Amendment”), as more particularly set forth below.

     D. Capitalized terms used in this Fifth Amendment without definition shall have the same meanings given to such terms in the Lease. Upon complete execution of this Fifth Amendment, all of the terms and conditions hereof shall take effect as of the reference date set forth above, unless expressly stated otherwise.

AGREEMENTS

     1. Address of Landlord for Notices. The “LANDLORD’S ADDRESS” set forth on the Reference Page of the Lease, as previously amended, is hereby further

1

amended by deleting in its entirety the address set forth therein where copies of notices to Landlord should be sent and replacing the same with the following:

with a copy to:

Brier, Irish & Hubbard, P.L.C.
2400 E. Arizona Biltmore Circle, Suite 1300
Phoenix, Arizona 85016-2115
Attention: Robert N. Brier, Esq.

     2. Expanded Premises Term. Notwithstanding anything otherwise set forth in the Fourth Amendment, the Expanded Premises Term shall commence on the Expanded Premises Commencement Date (as originally defined in the Fourth Amendment) and shall end on the fixed date of December 31, 2008. Accordingly, the “Expanded Premises Termination Date” set forth in Section 3 of the Fourth Amendment (which amends the “Termination Date” set forth on the Reference Page of the Lease) is deleted and replaced with “December 31, 2008”.

     3. Rental Schedule. In order to be consistent with the aforesaid fixed Expanded Premises Termination Date, effective as of the Expanded Premises Commencement Date, the “Rental Schedule” set forth in Section 5 of the Fourth Amendment (which amends the “Rental Schedule” set forth in Article 39 of the Lease) is deleted and replaced with the following:

     39. RENTAL SCHEDULE.

	Annual	Monthly Installment
Dates	Rate Per RSF	of Annual Rent
Expanded Premises Commencement Date  —  12/31/2006	$25.70	$34,750.68
1/1/2007 — 12/31/2007	$28.50	$38,536.75
1/1/2008 — 12/31/2008	$29.00	$39,212.83

     4. No Commissions. Landlord and Tenant represent and warrant to each other that there are no claims for brokerage commissions or finder’s fees in connection with this Fifth Amendment. Landlord and Tenant hereby indemnify each other against and hold each other harmless for, from and against all liabilities arising from any such claims, including any attorneys’ fees and costs incurred by the non-breaching party in connection therewith.

     5. Lease Status. Tenant hereby represents and warrants to Landlord that there are no offsets or credits against rentals nor have any rentals been paid in advance. Further, Tenant agrees that there are no existing claims or causes of action against Landlord arising out of the Lease, nor are there any existing defenses which Tenant has against the enforcement of the Lease by Landlord.

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     6. Ratification. It is understood and agreed that the Lease is ratified, affirmed and in full force and effect, and has not been modified, supplemented or amended in any way, except as herein provided. In the event of any inconsistency between the terms of the Lease and this Fifth Amendment, the terms of this Fifth Amendment shall prevail. All references in the Lease to “this Lease” shall be deemed references to the Lease, as modified by this Fifth Amendment.

     7. Authority. The parties and all persons signing for the parties below represent to each other that this Fifth Amendment has been fully authorized and no further approvals are required.

     8. Successors. Subject to the provisions of Article 9 of the Lease, this Fifth Amendment shall be binding on, and inure to the benefit of, the parties hereto and their respective assigns and successors in interest.

     9. Counterparts. This Fifth Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one entire agreement.

     IN WITNESS WHEREOF, the parties have duly executed this Fifth Amendment as of the day and year set forth below their respective signatures.

LANDLORD: EAST CAMELBACK ROAD, INC., a Florida corporation
By:	/s/ Artlyn Fong
	Artlyn Fong
	Its: Vice President
Dated: 2/1/2006
TENANT: AZTAR CORPORATION, a Delaware corporation
By:	/s/ Nelson W. Armstrong, Jr.
	Nelson W. Armstrong, Jr.
	Its: Vice President Administration & Secretary
Dated: Jan 27th, 2006

3

EX-10.20

EXHIBIT 10.20

COLLECTIVE BARGAINING

AGREEMENT

between

HOTEL RAMADA OF NEVADA

dba

TROPICANA RESORT & CASINO

and

LOCAL JOINT EXECUTIVE BOARD OF
LAS VEGAS

2002     2007

TABLE OF CONTENTS

ARTICLE 1: RECOGNITION AND CONTRACT COVERAGES	1
1.01. Recognition of the Union	1
1.02. Open and Excluded Classifications	1
ARTICLE 2: HIRING OF EMPLOYEES	2
2.01. Hiring Procedure	2
2.02. Employee Orientation	2
2.03. No Individual Contracts	3
ARTICLE 3: UNION SECURITY	3
3.01. Union Shop	3
3.02. Effect of State Laws	3
3.03. Check-Off	3
3.04. Indemnification	3
ARTICLE 4: UNION REPRESENTATIVES	4
4.01.	4
4.02. Union Stewards	4
4.03. Union Stewards Guidelines	4
4.04. Employee Information	5
ARTICLE 5: SALARIES AND WAGES	6
5.01. Weekly Payment	6
5.02. Gratuities	6
5.03. Terminated Employees	7
5.04. Delinquencies	7
5.05. Deductions and Donations	7
5.06. Superior Workmen	7
5.07. Combination Jobs	8
5.08. Equal Pay	8
5.09. Buffet Servers	8
ARTICLE 6: DISCIPLINE	8
6.01. Cause for Discharge	8
6.02. Warning Notices	9
6.03. Time of Discharge	10
6.04. Disciplinary Suspension	10
6.05. Mitigation of Damages	10
ARTICLE 7: REPORTING PAY	10
7.01. Reasons for Payment	10
7.02. Discharged Employees	10
7.03. Early Shift Release	11

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ARTICLE 8: DISCRIMINATION AND LIE DETECTOR TESTS	11
8.01. Prohibited Discrimination	11
8.02. Lie Detector Tests Prohibited	11
8.03. Confessions Or Statements	11
8.04. Bondable Status	11
ARTICLE 9: WORK SHIFTS, WORKWEEK AND OVERTIME	11
9.01. Shift and Weekly Overtime	11
9.02. Days Off	12
9.03. Guaranteed Work	12
9.04. Single Shift	14
9.05. Split Shift	14
9.06. Posting	14
ARTICLE 10: RELIEF, STEADY EXTRA AND EXTRA EMPLOYEES	15
10.01. Regular Employee	15
10.02. Relief Employee	15
10.03. Extra Employee	15
10.04. Steady Extra Employee	15
10.05. Extra Work Premium	16
10.06. Steady Extra Board	16
10.07. Conditions Applicable to Steady Extra Board Personnel	16
10.08. Seasonal Cocktail Server and Bartender Assignments	17
ARTICLE 11: VACATIONS	18
11.01. Amount of Vacation	18
11.02. Breaks in Employment	18
11.03. Time of Taking Vacation	18
11.04. Vacation Pay	19
11.05. Prorated Vacations	19
ARTICLE 12: HOLIDAYS	20
12.01. Recognized Holidays	20
12.02. Holiday Pay	20
12.03. Failure to Report	20
12.04. Floating Holiday Eligibility	20
ARTICLE 13: LEAVE OF ABSENCE	21
13.01. Reasons for Leaves of Absence	21
13.02. Leaves Due to Industrial Illness or Injury	22
13.03. Leaves of Absence For Medical Disability Not Covered By the Family and Medical Leave Act (FMLA)	23
13.04. Relationship to Family and Medical Leave Act	23
13.05. Light Duty	25
13.06.	26

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ARTICLE 14: MEALS	26
14.01. Meals Furnished By Employer	26
14.02. Number of Meals	26
14.03. Pay for Meals Not Furnished	27
ARTICLE 15: UNIFORMS AND FACILITIES	27
15.01. Uniforms Furnished by Employer	27
15.02. Care of Uniforms and Clothing	28
15.03. Facilities for Employees	28
15.04. Theft	29
ARTICLE 16: MISCELLANEOUS	29
16.01. Clean-Up Work	29
16.02. Carrying Tables and Chairs	29
16.03. Duties of Guest Room Attendants, Porters and House Persons	29
16.04. Apprentice Bartenders	31
16.05. Mopping of Floors	32
16.06. Furnishing of Linen and Equipment	32
16.07. Room Service	32
16.08. Aprons, Boots and Hard Hats	32
16.09. Bartenders and Apprentice Bartenders	32
16.10. Union Buttons	33
16.11. Rotation of Stations	33
16.12. Change Persons	33
16.13. Break Periods	33
16.14. Bell Captains and Bellhops	33
16.15. Valets	34
16.16. Floor Coverings	34
16.17. Showroom Stations	34
16.18. Presentation of Checks	34
16.19. Notice by Employee	35
16.20. Knife Sharpening	35
16.21. Parking	35
16.22. Doorpersons	35
16.23. Baggage Handlers	35
16.24. Room Service Captains	35
16.25. Work Record	36
16.26. Prohibited Work	36
16.27. Group Deliveries	36
16.28. Bell Captains’ Services	36
16.29. Required Service	36
16.30. Usher	37
16.31. Bell Classifications	37
16.32. Automatic Glass Washing Machines	37

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ARTICLE 17: BANQUETS	37
17.01. Definition	37
17.02. Service Charge	38
17.03. Regular Employees Working Banquets	38
17.04. Reporting Pay	39
17.05. Distribution of Gratuities	39
17.06. Cocktail Parties	40
17.07. Banquet Minimums and Limitations	40
17.08. Meals for Banquet Employees	41
17.09. Full Function	41
17.10. Teams	41
17.11. Setup and Breakdown	41
17.12. Bartenders	41
17.13. Banquet Training and Work	41
ARTICLE 18: SPECIAL EVENTS	42
18.01. Definition	42
18.02. Gratuities Payable for Special Events — Food and Beverage Service	42
18.03. Private Cocktail Receptions	43
18.04. Bellhop Service	44
18.05. Parties	44
18.06. Payment of Special Event Gratuities	45
18.07. Exception	45
18.08. Special Event Parties	45
18.09. Discount Coupons	45
ARTICLE 19: COMPLIMENTED GUESTS	45
19.01.	45
ARTICLE 20: SENIORITY	46
20.01. Probationary Period	46
20.02. Definition of Seniority	46
20.03. Layoffs and Recalls	46
20.04. Promotions and Preference for Shifts	48
20.05. Break in Continuous Service and Seniority	49
20.06. Notification	50
20.07. Transfers Between Hotels	50
20.08. Transfers Into Bargaining Unit	50
ARTICLE 21: GRIEVANCES AND ARBITRATION	50
21.01. Definition	50
21.02. Time Limit for Filing Grievance	50
21.03. Procedure for Adjusting Grievances	51

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ARTICLE 22: NO STRIKES — NO LOCKOUTS	52
22.01. No Strikes	52
22.02. No Lockouts	52
22.03. Picket Lines	52
22 04 Arbitration Awards	53
ARTICLE 23: MANAGEMENT RIGHTS AND RESPONSIBILITIES	53
23.01. Rights to Manage	53
23.02. Rules and Posting	53
ARTICLE 24: COURT APPEARANCE AND JURY DUTY	54
24.01. Court Appearance	54
24.02. Jury Duty	54
ARTICLE 25: HEALTH AND WELFARE	54
25.01. Amount of Contributions	55
25.02. Delinquent Contributions	55
25.03. Acceptance of Trust	55
ARTICLE 26: PENSIONS	55
26.01. Trust and Plan	55
26.02. Contributions	55
26.03. Acceptance of Trust	55
26.04. Delinquent Contributions	56
26.05. 401(k) Plan	56
ARTICLE 27: WAGES	56
27.01. Established Wages	56
27.02. Minimum Wages	56
27.03.	56
27.04.	57
ARTICLE 28: OWNERS AND SUCCESSORS	57
28.01. Ownership	57
28.02. Obligations on Employer Selling or Assigning	58
28.03. Obligations on Successor Employers	58
ARTICLE 29: SUBCONTRACTING AND SUBLEASING	58
29.01.	58
ARTICLE 30: INTRO OF NEW EQUIP. AFFECTING BARGAINING UNIT JOBS	58
30.01.	58
ARTICLE 31: LABOR-MANAGEMENT COOPERATION	59
31.01.	59
31.02.	59

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ARTICLE 32: TRAINING PROGRAM	59
32.01.	59
ARTICLE 33: TERMINATION	61
33.01.	61
EXHIBIT 1 - 2002 WAGE SCALES	62
EXHIBIT 2 - CHECK-OFF AGREEMENT	66
EXHIBIT 3 - RE: SECTIONS 1.02(A) AND 1.02(B)	68
EXHIBIT 4 - RE: SECTION 6.01(B)	69
EXHIBIT 5 - RE: BELL CAPTAIN’S SERVICES	69
EXHIBIT 6 - RE: SECTION 20.04	69
EXHIBIT 7 - RE: USE OF HOST PERSONS	69
EXHIBIT 8 - RE: HEALTH AND WELFARE AND PENSION COVERAGE OPTION	70
EXHIBIT 9 - RE: AUTHORIZED PAYROLL DEDUCT POLITICAL CONTRIB	70
EXHIBIT 10 - RE: COMBINING JOB CLASSIFICATIONS	71
EXHIBIT 11 - RE: IMMIGRATION	71
MEMORANDUM OF AGREEMENT	72
MEMORANDUM OF AGREEMENT	74
SIDE LETTER #1 RE: BAGGAGE HANDLERS/DOOR PERSONS	75
SIDE LETTER #2 RE: POSTING OF STEADY EXTRA POSITIONS	76
SIDE LETTER #3 RE: ARTICLE 29	77
SIDE LETTER #4 RE: ARTICLE 29.01	78
LETTER OF UNDERSTANDING	79

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AGREEMENT

THIS AGREEMENT is made and entered into as of the 1^st day of June, 2002 by and between HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO (hereinafter called the “Employer”) and its successors and assigns, and the LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS, for and on behalf of CULINARY WORKERS UNION, LOCAL NO. 226, and BARTENDERS UNION, LOCAL NO. 165 (hereinafter called the “Union”).

WITNESSETH:

WHEREAS, pursuant to a valid reopening notice dated March 8, 2002, and served upon the Employer by the Union, the parties have, by negotiations and collective bargaining, reached complete agreement on wages, hours of work, working conditions and other related, negotiable subjects to be incorporated into a new Labor Agreement which shall supersede all previous verbal or written agreements in conflict with or modified by this Agreement applicable to the employees in the bargaining unit defined herein which may have existed between the Employer and the Union or between the predecessor of the Employer, if any, and the predecessor of the Union, if any.

NOW, THEREFORE, in consideration of the foregoing, the execution of this Agreement and the full and faithful performance of the covenants, representations and warranties contained herein, it is mutually agreed as follows:

ARTICLE 1: RECOGNITION AND CONTRACT COVERAGES

1.01. Recognition of the Union.

The Employer recognizes the Union as the exclusive collective bargaining representative for the Employer’s employees employed at its facility as indicated in the first paragraph of this agreement, and excluding any persons working for the Employer at any other facility, including those located in Clark County, Laughlin or Reno, Nevada or any subsequently acquired property not organized by the Union, working under the Union’s jurisdiction and working in those job classifications listed in Exhibit 1, attached to and made a part of this Agreement. The Employer and the Union agree that all employees working in classifications listed in Exhibit 1 are properly within the bargaining unit. Any classification established by the Employer not listed in Exhibit 1, where all of the employees’ duties are covered by this Agreement, shall be a part of this Agreement at a wage rate comparable to related job classifications.

1.02. Open and Excluded Classifications.

(a) The classifications set forth below are included in the bargaining unit, but their wage scales shall be open, and they shall be covered only by Articles 11, 14, 15, 25 and 26 of this Agreement and, where applicable, those provisions dealing with gratuities. There shall be no split shifts for Specialty Room Chefs. The provisions of Article 21 may be invoked as to person employed in such classifications solely for the purpose of processing grievances limited to disputes or differences involving the meaning, interpretation, and/or application of the Articles

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specified above. This shall not preclude the Union from filing grievances under, other Articles for claimed violations of its rights.

Banquet Captain	Head Host Person	Pastry Chef (one per Employer)
Bell Captain	Specialty Room Chef	Porter Shift Supervisor
Head Butcher	Maitre d'Hotel	Specialty Room Head Person

(b) Non-bargaining unit employees shall perform no bargaining unit work except such occasional work as is reasonably connected with or incidental to the proper and orderly conduct of the hotel operations they are supervising.

ARTICLE 2: HIRING OF EMPLOYEES

2.01. Hiring Procedure.

Whenever the employer finds it necessary to hire new employees for those classifications covered by this Agreement, it may recruit and procure applicants from any source.

At its sole option, the Employer may notify the Union who shall assist the Employer in obtaining applicants who meet the qualifications required by the Employer. When applicable, the Union’s selection of applicants for referral shall be on a nondiscriminatory basis, and shall not be based upon or in any way affected by membership in the Union or the Union’s bylaws, rules, regulations, constitutional provisions or any other aspects or obligations of Union membership, policies, or requirements, or upon an applicant’s race, color, religion, sex, age or national origin.

The Employer shall be the sole judge of an applicant’s suitability, competence and qualifications to perform the work of any job to be filled. The Employer may accept or reject any applicant for employment in accordance with applicable laws.

When the Employer considers applicants for employment who have not been referred to the Employer by the Union’s dispatch office, the Employer shall, in order to maintain a consistent and orderly process, advise such applicants that in order to obtain employment they must be dispatched by the Union’s dispatch office in accordance with the regular procedures of that office. The Employer may designate to the Union’s dispatch office, by name, the employees that shall be dispatched for available positions. The Employer agrees no employee will be hired or put to work without a referral slip from the Union’s Dispatch Office except in the case of an emergency. The Union’s referral service shall send applicants named by the Employer directly back to the Employer. Such applicants named by the Employer shall be processed by the Union’s referral service without any discrimination. Any applicant named by the Employer shall be permitted by the Union’s referral service to register in the same manner as others. If there are any problems with processing of applicants, the parties will review such problems and make such changes as may be necessary.

2.02. Employee Orientation.

The Employer shall give the Union the option to participate in the Employer’s employee orientation process for new employees. Union representatives shall be allowed to either

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participate jointly or immediately subsequent to Employer representatives in giving new employees information about the Union, the collective bargaining agreement and the benefit programs under the agreement. In advance of each orientation meeting, the Employer shall provide the Union with a list of all new employees who will be involved in the orientation, including each employee’s name, social security, job title, department and Article 10 category. The Employer will not make any negative references to the Union during the Employer’s interviewing, hiring and orientation processes. The Employer shall not advise applicants or employees as to the need for or desirability of Union membership.

2.03. No Individual Contracts.

No employee covered by this Agreement shall be compelled or allowed to enter into any individual contract or agreement with the Employer concerning conditions of employment, which varies the terms or conditions of employment contained in this Agreement.

ARTICLE 3: UNION SECURITY

3.01. Union Shop.

Subject to the provisions of the Labor Management Relations Act, 1947, as amended, it shall be a condition of their employment that all employees covered by this Agreement who are members of the Union in good standing on the date of execution of this Agreement shall remain members in good standing during the period of their employment at the Employer’s Clark County, Nevada establishment; and those who are not members of the Union on the date of execution of this Agreement shall, on the 30th day following execution of this Agreement, become and remain members of the Union while employed at the Employer’s Clark County, Nevada establishment. It shall also be a condition of employment hereunder that all employees covered by this Agreement shall, on or after the 30th day following the employee’s first employment by the Employer in classifications covered herein, become and remain members of the Union throughout the period of their employment with the Employer.

3.02. Effect of State Laws.

Notwithstanding anything to the contrary therein, Section 3.01 shall not be applicable if all or any part thereof shall be in conflict with applicable law; provided, however, that if all or any part of Section 3.01 becomes permissible by virtue of a change in applicable law, whether by legislative or judicial action, the provisions of Section 3.01 held valid shall immediately apply.

3.03. Check-Off.

The Check-Off Agreement and system heretofore entered into and established by the Employer and the Union for the check-off of Union dues by voluntary authorization, as set forth in Exhibit 2, attached to and made a part of this Agreement, shall be continued in effect for the term of this Agreement.

3.04. Indemnification.

The Union will indemnify and save the Employer harmless against any and all claims, demands or other forms of liability which may arise out of, or by reason of, any action taken or not taken by the Employer, at the request of the Union, in accordance with the provisions of this Article.

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ARTICLE 4: UNION REPRESENTATIVES

4.01.

Authorized representatives of the Union shall be permitted to visit the Employer’s establishment for the purpose of communicating with employees and supervisors regarding Union business and collecting Union dues, assessments and initiation fees. Such visits shall not interfere with the conduct of the Employer’s business or with the performance of work by employees during their working hours. Union representatives will be required to report to the designated office or Security and sign in and wear identification while on the premises of the Employer.

4.02. Union Stewards.

The Union may select trained Union Stewards from among the employees. Union Stewards may act as Union representatives, or may assist Union representatives in proceedings under Article 21 of this Agreement (Grievance and Arbitration), and the discussion with the Employer’s designated representative of questions or concerns regarding the Employer’s work practices and procedures, provided that a designated Union official provides the Union Steward and the Employer’s designated representative with specific written authorization permitting the Union Steward to engage in such activity. The Steward shall not engage in the authorized activities described above on paid work time, unless the Employer’s designated representative provides specific authorization to the Union Steward. No employee shall participate in meetings, discussions or other activities with the Steward while the employee is on paid work time, unless the Employer’s designated representative agrees that the employee should attend on paid work time. Stewards engaged in activities authorized by the Union shall comply with the obligations imposed upon authorized Union representatives by Article 4 of this Agreement.

4.03. Union Stewards.

In an effort to avoid problems for employees who also act in the capacity of Union Stewards, it is necessary to establish guidelines so that those employees adhere to the Employer’s rules and policies and still have the ability to fulfill their obligations as a Union Steward. The Union and the Employer therefore agree to the following guidelines:

1. Before any employee can be recognized or function as a Union Steward, the Employer must receive from the Union an authorization letter appointing the employee as a Union Steward for the department in which the employee works and stating whether such Union Steward is permitted to engage in meetings. Such authorization may be general for various issues, meetings and/or grievances or specific to a particular issue(s), meeting(s) and/or grievance(s) but in all cases shall specifically state the scope of that Union Steward’s authority (for example whether the Steward can sign off on a settlement of a grievance) and the effective date and termination date of such authority.

2. Only one (1) Union Steward appointed by the Union per shift per department in which bargaining unit employees are employed, but if a department is unusually large, the Union may select more than one (1). If the Employer asserts that there are too many Union Stewards, the parties agree to consult and discuss ways to limit the number.

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3. Employees acting as Union Stewards must obtain a proper photo ID badge, through the same procedure Union representatives obtain such badges, for off-duty use to enter the service area of the Employer’s facilities. All procedures relating to badges for Union representative shall apply equally to badges issued to Union Stewards. When not in use, I.D. badges will be maintained in the Security Office just inside the employee entrance.

4. Employees acting as Union Stewards who conduct business while off duty must sign in at a location designated by the Employer and pick up I.D. badge to provide evidence that the individual is on the property as an agent of the Union and not as an employee, I.D. badges must be returned to the Security Office (where picked up) upon exiting the property.

5. Employees appointed as Union Stewards may not engage in any of his/her steward’s duties or activities while he/she is on work time. An appointed Steward may engage in such activities while he or she is on authorized breaks or lunch periods. However, under no circumstances and at no time shall an appointed Steward engage in his/her steward’s activities with a co-worker who is on work time.

6. Employees acting as Union Stewards may become involved in investigatory meetings with the Employer only when such meetings may reasonably lead to discipline of a co-worker and only if requested by the co-worker.

7. Employees acting as Union Stewards requesting copies of documents or information regarding a co-worker must make such requests to the Human Resources office.

8. Employees acting as Union Stewards must provide Human Resources with their regular work schedule and advise of any changes to their schedule.

9. Employees acting as Union Steward must keep confidential any information obtained regarding co-workers’ problems and/or discipline and not discuss such information with other employees who are not involved.

10. Employees acting as Union Stewards must attend and successfully complete the Union’s shop steward training program.

4.04. Employee Information.

To permit the Union to properly and efficiently carry out its responsibilities, the Employer shall provide the following information to the Union:

(a) By the 10^th day of each month, a list of all employees hired into the bargaining unit during the preceding month, including each employee’s name, social security number, address, phone number, department, job title, hire date, Article 10^th category, sex and date of birth.

(b) By the 10* day of each month, a list of all bargaining unit employees terminated and the reason therefor, placed on leave of absence or transferred out of the bargaining unit, and of all employees transferred into the bargaining unit, during the preceding month including each

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employee’s name, social security number, date of birth, and the date(s) of such personnel transactions, and the expected date of return for leaves of absence.

(c) The reports described in subsections (a) and (b) shall be sent to the Union by fax, mail or via email.

(d) The Employer shall furnish the Union with a quarterly list of all employees in the bargaining unit, including each employee’s name, Social Security number, department, job title, date of birth, date of hire and sex. This report shall be in computer-readable format electronic form in any one of the following media:

1.	31/2 diskette in Formatted Text (Space Delimited) format
2.	CD ROM in Formatted Text (Space Delimited) format
3.	ZIP Disk in Formatted Text (Space Delimited) format
4.	Via e-mail transmission

ARTICLE 5: SALARIES AND WAGES

5.01. Weekly Payment.

Regular employees shall be paid weekly, provided that if the Employer’s practice in the past has been to pay semi-monthly or bi-weekly it may continue to do so. Paychecks (other than for employees in “open” classifications) must show the number of hours paid for in that pay period, broken down by straight-time and overtime hours. Records on the source and dates of gratuities included on paychecks shall be made available to the employees on request.

5.02. Gratuities.

All gratuities left by customers are the property of the employees exclusively, and no Employer or department heads not covered by this Agreement shall take any part of such gratuities or credit the same in any manner toward the payment of an employee’s wages. Cash gratuities left by guests checking out of rooms shall be the property of Guest Room Attendants unless otherwise specified by the guest in writing. Except as provided otherwise in this Agreement, employees shall not be required to divide their gratuities with any other person(s) and they shall not be coerced or discriminated against to cause them to do so. The Employer shall not post or display notices restricting gratuities; provided, however, that where the Employer has special events, sales promotions or other functions where the price charged includes gratuities, the Employer may publish and distribute literature, brochures and tickets for same which contain a notice of statement that gratuities are included in such price, if such notice or statement specifies which classifications of employees receive the gratuities.

Gratuities, regardless of the amount, signed by a registered hotel guest on that guest’s individual hotel checks, or by a registered hotel guest or other customer on the guest’s individual credit card, shall be paid to the employee in cash either after the end of the shift or immediately prior to the commencement of the employee’s next shift, provided that, in the case of gratuities signed on a hotel check, the employee must have followed the Employer’s established and published

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procedure for verifying that the person who signed for the gratuity is a registered hotel guest and is not exceeding his/her established credit limit.

No employee shall solicit gratuities from other employees.

5.03. Terminated Employees.

Whenever the Employer discharges an employee, the wage and compensation earned and unpaid at the time of discharge shall become due and payable within twenty-four (24) hours.

Whenever an employee resigns or quits his employment, the wage and compensation earned and unpaid at the time of his resignation or quitting must be paid no later than:

1.	The day on which he would have regularly been paid the wage or compensation; or
2.	Seven days after he quits or resigns, whichever is earlier.

5.04. Delinquencies.

If the Employer becomes delinquent in the payment of wages or is operating in receivership by the Board of Trade or a creditors’ committee, or in the case of liquidation or bankruptcy, all salaries accrued become due and must be paid at once. In such cases, the Union reserves the right at any time to demand and receive daily payment of wages to all employees, provided that by mutual agreement of the Employer and the Union such wages due may be deposited in an approved escrow.

5.05. Deductions and Donations.

(a) No employee shall be required to subscribe to any form of insurance or to make contributions or suffer any deductions from wages without written authorization of such employee, except as may be required by law.

(b) There shall be no automatic cash deductions from an employee’s wages for any cash shortage until after consultation with the employee and the responsibility for the shortage has been established by the Employer; provided, however, that prior to any such deductions the employee may have the Union review the case with the Employer. When any said deduction is permitted under the preceding sentence, then, in no event shall the deduction be delayed beyond the latter of five (5) days or the next paycheck due after the employee is notified of the intent to deduct. The Employer shall notify an employee in writing immediately after its determination that a cash shortage exists for which it intends to deduct the shortage from the employee in accordance with the preceding sentence unless the matter is otherwise resolved.

(c) So long as Food Servers observe the Employer’s published procedure governing walkouts, there will be no automatic cash deductions from employees’ wages pending an investigation.

5.06. Superior Workmen.

The wage scales in this Agreement are minimum scales and do not prohibit the Employer from paying higher wages. It is specifically agreed that the employees compensated at said higher

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wage rates may be returned to the scales published herein at the sole discretion of the Employer. Employees paid Superior Workmen rates shall have their wages increased by amounts of not less than the increases in the minimum wage scales as specified in Exhibit 1, attached to and made part of this Agreement, for the classifications in which they are employed.

5.07. Combination Jobs.

(a) When an employee works in two or more classifications in any day, he/she shall be paid for that day at the rate of pay for the highest classification, provided that this shall not apply in cases of relief for meal or rest periods.

(b) The Employer shall have the right to discuss with the Union, during the term of this Agreement, combining job classifications and the Union agrees to discuss and consider any job classification combinations proposed by the Employer.

5.08. Equal Pay.

The wage scales set forth in Exhibit 1 shall apply equally to male and female employees covered by this Agreement.

5.09. Buffet Servers.

The classification of “Buffet Server” is to be included within the Dining Room classifications found in Exhibit 1 — Wage Scales (6 and 8 hour shifts). Buffet Servers will normally be scheduled for six (6) or eight (8) hour work shifts, and may be scheduled for four (4) hour work shifts only when the buffet is open for four (4) hours. For all shifts worked, Buffet Servers will receive the same hourly pay rate as the Other Room Food Server classification included in the Dining Room classifications.

ARTICLE 6: DISCIPLINE

6.01. Cause for Discharge.

(a) No regular or steady extra employee, after having completed the probationary period under Section 20.01, shall be discharged except for just cause except as provided for in Section 10.07(a). Prior to any discharge for reasons other than dishonesty, willful misconduct, drunkenness, or drinking on the job, being under the influence of a controlled substance on duty, unlawful possession of a controlled substance or using a controlled substance at any time on the Employer’s premises, unlawful sale of a controlled substance at any time, refusing to submit to testing for drug or alcohol usage in accordance with the provisions of Section 6.01(b) of this Agreement, and serious improper behavior or discourtesy toward a customer or guest, failure to report for work without just cause, or walking off the job during a shift, such an employee must be given a written warning and a reasonable opportunity to correct the deficiency. Upon the discharge or suspension of any employee for reasons other than dishonesty, the reason therefore shall be given to the employee in writing, and a legible copy thereof shall be mailed or given to the Union within seventy-two (72) hours after the discharge or suspension. When an employee is discharged or suspended for willful misconduct, the notice shall contain the specific conduct or offense deemed by the Employer to constitute willful misconduct. Upon request by the Union, legible copies of all documents relied upon by the Employer in making the discharge or

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suspension, including copies of any written complaints or reports concerning the employee, either by a customer, an outside agency, or by the Employer’s own employees, and copies of any relevant cash register tapes, shall be furnished to the Union within three (3) working days after such request. The names and addresses of customers who make written complaints against an employee shall be furnished to the Union on request if such are relied on by the Employer as a basis for discharge or suspension of the employee. An employee may not be discharged solely on the basis of verbal complaints by customers. The Union shall furnish the Employer with copies of its inquiry to guests and of the guests’ responses to any Union inquiry within seventy-two (72) hours of receipt. Copies of videotapes shall also be provided upon request, provided the Employer has the copying capability and if the Union pays the reasonable costs for furnishing the copy.

(b) Where there is reasonable cause to believe that an employee is under the influence of alcohol or a controlled substance, the employee, after being notified of the contents of this subsection, must consent to an immediate physical examination at an independent medical facility or suffer the penalty of discharge.

The Employer shall pay for the cost of the examination, and the employee shall be paid for all time required for the examination. A blood alcohol level at or in excess of the then current level allowed by law provides an absolute presumption that an employee is under the influence of alcohol.

(c) Employees with less than three (3) years’ service, and Bell Captains regardless of years of service, may be offered before, after or at any time during the grievance process two (2) months’ pay including the higher of declared or assigned tips in lieu of processing a grievance and arbitrating the discharge. In the event the employee declines this offer when made by the Employer, the Union will not arbitrate the discharge unless it objectively determines that, in its judgment, the discharge constituted a flagrant miscarriage of justice. In the event a positive determination is made, and the Union processes the discharge to arbitration, the arbitration procedure to be used, i.e., either the expedited procedure or the regular arbitration procedure, shall be determined by the Employer notwithstanding the provisions of Section 21.03(3).

6.02. Warning Notices.

Warning notices issued to employees must specify the events or actions for which the warning is issued. Warning notices shall be issued to employees as soon as possible after the Employer is aware of the event or action for which the warning notice is issued and has a reasonable period of time to investigate the matter; but in any event, warning notices shall be issued to employees only at the end of a shift. A legible copy of any written warning notice issued to employees shall be mailed or given to the Union within seventy-two (72) hours after its issuance by the Employer. Upon request by the Union, legible copies of all documents relied upon by the Employer in issuing the warning notice, including copies of any written complaints or reports concerning the employee, either by a customer, an outside agency, or by the Employer’s own employees, and copies of any relevant cash register tapes, shall be furnished to the Union within three (3) working days after such request. The names and addresses of customers who make written complaints against an employee shall be furnished to the Union on request if such are relied on by the Employer as a basis for the warning notice. An employee may not be issued a warning

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notice solely on the basis of verbal complaints by customers. Warning notices, written customer complaints, and reports of outside agencies or of the Employer’s own security force concerning conduct of an employee shall become null and void one (1) year after the date of issuance and may not thereafter be used as a basis for or in support of any subsequent discharge or disciplinary action.

6.03. Time of Discharge.

Except as provided in Section 7.02, no employee shall be discharged on his/her day off or while on vacation or leave of absence.

6.04. Disciplinary Suspension.

No employee shall be suspended or laid off or have his/her shift, station or days off changed for discriminatory reasons, or for disciplinary purposes unless a prior written warning has been given the employee except where the suspension is for one of the enumerated causes for discharge. All suspensions shall be for reasonable periods under the circumstances of each case. An employee may not be given a disciplinary suspension solely on the basis of verbal complaints by customers. Suspensions shall become null and void one (1) year after the date of issuance and may not thereafter be used as a basis for or in support of any subsequent discharge or disciplinary action.

6.05. Mitigation of Damages.

Any employee covered by this Agreement who is discharged by the Employer and who disputes his/her discharge was for just cause shall have an affirmative duty to mitigate any potential damages which might result to the Employer in the event the discharge involved is subject to Article 21 - Grievance and Arbitration and an arbitrator overrules the discharge. In any dispute over the amount of back pay due to an employee under an arbitration award, the arbitrator shall have no authority to award any back pay to that employee unless that employee or the Union has affirmatively proven by a preponderance of the evidence that the employee has fulfilled his/her duty to mitigate damages at all times since his/her discharge.

ARTICLE 7: REPORTING PAY

7.01. Reasons for Payment.

When the Employer or its representative orders an employee to report for work, or fails to notify an employee not to report for work as previously scheduled, for any reason, and said employee is not allowed to work, the Employer shall pay the employee at the employee’s regular rate of pay for the employees’ scheduled shift, provided, however, that where an employee is sent home after commencing work because the Employer cannot present scheduled entertainment due to bona fide illness or disability of the entertainer or entertainers to perform, the employee shall be paid for the hours actually worked or four (4) hours, whichever is greater.

7.02. Discharged Employees.

Employees who are discharged must be notified not later than the end of their shift, except in cases of discharge for dishonesty discovered by the Employer after the end of the shift. If this is not done and the employee reports for work on his/her next regularly scheduled shift and is not allowed to work, the employee shall be paid for the scheduled shift.

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7.03. Early Shift Release.

Employees shall not be required by the Employer to leave work before the end of a scheduled shift on which the employees have commenced work, subject to the provisions of Section 7.01; provided that this Section shall not be construed to prohibit an employee, with the Employer’s approval, from voluntarily leaving work early if the employee so desires and being paid only for the time actually worked on the shift.

ARTICLE 8: DISCRIMINATION AND LIE DETECTOR TESTS

8.01. Prohibited Discrimination.

There shall be no discrimination by the Employer or the Union against any employee because of membership or non-membership in, or activity on behalf of the Union, provided that an employee’s Union activities shall not interfere with the performance of the employee’s work for the Employer. In accordance with applicable laws, there shall be no discrimination against any employee with respect to compensation, terms, conditions, privileges of or opportunities for employment because of race, color, religion, sex, age, national origin, disability or sexual orientation.

8.02. Lie Detector Tests Prohibited.

(a) No employee shall be required or requested by the Employer to take a lie detector test.

(b) Applicants for positions other than those for which individual bondable status is required under Section 8.04 shall not be given lie detector tests.

8.03. Confessions or Statements.

No employee shall be required, requested or coerced by the Employer or by any employee of the employer to resign, or to sign a confession or statement concerning his/her conduct unless a Union representative is first given an opportunity to be present.

8.04. Bondable Status.

In accordance with the present practice as it exists with this Employer, employees who regularly, in the course of their employment, are required to handle money or negotiable instruments may be required to maintain bondable status as a condition of employment.

ARTICLE 9: WORK SHIFTS, WORKWEEK AND OVERTIME

9.01. Shift and Weekly Overtime.

(a) For the purposes of computing overtime only, eight (8) hours shall constitute a full shift based on a five (5) day work week; ten (10) hours shall constitute a full shift, based on a four (4) day work week; and six (6) hours or less shall constitute a short shift. All work performed in excess of eight (8) hours or ten (10) hours, if applicable on one (1) workday, or in excess of forty (40) hours in a week shall constitute overtime and shall be paid for at time and one-half (1-¹/2X) the employee’s straight-time hourly rate of pay. Work performed on an employee’s sixth (6^th) and seventh (7^th) consecutive days of work shall be paid for at time and one-half (l-¹/2X) and two and

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one-half (2-¹/2X) the employee’s straight-time hourly rate of pay respectively. Overtime shall not be paid under this Section for more than one reason for the same hours worked. There will be no pyramiding of overtime. Holidays not worked and paid for at straight-time under Section 12.02(a) of this Agreement shall count as a shift for the purposes of Section 9.03(a) of this Agreement, and if on an employee’s regularly scheduled day of work, for the purposes of computing weekly overtime.

Ten (10) hour shifts may be scheduled for employees in all classifications, except for Cooks and Miscellaneous Kitchen Help and Housekeeping classifications, who may voluntarily agree to be scheduled for ten (10) hour shifts. All work performed by an employee with a ten (10) hour shift on that employee’s fifth (5^th) consecutive day of work will be paid at time and one-half (1-¹/2X), on that employee’s sixth (6^th) consecutive day of work will be paid at two times (2X), and on that employee’s seventh (7^th) consecutive day of work will be paid at two and one-half (2-¹/2X) the employee’s straight-time hourly rate of pay respectively.

(b) The workweek for steady extras shall coincide with the Employer’s workweek. If a steady extra works more than forty (40) hours in a workweek or more than eight (8) hours in a shift, overtime will be paid at the appropriate overtime rate. Also, if a steady extra employee works a consecutive sixth (6^th) or seventh (7^th) day from one workweek into the next, overtime shall be paid for such sixth (6^th) and seventh (7^th) consecutive days as provided for above. Employees absent for personal reasons on one or more of their first five (5) scheduled days of work in their workweek may work at the Employer’s request on a scheduled day off in the same workweek at straight-time.

9.02. Days Off.

Days off shall be consecutive, and an employee who works on a scheduled day off shall be paid in accordance with Section 9.01. Employees shall not be required to work on their scheduled days off.

9.03. Guaranteed Work.

(a) Regular and relief employees who are scheduled and report for work at the beginning of their workweek shall be guaranteed pay for the following number of shifts for which they are scheduled in that workweek.

(b) 1. Not less than four (4) or five (5) full shifts as defined in Section 9.01 for:

COOKS AND MISCELLANEOUS KITCHEN HELP CLASSIFICATIONS except Dishwashers for banquets and private parties;

DINING ROOM CLASSIFICATIONS except Showroom Captain, Host Person, all Server classifications, all Bus Person classifications, all Cashier and Checker classifications;

CASINO CLASSIFICATIONS (Booth Cashiers, Change Persons, Carousel Attendants);

HOUSEKEEPING CLASSIFICATIONS;

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BAR CLASSIFICATIONS except Banquet Bartenders and BARTENDERS serving hospitalities, cocktail parties and bars for Specialty/Gourmet Rooms where the room is only open four (4) days per week, Showroom Service Bartenders for a showroom where there is only one show per night;

BELL DESK CLASSIFICATIONS except for Baggage Handlers.

2. Not less than four (4) or five (5) full or short shifts as defined in Section 9.01 for Host Persons, all Cashier and Checker classifications, Baggage Handlers, for all Food and Cocktail Server classifications except Showroom Servers and Specialty/Gourmet Room Food and Cocktail Servers assigned to such rooms where the room is open only four (4) days, and for all Bus Person classifications except Showroom Bus Persons and Specialty/Gourmet Room Bus Persons when the room is open only four (4) days.

3. Not less than four (4) shifts of at least six (6) hours for Showroom Servers, Showroom Bus Persons. Not less than four (4) shifts of at least six (6) hours for Specialty/Gourmet Room Food Servers and Bus Persons where the room is only open four (4) days per week and Cocktail Servers assigned to such rooms. Not less than four (4) shifts of at least six (6) hours for Showroom Captains. Not less than four (4) shifts of eight (8) hours for Specialty/Gourmet Room Bartenders where the room is only open four (4) days per week. Where there is only one (1) show per night, then the guarantee will be five (5) shifts of at least six (6) hours for Showroom Service Bartenders. Available work in excess of twenty-four (24) hours per week in the showroom shall be distributed equitably among Showroom Servers, Showroom Bus Persons and Showroom Captains.

4. Not less than four (4) or six (6) hours per shift for Turndown Attendant.

(c) However notwithstanding the above provisions, the weekly guarantee shall not apply to the following situations:

1. The first week of employment including the first week of active employment on return from absence from work or layoff.

2. The week in which an employee begins his/her vacation or other absence from the job if said vacation or absence does not begin at the end of the employee’s scheduled workweek.

3. The week in which an employee ends his/her vacation or other absence from the job if the employee does not return to work at the beginning of his/her scheduled workweek.

4. Shift changes brought about by senior employees bidding in accordance with Section 20.04.

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5. The first and last week of employment for employees hired to provide relief for vacations or other absences from the job.

6. Where the Employer, Union and the employee have mutually agreed that the employee would be scheduled for and work less than the contractually provided for workweek and/or shift.

7. When the Employer’s establishment or any part thereof is closed as a result of an Act of God, mechanical failure, fire or failure of an entertainer to perform.

8. When the Employer closes any part of its establishment for any reasons other than those stated in paragraph 7 and notice thereof is given to affected employees at least two (2) weeks in advance.

(d) Employees called to work on their sixth (6^th) or seventh (7^th) consecutive days in a workweek or on any of the holidays listed in Section 12.01 shall be guaranteed a full or short shift on such days, depending on whether they are regularly assigned to a full or short shift, at the applicable rate of pay.

9.04. Single Shift.

No employee shall be required to work more than one (1) shift in any one (1) calendar day. This shall not prohibit the performance of overtime work consecutive with the- employee’s regular shift; provided that if an employee works more than four (4) hours of such overtime, all overtime in excess of four (4) hours shall be paid for at double (2X) the employee’s straight-time rate. Except for relief employees and emergencies, all regular employees shall be allowed a minimum of fourteen (14) hours off duty between the end of one (1) shift and the commencement of the next shift. Relief employees shall be allowed at least eight (8) hours off duty. Except in emergencies, the voluntary return to work of Baggage Handlers, Bellhops or Convention Porters, or in the case of other Porters, (where the employee and the Union agree), or when an employee’s shift schedule is changed or the employee is transferred to a different shift under Section 20.04(b), all work performed by a regular employee within fourteen (14) hours from the end of the employee’s last shift shall be paid at the rate of time and one-half (1-¹/2X) the employee’s straight-time hourly rate of pay. All work performed by relief employees, Baggage Handlers, Bellhops and all Porter classifications within eight (8) hours from the end of the employee’s last shift shall be paid at the rate of time and one-half (1-¹/2X) the employee’s straight-time hourly rate of pay.

9.05. Split Shift.

Split shifts shall be allowed only for Food Servers, Bus Persons and Valets. The split shift shall be eight (8) hours within eleven (11) hours, with one (1) split. Any employee working a split shift shall receive two dollars ($2.00) per shift in addition to the regular rate of pay.

9.06. Posting.

The Employer shall post each week, in a conspicuous place in each department available to Union representatives, a work schedule showing the classification, first and last name, and classification

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date and house seniority date of each employee, and specifying days off and starting and finishing time. When employees not originally scheduled to work during any week are later called into work during that week, their classifications, names, and house seniority date shall be added to the posted work schedule not later than the end of the first shift they worked. The classification and house seniority date listing may be posted on a sheet separate from the work schedule.

Showroom work schedules shall remain posted for four (4) consecutive weeks. At least seventy-two (72) hours notice must be given to employees whose scheduled days off are to be changed. An employee whose shift starting time is to be changed for the employee’s next scheduled shift must be so notified in person before leaving work on his/her prior shift. No regular employee shall be required to call in or stand by for calls. Employees not listed on or added to a current schedule under the provisions of this Section shall be paid at time and one-half (1-¹/2X) their straight-time hourly rate of pay for all work performed while they are not on the schedule. Shifts may not be rotated.

ARTICLE 10: RELIEF, STEADY EXTRA AND EXTRA EMPLOYEES

10.01. Regular Employee.

A regular employee is an employee carried on the Employer’s regular payroll who has been hired to work not less than the number of full or short shifts guaranteed for the employee’s particular classification under Section 9.03 hereof.

10.02. Relief Employee.

A relief employee is a regular full-time employee who usually, but not always, works varied shifts to relieve other regular employees on the latter’s day(s) off. Relief employees shall be covered by all the provisions of this Agreement.

10.03. Extra Employee.

An extra employee, as distinguished from a steady extra, is a temporary or part-time employee who is hired for predesignated shifts (which predesignated shifts shall be communicated to the hiring hall) to perform work in addition to or as vacation or temporary absence replacement for regular and relief employees already employed by the Employer. The predesignated period may be extended where the replacement or supplemental period is extended upon agreement with the Union. Such agreement by the Union will not be unreasonably withheld. Extra employees shall not be covered by Articles 6,11,13 and 20, nor by Section 9.03,12.02(a), 16.19, and 24.02.

10.04. Steady Extra Employee.

A steady extra employee is a temporary or part-time employee assigned to the Extra Board who is carried on the Employer’s regular payroll and who may be called by the Employer to perform work in addition to, or as vacation or temporary absence replacement for regular employees. However, steady extra employees are not intended to be used in lieu of scheduling regular employees where business justifies regular employees.

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10.05. Extra Work Premium.

A steady extra or an extra employee who works less than five (5) shifts in a workweek shall be paid three dollars ($3.00) per full shift, or one dollar and fifty cents ($1.50) per short shift in addition to the employee’s regular shift wage for each shift worked, provided that the employee works all shifts offered in that workweek.

10.06. Steady Extra Board.

The Employer shall have the right to establish a Steady Extra Board consisting of steady extra employees who, in the first instance, must have been referred to the Employer in accordance with the provisions of Article 2 of this Agreement but who, thereafter, may be called to work by the Employer as needed.

The number of steady extra employees who may be carried on the Employer’s Steady Extra Board shall not exceed one (1) or ten percent (10%) of all tipped classifications, whichever is greater, or one (1) or five percent (5%) of all non-tipped classifications, whichever is greater, except where a higher number or percentage was specified in the 1980-84 Agreement. If during the last quarter of 1983 the Employer had a greater number or percentage of steady extra employees in any classification than the number or percentage provided herein, it may continue to use such higher number or percentage. The average number of regular employees employed shall be determined on the basis of employment during the prior quarter, except that for the first quarter of the term of this Agreement said average numbers shall be based upon employment for the last quarter of 1983.

The Employer shall provide the Union with a list of extra and steady extra employees and shall update the list quarterly. For purposes of computing the percentages of steady extra employees to be utilized, an employee who has worked both as a regular employee and a steady extra employee in the same quarter shall not be counted.

10.07. Conditions Applicable to Steady Extra Board Personnel.

(a) Employees carried on the Steady Extra Board shall be covered by all the terms of this Agreement, except that the following provisions shall not be applicable to such employees: Sections 9.03, 12.02(a), 13.01(h) and Article 20, provided further that Article 6 is not applicable to post probationary employees who have worked less than forty (40) shifts in the preceding six (6) consecutive month period. Article 21 shall not be applicable to claims asserted under the above specified provisions of the Agreement. Vacation pay under Article 11 shall be prorated on the basis of time actually worked for the Employer by such employees, after one (1) year of service. In addition to the provisions of Article 6, an employee on the Steady Extra Board may be terminated without recourse to Article 21 because the employee fails, refuses, or is unavailable to work more than twenty-five percent (25%) of the shifts made available to him/her in any sixty (60) day period. Except as provided in Section 20.03, and provided they are otherwise qualified to perform satisfactorily the work to be done, Steady Extra Board employees shall be offered all steady extra work in the order of their seniority amongst themselves before extra employees are hired.

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(b) The Employer shall offer to steady extra employees in a classification, in accordance with their steady extra classification seniority, the first two out of every three permanent vacancies in that classification, after regular employees in that classification have exhausted their rights under Section 20.04(b) of this Agreement. Every third such vacancy may be filled by promotion as provided in Section 20.04(a) of this Agreement.

Steady Extra employees will have the same rights as other employees to bid for promotions using house seniority from original date of hire (20.04{a}).

Steady Extra Board employees who become regular or relief employees shall not be required to serve a new probationary period provided that the transfer is within the same classification. If a Steady Extra becomes a regular or relief employee, their classification seniority shall date from most recent date of transfer into their present classification on a full-time basis, and house seniority shall date from original date of hire.

(c) Extras who work forty (40) shifts in the same classification for one (1) employer in any twelve (12) month period, commencing after June 1, 1989, shall at that time either become a Steady Extra, in that classification, if there is a Steady Extra position available at that time, within the contractual limitations on the number of Steady Extras, or if not, be offered the next available Steady Extra position in that classification, and in the meantime may continue to work as an Extra.

An Extra who becomes a Steady Extra under this provision shall not be required to serve a second probationary period.

If an Extra refuses an available Steady Extra position, they shall lose their rights to that position, but may earn a new right by working an additional forty (40) shifts. However, they may continue to work as an Extra. These rights do not apply to banquet extras.

10.08. Seasonal Cocktail Server and Bartender Assignments.

It is hereby agreed that the Employer will staff Cocktail Servers and Bartenders at the pool, a seasonal assignment, in the manner described herein. Pool shifts will first be offered to regular employees according to the bidding procedure in Section 20.04(b) of the Collective Bargaining Agreement. Then, to the extent any such shifts remain, they should be offered to steady extra Cocktail Servers and Bartenders in the manner described in Section 10.07(b) of the Agreement. Any vacancy in a regular shift caused by Cocktail Server or Bartender leaving for a pool shift will be filled by a steady extra Cocktail Server or Bartender in accordance with the procedure described in Section 10.07(b). At the end of the pool shift for the season, employees who received any of the assignments identified above shall be returned to their original status; i.e., a regular Cocktail Server or Bartender who took a pool shift will go back to the original shift and station held before the pool shift, a steady extra who took a pool shift will go back to the same relative position on the steady extra board (and time spent on the pool shift shall be counted as steady extra seniority), and a steady extra who took a regular shift vacated by a regular who took a pool shift shall be returned to the same relative position on the steady extra board (and time spent on the regular shift shall be counted as steady extra seniority).

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ARTICLE 11: VACATIONS

11.01. Amount of Vacation.

After one (1) year of continuous service, without a break in employment, with the Employer, and on each annual anniversary date thereafter of this continuous employment with such Employer, an employee shall become entitled to a paid vacation in accordance with the following schedule:

Years of	Amount
Continuous Service	of
With the Employer	Paid Vacation
1 year	1 week
2 years	2 weeks
6 years	3 weeks
12 years	4 weeks

11.02. Breaks in Employment.

A change in ownership of the Employer shall not break an employee’s continuity of service for the purpose of vacation eligibility. Except as provided otherwise Section 20.05, time absent from work while on authorized leave of absence or while on layoff shall not break an employee’s continuity of service. Neither time absent from work while on authorized leave of absence nor while on layoff shall change an employee’s anniversary date. Time absent from work while on authorized leave of absence or while on layoff shall be counted as months and years of continuous service in computing the number of weeks of paid vacation due and for all purposes of vacation eligibility. Provided, however, that the amount of paid vacation due an employee in a particular anniversary year will be reduced on a pro rata basis to reflect any time absent from work while on authorized leave of absence or while on layoff in excess of a total of thirty (30) days during the twelve (12) months immediately preceding the employee’s anniversary date.

11.03. Time of Taking Vacation.

Vacations are due on the employee’s anniversary date of employment as set forth above and shall be granted at such time if the employee makes a written request therefore at least thirty (30) days prior to the employee’s anniversary date. If an employee does not so request his/her vacation, the Employer may assign the vacation for a period within three (3) months of the employee’s anniversary date of employment; and under such circumstances the employee shall be given at least thirty (30) days’ advance notice by the Employer of the vacation period. Employees with children who attend elementary or high school shall be granted their vacation, if eligible, during the school vacation period upon thirty (30) days’ advance written application to the Employer. As an exception to the foregoing provisions of this Section, showroom employees shall have the option of taking their vacations when the showroom is closed for remodeling or renovation. Subject to the above provisions of this Section, preference for vacation periods shall be based on the seniority of the employees entitled to vacations provided that the employer shall have the right to schedule vacations of employees requesting the same vacation period so as not to interfere with efficient operations of the hotel. The Employer may not deny an employee a

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requested vacation period under the preceding sentence if the Union can furnish a qualified replacement employee for the requested vacation period.

An employee entitled to two (2) or more weeks of vacation may split his/her vacation time into segments of one (1) week each.

An employee must take all vacation time before the end of the anniversary year following the anniversary year in which the vacation is earned.

11.04. Vacation Pay.

(a) Vacations must be taken as paid time off, and no employee shall be allowed to work for the Employer during his/her vacation. Vacation pay shall be computed on the basis of the employee’s current rate of pay, or at the rate of pay of the classification in which the employee worked the majority of his/her preceding anniversary year, whichever is greater; provided, however, that if an employee is regularly scheduled to work in two (2) or more classifications with different rates of pay, the employee’s vacation pay shall be computed on a prorated basis based on the respective periods of time that the employee worked in the different classifications in his/her preceding anniversary year. Vacation pay shall be paid by separate check immediately prior to the commencement of the employee’s vacation. If any holidays specified in Section 12.01 occur during an employee’s vacation, the employee shall receive an additional day’s pay for each such holiday. Vacation pay shall be paid only at the time of vacation. At an employee’s request, pro rata vacation pay shall be paid at the time of the layoff, provided the employee is entitled to at least five (5) days’ vacation pay.

(b) Vacation pay for employees working short shifts shall be computed as follows:

1. Employees who are regularly scheduled to work a short shift of four (4) hours per day shall be paid a vacation based upon four (4) hours’ pay per day.

2. Employees who are regularly scheduled to work a short shift of six (6) hours per day shall be paid a vacation based upon six (6) hours’ pay per day.

3. Employees who are regularly scheduled to work four (4) and six (6) hour short shifts interchangeably shall be paid a vacation based upon six (6) hours’ pay per day.

4. Employees who are regularly scheduled to work four (4) and eight (8) hour shifts interchangeably, or four (4), six (6) and eight (8) hour shifts interchangeably, shall be paid a vacation based upon eight (8) hours pay per day.

11.05. Prorated Vacations.

After completing one (1) full year of employment, if employment is terminated for any reason, vacation pay will be granted in pro-rata amount accrued to the date of termination in the ratio of hours worked to 1,700 hours.

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ARTICLE 12: HOLIDAYS

12.01. Recognized Holidays.

The following days shall be recognized as holidays Under this Agreement:

Washington’s Birthday	Third Monday in February
Memorial Day	Last Monday in May
Independence Day	July 4th
Labor Day	First Monday in September
Thanksgiving Day	Fourth Thursday in November
Christmas Day	December 25th

In lieu of New Year’s Day and Veterans’ Day, two (2) floating holidays to be selected by the employee subject to management approval and in accord with Exhibit 20. If an employee selects Martin Luther King Day as a floating holiday, management approval will not be unreasonably withheld.

12.02. Holiday Pay.

(a) Regular and relief employees shall be paid one (1) day’s pay (based on their regularly scheduled number of shift hours) at their straight-time hourly rate of pay for each holiday as set forth in Section 12.01 on which they perform no work.

(b) Except as provided otherwise in paragraph (c) of this Section, employees who work on any of the holidays set forth in Section 12.01 shall be paid double (2X) their straight-time hourly rate of pay for such work.

(c) Employees who work on any of the holidays set forth in Section 12.01 which is their sixth (6^th) or seventh (7^th) day of work in a workweek shall be paid two and one-half (2-¹/2X) or three (3X) times their straight-time rate of pay for such work, as the case may be.

12.03. Failure to Report.

(a) If an employee was scheduled by the Employer, at least one (1) week in advance of a particular holiday, to work on that holiday and fails to report for such scheduled work, the employee shall not receive any holiday pay.

(b) If there is a pattern of absenteeism established on the work shifts before and/or after a holiday, that employee may be required to provide documentation justifying the absence. In the absence of the requested documentation, holiday pay may be refused.

12.04. Floating Holiday Eligibility.

1. Employee is not eligible to request a floating holiday until he/she has completed his/her probationary period.

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2. Holiday may not be taken prior to day of observance (New Year’s Day or Veteran’s Day), but must be taken prior to next day of observance.

3. Employee must be actively on the payroll and must have received prior management approval in writing. Such approval shall not be unreasonably withheld.

4. Regular or relief employees only.

5. Employees will be paid floating holiday pay based on the number of hours in their regular shift at the time of the day of observance.

6. Must be taken as paid time off.

7. Cannot be canceled within thirty (30) days of approved selection except in emergency.

8. If after the day of observance the floating holiday has not been used or approved to be used prior to the effective date of the employee’s termination, the floating holiday shall be paid at the time of termination if the employee has completed his/her probationary period.

ARTICLE 13: LEAVE OF ABSENCE

13.01. Reasons for Leaves of Absence.

(a) Leaves of absence without pay for a bona fide illness or industrial injury compensable under the Nevada Industrial Insurance Act shall be granted for the period of time that a treating physician certifies that the employee is unable to perform his/her regular job duties.

(b) Leaves of absence without pay for a bona fide medical disability or serious health condition not compensable under the EICON shall be granted for periods not to exceed six (6) months total during any twelve (12) month period except that an employee on a leave of absence under this subsection because of pregnancy or complications arising from pregnancy may supplement the six (6) month leave provided here with a borrowing of part of the leave to which the employee would become entitled under subsection 13.01 (d) after birth of an employee’s child.

(c) Leaves of absence without pay shall also be granted for reasonable periods for death or serious health condition in the employee’s immediate family (spouse, child, parent, grandparent, brother or sister). As soon as possible, the employee shall provide, upon request, all proof or information available as to the need for such a leave.

(d) Leaves of absence without pay for a period of up to twelve (12) months shall be granted for the birth and caring of employee’s children or for the placement of a child with employee for adoption or foster care, provided that 1) the employee shall be entitled to a minimum of twelve (12) weeks during any twelve (12) month period; 2) eligibility for the leave ends one (1) year after the date of birth or placement of the child or, if the employee has borrowed leave pursuant to Section 13.01 (b) for pregnancy related disability, leave under this subsection shall be shortened by the same amount of time borrowed; and 3) proof of the child’s birth or adoption is presented.

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(e) Leaves of absence without pay or benefits shall be granted to up to four (4) employees for the purpose of accepting employment with the Union, provided that 1) the leave may not exceed six (6) months without the mutual agreement of the Employer, the Union and the employee; 2) only one employee may take such leave from any one (1) department at any time during any six (6) month period; 3) the employee on Union employment leave shall not return or be assigned to any property owned and/or operated by his/her Employer for the purpose of engaging in Union business; and 4) while his/her seniority with the Employer will continue to accrue while on this leave, it shall not accrue for vacation entitlement purposes.

(f) Leaves of absence without pay or benefits may be granted by the Employer for other reasons and for periods mutually agreed upon between the Employer and the employee.

(g) Leaves of absence shall be granted in writing and a copy forwarded to the Union; provided, however, that no employee shall lose any rights as provided in this Section by reason of the Employer’s failure to grant a written leave of absence.

(h) Upon return of an employee from a leave of absence provided in this Section, the employee shall be returned to his/her regular job classification, shift and, station (or station rotation) on the day the employee is to return to work. Such employees on a leave of indefinite duration shall be returned to work within five days of the employee’s notification to the Employer of his/her availability to return or, if the leave is under Section 13.01(a), or (b), within five days of receipt by the Employer of the treating physician’s certification that the employee can return.

(i) The Employer shall continue to make contributions for twelve (12) weeks to the Health and Welfare Fund under Article 25 for an employee who is on leave of absence because of a serious health condition, or to care for a spouse, child or parent who has a serious health condition, or for the birth or caring of a child or the placement of a child with employee for adoption or foster care (or for two months for a bonafide medical disability not subject to the FMLA). The twelve (12) week period will begin on the date the leave of absence begins. The contributions required under this provision shall be made at the minimum level necessary under the Health and Welfare Plan to maintain existing benefits under the Plan. Leaves of absence shall not be granted for the purpose of taking outside employment, except as provided in Subsection (f). Any employee on leave of absence who engages in new outside employment or expands the scope of current outside employment or actively works at current outside employment in conflict with his/her serious health condition shall have his/her employment with the Employer terminated immediately.

13.02. Leaves Due to Industrial Illness or Injury.

An employee granted a leave of absence as a result of an industrial injury or illness shall be returned to work on the same shift and, if applicable, station (or station rotation ) in the employee’s regular job classification without loss of seniority, upon written certification by the treating physician that the employee is able to perform such work.

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13.03. Leaves of Absence For Medical Disability Not Covered By the Family and Medical Leave Act (FMLA).

An employee absent five (5) or more days due to medical disability, whether or not compensable under the terms of the Nevada Industrial Insurance Act shall, upon request, present a release from his/her treating physician stating that he/she is physically able to perform the duties of his/her former position. However, if the absence exceeded twenty (20) days, the Employer may also promptly require the employee to be examined by a doctor selected by the Employer, other than the one employed by or regularly retained by the Employer. Such examination shall be paid for by the Employer. If there is a dispute or conflict between the employee’s treating physician and the physician selected by the Employer as to the physical ability of the employee to return to work and perform the duties of his/her former position, the dispute or conflict shall be resolved by arbitration provided for under Section 21.03. Employees absent due to illness or injury shall advise their Employer as to their expected date of return to work, and of any changes therein, but shall not be required to call or advise their Employer daily. If the employee neglects to advise the Employer when he/she calls in as to his/her expected date of return, the Employer’s representative will inquire as to the employee’s expected date of return.

13.04. Relationship to Family and Medical Leave Act.

Where other sections of this Article provide rights greater than those provided for under the Family and Medical Leave Act (FMLA), those other sections govern. Where FMLA provides rights greater than those provided in other sections of this Article, FMLA governs. The rights provided in other sections of this Article shall not be added to those provided by FMLA to produce greater rights than an employee would have under either those other sections of FMLA standing alone; there shall be no duplication of rights. Where FMLA governs instead of other sections of this Article, all of the requirements for a leave under FMLA must be met by the employee. Where other sections of this Article govern, only the requirements set forth in those other sections, and not those in FMLA, must be met by the employee.

The following requirements shall apply to leaves of absences which are available only under the FMLA:

(a) Eligibility for Leave. Employees are eligible for leave under the FMLA if they have worked at least 1,250 hours during the twelve (12) months prior to the requested leaves of absence.

(b) Conditions for Leave.

(1) An employee must provide the employer with thirty (30) days advance notice for any leaves of absence that are foreseeable. If thirty (30) days notice is not given, the Employer has the right to delay the requested leave for thirty (30) days from the date notice is given. If leave is not foreseeable, employees must give as much notice as is practical, generally within one or two business days of when the need for the leave becomes known.

(2) The employee must provide the Employer with a medical certification from a health care provider (within the meaning of the FMLA) for any leaves of absence for a serious health condition of the employee, or to care for the serious health condition of the employee’s spouse, child or parent. The certification shall state the date on which the

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serious health condition commenced; the probable duration of the condition; appropriate medical facts about the condition; a statement that the employee is needed to care for the spouse, child or parent, if applicable; and a statement that the employee is unable to perform the functions of the position, if applicable.

(3) Extensions to FMLA leave may be granted but may not exceed a total of twelve (12) weeks per employee per twelve (12) month period. Extensions must be requested prior to the approved return-to-work date, and must include recertification of the reason or need to extend the leave and an adjusted return-to work date.

(4) An employee may substitute paid leave for FMLA unpaid leave by using already earned paid vacation leave. The period of FMLA leave may not exceed twelve (12) weeks.

(5) When both spouses are employed by the Employer, they may take only a combined total of twelve (12) weeks of FMLA leave during any twelve (12) month period for leaves taken for the birth or placement of a child, or to care for a parent with a serious health condition.

(6) Any employee benefit accrued or earned prior to the date of the FMLA leave will not be lost as a result of the leave.

(c) Leaves of Absence For Medical Disability Covered By The Family And Medical Leave Act (FMLA)

(1) An employee absent five (5) or more days for a leave of absence covered by the FMLA because of his or her own serious health condition (or bona fide medical disability) whether or not compensable under the terms of the Nevada Industrial Insurance Act shall, upon request, present a release from his/her treating physician stating that the employee is physically able to perform the duties of his/her former position. However, the Employer may also promptly required the employee to be examined by a health care provider (within the meaning of the Family and Medical Leave Act) selected by the Employer, other than the one employed by or regularly retained by the Employer. Such examination shall be paid for by the Employer. If there is a dispute or conflict between the employee’s treating health care provider and the health care provider selected by the Employer as to the physical ability of the employee to return to work and perform the duties of his/her former position, the dispute or conflict shall be resolved by a third medical opinion by a health care provider agreed upon by the employee’s and Employer’s health care providers.

(2) Employees absent due to illness or injury shall advise their Employer as to their expected date or return to work, and of any changes therein, but shall not be required to call or advise their Employer daily. If the employee neglects to advise the Employer when he/she calls in as to his/her expected date of return, the Employer’s representative will inquire as to the employee’s expected date of return.

(d) Return from Leave of Absence. Upon return from a leave of absence, the employee shall be returned in accordance with Section 13.01 (h) except that the employee shall be returned to work

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within a reasonable time (in accordance with the law) and that the employee has no greater right to job restoration or to any other benefits and conditions of employment than if the employee has been continuously employed throughout the leave period.

13.05. Light Duty.

(a) During the time that an employee’s bona fide illness or injury compensable under the Nevada Industrial Insurance Act precludes him/her from performing the duties of his/her classification, the Employer reserves the right to assign him/her light duty work which is either covered by or outside the scope of this Agreement. If the bargaining unit employee rejects the assignment to perform light duty work, or accepts such work and then quits, whether within or outside the bargaining unit, the employee shall be disqualified for benefits under the Nevada Industrial Insurance Act. However, if the bargaining unit employee rejects the assignment to perform light duty work (or accepts such work and then quits), the bargaining unit employee shall not otherwise be subject to discipline and shall continue to be entitled to leave for which the employee is eligible under Section 13.01(a) of this Agreement.

(b) (1) If the light duty assignment is to work outside the scope of this Agreement, none of the terms of this Agreement shall apply to the employee including, but not limited to, Articles 6, 9 and 21. However, when the Employer states, when issuing any discipline, that it desires the discipline to be effective with respect to the bargaining unit position (when and if the employee recovers sufficiently to return to the bargaining unit job), the employee shall have the right to grieve the discipline under Articles 6 and 21 of the Agreement.

(2) Notwithstanding the provisions of Section 13.05(b)(1), the Employer agrees to make hourly contributions to the HEREIU Welfare Fund on behalf of the employee performing light duty non-bargaining unit work at the applicable hourly rate specified in Article 25 for hours worked on such light duty as long as health and welfare contributions have not been made for such hours under Section 13.01(i). The Employer also agrees to make hourly contributions to the Pension Fund under Article 26 for hours worked by the employee on such light duty work.

(c) If the light duty assignment is for work covered by this Agreement, the following shall apply:

(1) The employee shall be paid while assigned to such light duty the higher of 1) the temporary total disability rate under State law or 2) the hourly rate of the bargaining unit classification in which the light duty work is being performed.

(2) The Employer shall assign the employee to work hours consistent with the needs of the business and availability of light duty work, and without regard to any guarantee of hours or days of work in this Agreement.

(3) Time spent working light duty shall not count as shifts worked for completion of the probationary period. However, the employee’s shifts worked, before and after assignment to light duty, shall be combined to complete the probationary period. Time spent working

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light duty shall not be considered a break in service when calculating seniority or vacation entitlement.

(4) All Company, House and Departmental rules, subject to Section 23.02 of this Agreement, and all applicable provisions of the collective bargaining agreement, subject to the modifications or restrictions set forth herein, shall apply to such employee.

(5) Employees shall be prohibited from receiving double benefits or recovery, pursuant to the terms of this Agreement and an action or decision by the Nevada Industrial Insurance Commission, Nevada Department of Administration, or any other local, state or federal department, agency or court.

13.06.

Notwithstanding any other provision of this Article, the Employer shall have no obligation to reinstate an employee granted a leave of absence under the provisions of this Article if the employee was laid off in accordance with the provisions of Section 20.03(a) while on the leave of absence and whose continuous service and seniority are broken in accordance with the provisions of Section 20.05(e).

ARTICLE 14: MEALS

14.01. Meals Furnished By Employer.

For the convenience of the Employer, all employees covered by this Agreement shall be required to take the meals hereinafter provided for on the premises of the Employer. Said meals shall be palatable, wholesome and comparable in quality to those served to customers. A selection of meal items shall be made available daily, including at least two (2) meat entrees. The selection of meals shall be posted in the employees’ cafeteria. Breakfast, including eggs, will be available to all shifts. Employees shall have a choice of coffee, tea or milk at each meal, and shall be entitled to a dessert at each meal. No entree shall be included on the menu more than two (2) times in a calendar week. A fish entree shall be included at least once in a calendar week. The number of such meals shall be as set forth in Section 14.02. Except as provided otherwise in Sections 14.02(a) and (b), the Employer shall allow each employee an uninterrupted meal period of thirty (30) minutes on the Employer’s time, plus sufficient time (not to exceed five [5] minutes each way) to go to and from the eating area.

14.02. Number of Meals.

(a) For the convenience of the Employer, Bartenders working ten (10) hour shifts and all employees, working full shifts shall be entitled to two (2) meals per day, one of which shall be eaten within one (1) hour before commencement of the shift and the second no sooner than three (3) hours and no later than five (5) hours after commencement of the shift. Bartenders shall be entitled to one (1) meal to be eaten no sooner than three (3) hours and no later than (5) hours after commencement of the shift.

(b) All employees working six (6) or four (4) hour shifts shall be entitled to one (1) meal per day. Employees working six (6) hour shifts shall eat no sooner than three (3) and no later than

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five (5) hours after commencement of the shift; and employees working four (4) hour shifts shall eat before their shift begins or after their shift ends.

14.03. Pay for Meals Not Furnished.

Whenever meals are not furnished by the Employer as set forth in Sections 14.01 and 14.02, the employee shall be paid, as a penalty, one dollar and seventy-five cents ($1.75) for each meal not furnished. If an employee is required by the Employer to work through a shift without being given a meal period as required under Section 14.02, the employee shall be paid time and one-half (1-¹/2X) the employee’s straight-time hourly rate for the meal period; and if the employee is not furnished at least sandwiches and coffee during the shift, the employee shall be paid, as a penalty, one dollar and seventy-five cents ($1.75).

ARTICLE 15: UNIFORMS AND FACILITIES

15.01. Uniforms Furnished by Employer.

(a) Except as provided otherwise in paragraph (b) of this Section, the Employer shall furnish or pay for all uniforms or work clothes worn by all employees on the job, and also shall launder or clean such uniforms. Smocks may not be furnished in lieu of uniforms. The Employer shall also furnish or pay for shoes, boots and hose for all Cocktail Servers required, directly or indirectly, to wear the same kind or color of shoes, boots or hose. The Employer shall make available a sufficient supply and variety of sizes of uniforms so that all employees will have clean and properly fitting uniforms at all times. A clean uniform shall be furnished to each employee as frequently as needed, but except in unusual circumstances, not more than daily for Cooks and miscellaneous Kitchen Help and not more often than every two (2) days for other employees. Employees must wear the uniforms furnished by the Employer. If the Employer does not furnish capes or sweaters to be worn as part of an employee’s uniform, the employee may wear a sweater furnished by the employee if it has been approved by the Employer as to style and appearance. The Employer shall have rain gear available for use by employees whose duties regularly require them to work outside where they are exposed to inclement weather. Cold weather uniforms or appropriate cold weather jackets shall be furnished by the Employer for Door Persons, Bellhops, Baggage Handlers, and where needed, Porter classifications. Any other outer apparel or jewelry may not be worn without approval of the Employer. Approval shall not be unreasonably withheld.

(b) The Employer shall not be required to furnish or pay for, or pay for laundering or cleaning, the following types of attire or clothes, even though the same may be required by the Employer to be worn on the job:

1. Black tuxedos and accessories for Maitred’s, Captains and Specialty Room Head Persons.

2. Black trousers, shirts, neckties or socks for all Server classifications, Bartenders, and Bus Persons, but the Employer will pay Server classifications and Bartenders (excluding those employed for banquets and as extra employees) an allowance of two

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dollars ($2.00) per week towards the purchase and maintenance of black trousers when required by the Employer.

3. Black or brown shoes for any employees, or low-heel white shoes for Server classifications. The Employer and the Union will meet to discuss appropriate shoes by department.

4. Clothing worn under jackets, vests, uniforms or other outer wear by an employee.

5. Ordinary shoes, boots or hosiery for Cocktail Servers, so long as a special type is not required.

(c) The Employer shall, as a penalty, pay an employee who is not furnished uniforms or work clothes as provided above or for who such uniforms are not laundered or cleaned, one dollar ($1.00) per shift for each shift worked without the required uniform and/or laundering or cleaning.

15.02. Care of Uniforms and Clothing.

(a) The Employer shall not require employees to make deposits for uniforms or clothing furnished by the Employer. Employees shall not wear such uniforms or clothing except while working for the Employer and, where permitted by the Employer, while going to and from work. Except for normal wear and tear, employees shall be responsible for their negligent or careless loss of or damage to uniforms and clothing furnished by the Employer.

(b) Employees claiming to have forgotten their identification badge when reporting for work may not be sent home if they have not previously reported for work without their badge within the preceding ninety (90) days. The Employer may not charge the employee more than the actual replacement cost of a lost identification badge.

15.03. Facilities for Employees.

(a) Except as provided otherwise in paragraph (b) of this Section, the Employer shall provide individual lockers with locks or secure locker bags for all employees, and shall also provide and maintain in a clean and sanitary condition private dressing areas. Except for normal wear and tear, employees shall be responsible for loss of or damage to lockers, locker bags, locks and keys furnished by the Employer, provided that such loss or damage is the fault of the employee. No representative of the employer shall open an employee’s locker or locker bag unless the employee or a Union representative is offered an opportunity to be present. When existing lockers are replaced or new lockers are installed in new or expanded locker room facilities, such new or replaced lockers shall be of reasonable size to accommodate the storage of employees’ clothing and belongings. Locker bags shall be of reasonable size to accommodate the storage of employees’ clothing and belongings.

(b) For all banquet employees for whom the Employer does not provide lockers or locker bags, the Employer shall make available a room where they may leave their personal clothing and other articles while working. Such room shall be locked, and the key kept by a designated

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Employer representative who shall be available to let employees in and out of the room as required.

Banquet employees who lose clothing as a result of the Employer failing to observe this Section, shall be reimbursed for the fair value of the clothing lost.

15.04. Theft.

Where employees, other than banquet employees, lose clothing through failure of the Employer to provide individual lockers with locks or secure locker bags, the Employer shall reimburse the employee for the fair value of the lost clothing.

ARTICLE 16: MISCELLANEOUS

16.01. Clean-Up Work.

Cooks, Food Servers, Bartenders and Apprentice Bartenders shall not be required to sweep or mop floors or do general Porter work; provided, however, that any bargaining unit employee may be required to clean up any accidental spillage or breakage in the room area or bar to which they are assigned, and Apprentice Bartenders may be required to remove bar refuse from behind the bar to an adjacent area for removal by Porters.

16.02. Carrying Tables and Chairs.

Employees in dining room classifications shall not be required to carry tables and chairs from remote storage areas to dining-rooms/showroom or from dining rooms/showroom to remote storage areas, which work shall be the regular duty of Porters. Notwithstanding the above provisions, employees in Bus Person classifications may be required to carry tables and chairs from adjacent areas including storage areas, to and from the dining room/showroom or move tables and chairs within the room.

16.03. Duties of Guest Room Attendants, Porters and House Persons.

(a) Guest Room Attendants shall not be required to perform duties of Porters or House Persons. Guest Room Attendants shall clean and service only guest rooms and perform any incidental cleaning necessary to maintain cleanliness in guest room areas. House Persons are employees who perform cleaning (excluding Guest Room Attendant’s work) in the hotels, including halls, lobbies and rooms. Porters are employees who perform cleaning (excluding Guest Room Attendant’s work) in the hotel and/or casino, in public and non-public areas including halls, lobbies and rooms. Guest Room Attendants shall not be required to move furniture, including rollaway beds, into or out of rooms. Guest Room Attendants shall not be required to turn mattresses nor to use heavy duty commercial power vacuums to clean rooms. Porters, House Persons and Kitchen Workers may clean spots on walls, but cannot clean the entire surface. Porters, House Persons, Kitchen Workers and Guest Room Attendants are not to clean ceilings or perform any work which they cannot perform while standing on the floor, provided, however, Guest Room Attendants may be required to use a one-step stool provided by the Employer for the purpose of cleaning bathroom mirrors, Rest Room Attendants assigned to more than one (1) rest room shall be paid at the Porter rate.

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(b) When a Porter or House Person performs duties other than those set forth as the duties of Porters and House Persons in Sections 16.02, 16.03(a) and 16.05, or those duties which Porters, House Persons and Guest Room Attendants may not perform under paragraph (a) of this Section, he/she shall be paid at the rate for the classification of Utility Porter/House Person. Employees using mechanical scrubbers who strip and buff floors or terrazzo surfaces shall be paid as Shampoo Porters.

(c) Turndown Services

1. The parties hereby establish a Turndown Attendant classification.

2. Responsibilities and duties: responsible for “turndown service” in Employer’s guest rooms, including but not limited to:

A. Removing bedspreads and folding back bed linens.

B. Placing amenities on night stand, e.g., one beverage/cordials per person; one mint per person; one glass per person.

C. Change towels, if required.

D. Remove trash, if required.

E. Clean ashtrays, if required.

F. Other than the above types of duties, Turndown Attendants shall not perform Guest Room Attendant duties.

3. Shift: 4 hours (as needed)

4. Wages: GRA hourly rate plus $1.00 per hour premium.

5. Effective Date:                     , or as required by Employer’s Housekeeping Management.

(d) The presently existing workload per shift for Guest Room Attendants shall not be increased during the term of this agreement. The workload is defined as the number of rooms or “credits”, credits for special items such as extra-dirty rooms and VIP rooms, and the assignment of pickup rooms. A change in total square footage of the rooms assigned to a station shall also be considered to be an increased workload within the meaning of this subsection if the increase is five percent or more of the total square footage presently existing. The maximum number of rooms or “credits”, as established in this subsection, shall be reduced as follows:

     (1) One room or credit reduction for each checkout room over 11 on any shift that a Guest Room Attendant’s assignment contains 12 or more room checkouts.

	Reduction in
Checkouts	Rooms or “Credits”
12 13 14	1 2 3

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If during the course of the shift a scheduled checkout room becomes a stayover instead, the foregoing reduction will not be made with respect to that room. If more than one credit is given for a suite, that same number shall be used in calculating the number of checkouts (for example, a suite worth three credits would be counted as three checkouts) when the suite is a checkout. This subsection applies only to Guest Room Attendants assigned to day shifts.

     (2) One room or credit reduction whenever a Guest Room Attendant is required to make up three rollaways, cribs, cots (or any combination of these) on a shift.

     (3) One room or credit reduction if a Guest Room Attendant accepts an assignment including rooms on more than two floors during a shift.

(e) By no later than June 30, the Employer and Union will meet to memorialize in a side letter the present schedule of credits for suites, if there has been no decrease in the amount of credit given for any suites since December 1, 2001. If there has been a decrease since December 1, 2001, then the Union and the Employer shall form a committee to examine the questions of how to define what is a “suite” and to determine the amount of credit towards a shift workload a Guest Room Attendant shall receive for a suite. The committee shall decide these questions within 90 days following the effective date of this Agreement and its decision on all or part of these questions shall be final and binding on the Union and the Employer. If the committee fails to agree on any part of the questions submitted to it, then either the Union or the Employer shall have the right to refer the unresolved issues to arbitration under Section 20 of this Agreement, and the arbitrator shall have the power to decide those issues.

(f) Only a special team of Housepersons who have been trained fully in the cleanup and disposal of human wastes that may present biomedical hazards shall clean any vomit, feces or (in quantities greater than drops) blood from any room.

(g) Guest Room Attendants shall have the option of wearing a uniform with or without long pants.

(h) In each room serviced, a Guest Room Attendant shall be allowed to leave a tip envelope with their name on it, for the purpose of gratuity left by the guest for them. A Guest Room Attendant may retrieve the envelope upon cleaning the room, and if not able because of schedule, the envelope shall be given to the status board for safe keeping and claimed the next working day by the Guest Room Attendant.

16.04. Apprentice Bartenders.

Apprentice Bartenders are not to serve drinks or ring sales on any register. Only a Bartender may relieve a Bartender for a meal period; provided, however, that where one (1) Bartender is ‘ employed on a bar for a full shift of eight (8) hours, an Apprentice Bartender may relieve the Bartender for his/her break periods. An Apprentice Bartender may not relieve more than one (1) Bartender during any one (1) shift under the foregoing sentence. Notwithstanding the above

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provisions, an Apprentice Bartender may relieve two (2) Bartenders during any one (1) shift for breaks and meal periods at those bars where there is only one (1) Bartender working the bar for a full shift.

16.05. Mopping of Floors.

Except as provided in Section 16.01, mopping of floors shall be the duty of Porters, House Persons, Kitchen Workers and Rest Room Attendants.

16.06. Furnishing of Linen and Equipment.

Sufficient linen must be supplied to the Guest Room Attendants on their floors. Proper equipment shall be furnished.

16.07. Room Service.

(a) Room Service Servers and Bus Persons shall be responsible for delivery and removal of service to and from hotel rooms, provided, however, that Guest Room Attendants, while cleaning rooms, may be required to remove such service from the rooms to the hall immediately outside the rooms. A service charge of ten percent (10%) of the check shall be paid to Room Service Servers for setting up for cocktail parties/hospitalities in private rooms. For purposes of this Section, a cocktail party/hospitality is a gathering of ten (10) or more persons in a private room or suite in which alcoholic beverages, mixes, glasses, ice or food are delivered by the Room Service Server. A service charge of one dollar thirty-five cents ($1.35) for each delivery made by a Room Service Server or Bus Person shall be paid for delivering complimented items such as liquor or fruit and other similar items, but excluding meals and beverages served with meals, sent to the guest room by the Employer. It is agreed that Bartenders may work four (4) hour shifts for cocktail parties/hospitalities in suites and be paid at the Banquet Bartender rate.

(b) The current practice with respect to the amount and distribution of room service gratuities shall be continued at the Employer for the term of this collective bargaining agreement. The Employer may utilize room service bus persons to deliver complimented items in accordance with Section 16.07(a). Where the complimented item(s) to be delivered requires more than normal set up by the Server, for example, leave the room service area to prepare the complimented item(s) or prepare the complimented item(s) in the room service area, the Server will be guaranteed a gratuity of five dollars ($5.00) per delivery. Where the Food Server is required to deliver the complimented item(s) and service the guest for the event in the room, the Food Server shall be guaranteed a gratuity of fifteen percent (15%) of the menu price of the food and beverage served with a cap of one hundred fifty dollars ($150) per Server who actually performed the work.

16.08. Aprons, Boots and Hard Hats.

The Employer shall furnish rubber aprons and boots for any employee required to use steam or water hose, and shall furnish hard hats to butchers.

16.09. Bartenders and Apprentice Bartenders.

Bartenders and Apprentice Bartenders shall not be required to do general Porter work. Bartenders and Apprentice Bartenders may not take cash for food checks or serve food.

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16.10. Union Buttons.

Union buttons may be worn on the job at all times.

16.11. Rotation of Stations.

Except for restaurant areas reserved for hotel and casino executives, stations for qualified Food Servers shall be rotated equitably on a daily basis, provided that the Employer shall not rotate Food Servers from a counter area to a table area, or vice versa, or from room to room. Stations for Cocktail Servers, other than those in the casino, shall be rotated daily within a room on an equitable basis. Stations for Cocktail Servers which include any area of the casino as part thereof shall not be rotated, nor shall Cocktail Servers’ stations at the swimming pool be rotated. The rotation schedule shall be posted with, or as part of, the work schedule required to be posted under Section 9.06.

Only those classifications enumerated in the preceding paragraph and Bartenders have food and beverage stations. The Employer shall determine the composition of stations and may change the composition of stations from time to time based upon business requirements and productivity.

16.12. Change Persons.

Change Persons shall not carry more than twenty (20) pounds in change belts or perform cleanup duties. Carousel Attendants and Change Persons assigned to the floor may not be interchanged except in cases of absenteeism or for relief on meals and breaks or when it is necessary to do so to maintain customer service.

Appropriate seats, stools or chairs must be provided in all casino Cashier booths to the extent feasible. The Employer must meet with the Union to discuss the feasibility of seats, stools or chairs in other Cashier, Checker or Cashier/Checker stations.

Cashier booths may not be located in carousels unless a Carousel Attendant is also assigned to that location at all times the booth is in operation.

16.13. Break Periods.

Employees working ten (10) or eight (8) hour shifts shall receive two (2) ten (10) minute break periods on the Employer’s time, one (1) prior to their meal period and one (1) following the meal period. Employees working six (6) or four (4) hour shifts shall receive one (1) ten (10) minute break period on the Employer’s time. Rest areas shall be maintained in a clean condition. The Employer shall provide, in convenient areas for each department, a record sheet for employees to sign when they leave for and return from their break period. It shall be the employees’ responsibility to sign such sheets, which shall be kept by the Employer for thirty (30) days.

16.14. Bell Captains and Bellhops.

Except in emergencies, Bell Captains are not to perform the duties of Bellhops. Bellhops shall ‘ not regularly relieve Bell Captains except during meal and break periods and on a graveyard shift. Bellhops shall not be required to leave the premises except for the purpose of servicing hotel guests who must be temporarily accommodated at adjacent facilities. In the absence of a

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Bell Captain from the bell desk, it shall be manned by Bellhops on a rotating basis with the last “front” being assigned to the bell desk.

16.15. Valets.

On days when valet service is available to guests, except on Saturday, one (1) Valet must be on duty for one (1) eight (8) hour shift designated by the Employer, which may be a split shift with one (1) split in an eleven (11) hour period. If a Valet works a split shift, he/she shall be paid the split shift premium under Section 9.05. If there is not enough valet work to keep a valet busy during a shift, he may be assigned, if needed, to perform Bellhop duties provided that he does not displace another employee. On Saturdays, one (1) Bellhop may be designated by the Employer as Valet and paid at the Valet rate. Bellhops may be required by the Employer to perform pickup and delivery service from and to guests’ rooms during rush periods and when no Valet is on duty, provided that in such cases the last Bellhop who handled a “front” shall be the Bellhop required to perform the necessary valet service. If a Bell Captain performs the duties of a Bellhop because the Bellhop is performing the valet service, the Bell Captain shall be required to turn over any tips he/she may have received for such service to the Bellhops or Bellhop who otherwise would have performed such Bellhop service.

16.16. Floor Coverings.

Floor slats, resilient compound mats or a comparable alternate type of floor covering, shall be provided at stations where employees in the Cooks and Miscellaneous Kitchen Help classifications stand to perform their work, and at permanent bar stations.

16.17. Showroom Stations.

Showroom Food Servers shall not be assigned stations of less than eighteen (18) seats per server. Where Food Servers are working as a showroom team, the failure of one (1) member of the team to report for work shall not result in the other’s station being changed. Showroom Food Servers shall not be assigned stations of more than thirty (30) seats per server for a dinner show and sixty (60) seats per server for a cocktail show, except in unusual circumstances where, due to absenteeism or an unanticipated influx of guests it is necessary to do so to maintain customer service. The Employer reserves the right to increase the number of seats per station assigned to a server to forty (40) in a combination dinner/cocktail show. A showroom is a specially designed theater-type facility where food or beverage is served to guests from an established menu, and/or where there is an established minimum charge, and where patrons are afforded an opportunity to make advance reservations through a Showroom Reservation Clerk, and where a headline entertainer or variety or production show is presented.

16.18. Presentation of Checks.

(a) When checks are presented to guests or customers, they shall be presented by either a Bartender, a Sommelier, a Food Server or a Cocktail Server; provided, however, that the above provision of this Section shall not apply in cases of banquets, buffets, cafeterias and snack bars or where a master check for a group function is presented. Notwithstanding the above, a Bartender may only present a check to guests or customers for bar items.

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(b) Food Servers at all restaurants shall be guaranteed a gratuity of seventeen percent (17%) on checks of 8 or more guests.

16.19. Notice by Employee.

If an employee is unable to report for work, the employee shall notify or cause notice to be given to the department head, assistant department head, shift supervisor or other designated Employer representative who will be available for such purpose, at least four (4) hours prior to commencement of the employee’s shift except where it is unreasonable under the circumstances for the employee to give such notice. The Employer will log and maintain a record of such calls. An employee who has been absent for a period of not more than five (5) days, due to illness or injury, shall be allowed to return to work on his/her next regularly scheduled shift after the day the employee has notified the Employer of his/her availability for work, provided that such notice has been received by the Employer no later than two (2) hours prior to the time the employee’s last regularly scheduled shift would have ended. An employee who is unable to report for work for more than five (5) days shall comply with all of the medical and notice requirements set forth in Section 13.03.

16.20. Knife Sharpening.

The Employer shall sharpen or pay a service to sharpen knives for Cooks, Butchers, Bakers and Pantry Workers at least once a month.

16.21. Parking.

The Employer shall provide for employees, without charge, a paved parking area on the Employer’s premises or on property in a reasonable proximity to the Employer’s premises. Access to the parking area must be by way of a paved area. During hours of darkness, the employees’ parking area shall be well lighted, and shall either (1) be patrolled at least once each half-hour by a security officer, or (2) shall have a security officer assigned full-time to that area at a central observation point or at a single entrance-exit point.

16.22. Doorpersons.

If a stationary Doorperson is employed on a shift, he/she shall be primarily responsible for loading and removing guests’ luggage in and from private automobiles, taxis and limousines, and for summoning taxis for guests.

16.23. Baggage Handlers.

If employed, only Baggage Handlers shall transport luggage from outside areas such as dock areas of the hotel to the bell desk and tag luggage to make it ready for Bellhops, provided that Bellhops shall not be prohibited from doing such work as part of their regular duties.

16.24. Room Service Captains.

Room Service Captains may deliver orders or serve parties only in turns with the Room Service Servers working the same shift, and a turn sheet shall be kept.

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16.25. Work Record.

(a) If the Employer is currently utilizing time clocks for employees covered by this Agreement, it shall continue to do so; and if the Employer has three hundred (300) or more guest rooms and is not currently utilizing time clocks, it shall, within sixty (60) days after the effective date of this Agreement, commence to do so and shall require all employees to punch in prior to the commencement of any work and to punch out after work. Time card records will be made available to the Union on any grievance concerning a violation of this Section.

(b) The Employer may utilize or adopt a mechanical or electronic time recording system other than a time clock. In such case, employees provided with an identification card or other instrument for operating the time recording device shall be responsible for same, provided that the Employer may not charge an employee more than the actual replacement cost of a lost identification card or other instrument. Employees claiming to have forgotten their identification card or other time recording instrument when reporting for work may not be sent home if they have not previously reported without such card or instrument within the preceding ninety (90) days.

16.26. Prohibited Work.

Room service employees shall not perform the duties of Bartenders and Apprentice Bartenders, provided that Room Service employees shall be permitted, at the request of guests, to set up, open and dispense alcoholic and other beverages for guests in their rooms when the group does not constitute a cocktail party as defined in Section 16.07(a).

16.27. Group Deliveries.

Except where the Employer now pays a higher rate which shall not be reduced, when Bellhops deliver magazines, newspapers, or similar items, they shall receive ten cents (10¢) for each delivery left outside a guest room and fifty cents (50¢) for each delivery left inside the room. This shall not apply to hotel-related individual deliveries. Where more than twenty-five (25) deliveries are made to the same group, Bell Captains shall share in the total gratuity on the same percentage basis specified for Captains in 17.05(b).

16.28. Bell Captains’ Services.

Services historically performed, on the premises of a particular establishment, by Bell Captains, including, but not limited to, baggage transfers, car rentals, travel reservations, and tours, may continue to be performed by Bell Captains at that establishment, and all fees and commissions from the performance by Bell Captains of such services shall be retained by them; provided, that this arrangement shall cease when and to the extent the Employer undertakes to perform such services either directly or by a franchise or concession. It is expressly understood and agreed that the foregoing provisions of this Section are excepted from and are not subject to the provisions of Section 29.01.

16.29. Required Service.

Bus Persons cannot be employed to work unless Food Servers are also employed. Bus Persons cannot perform the traditional duties of Food Servers. Notwithstanding the foregoing sentences of this Section, Bus Persons may be employed for a cafeteria or full self-service type operation

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without the employment of a Food Server, and shall be paid the Cafeteria Bus Person rate set forth in Exhibit 1; provided that no guaranteed gratuities shall be payable by the Employer to Bus Persons employed for such an operation.

16.30. Usher.

An usher is an employee who seats guests in a specially designed facility with theater-style seating in which plays, concerts and/or other types of musical entertainment are presented, and in which no food or beverage service is provided.

16.31. Bell Classifications.

Any bell classification, in the absence of a Bellhop, may remove items from the checkroom to be released to guests or taken to the bell desk.

16.32. Automatic Glass Washing Machines.

As to those establishments which now utilize automatic glass washing machines, they shall be operated under the following conditions:

1. Cocktail Servers will not be required to remove, rack or shelve cocktail glasses which emerge from the machine;

2. Cocktail Servers will continue to be required to empty or otherwise remove straws, stir rods, napkins, ice and other material from dirty glasses, and to place the dirty glasses on the conveyor leading into the machine. If there is no space on the conveyor for the glasses, the Cocktail Servers may place the glasses in some other proximate location, to be designated by the Hotel.

3. Cocktail Servers will not be required to clean or maintain the sink which is adjacent to the glass washing machine, nor will they be required to clean, load with soap or otherwise service or maintain the dishwashing machine;

4. The Agreement does not prohibit any Cocktail Server from voluntarily racking clean glasses if he/she so desires, or from voluntarily removing clean glasses from the washing machine for use, as needed.

5. None of the other duties or functions of Cocktail Servers not specifically discussed here are affected in any way by this Agreement.

No Employer which does not now utilize automatic glass washing machines shall utilize them during the term of the contract.

ARTICLE 17: BANQUETS

17.01. Definition.

A banquet shall be deemed to be any function which has been regarded and paid at the banquet rate according to the custom and usage of the trade, including cocktail parties. Steady extra banquet employees are banquet employees carried by the Employer on its regular payroll and

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used by the Employer as needed. Steady extra banquet employees shall be covered by the provisions of this Article 17 and, in addition, by Articles 6, 11, 20, 21, 25 and 26; provided however, that (1) vacation pay under Article 11 shall be prorated on the basis of the time actually worked for the Employer by such employees, and (2) seniority under Article 20 shall be for purposes of layoff and recalls only, and shall be applicable only as among the Employer’s steady extra banquet employees.

17.02. Service Charge.

(a) On all banquets it is obligatory on the Employer, that a seventeen percent (17%) service charge of the total charges for food and beverage shall be paid to the Food Servers, Cocktail Servers, Bus Persons, Captains, Host Persons and Banquet or Catering Managers who have a current Captain’s book and work the function, in addition to the designated wages. This distribution of such gratuities shall be in accordance with paragraph 1 of 17.05(b), attached to and made a part of this Agreement. The Employer shall post in a conspicuous place available to banquet employees, prior to or during the banquet function, the menu, the number of guests, the name of the group, and the price charged for the food and beverage. If a server is designated by the Employer to act as Captain or Host Person for a banquet, he/she shall be paid the Captain or Host Person rate and shall share in the distribution of gratuities as a Captain or Host Person.

(b) House sponsored promotional events for which no charges are made to the customer shall be exempted from provisions of 17.02(a). Servers working such an event shall receive a guaranteed gratuity of 17% of the menu price not to exceed $175.00 per server.

(c) Exception. House sponsored events for employees or employees and their guests shall be exempted from the provisions of 17.02(a). Servers working such an event shall receive a guaranteed gratuity of the rate of 17% of the Employer’s cost not to exceed $175.00 per server.

17.03. Regular Employees Working Banquets.

(a) Except for brunches regularly scheduled on a daily basis, such as those now offered to the public at certain hotels, regular, relief or extra employees shall not work on banquets unless the Union is unable to furnish banquet employees, nor shall banquet employees be employed as regular, relief or extra employees. Notwithstanding the preceding sentence of this Section, the Employer may use regular employees in the classifications of Dishup and Bus Persons for work at brunches offered to the public, on weekends only, provided that (1) Dishup employees are paid as extra employees for such work, and (2) Bus Persons are paid for such work at the applicable rate for at least six (6) hours. Food servers working at such weekend brunches shall be Banquet Food Servers and paid as such.

(b) The Employer may use Steady Extra Cocktail Servers and Steady Extra Bartenders for banquets at which only cocktails are served. The Employer may use regular or relief employees if there are not enough steady extra employees available to staff the particular banquet. The Employer may use Steady Extra Other Room Food Servers, Steady Extra Showroom Servers, and Steady Extra Bartenders for banquets at which food is served, including food with cocktails and food without cocktails. The Employer may use regular or relief employees if there are not enough steady extra employees available to staff the particular banquet.

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No instances in which a steady extra employee fails, refuses, or is unavailable for such banquet work will be considered for purposes of Section 10.07(a) of this Agreement (termination of steady extra employees for failure, refusal, or unavailability for work made available).

(c) Where brunches and buffets normally scheduled in one room are moved to another room for part of the week, regular, relief or steady extra employees who normally work the brunch or buffet may work the function when it is moved to an alternative site.

17.04. Reporting Pay.

(a) When the Employer or its representative orders a banquet worker to report for work and said employee is not allowed to work, the Employer shall pay the employee the minimum compensation provided in Section 17.07; provided, however, that the above provision of this Section does not apply to any employee reporting in a condition which obviously prevents the proper performance of the normal duties by the employee, to employees who report to work without a valid health card or other documents that may be required by Local, State or Federal law, to employees who previously have been designated in writing by the Employer to be unsatisfactory because of the commission of the kind of offense listed in Section 6.01(a) or, for a six (6) month period, to employees who previously have been validly so designated for any other reason.

(b) The Union shall not under Article 2 refer to the Employer, persons whom the Employer previously has designated in writing to be unsatisfactory because of inability to do the work properly.

17.05. Distribution of Gratuities.

(a) All gratuities, whether for banquets or otherwise, belong to the employees in accordance with the provisions of 17.05(b), and no part of the gratuities belong to the Employer or any representative of the Employer (other than Banquet or Catering Managers as provided in Section 17.02) and are not a part of the basic wage established by this Agreement. The distribution of gratuities among banquet workers shall be in accordance with 17.05(b). The Employer shall exert its best efforts to make available to the Union by 3:00 p.m. of the day following the banquet function all wages and gratuities for banquet workers, a breakdown of the distribution of gratuities for all food and beverage, the name and date of the banquet function and room where held, the total price for all food and beverage, the number of guests in attendance, and the names and social security numbers of the banquet workers; provided, however, that where an extra banquet worker works banquet functions at this hotel on successive days, his/her wages and gratuities for said functions may be forwarded or made available on the day following the last successive banquet function which the extra banquet worker works.

(b) 1. Fourteen percent (14%) of the total gratuity of a banquet function, other than a cocktail party as defined in Section 17.06 and events discussed in Sections 17.02(b), 17.02(c) and 18.02(d), shall be divided evenly among Captains, Host Persons, and Banquet or Catering Managers (who meet the requirements of Section 17.02), who work the function. The Employer may determine the distribution of the even share allocated to

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the Banquet or Catering Managers. Eighty-six percent (86%) of the total gratuity shall be divided evenly among Food Servers and Cocktail Servers.

2. On cocktail parties, as defined in Section 17.06, fourteen percent (14%) of the total gratuity shall be divided evenly among Captains and Host Persons who work the cocktail party. Eighty-six percent (86%) of the total gratuity shall be divided evenly only among Food Servers or Cocktail Servers, as the case may be, and Bartenders who work the cocktail party.

17.06. Cocktail Parties.

At cocktail parties only, including those preceding a banquet and including those where only hors d’oeuvres are served, and where Food Servers or Cocktail Servers are employed solely for the cocktail party, gratuities shall be distributed, in accordance with paragraph 2 of 17.05(b), attached to and made a part of this Agreement, only among Bartenders, Food Servers, Cocktail Servers, and Captains and Host Persons who work the cocktail party except that Bartenders shall not participate in gratuities where Food Servers or Cocktail Servers serve customers from a regularly established service bar.

17.07. Banquet Minimums and Limitations.

(a) Breakfasts: Two (2) hours minimum. A Food Server shall not be required to serve more than thirty (30) customers and for each additional person shall receive fifty cents (50¢) in addition to his/her regular wages.

(b) Luncheons: Three (3) hours minimum. A Food Server shall not be required to serve more than thirty (30) customers and for each additional person shall receive fifty cents (50¢) in addition to his/her regular wages.

(c) Dinners: Four (4) hours minimum. A Food Server shall not be required to serve more than thirty (30) customers and for each additional person shall receive sixty cents (600) in addition to his/her regular wages.

(d) Buffets:

1. Breakfasts: Two (2) hours minimum.

2. Luncheons: Three (3) hours minimum.

3. Dinners: Four (4) hours minimum.

A buffet is a regular meal (breakfast, luncheon or dinner) where guests are served or serve themselves from a display of foods; provided, however, that for purposes of this Article, a buffet shall not be deemed to include buffets, cocktail buffets or other meals offered regularly to the public and served by regular employees.

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4. There shall be no limit on the number of customers a Food Server may be required to serve at a buffet.

5. On banquet buffets, Food Servers shall be responsible for all food and beverage fountain setups, replenishment of same and breakdown.

(e) Work performed in excess of the minimum shifts set forth above shall be paid at the hourly rates set forth in Exhibit 1.

17.08. Meals for Banquet Employees.

Banquet employees shall receive one (1) meal for each function worked, to be eaten within forty (40) minutes prior to the start of the employee’s work.

17.09. Full Function.

No banquet employee eligible for gratuities shall share in gratuities unless the employee works the full function; provided, however, that at banquets where cleanup must be delayed until the conclusion of speeches or a program, only that number of employees sufficient to do the cleanup work need be retained, and those employees not retained shall nevertheless share in the gratuities.

17.10. Teams.

Except for French service where teams are required, Banquet Food Servers are responsible only for their individual stations and may not be required to work in teams.

17.11. Setup and Breakdown.

Banquet Food Servers and Bus Persons if employed are responsible for all setup and breakdown work in the banquet room.

17.12. Bartenders.

(a) Bartenders employed for banquets shall receive the Banquet Bartender rate provided they shall be employed or paid for not less than four (4) hours for each banquet function.

(b) In accordance with the present practice of the Employer, Banquet Bartenders are responsible for all setup and breakdown work in the banquet room. Barbacks, Bar Porters, or Convention Porters will be responsible for transporting portable bars to and from work areas.

17.13. Banquet Training and Work.

It is the objective of the Employer and the Union to increase the economic opportunities for all bargaining unit employees. In recognition of the foregoing, the Southern Nevada Joint Management Culinary and Bartenders Training Fund shall establish a training course to help the bargaining unit employees acquire the banquet service skills needed to be eligible for employment.

In order to give trained bargaining unit employees from other departments the opportunity to pick up extra banquet work, the Employer will staff banquets with in-house “C” list employees whenever possible, if there are not enough roll-call servers available. Post roll-call banquet work will be strictly voluntary.

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ARTICLE 18: SPECIAL EVENTS

18.01. Definition.

For purposes of this Article, special events shall be deemed to be:

(a) Any event for a person, persons, group or groups arranged by a travel agent, booking agent, hotel sales representative, convention agent, promotional representative, operator or any other individual or agency where tickets, coupons or package prices for food and/or beverages to be served to patrons of such events are involved and where regular employees of an establishment covered by this Agreement provide such service.

(b) Any event for which no charges are made to the customer for that event.

18.02. Gratuities Payable for Special Events — Food and Beverage Service.

(a) Except for those events described in 18.01(b), for each meal and/or beverage served to a person included in a special event, Food and Cocktail Servers shall be guaranteed a service charge of not less than seventeen percent (17%) of the then current menu price of the same meal and/or beverage applicable to the general public in the room such meal and/or beverage is served.

(b) If a customer included in a special event is served a meal in a room with an established menu, but the meal being served does not appear on the then current menu, the gratuity for Food Servers serving such meal shall be computed on the basis of seventeen percent (17%) of the price charged for such meal or seventeen percent (17%) of the hotel’s then current menu price for the lowest priced hot entree available to the public in said room, whichever is greater, except as provided in Sections 18.01(b) and 18.08.

(c) If a special event customer is served a meal in a room that has no established menu, the gratuity for Food Servers serving such meal shall be computed on the basis of seventeen percent (17%) of the price charged for such meal or seventeen percent (17%) of the then current coffee shop menu price, including a la carte service for a comparable meal, whichever is the greater, except as provided in Sections 18.01(b) and 18.08.

(d) For those events described in 18.01(b), servers working said event shall receive a guaranteed gratuity of seventeen percent (17%) of the then current menu price not to exceed one hundred fifty dollars ($150.00) per Server.

(e) In applying Article 18, it is understood that for regularly scheduled performances presented in the showroom, an employee in the Culinary Workers’ unit shall be guaranteed the right to present a check for the full amount of any admission charge to the showroom and any food and beverage served or, in the event an employee in the Culinary Workers’ unit is not given an opportunity to present such a check, the Employer shall pay the applicable service charge applied to the Employer’s actual total charge for admission to the showroom, and any food or beverage served. These provisions shall continue in full force and effect until and unless the Employer

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introduces a “Ticketron-type” computer ticket sales system and shall be reinstituted should the Employer establish such a system but then remove it.

The Employer may establish such a ticket sales system on or after December 1, 1989. In the event the Employer does so, Food Servers in the showroom shall, for a period of twenty-four (24) months following the introduction of such system, be guaranteed by the Employer a gratuity equal to ten percent (10%) of all the normal ticket prices for all seats sold in that Server’s station. All seats sold in the showroom shall be included in Servers’ stations. The parties shall agree in each hotel on a specified split of such guaranteed gratuities for Bussers in the Showroom.

In the event the Employer establishes such a system on or after June 1, 1991, the guaranteed ten percent (10%) gratuity described above shall apply for twelve (12) months following the introduction of such system.

The Server shall be guaranteed the right after such a system is introduced to present a check for the full amount of any food and beverage served or, in the event the Server is not given an opportunity to present such a check, the Employer shall pay a service charge of seventeen percent (17%) applied to the full normal price of any food and beverage served.

At the Tropicana, and in any new showroom opened which does not result in a full or partial diminution of work opportunities in an existing showroom, the Employer may institute a (Ticketron-type) system without the guarantee described above for existing facilities, but with the same provisions for presentation of checks and/or guaranteed gratuities on food and beverage.

The Employer agrees to negotiate with the Union regarding the effects on any employee whose position is displaced in connection with the introduction of a “Ticketron-type” system.

18.03. Private Cocktail Receptions.

(a) Cocktail Servers serving guests included in a special event at the second show in the main showroom shall be guaranteed a minimum gratuity per person served or seventeen percent (17%) of the then current minimum charge to the general public for the second show, except as provided in Sections 18.02(a), 18.02(b) and 18.08.

(b) Food and Cocktail Servers and Bartenders serving guests included in a special event at a cocktail party, and Captains and Host Persons who work the function, shall be paid a gratuity computed on the basis of seventeen percent (17%) of the hotel’s then-current bar or bottle charges applicable to similar functions attended by guests who are not part of a special event, except as provided in Sections 18.01(b) and 18.08, and except that Bartenders shall not participate in gratuities where Food or Cocktail Servers serve customers from a regularly established service bar. The distribution of such gratuities shall be in accordance with paragraph 2 of l7.05(b).

(c) In any room where there is live entertainment which is included in a special event function, the Cocktail Servers shall be guaranteed, for each drink served to a special event guest, a service charge of seventeen percent (17%) of the then-current beverage price applicable to

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members of the general public served in such room except as provided in Sections 18.01(b) and 18.08.

(d) Where a special event beverage ticket or coupon, for which a charge has been made by the Employer, is presented to a Bartender or Cocktail Server who serves the beverage to the guest, the Bartender or Cocktail Server shall receive from the Employer a gratuity of seventeen percent (17%) of the established beverage price, except as provided in Section 18.08, all such tickets or coupons issued or authorized by the Employer shall contain thereon the words “Gratuity Included”.

18.04. Bellhop Service.

Where Bellhops are not given the opportunity to room special event or complimented guests, they shall receive not less than two dollars and twenty-five cents ($2.25) per person checking in and out, provided that the guest requests Bellhop service. For package guests, the Bellhops shall receive for each person using the package, two dollars and twenty-five cents ($2.25) for each guest checking in or out. This shall be evidenced by a coupon contained in the package. Notwithstanding the above provisions Bellhops shall be guaranteed a gratuity of two dollars and twenty-five cents ($2.25) per person checking in and/or out only where baggage is delivered and removed as part of a group arrival or departure and the guest requests Bellhop service. The two dollars and twenty-five cents ($2.25) amount will not apply to special events and/or packages that were agreed upon and/or proposed prior to the execution of this Agreement, provided that the Employer furnishes the Union with a list of such special events and/or packages. Set arrivals and/or departures shall be evidenced by a manifest. These guaranteed gratuities shall only be paid to Bellhops who actually perform the services. These guaranteed gratuities do not apply to diverted air carriers. All new contracts and offers will be at the $2.25 rate. The Employer will furnish the Union with a list of all such contracts and offers at the $2.00 rate.

18.05. Parties.

(a) If the Employer has a New Year’s Eve or other similar party, except as defined in 18.01(b), at which a meal is served, Food and/or Cocktail Servers who serve guests shall be paid by the Employer a service charge of two dollars ($2.00) or seventeen percent (17%) of the menu price or price charged for the food and beverage served, whichever is the greater. If the only charge to guests for such a party is an admission charge and there is no established menu for the room in which the party is held, the service charge for Food and Cocktail Servers shall be computed on the basis of seventeen percent (17%) of the established banquet menu price for the food and beverage served, or, if greater, seventy-five cents (75¢) per person served. The foregoing provisions of this Section shall not apply where a check is presented by the Food or Cocktail Server to the guest for payment in cash or for signature by the guest and chargeable to the guest’s account, or where the guest is complimented by the Employer and the check contains thereon the words, “Complimentary — Gratuity Not Included.”

(b) New Year’s Eve parties in rooms other than the main showroom which are treated by the Employer as banquets shall be subject to the provisions of Article 17, and gratuities for Food and Cocktail Servers shall be determined under the provisions of Section 17.02(a) and (b).

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18.06. Payment of Special Event Gratuities.

Gratuities for special events shall be paid to employees who provide service not later than the payday for the payroll period in which such service was rendered. At such time the Employer shall make available to the Union the names and date of special event groups and the names of employees and amount of gratuities received by them on their paychecks for the pay period involved, with the gratuities broken down by source.

18.07. Exception.

Affairs which are exclusively for the benefit of charity shall be exempted from the provisions of this Article.

18.08. Special Event Parties.

Charitable parties when in the showroom in a group of more than ten (10) but less than one hundred (100) and when not part of a convention, and where management has ordered that the entire party be seated together, shall have their guaranteed gratuity computed on the basis of the price charged or one dollar and fifty cents ($1.50) per person, whichever is the greater. Such charges will be specified in writing showing the date of the party, charges made for food and/or beverage served and the name and number in the group served. Such specification sheets will be made available to the Union upon request.

18.09. Discount Coupons.

Discount coupons not exceeding two dollars ($2.00) for food or fifty cents (50¢) for beverage will be subject to a guaranteed gratuity of twelve percent (12%). The coupon shall bear no notation as to whether there is or is not a guaranteed gratuity.

ARTICLE 19: COMPLIMENTED GUESTS

19.01.

(a) On those occasions when individuals or members of a group are provided with food and/or beverages in a public room, which are complimented by the Employer, there shall be no guaranteed gratuity; provided, however, that the Servers who provide service shall be given the opportunity to present a check to the guest or guests being complimented. In all instances of complimented guests, except those who are staying at the Employer’s hotel and who are complimented when they check out, the checks presented by Servers shall contain the words in prominent letters “Complimentary — Gratuity Not Included”.

(b) Except for guests complimented for beverages in the casino and except as provided in Section 16.07(a), on these occasions when Servers are not given the opportunity to present a check to the complimented guest or guests, the Server shall receive from the Employer a gratuity of fifteen percent (15%) of the menu price of the food and beverage served, as established by the Employer for such services in that particular room.

(c) Food Servers, Cocktail Servers and Bartenders, to whom are presented by guests or customers beverage and/or food tickets or coupons issued by the Employer, for which no charge is made, shall receive from the Employer a gratuity of fifteen percent (15%) of the established

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menu or bar price of the food or beverage served as established by the Employer for such service in that particular room. This provision shall not apply to tickets or coupons issued in the employers Race Book and Sports Book.

(d) On those occasions when members of a group which is not a special event as defined in Section 18.01 are complimented, as a group and not individually, with food and/or beverage in a public room, the checks presented to such persons shall be clearly marked “Gratuity Not Included”, and in such cases there shall not be any guaranteed gratuity payable by the Employer.

(e) Where guests receive a complimentary bottle of wine in a specialty or gourmet room, there shall be no guaranteed gratuity provided for the wine.

ARTICLE 20: SENIORITY

20.01. Probationary Period.

An employee will be considered as a probationary employee until he/she has completed forty (40) shifts of work after his/her most recent date of hire by the Employer. A probationary employee may be terminated at the discretion of the Employer, and such termination shall not be subject to the grievance and arbitration provisions of Article 21. The above probationary period may be extended by mutual agreement of the Employer and the Union.

20.02. Definition of Seniority.

(a) House seniority is an employee’s length of continuous service in years, months and days from the employee’s most recent date of hire into the bargaining unit as a regular or steady extra employee by the Employer.

(b) Classification seniority is an employee’s length of continuous service in years, months and days from the employee’s most recent date of hire into or transfer into his/her present classification on a full-time basis.

(c) In the administration of this Agreement each of the classifications listed in Exhibit 1 is a separate and distinct classification.

20.03. Layoffs and Recalls.

(a) In the event of layoffs due to a reduction in force, probationary employees within the affected classification(s) will be the first to be laid off. Employees will be laid off from and recalled to their regular job classifications in accordance with their house seniority, provided they have the qualifications to perform satisfactorily the work available in their regular job classification. All layoffs will be conducted in compliance with the provisions of the Stardust arbitration award of 1997. It is the responsibility of the employee to advise the Employer of a change in either address or telephone number. In accordance with their seniority, employees in layoff status will be offered, but not required to perform (subject to subparagraph {c}), all extra work in their classifications except for banquets or parties, before extra employees are hired, before steady extra employees are offered such work, and, to the extent practical, before regular employees are assigned to work their sixth (6th) day; provided, however, that such employees who are offered and accept extra work shall be paid as extra employees for such work in accordance with Section 10.05, but shall not be

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covered by the provisions of Section 9.03. Employees whose jobs are eliminated (i.e., everyone in a specific job classification), or employees who were laid off on or after September 11, 2001 and not recalled before May 1, 2002, shall be given the opportunity to transfer to vacancies in bargaining unit positions for which they are qualified that have not been filled pursuant to Sections 20.04 or 10.07, and which exist at the time of the job elimination or within sixty (60) days thereafter.

Whenever all employees in a specific job classification (except for seasonal classifications) are laid off, such employees shall be given the opportunity to transfer to vacancies in bargaining unit positions for which they are qualified which have not been filled pursuant to Section 20.04 or 10.07, and which exist at the time of the job elimination or within sixty (60) days thereafter. If an employee transfers under this section, he/she will have recall rights to his/her former eliminated position from the time of the job elimination for a period of six (6) months for employees with less than six (6) months of service, or 12 months for employees with six (6) or more months of service so long as he/she has not been terminated or has not resigned employment with the Employer.

(b) In the event of a layoff because of circumstances affecting only a portion of the establishment such as a room closing, the affected employees may be laid off without regard to house seniority, provided the layoff is scheduled to be fourteen (14) days or less, or, in the case of housekeeping department employees, the layoff is scheduled to be seven (7) days or less.

(c) Employees to be laid off in accordance with Section 20.03(a) may be laid off without regard to their respective house seniority as each completes his/her current workweek. At the time of layoff the employee shall state availability or nonavailability for extra work; where the employee indicates availability, the employee shall not be called for extra work after he/she refuses two (2) out of seven (7) offers. Notwithstanding the foregoing, an employee may declare unavailability for extra work for a definite period while on layoff.

(d) Employees shall be recalled to their regular job classifications in accordance with the following procedures:

(1) If a position is restored less than 90 days of when it was eliminated, and if the person who held it is still actively at work, the person is returned to the position, or if the person who held it is on layoff, the most senior person on layoff is recalled to it, except that if multiple people on layoff are to be recalled at about the same time to several positions that have been restored or created, and the person who formerly held the position is one of those to be recalled, then the person is returned to his/her former position regardless of the relative seniority among those to be recalled.

(2) If a position is restored 90 days or more after it was eliminated, or a new position is created, it is put up for bid. This is true even if the person who formerly held the position is still actively at work. All regular employees may bid, but laid off employees may not bid. If there are no bidders, the most senior person on layoff is recalled to the position and cannot refuse it.

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(3) Employees who obtain a position by bidding shall not be eligible for another transfer under this subsection or under Section 20.04(b) for six (6) months. Those who are transferred to a position without bidding remain eligible for transfer under those provisions.

(4) The provisions of paragraph (1) shall apply to any position eliminated on or after September 11, 2001 and before May 1, 2002 if it is restored at any time prior to December 31, 2002, regardless whether the restoration is within 90 days of elimination.

(e) Employees who were laid off on or after September 11, 2001 and not recalled before May 1, 2002 shall be entitled to retrain in a program conducted by the Southern Nevada Joint Management Culinary & Bartenders Training Fund or a training program for hotel services conducted by an institution licensed as a postsecondary educational institution by the State of Nevada, to enable them to qualify for placement in positions either in the classifications covered by this Agreement or in other classifications of hotel-casino work.

(f) Specialty/Gourmet Room Cooks will not be laid off under the terms of Section 20.03 (b) where they are immediately qualified to perform the work of cooks in their classifications in other kitchens, provided they have sufficient classification seniority to displace cooks in other kitchens.

20.04. Promotions and Preference for Shifts.

(a) When the Employer promotes an employee to another classification, the Employer will consider the employee’s seniority, qualifications to perform satisfactorily the work in the other classification, and prior performance, provided that a Food Server, before being promoted to Captain, must have passed the Captain’s examination conducted under the auspices of a committee, at least one (1) member of which who shall be qualified and experienced in the craft, shall be designated by the Employer, and provided further, any employee before being promoted to the classification of Bartender must have passed the craft examination for Bartenders conducted by the Union. Where qualifications to perform the work in the other classifications are relatively equal among employees, the senior employee shall be the one promoted. The Employer shall encourage internal bidding in order to maximize promotional opportunities to regular vacancies, but the Employer’s promotion decision shall be deemed to be valid unless arbitrary, capricious or discriminatory. An employee who has successfully completed the course of training offered by the Southern Nevada Joint Management Culinary & Bartenders Training Fund for a promotional position, or the Employer’s in-house training program for a promotional position, shall be deemed qualified for such position. For purposes of this paragraph (a) and Section 20.07, a “promotion” shall be a transfer from one classification to another, regardless of any change in compensation. Any regular vacancy that is not filled pursuant to Section 20.04(b) or 10.07(b) of this Agreement, and which would constitute a “promotion” compared to another bargaining unit classification, shall be filled in accordance with this section, provided there is a qualified bidder. Regular vacancies to be filled by promotion under this paragraph shall be posted for seventy-two (72) hours near the employees time clock or other location to which employees have regular access. The Employer may fill the vacancy temporarily during the posting period. An employee promoted under this Section who cannot perform satisfactorily the work of the job to which promoted shall be transferred back to his/her former job, shift and station within thirty (30) shifts worked after the date of the promotion.

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(b) When there is a regular vacancy, or a temporary vacancy of at least ninety (90) days, on a particular shift or station, employees in the same job classification on other shifts or stations who desire to transfer to the vacancy will be transferred on the basis of their classification seniority, provided that the senior employee desiring transfer is qualified to perform satisfactorily the work on the shift and/or station applied for and that a qualified employee is available to replace the employee desiring to transfer. An employee transferred under this Section shall assume the weekly schedule of days of work and days off, and the daily shift scheduled, applicable to the vacant position to which he/she transfers, and the employee shall not be eligible for another transfer under this Section for six (6) months. An employee transferred under this Section who cannot perform satisfactorily the work on the shift or station to which transferred shall be transferred back to his/her former shift and/or station within thirty (30) shifts worked from the date of transfer. The resulting vacancy or vacancies created by a transfer under this Section shall be filled by the next senior qualified employee(s) from another shift and/or station who desires to work on the shift or station where the vacancy exists. Regular vacancies under this paragraph shall be posted for seventy-two (72) hours in the department where the vacancy exists. The Employer may fill the vacancy temporarily during the posting period.

20.05. Break in Continuous Service and Seniority.

An employee’s continuous service, seniority and status as an employee will be broken when:

(a) The employee quits.

(b) The employee is discharged for just cause.

(c) The employee is absent exceeding the period of an authorized leave of absence.

(d) The employee is absent, due to injury or illness sustained during the course of employment, exceeding the period for which statutory, temporary, total disability payments are payable under the Nevada Industrial Insurance Act, provided that the employee shall have one (1) week after his/her release in which to return to work. However, the time required for an appeal through the appeals officer level shall not, in and of itself, constitute a break in the employee’s seniority.

(e) (1) The employee is absent because of layoff exceeding six (6) months if the employee had less than six (6) months of active employment when the layoff began, or absent because of layoff exceeding twelve (12) months if he had six (6) or more months of active employment when the layoff began. However, this provision shall not apply to layoffs because of construction lasting less than eighteen (18) months.

     (2) The employee was laid off on or after September 11, 2001 and before May 1, 2002 performs no work for the Employer through December 31, 2002.

(f) The employee is absent exceeding six (6) months because of illness or injury not compensable under the Nevada Industrial Insurance Act.

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20.06. Notification.

An employee who is to be recalled to work by the Employer under Section 20.03 shall be notified to return to work by the Employer advising the employee by telephone, certified mail return receipt requested, or other available means of communication of the date and time the employee is to report, and by confirming such communication by certified mail return receipt requested to the employee’s current address of record on file with the Employer. A copy of the confirmation letter shall be sent to the Union. Reasonable advance notice must be given an employee being recalled. If such employee fails to report to work within forty-eight (48) hours after the time specified for the employee to report, the employee’s seniority and continuous service shall be terminated, and the Employer shall be free to hire a replacement in accordance with Article 2 of this Agreement.

20.07. Transfers Between Hotels.

Employees within the bargaining unit who have at least one (1) year’s service in the hotel may be transferred from one hotel to another operated by the same corporation or other business entity only for purposes of compliance with the consent decree entered in Case No. LV 1645 in the United States District Court for the District of Nevada. An employee transferred to another hotel under this Section who cannot perform satisfactorily the work in the classification at the hotel to which transferred shall be transferred back to his/her former hotel, classification, shift and station within fifteen (15) working days from the date of transfer. Employees transferred under this Section shall maintain their accrued vacation credits, but their seniority at the hotel to which transferred shall be computed from the date of transfer. The Employer shall notify the Union in writing of any transfer under this Section before it becomes effective.

20.08. Transfers Into Bargaining Unit.

If the Union cannot furnish qualified employees to meet the requirements of the consent decree entered in Case No. LV 1645 in the United States District Court for the District of Nevada, employees outside the bargaining unit may be transferred into classifications covered by this Agreement in order to meet the requirements of said decree. In such cases the provisions of Section 2.01(e) shall be applicable.

ARTICLE 21: GRIEVANCES AND ARBITRATION

21.01. Definition.

For purposes of this Agreement, a grievance is a dispute or difference of opinion between the Union and the Employer involving the meaning, interpretation, application to employees covered by this Agreement. Any violation or alleged violation of Section 22.01 or 22.03 shall not be subject to the Grievance and Arbitration Procedure.

21.02. Time Limit for Filing Grievance.

(a) No grievance shall be entertained or processed unless it is received in writing by either party within fifteen (15) workdays after occurrence of the event giving rise to the grievance or after the aggrieved party hereto acquires knowledge of the occurrence of such event, whichever is later. The written grievance shall set forth the provision(s) of this Agreement alleged to have

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been violated, and every effort will be made to set forth all of the known facts allegedly constituting the violation. At the time it submits a grievance to the Employer, the Union shall furnish the Employer with copies of any written statements, reports or documents relied on by the Union or the grievant to support the grievance (but not including the employee’s written grievance submitted to the Union). Anything herein to the contrary notwithstanding, it is understood and agreed that the Union shall have the right to grieve live warning notices at the time of subsequent discharge or suspension unless the case involves witnesses. At the time the warning notice is issued, the Employer shall indicate on the notices whether witnesses are involved.

(b) As used in this Article, the term “workdays” means the days Monday through Friday, inclusive, but excluding any holiday set forth in Section 12.01.

21.03. Procedure for Adjusting Grievances.

All grievances shall be adjusted exclusively in the following manners:

The employee may, within three (3) working days of the incident or circumstance giving rise to the dispute, take the matter up with his/her immediate supervisor. The employee has the full right and involvement of the Shop Steward in this step. Settlements reached at this level shall be considered non-precedential, unless the Employer and the Union Representative agree that the settlement shall be reduced to writing and may be used as a precedent in the future.

The Supervisor involved in the Step 1 meeting shall respond within three (3) days of the Step 1 meeting. While this step is encouraged, it is not required.

1. BOARD OF ADJUSTMENT. Any unresolved grievance shall be reduced to writing and scheduled for hearing by a Board of Adjustment within fifteen (15) calendar days of the filing of the grievance. The Board of Adjustment shall be comprised of not more than three (3) representatives of the Employer and three (3) representatives of the Union. For the purpose of attempting to resolve grievances prior to arbitration, the parties, at any meeting prior to the Board of Adjustment hearing and at that hearing, shall make full disclosure to each other or all facts and evidence then known to them which bear on the grievance.

2. ARBITRATION.

(a) Expedited Arbitration: A grievance regarding the discharge of an employee(s) not resolved by the Board of Adjustment may be referred to expedited arbitration by written notice from the party who filed the grievance within fifteen (15) calendar days of the Board of Adjustment. All other (non-discharge) unresolved grievances may be referred to expedited arbitration within the same time period upon mutual agreement of the parties. An arbitration board shall be convened composed of two (2) management representatives selected by the Employer from other hotels and two (2) representatives selected by the Union excluding the head of the department directly involved. The Board shall convene within fifteen (15) calendar days of agreement to utilize the process. The Board shall hear the evidence presented by the parties without assistance of legal counsel and shall make a determination immediately upon the conclusion of the hearing. The management

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and Union Board members may have counsel present, but counsel shall not participate in the hearing. Any decision reached shall be by majority vote by secret ballot, and shall be final and binding on all parties of this Agreement, including the Union, the Employer and the aggrieved employee(s), and shall not constitute a precedent nor be cited in any other legal or arbitration proceeding. Each party will bear its own costs and will share equally the fees and expenses of the arbitration. In the event a majority decision is not reached, or if, regarding non-discharge grievances, the parties do not mutually agree to expedited arbitration, the matter may be referred by the party filing the grievance to the formal arbitration procedure set forth in (b). Such referral shall be made within fifteen (15) calendar days of either the failure to reach a majority decision or the parties’ inability to agree to expedited arbitration, as applicable.

(b) Formal Arbitration: Representatives of the Employer and the Union may agree to select an arbitrator, but if they are unable to do so, the arbitrator shall be chosen from a panel received from the FMCS of arbitrators, who are members of the National Academy of Arbitrators, and who reside in California or Nevada. No arbitrator shall be chosen to serve in two (2) consecutive arbitrations for the same hotel unless by mutual consent of the parties. The arbitrator shall be notified in writing of his/her selection, and shall have no authority, jurisdiction or power to amend, modify, nullify or add to the provisions of this Agreement. No evidence shall be introduced as to the withdrawal, during negotiations, of a proposal to change the Agreement. The award of the arbitrator shall be final and binding upon the Employer, the Union, and the employee(s) involved. Except in discharge cases, the expenses and fees of the arbitrator shall be shared equally by the Employer and the Union. In discharge cases the expenses and fees of the arbitrator, and of the court reporter, if any, shall be paid by the party losing the arbitration.

Where, in a discharge case, reinstatement is ordered by an arbitrator with less than full back pay, the costs of arbitration shall be divided evenly between the parties.

ARTICLE 22: NO STRIKES — NO LOCKOUTS

22.01. No Strikes.

During the term of this Agreement, neither the Union collectively nor employees individually will engage in any no-work stoppages, picketing, sympathy strikes or any other form of economic action or interference with the Employer’s business except as authorized in Sections 22.03 and 22.04.

22.02. No Lockouts.

During the term of this Agreement, the Employers will not lock out any of the employees in the bargaining unit covered by this Agreement, except where the employees have the right to refuse to cross the picket line under Section 22.03.

22.03. Picket Lines.

Refusal of an employee to cross a bona fide picket line sanctioned and approved by the Local Joint Executive Board of Las Vegas and the Hotel and Restaurant Employees and Bartenders International Union, AFL-CIO, shall not be construed to be a breach of this Agreement; provided that the foregoing provisions of this Section shall not be applicable with respect to:

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(a) Any picket line established for organizational or recognition purposes or any picket line, economic or otherwise, of any union which as of the effective date of this Agreement does not have in effect a collective bargaining agreement with the Employer.

(b) Any picket line established as a result of a labor dispute between an employer other than the Employer party hereto and a union other than a Union party hereto.

(c) Any picket line established as a result of a labor dispute between the Employer party hereto and a union which currently has a collective bargaining agreement with the Employer unless and until such picketing has been in effect on a continuing basis, twenty-four (24) hours a day, for ninety (90) days.

(d) Except for Employer claims of a breach of Article 22, No Strikes — No Lockouts, if either party alleges that there is a breach of this contract which significantly affects labor peace, the matter will go to expedited arbitration.

22.04. Arbitration Awards.

In the event the Employer fails to comply with an arbitration award and does not either seek judicial review of the award within the period of time required by law to obtain such review or comply with the award within such time period, the Union shall have the right to strike. In the event of a monetary award by an arbitrator, the appropriate sum of money shall be placed in an escrow bank account, paying interest at not less than the rate provided by Nevada law on judgments obtained under Nevada law. In the event the award is sustained by the court, said interest shall be distributed to the appropriate employees on a pro rata basis.

ARTICLE 23: MANAGEMENT RIGHTS AND RESPONSIBILITIES

23.01. Rights to Manage.

The right to manage the Employer’s business and the direction of its employees, including, but not limited to, the following rights, are reserved to the Employer. Such rights include the right to direct, plan and control operations, to determine the number of employees to be employed, and to determine the means, methods and schedules of operations. The Employer shall have the sole right to direct and control its employees. The Employer reserves the right, which is hereby recognized by the Union, to initiate any action toward any employee, including, but not limited to, reclassification, retention, scheduling, assignment, promotion, transfer, layoff and/or rehire. Seniority, among other factors, will be considered by the Employer when making these decisions. All of the foregoing rights are reserved to the Employer except to the extent they may be contrary to or inconsistent with the terms and conditions of this Agreement.

23.02. Rules and Posting.

The Employer may establish and administer reasonable rules, regulations and procedures governing the conduct of employees, provided that such rules, regulations and procedures are not inconsistent with any provisions of this Agreement. The Employer shall post and maintain any such rules in such places within its establishment so that all employees affected thereby, and

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business representatives of the Union, may have an opportunity to become familiar with them. The reasonableness of any rules, regulations and procedures provided for herein, are subject to the grievance procedures of this Agreement.

ARTICLE 24: COURT APPEARANCE AND JURY DUTY

24.01. Court Appearance.

Employees required to appear in court, administrative proceedings or at the police department on behalf of the employer during their normal working hours shall receive their straight-time rate of pay for hours lost from work, less witness fees received. If an employee appears in court, administrative proceedings or at the police department on behalf of the Employer on his/her days off or after normal working hours, the employee shall receive his/her straight-time rate of pay for the hours spent in such appearance, less the witness fees received, but such time shall not be considered as time worked for any purposes under this Agreement.

24.02. Jury Duty.

A regular or a relief employee who has completed the probationary period, as defined in Section 20.01, and who is required to serve on a jury, and loses work time because of such service, shall be paid the difference between the jury fee received and his/her straight-time rate of pay for not more than eight (8) hours per day. This Section shall apply only with respect to an employee’s regularly scheduled days of work and shall not be applicable with respect to days on which the employee was not scheduled to work. Payment for such service hereunder shall be limited to not more than thirty (30) days in any calendar year, or to not more than thirty (30) days in any thirty-six (36) month period if the jury duty service is voluntary. At the request of the Employer, the employee shall furnish satisfactory evidence of such service for which he/she claims payment hereunder. No employee, after having served on jury duty or having been required to stand by for same at the courthouse shall be required to report for work prior to eight (8) hours after completion of his/her jury service, unless the employee’s jury service ended in time for the employee to report for a regularly scheduled swing shift beginning not later than 4:00 p.m., and ending no later than 12:00 midnight. This Section shall not apply with respect to any jury summons received by an employee prior to his/her date of hire.

ARTICLE 25: HEALTH AND WELFARE

25.01. Amount of Contributions.

There presently is in effect, pursuant to the agreement of the parties, a group life, medical, surgical and hospital plan involving a trust fund and trust agreement for the Hotel Employees and Restaurant Employees International Union Welfare Fund (the “Fund”). The parties hereto agree that the aforesaid trust agreement and any amendments shall be in effect during the period of this Agreement. The Employer shall make, as of June 1, 2002, for all hours worked on and after that date, a contribution to the Fund of two dollars and eighty-seven cents ($2.87) per hour worked, on or before the fifteenth (15^th) day of each month for the previous month. This rate of contribution may be increased on or after June 1, 2003 in accordance with the provisions of section 27.03 of this Agreement.

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Contributions shall be forwarded to the bank designated by the Hotel Employees and Restaurant Employees International Union Welfare Fund. A list of the names and Social Security numbers of employees covered shall accompany the payment. As used in this Section, “hours worked” shall mean all hours for which an employee is compensated, including vacation and holiday hours paid for.

25.02. Delinquent Contributions.

In the event the Employer is in arrears in the payment of contributions, it shall be liable for late fees, interest and liquidated damages as established by the Trustees, legal fees, court and/or arbitration costs, and audit and other expenses incidental to the collection of said delinquency. The Employer shall make available for inspection and audit such payroll records as the Fund may lawfully require.

25.03. Acceptance of Trust

The Employer and the Union agree to be bound by the Agreement and Declaration of Trust of the said Hotel Employees and Restaurant Employees International Union Welfare Fund as may, from time to time, be amended, and they do hereby irrevocably designate as their respective representatives on the Board of Trustees, such Trustees named in said Agreement and Declaration of Trust as Employer and Union Trustees, together with their successors selected as provided therein, and agree to abide and be bound by all procedures established, and actions taken by, the Trustees pursuant to said Trust Agreement. Any provision in this Agreement that is inconsistent with the Agreement and Declaration of Trust, or the Plan of Benefits, rules, or procedures established by the Trustees, shall be null and void.

ARTICLE 26: PENSIONS

26.01. Trust and Plan.

There shall be continued for the term of this Agreement the Southern Nevada Culinary Workers and Bartenders Pension Plan Trust Agreement, pursuant to which there has been adopted a jointly negotiated pension plan for employees covered by this Agreement.

26.02. Contributions.

Commencing June 1, 2002, said contributions shall be forty-eight cents (48¢) per hour worked. Said contributions shall be due and payable to the fund not later than the fifteenth (15^th) day of each month. A list of the names and Social Security numbers of the employees covered shall accompany the payment. As used in this Section, “hours worked” shall mean all hours for which an employee is compensated, including vacation and holiday hours paid for. This rate of contribution may be increased on or after June 1, 2003 in accordance with the provisions of section 27.03 of this Agreement.

26.03. Acceptance of Trust.

By the execution of this Agreement, the Employer party hereto agrees to accept and be fully bound by the terms of said Pension Trust Agreement and Plan and any amendments thereto.

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26.04. Delinquent Contributions.

Contributions to the Pension Trust Fund shall be delinquent after the fifteenth (15^th) day of the month in which such payments are due. Interest at the rate of seven percent (7%) per annum shall be payable on all delinquent contributions.

26.05. 401(k) Plan.

Upon notification to the Employer by means of an appropriate authorization form executed by an employee, the Employer shall deduct from the wages of an employee an amount designated by the employee for contribution to a tax-deferred 401(k) Plan, and shall send such deducted amounts to the Plan. The Union is responsible for establishment of the Plan. The Employer shall in no way bear any costs associated with the Plan, except for deduction and sending of amounts as requested by the employee. The Employer shall make no contribution to the Plan.

The Union shall indemnify, defend and save the Employer harmless against any and all claims, demands, suits or other forms of liability that shall arise out of or by reason of action taken by the Employer in reliance upon payroll deduction authorization forms submitted to the Employer for the 401(k) Plan.

ARTICLE 27: WAGES

27.01. Established Wages.

Except as provided otherwise in Section 5.06, 27.02, 27.04, classifications and wage rates for the term of this Agreement shall be as set forth in Exhibit 1 attached to and made a part of this Agreement.

27.02. Minimum Wages.

No employee covered by this Agreement shall receive a wage rate, exclusive of gratuities, less than that provided by applicable state and federal wage laws. In the event that applicable state or federal minimum wage laws are increased, an automatic adjustment will be made on affected classifications in this Agreement to comply with the preceding sentence.

27.03.

The Employer shall pay the following additional amounts as of the dates shown. At least 30 days prior to each date, the Union shall inform the Employer how the increases shall be allocated to wages for the various classifications listed in Exhibit 1 and contributions to the Health and Welfare, Pension and/or Training funds, provided that if the Union’s notice to the Employer is less than 30 days, the Employer will not be excused from paying the increases as allocated by the Union unless there is actual prejudice to the Employer by the delay and then the Employer may be excused only for a period of time equal to the length of the Union’s delay in giving notice. The Union shall make such allocation in its sole discretion. Any increases in wages shall be added to the rates shown in Exhibit 1 for the affected classifications.

Date	Total Package Increase
June 1, 2003	$0.60 per hour
June 1, 2004	$0.65 per hour
June 1, 2005	$0.65 per hour
June 1, 2006	$0.65 per hour

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27.04.

NEW HIRES who have worked in the GREATER LAS VEGAS AREA CASINO INDUSTRY in a Culinary/Bartender classification a minimum of two thousand (2,000) hours in the thirty-six (36) month period preceding the commencement of their employment, may for the first ninety (90) calendar days of their employment be paid a rate equal to eighty percent (80%) of the full contract rate of pay for the employee’s classification.

Thereafter they shall be paid a rate equal to one hundred percent (100%) of the full contract rate of pay for the employee’s classification.

NEW HIRES who have not worked in the GREATER LAS VEGAS AREA CASINO INDUSTRY in a Culinary/Bartender classification a minimum of 2,000 hours in the thirty-six (36) month period preceding the commencement of their employment may be paid at the eighty percent (80%) rate for the first one hundred eighty (180) calendar days of employment.

The Employer shall advise the employee of his/her obligation to furnish the Employer, within ninety (90) calendar days, with verification of the two thousand (2,000) hours of prior Greater Las Vegas Casino Industry experience in a Culinary/Bartender classification on a form to be mutually agreed upon by the parties. An employee who produces such verification after ninety (90) calendar days but before one hundred and eighty (180) calendar days shall be increased to one hundred percent (100%) at that time, but not retroactively.

ARTICLE 28: OWNERS AND SUCCESSORS

28.01. Ownership.

This Agreement shall cover all employees employed in classifications listed in Exhibit 1 in operations within the jurisdiction of the Union, in Greater Las Vegas, Nevada, which during the term of this Agreement, are owned by, or operated by or substantially under the control of the Employer. The term “Employer” shall be deemed to include any person, firm, partnership, corporation, joint venture or other legal entity substantially under the control of the Employer covered by this Agreement, or one or more principal(s) of the Employer covered by this Agreement, or a subsidiary of the Employer covered by this Agreement, or any person, firm partnership, corporation, joint venture or other legal entity which substantially controls the Employer covered by this Agreement. However, the foregoing provisions of this Section shall not apply (1) to any employees employed in classifications listed in Exhibit 1 in hotel-type operations of sixty (60) rooms or less unless such operations have a casino providing live games, or (2) to any employees employed in classifications listed in Exhibit 1 in operations which do not have a casino providing live games unless such operations are hotel-type operations of more than sixty (60) rooms, or (3) to any employees employed in non-hotel operations.

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28.02. Obligations on Employer Selling or Assigning.

In the event that the Employer sells or assigns its business or in the event that there is a change in the form of ownership, the Employer shall give the union reasonable advance notice thereof in writing and shall make all payments which are due or shall be due as of the date of transfer of the business for wages and health and welfare for employees covered by this Agreement. In addition, the Employer shall be responsible for accrued vacation payments for each employee covered by this Agreement. The Employer further agrees that as a condition to any such sale, assignment or transfer of ownership, the Employer will obtain from this successor or successors in interest a written assumption of this Agreement and furnish a copy thereof to the Union.

28.03. Obligations on Successor Employers.

This Agreement shall be binding upon the successors and assigns of the parties hereto. No provisions, terms or obligations herein contained shall be affected, modified, altered or changed in any respect whatsoever by the consolidation, merger, sale, transfer or assignment of the Employer’s interest, or any part thereof, in any establishment covered by this Agreement.

ARTICLE 29: SUBCONTRACTING AND SUBLEASING

29.01.

It is recognized that the Employer and the Union have a common interest in protecting work opportunities for all employees covered by this Agreement and employed on a regular basis. Therefore, no work customarily performed by employees covered by this Agreement shall be performed under any sublease, subcontract, or other agreement unless the terms of any lease, contract or other agreement specifically state that (a) all such work shall be performed only by members of the bargaining unit covered by this Agreement, and (b) the Employer shall at all times hold and exercise full control of the terms and conditions of employment of all such employees pursuant to the terms of this Agreement. The provisions of this Article apply to all operations on the Employer’s premises covered by this Agreement, regardless of location or displacement of employees or prior use of the area occupied by such operations. Any sublease, subcontract, or other agreement for the performance of cleaning or janitorial services shall first require the approval of the Union. Notwithstanding the foregoing provisions hereof, the Employer may purchase from outside sources for use in its establishment convenience foods, prepared frozen foods, pre-mixed salads and peeled vegetables.

ARTICLE 30: INTRODUCTION OF NEW EQUIPMENT AFFECTING BARGAINING
UNIT JOBS

30.01.

Whenever the Employer proposes to introduce new equipment which may affect the terms and conditions of work or the wages of employees in classifications covered by this Agreement, the Employer shall advise the Union in writing sufficiently in advance of the proposed date of introduction of such equipment to enable the Union, if it so desires, to discuss with the Employer the possible effects of the introduction of such equipment upon such employees. Upon request by the Union, the Employer will meet with it for the purpose of discussing the possible effects of the introduction of such equipment on such employees. The Employer will not introduce any such new

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equipment until it has afforded the Union a reasonable opportunity to discuss with the Employer all aspects of the possible effects upon such employees of the introduction of such equipment, including the possibility of alternative bargaining unit employment for the affected employees.

ARTICLE 31: LABOR-MANAGEMENT COOPERATION

31.01.

The Employer and the Union have entered into this Agreement, and the changes embodied herein, for the purpose of establishing a more cooperative and more flexible relationship among the Employer, the Union, and the employees. The Employer shall not apply the provisions of this Agreement in an arbitrary or unfair manner. The Union will administer the Agreement fairly toward the Employer. To further these objectives, the parties agree to consider methods of encouraging such a relationship during the life of this Agreement, including, among other things, regular meetings if requested by the Union between Union Representatives and appropriate management officials with authority for the purpose of discussing problems, employee suggestions, methods of improving morale or productivity, and other subjects.

31.02.

The Employer and the Union agree that good employee morale and high productivity are in the best interests of all parties. In order to encourage good morale and high productivity, the Employer and the Union agree that, upon request by either party not more often than once a month, to participate in meetings for the purpose of discussing issues set forth in Section 31.01. Such meetings shall include employees designated by the Union, Union representatives, supervisors, and other management personnel designated by the Employer. Union and Employer representatives shall attempt to agree on the agenda and time schedule in advance.

Both the Employer and the Union shall give due consideration to the views of the employees expressed in the meetings.

Such meetings shall initially be held in the Housekeeping Department. After a trial period of at least six (6) months in Housekeeping, such meetings shall, upon request by the Union, be held in other departments.

Nothing herein shall in any way obligate the parties to agree to modify any provision of this agreement or to agree to any request or suggestion which may be made at such meetings.

ARTICLE 32: TRAINING PROGRAM

32.01. Training Fund.

The parties agree to participate in the Southern Nevada Joint Management Culinary & Bartenders Training Fund. Tropicana shall contribute three and one-half cents (3.5¢) per hour for each hour worked effective June 1, 2002. One-half cent (0.5¢) is hereby earmarked for the sole use of a program for recruitment, promotion and mentoring of a diverse workforce. As used in this Section, “hours worked” shall mean all hours for which an employee is compensated, including

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vacation and holiday hours paid for. This rate of contribution may be increased on or after June 1, 2003 in accordance with the provisions of section 27.03 of this Agreement.

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ARTICLE 33: TERMINATION

33.01.

This Agreement shall be in full force and effect from June 1, 2002, to and including May 31, 2007, and from year to year thereafter unless sixty (60) days written notice to change, modify or terminate is given by either party prior to May 31, 2007, or in any subsequent year thereafter.

IN WITNESS WHEREOF, the parties hereto by their duly designated representatives have hereunto set their hands this 26 day of September, 2003, in Clark County, State of Nevada.

EMPLOYER — HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO		LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS
BY:	/s/ Illegible	BY:	/s/ Illegible
	ITS: President		ITS: President
		BY:	/s/ Illegible
			ITS: Secretary-Treasurer

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MEMORANDUM OF AGREEMENT

THIS AGREEMENT is made and entered into by and between the HOTEL RAMADA OF NEVADA dba TROPICANA RESORT AND CASINO (hereinafter called the “Employer”), and the LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS, for and on behalf of the CULINARY WORKERS UNION, LOCAL NO. 226, and BARTENDERS UNION, LOCAL NO. 165 (hereinafter called the “Union”), and is hereby attached to and made a part of the Collective Bargaining Agreement(s) between those parties.

The parties hereby establish the following procedure for the purpose of ensuring an orderly environment for the exercise by the Employer’s employees of their rights under Section 7 of the National Labor Relations Act and to avoid picketing and/or other economic action directed at the Employer in the event the Union decides to conduct an organizing campaign at any operation (at which the Union does not have representation rights) covered by Section 28.01 of the above-referenced agreements between the parties among employees employed in classifications listed in Exhibit 1 of such agreements.

The parties mutually recognize that national labor law guarantees employees the right to form or select any labor organization to act as the employees’ exclusive bargaining representative for the purpose of collective bargaining with the Employer, or to refrain from such activity.

The Employer will take a positive approach to unionization of employees employed in classifications listed in Exhibit 1 of the agreements between the parties. It will advise such employees that it welcomes their selection of a collective bargaining agent. The Employer will not do any action nor make any statement that will directly or indirectly state or imply any opposition by the Employer to the selection by such employees of a collective bargaining agent, or preference for or opposition to any particular union as a bargaining agent.

The Union and its representatives will not coerce or threaten any employee of the Employer in an effort to obtain authorization cards.

If the Union provides written notice to the Employer of its intent to organize employees employed in classifications listed in Exhibit 1 of the agreements between the parties, the Employer shall not interfere with access on its premises to such employees by the Union to the extent such access is permitted by the Employer’s lawful solicitation rules.

Within ten (10) days following receipt of such written notice of intent to organize employees employed in classifications listed in Exhibit 1 of the agreements between the parties, the Employer will furnish the Union with a complete list of such employees, including both full and part-time employees employed in classifications listed in Exhibit 1 of the agreements between the parties, showing their job classifications and departments. Within two (2) weeks thereafter, the Employer will furnish a second list of such employees to the Union, including the addresses of all employees unless an employee objects in writing to the disclosures of his or her name. Thereafter, the Employer will provide updated lists monthly.

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The Union may request recognition as the exclusive collective bargaining agent for the employees in the traditional bargaining unit represented by the Union in the hotel-casino industry in Las Vegas. A disinterested, neutral party mutually satisfactory to the Employer and the Union will be selected to conduct a review of employees authorization cards and membership information submitted by the Union in support of its claim to represent a majority of the employees in the unit. If a majority of employees within the unit has joined the Union or designated it as their exclusive collective bargaining representative, the Employer will recognize the Union as such representative of the employees and will extend to such employees this collective bargaining agreement between the Union and the Employer together with any amendments agreed to by the parties. The Employer will not file a petition with the National Labor Relations Board for any election in connection with any demands for recognition provided for in this agreement.

During the life of this Agreement, the Union will not engage in picketing or other economic activity at any operation covered by this Section, provided that if the Employer recognizes any union as the exclusive collective bargaining representative of employees in the unit, or any part thereof, traditionally represented by the Union, this paragraph shall terminate immediately and without notice.

The parties agree that any disputes over the interpretation or application of this Section shall be submitted to expedited arbitration in the manner provided in Subparagraph 2 of Section 21.03 of the agreement between the parties, with Gerald McKay of Hillsborough, California, or any other mutually acceptable person, as the arbitrator. The arbitrator shall have the authority to order the non-compliant party to comply with this Section. The parties hereto consent to the entry of any order of the arbitrator as the order or judgment of the United States District Court for the District of Nevada, without notice or entry of findings of fact and conclusions of law.

IN WITNESS WHEREOF, the parties hereto by their duly designated representatives have hereunto set their hands this 26 day of September, 2003, in Clark County, State of Nevada.

EMPLOYER — HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO		LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS
BY:	/s/ Illegible	BY:	/s/ Illegible
	ITS: President		ITS: President
		BY:	/s/ Illegible
			ITS: Secretary-Treasurer

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MEMORANDUM OF AGREEMENT

THIS AGREEMENT is made and entered into by and between the HOTEL RAMADA OF NEVADA dba TROPICANA RESORT AND CASINO (hereinafter called the “Employer”), and the LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS, for and on behalf of the CULINARY WORKERS UNION, LOCAL NO. 226, and BARTENDERS UNION, LOCAL NO. 165 (hereinafter called the “Union”), and is hereby attached to and made a part of the Collective Bargaining Agreement(s) between those parties.

The Tropicana will continue its present practice of payments to bell staff for convention-related deliveries left outside of guest’s room. Bell Captains shall receive equal shares of the entire payment for such deliveries upon payment to Tropicana by the convention customer, less 35¢ for each delivery which shall be paid to the Bell Person making the delivery, and the payroll totals (hourly rate plus benefits) for all bell persons brought in for the delivery who are not regularly scheduled for the shift when the delivery takes place.

IN WITNESS WHEREOF, the parties hereto by their duly designated representatives have hereunto set their hands this 26 day of September, 2003, in Clark County, State of Nevada.

EMPLOYER — HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO		LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS
BY:	/s/ Illegible	BY:	/s/ Illegible
	ITS: President		ITS: President
		BY:	/s/ Illegible
			ITS: Secretary-Treasurer

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SIDE LETTER #1 — RE: BAGGAGE HANDLERS/DOOR PERSONS

The parties understand and acknowledge that historically, the Tropicana has worked those employees classified as Baggage Handlers in dual classification, i.e,. Door Persons as well as Baggage Handler. There has been no significant difference in the duties of the Baggage Handlers and Door Persons. Therefore, the parties agree as follows:

1. All Baggage Handlers and Door Persons shall be regarded as one classification for purposes of application of seniority rights under Article 20 of the Collective Bargaining Agreement.

2. The Tropicana may classify those persons previously classified as Baggage Handlers but who actually worked dual classifications (i.e. all Baggage Handlers on the payroll as of November 1, 1987), as Door Persons. In any reduction in force or otherwise, the seniority of all employees in the affected classifications, i.e. Baggage Handlers and Door Persons, shall govern. Recall rights for all affected employees shall begin to run as of February 1, 1988.

3. In the event that the Tropicana reinstitutes the Baggage Handler classification, those employees then working in the Door Person classification shall have first preference to any such openings by seniority.

4. The current wage rate for Door Persons is $66.32 per shift, which shall be increased effective June 1, 1994, June 1, 1995 and June 1, 1996, pursuant to the terms of the Collective Bargaining Agreement.

IN WITNESS WHEREOF, the parties hereto by their duly designated representatives have hereunto set their hands this 26 day of September, 2003, in Clark County, State of Nevada.

EMPLOYER — HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO		LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS
BY:	/s/ Illegible	BY:	/s/ Illegible
	ITS: President		ITS: President
		BY:	/s/ Illegible
			ITS: Secretary-Treasurer

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SIDE LETTER #2 — RE: POSTING OF STEADY EXTRA POSITIONS

The Employer shall post for promotion after all the provisions of Sections 20.04(b) and 10.07(b) are met, all steady extra vacancies for the classifications of Cooks and Bell Persons. In addition, the Union may request that other vacancies be posted. The Employer shall not unreasonably deny the Union’s request.

IN WITNESS WHEREOF, the parties hereto by their duly designated representatives have hereunto set their hands this 26 day of September, 2003, in Clark County, State of Nevada.

EMPLOYER — HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO		LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS
BY:	/s/ Illegible	BY:	/s/ Illegible
	ITS: President		ITS: President
		BY:	/s/ Illegible
			ITS: Secretary-Treasurer

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SIDE LETTER #3 — RE: ARTICLE 29

          The side letter regarding Article 29 dated July 1, 1999, shall be updated to read as follows: The parties agree that the restrictions and prohibitions imposed by Article 29 shall not apply to the following: a) The spaces previously leased to three separate food outlets at the Tropicana Resort and Casino that were formerly known as Di Martino’s (2,164 sq. ft.), Baskin Robbins (1,248 sq. ft.) and the Pizza Parlor (2,134 sq. ft.) provided they are fast food outlets; or (b) Up to three casual restaurants (i.e., fast food/take out; seating available with no tablecloths or table service) in any area of the Tropicana not to exceed a total of 5,546 sq. ft. None of the food outlets described in this paragraph shall offer room service. The parties agree that the name and identity of any of the food outlets described in this paragraph may change during the life of this Agreement.

     IN WITNESS WHEREOF, the parties hereto by their duly designated representatives have hereunto set their hands this 26 day of September, 2003, in Clark County, State of Nevada.

EMPLOYER — HOTEL RAMADA OF NEVADA dba TROPICANA RESORT AND CASINO		LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS
By:	/s/ Illegible	By:	/s/ Illegible
	Its: President and General Manager		Its: President
		By:	/s/ Illegible
			Its: Secretary-Treasurer

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SIDE LETTER #4 — RE: 29.01

Notwithstanding the language of Section 29.01 of the labor contract, please be advised that the Union will, at any time during the life of that Agreement, consider any proposal by the Employer to establish a restaurant outlet that does not comply with the requirements of Section 29.01.

The Union reserves the right to reject any such proposal. However, the Union will give good faith consideration to any such proposal. The facts the Union will weigh in considering any such proposal include, but are not limited to:

1.	The nature of the specific proposal.
2.	The reason that the proposal does not contemplate compliance with Section 29.01.
3.	The hotel’s own analysis of the impact on the hotel’s overall ability to attract new customers to the hotel.
4.	The effect on existing jobs and operations.
5.	The posture of the new operator toward unionization and Union activities.
6.	The relationship between the new operation and Article 22 of the labor contract.
7.	The hotel parent company’s posture toward unionization at its other facilities in Nevada and elsewhere.
8.	What the status is of existing nonunion operations at the hotel, if any.

IN WITNESS WHEREOF, the parties hereto by their duly designated representatives have hereunto set their hands this 26 day of September, 2003, in Clark County, State of Nevada.

EMPLOYER — HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO		LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS
BY:	/s/ Illegible	BY:	/s/ Illegible
	ITS: President		ITS: President
		BY:	/s/ Illegible
			ITS: Secretary-Treasurer

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LETTER OF UNDERSTANDING

TO:	Jim Bonaventure
FROM:	Winona Powers
DATE:	September 19, 1994

In conjunction with the recently established classification of Deli Attendant, we find the need to follow through with a working supervisor classification, proposed as follows:

Head Deli Attendant, open as to wages, but covered by all other provisions of the Collective Bargaining Agreement.

This position to provide training and supervision of Deli staff and assure consistency, quality and quantity of food items prepared for patrons by Deli staff.

This position may work alone during Deli business hours for the purpose of covering breaks or meal periods for Deli Attendants or in cases of extreme emergencies.

If you are in agreement with this proposal, please sign below.

TROPICANA RESORT & CASINO		CULINARY WORKERS UNION, LOCAL 226
BY:	/s/ Illegible	BY:	/s/ Illegible
	ITS: President		ITS: Secretary-Treasurer
DATED:	September 26, 2003	DATED:	9-26-03

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AGREEMENT

THIS AGREEMENT is made and entered into as of the 25 day of June, 2003 by and between HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO (hereinafter, called the “Employer”) and its successors and assigns, and the LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS, for and on behalf of CULINARY WORKERS UNION, LOCAL NO. 226 and BARTENDERS UNION, LOCAL NO. 165 (hereinafter, called the “Union”).

     The Parties agree that there is a possibility that the Employer may shut down, implode and rebuild the present Tropicana Resort and Casino (“Hotel”). In the event such a decision is made, current operations will either be shut down completely or substantially curtailed at some point in time (the “shutdown”) before the demolition takes place and will resume at around the time a certificate of occupancy is issued for some or all of the new buildings (the “Reopening”). Employees will be laid off in preparation for or as a consequence of the cessation or curtailment of operations. Layoffs may occur in separate batches.

     “Priority Hiring”: Jobs will be offered at the Hotel in accordance with the terms of this letter agreement to those eligible former employees whose names appear on the Priority Hiring List prior to such jobs being offered to any other applicant.

     Employees hired from the Priority Hiring List shall be considered new employees with no residual rights from their former employment. This is not a recall.

     Upon receipt of the WARN Notice the Union will present to the Employer a list of employees who desire priority hiring in accordance with the terms of this side letter. The list shall include for each employee the name, social security number, the address and the job title held by the employee on the date of the WARN Notice. It will be the Union’s responsibility to keep the Employer notified of each employee’s last known address during the period of shutdown. In order to be listed on the Priority Hiring List, a Regular, Relief or Steady Extra employee must have two (2) years of continuous service on the date that falls one hundred and twenty (120) days immediately preceding the service of the WARN Notice. In addition, the employee must be on the active payroll on that date.

     The Employer’s obligation is to offer employment to employees entitled to Priority Hiring for any job that falls within the same “Job Family” that includes the employee’s job title. The “Job Family” consists of those job titles that are listed under the following six (6) contractual headings:

1.	Cooks and Miscellaneous Kitchen Help
2.	Dining Room Classifications
3.	Casino Employees
4.	Bell Desk Service
5.	Housekeeping Classification
6.	Bar and Banquet Employees

An employee shall not be entitled to priority hiring if he or she:

1.	Voluntarily removes their name from the list at any time prior to reopening.
2.	Voluntarily quits or abandons their job during the period beginning one hundred and eighty (180) days prior to the shutdown.
3.	Is terminated for cause during the ninety (90) day period prior to the shutdown.
4.	Fails to report to the job interview scheduled in writing sent to the employee’s last known address. The interview shall be scheduled no sooner than two (2) weeks.
5.	Rejects one or more job offers made by Employer.
6.	Is scheduled to be incarcerated when the Hotel opens to the public.
7.	Is receiving or is eligible to receive retirement or disability benefits from the S.S.A.
8.	Is receiving or has applied for early or disability retirement from the Southern Nevada Culinary & Bartenders Pension Fund.
9.	No longer resides in Nevada.
10.	Has been convicted of a felony.
11.	Is disabled under worker’s compensation laws.

     An employee who is otherwise entitled to Priority Hiring under the above provisions but is not available for work at the Reopening for a reason that would qualify him/her for a leave of absence under Article 13 of the collective bargaining agreement or under the Family and Medical Leave Act if he/she had been actively at work for the Employer at the time the cause for the unavailability arose shall be entitled to use his/her extended recall rights until the expiration of the time available to him/her for such leave if he/she had been actively employed when the causes for the leaves arose.

     This Agreement shall be in full force and effect from July 1,2003 through and including January 1, 2009 regardless of the term or expiration of the current collective bargaining agreement or any successor thereto. The parties agree that any disputes over the interpretation or application of this Agreement shall be submitted to expedited and binding arbitration, with Thomas Angelo serving as the arbitrator. If he is unavailable to serve within thirty (30) calendar days of notification then Howard Block, or another mutually acceptable person, shall be the arbitrator. The arbitrator shall have the authority to determine the arbitration procedures to be followed. The arbitrator shall also have the authority to order the non-compliant party to comply with this Agreement: The parties hereto agree to comply with any order of the arbitrator, which shall be final and binding, and furthermore consent to the entry of any order of the arbitrator as the order or judgment of the United States District Court for the District of Nevada, without entry of findings of fact and conclusions of law.

     On Reopening, the employer shall continue to recognize the Union as the exclusive collective bargaining representative for the unit of employees set forth in Exhibit 1 to the Collective Bargaining Agreement. If the Collective Bargaining Agreement is in effect at Reopening, the employer shall continue to adhere to its terms. If the collective bargaining agreement has expired at Reopening and no replacement agreement has been concluded, and what is commonly referred to as the “Strip Agreement” is in effect for a majority of the casino/hotels that are parties to the 2002-2007 Agreement, then the Employer shall adhere to the

terms of such Strip bargaining agreement, provided the Employer shall have the right to negotiate local conditions. If none of the foregoing circumstances apply, the initial terms and conditions of employment of employees hired for the replacement hotel-casino shall be those that would have been in effect as of May 31,2007, the last day on which the Collective Bargaining Agreement will be in effect, subject to any amendments to which the parties mutually agree, and the Employer and the Union shall bargain in good faith for a new agreement.

Notwithstanding the provisions of section 29.01 of the collective bargaining agreement, the employer may subcontract food and beverage operations at the new hotels-casino without observing the limitations of section 29.01, provided that the employer shall provide at least 560 positions in bargaining unit classifications in the Cooks and Miscellaneous Kitchen Help and Dining Room Classifications and Bar Classifications (not including A List, B List and Extra Banquet Employees) job families.

EMPLOYER — HOTEL RAMADA OF NEVADA dba TROPICANA RESORT & CASINO		LOCAL JOINT EXECUTIVE BOARD OF LAS VEGAS
BY:	/s/ Illegible	BY:	/s/ Illegible
	ITS: President		ITS: President
	6/25/03	By:	/s/ Illegible
			ITS: Secretary-treasurer

Affiliated with UNITE HERE INTERNATIONAL UNION-AFL/CIO

April 29, 2004 VIA FACSIMILE & CERTIFIED MAIL RETURN RECEIPT REQUESTED
739-2719

Catherine Crossley
Vice President of Administration
Tropicana
P.O. Box 97777
Las Vegas, Nevada 89193

Dear Ms. Crossley:

     As provided in Sections 25.01, 26.02, and 27.03 of the collective bargaining agreement between the Local Joint Executive Board of Las Vegas (“Union”) and Tropicana, the Union has decided to allocate $0.55 of the increase due on June 1, 2005 to wages, and $0.10 of such increase to contributions to the HEREIU Health and Welfare Fund (“Fund”).

     Therefore, effective June 1, 2005, the contribution rate to the Health and Welfare Fund shall be $3.28 per hour worked on and after that date, and $0.52 per hour to Southern Nevada Culinary and Bartenders Trust Fund. All 100% wage rates shown in Exhibit 1 shall be deemed increased by $0.55 per hour, which is $4.40 per eight-hour shift, $3.30 per six-hour shift and $2.20 per four-hour shift. All 80% wage rates shown in Exhibit 1 shall be deemed increased by $0.44 per hour, which is $3.52 per eight-hour shift, $2.64 per six-hour shift and $1.76 per four-hour shift. The new wage rates shall be payable for all hours worked or for which employees are otherwise compensated on and after June 1, 2005. If it would be convenient for your managers and payroll personnel, the Union will gladly supply new Exhibit 1 schedules showing the new rates.

     Please notify the undersigned if you have any questions concerning this allocation of the June 1, 2005 increase.

Sincerely,

/s/ Illegible	/s/ Illegible
D. Taylor	Terry Greenwald
President	Secretary-Treasurer

DT/rw

Cc: Theresa Cochran
Dr. Reese, Director of Las Vegas Operations
HEREIU Health & Welfare Fund

1630 SOUTH COMMERCE STREET •  LAS VEGAS, NEVADA 89102-2705 •  (702) 385-2131

(Illegible)

Affiliated with UNITE HERE INTERNATIONAL UNION-AFL/CIO

April 29, 2004 VIA. FACSIMILE & CERTIFIED MAIL RETURN RECEIPT REQUESTED
739-2719

Catherine Crossley
Vice President of Administration
Tropicana
P.O. Box 97777
Las Vegas, Nevada 89193

Dear Ms. Crossley:

     As provided in Sections 25.01,26.02, and 27.03 of the collective bargaining agreement between the Local Joint Executive Board of Las Vegas (“Union”) and Tropicana, the Union has decided to allocate $0.55 of the increase due on June 1, 2005 to wages, and $0.10 of such increase to contributions to the HEREIU Health and Welfare Fund (“Fund”).

     Therefore, effective June 1, 2005, the contribution rate to the Health and Welfare Fund shall be $3.28 per hour worked on and after that date, and $0.52 per hour to Southern Nevada Culinary and Bartenders Trust Fund. All 100% wage rates shown in Exhibit 1 shall be deemed increased by $0.55 per hour, which is $4.40 per eight-hour shift, $3.30 per six-hour shift and $2.20 per four-hour shift. All 80% wage rates shown in Exhibit 1 shall be deemed increased by $0.44 per hour, which is $3.52 per eight-hour shift, $2.64 per six-hour shift and $1.76 per four-hour shift. The new wage rates shall be payable for all hours worked or for which employees are otherwise compensated on and after June 1, 2005. If it would be convenient for your managers and payroll personnel, the Union will gladly supply new Exhibit 1 schedules showing the new rates.

     Please notify the undersigned if you have any questions concerning this allocation of the June 1, 2005 increase.

Sincerely,

/s/ Illegible	/s/ Illegible
D. Taylor	Terry Greenwald
President	Secretary-Treasurer

DT/rw

Cc: Theresa Cochran
Dr. Reese, Director of Las Vegas Operations
HEREIU Health & Welfare Fund

1630 SOUTH COMMERCE STREET •  LAS VEGAS, NEVADA 89102-2705 •  (702) 385-2131

CULINARY/BARTENDER UNION CONTRACT
Rates Effective 6/01/2005

[Illegible]/2004 — $.01 diversion to Health & Welfare + $.04 Trust Fund
[Illegible]/2005 — $.10 diversion to Health & Welfare

	4, 6, 8 HOUR			10 HOUR			REG	REG		STX		STX		EXT		EXT
	100%	80%		100%	80%		100%	80%		100%		80%		100%		80%
BANQUET
Banquet Bartender	(Illegible)	$	11.9920	(Illegible)			(Illegible)				11783		11784		11779
Banquet Captains	(Illegible)	Open		(Illegible)			(Illegible)				11791		11792		(Illegible)
Banquet Server	(Illegible)	$	9.1920	(Illegible)			(Illegible)		11778		11779		11780	11793		(Illegible)
Banquet Server/BLIST	(Illegible)			(Illegible)			(Illegible)			(Illegible)				(Illegible)
Bus Persons	(Illegible)			(Illegible)			(Illegible)			(Illegible)				(Illegible)
(working weekend brunches)	(Illegible)	$	9.3920	(Illegible)			(Illegible)				11787		11788	(Illegible)
CASINO
Change Person	(Illegible)	$	9.5720	(Illegible)	$	9.5720	(Illegible)		10002		10007		10008	(Illegible)		(Illegible)
Booth Cashier	(Illegible)	$	11.5220	(Illegible)	$	11.5220	(Illegible)		10020		10025		10026	(Illegible)		(Illegible)
BELL DESK
Baggage Handler	(Illegible)	$	10.2120	(Illegible)	$	10.2120	(Illegible)		11255	(Illegible)			11258	(Illegible)		(Illegible)
(6 hours/day)	(Illegible)	$	10.2120	(Illegible)			(Illegible)		11732	(Illegible)			11734	(Illegible)		(Illegible)
Bell Captain *	(Illegible)	Open		(Illegible)	Open		(Illegible)		11318	(Illegible)			11321	(Illegible)		(Illegible)
Bell Starter	(Illegible)	$	10.1120	(Illegible)	$	10.1120	(Illegible)		11309	(Illegible)			11312	(Illegible)		(Illegible)
Bellhop	(Illegible)	$	8.5170	(Illegible)	$	8.5170	(Illegible)		11264	(Illegible)			11267	(Illegible)		(Illegible)
(Illegible) Person	(Illegible)	$	9.6320	(Illegible)	$	9.6320	(Illegible)		11300	(Illegible)			11303	(Illegible)		(Illegible)
Greeter	(Illegible)	$	10.1120	(Illegible)	$	10.1120	(Illegible)		11726	(Illegible)			11728	(Illegible)		(Illegible)
Valet Runner	(Illegible)	$	8.8920	(Illegible)	$	8.8920	(Illegible)		11273	(Illegible)			11276	(Illegible)		(Illegible)
HOUSEKEEPING
Convention Porter	(Illegible)	$	10.4120	(Illegible)	$	10.4120	(Illegible)		11220	(Illegible)			11226	(Illegible)		(Illegible)
Guest Room Attendant	(Illegible)	$	10.0020	(Illegible)	$	10.0020	(Illegible)		10074	(Illegible)			10080	(Illegible)		(Illegible)
Head Porter/Houseperson	(Illegible)	$	10.3370	(Illegible)	$	10.3370	(Illegible)		11744	(Illegible)			11748	(Illegible)		(Illegible)
Inspector/Inspectress	(Illegible)	$	11.2270	(Illegible)	$	11.2270	(Illegible)		10128	(Illegible)			10134	(Illegible)		(Illegible)
Linen Room Attendant	(Illegible)	$	11.1270	(Illegible)	$	11.1270	(Illegible)		10146	(Illegible)			10152	(Illegible)		(Illegible)
Pool Porter	(Illegible)	$	10.2170	(Illegible)	$	10.2170	(Illegible)		11756	(Illegible)			11758	(Illegible)		(Illegible)
Porter/Houseperson	(Illegible)	$	10.2170	(Illegible)	$	10.2170	(Illegible)		10182	(Illegible)			10188	(Illegible)		(Illegible)
Rest Room Attendant	(Illegible)	$	9.4170	(Illegible)	$	9.4170	(Illegible)			(Illegible)				(Illegible)		(Illegible)
Seamer	(Illegible)	$	11.1270	(Illegible)	$	11.1270	(Illegible)		11094	(Illegible)			11100	(Illegible)		(Illegible)
Shampoo Porter	(Illegible)	$	10.4120	(Illegible)	$	10.4120	(Illegible)		11750	(Illegible)			11752	(Illegible)		(Illegible)
Status Board Operator	(Illegible)	$	11.2120	(Illegible)	$	11.2120	(Illegible)		10058	(Illegible)			10062	(Illegible)		(Illegible)
Turndown Attendant	(Illegible)	$	10.8020	(Illegible)			(Illegible)		10092	(Illegible)			10094	(Illegible)		(Illegible)
Utility Porter/Houseperson	(Illegible)	$	10.6320	(Illegible)	$	10.8320	(Illegible)		11738	(Illegible)			11740	(Illegible)		(Illegible)

CC:	Verified & Approved By:	/s/ Illegible
Catherine Mizzi		Payroll
(Illegible) Coleman
(Illegible) Schirling
Darlene Auburn	Verified & Approved By:	/s/ Illegible
		Employee Relations
	Date: 6/3/05

Page 1 of 6

CULINARY/BARTENDER UNION CONTRACT
Rates Effective 8/01/2005

	4, 6, 8 HOUR			10 HOUR			REG		REG		STX		STX		EXT		EXT
	100%	80%		100%	80%		100%		80%		100%		80%		100%		80%
COOKS & KITCHEN HELP
Asst. Pastry Chef	(Illegible)	$	12.7170	(Illegible)	$	12.7170		10751		10752		10757		10758		10763	(Illegible)
Baker	(Illegible)	$	12.4970	(Illegible)	$	12.4970		10704		10705		10710		10711		10716	(Illegible)
Baker’s Helper	(Illegible)	$	11.2570	(Illegible)	$	11.2570	(Illegible)			10734		10739		10740		10745	(Illegible)
Banquet Cook	(Illegible)	$	12.8320	(Illegible)				10686		10687		10692		10693		10698	(Illegible)
Butcher	(Illegible)	$	12.3220	(Illegible)	$	12.3220		10769		10770		10775		10776		10781	(Illegible)
Butcher’s Helper	(Illegible)	$	11.2570	(Illegible)	$	11.2570		11666		11667		11668		11669		11670	(Illegible)
Coffee Person	(Illegible)	$	10.1620	(Illegible)	$	10.1620		11678		11679		11680		11681		11882	(Illegible)
Cook	(Illegible)	$	12.5070	(Illegible)	$	12.5070		10278		10279		10280		10281	(Illegible)		(Illegible)
Dishup	(Illegible)	$	11.6120	(Illegible)	$	11.6120		11642		11643		11644		11645	(Illegible)		(Illegible)
Food Prep	(Illegible)	$	11.2570	(Illegible)	$	11.2570		10284		10285		10286		10287	(Illegible)		(Illegible)
Garde-manger	(Illegible)	$	12.3220	(Illegible)	$	12.3220	(Illegible)			10788		10793		10794	(Illegible)		(Illegible)
Grill Person (Pool Only)	(Illegible)	$	11.6120	(Illegible)	$	11.6120		10488		10489		10494		10495	(Illegible)		(Illegible)
Head Butcher *	(Illegible)	Open		Open	Open			11660		11661		11662		11663	(Illegible)		(Illegible)
Head Dell Attendant	(Illegible)			(Illegible)			(Illegible)				(Illegible)				(Illegible)		(Illegible)
Head Dishwasher	(Illegible)	$	10.1720	(Illegible)	$	10.1720		10632		10633		10638		10639	(Illegible)		(Illegible)
Head Kitchen Steward	(Illegible)	$	11.5520	(Illegible)			(Illegible)								(Illegible)		(Illegible)
Head Pantry Person	(Illegible)	$	12.1770	(Illegible)	$	12.1770		10542		10543		10548		10549	(Illegible)		(Illegible)
Kitchen Runner	(Illegible)	$	10.1370	(Illegible)	$	10.1370		10434		10435		10440		10441	(Illegible)		(Illegible)
Kitchen Steward	(Illegible)	$	11.5520	(Illegible)	$	11.5520		10650		10651		10656		10657	(Illegible)		(Illegible)
Kitchen Worker **	(Illegible)	$	10.0920	(Illegible)	$	10.0920		11684		11685		11686		11687	(Illegible)		(Illegible)
Master Cook	(Illegible)	$	12.6070	(Illegible)	$	12.6070		10272		10273		10274		10275	(Illegible)		(Illegible)
Pantry Person	(Illegible)	$	11.8970	(Illegible)	$	11.8970		10398		10399		10404		10405	(Illegible)		(Illegible)
Pot Washer	(Illegible)	$	10.1920	(Illegible)	$	10.1920		10805		10806		10811		10812	(Illegible)		(Illegible)
Silver Polisher	(Illegible)			(Illegible)											(Illegible)		(Illegible)
Sous Chef	(Illegible)	$	12.7470	(Illegible)	$	12.7470		10308		10309		10314		10315	(Illegible)		(Illegible)
Stove Cleaner	(Illegible)	$	10.3320	(Illegible)	$	10.3320		10823		10824		10829		10830	(Illegible)		(Illegible)

CC:	Verified & Approved By:	/s/ Illegible
Catherine Mizzi		Payroll
(Illegible) Coleman
(Illegible) Schirling
Darlene Auburn	Verified & Approved By:	/s/ Illegible
		Employee Relations
	Date: (Illegible)

Page 2 of 6

CULINARY/BARTENDER UNION CONTRACT
Rates Effective 8/01/2005

	4, 6, 8 HOUR				10 HOUR			REG		REG		STX		STX		EXT		EXT
	100%		80%		100%	80%		100%		80%		100%		80%		100%		80%
DINING ROOM
Cafeteria Bus Person	$	11.6650	$	9.3320	(Illegible)	$	9.3320		11719		11720		11721		11722		11723	(Illegible)
Cashier/Checker	$	14,6400	$	11.7120	(Illegible)	$	11.7120		10596		10597		10602		10603		10608	(Illegible)
(4 hours/day)	$	15,5650	$	12.4520	(Illegible)				10600		10601		10608		10607		10612	(Illegible)
Cocktail Server **	$	10,6900	$	8.5520	(Illegible)				11021		11022	(Illegible)			11028		11033	(Illegible)
(6 hours/day)	(Illegible)		$	8.6986	(Illegible)				11023		11024	(Illegible)			11030		11035	(Illegible)
(4 hours/day) ***	(Illegible)		$	9.0420	(Illegible)				11025		11026	(Illegible)			11032		11037	(Illegible)
Deli Attendant	(Illegible)		$	10.4960	(Illegible)	$	10.4960		10614		10615	(Illegible)			10617		10820	(Illegible)
Fountain Server	(Illegible)		$	8.6770	(Illegible)	$	8.6770	(Illegible)				(Illegible)				(Illegible)		(Illegible)
Fountain Worker	(Illegible)		$	9.3870	(Illegible)	$	9.3870	(Illegible)			11817	(Illegible)			11818	(Illegible)		(Illegible)
Head Bus Person	(Illegible)		$	8.8870	(Illegible)	$	8.8870	(Illegible)			11714	(Illegible)			11716	(Illegible)		(Illegible)
Head Host Person	(Illegible)		Open		(Illegible)	Open		(Illegible)				(Illegible)			4696	(Illegible)		(Illegible)
Host Person **	(Illegible)		$	11.3320	(Illegible)	$	11.3320	(Illegible)			10218		10223		10224	(Illegible)		(Illegible)
(4 hours/day) ***	(Illegible)		$	12.1320	(Illegible)			(Illegible)			10222		10227		10228	(Illegible)		(Illegible)
Island Buffet Server	(Illegible)		$	8.5520	(Illegible)	(Illegible)		(Illegible)			10625		10626		10627	(Illegible)		(Illegible)
Maitre d’ Hotel	(Illegible)		Open		(Illegible)	Open		(Illegible)			11691	(Illegible)				(Illegible)		(Illegible)
Other Room Bus Person	(Illegible)		$	8.7220	(Illegible)	$	8.7220	(Illegible)			10896	(Illegible)			10902	(Illegible)		(Illegible)
(6 hours/day)	(Illegible)		$	8.8054	(Illegible)			(Illegible)			10898	(Illegible)			10904	(Illegible)		(Illegible)
(4 hours/day)	(Illegible)		$	9.2220	(Illegible)			(Illegible)			10900	(Illegible)			10906	(Illegible)		(Illegible)
Other Room Captain	(Illegible)		$	9.4170	(Illegible)	$	9.4170	(Illegible)			10453	(Illegible)			10459	(Illegible)		(Illegible)
Illegible Room Food Server **	(Illegible)		$	8.5520	(Illegible)	$	8.5520	(Illegible)			10255	(Illegible)			10261	(Illegible)		(Illegible)
(6 hours/day)	(Illegible)		$	8.6986	(Illegible)			(Illegible)			10257	(Illegible)			10263	(Illegible)		(Illegible)
(4 hours/day) ***	(Illegible)		$	9.0420	(Illegible)			(Illegible)			10259	(Illegible)			10265	(Illegible)		(Illegible)
Room Service Bus Person	(Illegible)		$	8.7220	(Illegible)	$	8.7220	(Illegible)			10896	(Illegible)			10902	(Illegible)		(Illegible)
(6 hours/day)	(Illegible)		$	8.8054	(Illegible)			(Illegible)			10898		10903		10904	(Illegible)		(Illegible)
(4 hours/day)	(Illegible)		$	9.2220	(Illegible)			(Illegible)			10900		10905		10906	(Illegible)		(Illegible)
Room Service Captain	(Illegible)		$	9.4170	(Illegible)	$	9.4170	(Illegible)			10453		10458		10459	(Illegible)		(Illegible)
Room Service Server * *	(Illegible)		$	8.5520	(Illegible)	$	8.5520	(Illegible)			10255		10260		10261	(Illegible)		(Illegible)
(6 hours/day)	(Illegible)		$	8.6986	(Illegible)			(Illegible)			10257		10262		10263	(Illegible)		(Illegible)
(4 hours/day)	(Illegible)		$	9.0420	(Illegible)			(Illegible)			10259		10264		10265	(Illegible)		(Illegible)
Runner	(Illegible)		$	8.9720	(Illegible)	$	8.9720	(Illegible)			10291		10296		10297	(Illegible)		(Illegible)

CC:	Verified & Approved By:	/s/ Illegible
Catherine Mizzi		Payroll
(Illegible) Coleman
(Illegible) Schirling
Darlene Auburn	Verified & Approved By:	/s/ Illegible
		Employee Relations
	Date: (Illegible)

Page 3 of 6

CULINARY/BARTENDER UNION CONTRACT
Rates Effective 6/01/2005

	4, 6, 8 HOUR				10 HOUR				REG		REG		STX		STX		EXT		EXT
	100%		80%		100%		80%		100%		80%		100%		80%		100%		80%
Showroom Bus Person	$	10.9025	$	8.7220	$	10.9025	$	8.7220		10895		10896		10901		10902		10907		10908
(6 hours/day)	$	11.0067	$	8.8054						10897		10898		10903		10904		10909		10910
Showroom Captain	$	11.1775	$	8.9420	$	11.1775	$	8.9420		11801		11802		11805		11806		11809		11810
(6 hours/day)	$	11.1783	$	8.9426						11803		11804		11807		11808		11811		11812
Showroom Reservation Clerk	$	14.3150	$	11.4520	$	14.3150	$	11.4520		10506		10507		10512		10513		10518		10519
Showroom Server **	$	10.6900	$	8.5520						10254		10255		10260		10261		10266		10267
(6 hours/day)	$	10.8733	$	8.6986						10256		10257		10262		10263		10268		10269
Sommelier	$	11.9150	$	9.5320	$	11.9150	$	9.5320		11700		11701		11702		11703		11704		11705
Specialty/Gourmet Room Bus Person**	$	10.9025	$	8.7220	$	10.9025	$	8.7220		10895		10896		10901		10902		10807		10908
(6 hours/day)	$	11.0067	$	8.8054						10897		10898		10903		10904		10909		10910
(4 hours/day)	$	11.5275	$	9.2220						10899		10900		10905		10906		10911		10912
Specialty/Gourmet Captain	$	11.7713	$	9.4170	$	11.7713	$	9.4170		10452		10453		10468		10459		10464		10465
Specialty/Gourmet Room Server **	$	10.6900	$	8.5520	$	10.6900	$	8.5520		10254		10255		10260		10261		10266		10267
(6 hours/day)	$	10.8733	$	8.6986						10256		10257		10262		10263		10268		10269
(4 hours/day)***	$	11.3025	$	9.0420						10258		10259		10264		10265		10270		10271
Specialty Room Head Person	Open		Open		Open		Open			11692		11693
Usher	$	11.9150	$	9.5320	$	11.9150	$	9.5320		11694		11695		11696		11697		11698		11699
Usher (6 hours/day)	$	13.5000	$	10.8000						11970				11972		11973
(Illegible)
Apprentice Bartender **	$	12.5650	$	10.0520	$	12.5650	$	10.0520		10967		10968		10973		10974		10979		10980
Apprentice Service Bartender	$	12.7213	$	10.1770	$	12.7213	$	10.1770		10985		10986		10991		10992		10997		10998
Bar Porter	$	13.2900	$	10.6320	$	13.2900	$	10.6320		11039		11040		11045		11048		11051		11052
Bartender ** Regular	$	15.0650	$	12.0520	$	15.0650	$	12.0520		10913		10914		10919		10920		10925		10926
Combination Bartender	$	15.3775	$	12.3020						10949		10950		10955		10956		10961		10962
(10 hours/day)					$	15.3775	$	12.3020		10963		10964		10965		10966
Service	$	15.5650	$	12.4520	$	15.5650	$	12.4520		10931		10932		10937		10938		10943		10944
(6 hours/day)	$	15.5650	$	12.4520						10933		10934		10939		10940		10945		10946

	Verified & Approved By:	/s/ Illegible
CC:		Payroll
Catherine Mizzi
(Illegible) Coleman	Verified & Approved By:	/s/ Illegible
(Illegible) Schirling		Employee Relations
Darlene Auburn	Date: 6/3/05

Page 4 of 6

CULINARY/BARTENDER UNION CONTRACT
Rates Effective 6/01/2005

	4, 6, 8 HOUR			10 HOUR		REG		REG	STX	STX	EXT	EXT
	100%		80%	100%	80%	100%		80%	100%	80%	100%	80%
OVERSCALE
Assistant Pastry Chef/REG	$	16.9000					19062
Baker	$	17.1900					19011
Banquet Bartender	$	15.9900					19044
Banquet Convention Porter/REG	$	13.2650					19063
Banquet Shift Supervisor/Convention Porter	$	14.5400					19066
Bell Captain	$	18.6650					19021
Bell Captain	$	18.6650					19030
Bell Captain/Overscale+	$	21.5000					19032
Cook/Cafe	$	15.7462					19007
Cook/Calypso’s	$	15.7462					19034
Garde Manager	$	15.6525					19055
Kitchen Steward	$	14.7500					19045
Kitchen Steward/REG	$	14.6900					19052
Linen Room Attendant	$	14.0338					19001
Pantry Person/Calypso’s	$	15.1213					19037
Porter/Houseperson	$	14.7713					19002
Regular Bartender/Showroom	$	15.5650					19056
Regular Bartender/Showroom/10 hr	$	15.5650					19057
Room service Captain/REG	$	13.2500					19051
Room Service Captain/STX	$	13.2500					19064
Sous Chef	$	16.1900					19005
Sous Chef	$	16.1900					19029
Utility Porter	$	13.6700					19014

	Verified & Approved By:	/s/ Illegible
CC:		Payroll
Catherine Mizzi
Glenda Coleman	Verified & Approved By:	/s/ Illegible
(Illegible) Schirling		Employee Relations
Darlene Auburn	Date: 6/3/05

Page 5 of 6

ULINARY/BARTENDER UNION CONTRACT
Illegible Effective 6/01/2005

Effective June 1, 2005

Open positions Culinary job code rate change:.

Job Code # 4709	Room Chef	Open
Job Code #4711	Convention Porter Shift Supv	$	14.2900
Job Code #10604	Cashier/Checker.STX.100% Rm Svc	$	14.6400
Job Code #10621	Head Deli Attendant	$	15.9287
Job Code #10622	Relief Conv Porter Shift Supv	$	14.2900
Job Code #11320	BellCapt/REG/100%	$	17.4150
Job Code #11323	BellCapt/STX/100%	$	17.4150
Job Code #11326	BellCapt/EXT/100%	$	17.4150
Job Code #11660	Head Butcher	$	16.0000

Open Job Codes without rates attached to them

Per Payroll Supervisor, it should be noted that Payroll will need to update Individuals in these positions by inserting in the Job Authorization fields:

Job Basis.....(I)
Job Rate......Individual Rates

00 Head Host/REG

EMP#	NAME	RATE
000003662	Greenwood, Brenda	$	15.1650
17852	Tien, Yueh	$	15.1650
18640	Celis, Hector	$	15.6700
0000045Z7	Graham Roberta	$	15.1650
7699	Abram, Georgia	$	15.6700

4699 Head Host Person/SXT
4698 Head Host Person/EXT

CC:
Catherine Mizzi	Varified & Approved By:	/s/ Illegible
Glanda Coleman		Payroll
Illegible Schirling	Varified & Approved By:	/s/ Illegible
Darlene Auburn		Employee Relations
	Date: 6/3/05

Page 6 of 6

	EXHIBIT 1 - 2002/2003 WAGE SCALES
	2002								2003
CLASSIFICATION	4, 6, 8 HOUR				10 HOUR				4, 6, 8 HOUR				10 HOUR
	100%		80%		100%		80%		100%		80%		100%		80%
COOKS AND MISCELLANEOUS KITCHEN HELP
Sous Chef		115.87		92.70		144.84		115.87		118.27		94.62		147.84		118.27
Master Cook (Second Cook; Saucier)		114.47		91.58		125.89		100.71		116.87		93.50		128.89		103.11
Cook (Roast Cook; Broiler Cook; Carver; Fry Cook; or Relief Cook)		113.47		90.78		141.84		113.47		115.87		92.70		144.84		115.87
Dishup		104.52		83.62		130.65		104.52		106.92		85.54		133.65		106.92
Food Prep (Cook’s Helper; Vegetable Prep; Dessert/Pantry		100.97		80.78		126.21		100.97		103.37		82.70		129.21		103.37
Garde-Manger		111.62		89.30		139.53		111.62		114.02		91.22		142.53		114.02
Head Pantry Person		110.17		88.14		137.71		110.17		112.57		90.06		140.71		112.57
Pantry Person		107.37		85.90		134.21		107.37		109.77		87.82		137.21		109.77
Grill Person (Pool Only)		104.52		83.62		130.65		104.52		106.92		85.54		133.65		106.92
Asst. Pastry Chef		115.57		92.46		144.46		115.57		117.97		94.38		147.46		117.97
Baker		113.37		90.70		141.71		113.37		115.77		92.62		144.71		115.77
Baker’s Helper		100.97		80.78		126.21		100.97		103.37		82.70		129.21		103.37
Head Butcher*	Open		Open		Open		Open		Open		Open		Open		Open
Head Butcher		116.72		93.38		145.90		116.72		119.12		95.30		148.90		119.12
Butcher		111.62		89.30		139.53		111.62		114.02		91.22		142.53		114.02
Butcher’s Helper		100.97		80.78		126.21		100.97		103.37		82.70		129.21		103.37
Kitchen Runner		89.77		71.82		112.21		89.77		92.17		73.74		115.21		92.17
Coffee Person		90.02		72.02		112.53		90.02		92.42		73.94		115.53		92.42
Kitchen Worker**		89.32		71.46		111.65		89.32		91.72		73.38		114.65		91.72
(Porters, Dishwashers, Cleaner, Silver Cleaner)
Dishwashers — (4 hours or less, banquets, private parties)		47.96		38.37						49.16		39.33
Pot Washer		90.32		72.26		112.90		90.32		92.72		74.18		115.90		92.72
Head Dishwasher		90.12		72.10		112.65		90.12		92.52		74.02		115.65		92.52
Stove Cleaner		91.72		73.38		114.65		91.72		94.12		75.30		117.65		94.12
Kitchen Steward		103.92		83.14		129.90		103.92		106.32		85.06		132.90		106.32
DINING ROOM CLASSIFICATIONS
Maitre d’ Hotel	Open		Open		Open		Open		Open		Open		Open		Open

TROPICANA WAGES

EX-10.21

EXHIBIT 10.21

LABOR AGREEMENT

between

HOTEL RAMADA OF NEVADA

D/B/A

TROPICANA RESORT AND CASINO

and

INTERNATIONAL UNION OF OPERATING
ENGINEERS
LOCAL NO. 501, AFL-CIO

FOR THE PERIOD COVERING

APRIL 1, 2004 THROUGH MARCH 31, 2009

TABLE OF CONTENTS

		Page
ARTICLE 1	RECOGNITION AND DEFINITIONS		1
1.01	Recognition		1
1.02	Definition of Employee		2
1.03	Definition of Bargaining Unit		2
1.04	Interchange of Genders		2
ARTICLE 2	SUCCESSORS, ASSIGNS AND HEIRS		2
2.01	Binding Effect of Agreement		2
ARTICLE 3	EMPLOYMENT PROCEDURE		2
3.01			2
3.02	Notification of Vacancies		3
3.03	Dispatching Procedures		3
3.04	Right to Recruit from Other Sources		4
3.05	Order of Preference		4
	List “A.”		4
	List “B.”		5
	List “C.”		5
3.06	Notification of Applicants Hired		5
3.07	Change in Qualifications		5
3.08	Right of Selection		5
3.09	Posting Requirements		6
3.10	Time Limits		6
3.11	Job Application Forms and Questionnaires		6
3.12	Eligibility for Employment		6
ARTICLE 4	UNION SECURITY		6
4.01	Union Shop		6
4.02	Effect of State Laws		7
4.03	Indemnification		7
ARTICLE 5	UNION REPRESENTATIVES AND SHOP STEWARDS		7
5.01	Union Representatives		7
5.02	Shop Steward		7
ARTICLE 6	HOURS OF WORK—OVERTIME SCHEDULES		8
6.01	Workday and Workweek		8
6.02	Overtime		10
6.03	Schedules		11
6.04	On-The-Job Injury		12
6.05	Shift Premiums		12
6.06	Reporting Pay		12
6.07	Emergency Call-Out Provision		13
6.08	Limitation on Daily and Weekly Guarantee		13
6.09	Prohibition Against Pyramiding Premium Pay		14

		Page
ARTICLE 7	HOLIDAYS		14
7.01	Recognized Holidays		14
7.02	Compensation		15
7.03	Eligibility		15
ARTICLE 8	VACATIONS		15
8.01			15
8.02	Continuous Service Defined		16
8.03	Scheduling of Vacations		16
8.04	Payment for Vacations		17
8.05	Prorated Vacations		18
8.06	Effect of Change of Ownership		18
ARTICLE 9	LEAVES OF ABSENCE		18
9.01			18
9.02	Medical Release		19
9.03	Family Medical and Leave Act		19
9.04	Light Duty		20
9.05	Funeral Leave		21
ARTICLE 10	JURY DUTY		21
10.01			21
10.02	Administrative and Legal Proceedings		23
ARTICLE 11	SENIORITY		23
11.01			23
11.02	Calculation of Continuous Service		23
11.03	Assignment of Shifts and Days Off		24
11.04	Notification		25
11.05	Probationary Employees		25
11.06	Special Project Work		26
ARTICLE 12	MANAGEMENT RIGHTS AND RESPONSIBILITIES		26
12.01	Rights to Manage		26
12.02	Rules		26
12.03	Contracting Work		27
ARTICLE 13	DISCIPLINE AND DISCHARGE		27
13.01			27
13.02	Warning Notices		28
13.03	Confessions or Statements		29
13.04	Drug and Alcohol Testing		29

		Page
ARTICLE 14	GRIEVANCE AND ARBITRATION PROCEDURE		29
14.01	Definition		29
14.02	Procedure		30
14.03	Arbitration		30
14.04	Expedited Arbitration		31
14.05	Arbitration Procedure		32
14.06			32
14.07			32
14.08			33
14.09			33
14.10	Time Limits		33
ARTICLE 15	NO STRIKES OR LOCKOUTS		33
15.01			33
15.02			33
15.03			33
ARTICLE 16	CLASSIFICATIONS AND WAGE RATES		34
16.01			34
16.02	Functions		35
	a) Chief Engineer and Assistant Chief Engineer		35
	b) Senior Watch Engineer		35
	c) Watch Engineer		35
	d) Maintenance Engineer		35
	e) Relief Engineer		36
	g) Apprentice Engineer		36
ARTICLE 17	MEALS—UNIFORMS—TOOLS		36
17.01	Meals		36
17.02	Uniforms		37
17.03	Tools		37
ARTICLE 18	BULLETIN BOARDS		37
18.01			37
ARTICLE 19	INDIVIDUAL AGREEMENTS		38
19.01			38
ARTICLE 20	PAYMENT OF WAGES		38
20.01			38
ARTICLE 21	TRUST FUND CONTRIBUTIONS		38
21.01	Health and Welfare		38
21.02	Dental Plan		39
21.03	Vision Plan		39
21.04	Disability Plan		39
21.05	Maintenance of Benefits		40

		Page
ARTICLE 22	PENSION		40
22.01			40
22.02	Payments		40
ARTICLE 23	APPRENTICESHIP AND TRAINING PROGRAM		41
23.01	Agreement and Declaration of Trust		41
23.02	Contributions		41
23.03	Employment of Apprentices		42
ARTICLE 24	SCOPE OF WORK		42
24.01			42
ARTICLE 25	CHECK-OFF		42
25.01			42
25.02	Indemnification		42
ARTICLE 26	MAINTENANCE OF EXISTING CONDITIONS		43
26.01			43
ARTICLE 27	GENERAL		43
27.01			43
ARTICLE 28	EQUAL OPPORTUNITY		43
28.01			43
ARTICLE 29	SAFETY		44
29.01			44
29.02	Safety Lockout Procedures		44
29.03			45
29.04	Safety Committee		46
ARTICLE 30	TERM—TERMINATION—RENEWAL		46
30.01	Term of Agreement		46

EXHIBIT	I	PAYROLL DEDUCTION AUTHORIZATION
	II	OPERATING ENGINEER APPRENTICES
	III	NEGOTIATIONS

LABOR AGREEMENT

between

INTERNATIONAL UNION OF OPERATING ENGINEERS
LOCAL NO. 501, A.F.L.— C.I.O.

and

HOTEL RAMADA OF NEVADA
d/b/a/ TROPICANA RESORT and CASINO

     THIS AGREEMENT, entered into this 1st day of April 2004, by and between Hotel RAMADA OF NEVADA, d/b/a TROPICANA RESORT AND CASINO located at 3801 Las Vegas Boulevard South and its successors and assigns, hereinafter referred to as “the Employer” and the INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL NO. 501, including its subordinate branches, A.F.L.— C.I.O., and its successors and assigns, hereinafter referred to as “the Union”.

WITNESSETH:

     WHEREAS, pursuant to a valid reopening notice dated January 6, 2004 and served upon the Employer by the Union, the parties have, by negotiations and collective bargaining, reached complete agreement on wages, hours of work, working conditions and other related, negotiable subjects to be incorporated into a new Labor Agreement which shall supersede all previous verbal or written agreements applicable to the employees in the bargaining unit defined- herein which may have existed between the Employer and the Union or between the predecessor of the Employer, if any, and the Union.

     NOW, THEREFORE, in consideration of the foregoing, the execution of this Agreement and the full and faithful performance of the covenants, representations and warranties contained herein, it is mutually agreed as follows:

ARTICLE 1
RECOGNITION AND DEFINITIONS

1.01 Recognition. The Employer recognizes the Union as the exclusive collective bargaining representative for all employees employed by the Employer in the bargaining unit defined in Section 1.03 at its Las Vegas, Nevada casino hotel located as of April 1, 2004 at 3801 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and excluding any employees employed at any other location.

1.02 Definition of Employee. The term “employee” or “employees” as used in this Agreement, means all persons directly employed by the Employer to perform work at its Las Vegas casino hotel located as of April 1, 2004 at 3801 Las Vegas Boulevard South, Las Vegas, Nevada 89109 and excluding any employees employed at any other location covered by the classifications set forth in Article 16, but excluding all other employees.

1.03 Definition of Bargaining Unit. The term “bargaining unit” means the aggregate of all employees (as such term is above defined) employed by the Employer at its Las Vegas, Nevada casino hotel located as of April 1, 2004 at 3801 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and excluding employees employed at any other location and excluding any persons working for the Employer in Laughlin, Nevada, or any subsequently acquired property not organized by the union.

1.04 In this Agreement, whenever the context so requires, the masculine gender shall include the feminine.

ARTICLE 2
SUCCESSORS, ASSIGNS AND HEIRS

2.01 Binding Effect of Agreement. This Agreement shall be binding upon the successors, assigns and heirs of the parties hereto. The Employer will notify any prospective buyer, in writing, prior to the conclusion of a sale of the existence of this collective bargaining agreement and will furnish the Union with a copy of this notification.

     The signatory Employer shall make all payments which are due or shall be due as of the date of transfer of the business for wages and for fringe benefit contributions required to be paid under the terms of this Agreement to established trust funds. In addition, the Employer shall be responsible for vacation pay accrued to the date of transfer for each employee covered by this Agreement.

ARTICLE 3
EMPLOYMENT PROCEDURE

3.01 In the employment of applicants for all work covered by this Agreement, the following procedure shall govern:

2

     The Union shall establish and maintain open and nondiscriminatory employment lists for eligible applicants desiring employment on the work covered by this Agreement.

     In order to be considered eligible for registration and dispatchment, the applicant must be able to demonstrate his proficiency in the particular branch or specialty of the trade in which he seeks to register by achieving a passing grade on a standard journeyman’s examination to be designed and administered under the supervision of the Joint Apprenticeship Committee. Nothing herein shall be construed to prohibit an applicant from registering in more than one classification or specialty.

     Applicants who have completed the Apprenticeship Training Program established under this Agreement and applicants who were employed in the industry on April 1, 2004, shall not be subject to the examination procedure outlined above.

3.02 Notification of Vacancies. The Employer shall first call the dispatching office of the Union for such applicants as he may from time to time need and the dispatch office shall furnish to the Employer the required number of qualified and competent applicants requested by the Employer strictly in accordance with the following procedure:

     It shall be the responsibility of the Employer, when requesting applicants, to state the qualifications applicants are expected to possess.

     In order to give the Union an opportunity to refer those applicants who most nearly meet his specifications, the Employer agrees to give the dispatch office as much advance notice of the anticipated opening as is possible under the circumstances then prevailing. At the time such notice is given to the Union, the Employer will specify the date the vacancy is to be filled and the qualifications the applicants are expected to possess.

3.03 Dispatching Procedure. The dispatching office will refer in accordance with the Employer’s specifications, from among those entered on its lists, those registrants who most nearly meet the qualifications required by the Employer in the Order of Preference set forth in Section 3.05 and subject to the following terms and conditions: The Union and the Employer agree to comply with the Americans with Disabilities Act.

3

     1. The selection of registrants to be referred shall be on a non-discriminatory basis and, in accordance with applicable law, shall not be based upon, nor in any way affected by Union membership, by-laws, rules, regulations, constitutional provisions, nor any other aspect or obligation of Union membership, policies, or requirements, nor upon the individual’s race, color, religion, sex, age, national origin, ancestry or disability.

     2. In the administration of the provisions of this Section, it is understood and agreed that the dispatch office will immediately notify the Employer if no qualified applicants for the job to be filled are available. Similarly, the Employer shall promptly notify the dispatch office of his decision with respect to applicants referred by the Union.

     3. The Employer may request multiple referrals for a single vacancy but the Union dispatch office need not refer more than four (4) registrants at the same time for each such vacancy.

     4. The Union shall not be required to refer additional registrants for the same vacancy until the Employer notifies the Union of his decision with respect to registrants previously referred.

3.04 Right to Recruit from Other Sources. The Employer may procure applicants from other sources under the following conditions:

     (a) He has afforded the Union an opportunity to refer at least ten (10) applicants for each vacancy; and,

     (b) Forty-eight (48) hours have elapsed since the date specified for the job to be filled under Section 3.02; provided, however, that the Employer need not wait forty-eight (48) hours if the Union has notified the Employer that no qualified applicants are available.

3.05 Order of Preference. List “A.” Applicants who have performed at least 2000 hours of work for Employers engaged in the industry covered by this Agreement in Southern Nevada, and who have been employed or available for work during the twelve (12) month period immediately preceding registration at the dispatch office. Applicants registered on List “A” who possess the qualifications requested by the Employer and are available for employment will be referred in order of their registration.

4

It is understood, however, that the Employer may request by name those applicants on List “A” who meet his qualifications and the dispatch office will refer such named applicants.

     List “B.” When List “A” is exhausted, those applicants who within the five (5) years immediately preceding registration at the dispatch office have performed work of the type covered by this Agreement within the territorial jurisdiction of the Union and who meet the qualifications required shall be referred in the order of their registration.

     List “C.” When List “B” is exhausted, applicants who do not meet the work experience requirements for List “A” or List “B” shall be referred on a first-registered, first-out basis.

     Any Employer who instructs the dispatch office not to refer an applicant whose name appears on the Union referral lists shall be required, within twenty-four (24) hours thereafter, to confirm such instructions to the Union in writing.

3.06 Notification of Applicants Hired. The Employer shall, within seventy-two (72) hours of the date of hire of bargaining unit employees, mail a copy of the employee’s hire slip to the Union. Further, in recognition that the Union is the bargaining agent for all employees in the bargaining unit, it is agreed that an employee recruited from a source other than the Union dispatch office will be required to deliver a copy of his hire slip to the Union within seventy-two (72) hours of date of hire and that the Union shall, upon receipt of such hire slip, promptly issue to the employee written verification that the employee has been hired in accordance with the terms of this Agreement, if that, in fact, is the case.

3.07 Change in Qualifications. If an Employer changes the qualifications stated to the Union, he shall immediately notify the dispatch office of this fact and the dispatch office will have forty-eight (48) hours from that time to refer additional applicants who most nearly fit the changed requirements.

3.08 Right of Selection. Subject to the provisions of this Article, the Employer shall be the sole judge of an applicants’ competence and qualifications to perform the work of any job to be filled. The Employer may accept or reject any applicant for employment referred by the Union, provided that the Employer’s acceptance or rejection of any applicant shall be based solely upon the Employer’s judgment and determination as to the factors

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set forth in the preceding sentence. If the Union so requests, the Employer shall furnish to the Union within seventy-two (72) hours after such request, the specific reason for rejection by the Employer of an experienced applicant referred by the Union dispatch office for a job opening.

     The Union shall have the right to file a grievance over any rejection on the grounds that such rejection was not based solely upon the Employer’s judgment and determination of such factors.

     In accordance with applicable laws, no applicant shall be rejected or discriminated against because of membership or non-membership in the Union, or because of the applicant’s race, color, religion, sex, age, national origin, ancestry or disability.

3.09 Posting Requirements. The Union shall post in places where notices to registrants are customarily posted all provisions relating to these hiring procedures. The Employer shall likewise post these hiring procedures in places where notices to applicants and employees are customarily posted.

3.10 Time Limits. In computing any time limits referred to in this Article, Saturday, Sunday, and recognized holidays shall be excluded.

3.11 Job Application Forms and Questionnaires. All job application forms and questionnaires and all employer interviews of job applicants shall comply with all requirements and restrictions imposed by applicable state and federal laws. No applicant or employee shall be requested or required to take a lie-detector test.

3.12 Eligibility for Employment. The Union shall comply with its obligations under the Immigration Reform and Control Act of 1986 in referring applicants for employment.

ARTICLE 4
UNION SECURITY

4.01 Union Shop. Subject to the provisions of the Labor-Management Relations Act, 1947, as amended, it shall be a condition of employment hereunder that all employees covered by this Agreement who are members of the Union in good standing on the date of execution of this Agreement shall remain members in good standing throughout their employment by the Employer, and

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those who are not members of the Union on the date of execution of this Agreement shall, on the 30th day following execution of this Agreement, become and remain members of the Union throughout their employment by the Employer. It shall also be a condition of employment hereunder that all employees covered by this Agreement shall, on or after the 30th day following the employee’s first employment by the Employer in the classification covered hereunder, become and remain members of the Union throughout their employment with the Employer.

4.02 Effect of State Laws. Notwithstanding anything to the contrary therein, Section 4.01 shall not be applicable if all or any part thereof shall be in conflict with applicable law; provided, however, that if all or any part of Section 4.01 becomes permissible by virtue of a change in applicable law, whether by legislative or judicial action, the provisions of Section 4.01 held valid shall immediately apply.

4.03 Indemnification. The Union will indemnify and save the Employer harmless against any and all claims, demands or other forms of liability which may arise out of or by reason of any action taken or not taken by the Employer at the request of the union in accordance with the provisions of this Article.

ARTICLE 5
UNION REPRESENTATIVES AND SHOP STEWARDS

5.01 Union Representatives. The Employer agrees that the authorized representatives of the Union shall be granted access at any reasonable time to those areas of the premises where employees represented by the Union are employed, when such visits are necessitated by matters concerning the administration of this Agreement. It is agreed that such representatives of the Union will conduct their business as expeditiously as possible in order to minimize interference with the Employer’s business. Immediately upon arrival at such area, the Union’s authorized representative must notify the appropriate supervisor on duty.

5.02 Shop Steward. The Union may select from among the employees Shop Stewards whose function in addition to their normal work shall be to report to the Business Representative of the Union grievances or alleged infractions of this Agreement. The Union agrees to notify the Employer in writing of the employees selected to serve as Shop Stewards.

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ARTICLE 6
HOURS OF WORK—OVERTIME SCHEDULES

6.01 Workday and Workweek. (a) The normal workday for regular employees shall consist of eight (8) consecutive hours, inclusive of a meal period. The workday, for the purpose of computing overtime pay, shall be deemed to be the twenty-four (24) hour period commencing with the start of the graveyard shift of the establishment; that is, 11:00 p.m., 11:30 p.m. or 12:00 midnight. The Employer shall allow each employee an uninterrupted meal period of thirty (30) minutes on the Employer’s time, plus sufficient time (not to exceed five (5) minutes each way) to go to and from the eating area.

     (b) Except as provided in Section 6.01 (c) or Section 6.08, a workweek shall be a guarantee of forty (40) hours of work or pay consisting of five (5) consecutive eight (8) hour days. If, however, an employee fails to work through no fault of the Employer, then in that event, the guaranteed workweek will be reduced by the amount of time not worked.

     (c) The Employer may establish a basic straight-time workweek of four (4) ten-hour days, in accordance with the following:

     1. The normal workday for regular employees shall consist of ten (10) consecutive hours, inclusive of a meal period.

     2. A workweek shall be a guarantee of forty (40) hours of work or pay consisting of four (4) ten-hour days, with two (2) consecutive days off and a third day off. In the event that the employee desires to be scheduled for three (3) consecutive days off, and the Employer determines that the needs of the business can accommodate the employee’s desire, the employee shall be scheduled for three (3) consecutive days off.

If, however, an employee fails to work through no fault of the Employer, then in that event, the guaranteed workweek will be reduced by the amount of time not worked.

     3. For the fifth (5th) and sixth (6th) day of work performed in the employee’s workweek, the employee shall be paid for such work at the rate of time and one-half (1-1/2X) the regular straight-time rate, and for the seventh (7th) day worked in his regular workweek, the employee shall be paid at the rate of double-time (2X) the regular, straight-time rate.

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     4. When a holiday falls on an employee’s regularly scheduled day of work and he is not required to work on that day, and his regularly scheduled workweek consists of four (4) ten-hour days, he shall be paid as holiday pay ten (10) hours’ pay for that day and that shall be considered as ten (10) hours worked for the purpose of computing overtime in that workweek.

     5. When a holiday falls on an employee’s regularly scheduled day of work and the employee works on that day, employee shall be paid in accordance with Section 7.02 for all hours worked.

     6. When a holiday falls on an employee’s regularly scheduled day off and he does not work, he shall receive eight (8) hours of holiday pay.

     7. The Employer agrees that there will be no layoffs or reduction in crew size because of the establishment of any four (4) ten hours per day workweek.

     8. Assignments to the four (4) ten-hour workday shift schedule shall be on a voluntary basis, except that if an insufficient number of employees volunteer, the employer has the right to assign up to twenty (20%) percent of the work force to such shifts. All such assignments shall be made in seniority order, with the least senior person assigned first. No employee who elects to remain on the five (5) eight-hour workday shift schedule and is not assigned to a four (4) ten-hour workday shift schedule will be displaced from his regular shift and days off schedule because of the establishment of the four (4) ten-hour workday shift schedule. Any employee who voluntarily accepts a four (4) ten-hour workday shift schedule and who does not wish to remain on such a schedule, may elect to return to the five (5) eight-hour workday shift schedule, in accordance with the provisions of Article 11.03.

     9. When an employee is called for duty on a regular shift, he shall be guaranteed ten (10) hours’ work and pay for that day. If called in before his regular starting time, the employee shall, nevertheless, be allowed to complete his regular shift for that day unless the employee volunteers to go home after completion of ten (10) hours of work.

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6.02 Overtime. All time worked in excess of eight (8) hours per day or in excess of forty (40) hours per week shall be paid for at the rate of time and one-half (1.5X) the employee’s regular, straight-time rate of pay, including shift differential, if applicable.

     All time worked in excess of twelve (12) (for eight (8) hour employees) or fourteen (14) (for ten (10) hour employees) consecutive hours shall be paid for at double (2X) the employee’s regular, straight-time rate of pay, including shift differential, if applicable.

     For the sixth (6th) day of work performed in the employee’s workweek, the employee shall be paid for such work at the rate of time and one-half (1-1/2X) the regular, straight-time rate and, for the seventh (7th) day worked in his regular workweek, the employee shall be paid at the rate of double-time (2X) the regular, straight-time rate.

     When any employee is required to work more than four (4) continuous hours beyond the eight (8) hours of the employee’s scheduled shift on a particular workday, such employee will remain on the applicable overtime rate until he has been relieved from duty for at least eight (8) hours. This provision shall not be applicable to emergency call-outs covered under Section 6.07.

     In the administration of the provisions of this Article 6, it is agreed that if an employee completes a shift of eight (8) hours in one (1) calendar day and is required to perform overtime work which extends into a new calendar day, he will continue to receive for such overtime work the applicable overtime premium and will not be cut back to straight-time because of the commencement of the new calendar day. It is understood and agreed that this provision shall not apply to an employee’s regularly scheduled shift.

     Except as provided in Section 6.03, all time worked immediately before or after a regular shift shall be compensated for at the applicable overtime rate of pay.

     An employee receiving eight (8) hours’ pay for a holiday not worked which falls on his regular, scheduled workday shall have such eight (8) hours counted as hours worked for the purpose of computing weekly overtime.

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     Except for relief employees and except for employees whose shifts are changed pursuant to Section 11.03, employees will be allowed a minimum of ten (10) hours off between the end of one (1) shift and the commencement of the next shift.

     Relief engineers will be allowed a minimum of eight (8) hours off between the end of one (1) regularly scheduled shift and the commencement of the next regularly scheduled shift.

     The Employer will give employees who are expected to work overtime as much advance notice as is possible. The Employer further agrees to distribute overtime as equitably as possible among employees who are qualified to perform satisfactorily the work involved, provided however, that the Employer shall have no obligation to assign overtime to an employee which would result in the employee’s working in excess of twelve (12) consecutive hours or on a holiday which falls on the sixth (6th) or seventh (7th) day of the employee’s workweek. Employees may not be required to work on their scheduled days off except in cases of emergency such as major breakdowns in equipment, fires, flood, and power failures or where employees qualified to perform the particular work involved are not available.

     A record of overtime assignments shall be maintained on a semi-annual basis and no employee shall have a claim to unequal treatment under the provisions of this section, based upon the fact that he has failed, for whatever the reason, to accept overtime as offered.

6.03 Schedules. The Employer may establish and work a single shift or multiple shift system for any portion of the work covered by this Agreement. A shift shall consist of eight (8) consecutive hours, including a one-half (1/2) hour meal period as provided in Section 6.01(a).

     The Union will be furnished with a copy of the shift schedules in effect at the time of signing this Agreement and the Employer agrees that shift starting times will not be changed without the approval of the Union. The Union agrees that it will not unreasonably withhold its approval of a change in shift schedules or shift starting times if such change will contribute to the convenience of operational requirements.

     In cases of routine changes in shifts and days off, the Employer will give the employee four (4) days’ advance notice of such change.

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     When it becomes necessary to assign employees to report to work before their normal shift starting time in order to restore mechanical, plumbing, HVAC and similar systems to their regular full service, the employer may advance an employee’s shift starting time up to a maximum of three (3) hours. In such cases, the employee shall be notified of change before leaving work on his/her prior shift. Such change in shift starting time shall not subject the employer to overtime pay liability unless the employee actually works more than his/her regularly assigned hours (8 or 10) for that work day. The parties agree that the use of this exception shall not be used more than three times shop wide in any calendar month.

6.04 On-The-Job Injury. Anything in this Agreement to the contrary notwithstanding, an employee injured in the course of his employment and who requires treatment by a medical doctor for such injury shall be paid for his full scheduled shift on the day of the injury provided that the attending physician certifies that the employee was unable because of the injury to finish his shift on that particular day.

6.05 Shift Premiums. (a) An employee who is assigned to work the swing shift, that is, an employee who works part of his regular eight (8) hour shift between 6:00 p.m. and midnight, shall be paid a shift differential of twenty-five cents ($.25) per hour above the minimum straight-time rate for the entire shift.

     (b) An employee assigned to work the graveyard shift, that is, an employee who works part of his regular eight (8) hour shift between midnight and 6:00 a.m., shall be paid a shift differential of thirty cents ($.30) per hour above the minimum straight-time rate for the entire shift.

     (c) An employee assigned to replace another for a full shift shall receive the differential applicable to that shift.

     (d) The above provisions shall not be applicable to Relief Engineer.

6.06 Reporting Pay. When an employee is called for duty on a regular shift, he shall be guaranteed eight (8) hours’ work and pay for that day. If called in before his regular starting time, the employee shall, nevertheless, be allowed to complete his regular shift for that day unless the employee volunteers to go home after completion of eight (8) hours of work.

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6.07 Emergency Call-Out Provision. When an employee is called out in an emergency, he shall be guaranteed a minimum of four (4) hours’ work at his regular hourly rate or at the overtime rate for the hours actually worked, whichever is the greater.

6.08 Limitation on Daily and Weekly Guarantee. The weekly and daily guarantees set forth herein shall not apply when work is not available due to fire, flood or power outages which create a condition whereby the employee cannot perform his normal duties.

     Further, the weekly guarantees shall not apply to the following situations:

     a) The first week of employment for:

1)	all new hires including all employees temporarily hired to work on special projects
2)	employees recalled from layoff
3)	employees providing relief for vacations or leaves of absence
4)	employees returning to active employment from any period of absence off work

     b) The week in which an employee begins his vacation or other absence from the job if said vacation or absence does not begin at the end of the employee’s scheduled workweek.

     c) The week in which an employee ends his vacation or other absence from the job if the employee does not return to work at the beginning of his scheduled workweek.

     d) For employees hired or recalled for special projects, the week in which a special project is completed and/or suspended.

     e) For employees hired or recalled for special projects, any week of employment on a special project wherein work is not available due to conditions beyond the control of the Employer such as shortage of materials, unavailability of equipment, or inaccessibility to the work area due to business activity.

     f) When shifts or days off are changed at the request of the employee or by exercising his seniority rights under Section 11.03.

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     g) The first and last week of employment for employees hired to provide relief for vacations or other absences from the job.

6.09 Prohibition Against Pyramiding Premium Pay. There will be no pyramiding of premium pay under any of the terms of this Agreement, that is, no type of premium or penalty pay shall be combined with or paid on top of any other type of premium or penalty pay, except shift differential. Where more than one premium or penalty rate applies to the same hours of work, the higher premium only shall be paid.

ARTICLE 7
HOLIDAYS

7.01 Recognized Holidays. The following days shall be recognized as holidays for the purposes of this Agreement:

New Year’ s Day	January 1
Presidents’ Day	3rd Monday in February
Memorial Day	last Monday in May
Independence Day	July 4
Labor Day	1st Monday in September
Thanksgiving Day	4th Thursday in November
Christmas Day	December 25
Floating Holiday

     Floating Holiday Regular and Relief employees, only, are eligible for Floating Holidays. Employees are not eligible to request a Floating Holiday until he/she has completed his/her probationary period. Each eligible employee shall receive one (1) Floating Holiday per calendar year and it must be used by the end of the calendar year. Employees must be active on the payroll and have received prior management approval in writing. Such approval shall not be unreasonably withheld, and the time must be taken as paid time off. The Employee must request the Floating Holiday ten (10) days in advance and the holiday cannot be canceled with less than seven (7) days notification. If the Floating Holiday has not been used or approved to be used prior to the effective date of the employee’s termination, the Floating Holiday shall be paid at the time of termination if the employees has completed his/her probationary period.

     Except in cases where circumstances make it impossible to do so, the Employer shall give five (5) days’ advance notice of holiday work schedules.

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7.02 Compensation. An employee shall be paid at the rate of two and one-half (2.5) times his regular straight-time rate of pay for work performed on a recognized holiday, with a guarantee of eight (8) hours, as provided in Article 6. An eligible employee shall be paid for eight (8) hours at his regular straight-time rate for holidays on which no work is performed.

     The holiday shall be deemed to be the twenty-four (24) hour period commencing with the start of the graveyard shift as provided in Section 6.01(a) above.

     An employee who performs work on a recognized holiday which coincides with the sixth (6th) or seventh (7th) day worked within his workweek shall be paid at three (3) times the employee’s regular straight-time rate.

     Except in cases of bona fide illness or injury, an employee who is scheduled to work on a recognized holiday and who fails to do so shall receive no pay for the holiday. Employees may be required to produce satisfactory evidence that their absence was, in fact, due to bona fide illness or injury.

     If a recognized holiday falls during an employee’s vacation period, the employee shall receive an additional day’s pay computed on the basis of eight (8) hours at his regular straight-time rate.

7.03 Eligibility. In order to be eligible for holiday pay for a day not worked, a regular employee must work the last day he is scheduled to work before the holiday, and the first day he is scheduled to work after the holiday unless the absence is excused due to sickness or injury. The employer may request proof of such sickness or injury.

ARTICLE 8
VACATIONS

8.01 (a) Each regular employee who has had at least one (1) year, but less than six (6) years of continuous service, as defined in Section 8.02, will receive two (2) weeks of vacation with pay computed on the basis of eighty (80) straight-time hours, including shift differential, if any.

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     Each regular employee who is eligible for a least two (2) weeks of vacation with pay may take one (1) week of the regular employee’s vacation entitlement in increments as small as one (1) day. Any remaining vacation entitlement must be taken in accordance with 8.03 (e).

     (b) Each regular employee who completes six (6) but less than twelve (12) years of continuous service, as defined in Section 8.02, will receive three (3) weeks of vacation with pay computed on the basis of one hundred and twenty (120) straight-time hours, including shift differential, if any.

     (c) Each regular employee who completes twelve (12) or more years of continuous service, as defined in Section 8.02, will receive four (4) weeks of vacation with pay computed on the basis of one hundred and sixty (160) straight-time hours, including shift differential, if any.

8.02 Continuous Service Defined. A regular employee will be considered as having a year of continuous service for the purpose of obtaining a full year’s eligibility for vacation if he remains on the payroll for the full year and has worked at least 1700 hours during the twelve (12) months preceding his anniversary date. If a regular employee completes twelve (12) months in the employment of the Employer and works less than 1700 hours during such twelve (12) month period due to temporary layoffs due to reductions in force, authorized leaves of absence, including absence due to illness or injury, he will be entitled to a partial vacation determined by the ratio of hours worked to 1700 hours. Time spent on an earned vacation, holidays not worked and on jury duty for which an employee is eligible for benefits under Section 10.01 will be counted as time worked for the purpose of computing the 1700 hours required under this Section 8.02.

8.03 Scheduling of Vacations. Insofar as possible, vacations will be granted at times most desired by the employee, with the twelve (12) months of the year open for selection, but the final right of allotment of vacation periods is reserved to the Employer in order to ensure the orderly operation of the establishment.

     Vacations must be taken as paid time off and no employee will be allowed to carry vacation time forward from year to year. If an employee does not take his/her vacation within the appropriate vacation year, the vacation time will be lost without pay. (See Exhibit IV of this agreement.)

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     Subject to the above understanding, the following procedure shall be adhered to in scheduling vacation for employees covered by this Agreement:

     a) As soon after April 1 of each year as practicable, but in no event later than April 30, employees shall be given an opportunity to state their first and second preference for vacation periods. Those employees who fail to state a preference will be assigned a vacation date by the management.

     b) Where two (2) or more employees select the same vacation period, the conflict, if any, shall be resolved by the supervisor concerned in favor of the employee with the greatest seniority.

     c) In recognition of the inconvenience caused employees by last minute changes in vacation schedules, it is agreed that except for emergencies of a serious nature, no changes shall be made within thirty (30) days of the date an employee is scheduled to go on vacation.

     d) The management will not unreasonably refuse an employee permission to change his vacation dates, provided that it does not result in bumping another employee from his approved vacation period.

     e) An employee entitled to more than one (1) week of vacation shall be allowed to split his vacation into two (2) segments, but neither segment shall be for less than one (1) week.

          In the administration of this provision, it shall be the rule that an employee who elects to split his vacation may bid only one (1) segment by seniority and the choice of dates for the other segment shall be subordinate to the preference of employees taking a full vacation.

     f) Employees may be granted additional vacation time without pay provided that a request for such additional time off is made at the time the vacation period is agreed upon. The additional unpaid vacation time shall not exceed one (1) week.

8.04 Payment for Vacations. When an employee is eligible for a vacation under the provisions of this Article, he shall, upon at least thirty (30) days notice to his Employer, be paid his vacation pay five (5) days prior to the time he is scheduled to

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go on vacation. Such vacation pay shall be based upon the employee’s then current regular straight-time wage rate, including shift differential, if any. Consistent with the language of this section it is the understanding of the parties that vacation pay shall only be paid at the time specified above and shall not automatically be paid on the employee’s anniversary date.

     Vacations must be taken as paid time off during the twelve (12) month period following the employee’s anniversary date.

     Employees will be issued separate checks for their vacation pay with taxes computed at the appropriate rate as required by the Internal Revenue Service.

8.05 Prorated Vacations. (a) After completing one (1) full year of employment, if employment be terminated for any reason, vacation pay will be granted in pro-rata amount accrued to the date of termination in the ratio of hours worked to 1700 hours.

     b) An employee who is scheduled for a layoff exceeding thirty (30) days and who has completed at least one (1) full year of service since his last date of hire may request and shall be paid pro-rata vacation pay accrued to the date of the layoff.

8.06 Effect of Change of Ownership. A change of ownership without business interruption of at least thirty (30) days shall not operate to break an employee’s continuity of service for vacation eligibility. This provision shall not be interpreted to break the continuous service for vacation eligibility of employees whose employment was continuous despite an interruption of the business of the establishment which lasted in excess of thirty (30) days.

     Employees who are transferred from one hotel to another operated by the same corporation, at the request of or with the approval of the management of both hotels, shall maintain their vacation credits.

ARTICLE 9
LEAVES OF ABSENCE

9.01 Subject to the provisions of Article 11 of this Agreement, leaves of absence without pay shall be granted for reasons of bona-fide illness or injury. Leaves may be granted by the

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Employer at his discretion for other reasons, the duration of which shall be mutually agreed upon by the Employer and the employee. The Employer shall not unreasonably refuse to grant leaves of absence for compelling personal reasons. If it is established that an employee on a leave of absence has accepted gainful employment during such leave, he may be terminated without recourse, the provisions of Article 13 of this Agreement to the contrary notwithstanding.

     The Employer shall, upon request and subject to the following conditions, grant one (1) leave of absence to one (1) employee in the bargaining unit in each twelve (12) month period for the purpose of accepting an assignment on union business. The conditions are:

     1) The Business Manager of the Union shall, on behalf of the designated employee, make application to the Employer not less than sixty (60) days prior to the time such leave is to commence.

     2) The period of the leave shall not exceed thirty (30) days.

     Employees will be issued a written leave of absence form and a copy thereof shall be furnished to the Union.

9.02 Medical Release. An employee absent five (5) or more days due to illness or injury, whether or not compensable under the terms of the Nevada Industrial Insurance Act, shall, upon request, present a release from his physician stating that he is physically able to perform the duties of his former position.

9.03 FAMILY MEDICAL AND LEAVE ACT. Where this Article provides rights greater than those provided for under FMLA, this Article governs. Where FMLA provides rights greater than those provided in other sections of this Article, FMLA governs. The rights provided in the Article shall not be added to those provided by FMLA to produce greater rights than an employee would have under either this Article or FMLA standing alone; there shall be no duplication of rights. The FMLA governs instead of the Article, all of the requirements for a leave under FMLA must be met by the employee. Where this Article governs, only the requirements set forth in this Article, and not those in FMLA, must be met by the employee.

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9.04 LIGHT DUTY The Employer reserves the right to assign employees to work in light duty in classifications that are covered and excluded from the terms of this Agreement, during the time that an employee’s bonafide illness or injury compensable under the Nevada State Industrial Insurance Act precludes him/her from performing the duties of his/her classification. The employee shall be paid either the temporary total disability rate mandated by the Nevada Industrial Insurance Act while assigned to light duty excluded from this Agreement, or the appropriate rate for the classification if the employee is assigned to perform bargaining unit work, unless the appropriate rate for the classification is less than the temporary total disability rate mandated by the Nevada Industrial Insurance Act, in which case the temporary total disability rate will apply. The Employer shall assign the employee to work the shift and hours consistent with the need of the business and availability of light duty work, and without regard to restrictions upon a weekly guarantee. In any event, employees assigned light duty shall be paid at least the temporary total disability rate required by Nevada Law.

     Time spent working light duty shall not count as shifts worked for completion of the probationary period. However, the employee’s shifts worked, prior to and after assignment to light duty, shall be combined to complete the probationary period. Time spent working light duty shall not be considered a break in service when calculating seniority or vacation entitlement.

     If the bargaining unit employee rejects the assignment to perform light duty work, whether within or outside of the bargaining unit, the employee shall be subject to disqualification of benefits under the Nevada Industrial Insurance Act. However, if the bargaining unit employee rejects the assignment to perform light duty work, the bargaining unit employee shall not otherwise be subject to discipline and shall continue to be entitled to leave for which the employee is eligible under 9.01.

     In the event a bargaining unit employee is assigned and accepts light duty work within the bargaining unit, all applicable provisions of the Collective Bargaining Agreement, subject to the modifications and restrictions set forth herein, shall apply to such employee, including accrual of seniority, and grievance and arbitration. In addition, the employee shall comply with all Company, House, and Departmental rules to the extent required under Section 12.02.

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     In the event a bargaining unit employee is assigned and accepts out-of-bargaining unit light duty work, the Employer shall make contributions on behalf of the employee pursuant to Article 21 and 22 of this Agreement. In the event of a termination, the employee shall be entitled to all rights in accordance with Article 13 and 14 of the Collective Bargaining Agreement except in the event of an arbitration, the arbitrator’s power shall be limited to restoring the employee to their pre-injury bargaining unit position. No other provisions of the collective bargaining agreement shall apply to employees working in out-of-unit light duty positions. The employees shall comply with all Company, House and Departmental rules.

     Employees shall be prohibited from receiving double benefits or recovery, pursuant to the terms of the Agreement and an action or decision by the Nevada Industrial Insurance Commission, Nevada Department of Administration, or any other local, state or federal department agency or court.

9.05 FUNERAL LEAVE If it becomes necessary for a regular employee to take time off from work because of a death in the immediately family, the regular employee may use individual vacation days to the extent individual vacation days are available under 8.01 (a) and 8.03 (e). If the regular employee is not entitled to individual vacation days or has exhausted those individual vacation days, the regular employee may use in week increments any other vacation to which he/she is entitled under 8.01 (a) and 8.03 (e) or may request non-paid time off which is at the sole discretion of the Employer.

ARTICLE 10
JURY DUTY

10.01 An employee who has completed his probationary period and who is required to serve on a jury and who loses work time because of such service shall be paid the difference between the jury fee received and his regular straight-time rate of pay. It is understood and agreed that this benefit applies only to an employee’s regularly scheduled days of work and no benefits shall be paid for time spent serving on juries on days on which the employee was not regularly scheduled to work.

     Payment for jury service, as provided herein, shall be limited to a maximum of thirty (30) days in any twelve (12) month period.

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     It shall be the responsibility of the employee to secure from the Jury Commissioner’s office or the Clerk of the Federal Court, as the case may be, an affidavit of service. In turn, the Employer shall make such payments as are required under this Article on the next regular payday following submission of the affidavit of service.

     The provisions of this Article shall not apply to any jury summons received by an employee prior to his date of hire.

     Anything herein to the contrary notwithstanding, an employee who is required to serve four (4) hours or more on a jury on a regularly scheduled workday shall be excused from work on that day, but shall, nevertheless, be entitled to receive the difference between the jury fee received for that day and his regular straight-time rate of pay.

     In consideration of the fact that employees working the graveyard shift will not be able to anticipate how long they will be required to serve on a jury, the following special provisions shall be applicable to such employees, rather than those contained in paragraph 5 above.

     An employee working a graveyard shift who is required to report for jury duty shall be required to work his last graveyard shift immediately preceding the time he is first to report for jury duty. If such employee is required to serve more than four (4) hours on jury duty on that day, he shall be excused from work on his next succeeding shift, but shall, nevertheless, be entitled to receive the difference between the jury fee received and his regular straight-time rate of pay, including shift differential, if any.

     In the administration of this provision, it is specifically understood that the employee shall notify the Employer as soon as possible of the number of hours he is required to serve on the jury and of his availability for work on his next scheduled shift in order for the Employer to make the necessary plans to meet his staffing requirements.

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10.02 Administrative and Legal Proceedings. An employee required by the Employer to testify or appear at any administrative hearing or in any court proceeding on behalf of the Employer shall be paid the reasonable and necessary expenses incurred by the employee to attend such hearing and shall be compensated for any time lost from work less any allowance paid the employee by the agency or the court involved.

ARTICLE 11
SENIORITY

11.01 The Employer and the Union recognize the principle of seniority which, for the purpose of this Agreement, shall be interpreted to mean that:

An employee having the longest continuous time of service shall have preference for retaining and regaining employment in case of curtailment or expansion of operations; provided such employee has the ability to perform the work involved satisfactorily.

     Employees to be laid off in accordance with this Section may be laid off without regard to their continuous time of service as each completes his current workweek.

11.02 Calculation of Continuous Service. For the purpose of this Article, length of continuous service shall be calculated as follows:

     a) There will be no deduction for any time lost which does not constitute a break in continuous service.

     b) A break in continuous service will occur in the following instances:

1)	voluntary termination or resignation.
2)	discharge or any other permanent separation.
3)	absence exceeding the period of an authorized leave of absence.
4)	absence due to injury or illness sustained during the course of employment exceeding the period for which statutory, temporary, total disability payments are payable; provided that the employee

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	shall have seven (7) working days following his release by the attending physician in which to return to work and provided further that if an employee files an appeal from an adverse decision he shall have seven (7) working days from the date of receipt of a decision from the hearing officer or the appeals officer, as the case may be, in which to return to work.
5)	absence exceeding six (6) months because of layoff for employees with less than six (6) months of active employment or absence exceeding twelve (12) months because of layoff in the case of an employee with six (6) or more months of active employment.
6)	absence exceeding six (6) months because of illness or injury not compensable under the State Industrial Insurance System with respect to employees who have less than six (6) months of active employment or absence exceeding twelve (12) months because of such illness or injury in the case of an employee with six (6) or more months of active employment.

11.03 Assignment of Shifts and Days Off. Except for special projects and during employee’s first 90 days of employment, the Employer agrees to give senior employees preference when assigning shifts and days off provided the senior employee is qualified to perform the work involved on the shift applied for and provided further, that a qualified replacement is available.

     The employer shall post for seventy-two (72) hours initial vacancies and the first resulting vacancy. All subsequent vacancies shall be filled by the employer through assignment under this section. During the first ninety (90) days of employment, an employee may be assigned to any work on any shift and days off schedule for orientation purposes. The schedules of such employees shall not be subject to the posting procedure and they shall not be eligible to bid to other schedules during the initial ninety (90) days of their employment.

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     The employer shall not be required to post for vacancies of less than 90 days created as a result of leaves of absence, vacations, or illness.

     When shifts or days off are changed at the request of the employee or by exercising his seniority rights under this section and it results in a sixth (6th) or seventh (7th) day being worked as a result of such change, the premium pay established for such work under Section 6.02 shall not be applicable unless required by the Fair Labor Standards Act, as amended.

     If changes in shifts and days off are made for the convenience of management and such changes result in overtime, then the overtime shall be paid.

11.04 Notification. An employee who is laid off by an Employer through no fault of said employee and who has the greatest length of service and the ability to perform the work involved satisfactorily shall be notified to return to work by the Employer advising the Union by telephone of the date and time the employee is to report and by confirming such telephone communication in writing. If such employee fails to report to work within seventy-two (72) hours of the time specified for the employee to report, his seniority shall be terminated and the Employer shall be free to hire a replacement in accordance with Article 3 of this Agreement.

11.05 Probationary Employees. All employees shall be on a probationary period for the first forty-five (45) shifts worked.

     The Employer may request the Union to extend the probationary period in particular cases. Any extension of time granted must be agreed to by the affected employee and the Union in writing.

     Employees may be terminated at the discretion of the Employer without recourse during these probationary periods. Except in cases involving a discharge for misconduct or a voluntary quit, a probationary employee shall be given a written termination slip stating that the separation is for the convenience of the Employer, not for misconduct.

     In case of a reduction in force, probationary employees will be laid off before laying off employees with seniority standing.

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     After completing his probationary period, the employee will cease to be on probation and will become a regular employee whose seniority shall be computed from his date of hire.

11.06 Special Project Work. An employee who is hired to perform special project work as an addition to the regular staff of employees will be hired for pre-designated shifts (which shall be communicated to the Union) for the duration of the project up to a maximum of 120 days. If such a special project lasts for more than 120 days this provision shall be applicable only if the Union agrees to such an extension. The Union agrees that any requests for extensions will not be unreasonably withheld.

     Employees hired to perform special project work shall be given preference for permanent vacancies, provided they are qualified to perform the work involved. Upon completion of a 45 shift probationary period following transfer to a permanent job vacancy such special project employees who successfully bid into permanent job vacancies shall be given a seniority date as of their date of transfer to the permanent vacancy.

     Regular employees shall have no right to bid on special project work. Employees hired to work on special projects may be scheduled to facilitate the employer’s needs and will not be subject to the seniority provisions of this agreement. The employer shall not assign special project employees to work outside the scope of the special project.

ARTICLE 12
MANAGEMENT RIGHTS AND RESPONSIBILITIES

12.01 Rights to Manage. The right to manage the business, including all matters not covered by this Agreement, as the right to reprimand, suspend or discharge employees for just cause, to prescribe the duties of employees, direct the working force; to determine the numbers of employees to be employed and to relieve employees from duty for lack of work and the right to determine the means, methods and schedules of operations and maintenance are reserved to the Employer. Any grievance over whether the action of Management is contrary to the terms of this Agreement may be taken up under the provisions of Article 14.

12.02 Rules. The Employer may establish and enforce reasonable rules, regulations, and procedures applicable to employees, provided that such rules, regulations, and procedures do not conflict with the provisions of this Agreement. It will be the

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responsibility of the Employer to furnish a copy of such rules to the employee and to the Union.

     Before any new rules are implemented hereafter, the Employer will furnish the Union with a copy of the proposed new rules and allow the Union ten (10) days in which to request a meeting to discuss the same. Such meeting shall be held within twenty (20) days after the Union receives a copy of the proposed rules. Any dispute over the reasonableness of any rules shall be subject to the grievance and arbitration procedure set forth in Article 14 hereof.

12.03 Contracting Work. The Employer retains the right to contract out work covered under this Agreement to the extent and for the purposes it has done so in the past. Other work of the type customarily performed by employees in the bargaining unit covered by this Agreement may be contracted out only if the Union cannot furnish the Employer qualified employees to perform the work.

     Anything in the above paragraph to the contrary notwithstanding, it is agreed that repairs necessitated by defects of material or workmanship and the adjustment of new equipment and machinery covered by a manufacturer’s or dealer’s warranty may be performed by employees of the manufacturer or his dealer during the life of the warranty.

ARTICLE 13
DISCIPLINE AND DISCHARGE

13.01 No employee, after having completed his probationary period, shall be discharged, suspended without pay, or subjected to other disciplinary action without just cause.

     Prior to discharge for reasons other than dishonesty; drunkenness; drinking on duty; using or being under the influence of a controlled substance; unlawful possession of a controlled substance at any time on the Employer’s premises; unlawful sale of a controlled substance at any time; abusive, serious, improper behavior or discourtesy toward a customer or guest; willful misconduct; or participation in a proven, deliberate slowdown, work stoppage or strike in violation of this Agreement; or refusing to submit to testing for drug and alcohol pursuant to Section 13.04, the Employer will first give the employee a written warning notice of his unsatisfactory conduct or performance and allow the employee a reasonable opportunity to

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correct any deficiency. A copy of said warning notice shall be furnished to the Union. Warning notices shall become null and void six (6) months after date of issue and may not, thereafter, be used as a basis for, or in support of, any subsequent discharge or arbitration proceeding.

     When an employee is discharged for willful misconduct, the termination notice shall contain the specific conduct or offense deemed by the Employer to constitute willful misconduct. A copy of any written complaint concerning an employee by a customer, an outside agency, or the Employer’s own security force, and copies of any other documents relied upon by the Employer as a basis for discharge, shall be furnished to the Union on request. A copy of the termination notice shall be mailed to the Union within three (3) working days, Monday through Friday, of the date of discharge.

13.02 Warning Notices. Warning notices issued to employees must specify the event or actions for which the warning is issued. Warning notices shall be issued to employees as soon as possible after the Employer is aware of the event or action for which the warning notice is issued and has a reasonable period of time to investigate the matter. A copy of any written warning notice issued to employees shall be mailed or given to the Union within three (3) working days, Monday through Friday, after its issuance by the Employer.

     A copy of any written complaint concerning an employee, either by a customer, an outside agency or the Employer’s own security force, and copies of any other documents relied upon by the Employer as a basis for issuance of the warning notice shall be furnished to the Union on request.

     The names and addresses of customers who make verbal complaints against an employee shall be furnished to the Union on request if a warning is issued by the Employer on the basis of such complaints. Although the Union may contact the customer or guest, the employee shall be strictly prohibited from doing so, and may be discharged in the event that he contacts the customer or guest. Warning notices, customer complaints, and reports of outside agencies or of the Employer’s own security force concerning conduct of an employee shall become null and void six (6) months after the date of issuance and may not thereafter be used as a basis for or in support of any subsequent discharge or disciplinary action.

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13.03 Confessions or Statements. No employee shall be required, requested or coerced by the Employer or by any employee of the Employer to resign, or to sign a confession or statement concerning his conduct unless a Union representative is first given an opportunity to be present.

13.04 Drug and Alcohol Testing. The employer shall have the right to test for drugs and alcohol usage subject to the following conditions:

1.	testing only if there is probable cause—no random testing;
2.	if positive result in drug test, second test of same sample would be administered; A positive GC/MS test provides absolute presumption that the employee is under the influence of a controlled substance.
3.	employee refusal to take test justifies immediate termination of employee;
4.	blood alcohol level at or in excess of the limit prescribed by law provides absolute presumption that employee is under the influence of alcohol.
5.	any accident resulting in serious injury or property damage requiring treatment beyond First Aid will subject the employee to a drug/alcohol test at the option of Management. Any employee refusing a drug/alcohol test directed by Management under this section will be subject to termination of his or her employment.
6.	The Employer shall pay for the cost of the examination, and the Employee shall be paid for all time required for the examination.

ARTICLE 14
GRIEVANCE AND ARBITRATION PROCEDURE

14.01 Definition. A grievance shall be defined as a dispute regarding the interpretation and application of the provisions of this Agreement raised by the Union or an employee alleging a violation of the terms and provisions of this Agreement.

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However, disputes specifically excluded in other Articles of this Agreement from the grievance and arbitration procedure shall not be construed as falling within this definition.

14.02 Procedure. All grievances shall be handled exclusively in the following manner:

     STEP ONE. (a) If an employee has a grievance, the employee, represented by the Shop Steward, shall first attempt to resolve the matter with the appropriate employer representative.

          b) If the employee’s grievance is not resolved in Step One A, or the Union has a grievance, the matter shall be referred to the designated representative of the Employer in writing. Grievances involving discharge cases must be filed with the Employer within ten (10) calendar days of the date of the discharge. Grievances involving other matters must be filed with the Employer within thirty (30) calendar days after the first occurrence of the event giving rise to the grievance or within thirty (30) calendar days of the time the employee or the Union reasonably could have acquired knowledge of the event. Anything herein to the contrary notwithstanding, it is understood and agreed that the Union shall have the right to grieve live warning notices at the time of subsequent discharge or suspension unless the case involves witnesses. At the time the warning notice is issued, the Employer shall indicate on the notices whether witnesses are involved.

STEP TWO. If the representative of the Employer and the representative of the Union are unable to resolve the grievance within seven (7) calendar days after the Employer receives the written grievance, as provided in Step One, the grievance may be submitted to arbitration by the Union giving the Employer written notice of its intent to do so within an additional five (5) calendar days.

14.03 Arbitration. The Employer and Union representatives shall meet within five (5) calendar days of the receipt of the notice to arbitrate for the purpose of selecting from the following five (5) member panel a person to act as the sole and impartial arbitrator.

Julius Draznin	Leo Weiss
Howard D’Spain	Lou Zigman
Joe Garbarino

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     Selection of the impartial arbitrator shall be made by the Employer and Union representatives, each alternately striking one (1) name from the five (5) member panel. The person whose name remains will be requested to serve as the impartial arbitrator. The determination of which party is to first strike a name from the panel shall be made by lot.

     By mutual agreement, the parties may waive the use of the five (5) member panel named above and refer the matter in dispute to an arbitrator selected from any other source. In that event, the thirty (30) day time limit imposed on the arbitrator may also be waived.

     The arbitration hearing shall be held within seven (7) calendar days of the selection of the impartial arbitrator or within such additional time as may be agreed upon by the parties involved.

14.04 Expedited Arbitration. A grievance regarding the discharge of an employee(s) not resolved by the Step I and II may be referred to expedited arbitration by written notice from the party who filed the grievance, within fifteen (15) calendar days of the Step I or Step II. All other (non-discharge) unresolved grievances may be referred to expedited arbitration with the same time period, upon mutual agreement of the parties. An arbitration board shall be convened composed of two (2) management representatives selected by the Employer from other hotels and two (2) representatives selected by the Union excluding the head of the department directly involved. The Board shall convene within fifteen (15) calendar days of agreement to utilize the process. The Board shall hear evidence presented by the parties without assistance of legal counsel and shall make a determination immediately upon the conclusion of the hearing. Any decision reached shall be by majority vote by secret ballot, and shall be final and binding on all parties of this agreement, including the Union, the Employer and the aggrieved employee(s), and shall not constitute a precedent nor be cited in any other legal or arbitration proceeding. Each party will bear their own costs and will share equally the fees and expenses of the arbitration. In the event a majority decision is not reached, or if, regarding non-discharged grievances, the parties do not mutually agree to expedited arbitration, the matter may be referred by the party filing the grievance to the formal arbitration procedure set forth herein.

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Such referral shall be made within fifteen (15) calendar days of either the failure to reach a majority decision or the parties’ inability to agree to expedited arbitration, as applicable.

14.05 Arbitration Procedure. (a) All suspension and warning notice cases submitted to arbitration shall be expedited by both parties, dispensing with the services of a court reporter as well as with post-hearing briefs. The parties also agree that in such cases, the arbitrator shall be instructed to issue a bench decision at the close of the hearing with a written opinion being served on the parties within seven (7) calendar days thereafter.

     b) In the interest of expediting the arbitration procedure, the Employer and the Union will evaluate each discharge case to determine whether they can reach agreement to dispense with the services of a court reporter and the filing of post-hearing briefs. If the parties so agree, the arbitrator will be instructed to issue a bench decision at the close of such hearing and to issue a written opinion within seven (7) calendar days thereafter.

     c) If the parties cannot agree on implementing the expedited procedure in a particular discharge case, the transcript of the proceedings, if any, must, nevertheless, be furnished to the arbitrator and the party requesting the record within seven (7) calendar days of the close of the hearing and written post-hearing brief shall be filed within ten (10) calendar days following the receipt of the transcript.

     d) In all other cases, the arbitrator shall issue his award within five (5) calendar days of the close of the hearing unless either party requests the right to file a post-hearing brief, in which case the arbitrator shall issue his award within thirty (30) calendar days of the close of the hearing.

     e) The party who orders the services of a court reporter shall pay for such service.

14.06 The arbitrator shall have no power to add to, subtract from, amend, change or alter any of the terms of this Agreement.

14.07 The fee and expenses of the impartial arbitrator shall be divided equally and paid in equal portions by the Employer and the Union within ten (10) days of the receipt of the award.

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14.08 It is understood and agreed that the arbitrator’s award shall be final and binding upon the employee, the Union and the Employer.

14.09 Monetary awards or settlements in favor of an employee shall be complied with in forty-eight (48) hours of the time of such award or settlement, or in such longer period of time as may mutually be agreed upon.

14.10 Time Limits. It is understood and agreed that if an employee or the Union fails to abide by the time limits specified in this Article 14, the grievance shall be invalid. Likewise, it is agreed that if the Employer fails to abide by the time limits imposed upon him, the grievance shall be granted.

ARTICLE 15
NO STRIKES OR LOCKOUTS

15.01 It is hereby agreed by the Union that there will be no strikes, work stoppages or slowdowns of the Employer’s operations during the term of this Agreement.

15.02 It is hereby agreed by the Employer that he will not lockout employees covered under this Agreement during the term hereof.

15.03 Refusal of an employee to cross a bonafide picket line sanctioned and approved by Operating Engineers Local 501 and by the International Union of Operating Engineers shall not be deemed to be a violation of this Agreement, provided that the foregoing provisions of this section shall not be applicable with respect to:

     a) Any picket line established for organizational or recognition purposes, for information purposes or for the purpose of maintaining standards.

     b) Any picket line established as a result of a labor dispute between an employer other than the Employer party hereto and a union other than a union party hereto.

     c) Any picket line established as a result of a labor dispute between the Employer party hereto and a union other than the Union party to this agreement unless and until such picket line has been in effect on a continuing basis, twenty-four (24) hours a day, for ninety (90) days.

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ARTICLE 16
CLASSIFICATIONS AND WAGE RATES

16.01 (a) The following job classifications and corresponding hourly wage rates are hereby established:

Classifications	4/1/04		4/1/05		4/1/06		4/1/07		4/01/08
Chief Engineer	$	29.65	$	30.31	$	30.96	$	31.61	$	32.27
Assistant Chief Engineer		26.09		26.67		27.25		27.82		28.40
Senior Watch-Relief		23.72		24.25		24.77		25.29		25.82
Senior Watch Engineer		23.42		23.95		24.47		24.99		25.52
Watch/Maintenance Relief		22.665		23.145		23.625		24.105		24.585
Watch/Maintenance Engineer	$	22.19	$	22.67	$	23.15	$	23.63	$	24.11
Diversions	$	.38	$	.38	$	.38	$	.38	$	.38
Before diversion	$	24.68	$	25.54	$	26.40	$	27.26	$	28.12

Apprentice Engineer — Wage Progression Scale

1st 6 months — 60%	2nd 6 months — 65%	3rd 6 months — 70%
4th 6 months — 75%	5th 6 months — 80%	6th 6 months — 85%
7th 6 months — 90%	8th 6 months — 95%

     Note: Apprentice Engineer percentages to be computed on the then current rate for Watch or Maintenance Engineer.

b) The Relief Engineer shall be paid the rate specified above regardless of the shift worked.

c) The Assistant Chief Engineer shall receive not less than ten percent (10%) above the contract rate applicable to the Graveyard Senior Watch Engineer. When there are ten (10) or more Operating Engineers (excluding Apprentices) employed, the Employer shall designate an Assistant Chief Engineer.

d) The Chief Engineer shall receive not less than twenty-five percent (25%) above the contract rate applicable to the Graveyard Senior Watch Engineer.

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16.02 Functions.

(a) Chief Engineer and Assistant Chief Engineer. The Chief Engineer shall be in charge of the Operations and Maintenance in the plant.

     Neither the Chief Engineer nor Assistant Chief Engineer shall be covered by Articles 3 or 13 of the Agreement but they shall be governed by and subject to all other provisions of the Agreement.

     In establishments employing fewer than ten (10) engineers, the Chief Engineer shall be subject to receive the hours, wages and conditions of employment provided in this Agreement.

b) Senior Watch Engineer. Has charge of the shift, supervises all work and engineer employees on that particular shift. He shall work with the tools of the trade. There shall be a Senior Watch Engineer on duty at all times when any equipment is in operation. A Senior Watch Engineer is to be replaced on his days off. While the Senior Watch Engineer has responsibility for the effective performance of engineers assigned to his shift, he will not issue warning notices or termination slips. The Senior Watch Engineers will be expected to report unsatisfactory performance or conduct of engineers on his shift to the Assistant Chief or Chief Engineer, who will review the merits of the case before imposing disciplinary measures. All warning notices, disciplinary suspensions and termination slips must be signed by the Assistant Chief Engineer, Chief Engineer or management official.

c) Watch Engineer. It shall be the duty of the Watch Engineer to care for the successful operation of boilers, compressors, refrigeration equipment, generators and all appurtenant equipment that is driven by steam, electricity, gas, air, diesel, water or any other power developing energy which has to do with or is appurtenant to the operation of all mechanical equipment.

d) Maintenance Engineer. It shall be the duty of the Maintenance Engineer to maintain and repair all equipment coming within the confines of the above-paragraphed stipulation, it will be the privilege of the Maintenance or Watch Engineer to relieve either the Maintenance or Watch Engineer, providing, however, that said relief will not affect or tend to eliminate the employment of a Maintenance or a Watch Engineer.

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e) Relief Engineer. A relief engineer is defined as an engineer who is regularly scheduled and who does, in fact, regularly work on two (2) or more different shifts each week.

f) While standing a watch, no engineer shall be required to perform any work outside of the scope of work covered by this Agreement.

g) Apprentice Engineer. An Apprentice Engineer works under the direct and immediate supervision of a Chief, Assistant Chief, Senior or Journeyman Engineer. This classification is distinguished from that of the Watch and Maintenance Engineer not so much by the work performed as by the supervision received. This is strictly a trainee classification. An Apprentice shall not stand a shift or in any way be responsible for operating conditions in the plant. During the apprenticeship period, the apprentice shall be subject to the terms and conditions of the “Apprenticeship Standards of the Operating and Maintenance Engineer Trade for Southern Nevada,” which provide that he shall receive such instruction and experience in all phases of the work as are necessary to become a practical and skilled mechanic versed in the theory and practice of the Operating Engineer Trade. Apprentices shall also perform such other duties in the shop and on the job as are commonly related to such Apprenticeship.

     Candidates for Apprenticeship shall be selected in accordance with the Rules and Regulations promulgated by the Nevada Apprenticeship Council and the Apprenticeship Selection Procedures of the Apprenticeship Standards of the Operating and Maintenance Engineer Trade for Southern Nevada.

ARTICLE 17
MEALS—UNIFORMS—TOOLS

17.01 Meals. An employee shall be entitled to receive one (1) meal during the course of an eight (8) hour shift, as near to the middle of the shift as possible. If an employee is required to work overtime for two (2) hours or more beyond his regular shift, or is called out in an emergency and works for four (4) hours or more, he shall be entitled to a meal. Meals served to employees shall be palatable, wholesome and comparable in quality to those served to the customers. A selection of meal items shall be made available daily [including at least two (2) meat entrees].

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An Employer who fails to provide meals as required above shall pay, as a penalty, the sum of One Dollar and Fifty Cents ($1.50) for each such meal he failed to furnish.

17.02 Uniforms. (a) Within three (3) weeks of his date of hire, a regular employee shall be furnished with at least one (1) clean, properly fitting uniform (consisting of shirt and pants) in good repair, for each day worked, at no expense to the employee. In the event the Employer fails to provide uniforms as required, he shall, as a penalty, pay the employee One Dollar and Fifty Cents ($1.50) for each day he was required to furnish a clean uniform in good repair and failed to do so. Employees shall be allowed to wear their uniforms to and from work.

     The Employer shall not charge an employee more than the actual replacement cost of uniforms lost by the employee, less a reasonable allowance for normal wear and tear, such allowance shall be computed at fifty percent (50%) of the cost to the Employer of a new uniform.

b) The Employer shall have rain gear consisting of slickers and rubber boots available for use by employees who are required to work outside in inclement weather or on assignments where such gear is warranted. The employee must provide and wear footwear appropriate to the work being performed on a regular basis (excluding steel-toed shoes).

17.03 Tools. The Employer will provide a safe place for employees to keep their tools. The Employer further agrees that tools which are broken or damaged on the job during the performance of work for the Employer shall be replaced or repaired by the Employer at no cost to the employee.

     Employees shall furnish those small hand tools which are customarily used to perform the work involved. The Employer shall have the responsibility for furnishing all large, power and special tools.

ARTICLE 18
BULLETIN BOARDS

18.01 The Employer agrees that the Union shall be permitted to post, in places where notices to employees are customarily posted, notices of Union elections and results, meetings, and recreational and social affairs. Such notices shall be signed by an authorized Union Representative.

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ARTICLE 19
INDIVIDUAL AGREEMENTS

19.01 No employee covered by this Agreement shall be compelled or permitted to enter into any individual contract or agreement with an Employer concerning the conditions of employment set forth herein.

ARTICLE 20
PAYMENT OF WAGES

20.01 Employees who are discharged shall be paid in full not later than during the next business day of the Payroll Office. Employees who resign or quit shall be paid in full no later than the day on which they would have regularly been paid, or seven (7) days after they resign or quit; whichever is earlier.

     If the establishment becomes delinquent in the payment of wages or is operating in receivership by the Board of Trade or a Creditors Committee, or in the case of liquidation or bankruptcy, all wages accrued become due and must be paid at once. In such cases, the Union reserves the right at any time to demand and receive daily payment of wages to all employees. By mutual agreement such wages due may be deposited in an approved escrow

ARTICLE 21
TRUST FUND CONTRIBUTIONS

21.01 Health and Welfare. Effective with the month of May 2004, based upon hours worked during April 2004, and monthly thereafter until modified pursuant to Section 21.05 hereof, the Employer shall continue to remit to the Operating Engineers Local 501 Security Fund such premiums as are required to be paid pursuant to the Subscribers Agreement of said Fund, a copy of which is attached hereto and by this reference made a part hereof with a maximum of Five Hundred Seventy-Five dollars and Thirty-Nine Cents ($575.39) per month for each employee who has worked seventy-two (72) hours or more during the preceding month, and at the rate of One Hundred Thirty-Two dollars and Seventy-Eight cents ($132.78) per week in which two (2) days or more are worked by each employee working less than seventy-two (72) hours in a month. Such contributions shall be utilized to provide eligible employees covered hereunder with the schedule of benefits of Operating Engineers Local 501 Security Fund Health and Welfare Plan.

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21.02 Dental Plan. Effective with the month of May 2004, based upon hours worked during April 2004, and monthly thereafter until modified pursuant to Section 21.05 hereof, the Employer shall continue to remit to the Operating Engineers Local 501 Security Fund such premiums as are required to be paid pursuant to the Subscribers Agreement of said Fund, a copy of which is attached hereto and by this reference made a part hereof with a maximum of Forty Dollars and Twenty-five Cents ($40.25) per month for each employee who has worked seventy-two (72) hours or more during the preceding month, and at the rate of Nine Dollars and Twenty-nine Cents ($9.29) per week in which two (2) days or more are worked by each employee working less than seventy-two (72) hours in a month. Such contributions shall be utilized to provide eligible employees covered hereunder with the schedule of benefits of Operating Engineers Local 501 Security Fund Dental Plan.

21.03 Vision Plan. Effective with the month of May 2004, based upon hours worked during April 2004, and monthly thereafter until modified pursuant to Section 21.05 hereof, the Employer shall continue to remit to the Operating Engineers Local 501 Security Fund such premiums as are required to be paid pursuant to the Subscribers Agreement of said Fund, a copy of which is attached hereto and by this reference made a part hereof with a maximum of Twelve Dollars and Thirteen Cents ($12.13) per month for each employee who has worked seventy-two hours or more during the preceding month, and at the rate of Two Dollars and Eighty Cents ($2.80) per week in which two (2) days or more are worked by each employee working less than seventy-two (72) hours in a month. Such contributions shall be utilized to provide eligible employees covered hereunder with the schedule of benefits of Operating Engineers Local 501 Security Fund Vision Plan.

21.04 Disability Plan. Effective with the month of May 2004, based upon hours worked during April 2004, and monthly thereafter until modified pursuant to Section 21.05 hereof, the Employer shall continue to remit to the Operating Engineers Local 501 Security Fund such premiums as are required to be paid pursuant to the Subscribers Agreement of said Fund, a copy of which is attached hereto and by this reference made a part hereof with a maximum of Thirteen Dollars and Eighty-Nine Cents ($13.89) per month for each employee who has worked seventy-two (72) hours or more during the preceding month, and at the rate of three dollars and twenty-one cents ($3.21) per week in which two (2) days or more are worked by each employee working less than seventy-two (72) hours in a month.

39

Such contributions shall be utilized to provide eligible employees covered hereunder with the schedule of benefits of Operating Engineers Local 501 Security Fund Disability Plan.

21.05 Maintenance of Benefits. Employer’s contributions to the Operating Engineers Local 501 Security Fund Health & Welfare, Dental and Vision Plans and the Disability Plan shall be fixed at current levels until April 1, 2009. Any additional contributions required to maintain benefits which exceed the amounts provided above shall be made by employees through reductions in hourly wage rates or by a monthly payroll deduction.

ARTICLE 22
PENSION

22.01 The Employer hereby agrees to be bound by the Agreement and Declaration of Trust entered into as of September 7, 1960, establishing the Central Pension Fund of the International Union of Operating Engineers and Participating Employers and by any amendments thereto.

     The Employer further agrees to execute the Participating Agreement.

22.02 Payments. Effective May 1, 2004, based on hours worked or paid during April 2004, and monthly thereafter, the Employer shall contribute the sum of Five Dollars and Three Cents ($5.03) per hour to the Central Pension fund of the International Union of Operating Engineers and Participating Employers.

     Effective May 1, 2005, based on hours worked or paid during April 2005, such contribution shall be increased by $.37 per hour to the amount of $5.40 per hour per employee on all hours worked or paid for.

     Effective May 1, 2006, based on hours worked or paid during April 2006, such contribution shall be increased by $.37 per hour to the amount of $5.77 per hour per employee on all hours worked or paid for.

     Effective May 1, 2007, based on hours worked or paid during April 2007, such contribution shall be increased by $.37 per hour to the amount of $6.14 per hour per employee on all hours worked or paid for.

40

     Effective May 1, 2008, based on hours worked or paid during April 2008, such contribution shall be increased by $.37 per hour to the amount of $6.51 per hour per employee on all hours worked or paid for.

**A11 Pension increases have been diverted from wages.**

ARTICLE 23
APPRENTICESHIP AND TRAINING PROGRAM

23.01 Agreement and Declaration of Trust. The Employer agrees to be bound by the Agreement and Declaration of Trust establishing the Southern Nevada Operating Engineers Apprenticeship and Training Trust Fund.

23.02 Contributions.

     (a) Effective September 2004, the contribution shall be increased by Twenty Dollars and Eighty Cents ($20.80) to the amount of Five Hundred Seventy Two Dollars ($572.00) multiplied by the number of operating engineers on the payroll as of the thirtieth (30th) day of June immediately preceding

     (b) Effective September 2005, the contribution shall be increased by Twenty Dollars and Eighty Cents ($20.80) to the amount of Five Hundred Ninety Two Dollars and Eighty Cents ($592.80) multiplied by the number of operating engineers on the payroll as of the thirtieth (30th) day of June immediately preceding.

     (c) Effective September 2006, the contribution shall be increased by Twenty Dollars and Eighty Cents ($20.80) to the amount of Six Hundred Thirteen Dollars and Sixty Cents ($613.60) multiplied by the number of operating engineers on the payroll as of the thirtieth (30th) day of June immediately preceding.

     (d) Effective September 2007, the contribution shall be increased by Twenty Dollars and Eighty Cents ($20.80) to the amount of Six Hundred Thirty Four Dollars and forty cents ($634.40) multiplied by the number of operating engineers on the payroll as of the thirtieth (30th) day of June immediately preceding.

41

     (e) Effective September 2008, the contribution shall be increased by Twenty Dollars and Eighty Cents ($20.80) to the amount of Six Hundred Fifty Five Dollars and twenty cents ($655.20) multiplied by the number of operating engineers on the payroll as of the thirtieth (30th) day of June immediately preceding

**Apprenticeship increases have been diverted from wages.**

23.03 Employment of Apprentices. Each Employer who employs at least ten (10) but less than twenty (20) engineers, excluding apprentices, shall, at all times he employs said number of engineers, employ at least one (1) apprentice engineer. Further, each Employer who employs twenty (20) or more engineers, excluding apprentices, shall, at all times he employs said number of engineers, employ at least two (2) apprentice engineers.

ARTICLE 24
SCOPE OF WORK

24.01 In recognition of the fact that work assignment practices vary from one establishment to another, the parties agreed in July 1969 that the Operating Engineers would retain jurisdiction over such work as they had regularly been assigned to perform in the past by a particular Employer. That understanding is hereby reaffirmed for the term of this Agreement.

ARTICLE 25
CHECK-OFF

25.01 The Employer will check-off and remit to the Union monthly dues and initiation fees of employees who have executed and furnished to the Employer payroll deduction authorization in the form of Exhibit I, attached to this Agreement, which by this reference is made a part hereof.

25.02 Indemnification. The Union shall indemnify and save the Employer harmless against any and all claims, demands, suits and other forms of liability which shall arise out of or by reason of action taken or not taken by the Employer at the request of the Union under the terms of this Article.

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ARTICLE 26
MAINTENANCE OF EXISTING CONDITIONS

26.01 No employee who, prior to the date of this Agreement, was receiving wage rates in excess of those specified in Article 16 of this Agreement for the classification of work in which he was engaged, or who was receiving benefits superior to those provided for herein, shall suffer a reduction of wages or benefits through the operation of, or because of the adoption of this Agreement.

     Employees who are currently being paid in excess of the wage scales herein provided shall, nevertheless, receive the wage increases uniformly applicable to other employees.

     Nothing herein shall be construed to negate any modifications of the Agreement reached between the parties in the negotiation of this Agreement.

ARTICLE 27
GENERAL

27.01 In the event that any provision of this Agreement shall be rendered invalid by applicable legislation or be declared invalid by any court or regulatory agency of competent jurisdiction, such action shall not invalidate the entire Agreement, it being the express intention of the parties hereto that all other provisions not rendered invalid shall remain in full force and effect. The parties agree to attempt to cure such invalidity by negotiations and to submit the matter to arbitration if such negotiations are unsuccessful.

ARTICLE 28
EQUAL OPPORTUNITY

28.01 The Employer and the Union agree that, in accordance with applicable law, there shall be no discrimination against any individual based upon race, religion, sex, age, national origin, ancestry or disability. This pledge of non-discrimination applies to registration, dispatchment, selection for apprenticeship, training, upgrading, compensation and all other aspects of the employment relationship covered by law and the terms of this Agreement.

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ARTICLE 29
SAFETY

29.01 The Employer will comply with all safety standards established pursuant to the State of Nevada Department of Industrial Relations insofar as such standards are applicable to the employees covered by this Agreement and will not require an employee to work under hazardous conditions without providing such safeguards as are consistent with well-established safety practices.

29.02 Safety Lockout Procedures. In order to insure that machinery or equipment cannot be started or set in motion when maintenance is underway, the following procedures are hereby established:

     1. The Employer shall supply each employee with a lock and its key and with a lock adapter. The lock shall be used only by the employee to whom it has been issued and shall be labeled with his name. Duplicate keys shall not be issued. In the event equipment is locked and the key is lost, the lock may be cut off.

     2. The Employer shall establish such policies as may be necessary to implement and enforce compliance with the Safety Lockout Procedures and undertake to post a copy of this Article on a bulletin board where notices to employees are customarily posted and to furnish each employee with a copy. Employees shall be required to acknowledge by signature that they have read and understand its contents.

     3. Each employee is required to padlock, wherever practicable, the appropriate power switches or controls using his own lock and remove the key. When more than one (1) person is working on the same equipment at the same time, each must attach his own lock even if one or more locks are already in place.

     In compliance with established safety practices, employees shall:

          A. Lockout valves with chain and padlock and check to make sure the valve cannot be moved.

          B. Hang a sign at the locked control switch or valve to warn others that the equipment is being worked on and block the control mechanism making sure that the sign and block cannot easily be removed.

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          C. Test the lockout by trying the control or switch to make certain the machine or equipment to be worked on is shut down. The main disconnect switch supplying power to the piece of equipment being worked on should be locked out wherever possible.

          D. Set controls or switches in the “OFF” position to prevent damage by accidental starting when power is restored.

          E. When repairs or maintenance is completed, spread the word that the job is done and check to make sure that no one will be endangered by starting up then remove his lock and the warning sign.

     Because a machine’s operating parts and certain mechanical equipment can slip accidentally, employees should attempt, insofar as possible, to eliminate this hazard by making any movements impossible. Such precautionary measures may include:

     1. Blocking gears, dies or other mechanisms.

     2. Releasing coiled springs, spring-loaded devices and by securing cams.

     3. Placing blocks under raised dies or any equipment that might descend or fall.

     4. Where raised vehicles are involved by using blocks or special stands to prevent failure or slippage of the hoist or elevating device.

     To insure the optimum level of compliance with these procedures, employees should recognize that if a machine or piece of equipment is locked out longer than necessary, there is a tendency for some employees to doubt the necessity for future lockouts. To discourage this tendency, employees must remove locks as soon as maintenance, or repair is completed.

     Violations of obvious or known safety standards and procedures, including this Safety Lockout Article shall be grounds for disciplinary action up to and including discharge.

29.03 Employees are required to comply with all safety policies and practices established by the Employer from time to time, and to cooperate with the Employer in the enforcement of safety measures.

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29.04 Safety Committee. The Employer agrees to establish and maintain during the term of this Agreement a Safety Committee which shall meet not less frequently than once per month. Said committee shall be responsible for recommending to management the elimination of hazards throughout the establishment and for the establishment of a continuing safety program for all employees which meets the requirements of O.S.H.A.

ARTICLE 30
TERM —TERMINATION—RENEWAL

30.01 Term of Agreement. Except as specifically otherwise provided for herein, this Agreement shall become effective on April 1, 2004, and shall continue in full force and effect through March 31, 2009, and from year to year thereafter, unless either party hereto shall notify the other in writing by certified mail not less than sixty (60) days prior to April 1, 2009, or the first day of April of any succeeding year, of a desire to terminate, modify or amend this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of this 18 day of August, 2004.

For the Employer:		For the Union:
HOTEL RAMADA OF NEVADA d/b/a TROPICANA RESORT and CASINO		INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL NO. 501, AFL-CIO
BY:	/s/ Illegible	/s/ Illegible 8-27-04
		Business Manager
Title:	V.P. Administration	/s/ Illegible
		President
		/s/ Illegible
		Business Representative

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EX-10.22

EXHIBIT 10.22

Table of Contents

		Page
Article 1:	Mutual Obligations		2
1.01.	Binding Effect of Agreement		2
Article 2:	Recognition		2
2.01.	Recognition of the Union		2
2.02.	Scope of Work		2
Article 3:	Union Security		2
3.01.	Union Shop		2
3.02.	Effect of State Laws		3
3.03.	Check-off		3
3.04.	Indemnification		3
Article 4:	Employment Procedure		3
4.01.	Procedures to Follow		3
4.02.	Categories of Applicants		4
4.03.	Requests and Referrals		4
4.04.	Dispatching Procedures		7
4.05.	Equal Employment Opportunity		8
4.06.	Effect of High Unemployment		8
Article 5:	Job Classifications and Wage Rates		9
5.01.	Wages		9
5.02.	Heads of Departments — Duties and Selection		12
5.03.	Head Lounge Stage Technician		12
5.04.	Heads of Departments and Head Lounge Technicians Responsibilities		13
5.05.	Compensation for Department Heads		13
5.06.	Compensation for Assistant Stage Employees		13
5.07.	Compensation for Head Lounge Technicians		13
5.08.	Compensation for Lounge Stage Technicians		13
5.09.	Weekly Guarantee and Limitations Thereon		14
5.10.	Report and Set-up Time		15
5.11.	Hourly Work		16
5.12.	Exception to Minimum Work Call		17
5.13.	Time-off		17
5.14.	Reporting Pay		18
5.15.	Work Assignments		18
Article 6:	Dual Show Policy		18
Article 7:	Hours of Work — Overtime		19
7.01.	Hours of Work — Performance		19
7.02.	Performance and Lounge Shift Workday		19
7.03.	Intermingling of Hourly Work and Performance Work		20
7.04.	Overtime		20
7.05.	Compensation for Performances during Time-off		20

		Page
7.06.	Rest Periods — Performance and Lounge Shift		21
7.07.	Employees Working in Legitimate Theaters		21
7.08.	Packing Out		21
Article 8:	Vacations		21
8.01.	Amount of Vacation Pay		21
8.02.	Scheduling of Time Off for Vacations		22
8.03.	Forfeit of Vacation Pay		22
Article 9:	Health and Welfare		23
9.01.	Trust Agreement		23
9.02.	Rate of Contributions — Regular Employees		23
9.03.	Rate of Contributions — Regular Relief, Temporary and Extra Employees		23
9.04.	Extension of Benefits		24
9.05.	Reporting		24
9.06.	Local Plan Option		24
9.07.	Federal or State Health Plan		24
Article 10:	Trust Funds		24
10.01.	Pension, Training and Disability Trusts		25
10.02.	9% of Gross		25
10.03.	Allocation of Contributions		25
Article 11:	Grievances and Arbitration		25
11.01.	Definition		25
11.02.	Time Limit for Filing Grievances		25
11.03.	Procedure for Adjusting Grievances		25
11.04.	Grieving After Term of Agreement		26
11.05.	Evidence & Testimony		27
11.06.	Preponderance of Evidence		27
Article 12:	No Strike — No Lockouts		27
12.01.	No Strikes		27
12.02.	No Lockouts		27
12.03.	Picket Lines		27
12.04.	Arbitration Awards		28
Article 13:	Employer’s Rights		28
13.01.	The Right to Manage		28
13.02.	Rules and Posting		28
Article 14:	Definitions and Termination of Employment		28
14.01.	Definitions		28
14.02.	Just Cause		29
14.03.	Layoffs Due to Reduction in Force		31
14.04.	Reduction in Size of Crews		31
14.05.	Seniority		31
14.06.	Calculation of Continuous Service		32
Article 15:	Meal Periods		32
15.01.	Meal Periods		33
15.02.	Penalties for Failure to Provide		32
15.03.	Continuation of Present Practice		32

		Page
Article 16:	Tools — Transportation — Clothing		33
16.01.	Tools		33
16.02.	Transportation		33
16.03.	Required Clothing		33
Article 17:	Filming and Video Recording		33
17.01	Filming and Video Recording		33
Article 18:	Work Preservation		34
18.01.	Four Walling		34
18.02.	Throughout Premises		34
18.03.	Commercial Customers		34
Article 19:	Leave of Absence		34
19.01.	Leave of Absence		34
19.02.	Continuity of Seniority		35
Article 20:	Payment of Wages		35
20.01.	When Payments Made		35
20.02.	Changing Pay Schedule		35
20.03.	Delinquent		35
Article 21:	Safety		36
21.01.	Employer and OSHA		36
21.02.	Employee and OSHA		36
21.03.	Lockers for Wardrobe		36
Article 22:	Equal Opportunity		36
22.01.	EOE		36
Article 23:	General		36
23.01.	Reduction of Wages		36
Article 24:	Union Representatives and Job Stewards		37
24.01.	Union Representatives		37
24.02.	Job Stewards		37
Article 25:	Bulletin Boards — Parking		37
25.01.	Bulletin Boards and Parking		37
Article 26:	Polygraphs		37
26.01.	Can not Require		37
Article 27:	Savings Clause		37
27.01.	Change in Law		37
Article 28:	Term of the Agreement		39
28.01.	June 1, 2002 — May 31, 2005		39

LABOR AGREEMENT

between

HOTEL RAMADA OF NEVADA, d/b/a
TROPICANA RESORT AND CASINO

and

INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES,
MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS
OF THE UNITED STATES, ITS TERRITORIES AND CANADA,
AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA

     THIS AGREEMENT, executed this 1st day of June, 2002, by and between TROPICANA RESORT AND CASINO and its successors and assigns (hereinafter referred to as “the Employer”) and the INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES, ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA, and its successors and assigns (hereinafter referred to as the “Union”).

WITNESSETH:

     WHEREAS, pursuant to a valid reopening notice served upon the Employer by the Union, the Employer and the Union have reached complete agreement on wages, hours of work, working conditions and other related negotiable subjects to be incorporated into a Labor Agreement which shall supersede all previous verbal or written agreements applicable to the employees in the bargaining unit defined herein which may have existed between the Employer and the Union or between the predecessor of the Employer, if any, and the Union.

     NOW, THEREFORE, in consideration of the foregoing, the execution of this Agreement and the full and faithful performance of the covenants, representations and warranties contained herein, it is mutually agreed as follows:

ARTICLE 1
Mutual Obligations

     1.01. Binding Effect of Agreement. This agreement shall be binding upon the Union and upon the Employer, and upon their successors and assigns. The Employer will give the Union reasonable advance notice, in writing, of any change in the form of ownership. The Employer shall be responsible for making adequate provisions to ensure the payment of accrued wages, vacations and fringe benefits as of the date of the transfer.

ARTICLE 2
Recognition

     2.01. Recognition of the Union. The Employer recognizes the Union as the sole and exclusive collective bargaining representative of all stagehands, assistant stage employees, spotlight operators and projectionists, head lounge stage technicians, lounge stage technicians, assistant head of wardrobe, seamers, wardrobe attendants, convention technicians, and stagehand heads of departments now or hereafter employed by the Employer at its Clark County, Nevada establishment, but excluding all other personnel employed by the Employer.

     2.02. Scope of Work. In recognition of the fact that work assignment practices vary from one establishment to another, it is understood and agreed that employees represented by the Union shall retain jurisdiction over such work as they have regularly been assigned to perform in the past by the Employer, and all work currently performed by employees of the Employer in the classifications contained in Section 5.01. In those instances where the Employer may not have had occasion to perform certain work, the question of whether such work is to be performed by stagehands shall be determined on the basis of established practice among a majority of other hotels with whom the Union is at that time signatory to a collective bargaining agreement.

ARTICLE 3
Union Security

     3.01. Union Shop. Subject to the provisions of the Labor Management Relations Act, 1947, as amended, it shall be a condition of their employment that all employees covered by this Agreement who are members of the Union in good standing on the date of execution of this Agreement shall remain members in good standing during the period of their employment at the Employer’s Clark County, Nevada establishment, and those who are not members of the Union on the date of execution of this Agreement, shall on the 30th day following execution of this Agreement, become and remain members of the Union while employed at the Employer’s Clark County, Nevada establishment. It shall also be a condition of employment hereunder that all employees covered by this Agreement shall, on or after the 30th day following the employee’s first employment by the Employer in the classifications covered herein, become and remain members of the Union throughout the period of their employment with the Employer.

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     3.02. Effect of State Laws. Notwithstanding anything to the contrary therein, Section 3.01 shall not be applicable if all or any part thereof shall be in conflict with applicable law; provided, however, that if all or any part of Section 3.01 becomes permissible by virtue of a change in applicable law, whether by legislative or judicial action, the provisions of Section 3.01 held valid shall immediately apply.

     3.03. Check-off. The Employer will check off and remit to the Union work dues for all employees who have executed and furnished to the Employer a payroll deduction authorization in the form set forth in Exhibit II, attached hereto, which by this reference is made a part hereof.

     3.04. Indemnification. The Union will indemnify and save the Employer harmless against any and all claims, demands or other forms of liability which may arise out of, or by reason of, any action taken or not taken by the Employer at the request of the Union, in accordance with the provisions of this Article.

ARTICLE 4
Employment Procedure

     4.01. In the employment of applicants for all work covered by this Agreement, the following procedures shall govern:

          (a) The Union shall establish and maintain open and non-discriminatory registration and referral procedures for all persons desiring employment covered by this Agreement.

          (b) The Trustees of the Nevada Resort Association — IATSE Local 720 Apprentice and Journeyman Training and Education Trust (“the Trust”) shall ascertain the minimum standards of performance of the work covered by this Agreement, and prior to referral, all new registrants must demonstrate to the satisfaction of the Trust their ability to perform such work.

          (c) Any oral, written, or practical tests which are administered under the auspices of the Trust and pursuant to this Section shall be validated whenever possible by the Equal Employment Opportunity Commission, prior to their utilization. Such tests shall be developed by or under the supervision of Trustees, and may be conducted by a non-Trustee who shall be selected and supervised by the Trustees. Nothing herein shall be deemed to require the Trustees to personally conduct any test.

          (d) Nothing in this Agreement shall be construed as in any way limiting the Employer’s rights under Section 4.03(d) to be the sole judge as to the competency and qualifications of all employees and applicants for employment.

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     4.02. The various categories or functions for which applicants may register are as follows and nothing herein shall be construed to prohibit an applicant from registering for more than one (1) category or specialty:

1.	Stage Carpentry Installation, Operations and Maintenance.
	Head Stage Carpenter, Head Stage Flyman, Cue Caller, Stage Elevator and/or Electric Curtain Control Panel Operator, Scenic Draftsman, Scenic Artist, Welder, Rigger, Assistant Stage Carpenter, Scenic Carpentry Layoutman and Relief or Swingmen who regularly relieve personnel performing various stage carpentry operations and maintenance functions.
2.	Stage Electrical Installation, Operations and Maintenance.
	Head Stage Electrician, Stage Electrical Layoutman, Preset and Auxiliary Switchboard Operator, Moving Picture and Slide Projectionist; Water Effects Man, Fog Machine Operator, Pyrotechnics Handler, Assistant Stage Electrician, Laser Operator, Stage Electrical Layout, Assistant Stage Electrician, and Dimmer Board Operator/Intellibeam, Varilight, Panabeam Operator, and Relief or Swingmen who regularly relieve personnel performing various stage electrical operations and maintenance functions.
3.	Stage Properties Control.
	Head Stage Propertyman, Stage Property Layoutman, Assistant Stage Propertyman and Relief or Swingmen who regularly relieve personnel performing property control functions.
4.	Stage Sound Installation, Operations and Maintenance.
	Head Stage Soundman, Sound Technician, Assistant Stage Soundman, Television Cameraman (open and closed circuit), Video Technician (Repairman, Switcher, Video Tape Recording Machine Operator), and Relief or Swingmen who regularly relieve personnel performing various sound operations and maintenance functions.
5.	Wardrobe.
	Wardrobe Head of Department, Assistant Head of Wardrobe, Wardrobe Attendant, and Seamer.

     4.03. Requests and Referrals.

          (a) The Employer shall first call the dispatching office of the Union for such applicants as it may, from time to time need, and the dispatching office shall refer to the

4

Employer in accordance with the order of preference set forth in Section 4.04 the requested number of applicants whose registration records indicate they are competent and qualified to perform the work involved in the classifications to be filled. It shall be the Employer’s responsibility when requesting applicants to state the qualifications applicants are expected to possess and the functions they will be expected to perform. The Employer shall designate the departments in which the employee is expected to perform his duties, but this designation shall not be construed as prohibiting a change in assignments.

          (b) The Employer may request multiple referrals of applicants to be interviewed for vacancies, but the Union shall not be obligated to refer more than four (4) applicants at the same time for each such vacancy. The Union shall not be required to furnish additional applicants for interview until the Employer notifies the Union of its decision with respect to applicants previously referred.

          (c) The Employer shall also advise the Union at the time the request for referrals is made if the applicant is needed for vacation relief or as a replacement for an employee on leave of absence, at which time the Employer shall also specify the period of time such relief or replacement employee is expected to work. If an extra or temporary employee is needed, the Employer shall so state.

          (d) The Employer shall be the sole judge as to the competency and qualifications of all employees and applicants for employment. The Employer may reject any job applicant referred by the Union, provided, however, that no applicant or employee shall be discriminated against because of his union or non-union status, nor because of his participation in concerted activities protected under the Labor Management Relations Act, 1947, as amended. If the Employer notifies the Union that a particular applicant is acceptable and requests him to report for work as opposed to reporting for an interview and such applicant does, in fact, report as scheduled, ready, willing and able to work and is not hired, such employee shall be entitled to the same compensation as an employee reporting to work would receive pursuant to Section 5.14. If the Employer requests that an applicant report to work as a replacement for an employee who has caused the Employer, by reason of tardiness or other action, to anticipate his absence, and the applicant reports as directed but the employee to be replaced also reports for work, the Employer may send that employee home, without pay, regardless of the reason for such tardiness or other action.

          (e) If, within forty-eight (48) hours of the time the Employer requests applicants to report, the dispatch office has failed to refer the required number of qualified applicants requested, the Employer may hire employees from any other source, but, in such event, the Employer shall furnish the Union with the names, classifications and dates of hire of such employees. The Employer shall give the Union as much advance notice as is possible of anticipated employment needs. If the Employer changes the qualifications stated to the Union, it shall immediately notify the Union of this fact, and the Union will have forty-eight (48) hours from that time to refer additional applicants who most nearly fit the changed requirements. The Union shall make a good-faith effort to determine at the earliest opportunity whether the Union will be able to fulfill the Employer’s requirements. If, prior to the forty-eight (48) hour period

5

referred to above, the Union concludes that it will be unable to fulfill the Employer’s requirements, or there exists a substantial possibility that the Union will be unable to fulfill the Employer’s requirements, it shall so advise the Employer. In that event, the Employer may immediately begin to seek applicants from any source whatsoever.

          (f) The Union shall be required to maintain qualifications records for each member, and such records shall include the particular skills and abilities of each member, based on objective criteria established by the Union. It is understood and agreed that when the Employer or his authorized representative have specified particular requirements or special skills or abilities in its request for applicants, the dispatching office shall refer the first eligible applicant possessing such skills and ability, based upon the qualification records of the Union.

          (g) By written request to the Union, prior to dispatchment, the Employer shall be entitled to request by name, and the Union shall dispatch in reference to such request, such individual registered on List ‘A’ for regular or extra work, if such individual is available.

          (h) No applicant who has been rejected by the Employer shall be re-referred to the Employer with respect to the same vacancy for which he initially was referred, and no individual who has been declared ineligible for rehire by the Employer will be referred for any subsequent job opening listed by the Employer, provided that the Employer has given prior notice to the Union, in writing, that the employee has been declared ineligible for rehire by reason of theft, drunkenness, drinking on duty, illegal drug possession and/or use, insubordination, failure to report to work without just cause, walking off the job during a shift, unsatisfactory job performance, intentional misconduct or participation in a proven deliberate slow-down, work stoppage or strike in violation of this Agreement. The written notice which declares an individual ineligible for rehire must be sent to the Union within ten (10) working days from the date of the occurrence giving rise to the event. Any employee whose lack of necessary skills or experience to perform his job has resulted in his being declared ineligible for rehire shall have such ineligibility removed from the employee’s personnel record at the end of nine (9) months, provided that prior to re-referral the employee has demonstrated his ability to perform the work involved to the satisfaction of the Trustees of the Nevada Resort Association -IATSE Local 720 Apprentice and Journeyman Training and Education Trust. The Employer shall rescind notices of ineligibility based upon drunkenness upon submission of proof satisfactory to the Employer that the individual involved has been rehabilitated.

          (i) The Union and the Employer shall post in places where notices to registrants and applicants for employment are customarily posted all of the provisions relating to the functioning of this hiring procedure.

          (j) The parties signatory hereto agree that any and all liability which may arise to any person or in any proceedings in any court, or before any governmental agency in connection with the administration of the provisions of this Article 4 shall be several only. This limitation against joint liability is deemed necessary by the parties because of the fact, recognized by each of them, that the parties will act severally and not jointly in such matters and will, in so acting, not be subject to the control of any of the other parties.

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          (k) The Union agrees that, during the term of this Agreement, it will not induce or require employees to quit their employment or to transfer to other employment without first securing the approval of the Employer.

          (l) The provisions of this Article shall not be utilized to deprive members of the regular house crews of extra work for which they are qualified, including but not limited to any work as recognized by Article 2, Section 2.02 and Article 5, Section 5.09, provided that nothing in this Agreement shall be construed to require the Employer to provide an employee with work which would result in the employee being paid at premium or penalty rates under any of the terms of this Agreement or under the provisions of any applicable law or the rules or regulations of any governmental agency having jurisdiction of the parties hereto.

     4.04. (a) Dispatching Procedure. The dispatching office shall refer from among those entered on its job referral lists in the established order of preference the required number of applicants who most nearly meet the qualifications required by the Employer. The dispatching office shall refer only those applicants with an active Sheriff’s card, who satisfy the Employer’s requirements. The Employer shall provide the dispatching office with the Employer’s requirements, which shall be revised as needed. The Employer shall have no obligation to pay any applicant referred by the dispatching office who does not satisfy the Employer’s requirements. Subject to the provisions of Section 4.03, applicants shall be referred in the order of their dates of registration in the affected classifications.

     Referrals of applicants shall be on a non-discriminatory basis and, in accordance with applicable laws, shall not be based upon, nor in any way affected by, Union membership, by-laws rules, regulations, constitutional provisions, or any other aspect or obligation of Union membership, policies or requirements, nor upon the individual’s race, color, religion, sex, age or national origin.

          (b) Order of Preference. Registrants on referral List “A” shall be given preference over registrants on all other lists. Registrants on referral List “B-1” shall be given preference over all registrants on referral List “B-2”. Within any referral list registrants shall be referred on a first-registered, first-out basis.

     Eligibility for Registration. List “A”. Applicants who are available for employment and who are able to demonstrate that in the three (3) year period immediately preceding their date of registration they have accumulated at least two thousand (2,000) hours of experience with an Employer who is signatory to a collective bargaining agreement with the Union in the classification specified by the requesting Employer.

     The three (3) year requirement set forth above will not be interpreted to preclude granting List “A” status to registrants for other classifications for which they have been previously dispatched to the Employers operating in Clark County, Nevada.

     List “B”. Referral List “B” shall be divided into two (2) parts: List “B-1” and List “B-2”. Applicants shall be eligible for registration on List “B-1” who are available for employment and

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who are able to demonstrate that they meet the requirements of any of the following subparagraphs:

i.	Accumulation of at least one thousand (1,000) hours of experience in the classification specified by the requesting Employer within the three (3) year period immediately preceding their date of registration, or
ii.	Accumulation of at least one thousand (1,000) hours of employment experience utilizing the basic skills of the classification specified by the requesting Employer within the three (3) year period immediately preceding their date of registration, or
iii.	Successful completion of a basic training program conducted under the auspices of the Nevada Resort Association — IATSE Local 720 Apprentice and Journeyman Training and Education Trust.

     List “B-2” shall be for the registration of applicants who are not eligible for registration on referral List “A” or referral List “B-1”.

          (c) Notwithstanding anything herein to the contrary, it is understood and agreed that the Union shall refer for interview the requested number of qualified applicants from among those who have signed the appropriate Department Head bid rosters. In the event that the applicant selected is currently employed on a full-time basis elsewhere, the applicant shall comply with the provisions of Section 8.03. Further, nothing herein shall be construed to prevent the Employer from elevating one of its own employees within the bargaining unit to the position of Department Head without interviewing other applicants for the job.

     4.05. Equal Employment Opportunity. Nothing herein shall be construed to prohibit the Employer and the Union, or either of them, from implementing affirmative action programs required to meet the obligations imposed by the Civil Rights Act of 1964, but no such program shall be implemented without prior consultation between the Employer and the Union.

     4.06. Effect of High Unemployment. The Trustees of the Nevada Resort Association — IATSE Local 720 Apprentice and Journeyman Training and Education Trust shall have the responsibility, on a quarterly basis of reviewing the rate of unemployment and shall have the discretion of discontinuing the registration of applicants or to continue or begin the registration of applicants in accordance with the needs of the industry.

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ARTICLE 5

Job Classifications and Wage Rates

     5.01. The following job classifications and corresponding wage rates are hereby established and shall be effective for the term of this Agreement.

	Per		Per		Per		Per
Job Classifications	Week (12)		Week (10)		Performance		Hour
Head of Department
6/1/02 through 5/31/03	$	901.20	$	751.00	$	75.10	$	25.22
6/1/03 through 5/31/04	$	928.20	$	773.50	$	77.35	$	25.97
6/1/04 through 5/31/05	$	956.04	$	796.70	$	79.67	$	26.75
6/1/05 through 5/31/06	$	984.84	$	820.70	$	82.07	$	27.56
6/1/06 through 5/31/07	$	1014.36	$	845.30	$	84.53	$	28.38
Spotlight Operators - Projectionists
6/1/02 through 5/31/03	$	774.12	$	645.10	$	64.51	$	23.28
6/1/03 through 5/31/04	$	797.40	$	664.50	$	66.45	$	23.98
6/1/04 through 5/31/05	$	821.28	$	684.40	$	68.44	$	24.70
6/1/05 through 5/31/06	$	845.88	$	704.90	$	70.49	$	25.44
6/1/06 through 5/31/07	$	871.32	$	726.10	$	72.61	$	26.20
Assistant Stage Employees
6/1/02 through 5/31/03	$	738.00	$	615.00	$	61.50	$	23.28
6/1/03 through 5/31/04	$	760.20	$	633.50	$	63.35	$	23.98
6/1/04 through 5/31/05	$	783.00	$	652.50	$	65.25	$	24.70
6/1/05 through 5/31/06	$	806.52	$	672.10	$	67.21	$	25.44
6/1/06 through 5/31/07	$	830.64	$	692.20	$	69.22	$	26.20

	Per		Per		Per
	Week		Day		Hour
Head Lounge Stage/Convention Technicians
6/1/02 through 5/31/03	$	920.16	$	153.36	$	25.56
6/1/03 through 5/31/04	$	947.52	$	157.92	$	26.32
6/1/04 through 5/31/05	$	975.96	$	162.66	$	27.11
6/1/05 through 5/31/06	$	1005.48	$	167.58	$	27.93
6/1/06 through 5/31/07	$	1035.36	$	172.56	$	28.76

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	Per		Per		Per
	Week		Day		Hour
Lounge Spotlight Operators - Projectionists/Convention Technicians
6/1/02 through 5/31/03	$	856.44	$	142.74	$	23.79
6/1/03 through 5/31/04	$	882.36	$	147.06	$	24.51
6/1/04 through 5/31/05	$	908.64	$	151.44	$	25.24
6/1/05 through 5/31/06	$	936.00	$	156.00	$	26.00
6/1/06 through 5/31/07	$	964.08	$	160.68	$	26.78
Lounge Stage Technicians
6/1/02 through 5/31/03	$	849.60	$	141.60	$	23.60
6/1/03 through 5/31/04	$	875.16	$	145.86	$	24.31
6/1/04 through 5/31/05	$	901.44	$	150.24	$	25.04
6/1/05 through 5/31/06	$	928.44	$	154.74	$	25.79
6/1/06 through 5/31/07	$	956.16	$	159.36	$	26.56

	Per(12)		Per(10)		Per		Per		Lounge		Lounge
Job Classifications	Week		Week		Perform		Hour		Shift		Week
Ass’t Head Wardrobe Person
6/1/02 through 5/31/03	$	521.88	$	434.90	$	43.49	$	16.02	$	96.12	$	576.72
6/1/03 through 5/31/04	$	537.48	$	447.90	$	44.79	$	16.50	$	99.00	$	594.00
6/1/04 through 5/31/05	$	553.68	$	461.40	$	46.14	$	16.99	$	101.94	$	611.64
6/1/05’through 5/31/06	$	570.24	$	475.20	$	47.52	$	17.50	$	105.00	$	630.00
6/1/06 through 5/31/07	$	587.40	$	489.50	$	48.95	$	18.03	$	108.18	$	649.08
Wardrobe Attendants/Seamers
6/1/02 through 5/31/03	$	503.28	$	419.40	$	41.94	$	14.44	$	86.64	$	519.84
6/1/03 through 5/31/04	$	518.40	$	432.00	$	43.20	$	14.88	$	89.28	$	535.68
6/1/04 through 5/31/05	$	534.00	$	445.00	$	44.50	$	15.32	$	91.92	$	551.52
6/1/05 through 5/31/06	$	549.96	$	458.30	$	45.83	$	15.78	$	94.68	$	568.08
6/1/06 through 5/31/07	$	566.52	$	472.10	$	47.21	$	16.26	$	97.56	$	585.36

Note 1.	It is understood and agreed that the Employer may designate a member of management as Cue Caller and that such individual shall not be subject to the terms of this Agreement. If a member of the bargaining unit is designated by the Employer as Cue Caller, however, he shall be paid at the rate applicable to Assistant Stage Employees and shall be covered by all other terms of this Agreement.
Note 2.	It is understood and agreed that regular relief and/or swingmen shall be paid at the rate applicable to the position being swung or relieved.

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Note 3.	The wages, hours of work, and other conditions of employment established under this agreement for lounge, spotlight operators-projectionists, shall apply to employees covered by this agreement who are assigned to work regularly in the Employer’s convention facilities or in the Employer’s motion picture theater as projectionists.
Note 4.	To facilitate the mutual interest of the Employer and the Union in developing employees with a higher order of seamer skills within a referral system designed to further this purpose, the job classification of seamer is hereby created in the collective bargaining agreement subject to the following conditions:

1.	The seamer classification is not intended to restrict work assignments only to that classification. Therefore, employees in this classification may be assigned to perform duties normally performed by wardrobe attendants. However, the Employer shall not request the referral of seamers to perform primarily wardrobe attendant duties.
2.	The normal duties of a seamer are to perform work of a more complicated nature than normal repairs and maintenance of costumes, such as pattern making, costume construction and major repairs and alterations of costumes and accessories.
3.	The number of and extent of utilization of employees in the seamer classification shall be solely within the discretion of the Employer.
4.	Seamers may be employed to perform work described in paragraph 2 above exclusive of other wardrobe attendant duties during, before or after performances and need not be considered members of the regular house crew.

Note 5.	When wardrobe employees are required to perform work on curtains and/or scenic drops they shall receive the same pay as stagehand employees would receive for performing such work. However, nothing herein shall be construed as requiring the Employer to assign such work to wardrobe employees.
Note 6.	Nothing in this Agreement shall require the Employer to employ any persons in any classification covered by this Agreement, unless there is work being performed, which is currently being performed by employees under the terms of this Agreement.
	In the event that the same or similar work to that which was performed in the past under the terms of this or prior Agreements, is offered by the Employer,

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the Employer and the Union shall meet to discuss whether the work is appropriately bargaining unit work.

     5.02. Heads of Departments — Duties and Selection Employees designated as Heads of Departments shall be working employees assigned to Main Showrooms or Legitimate Theater operations who, in addition to their regular duties, shall be responsible for directing assistant stage employees assigned to their departments to the end that the work involved is performed at the time and in the manner prescribed by the Employer.

     The concept of “Departments”, as set forth in this Section, applies only to Showroom and Legitimate Theater operations.

     The selection and number of Department Heads required for a particular operation shall be determined by the Employer subject to the understanding that where an assistant stage employee is assigned to duties which require him to work more than fifty percent (50%) of his time in one of the following recognized departments, he shall be designated and paid as Head of that Department unless a Head of that Department has already been appointed.

     The recognized departments are: Stage Carpentry (including the Head Flyman and Cue Callers), Stage Electrical (including Projectionist), Stage Properties, Stage Sound, Wardrobe, Convention, and Lasers.

     The Employers agree that they will not utilize two (2) or more men in the same department for the purpose of preventing one (1) man from qualifying for Department Head status under the above provision. However, during a performance, including report, set-up, and strike time, it is expressly understood that the Head Carpenter can be utilized to pass on the Employer’s directions to the Head Flyman, Cue Callers, and Head Propertyman.

     Where an employee is assigned to more than one department, the Head of the Department in which he works more than fifty percent (50%) of his time shall have the primary responsibility for directing his activities and coordinating his assignments with other Department heads.

     5.03. Head Lounge Stage Technician. Employees designated as Head Lounge Stage Technician shall be working employees assigned to Lounge Stage Operations who, in addition to their regular duties, shall be responsible for directing Lounge Stage Technicians assigned to them to the end that the work involved is performed at the time and in the manner prescribed by the Employer.

     The selection of the Head Lounge Stage Technician shall be determined by the Employer. It is understood and agreed that where one (1) or more Lounge Stage Technicians are employed, the Employer shall designate one (1) of such employees as Head Lounge Stage Technician. If additional employees are required they shall be classified and paid as Lounge Stage Technicians.

     Head Lounge Stage Technicians and Lounge Stage Technicians shall service the equipment and perform the work involved in their assigned areas, but this statement is not

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intended as prohibiting the Employer from assigning other bargaining unit employees to perform such work in emergencies or when Lounge stage personnel are unable to perform the work to which they have been assigned.

     Lounge Stage conditions shall be applicable to main rooms in those situations where the entertainment policy involves the presentation of sets as opposed to shows.

     It is understood and agreed that in those establishments where Department Heads have been designated in Lounge Stage operations, that practice will be continued so long as the nature of the presentations in that lounge and the duties of the employees involved remain essentially the same.

     5.04 Heads of Departments and Head Lounge Technicians Responsibilities. Heads of Departments and Head Lounge Technicians shall not be required nor allowed to hire or fire, but they shall be responsible for the effective performance of their assistants. In consideration of this fact, the Union and the Employer recognize that such personnel are and shall remain free to express their opinions as to the qualifications and competence of their assistants.

     5.05 Compensation for Department Heads. The weekly compensation specified for Department Heads is designed to compensate Heads of Departments for ten (10) performances per six (6) day week. Extra performances, over ten (10) per week, shall be paid for at the rate specified per performance. All maintenance and rehearsal time worked shall be compensated for at the specified hourly rate. All work performed on the seventh (7th) consecutive day worked shall be paid for at the rate of time and one-half (1 1/2x) the regular, straight-time hourly or performance rates of pay, whichever is applicable.

     5.06 Compensation for Assistant Stage Employees. The weekly compensation specified for Assistant Stage Employees, including Spot Light Operators and Projectionists, as well as Assistant Head Wardrobe Perton, Wardrobe Attendants and Seamers, is designed to compensate such employees for ten (10) performances per six (6) day week. Extra performances over ten (10) per week shall be paid for at the rate specified per performance. Extra time, including rehearsal and maintenance, shall be compensated for at the rate specified per hour. All work performed on the seventh (7th) consecutive day worked shall be paid for at the rate of time and one-half (1 1/2x) the regular, straight-time, hourly or performance rate of pay, whichever is applicable.

     5.07 Compensation for Head Lounge Technicians. The weekly compensation specified for Head Lounge Stage Technicians is designed to compensate such employees for six (6) hours of work per day on each of six (6) days per week. All work performed on the seventh (7th) consecutive day worked shall be paid for at the rate of time and one-half (1 1/2x) the regular, straight-time hourly rate of pay.

     5.08 Compensation for Lounge Stage Technicians. The weekly compensation specified for Lounge Stage Technicians, including Spot Light Operators and Projectionists, as well as Convention Technicians, Wardrobe Attendants and Seamers, is designed to compensate such

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employees for six (6) hours of work per day on each of six (6) days per week. All work performed on the seventh (7th) consecutive day worked shall be paid for at the rate of time and one-half (1 l/2x) the regular, straight-time hourly rate of pay.

     5.09. Weekly Guarantee and Limitations Thereon. The weekly compensation provided for Heads of Department, Assistant Stage Employees, Head Lounge Stage Technicians, Spot Light Operators and Projectionists, Lounge Stage Technicians, Assistant Head of Wardrobe, Wardrobe Attendants, Seamers, Convention Technicians and Relief Men assigned to work six (6) days per week is intended as a weekly guarantee for regular employees. It is further agreed that those employees who are regularly scheduled to work less than six (6) days per week shall be guaranteed the lesser amount of work on a weekly basis.

     There shall be no reduction of such employee’s weekly compensation because of performances cancelled or the Employer’s failure to provide work, except when such cancellation or failure on the Employer’s part results from legitimate conditions beyond his control such as labor disputes; or accidents, fires, floods, power failures, mechanical breakdowns, or the unavailability of performer(s) due to unforeseen circumstances such as illness or injury (provided that notification of such cancellation has been provided to the union hall by no later than four [4] hours prior to the scheduled report time of the show), which create a condition whereby the employee is unable properly to perform his duties. Where it is possible to do so, the Employer will give the Union advance notice of performances or work which is cancelled for the reasons stated, at which time he shall also advise if the employees are to be assigned to other duties. If the Employer is able to give such notice and fails to do so, the employees involved will be entitled to receive their regular compensation.

     Employees affected by such cancellation or failure to provide work will be paid pro rata for work performed based upon the performance or hourly rate, as the case may be, with the understanding that if a performance has begun, the employee will be paid for the full performance.

     Whenever legitimate conditions beyond the Employer’s control, as set forth above, exist, then nothing herein shall be construed as prohibiting the Employer from assigning employees working in one classification or area of the establishment to any other classification or area, provided the employee involved is paid at his regular hourly rate or the hourly rate of the classification to which he is assigned, whichever is the higher.

     In the event the Employer schedules less than ten (10) performances a week, or if less than ten (10) performances a week are actually performed, the Employer may schedule each employee who is entitled to the weekly guarantee provided herein and who otherwise would have worked the missed performance to perform hourly work in lieu thereof. Two (2) hours of such hourly work may be scheduled for each missed performance. Such work must be scheduled for two (2) days before the missed performance, the day of the missed performance, or three (3) days after the missed performance, unless a missed performance occurs on an employee’s sixth (6th) day of work in which case the employee may be scheduled to work missed performance work on the first (1st) day of the employee’s next workweek. Not more than four (4) hours of missed

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performance hourly work may be accrued at any given time and no more than four (4) hours of missed performance work may be scheduled to be performed in a workday. Missed performance work must also be scheduled in accordance with the minimum work call provisions of Section 5.11 and may not be scheduled at a time when the employee would otherwise be working under the overtime rate of pay or on his day off. Missed performance work shall be equitably assigned and may be utilized to perform any work covered by this Agreement, except mopping and cleaning calls, as provided in Section 5.10. Nothing herein shall limit the application of the provisions of this Section regarding the cancellation of shows.

     5.10. Report and Set-up Time.

          (a) Employees working under the performance rate of pay may be required at the Employer’s discretion to report to their duty stations for duty no more than thirty (30) minutes before the performance. Compensation for report and set-up time is included in the performance rate of pay. This reporting time is primarily for the purpose of determining that all employees are available and to do the required set-up work for the performance. Whenever employees are required to report to work they are to remain in the backstage area during report and set-up time. Nevertheless, when necessary, in emergencies of for safety reasons, employees may be assigned to sweep the immediate work area and dry mop the stage as part of their set-up duties. Otherwise, regular mopping and cleaning will be done on a one (1) hour minimum call at the straight-time hourly rate.

          (b) When necessary, employees may be required to report thirty (30) minutes before the second performance on the first and second evenings of a newly opened show. This special reporting time for the second performance shall be without additional compensation and shall be for the sole purpose of familiarizing the employees with any changes in cues or the running order of the show.

          (c) With respect to wardrobe employees, excluded from performances, report and set-up time shall be pattern making, making costumes from scratch and major alterations. For the purposes of this Agreement, major alterations shall be defined to mean: (i) changing of costume size (with the exception of a size change that can be accomplished by the use of hooks and eyes or such other similar minor size changes), and (ii) the radical re-design of a costume. All work required to make planned fittings or alterations of costumes or accessories because of a change in performers shall be performed under the applicable minimum hourly work call.

     Examples of permissible performance, report and set-up time work are the following:

          (1) All emergency repair and alterations.

          (2) Hemming of costumes.

          (3) Adjustment and repair of trousers and/or tights.

          (4) Changing dress shields.

          (5) Installing elastic.

          (6) Removal and installation of zippers.

          (7) Sewing on sequins, rhinestones, braid and other decorative trim.

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          (8) Simple machine and/or hand-sewing operations.

     5.11. Hourly Work.

          (a) Employees working under the hourly rate of pay shall be paid for the actual time worked, computed in five (5) minute increments. Any time worked into such a five (5) minute increment shall be considered as a full increment and paid accordingly.

          (b) When an employee, including wardrobe employees, working under the performance rate of pay is required to perform additional work within one (1) hour immediately before report and set-up of a show, between shows, or following a non-compensable meal period which shall not exceed thirty (30) minutes after the strike time of the last performance is completed he shall be paid the appropriate hourly rate for such work and shall be guaranteed a minimum of one (1) hour’s work or one hour’s pay. Strike time shall commence with the conclusion of the performance (which includes any encores or curtain calls). Strike time not exceeding seven and one-half (7 1/2) minutes shall be considered as part of the performance and is included in the performance rate of pay. Strike time in excess of seven and one-half (7 1/2) minutes shall be paid at the hourly rate in five (5) minute increments as provided in Section 5.11 (a). At the Employer’s discretion, strike time may be used to set the stage for rehearsals or other activities incidental to the show, for seven and one-half (7 1/2) minutes only.

          (c) Stage employees called to work outside their regularly scheduled hours other than in (b) above, shall be paid the prevailing hourly rate for such work or two (2) hours’pay, based upon the appropriate hourly rate specified in Section 5.01 for each such work call. Wardrobe employees called to work outside their regularly scheduled hours other than in Section 5.1l(b) above, shall be paid the prevailing hourly rate for such work and shall be guaranteed a minimum of three (3) hours work or three (3) hours pay, based upon the appropriate hourly rate specified in Section 5.01 for each such work call.

          (d) It is understood and agreed that the two (2) hour minimum is intended to apply only to stage employees who have been released from duty after concluding their assignments. It is understood and agreed that the three (3) hour minimum is intended to apply only to wardrobe employees who have been released from duty after concluding their assignments.

          (e) Employees, including wardrobe employees, called in to work on the building or installation of a new show that is designed for a run of three (3) or more months shall be guaranteed a minimum of four (4) hours’ pay based on the straight time hourly rate specified in Section 5.01 for each such work call. In addition to working the performances and, except as limited by the provisions of Section 7.04(f), members of the regular house crew shall have the option of working eight (8) hours of new construction or work on the installation, making, or fitting of costumes and/or rehearsal at the appropriate straight-time hourly rates of pay, provided such work is performed between the hours of 9:00 a.m. through 6:30 p.m., meal periods included. Members of the regular house crew who are working performances shall not be penalized for refusing to perform new construction work or work on the installation, making, or

16

fitting of costumes and/or rehearsal. All time worked under Section 5.11 (e), in excess of eight (8) hours, shall be compensated for at one and one-half times (1 1/2x) the straight time hourly rate of pay and such overtime hours shall continue to accumulate until the employee is released from duty for eight (8) consecutive hours, as provided in Section 7.06. The time-off provisions of Section 5.13 shall apply to all employees working under Section 5.11 (e).

          (f) Management personnel shall not perform the bargaining unit work of Wardrobe employees, except in the following circumstances: (1) emergencies; (2) work incidental to the training and direction of Wardrobe employees; and (3) corrections and reworking of work performed by Wardrobe employees.

     Except in cases of an emergency nature, wardrobe employees shall not be required to wash or clean, press or iron costumes and/or accessories during performances. Such washing, cleaning, pressing or ironing, as may be assigned to Wardrobe employees, shall be performed under Section 5.11(b) or (c), whichever is applicable.

     Wardrobe employees shall not be required to make, alter, launder, press or repair the personal clothing of any person during the performance of a show or lounge shift.

     5.12. Exception to Minimum Work Call. No call for men shall be required where nothing more than the initial turning on and final turning off of lights, sound or stage equipment is necessary, subject to the understanding that Heads of Departments directly involved shall be advised of all matters affecting stage production which involves them and their departments.

     5.13. Time-Off. The Employer shall post a schedule showing time off for all regular employees and shall give the employee and the job steward one week’s notice of a change in time off. Time off shall commence with the conclusion of the final performance or lounge shift on the employee’s sixth (6th) day and will extend until set-up time for the first performance on the first day of the employee’s new work week. Where an employee regularly has two consecutive days off, time off shall commence with the conclusion of the final performance or lounge shift on the employee’s last work day of his work week and will extend until 9:00 a.m. on the first day of the employee’s new work week. Except as provided in paragraph immediately following, all work performed during the time-off period shall be paid for at one and one-half time (1 1/2x) the regular, straight-time hourly or performance rate of pay, whichever is applicable, except that the Employer may call an employee into work three and one-half (3 1/2) hours prior to the first performance on the first day of the employee’s new work week for the purpose of performing emergency work and necessary repairs if the employee so consents, and pay that employee the appropriate straight-time rate of pay. Such work call is subject to the appropriate work-call minimum set forth in Section 5.11(c).

     The Employer may require an employee to work two (2) hours after the conclusion of the final performance or lounge shift on the employee’s sixth (6th) day worked for which the employee shall be compensated at the appropriate straight-time hourly rate, or at the applicable overtime rate required under other provisions of this Agreement. It is understood and agreed that such two (2) hours on the sixth (6th) day worked must be contiguous to the final performance or

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lounge shift just completed, otherwise the overtime rate applicable to work performed during the time-off period shall automatically become payable.

     Except for such two (2) hour assignments, no employee shall be penalized for refusing to work during his time-off period, provided, however, that a Department Head may not refuse an emergency call during his time off.

     5.14. Reporting Pay. A stage employee reporting to work as scheduled or pursuant to the direction of his Employer who has not been notified of the cancellation or postponement of such work call shall be provided with not less than (a) two (2) hours’ work or two (2) hours’ pay, or (b) a full lounge shift or full lounge shift pay for the day, or (c) two (2) performances or pay for two (2) performances, whichever is applicable. Such pay shall be computed at the appropriate rate of pay specified in Section 5.01 for the classification involved in each such work call.

     A wardrobe employee reporting to work as scheduled or pursuant to the direction of her Employer who has not been notified of the cancellation or postponement of such work call shall be provided with not less than (a) three (3) hours work or three (3) hours pay, (b) a full lounge shift or full lounge shift pay for the day, or (c) two (2) performances or pay for two (2) performances, whichever is applicable. Such pay shall be computed at the appropriate rate of pay specified in Section 5.01 for the classification involved in each such work call.

     This guarantee shall not apply in cases of discharge or when the employee is unable to perform the assigned work.

     It shall be sufficient notice for the purpose of this Section if the Employer notifies the Union four (4) hours in advance of the cancellation or postponement of the work call.

     The above provisions of this Section shall not be construed to relieve the Employer of the obligations imposed on it under Section 5.09.

     5.15. Work Assignments. Nothing in this Agreement shall be construed as prohibiting the Employer from assigning employees working in one classification or area of the establishment to any other classification or area for which he is qualified, provided the employee involved is paid at his regular rate or the rate of the classifications to which he is assigned, whichever is the higher. This provision shall not operate to deny regular members of the house crew from working performances which they were otherwise regularly scheduled to work.

ARTICLE 6
Dual Show Policy

     6.01. The performance rates set forth in Section 5.01 are intended to apply to the repetition of the same basic presentation or show. These rates also apply to a variety show, even though performers or acts vary between the first and subsequent shows on the same day.

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     The performance rates set forth in Section 5.01 are not intended to apply to the performance of two (2) or more completely different productions, musicals or dramatic presentations in the same performance workday, for example: “High Button Shoes” and “Anything Goes” or the Lido and Casino de Paris shows.

     Where such completely different presentations are performed during the same workday, the premium for the second or third show shall be ten percent (10%) of the performance rate specified in Section 5.01. This premium rate shall not be applicable to the presentation of different acts of a thematically continuous musical presentation or drama; such as, “Westside Story,” nor to a series of selections from different shows, plays or musicals that have been integrated into one production; such as, “An Evening with Art Carney.”

ARTICLE 7
Hours of Work — Overtime

     7.01. Hours of Work — Performance. For the purpose of computing hours worked by employees working on the performance rate of pay, each performance, including report and setup time, shall be deemed to constitute two (2) consecutive hours of work time. All time worked in excess of two (2) hours for each performance shall be compensated in five (5) minute increments under Section 5.11(a), at the appropriate straight-time hourly rate of pay, unless the employee would otherwise be working under the overtime rate. However, employees who work two (2) performances in one (1) night, the running time of which, including report and set-up, and strike time, which is included in the performance rate of pay under Section 5.11 (b), actually exceeds an aggregate of five (5) hours shall be compensated for all time worked in excess of five (5) hours in five (5) minute increments under Section 5.11(a), at the appropriate straight-time hourly rate of pay, unless the employee would otherwise be working under overtime rate of pay. Employees who work three (3) performances in one (1) night, the running time of which, including report and set-up, and strike time, which is included in the performance rate of pay under Section 5.11(b), actually exceeds an aggregate of seven and one-half (7 1/2) hours, shall be compensated for all time worked in excess of seven and one-half (7 1/2) hours in five (5) minute increments under Section 5.11(a), at the appropriate straight-time hourly rate of pay, unless the employee would otherwise be working under the overtime rate.

     Unless otherwise stated in this Agreement, all work required of employees under this Agreement to prepare rooms, areas, or stages for commercial product presentation, industrial shows, commercial and/or industrial road shows, ice shows and circuses, shall be considered hourly work and shall be compensated for at the appropriate hourly rates of pay, as set out in Section 5.01. In addition to the foregoing, all work required of employees under this Agreement concerned with sporting events, industrial television and conventions (seminars, lectures and workshops) shall be considered hourly work.

     7.02. Performance and Lounge Shift Workday. The performance and/or lounge shift workday shall begin at the start of the first performance or lounge shift of the day and shall continue until the start of the first performance or lounge shift on the following day. The

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application of this section is exclusively limited to that work which is required for the actual presentation of performances or the execution of lounge shifts.

     7.03. Intermingling of Hourly Work with the Presentation of Performances or the Execution of Lounge Shifts. It is agreed that for the purpose of computing hours worked and the appropriate rates of pay, (see examples under Exhibit III), the beginning of a performance or lounge shift shall not be utilized to break the accumulation of hours worked. In addition to the foregoing, and provided the employees who work performances have completed a minimum rest period, as provided for under Section 7.06, the Employer may utilize such employees at the appropriate straight-time hourly rates of pay for a period of time not to exceed six (6) consecutive hours, commencing no earlier than 9:00 a.m. and extending to no later than 7:30 p.m. of the same day. All time worked in excess of six (6) hours between the hours of 9:00 a.m. through 7:30 p.m., shall be compensated for at one and one-half times (1 1/2x) the appropriate straight-time hourly rate of pay. Further, it is agreed that all time worked in addition to the presentation of performances or the execution of lounge shifts, shall continue to accumulate until the employee involved has been released from duty for eight (8) consecutive hours, as provided for under Section 7.06.

     7.04. Overtime.

          (a) Except as otherwise provided in this Agreement, all time worked in excess of eight (8) hours shall be compensated for at one and one-half times (1 1/2x) the appropriate hourly rate of pay and such overtime hours shall continue to accumulate until the employee is released from duty for eight (8) consecutive hours, as provided for under Section 7.06.

          (b) All time actually worked in excess of forty (40) hours in a workweek shall be compensated for at one and one-half times (1 1/2X) the appropriate hourly rate of pay.

          (c) An employee’s workweek shall begin at report time for his first performance, or lounge shift, following his scheduled day off, except as provided for in Section 5.13.

          (d) An employee shall not be entitled to any additional compensation solely because he has qualified for overtime compensation under both paragraphs (a) and (b) rather than only one of such paragraphs.

          (e) Extra work, that is, work to be performed outside of performance time and lounge shift, shall be distributed equitably among those members of the regular house crew who are qualified and available to perform the work involved.

     7.05. Except for performances worked during the time-off period provided under Section 5.13, performances shall not be compensated for at a rate in excess of those set forth in Section 5.01.

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     7.06. Rest Periods — Performance and/or Lounge Work.

          (a) Employees who are released from duty after the completion of the last performance, or the completion of a lounge shift, shall be entitled to a rest period of eight (8) consecutive hours. The employer shall pay double time (2x the straight-time rate) for all hours worked within the eight (8) hour rest period, with a minimum three (3) hour call at said double time (2x). Employees who are requested to perform hourly work, under Sections 5.11(e) and 7.03, after completing a minimum rest period of eight (8) consecutive hours, shall not be entitled to an additional rest period prior to report and set-up time of a performance.

          (b) Rest Periods — Minimum Hourly Work Calls. Except as provided for in paragraph (a) of this Section 7.06, employees working under a minimum hourly work call, who have been released from duty, shall be entitled to a rest period of eight (8) consecutive hours. If less than an eight (8) consecutive hour rest period is provided, the same penalties as provided for under paragraph (a) of Section 7.06 shall prevail.

          (c) It shall be the Employer’s responsibility to make the work calls and to designate rest periods in such a manner so as not to cause the employees to perform their work at the overtime rates of pay.

     7.07. Employees Working in Legitimate Theaters. All of the provisions of this Article excepting Section 7.01 shall apply to employees working in Legitimate Theaters. A legitimate theater, for the purpose of this Agreement, shall be defined as a room with theater-style seating presenting shows of three (3) hours or more in length. The weekly rates of pay for eight (8) shows to be performed in six (6) days shall be the weekly rates set forth in Section 5.01 hereof. Each show shall be deemed to constitute four (4) hours of work.

     7.08. Packing Out. Wardrobe employees who are assigned to perform packing-out duties during the hours of performance shall be paid two (2) hours at the regular straight-time rate in addition to the performance rate of pay.

ARTICLE 8
Vacations

     8.01. Amount of Vacation Pay. Each employee shall receive vacation pay in an amount equal to four percent (4%) of his gross income earned during the term of his employment with the Employer. Such vacation pay shall be paid on the calendar quarter or at the time the employee is granted a vacation or leave of absence, whichever occurs sooner. All accrued vacation pay shall be paid upon termination except as provided in Section 8.03.

     Employees who meet the eligibility requirements of this Section shall be required to give the Employer at least two (2) weeks’ written notice prior to the time they desire to take their vacation. It is further understood and agreed that the Employer shall not be obligated to grant

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vacation time off to any employee unless a suitable replacement, who is willing to work the period of the vacation, is available.

     8.02. Scheduling of Time Off for Vacations. Insofar as possible, time off for vacations shall be granted at times most desired by employees subject to the understanding that the final right of allotment of vacation periods is reserved to the Employer in order to ensure the orderly operation of the establishment. The amount of time available for vacations shall be determined by mutual agreement between the Employer and the employee, but in no event less than that provided for under the following schedule:

          (a) Employees who have been carried on the active payroll for six (6) consecutive months will be entitled to three (3) weeks’ time off in any anniversary year.

          (b) Employees who have been carried on the active payroll for less than six (6) but more than three (3) consecutive months will be entitled to two (2) week’s time off in any anniversary year.

          (c) No employee with less than three (3) consecutive months of active service shall be entitled to any time off.

     8.03. Any regular employee, as defined in Section 14.01 (a), who fails to give his Employer fourteen (14) days’ notice of termination, as required in Section 14.02 (b), shall forfeit accrued vacation pay in accordance with the following schedule:

	Notice Given	Pay Forfeited
(1)	Six (6) days’or less	Six (6) days’ pay
(2)	Eight (8) days’ notice	Two (2) days’ pay
(3)	Ten (10) days’ notice	One (1) day’s pay
(4)	Twelve (12) days’ notice	None

     A day’s pay for the purpose of this Section 8.03, shall be computed as follows:

For employees working on the performance rate, the amount paid for two (2) performances.

For Lounge Stage Employees, six (6) hours’ pay.

For all others, eight (8) hours’ pay at the applicable rate.

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ARTICLE 9
Health and Welfare

     9.01. Trust Agreement. The Employers and the Union have heretofore agreed to adopt, accept and be bound by the terms of that certain Agreement and Declaration of Trust establishing the Insurance Trust Fund of Employers and Unions, sometimes referred to as the Culinary Trust, dated June, 1962, as amended, and do hereby agree to adopt, accept and be bound by any amendments to said Declaration of Trust during the term of this Agreement, provided nothing in this Article shall be interpreted as prohibiting the Employers and the Union from mutually agreeing to change the provider of Health and Welfare Insurance during the term of this Agreement.

     9.02. Rate of Contributions — Regular Employees. Effective with the payment due in July, 2002, based upon work performed in June, 2002 and monthly thereafter during the term of this Agreement, the Employer shall remit to the provider of Health and Welfare Insurance on behalf of each regular employee, as defined under Section 14.01(a), the following contributions:

     Effective 6/1/02 through 5/31/03     $447.72 per month

     9.03. Rate of Contributions — Regular Relief — Temporary or Extra Employees. Contributions for Regular Relief, Temporary or Extra Employees, as defined in Section 14.01(b), (c) and (d), shall be computed on the basis of the following contributions per day worked by such employees:

     Effective 6/1/02 through 5/31/03     $17.22 per day

but not to exceed the following monthly contributions:

     Effective 6/1/02 through 5/31/03     $447.72 per month

     Contributions shall be made in accordance with the standards set by the Fund, and shall not exceed the above rates. The Employer shall receive a credit from the Fund for excess contributions made from June, 2002, to the date this Agreement was executed. The Employer shall be entitled to any credits in the future, if in the preceding year the Employer contributions exceeded the costs of the benefits for participants in the Fund.

     For purposes of this Section, a minimum work call worked or a minimum of two performances worked, unless only one performance was scheduled, or one performance was cancelled, shall constitute one day’s work. However, the Employer shall not be required to make a contribution on behalf of any regular relief, temporary or extra employee who is also working as a regular full-time employee for another Employer who is a participant in the Trust.

     It shall be the responsibility of the job steward to ascertain and advise the Employer as to whether any regular relief, temporary or extra employee is also working as a regular full-time employee for any other Employer who is a participant in the Trust.

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     9.04. Extension of Benefits. The Employer agrees to extend Health and Welfare contributions for all regular employees who are on vacation status, as provided in Section 8.02 herein, and to any regular employees who are on medical leave of absence because of an on-the- job injury for a period not to exceed two (2) calendar months from the commencement of the leave.

     9.05. Reporting. The Employer will provide copies to the Union of the monthly reports of contributions which it submits to the provider of Health and Welfare Insurance and will designate therein which employees are regular full-time employees.

     9.06. Local Plan Option. Notwithstanding any other provisions in this Article, the Employer agrees that, at the request of the Union, the parties will establish a Taft-Hartley Trust to provide Health and Welfare Insurance for the employees represented by the Union. The Trust will devise the plan including the method of providing benefits. The Employer agrees to make all contributions set forth above into this new Trust Fund and further agrees that the Union may divert wages into contributions in order to maintain or increase benefits. The Union expressly understands that no additional contributions in excess of those set forth above shall be required by the Employer during the term of this Agreement. The Trust shall be designed so as to allow contributions from any Employer that is signatory to the Union. The parties expressly agree that should a dispute concerning the creation of the Trust document and Trust plan arise, the dispute shall be referred to the parties’ respective legal counsel with the mandate to resolve the dispute expeditiously.

     9.07. Federal or State Health Plan. In the event that a Federal or State health plan is enacted providing benefits similar in nature to those provided pursuant to this Agreement, the Employer and the Union will meet for the purpose of deciding the impact, if any, of such legislation on the provisions of health and welfare benefits. In no event shall the Employer be required to pay a sum exceeding that set forth in this Agreement for the provision of health and welfare benefits, regardless of the source.

ARTICLE 10
Trust Funds

     10.01. Pension, Training and Disability Trusts. The Employer agrees to accept and be bound by the provisions of the Agreement and Declaration of Trust establishing the Nevada Resort Association — I.A.T.S.E. Local 720 Pension Trust, Apprentice and Journeyman Training and Education Trust, and Disability Trust, and further agrees that the Employer Trustees of said Trusts, and their successors in trust, are and shall be its representative and consents to be bound by the rules and regulations established, or as may be established, by the trustees of such Trust.

     10.02. Effective with the payment due for June, 2002, the Employer shall remit to the several trust funds nine percent (9%) of gross wages earned by or paid to employees covered hereunder during the preceding month.

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     10.03 Allocation of Contributions. The total contributions shall be allocated among the several Trust Funds as follows:

6/1/02 thru	5/31/07
Pension:	8.00%
Training	.50%
Disability	.50% + $.90 per day

ARTICLE 11
Grievances and Arbitration

     11.01. Definition. For the purpose of this Agreement, a grievance is a dispute or difference of opinion between the Union and the Employer involving the meaning, interpretation, application to employees covered by this Agreement. Any violation or alleged violation of Section 12.01 or 12.03 shall not be subject to the Grievance and Arbitration Procedure.

     11.02. Time Limit for Filing Grievances.

          (a) No grievance shall be entertained or processed unless it is received in writing by either party within fifteen (15) workdays after occurrence of the event giving rise to the grievance or after the aggrieved party hereto acquires knowledge of the occurrence of such event, whichever is later. The written grievance shall set forth the provision(s) of the Agreement alleged to have been violated, and every effort will be made to set forth all of the known facts allegedly constituting the violation. At the time it submits a grievance to the Employer, the Union shall furnish the Employer with copies of any written statements, reports or documents relied on by the Union or the grievant to support the grievance (but not including the employee’s written grievance submitted to the Union). Anything herein to the contrary notwithstanding, it is understood and agreed that the Union shall have the right to grieve live warning notices at the time of subsequent discharge or suspension unless the case involves witnesses. At the time the warning notice is issued, the Employer shall indicate on the notices whether witnesses are involved.

          (b) As used in the Article, the term “workdays” means the days Monday through Friday, inclusive.

     11.03. Procedure for Adjusting Grievances. All grievances shall be adjusted exclusively in the following manner:

1. BOARD OF ADJUSTMENT. Any unresolved grievances shall be reduced to writing and scheduled for hearing by a Board of Adjustment within fifteen (15) calendar days of the filing of the grievance. The Board of Adjustment shall be comprised of not more than three (3) representatives of the Employer and three (3) representatives of the Union. For the purpose of attempting to resolve grievances prior to arbitration, the parties, at any meeting prior to the Board of Adjustment hearing and at that hearing, shall make full

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disclosure to each other of all facts and evidence then known to them which bear on the grievance.

     2. ARBITRATION

          (a) Expedited Arbitration: A grievance regarding the discharge of an employee(s) not resolved by the Board of Adjustment may be referred to expedited arbitration by written notice from the party who filed the grievance, within fifteen (15) calendar days of the Board of Adjustment. All other (non-discharge) unresolved grievances may be referred to expedited arbitration within the same time period, upon mutual agreement of the parties. An arbitration board shall be convened composed of two (2) management representatives selected by the Employer from other hotels, and two (2) representatives selected by the Union excluding the Head of Department directly involved. The Board shall convene within fifteen (15) calendar days of agreement to utilize this process. The Board shall hear the evidence presented by the parties without assistance of legal counsel and shall make a determination immediately upon the conclusion of the hearing. Any decision reached shall be by majority vote by secret ballot, and shall be final and binding on all parties of this Agreement, including the Union, the Employer and the aggrieved employee(s), and shall not constitute a precedent not be cited in any other legal or arbitration proceeding. Each party will bear their own costs and will share equally the fees and expenses of the arbitration. In the event a majority decision is not reached, or if, regarding non-discharge grievances, the parties do not mutually agree to expedited arbitration, the matter may be referred by the party filing the grievance to formal arbitration procedures set forth in paragraph (b). Such referral shall be made within fifteen (15) calendar days of either the failure to reach a majority decision or the parties’ inability to agree to expedited arbitration, as applicable.

          (b) Formal Arbitration: Representatives of the Employer and the Union may agree to select an arbitrator, but if they are unable to do so, the arbitrator shall be chosen from a panel, received from the Federal Mediation and Conciliation Service (“FMCS”), of arbitrators who are members of the National Academy of Arbitrators and who reside in California or Nevada. No arbitrator shall be chosen to serve in two (2) consecutive arbitrations for the same hotel, unless by mutual consent of the parties. The arbitrator shall be notified in writing of his/her selection, and shall have no authority, jurisdiction or power to amend, modify, nullify or add to the provisions of this Agreement. No evidence shall be introduced as to the withdrawal, during negotiations, of a proposal to change the Agreement. The award of the arbitrator shall be final and binding on the Employer, the Union and the employee(s) involved. Except in discharge cases, the expenses and fees of the arbitrator shall be shared equally by the Employer and the Union. In discharge cases, the expenses and fees of the arbitrator, and of the court reporter, if any, shall be paid by the party losing the arbitration. Where, in a discharge case, reinstatement is ordered by an arbitrator with less than full back pay, the costs of arbitration shall be divided evenly between the parties.

     11.04. A matter may be grieved and the Arbitrator shall have the right to rule on any grievance within the scope of Section 11.01, even if the grievance is filed after the termination of this Agreement. However, a matter may not be grieved and the Arbitrator shall not have the

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authority to rule on any matter, whether or not it meets the definition of a grievance under Section 11.01, which is based on events which occur after the termination date of this Agreement.

     11.05. In an arbitration hearing, neither the Union nor the Employer shall be permitted to submit any evidence which was known to the offering party at the time of the grievance hearing but was not presented at the Board of Adjustment hearing. Nothing contained herein shall preclude the Employer or the Union from presenting testimony at any arbitration hearing from a customer or a guest or any other person who was not readily available at the time of the Board of Adjustment hearing.

     11.06. The Arbitrator shall base his/her ruling on a preponderance of the evidence. The Arbitrator shall have no authority in any case, regardless of the issue, to modify the standard of proof required to anything other than a preponderance of the evidence.

ARTICLE 12
No Strikes — No Lockouts

     12.01. No Strikes. During the term of this Agreement, neither the Union collectively nor employees individually will engage in any work stoppages, picketing, sympathy strikes or any other form of economic action or interference with the Employer’s business, except as authorized in Sections 12.03 and 12.04.

     12.02. No lockouts. During the term of this Agreement, the Employer will not lock out any of the employees in the bargaining unit covered by this Agreement, except where the employees have the right to refuse to cross the picket line under Section 12.03.

     12.03. Picket Lines. Refusal of an employee to cross a bona fide picket line sanctioned and approved by the International Alliance of Theatrical Stage Employees and Moving Picture Technicians of the United States and Canada, Local 720, Las Vegas, Nevada, shall not be construed to be a breach of this Agreement; provided that the foregoing provisions of this section shall not be applicable with respect to:

          (a) any picket line established for organizational or recognitional purposes, or any picket line, economic or otherwise, of any union which as of the effective date of this Agreement does not have in effect a collective bargaining agreement with the Employer or with the Nevada Resort Association, to which the Employer is bound.

          (b) any picket line established as a result of a labor dispute between an Employer other than the Employer party hereto and a union other than a Union party hereto.

          (c) any picket line established as a result of a labor dispute between the Employer a party hereto and a union which currently has a collective bargaining agreement with the Employer or the Nevada Resort Association to which the Employer is bound, unless and until

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such picketing has been in effect on a continuing basis, twenty-four (24) hours a day for ninety (90) days.

     12.04. Arbitration Awards. In the event the Employer fails to comply with an Arbitration Award and does not either seek judicial review of the Award within the period of time required by law to obtain such review or comply with the Award within such time period, the Union shall have the right to strike. In the event of a monetary Award by an arbitrator, the appropriate sum of money shall be placed in an escrow bank account, paying interest at not less than the rate provided by Nevada law on judgments obtained under Nevada law. In the event the Award is sustained by the court said interest shall be distributed to the appropriate employees on a pro rata basis.

ARTICLE 13
Employer’s Rights

     13.01. The right to manage the business, including all matters not covered by this Agreement, as well as the right to hire and fire employees, to determine the suitability and competence of all applicants and employees, to prescribe the duties and employees, to assign them to work as needed, to direct the working force, to determine the number of employees to be employed, to determine when a lack of work and the right to determine the means, methods and schedules of installations, operations and maintenance are reserved to the Employer, except as such rights may be contrary to the terms and conditions of this Agreement.

     13.02. Rules and Posting. The Employer may establish and enforce reasonable rules governing the conduct of employees in the bargaining unit, provided that such rules do not conflict with the provisions of this Agreement. It will be the responsibility of the Employer to post and maintain a notice of such rules in a place where all employees affected will have an opportunity to become familiar with them and furnish the Union with a copy thereof.

     Before any new rules governing the conduct of employees are implemented hereafter, the Employer will furnish the Union with a copy of the proposed new rules and provide the Union with an opportunity to discuss them with the Employer’s designated representative.

ARTICLE 14
Definitions and Termination of Employment

     14.01. Definitions.

          (a) Regular Employee. A Regular Employee is any employee who has completed the probationary period and who is hired as a member of the regular house crew, or who is hired on an indefinite basis, and who is not a regular relief, extra or temporary employee as defined in Subsections 14.01 (b), (c) and (d) below.

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          (b) Regular Relief Employee. A Regular Relief Employee is any employee who is hired as relief for members of the regular house crew, who is regularly scheduled to work less than a full workweek, and who has completed the probationary period.

          (c) Extra Employee. An Extra Employee is an employee who is hired for a specific period of time not to exceed the run of the show, or forty-five (45) days, whichever is less, and is so informed at the time of hire.

          (d) Temporary Employee. A Temporary Employee is an employee who is hired to temporarily replace a member of the regular house crew or who is called in to perform hourly work on a temporary basis.

          (e) Probationary Period. A regular or regular relief employee will be considered a probationary employee until he/she has completed forty (40) days of work after his/her most recent date of hire by the Employer. A probationary employee may be terminated at the discretion of the Employer, and such termination shall not be the subject to the grievance and arbitration provisions of this Agreement. The above probationary period may be extended by mutual agreement of the Employer and the Union.

     14.02. (a) No regular or regular relief employee, after having completed the probationary period, shall be discharged or otherwise disciplined except for just cause. Prior to discharge for reasons other than dishonesty, willful misconduct, drunkenness, drinking on duty, insubordination, neglect of duty, gross negligence, illegal possession and/or use of drugs, participation in a proven deliberate slowdown, work stoppage or strike in violation of this Agreement, failure to report to work without just cause, or walking off the job during a shift, such ah employee must be given a written warning and a reasonable opportunity to correct the deficiency. Upon the discharge or suspension of any employee for reasons other than dishonesty, the reason therefore shall be given to the employee in writing, and a legible copy thereof shall be mailed or given to the Union within seventy-two (72) hours after the discharge or suspension. When an employee is discharged or suspended for willful misconduct, the notice shall contain the specific conduct or offense deemed by the Employer to constitute willful misconduct. Upon the request of the Union, legible copies of all documents relied upon by the Employer in making the discharge or suspension, including copies of any written complaints or reports concerning the employee (regardless of the source), shall be furnished to the Union within three (3) working days after such request. The names and addresses of customers who make written complaints against an employee shall be furnished to the Union on request if such are relied upon by the Employer as the basis for discharge or suspension of the employee. An employee may not be discharged solely on the basis of verbal complaints by customers. The Union shall furnish the Employer with copies of its inquiry to guests and of the guests’ responses to any Union inquiry within seventy-two (72) hours of receipt. Copies of videotapes shall also be provided upon request, provided the Employer has the copying capability and the Union pays the reasonable costs for furnishing the copy.

          (b) Time of Discharge. Except as provided in Section 14.01(a), no employee shall be discharged on his/her day off or while on vacation or leave of absence.

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          (c) Warning Notices. Warning notices issued to employees must specify the events or actions for which the warning is issued. Warning notices shall be issued to employees as soon as possible after the Employer is aware of the event or action for which the warning notice is issued and has a reasonable period of time to investigate the matter, but in any event, warning notices shall be issued to employees only at the end of a shift. A legible copy of any written warning notices issued to employees shall be mailed or given to the Union within seventy-two (72) hours after its issuance by the Employer. Upon request by the Union, legible copies of all documents relied upon by the Employer in issuing the warning notice, including copies of any written complaints against an employee shall be furnished to the Union on request if such are relied on by the Employer as a basis for the warning notice. An employee may not be issued a warning notice solely on the basis of verbal complaints by customers. Warning notices, written customer complaints, and all other reports concerning the conduct of an employee shall become null and void one (1) year after the date of issuance and may not thereafter be used as a basis for or in support of any subsequent discharge or disciplinary action.

          (d) Disciplinary Suspension. No employee shall be suspended or laid off or have his/her shift or days off changed for discriminatory reasons, or for disciplinary purposes unless a prior written warning has been given the employee except where the suspension is for one of the enumerated causes for discharge. All suspensions shall be for reasonable periods under the circumstances of each case. An employee may not be given a disciplinary suspension solely on the basis of verbal complaints by customers. Suspensions shall become null and void one (1) year after the day of issuance and may not thereafter be used as a basis for in support of any subsequent discharge or disciplinary action.

          (e) Substance Abuse Policy. Where there is reasonable cause to believe that an employee is under the influence of alcohol or a controlled substance, the employee, after being notified of the contents of this subsection, must consent to an immediate physical examination at an independent medical facility, or suffer the penalty of discharge.

     The Employer shall pay for the cost of the examination, and the employee shall be paid for all time required for the examination. A blood alcohol level of the Nevada legal limit provides an absolute presumption that an employee is under the influence of alcohol. A positive reading on a GC/MS test provides an absolute presumption that an employee is under the influence of a controlled substance. A copy of the agreed upon GC/MS testing levels is attached hereto as Exhibit I.

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     14.03. Layoffs Due to Reduction in Force.

          (a) In those instances where the Employer temporarily curtails its entertainment operations for such reasons as a winter shutdown, show changes or remodeling, the Employer shall lay off its employees, according to the following procedure.

     The Employer shall give fourteen (14) days advance written notice to the Union and to all employees involved in such curtailment of operations. The written notice to the Union shall also specify which, if any, of the employees are to be assigned hourly work on a work call basis and when the Employer expects to resume normal operations.

     The provisions of Article 5.09 shall not be applicable with respect to the week in which the layoff occurs, provided that the above procedure has been followed.

     The Employer agrees that employees on layoff shall be recalled to work, as needed, in the order of their seniority, except that the right of any employee to be recalled under this section shall expire six (6) months from the effective date of his layoff.

          (b) In case of a reduction in force in a particular department, temporary and extra employees in that department shall be laid off before laying off members of the regular house crew.

     14.04. Reduction in Size of Crews. The Employer shall have the right to make adjustments in the number of employees assigned to the various departments which make up the house crews needed for any show or presentation within ninety (90) days after the opening date of such show or presentation. All employees assigned to such show or presentation at the end of such ninety (90) day period shall be deemed to be the number of regular employees required to perform the work necessary in order properly to present the show or presentation during its run, except as follows:

          (a) The Employer may reduce the size of any crew after the ninety (90) day period referred to above on the date which falls each six (6) months thereafter, throughout the life of this agreement, notwithstanding any other provisions of this Agreement.

          (b) The Employer may reduce the size of any crew at any time, provided that such reduction is predicted upon the removal from the show, or substantial modification of equipment, scenery, props or cues that regular employees were required to operate, handle or perform, notwithstanding any other provision of this Agreement.

     14.05. Seniority. The Employer recognizes the principle of seniority which, for the purposes of this Agreement, is defined to mean that members of the regular house crew, including regular relief employees, entitled to the weekly guarantee who have the longest continuous time of service with the Employer in the classification, branch or specialty of the trade in which he is employed, shall have preference for retaining employment in case of a

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curtailment of operations, subject to the Employer’s judgment as to the qualifications of the employees involved; provided that such judgment shall be exercised fairly and in good faith.

     14.06. Calculation of Continuous Service. There shall be no deduction from continuous service for absences due to the following causes or circumstances:

(1) Absence not exceeding the period of an authorized leave of absence.

(2) Absence, not exceeding six (6) months’ duration, due to illness or injury, whether or not compensable under the provisions of the State Industrial Insurance Act.

ARTICLE 15
Meal Periods

     15.01. Employees in the bargaining unit shall not be required to work more than five (5) hours without being allowed a meal period of at least one-half (1/2) hour, which meal period shall not be considered as time worked and shall not be paid for by the Employer. Time off between shows shall be deemed to constitute a meal period for the purpose of this Section.

     Meal periods shall not exceed one (1) hour in duration and may not be granted sooner than two (2) hours after the employee begins work. Subsequent meal periods shall be called not less frequently than every five (5) hours and not more frequently than every three (3) hours after the completion of the first meal period of the day. Meal periods may be staggered among members of the crew. A meal period immediately following the strike time after the second show, as provided in Section 5.11(b), shall constitute an appropriate meal period.

     Employees who are called into work for an eight (8) hour shift shall be granted two (2) ten (10) minute rest periods. The first of such rest periods shall be granted within the first four (4) hours of work and the second of such rest period shall be granted within the last four (4) hours of work.

     15.02. Penalties for Failure to Provide. In the event that an employee is not provided with a meal period, as provided in Section 15.01, he shall be paid at the rate of double (2X) the regular, straight-tune hourly rate for the meal period omitted, and if a meal period is not provided after six (6) consecutive hours of work, the employee involved shall be paid at the rate of time and one-half (1 1/2X) his appropriate rate of pay for all work performed after six (6) consecutive hours until a meal period is provided. Notwithstanding anything herein to the contrary, the one and one-half (1 1/2) penalty shall not pyramid on the time-off period seventh (7th) day rate of pay.

     15.03. Continuation of Present Practice. If, prior to April 1, 1984, the Employer was furnishing meals to employees free of charge, or at a discount, it will continue to do so during the term of this Agreement.

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ARTICLE 16
Tools — Transportation — Clothing

     16.01. Tools. Stage employees shall be required to furnish those small hand tools which are customarily used to perform the work involved. Wardrobe employees shall be required to furnish those small hand tools which customarily used to perform the work involved, namely: thimble, small package of needles, measuring tape, scissors, needle-nose pliers and small wirecutter. The Employer shall either furnish all power or special tools or make mutually satisfactory financial arrangements with employees to compensate them for the use of such tools furnished by them.

     16.02. Transportation. Employees who, at the request of the Employer, use or furnish personal vehicles for the convenience of the Employer shall be compensated for the use of such vehicles at the rate of twenty-nine cents ($.29) per mile. Employees shall also be compensated at the appropriate hourly rate for all time involved in pick-ups and deliveries with a minimum of one-half (1/2) hour.

     The provisions of Sections 16.01 and 16.02 shall not be construed as requiring any employee to furnish special tools or vehicles for the convenience of the Employer as a condition of employment.

     16.03. Required Clothing. All employees (including wardrobe employees and employees dispatched from the Union hall) shall wear appropriate and professional attire. Upon the Employer’s request, stage employees (including employees dispatched from the Union hall) shall wear clothing as specified by the Employer which may include blackouts, business-collared shirts, and/or ties. It is understood and agreed that employees in the wardrobe bargaining unit may wear gum or rubber-soled shoes while working, subject to the Employer’s prior determination that the particular shoes an employee intends to wear provide adequate protection against potential work-related hazards.

     If the Employer voluntarily chooses to provide employees with clothing, employees who are issued such clothing shall reimburse the Employer for such clothing which is lost or stolen if the employee has been directed to place such clothing in a secure location, or if the employee has been allowed to take the clothing from the hotel premises. The amounts of any such reimbursement shall not exceed the Employer’s actual cost of replacing the clothing, and may thereafter be deducted from the employee’s paycheck.

ARTICLE 17
Filming and Video Recording

     17.01. The traveling crews brought in to work in conjunction with such motion picture, filming or video-taping may exercise their normal functions and perform such work as may be required in the operation and maintenance of their Employer’s equipment and shall work in

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conjunction with such members of the regular house crew as are necessary to integrate their equipment and operations with those of the Employer.

     Where, such crews are utilized, the Employer shall not be required to maintain a duplicate number of employees, but there shall be no displacement of bargaining unit employees.

ARTICLE 18
Work Preservation

     18.01. It is recognized that the Employer and the Union have a common interest in protecting work opportunities for all employees covered by this Agreement. Therefore, the jurisdiction of IATSE as set forth under the collective bargaining agreement, shall be limited to those operations directly operated by the Employer, and no work currently or in the past performed by employees covered by this Agreement while employed by the Employer shall be performed only when the Employer shall at all times hold and exercise full control of the terms and conditions of employment of all such employees pursuant to the terms of this Agreement, including, but not limited to, existing Showrooms, Theaters, Lounges or Convention areas.

     18.02. The parties further agree that Section 18.01 above shall apply throughout the premises of the Employer, including any additions or renovations to the premises which may take place during the term of this contract in which the Employer’s employees perform said work and where said employees are on the Employer’s payroll as employees and are paid directly by the Employer.

     18.03. The parties agree that this Article 18 shall not apply to a commercial customer who employs personnel to perform work customarily performed by employees covered by this Agreement, when such work is related exclusively to the commercial customer’s equipment, and such work is performed by regular members of the commercial customer’s organization. For purposes of this Section, the term “commercial customer’s equipment” shall be deemed to include equipment which is leased or rented by the commercial customer. The parties further agree that this Section 18.06 shall be interpreted consistent with the settlement in National Labor Relations Board Case 28-CE-43.

ARTICLE 19
Leaves of Absence

     19.01. Leaves of Absence, without pay, not exceeding six (6) months, shall be granted for reasons of bona fide illness or injury. Any employee absent six (6) or more days, due to illness or injury, whether or not compensable under the terms of the State Industrial Insurance Act, shall upon request, present a release from his treating physician stating that he is physically able to perform the duties of his former position or the one to which he may be assigned by his Employer.

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     Leaves of Absence, without pay, not exceeding six (6) months, may be granted by the Employer at its discretion for other reasons, the duration of which shall be mutually agreed upon by the Employer and the employee. If it is established that an employee on a Leave of Absence has accepted gainful employment during such leave without his Employer’s written permission, he may be terminated without notice. All Leaves of Absence shall be in writing with a copy to the Union.

     Employees on a Leave of Absence may be reinstated in their employment without regard to the procedures established under Article 4 of this Agreement. Regular employees reinstated in their employment after a Leave of Absence will be regarded as retaining their regular employee status.

     19.02. Subject to the provisions of this Article, Leaves of Absence shall not operate to break an employee’s continuity of service for seniority purposes.

ARTICLE 20
Payment of Wages

     20.01. Except as provided in Section 20.02, payment for regular and extra time shall be made within three (3) days following the end of the appropriate pay period in which the work was performed. Employees who quit or are discharged shall be paid in full not later than during the next business day of the payroll office.

     20.02. Upon giving the employee and the Union thirty (30) days’ notice of its intent to do so, the Employer may elect to pay the members of the regular house crew on a bi-weekly or semi- monthly basis, or the Employer may elect that payment for regular and extra time shall be made within eight (8) days following the end of the appropriate pay period in which the work was performed. Regular relief employees who work less than five (5) days per week for the same Employer and extra employees shall be paid on the same basis as the regular house crew; provided, however, that in the event an extra employee demonstrates extreme hardship to the Union steward, the Employer will provide his paycheck within forty-eight (48) hours of the request from the steward (seventy-two (72) if the weekend intervenes). The Employer will provide all non-hardship paychecks for relief and extra employees to the Union Steward for distribution to the employees at the Union hall.

     20.03. If the Employer becomes delinquent in payment of wages or is operating in receivership by a Board of Trade or Creditor’s Committee, or in the case of liquidation or bankruptcy, all wages accrued become due and must be paid at once.

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ARTICLE 21
Safety

     21.01. The Employer will comply with all safety standards required by the State Industrial Insurance System and the Occupational Safety and Health Act insofar as such standards are applicable to the employees covered by this Agreement and will not require an employee to work under hazardous conditions without providing such safeguards as are consistent with established safety practices.

     21.02. Employees are required to comply with all safety policies and practices established by the Employer and to cooperate with the Employer in the enforcement of safety measures.

     21.03. The Employer shall provide individual compartments for wardrobe employees who are members of the regular house crew, or their replacements, for the purpose of storing their handbags or purses while at work. The wardrobe employees shall be responsible for providing their own locks for such compartments.

ARTICLE 22
Equal Opportunity

     22.01. The Employer and the Union agree that, in accordance with applicable laws, neither of them will discriminate against any employee or applicant for employment on the basis of race, religion, age, color, sex, national origin, ancestry or disability. This pledge of non-discrimination applies to registration, dispatchment, employment, training, compensation and all other aspects of the employment relationship covered by law and the terms of this Agreement. For the purposes of this Agreement, the masculine shall include the feminine and the feminine shall include the masculine.

ARTICLE 23
General

     23.01. No employee, who, prior to the effective date of this Agreement, was receiving wage rates in excess of those specified in Article 5 of this Agreement for the classification in which he was employed, shall suffer a reduction in wage rates through the operation of, or because of the adoption of this Agreement, except where any such excess wages were paid because of additional job duties or responsibilities which that employee is no longer required to perform. Employees who are currently being paid in excess of the wage rates herein provided shall, nevertheless, receive the wage increases uniformly applicable to other employees in the same classification.

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ARTICLE 24
Union Representatives and Job Stewards

     24.01 Union Representatives. The Employer agrees that the authorized representatives of the Union shall be granted access at any reasonable time to those areas of the premises where employees represented by the Union are employed, when such visits are necessitated by matters concerning the administration of this Agreement. The Union agrees that its representatives will not interfere with the Employer’s operations or the performance of the Employee’s obligations to the Employer.

     24.02 Job Stewards. The Union may select from among the employees, Job Stewards, whose function, in addition to their normal work, shall be to report to the Business Representative of the Union, grievances or alleged infractions of this Agreement. The Union agrees to notify the Employer in writing of the employee(s) selected to serve as Job Steward(s).

ARTICLE 25
Bulletin Boards — Parking

     25.01. (a) Bulletin Boards. The Employer agrees to make a bulletin board available in an area where notices for stage employees are customarily posted for use by authorized Union representatives to keep members of the bargaining unit informed concerning Union matters. No notices shall be posted without the prior approval of the Employer’s Stage Manager, which approval shall not be withheld arbitrarily. The Employer shall have the right to remove notices which are posted without the Stage Manager’s prior approval where such approval is required. Prior approval shall not be required for notices which are limited to announcing Union meetings, elections, legal rights of employees and pending grievances and their resolutions.

          (b) Parking. If the Employer is providing parking for employees, as of the effective date of this Agreement, it shall continue to do so.

ARTICLE 26
Polygraphs

     26.01. The Employer may not, during the term of this Agreement, require any employees covered under this Agreement to submit to the use of a polygraph or lie detector as a condition of employment or for any other reasons.

ARTICLE 27
Savings Clause

     27.01. In the event any provisions of this Agreement are adjudged by a tribunal in jurisdiction to be violative of any applicable federal or state law, now or hereafter in force, such

37

provisions shall become inoperative, but all other provisions of this Agreement shall remain in full force and effect. The parties agree to negotiate to attempt to cure such invalidity. In the event that the parties are unable to reach agreement, each of the parties agrees to submit its last, best and final proposal to final and binding arbitration. The arbitrator, who shall be selected pursuant to the provisions set forth in Article 11 of this Agreement, shall select the last, best and final proposal of either the Employer or the Union to be included in this Agreement, following a hearing on the matter. The arbitrator shall not have the authority to modify, alter, amend, supplement, add to or delete from either party’s last, best and final proposal. The proposal selected by the arbitrator shall become part of this Agreement as of the date of the arbitrator’s decision.

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ARTICLE 28
Term of the Agreement

     28.01. Except as otherwise provided for herein, this Agreement shall become effective on the 1st day of June, 2002, and shall continue in full force and effect to and including May 31, 2007, and from year to year thereafter, unless either party hereto shall notify the other, in writing, by certified mail, not less than sixty (60) days prior to May 31, 2007, or sixty (60) days prior to May 31, of any succeeding year of a desire to terminate, modify or amend this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By:	/s/ Illegible
	Its: Authorized Representative		Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta
			Its: Co-Trustee

39

#1

MEMORANDUM OF AGREEMENT

RE: SECTION 5.03

     During the negotiations over the terms to be incorporated into the new Labor Agreement, dated June 2, 1989, an understanding was reached with respect to the fourth (4th) paragraph of Section 5.03 which reads:

“Lounge stage conditions shall be applicable to main rooms in those situations where the entertainment policy involves the presentation of sets as opposed to shows.”

The specific understanding was as follows:

     1. In the event that the Employer converts from a show policy to a lounge policy in his main room operation and such conversion involves a reduction in force, reduction shall be administered consistent with the provisions of Section 14.04 and 14.05 hereof.

     2. Further, any employee retained who, prior to the conversion, was classified and paid as Head of Department shall retain his position and shall be paid the hourly rate of pay appropriate to that position.

     3. Finally, it was agreed that if the Employer reverts to a show policy in the main room, the performance rates of pay and conditions applicable to such operations shall become effective immediately.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By :	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By :	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

40

#2

MEMORANDUM OF AGREEMENT

RE: SECTION 5.12

     During the negotiations over the terms to be incorporated in the new Labor Agreement negotiated in June, 1989 an understanding was reached with respect to Section 5.12 which reads:

“No call for men shall be required where nothing more than the initial turning on and final turning off of lights, sound or stage equipment is necessary, subject to the under-standing that Heads of Departments directly involved shall be advised of all matters affecting stage production which involves them and their departments.”

In recognition of the fact that the existing practice as of February 29, 1976 varied from one establishment to the other the specific understanding was as follows:

     1. The Union shall permit the Employer to continue its existing practice as of February 29, 1976 of permitting a performer or musician, while on stage as an integral part of the act or musical presentation, to operate fixed lighting and sound equipment in lounges.

     2. It is expressly understood that this letter is limited to the type and extent of such equipment operated as of February 29, 1976 in the Employer’s establishment.

     3. In no event shall an existing bargaining unit position be eliminated as a result of this letter of understanding.

     4. In the event any person other than a performer or musician, while on stage as an integral part of the act or musical presentation, is needed to operate such equipment, a bargaining unit employee shall be assigned such work.

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     5. In the event the Employer does not have an existing practice as set forth in paragraph 1 above, the existing practice for the Employer shall be determined on the basis of the existing practice as of February 29, 1976 among a majority of other hotels with whom the Union had a collective bargaining agreement.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By :	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By :	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

42

#3

MEMORANDUM OF AGREEMENT

RE: ARTICLE 4

     During the negotiations over the terms to be incorporated in the new Labor Agreement, the following understanding was reached with respect to Article 4:

     It is understood and agreed that the Immigration Reform and Control Act (1-9) standards requires prospective employees to possess proper documentation that enables the prospective employee to work in the United States. To that end, the Employer may send home any applicant, without pay, who cannot comply with required documentation.

     Further, Nevada Revised Statutes 179A requires written authorization from an employee or prospective employee in order for the Employer to conduct a criminal background investigation. To that end, the Union will not object to the Employer requesting an employee or prospective employee to sign such an authorization form that is identical to the form currently approved by Culinary Local 226.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By :	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By :	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

43

#4

MEMORANDUM OF AGREEMENT

RE: AFTERNOON VENUES

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to afternoon venues.

     It was agreed that:

          (a) In the event the Employer decides to add a secondary afternoon entertainment venue, operated by the Employer or a lessee, the Employer may do so at a reduced eight (8) show guarantee. A new eight (8) show wage scale shall be created, and shall be eighty percent (80%) of the agreed upon ten (10) show wage scale.

          (b) Such afternoon venues must commence no earlier than 10:00 a.m., and no later than 4:00 p.m. However, the Employer may present its “afternoon” entertainment for two performances, one evening per week. On that one evening the performances may commence after 4:00 p.m.

          (c) Such afternoon venues must be held on no more than six (6) afternoons per week.

          (d) Where an afternoon venue has already been created, employees currently working on that show are receiving a ten (10) show guarantee, and will continue to do so until ratification of the Master Labor Agreement, or August 1, 1994, whichever is later, at which point, such employees will be reduced to an eight (8) show guarantee. Employees who are hired to work the afternoon venue after August 1, 1994 shall only receive an eight (8) show guarantee.

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          (e) Employees on the regular house crew may, at their option, request to work on the afternoon show. The Employer shall have sole discretion to grant or deny such request. The Employer shall not require such employees to work an afternoon venue.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible Its: Authorized Representative	By:	/s/ Illegible Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible Robert Trombetta
			Its: Co-Trustee

45

#5

MEMORANDUM OF AGREEMENT

RE: MINIMUM CALLS, PSCA RATES, AND JOB STEWARDS

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     1. All call-outs at the Employer’s facility will be subject to no more than a two (2) hour minimum, regardless of whether the Employer or its lessee or commercial customer is the employer of the subject employees and who requested such call-out.

     2. All hourly rates contained in the PSCA agreement, which expired on August 31, 1994, for classifications not specified in the Master Labor Agreement and for work outside the Master Labor Agreement shall apply to the Employer, its lessee or commercial customer when such work is performed by Union personnel at the Employer’s facility. The rates in the PSCA agreement shall increase at the time any new increases take effect in the Master Labor Agreement, and shall increase in the same increments.

     3. The Employer shall not be required to assign a job steward to a job at a department head hourly rate to perform payroll functions when a department head is present.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible Its: Authorized Representative	By:	/s/ Illegible Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible Robert Trombetta
			Its: Co-Trustee

46

#6

MEMORANDUM OF AGREEMENT

RE: TELEVISION WORK

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     1. Industrial television work is within the Union’s work jurisdiction.

     2. Industrial television work shall be defined as (a) producing and/or recording a video product, which is utilized exclusively in the greater Las Vegas Valley market, commercially or otherwise, (b) video electronic work is performed in connection with developing educational and/or instructional products, or (c) the product is for the private use of individual groups or associations, and (d) which is work that does not fall under the criteria set out for determining “Broadcast” television work, i.e., when the job requires work to be performed which will result in a product of a kind, that is produced for or by a network, a cable television company, satellite transmission (excluding video conferencing), syndication, or mass production for markets outside the greater Las Vegas Valley, and Telethons.

     Television work, as defined above in (a), (b), or (c), shall not be considered to be industrial television work if (1) it is “in-house” work performed for an “in-house” purpose, or (2) it is non-commercial video or recording performed by the industrial client for an “in-house” purpose.

     3. When such work is performed on the property of the Employer, the hourly rates set forth in the Master Labor Agreement shall apply, unless the rates set forth in the PSCA agreement are less. The parties recognize that the following wage rates are the hourly wage rates that appear in the PSCA agreement that expired on August 31, 1994, for the following industrial television classifications:

	Industrial Rate
Job Classification	2002-2003		2003-2004		2004-2005		2005-2006		2006-2007
Technical Director		26.78		27.58		28.41		29.66		30.14
Video Control		26.45		27.25		28.06		28.91		29.77
TV Audio Technician (A-l)		27.28		28.09		28.94		29.81		30.70
Slow Motion Machine Operator/ Video Tape Editor		24.48		25.22		25.98		26.76		27.56
TV Electronic Camera Operator		24.48		25.22		25.98		26.76		27.56
Hand-Held Camera Operator/ Beta Cam		26.48		27.28		28.10		28.94		29.81
Assistant TV Audio Technician (A-2)		24.48		25.22		25.98		26.76		27.56

47

	Industrial Rate
Job Classification	2002-2003		2003-2004		2004-2005		2005-2006		2006-2007
TV Sound Boom Operator		24.48		25.22		25.98		26.76		27.56
Video Recording Machine Operator		24.48		25.22		25.98		26.76		27.56
Character Generator Operator		24.48		25.22		25.98		26.76		27.56
Audio/Visual Utility Person		22.60		23.28		23.98		24.97		25.44
Crane Operator		24.48		25.22		25.98		26.76		27.56

     These rates shall increase at the time any new increases take effect in the Master Labor Agreement, and shall increase in the same increments.

     4. If a commercial customer or lessee informs the Employer of its needs for “Broadcast” television work, the Employer will provide the commercial customer or lessee with a list of vendors that provide such work and with whom the Union has an agreement. Nothing herein requires such commercial customer or lessee to use a vendor from that list.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THE ATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible Its: Authorized Representative	By:	/s/ Illegible Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible Robert Trombetta
			Its: Co-Trustee

48

#7

MEMORANDUM OF AGREEMENT

RE: INDUSTRIAL OR COMMERCIAL WORK

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     With respect to industrial and commercial work, all hourly work performed on an employee’s sixth (6th) consecutive day of work shall be compensated for at one and one-half times (1 1/2x) the employee’s appropriate hourly rate of pay. All hourly work performed on an employee’s seventh (7th) consecutive day of work shall be compensated for at two times (2x) the employee’s appropriate hourly rate of pay. All work performed on the following legal holidays shall be compensated for at two times (2x) the appropriate rate of pay: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. This Memorandum of Understanding No. 7 shall not apply to members of the Employer’s regular house crew, including regular relief, unless they are performing industrial or commercial work on behalf of a commercial customer or lessee.

     It is recognized that union members occupying the following classifications may perform industrial or commercial work from time to time at the Employer’s facility on behalf of a commercial customer or lessee. In such cases, the parties agree that the following PSCA rates from the PSCA agreement that expired on August 31, 1994, shall apply to such employees:

	Rate
Classification	2002-2003		2003-2004		2004-2005		2005-2006		2006-2007
Carloaders (hourly)		24.48		25.22		25.98		26.76		27.56
Carloaders (per car)		73.44		75.66		77.94		80.28		82.68
Gaffers		20.53		21.14		21.78		22.43		23.11
Wardrobe Attendant/ Seamstress		22.60		23.28		23.98		24.97		25.44
Hairdressers		24.48		25.22		25.98		26.76		27.56

49

     These rates shall increase at the time any new increases take effect in the Master Labor Agreement, and shall increase in the same increments.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible Its: Authorized Representative	By:	/s/ Illegible Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible Robert Trombetta
			Its: Co-Trustee

50

#8

MEMORANDUM OF AGREEMENT

RE: PRE-EMPLOYMENT DRUG TESTING

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     The parties agree that it is mutually advantageous to the Employers and the employees represented by the Union to minimize the time and effort devoted to pre-employment drug testing. Therefore, the Employers and the Union shall continue to meet and negotiate concerning the establishment of a drug testing program to be administered by the IATSE Local 720 — Nevada Resort Association Training Trust, a jointly administered Taft Hartley Fund. The parties contemplate all applicants represented by Local 720 being required to be tested once or twice per year, at the employer’s expense, by a mutually agreeable independent laboratory, and being given a certificate/card showing the test results, which the employee would show at the time of applying for employment, and which would be all the employee would need to fulfill any pre-employment drug testing requirements of the Employers. The parties further contemplate that the NRA/IATSE 720 Training Trust will be charged with designing and administering such a program by entering into a contract with the laboratory, collecting an additional mutually agreeable amount from employers to pay for the testing, and paying the laboratory directly.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible Its: Authorized Representative	By:	/s/ Illegible Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible Robert Trombetta
			Its: Co-Trustee

51

#9

MEMORANDUM OF AGREEMENT

RE: APPLICATION PROCEDURES

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     The parties agree that it is mutually advantageous to the Employers and the employees represented by the Union to minimize the time and effort devoted to application procedures. Therefore, the Employers and the Union agree to continue meeting as needed to reach agreement on a standard application questionnaire which applicants represented by Local 720 could fill out and present upon application, in lieu of separate special employment applications now used by each different employer. Presentation of such a completed questionnaire at the time of application for employment would fulfill the employer’s requirement of all applicants filling out special applications.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By:	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

52

#10

MEMORANDUM OF AGREEMENT

RE: FAMILY AND MEDICAL LEAVE ACT

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     The parties agree that it is mutually advantageous to the Employers and the employees represented by the Union to address the implications of the Family and Medical Leave Act and related issues in the collective bargaining agreement. Therefore, the Employers and the Union agree to continue meeting as needed to reach agreement on mutually agreeable language addressing the Family and Medical Leave Act and related issues.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By :	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By :	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

53

#11

MEMORANDUM OF AGREEMENT

RE: AUDITIONS, FASHION SHOWS, PUBLICITY OR REHEARSAL CALLS

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     On those occasions when the Employer schedules auditions, fashion shows, publicity, or rehearsal calls or commercial functions that involve the use if costumes associated with the production show or act then being presented by the Employer in his Main Showroom, Lounge or Legitimate Theater, the Employer shall call such wardrobe employees covered by this Agreement, as he deems necessary to perform the work required. Such employees shall be paid the appropriate hourly rate, whichever is applicable. The parties further recognize that the Employer shall not be required to pay wardrobe employees the industrial or commercial rate, where the wardrobe employees are being assigned by the Employer primarily for the benefit of the Employer, such as to accompany costumes.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By:	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

54

#12

MEMORANDUM OF AGREEMENT

RE: WARDROBE HEAD OF DEPARTMENT AND STAFFING

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     Where the Employer has not done so in the past, nothing in the Master Labor Agreement shall require the Employer to employ Wardrobe Head of Department, or to compensate an employee at the Wardrobe Head of Department rate. Nothing in the Master Labor Agreement shall require the Employer to employ more than one Head of Department in the Convention Department or Laser Department, even in the absence of the Head of Department, excluding extended leaves of absence and vacations.

RE: ARTICLE 5, NOTE 4 — #l-#4

     During the negotiations, the parties agreed that when the Employer, as per Article 5, Note #4, determines the duties and/or skills of a seamer or an additional classification normally found in a Wardrobe shop is required, the following rates shall be paid subject to the conditions found in Note #4 of this Agreement:

55

	2002-2003		2003-2004		2004-2005		2005-2006		2006-2007
	Per Hour		Per Hour		Per Hour		Per Hour		Per Hour
Seamstress	$	16.00	$	16.48	$	16.98	$	17.49	$	18.01

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By:	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

56

#13

MEMORANDUM OF AGREEMENT

RE: NEUTRALITY

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     The parties agree that at such time as the Local Joint Executive Board of Las Vegas a.k.a. Culinary Local 226 exercises its rights under its “neutrality” or “Union Again” language contained in its collective bargaining agreement with the Employer, IATSE Local 720 shall immediately have the same rights in respect to neutrality and transfers.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By:	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

57

#14

MEMORANDUM OF AGREEMENT

RE: LABOR MANAGEMENT COOPERATION COMMITTEE

The Union and the Employer agree that it is in the best interest of both parties and the employees covered by this contract to communicate concerning common concerns on an on-going basis, to maintain working conditions for the employees and services for the employer and its guests and clients. To better accomplish this, the parties agree that a labor management cooperation committee will be created, with three members appointed by each party, to meet on a quarterly basis, on the fifteenth of January, April, July and October, to discuss whatever topics the committee members decide upon, in an effort to mutually resolve issues before they become problems or issues of dispute between the parties.

     DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THEATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By :	/s/ Illegible
	Its: Authorized Representative		Dennis Brook Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta Its: Co-Trustee

58

#15

MEMORANDUM OF AGREEMENT

RE: MODIFICATION TO ARTICLE 5, SECTION 5.13 (“TIME-OFF”)

     During the negotiations over the terms to be incorporated in the new labor Agreement, the following understanding was reached:

The Employer may call an employee with split days off into work at 10:00 a.m. on the first day of the employee’s new work week for the purpose of performing necessary repairs, if the employee so consents, and pay that employee the appropriate straight-time rate of pay.

DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THE ATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By:	/s/ Illegible
	Its: Authorized Representative		Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta
			Its: Co-Trustee

59

#16

MEMORANDUM OF AGREEMENT

RE: PROMOTIONAL EVENTS

     During the negotiations over terms to be incorporated in the new Labor Agreement, the following understanding was reached between the Union and the Tropicana Resort and Casino with respect to the following:

     For any and all promotional events held by, sponsored by and/or conducted by the Employer (hereinafter “Promotional Events”), the Employer shall not be required to use Tropicana house crew stagehands or wardrobe employees in the following situations: (1) when work that would otherwise be performed under this Agreement by the Tropicana house crew stagehands or wardrobe employees involves work relating to or covered by a warranty or guarantee; and/or (2) when work that would otherwise be performed under this Agreement by the Tropicana house crew stagehands or wardrobe attendants involves work that is customarily performed by a regular employee(s) of an outside employer as per Article 18, Section 18.02 of this Agreement. Additionally, and with respect to Promotional Events only, nothing in this Agreement shall be construed to require the Employer to use or schedule Tropicana house crew stagehands or wardrobe employees for work when such work or scheduling results in overtime and/or payment of wages at premium or penalty rates to the referenced Tropicana house crew employees under the Agreement or pursuant to the provisions of any applicable law, rule or regulation of any governmental agency having jurisdiction over the parties hereto.

DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THE ATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By:	/s/ Illegible
	Its: Authorized Representative		Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta
			Its: Co-Trustee

60

#17

MEMORANDUM OF AGREEMENT

Re: Section 5.11(b) Rehearsals

     During the recent negotiation, the parties came to the following agreement in regard to rehearsals only. Strike and/or set-up time between shows can be used for the strike or set-up of show paraphernalia that falls within the seven and one-half (7 1/2) minutes in regard to rehearsals. If additional time is required, it shall be paid based on the five (5) minute incremental language in the contract, capped at fifteen (15) minutes. If fifteen (15) minutes is exceeded, the one (1) hour minimum call language shall be activated.

     Rehearsals that are scheduled other than between shows shall be staffed only by employees of those departments activated based on the requirements of the rehearsal. Those individuals may assist one another as necessary between departments as long as the assignment to more than one department is less than fifty percent (50%) of the individual’s total work call.

DATED this 21 day of April, 2003.

For the Employer:		For the Union:
TROPICANA RESORT AND CASINO		INTERNATIONAL ALLIANCE OF THE ATRICAL STAGE EMPLOYEES, MOVING PICTURE TECHNICIANS, ARTISTS AND ALLIED CRAFTS OF THE UNITED STATES ITS TERRITORIES AND CANADA, AND ITS TRUSTEED LOCAL 720, LAS VEGAS, NEVADA
		For IATSE Local 720
By:	/s/ Illegible	By:	/s/ Illegible
	Its: Authorized Representative		Dennis Brook
			Its: Co-Trustee
		For IATSE
		By:	/s/ Illegible
			Robert Trombetta
			Its: Co-Trustee

61

EX-10.23

EXHIBIT 10.23

COLLECTIVE BARGAINING AGREEMENT

BETWEEN

INTERNATIONAL UNION OF OPERATING
ENGINEERS

LOCAL 68-68A-68B, AFL-CIO

AND

TROPICANA CASINO AND RESORT

Site: Atlantic City, NJ

MAY 1, 2006 — APRIL 30, 2011

     AGREEMENT made and entered into           , by and between TROPICANA CASINO AND RESORT , Iowa Avenue and Boardwalk, Atlantic City, New Jersey, hereinafter referred to as “Employer,” “Casino,” or “Hotel,” and INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B, AFL-CIO, 11 Fairfield Place, West Caldwell, New Jersey, hereinafter referred to as the “Union.”

WITNESSETH

     WHEREAS, the parties hereto desire to cooperate to stabilize labor relations by establishing general standards of wages, hours, and other conditions of employment, and to insure the peaceful, speedy, and orderly adjustment of differences that may arise from time to time between Employer and its employees, without resort to strikes, lockouts, boycotts, slowdowns or other economic interferences with the smooth operation of the Hotel business of the Employer.

     NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows^:

ARTICLE I — RECOGNITION

     1. Employer recognizes the Union as the sole and exclusive collective bargaining representative of the following employees employed by the Employer in Atlantic City, New Jersey.

          (a) Stationary Engineers ( ie., those employees responsible for successful operation and ordinary maintenance of steam boilers, irrespective of pressure, steam, or gas

or electrical engines; refrigeration and air conditioning equipment; and auxiliary power plants).

          (b) Maintenance Mechanics ( ie., those employees responsible for the general repair and maintenance of the Hotel facilities and appurtenances ).

          (c) C Mechanics ( ie., those employees responsible for general policing, cleaning and maintenance of gardens and interior plants; external grounds, walks, drives, streets contiguous to the properties, garages, rooftops, and thoroughfares; operates hand tools and equipment to accomplish same; performs casual labor, including, but not limited to, changing filters and light bulbs and delivering supplies and materials; driving vehicles and removing snow, utilizing other than ride-on equipment, and other duties not requiring the special training and experience of a skilled journeyman ).

     2. (a) It is further understood and agreed that reconstruction, maintenance, renovation, alteration and/or rehabilitation of the Hotel and its facilities and appurtenances are covered by this Agreement, when the Employer considers it feasible. The Hotel expressly reserves the right to have such work performed in such manner and by such employees, as may be furnished by a subcontractor who customarily engages in such types of work, and who has or will become signatory to an Agreement with the respective trade that will be performing said work.

     During the term of this Agreement, if work is outsourced to Atlantic Thermal Systems, the Hotel agrees to require Atlantic Thermal Systems to abide by the terms of the agreement reached between Atlantic Thermal Systems and Local 68 for Trump Plaza’s operations.

     (b) The parties specifically agree that Article 1, Section 2(a) shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sublease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five percent (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been

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built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract. Article 1, Section 2(a) does not apply to space occupied by health club, spa or salon operations, food, snack or beverage operations commonly referred to as “fast food” operations and retail operations in general which space is leased, contracted or subcontracted to third parties. The parties have agreed to a side agreement where future leased space would also be exempt from the provisions of Article 1, Section 2(a). All other space leased or subcontracted after the effective date of Agreement not described in this Section 2(b) shall be covered under Article 1, Section 2(a).

     (c) The Tropicana agrees that after an initial start up period to offer its tenants major repair and maintenance of the electrical, steam, gas, water, sewer, HVAC and alarm systems (collectively Base Systems) to the extent (l) such type of work is performed by bargaining unit employees at its property consistent with Section 2(a) and (2) it is the Employer’s judgment that such work is critical to maintain the operations of the Base Systems of the Tropicana and that is in the business interest of the Tropicana under the following conditions:

1. The Tenant agrees to hold the Tropicana harmless in all respects of any claims of damages in connection with such services, including but not limited to, defect in workmanship by Tropicana’s Employees.

2. The Tropicana in its judgment, has the available staff to perform the work without interfering with its own work and without additional training so as to complete the repair in a timely manner as set by the Tropicana, based on its priorities and which timeframe is satisfactory to the tenant.

-3-

3. The tenant agrees to pay for the equipment and services as determined by the Tropicana. The Union understands that tenants who do not promptly pay for these services will not be eligible for such services in the future.

     The Union’s business agent may approach Tropicana’s tenants who had declined an interest in general, for any of the above services, and with pre-approval of Tropicana, to discuss the potential with the tenant of offering Tropicana’s services as described above with the understanding that (l) the Union can not be coercive or disruptive in any manner, (2) the decision to utilize the services is the tenant’s to make, and (3) the ultimate commercial transaction is in the discretion of the Tropicana.

     3. It is understood that general maintenance work will include occasional routine electrical and work of other crafts within the Maintenance Department which is not a full-time nature.

     4. The parties recognize that the State of New Jersey Casino Control Act (Act), provides that Unions seeking to represent employees licensed under the Act are required to register with the Casino Control Commission. It is understood and agreed that, unless exempted from the registration requirements, the Union will, as a condition of this Agreement, so register. Should the Union fail for any reason to obtain an exemption from registration or to obtain timely and valid registration or should such registration, once obtained, be suspended or cancelled, the Employer’s recognition of the Union and its obligation to bargain with the Union and to observe the provisions of Article I, Paragraph 1 hereof, or to deal with the Union under Article XIV hereof, shall terminate; provided, however, that upon obtaining an exemption from registration or upon registration as required under the Act within the term of this Agreement and the provisions thereof so terminated shall be reinstated.

ARTICLE II — EMPLOYMENT AND UNION SECURITY

     1. It shall be a condition of employment that all employees covered by this Agreement who are members of the Union in good standing on the effective date of this

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Agreement, shall remain members in good standing, and those who are not members on the effective date of this Agreement shall, on or after the 90th day following the effective date hereof, become members in good standing in the Union. In the event that any employee fails to comply with the requirements of this section to the extent of tendering customary dues and initiation fees, Employer shall summarily discharge that employee upon receipt of written demand therefor from the Union. The ninety (90) day period during which new employees are not obligated to become members of the Union shall be designated as a trial or probationary period for the benefit of the Employer, during which period Employer has the right to discharge said employee without cause, and said probationary employees shall not be covered by this Agreement nor derive any benefits thereof.

     2. Whenever additional employees are required, Employer shall notify the Union, and the Union shall assist Employer in obtaining qualified and competent employees, reserving to itself the right of first referral for potential employees, provided, however, nothing herein contained shall preclude Employer from employing workers on the open market. Whenever an employee is hired or rehired, Employer shall within thirty (30) days notify the Union in writing of the name and address of said employee.

     3. Union agrees to furnish Employer with a memorandum showing the amount of dues payable as members of the Union by each of the employees covered by this Agreement. Likewise, Union agrees to furnish Employer with a memorandum showing the amount of initiation fees, if any, payable by each new member covered by this Agreement. Upon receipt of such memoranda and upon receipt of a signed authorization from the employee, Employer agrees to deduct dues and initiation fees from the wages or salaries of the respective employees pursuant to the aforesaid memoranda. Such written authorization shall be irrevocable for successive periods consistent with and coincident to the periods or dates of succeeding collective bargaining agreements between the parties hereto. Notwithstanding the foregoing, if any employee notifies the Employer and the Union in writing fifteen (15) days before the expiration of the time periods stated above of his wish to revoke its authority, the same shall be honored.

     4. The Union will defend, indemnify, and save harmless the Employer against and from any and all claims, demands, liabilities and disputes arising out of or by reason of

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action taken or not taken by the Employer for the purpose of complying with Section 3 of this Article.

     5. If the Employer fails to remit deducted share fees, initiation fees, dues or contributions to the Union or the Funds as applicable, after thirty (30) days of the fifteenth of the month following their deduction, the Union may bypass the grievance procedure and file directly for arbitration. Notwithstanding anything in this Agreement to the contrary, if the arbitrator finds that the delinquency violates this Agreement, the arbitrator may award interest, at the prime rate, for the period that the delinquent amounts remained outstanding and may award the Union costs of the arbitration. As a condition to the Union’s proceeding directly to arbitration in the above manner, the Union must serve the Human Resource Department with at least fourteen (14) days written notice, via certified mail, of the delinquent fair share fees, initiation fees, dues or contributions after the above time period has passed.

ARTICLE III — MANAGEMENT RIGHTS

     1. The Union recognizes that the Management of the Hotel and the direction of the working force is vested exclusively in the Employer, including, but not limited to, the right to schedule work; to assign work and working hours to employees; to establish quality and production standards and the most efficient utilization of his services; to hire, promote, transfer, discharge or relieve employees from duty because of lack of work; install and utilize the most efficient equipment; and to create or eliminate any or all operations or job classifications, subject to the seniority provisions herein contained. The Employer shall have the right to make and enforce reasonable rules for the conduct and appearance of employees not inconsistent with the provisions of this Agreement.

     2. It is understood that all Management rights held prior to the execution of this Agreement, other than those specifically surrendered by this Agreement, continue to be retained by the Employer.

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ARTICLE IV — CONTROL AND DISCHARGE

     1. The Employer shall have the sole right to direct and control his employees. Employer reserves the right, which right is hereby recognized by the Union, to hire, retain, promote, demote, transfer, lay off, suspend, discharge or rehire according to the requirements of the business and according to skill and efficiency, giving due consideration to seniority. Employer shall have the unquestioned right to suspend or discharge employee for actions such as, but not limited to, dishonesty, willful misconduct, incompetence, drinking or drunkenness on the job, insubordination, other good cause, or participation in a proven, deliberate slowdown, work stoppage, or strike or violation of this Agreement; provided, however, the Union does not waive its right to grieve and arbitrate, nor is this section intended to affect the Employer’s burden of proving just cause when, in its opinion, there has been a flagrant miscarriage of justice.

     2. The Employer agrees not to give any further consideration in subsequent disciplinary actions of any discipline that is beyond two (2) years (one year for attendance). This limitation does not apply to any discipline which impacts legal obligations e.g. harassment, discrimination, etc.

     3. It is further understood and agreed that, as a condition of employment, Union members employed in the Employer’s Casino Hotel must be licensed under the Act. If a Union member fails to obtain such a license or loses such a license for any reason, he shall be released from employment, and such release shall not be subject to the grievance procedure of this Agreement nor shall any other action against the Employer, provided, however, that should the Union Member’s license subsequently be issued or reinstated, he will be eligible for re-employment if a vacancy exists in his job classification.

ARTICLE V — SENIORITY

     1. For purposes of this Agreement, seniority shall be defined as length of continuous service from the employee’s last employment date.

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     2. The seniority of employees who successfully complete the ninety (90) days probationary period set forth in Article II, Paragraph 1 above, shall date from that employee’s date of hire and accrue only during active employment in the bargaining units.

     3. Seniority shall be broken by any of the following events:

          (a) Voluntary quit;

          (b) Discharge for cause;

          (c) Failure because of layoff or any other reason to perform any work for the Employer for six (6) months (one (1) year for worker’s compensation) to a period equal to the affected employee’s seniority at the time he last ceased active work for the Employer, whichever period is shorter, unless required to be longer, as an accommodation under state or federal law which extension or lack thereof, is not subject to the grievance and arbitration procedure. FMLA and NJFLA leave runs concurrently with leaves under this Agreement to the extent applicable.

          (d) Failure to report to work on the next scheduled work day after the Employer sends notice of recall from layoff by telegram to the employee’s last known address, or failure to so report on the second scheduled work day after such notice is sent by registered or certified mail.

          (e) Failure to report for work upon expiration of a leave of absence.

          (f) Absence from work without notice to the Employer for two (2) consecutive work days.

     4. Failure to report or failure to notify the Employer under Subsections (d), (e) or (f) shall not result in a break in seniority, if such failure is due to conditions beyond the employee’s control. Any loss of seniority under Subsections (d), (e) or (f) shall constitute a voluntary leaving of work without good cause.

     5. Shop stewards will receive superseniority for purposes of layoff and recall assuming they are qualified to perform the existing work in the opinion of the Company. The Unions can only designate one shop steward per bargaining unit for this purpose.

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ARTICLE VI — NO DISCRIMINATION

     1. There shall be no discrimination against any employee because of Union membership or lawful Union activities or because of race, color, sex, age, creed, national origin, ancestry, or liability to military service.

     2. The parties recognize and agree to comply with the Equal Employment Opportunity and Affirmative Action requirements of the New Jersey Casino Control Act and the Affirmative Action program adopted by the Employer in compliance therewith.

ARTICLE VII — VACATIONS

     1. All employees covered by this Agreement at the conclusion of their first anniversary year of employment shall be entitled to one (l) week of vacation, with pay.

     2. All employees covered by this Agreement who shall have been regularly employed for two (2) years, but less than eight (8) years, shall receive two (2) weeks vacation, with pay.

     3. All employees covered by this Agreement who shall have been regularly employed for more than eight (8) years, but less than ten (10) years, shall receive three (3) weeks vacation, with pay.

     4. All employees covered by this Agreement who shall have been regularly employed for more than ten (10) years, shall receive four (4) weeks vacation, with pay. The fourth week may, with mutual consent, be taken on a per day basis, provided the employee gives the Employer ten (10) days notice of the day to be taken.

     5. Vacations shall be taken at the convenience of the Employer, but seniority shall be recognized in scheduling the same.

     6. All employees who have completed more than one (l) year of employment whose employment is terminated for reasons other than cause, shall be entitled to a proration of earned vacation for the year in which the termination or retirement of said employee occurs.

     7. Vacation time cannot be accumulated from year to year, but must be taken within the current calendar year.

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     8. Employees vacations shall be reduced on a pro-rated basis for any leave of absence consistent with the Employer’s leave policies for its unrepresented employees. Employees must use up to half of their vacation entitlement while on FMLA and NJFLA leave, as long as at least the same is required for the Employer’s unrepresented employees.

ARTICLE VIII — HOLIDAYS

     1. All employees covered by this Agreement shall be granted a holiday with pay on the following days:

New Year’s Day	January 1st
Memorial Day	Last Monday in May
Independence Day	July 4th
Labor Day	1st Monday in September
Veteran’s Day	November 11th
Thanksgiving Day	4th Thursday in November
Christmas Day	December 25th
*Two Personal Days	To be taken during employee’s anniversary year

* At least one (l) week’s notice for personal holidays is required with Employer reserving the right of refusal when business conditions dictate.

     2. When an Employee’s normal work shift includes a holiday and he will not be required to work on the Holiday, the Employer shall notify him at least seven (7) days before the holiday.

     3. Holiday pay shall consist of eight (8) hours of straight-time pay. Employees who are required to work on a holiday shall be paid time and one-half (l 1/2) for work performed on said holiday in addition to the holiday pay.

     4. In order to qualify for holiday pay, the employee must report for work on his last scheduled day before said holiday and his first scheduled day after said holiday, unless said requirement is specifically waived by Employer. If an employee is scheduled to work on a holiday but does not report for work, he shall not receive holiday pay unless he shall have been excused by his Employer from working on said holiday.

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ARTICLE IX — HOURS OF WORK OVERTIME

     1. The regular work week shall consist of five (5) consecutive days and the regular work day shall consist of eight (8) consecutive hours.

     2. Time and one-half (l 1/2) shall be paid for all time worked in excess of eight (8) hours in any one day or in excess of forty (40) hours in any one week. There will be no pyramiding of daily or weekly overtime or premium pay under any of the terms of this Agreement.

     3. If an employee is scheduled to work for any eight (8) hour shift, employee shall receive one-half (1/2) hour break, as near the middle of the shift as is possible, on Employer’s time.

     4. Overtime and holiday time shall be paid for and shall not be compensated for by giving employee time off.

     5. Four Ten Hour Shifts — Under this provision, the Employer shall have the right to establish four (4), ten (10) hour shifts. Overtime shall be paid for all hours worked beyond ten (10) in any one day or forty (40) in one week at one and one-half (l 1/2) times the basic hourly wage rate.

     If the Employer utilizes this option after a sixty (60) day trial period, either party may notify the other in writing that it no longer desires to retain this provision in the Contract and upon such notice, this shift option shall terminate.

ARTICLE X — WAGES

     1. All employees working in any of the classifications in the schedule annexed hereto shall be paid each week for services performed.

     2. Attached hereto and marked “Schedule A” and made part of this Agreement are the wage scales applicable to the employees. The wage scale set forth in said schedule is a minimum wage rate only.

     3. Whenever an employee shall be called out in an emergency, he shall be paid for no less than four (4) hours regardless of the number of hours actually worked by him.

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ARTICLE XI — VISITATION

     Representatives of the Union shall have the right to visit the Hotel at reasonable times in order to investigate matters covered by this Agreement and grievances hereunder. Said visits shall not be made at such time or in such manner as shall prevent the orderly operation of the Hotel business, and Union’s representatives shall notify the Employer’s Director of Industrial Relations or his designated representative immediately upon arrival at the Employer’s premises.

ARTICLE XII — BENEFITS

1. Welfare Fund: The Employer agrees to make contributions to the Union Welfare Fund as per “Schedule A” annexed hereto. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

     In the event the Employer(s) determine that any other Participating Employer currently pays or is allowed by the Union to pay lesser contributions than the Employer, then at such time the Employer shall automatically reduce its contribution to the lowest rate of any Participating Employer. In the event the Union allows a Participating Employer to withdraw from the Fund and such Participating Employer obtains health insurance for its Union employees at a lower rate, then the Employer(s) may automatically reduce its Fund contribution to the same rate.

2. Pension Fund: The Employer agrees to make contributions to the Union Pension Fund as per “Schedule A” annexed hereto. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for every employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

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3. Apprentice Training Fund: The Employer agrees to make contributions to the Apprentice Training Fund as per “Schedule A” annexed hereto. All contributions are for all straight time hours paid, not to exceed 2,080 hours per year, for each employee covered hereby, retroactive to the first (1st) day worked on behalf of employees who have completed their probationary period.

4. Such contributions shall be made for all hours which an employee gets paid, thus including payment for holidays and paid vacations.

5. Annuity Fund: The Employer agrees to make contributions to the Union Annuity Fund as per “Schedule A” annexed hereto. The Employer agrees to contribute twenty-five cents ($.25) per hour, per employee, for each hour worked by employees covered herein, to the Union Annuity Fund. The Employer agrees to contribute any other contribution specified in “Schedule A” annexed hereto, to the Annuity Fund on all hours worked or paid, including overtime hours, holiday and vacation.

6. The Union will have the right thirty (30) days prior to the end of each contract year to reallocate wage increases to the Health and Welfare Fund. Any money reallocated will be paid on straight-time hours worked or paid, not to exceed 2,080 hours in a contract year. Any money reallocated to the Health and Welfare Fund cannot be diverted back into wages.

7. If the Employer fails to remit deducted share fees, initiation fees, dues or contributions to the Union or the Funds as applicable, after thirty (30) days of the fifteenth of the month following their deduction, the Union may bypass the grievance procedure and file directly for arbitration. Notwithstanding anything in this Agreement to the contrary, if the arbitrator finds that the delinquency violates this Agreement, the arbitrator may award interest, at the prime rate, for the period that the delinquent amounts remained outstanding and may award the Union costs of the arbitration. As a condition to the Union’s proceeding directly to arbitration in the above manner, the Union must serve the Human Resource Department with at least fourteen (14) days written notice, via certified

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mail, of the delinquent fair share fees, initiation fees, dues or contributions after the above time period has passed.

ARTICLE XIII — NO STRIKES, NO LOCKOUTS

     Both the Union and the Employer recognize the service nature of the Hotel business and the duty of the Employer to render continuous and hospitable service to the public in the way of lodging, food and other necessary accommodations. Therefore, the Union agrees that it will not call, engage in, participate in, or sanction any strike, sympathy strike, work stoppage, picketing, sit-down, sit-in, boycott, refusal to handle merchandise, or other interference with the conduct of the Employer’s business for any reason whatsoever, including the dealing by Employer with non-union suppliers or deliverymen; nor will Union interfere with any guest or tenant at the Hotel engaged in selling or exhibiting non-union made merchandise or in so doing employing non-union help. Employer agrees that it shall not lockout its employees or any part of them covered by this Agreement. Any such action shall be a violation of this Agreement.

ARTICLE XIV — GRIEVANCES AND ARBITRATION

     1. For the purpose of this Agreement, a grievance is defined as a complaint, dispute, or controversy between the parties to the application or interpretation of this Agreement. All grievances shall be presented by either party to the other within five (5) working days of their origin in order to be raised in a timely fashion. All grievances not raised in a timely fashion or not processed in accordance with the time periods set out below shall be considered waived and abandoned.

     2. The following procedure shall be followed exclusively in the settlement of all grievances arising under this Agreement.

          Step 1. The first step of the grievance procedure shall be between the employee and/or the shop steward and the employee’s supervisor. If the employee is dissatisfied with the action taken by the supervisor on his grievance, the employee shall

          

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reduce the grievance to writing and present the written grievance to his supervisor within two (2) working days of the supervisor’s verbal response.

          Step 2. If the grievance is not resolved in Step 1, then the shop steward shall forward the written grievance to the department head within three (3) working days of the response of the supervisor.

          Step 3. In the event that the grievance is not adjusted satisfactorily after the timely presentation of the written grievance to the department head, then a meeting between the Union Business Agent and a designated representative of the Hotel shall be arranged.

          Step 4. In the event that the grievance is not adjusted satisfactorily at Step 3, then the matter may be referred to the American Arbitration Association for final and binding arbitration within fourteen (14) calendar days of the unsatisfactory response to Step 3.

          It is understood that the parties, by mutual agreement, may extend the time periods for processing grievances.

          In the event that the Employer is the aggrieved party, the Employer may begin the processing of the grievance at Step 3.

          Grievances shall not be processed by shop stewards or Union officials during working hours, unless mutually agreed to between the Union and the Company.

          In the event that a grievance is referred to arbitration, the grievance shall be submitted to the Industrial Arbitration Tribunal of the American Arbitration Association with the request that the Association send to the parties a list of arbitrators pursuant to its procedures. A grievance in dispute shall be heard by the arbitrator, and his decision or award shall be final and binding upon the parties hereto. The expenses incident to the arbitration shall be borne equally by the Union and the Employer. Only one grievance at a time shall be heard by the arbitrator unless otherwise agreed to by the parties. The arbitrator shall not have the power to add to, subtract, or modify any of the terms of this Agreement.

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ARTICLE XV — APPRENTICESHIP AND TRAINING PROGRAM

     1. Each employer who employs at least ten (10), but less than twenty (20), engineers, excluding apprentices, shall, at all times he employs said number of engineers, employ at least one apprentice engineer. Further, each Employer who employs twenty (20) or more engineers, excluding apprentices, should, at all times he employs said number of engineers, employ at least two (2) apprentice engineers. There is no obligation to employ an apprentice at the end of the apprenticeship period.

     2. Apprentice engineers will be compensated at the following rates during the period of training :

1st 6 months	60% of Mechanic “A” rate
2nd 6 months	65% of Mechanic “A” rate
3rd 6 months	70% of Mechanic “A” rate
4th 6 months	75% of Mechanic “A” rate
5th 6 months	80% of Mechanic “A” rate
6th 6 months	85% of Mechanic “A” rate
7th 6 months	90% of Mechanic “A” rate
8th 6 months	95% of Mechanic “A” rate

NOTE: Apprentice engineer compensation percent will be computed on the current rate for Mechanic “A.”

ARTICLE XVI — SAFETY

     1. The Union and the Employer agree that it is in the best interests of all members of the bargaining unit to maintain a safe and healthy work place and to observe all safety requirements.

     2. Violations of established safety policies and procedures shall be grounds for disciplinary action up to and including discharge.

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ARTICLE XVII — NEW JERSEY CASINO CONTROL ACT

     The parties hereto recognize and agree that the State of New Jersey Casino Control Act (P.L. 1977, c. 110) (the “Act”) and the rules and regulations thereunder contain provisions requiring the licensing of employees, the certifications of this and other provisions regulating and controlling “Casino Hotel” employees of the Employer, and that this Agreement is subject thereto in all respects.

ARTICLE XVIII — JURY DUTY

     1. Eligible employees, as determined by established Company Policy, who serve as juror on regularly scheduled work day or days shall be paid the difference only between the amount received by him for such service and his daily base hourly rate for eight (8) hours to a maximum of ten (10) days for each call. Employee will provide his immediate supervisor with:

          (a) Seventy two (72) hours of notice of such case.

          (b) Copy of court order to “appear.”

          (c) Official court documentation as to appearance and amount paid Juror by court.

     2. It is understood that employees will be expected to report to work if excused from Jury Duty during normal work hours which reasonably coincide with scheduled work time.

ARTICLE XIX — FUNERAL LEAVE

     Members of the bargaining unit shall be permitted time off, with pay, to a maximum of three (3) scheduled work days, for the purpose of arranging and attending the funeral of a member of employee’s immediate family, defined as, mother, father, spouse, brother, sister, children, mother-in-law, father-in-law, and grandparents. Pay shall be the daily base hourly rate for eight (8) hours. The Employer reserves the right to require official notification and/or proof of death and attendance at funeral.

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ARTICLE XX — SHOP STEWARDS

1. The Business Manager shall appoint a shop steward for each shift from among the bargaining unit employees, and the Employer agrees to recognize those individuals as such.

2. The Union agrees to notify the Employer in writing of the employees selected to serve as shop steward. There shall be no discrimination against a shop steward for the performance of his duties. Any infractions of the Agreement will be brought to the attention of the supervisor on the company time. The activities of the shop steward shall not reasonably interfere with the performance of his work duties and shall not interfere with the operations of the Employer.

3. In case of a workplace injury or illness, the supervisor shall notify the steward as soon as possible after the injury or illness, and the steward shall be given sufficient time to take care of the employee’s personal belongings.

4. An employee may request that a shop steward be present at any meeting where the employee is the subject of a disciplinary investigation.

ARTICLE XXI — GENERAL CONDITIONS

1. The Employer shall furnish shirt and trousers (and/or coveralls) and launder same at no cost to the employee. All clothing furnished by the Employer shall be returned on termination.

2. Notwithstanding anything in the Contract to the contrary, all paid non working time including, but not limited to, meal periods, rest and coffee break periods, wash up and changing times, granted during an eight (8) hour shift shall be limited to a total of one (1) hour, which will be handled by 1) a fifteen (15) minute coffee break midway during an employee’s first four (4) hours on the job; 2) a thirty (30) minute meal period at the middle of the employee’s shift; and 3) either, at the Employer’s designation, a fifteen (15) minute break added to the thirty (30) minute meal period or a fifteen (15) minute break at the end of the employee’s shift. Each Employer will notify the Union in writing and include the following waiver: “The Employer agrees to waive the Most Favored Employer Clause with respect to the break issue.”

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3. The Employer may establish bi-weekly payroll, if all other employees of property have agreed.

4. This contract does not recognize oral agreements, understandings, or past practices. All such practices, side agreements, understandings, must be in writing and signed by Employer and Union to be enforceable.

5. Trades employees may be assigned to work at other properties owned and operated by their parent company if parent company owns or operates more than one property in Atlantic City. Employees shall be first offered the opportunity to take such assignment in accordance with their shop seniority, by shift. If an insufficient number of employees accept the offered assignment, employees shall be assigned in inverse order of shop seniority. In either case, the employee so selected must have the requisite skill and ability to perform the assigned work. Employees so assigned shall be paid at the rate of time and one-half (1 1/2) their base hourly rate for all hours worked on such assignment.

6. An employee shall be entitled to receive one (1) hot meal during the course of an eight (8) hour shift, as near to the middle of the shift as possible. If an employee is required to work overtime for four (4) hours or more beyond his regular shift, or is called out in an emergency and works for four (4) hours or more, he shall be entitled to a meal.

7. Company clothing may be exchanged on company time.

8. When pay day falls on a holiday specified in the Contract, employees shall be paid on the day before.

9. Possession of an appropriate trade license shall not be a prerequisite to a promotion to lead person for plumber and electrician.

ARTICLE XXII — MOST FAVORED EMPLOYER

     Recognizing the competitive nature of the casino-hotel industry and the desirability of maintaining a balance among the hotels in Atlantic City, the Union agrees that if it enters into any contract with another employer operating a casino-hotel or contractor on behalf of a casino-hotel in Atlantic City containing terms as to wages, hours, conditions or operating conditions of this Agreement more favorable to said other Employer than the terms of this Contract, then, at the Employer’s option, said terms shall be incorporated into

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this Agreement and become supplementary thereto. The Union agrees that upon demand of the Employer, it shall exhibit to the Employer, or its authorized representative, any agreement entered into with another casino-hotel in Atlantic City, New Jersey. A failure on the part of the Employer to insist upon the application of this section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of the Employer’s right to demand enforcement of this provision on other occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does not own or operate a casino in Atlantic City.

     The parties agree that neither party may use the differences in “leased property language” that exists amongst the Employers in any dispute regarding the interpretation of language. Further, the Employers agree that none of them will use the Most Favored Nations Clause regarding “leased property”.

ARTICLE XXIII — SAVINGS CLAUSE

     If any clause of this Agreement or portion thereof is found to be illegal or invalid, the remainder of the clause or provision shall remain unaffected, and all other provisions of the contract shall remain in full force and effect.

ARTICLE XXIV — TERM OF CONTRACT

     1. This Agreement shall become effective May 1, 2006, and shall continue in full force and effect until midnight, April 30, 2011, and from year to year thereafter unless either party gives written notice to the other at least sixty (60) days prior to any expiration date as to its desire to modify or terminate this Agreement.

     2. The Union anticipates negotiating new or amended contracts with other casino hotels and/or the Casino Hotel Association upon the expiration of the current contracts. The Employer shall have the right to exercise the option of adopting the first such contract as its own, provided such option is exercised at least sixty (60) days prior to April 30, 2011. If such option is exercised, the instant Contract shall remain in effect until such time as the new contract (with its appropriate retroactivity) becomes applicable. Such option shall

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similarly be applicable at the expiration of such successive contract between the parties hereto. Any such contract shall contain the present Article XXII, “Most Favored Employer.”

     3. Amendments, additions, and/or deletions to this Agreement, with the exception of powers under Article XXII and Article XXIV, Paragraph 2, will be null and void, unless in writing, and signed by the parties hereto.

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     IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written, in Atlantic County, State of New Jersey.

TROPICANA CASINO AND RESORT	INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 68-68A-68B, AFL-CIO
/s/ Illegible	/s/ Illegible
Vice President	THOMAS P. GIBLIN
In The Absence Of The President	Business Manager
	/s/ Illegible
	DENNIS J. GIBLIN
	President
	/s/ Illegible
	MICHAEL V. GANN
	Recording Secretary
	/s/ Illegible EDWARD BOYLAN
	Business Representative

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EX-10.24

EXHIBIT 10.24

AGREEMENT

between

ADAMAR OF NEW JERSEY, INC.

D/B/A

TROPICANA CASINO AND RESORTS

and

November 3, 2004 — September 15, 2009

Dear Brothers and Sisters:

     The enclosed document is our Collective Bargaining Agreement with the Atlantic City Casino Industry. Our contract is the result of countless hours of hard work by members of UNITE HERE, Local 54 on your behalf, who served with honor on the biggest contract committee in the history of Local 54. Two generations of membership have negotiated, bargained and even engaged in strikes to improve the economic standards and working conditions for the Brothers and Sisters of UNITE HERE, Local 54 in Atlantic City. The 10,000 members who sacrificed everything in the 34 day strike of 2004 should be honored and remembered always. It was only through their strength and perseverance that such a great victory was won.

     As you read this document please remember all the hard work that went into it’s creation and remember to honor those that made these sacrifices by defending the language and the spirit of this agreement. Your responsibility as a member of Local 54 is to uphold our commitment to excellence in the hospitality industry and defend the rights of fellow members when any employer infringes upon them.

     We welcome you to UNITE HERE Local 54 and we are confident that you will come to appreciate the efforts of those who came before you. Perhaps in the future you too will take part in the negotiation process. We look forward to seeing you on the job and hope that your career in the Atlantic City Casino Industry is a great success.

In Solidarity,

/s/ Illegible	/s/ Illegible
C. Robert McDevitt	Donna M. DeCaprio
President	Financial Secretary
Treasurer

TABLE OF CONTENTS

ARTICLE 1	RECOGNITION	2
ARTICLE 2	EMPLOYMENT	2
ARTICLE 3	CONTROL, DISCHARGE AND SENIORITY	4
ARTICLE 4	LEAVES OF ABSENCE	9
ARTICLE 5	GRIEVANCES AND ARBITRATION	10
ARTICLE 6	MEALS AND LOCKER FACILITIES	12
ARTICLE 7	SHOP STEWARDS	12
ARTICLE 8	NO DISCRIMINATION	13
ARTICLE 9	VACATIONS	14
ARTICLE 10	JURY DUTY	15
ARTICLE 11	HOLIDAYS	15
ARTICLE 12	HOURS OF WORK AND OVERTIME	17
ARTICLE 13	WAGES	18
ARTICLE 14	GRATUITIES	19
ARTICLE 15	HEALTH & WELFARE/PENSION & SEVERANCE	21
ARTICLE 16	VISITATIONS AND NOTICES	23
ARTICLE 17	NO STRIKES — NO LOCKOUTS	23
ARTICLE 18	MOST FAVORED EMPLOYER	23
ARTICLE 19	FUNERAL LEAVE	24
ARTICLE 20	MISCELLANEOUS PROVISIONS	24
ARTICLE 21	SUCCESSORS AND ASSIGNS	26
ARTICLE 22	TERM OF CONTRACT	28
WAGE AGREEMENT		29
SCHEDULE B	WAGE RATES FOR BANQUET EXTRAS	31
BARGAINING MINUTES		33
ATTACHMENTS		36
SCHEDULE A	WAGE RATES-Employees hired prior to 9/15/99	57
SCHEDULE A-2	WAGE RATES-Employees hired on or after 9/15/99	58
SCHEDULE A-2(2)		59
SCHEDULE A-l	TOP RATES	61

     THIS AGREEMENT is made and entered into this 3rd day of November 2004, between Adamar of New Jersey, Inc., d/b/a Tropicana Casino and Resorts, herein referred to as “Employer”, and LOCAL 54, affiliated with the UNITE HERE International Union, hereinafter referred to as the “Union”.

     WHEREAS, the Parties hereto desire to cooperate to stabilize labor relations, by establishing general standards of wages, hours and other conditions of employment, and to ensure the peaceful, speedy and orderly adjustments of differences that may arise from time to time between the Employer and its employees without resort to strikes, lockouts, boycotts, slowdowns or other economic interferences with the smooth operation of the hotel casino business of the Employer.

     NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties hereto agree as follows:

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ARTICLE 1

RECOGNITION

     1.1. Employer recognizes the Union as the sole and exclusive bargaining representative of the classifications of employees within their respective jurisdiction enumerated on Schedules “A”, “A 1”, “A2”, “A-2(2)” and Schedule B annexed hereto, working in the establishment located at Brighton Ave. & Boardwalk, Atlantic City, New Jersey, operated and maintained by Employer in all matters relating to wages, hours, and working conditions such as may properly be the subject of collective bargaining, adjustment of grievances, and labor relations generally. The designated representatives of the Union and the Employer shall constitute their respective representatives in all matters that are properly the subject of collective bargaining. This clause shall apply to Employer’s successors, receivers and assigns.

     1.2. The Union recognizes the fact that there are employees not covered by this Agreement, and as to such employees it is agreed that neither the employment of them nor any action taken by them, including, but not limited to organizational activities engaged in by any other labor union, shall not constitute a grievance or be grounds for strikes, lockouts, boycotts, slowdowns, disruptive organizing activities or other economic interference with the continuous smooth operation of the Employer’s business.

     1.3. Job classifications expressly excluded from this Agreement are Clerical Employees, Professional Employees, Guards, Watchmen, and Supervisory Employees, as defined in the National Labor Relations Act, and all other employees.

ARTICLE 2

EMPLOYMENT

     2.1. It shall be a condition of employment that all employees covered by this Agreement who are members in good standing in the Union on the effective date of this Agreement shall remain members in good standing and those who are not members on the effective date of this Agreement shall, on or after the 30th day following the execution of this Agreement or their date of employment, whichever is later, become and remain members in good standing in said Union. If any employee fails to comply with the requirements of this section, the Employer shall discharge said employee within seven (7) days of receipt of written demand.

     2.2. All new employees, whether directed to the Employer by the Union or otherwise secured by the Employer, shall be requested to report to the Union Hall immediately with a form provided by the Employer. At the Union Hall, employees shall be requested to complete a health and welfare application and all other lawful documents required in connection with the application and administration of this Agreement.

     2.3. When in need of any employees in Union categories, the Employer’s Employment Office shall apply to the Union. Within twenty four (24) hours after being so notified, the Union shall inform the Employer as to whether or not it is able to fill the request, provided however, the Union shall have twenty-four (24) hours after notifying Employer of its ability to supply the needed applicants, to dispatch said applicants to Employer’s Employment Office. If there is an immediate need declared by the Employer, which procedure shall not be abused, the Union shall dispatch said applicants within the time designated by the Employer, but in no event in less than twenty four (24) hours. If the Union advises the Employer within the times designated above that it cannot refer the applicants requested, or if applicants satisfactory to the Employer for any reason fail to appear within the time designated, the Employer may resort to the open market to seek the required employees. If the Employer fails to comply with the provisions set forth in this Article, the Union shall have the right to require the immediate dismissal of the employee

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improperly hired and the right to refer the replacement for that employee.

     2.4. Regular, seasonal and extra employees shall be defined as follows:

     (a) Regular Employees:

     Full time regular employee: One who is available to work and customarily scheduled to work thirty (30) or more hours per week shall be entitled to all benefits as defined in this Agreement. Part-time regular employee: One who is hired or transferred and customarily scheduled to work less than thirty (30) hours per week shall be entitled to all benefits as defined in this Agreement.

     (b) (i) Seasonal Employee: One who works for a time period not to exceed one hundred twenty (120) consecutive calendar days between May first and September thirtieth. Seasonal employees will be specifically designated as such at time of hire and the Union and employee will be so advised in writing at that time.

     (ii) Seasonal employees will report to the Union Hall before starting work. These employees shall not be covered by the provisions of Articles 9, 10, 11, 15 & 19.

     (iii) If the seasonal employee works for more than one hundred and twenty (120) consecutive days, the employee will be paid retroactive to his/her first day of work at the rates applicable to a regular employee in his/her classification. Benefit contributions will also be paid retroactive as if s/he were a regular employee when hired. Nothing in this Agreement shall prevent the Employer from terminating any seasonal employee at the end of the one hundred and twenty (120) day period or at September 30th without cause.

     (c) Extra employees are those employees not covered in subsections (a) or (b), above. Extra employees are not covered by provisions of Articles 9, 10, 11, 15, 19 & 20(6) and (9) except as specifically provided therein.

     2.5. The Employer will send to the Union on a weekly basis a log of referrals sent by the Union as provided below:

Name — Classification — Date/Time — No Show — Hired/Yes/No — Refer Again/Yes/No — Former Employee/Yes/No

          The Union agrees the Employer will have the right to request specific individuals in writing not to exceed thirty percent (30%) of the number of hires in the preceding quarter.

     2.6. New employees in the Union categories shall become members of the Union thirty (30) days following the date of employment. All new employees, however, shall be subject to a probationary or trial period of employment during the first ninety (90) days of employment. During an employee’s ninety (90) day probationary period the Employer may discharge said employee with or without cause, notwithstanding Union membership, and neither the Union nor the employee so discharged shall have recourse to the Grievance and Arbitration Procedures established by this contract. However, during the last half of the probationary period, the Union on behalf of the employee will have access to the grievance procedure but not the arbitration procedure. Such discharge shall also not be a breach of this Agreement. The probationary period may be extended by written mutual agreement of the Employer and Union.

     2.7. (a) The Union shall furnish the Employer, by the fifth of each month, a monthly dues reporting form showing the amount of dues, initiation fees and arrears, if any, payable to the Union by each of the employees covered by this Agreement. The Union shall furnish the Employer with signed wage deduction authorization forms from said employees, and upon receipt of same, Employer shall deduct the requisite Union dues and/or initiation fees. The Employer will deduct, by payroll deduction, any dues or initiation fees owed from the first paycheck of each month. If the employee has insufficient funds for the first week, it shall be deducted the next pay period in which sufficient funds are earned to cover the deduction. The entire amount of the monthly initiation or dues shall be deducted. The dues and report form shall be returned to the Union no later than the 20th of each month.

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     (b) The reporting form should be completed in its entirety. The deduction date should appear on the reporting form to the right of the amount due. All deletions, terminations, layoffs or other changes should also be dated and marked to the right of the amount due. All additions should be added to the bill and identified by the following:

NAME (last name first)
SOCIAL SECURITY NUMBER
CLASSIFICATION
DUES OR INITIATION FEES PAID

C — Change            L — Layoff            T — Termination            R — Recall

LOA — Leaves of Absence RFL — Return from Leave of Absence

EXAMPLE                                                                                   For House Use

Employee Name	Class.	SS No.	In. Fee	Dues	Date	Remarks
Smith, Pat	Food Server	123 45 6789	amt.	amt.	/ /
Jones, Lee	Room Attendant	987 65 4321	amt.	amt.	/ /

     (c) The Employer shall supply the Union with names and Social Security numbers for all newly hired employees in the bargaining unit on a monthly basis. The late payment of dues deducted by the Employer shall bear interest at the rate of three percent (3%) per month. In the event the Union is required to exercise its rights under the Grievance and Arbitration Procedures of this contract to collect either the dues or the interest thereon, expenses of said arbitration including Union’s reasonable counsel fees, shall be borne solely by the Employer, provided the Union prevails in arbitration. Failure to remit within the time stated by reason of an equipment failure or error in the Accounting Department shall be considered an excused delay.

     2.8 The Employer shall furnish the Union with a quarterly list of all employees in the bargaining unit, including each employee’s name, social security number, department, job title, home address, phone number, ethnicity, date of birth, status (full time, part time, etc.) and date of hire. This report shall be in a computer-readable form in any one of the following media containing header information and a field record layout:

     1. 31/2 “ diskette in Formatted Text (Space Delimited) format

     2. CD ROM in Formatted Text (Space Delimited) format

     3. ZIP Disk in Formatted Text (Space Delimited) format

     4. Via e-mail transmission

     2.9. The Union shall indemnify and save the Employer harmless against any claim made or any suit instituted by an employee against the Employer arising out of the Employer’s compliance with the provisions of this Article.

ARTICLE 3

CONTROL, DISCHARGE AND SENIORITY

     3.1. The Employer shall have the sole right to direct and control its employees. The Employer reserves the right, which is hereby recognized by the Union, to recruit, hire, reclassify, retain, schedule, assign, promote, transfer, layoff/recall, discipline, discharge, or rehire according to the requirements of the business and according to skill and efficiency, giving proper and adequate consideration of seniority as hereinafter defined. The Employer shall have the unquestionable right to immediately suspend and/or discharge any employee for dishonesty, incompetence, intoxication, sale, use or possession of unlawful controlled substances on

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premises, insubordination, overt discourteous conduct toward a guest or patron, or other just cause. The Union does not, however, waive its right to arbitrate. Nor is this Section intended to affect the Employer’s burden of proving just cause.

     3.2. The Employer shall have the right to establish, amend and post rules governing and regulating the conduct of employees. Said rules shall not be inconsistent with the terms and provisions of this Agreement. Employee’s failure to abide with said rules following their posting shall constitute grounds for disciplinary action. House rules shall be mailed to the Business Agent assigned to the Employer fifteen (15) days before posting. If the Union feels that such rules are in violation of this Agreement, the Union shall grieve within the fifteen (15) day period through the grievance and arbitration process as outlined in this Agreement.

     3.3. (a) The Employer shall fully implement a progressive disciplinary procedure in all cases other than those covered by Section 3.1 hereof, or otherwise stated herein. Upon the occurrence of an alleged infraction warranting, in the opinion of the Employer, disciplinary action, the Employer shall provide timely notice in writing to the employee of the alleged infraction forthwith supplying the Union or the shop steward of the department to which said employee is assigned with a copy thereof. In the following cases “timely notice” shall not exceed seven (7) calendar days from the date of the occurrence of said infraction: (a) absence (b) lateness (c) violations of departmental or house rules witnessed by a supervisor or manager within the employee’s department. If the Union disputes the validity of the allegation, it shall notify the Employer within seven (7) calendar days after the receipt of said disciplinary notice as specified in the grievance procedure outlined in Article 5. Upon the occurrence of a second alleged offense, the employee may be suspended without pay for up to three (3) days which includes any investigative suspension, and shall again be notified as stipulated above. A third infraction may be grounds for a discharge at the Employer’s option.

     (b) Employees will be expected to sign all disciplinary notices upon receipt, but will not be disciplined should they refuse. An employee’s signature shall not constitute an admission of guilt.

     (c) If the Employer fails to give written notice to the employee of the alleged infraction as required herein, said warning shall be considered invalid.²

     (d) Twelve (12) months from the date of any warning notice given according to the provisions of this Article, it shall not be given any further consideration in subsequent disciplinary actions. Nothing herein shall restrict the Employer in retaining required records.³

     3.4. Approved personal leaves and those approved medical leaves of absence which are in excess of one hundred twenty (120) days will not be credited against the twelve (12) month period referred to above.

     3.5. (a) In the event an employee fails to report to work without notice to the Employer on two (2) occasions in any twelve (12) month period and said failure is not excused, said employee shall be subject to discharge at the option of the Employer.

     (b) The Employer shall establish, as part of its house rules, the identity of the individual to be notified in the event of an emergency absence, or a specific telephone number to be called to provide such information.

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     3.6. (a) In the event the Employer wishes to establish bumping and/or a point system for absenteeism, the employees will have the right to vote on adopting said systems, the format of which shall have been mutually agreed upon by the Parties.

     (b) The Employer has implemented the Industry Attendance Policy attached hereto as Attachment 1.

     (c) The Employer may not combine attendance track discipline with non-attendance track discipline.

     3.7. Seniority shall accumulate from and be calculated by continuous service from the last employment date with the Employer and on the basis of classification seniority within the department as determined by the Employer.

     a) House seniority is an employee’s length of continuous service in years, months and days from his/her most recent date of hire into the bargaining unit by the Employer.

     b) Classification seniority is an employee’s length of continuous service within the department (as determined by the employer), in years, months and days from his/her most recent date of hire into or transfer into his/her present classification within his/her respective department/outlet.

     c) Shop Stewards shall have job classification seniority over all employees in that classification for all lawful purposes (i.e layoff, recall, and shift retention).

     d) Seniority shall govern designation of days off, layoffs/recalls, shifts of work, choice of station or floor assignment if otherwise qualified,⁴ and vacation selection subject to Employer’s establishment of designated work schedules. Employer may establish a rotation system, the method of which shall be determined jointly by Employer and Union. In such cases, if the Union and the Employer cannot agree, the Union shall have the right to file a grievance. Until said grievance is resolved, the current system shall remain in full force and effect.

     e) Seasonal employees shall be laid off before regular full time or part-time employees. Layoff of seasonal employees shall be determined by their seniority among the seasonal employees and they shall not have the right to recall. With respect to layoffs of regular employees, the Employer shall give five (5) days notice to the shop steward of its intention to commence layoffs, except for situations beyond the control of the Employer on the occasion of which, the Employer shall give notice to the shop steward as soon as possible.

     f) When the Employer promotes an employee to another classification, the Employer will consider the employee’s house seniority, qualifications, and ability to perform satisfactorily the work in the other classification, and prior performance. Where more than one (1) employee applies for a promotion and they possess the necessary skill or qualifications, the senior employee shall be the one promoted. For purposes of this paragraph, a “promotion” shall be considered to be a transfer from one classification to another, regardless of any change in compensation. All promotional opportunities within the bargaining unit classifications shall be posted. The Employer will give consideration to qualified bargaining unit employees for these openings. Vacancies to be filled by promotion under this paragraph shall be posted for five (5) calendar days in a location to which employees have regular access. The Employer may fill the vacancy temporarily during the posting period.

     g) When a regular employee changes classification and/or department, said employee shall retain seniority in the classification and/or department from which s/he transferred, for a period of fifteen (15) working days, which shall be a trial period, during which said employee may be returned to and will have the right to return to the former classification and/or department without loss of seniority. However, the employee’s rate of pay shall be determined by the classification into which s/he transferred and his/her length of service to the Employer in classifications covered by this Agreement With the exception of initial hiring and staffing when

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a casino first opens; or unless otherwise determined as set forth in Section 3.7, employees with the same departmental classification seniority shall be permitted to bid for the available openings within their respective departments. The Employer shall in its sole discretion establish and define, from time to time, “departments” for this purpose. Such openings will be posted for five (5) days. The successful bidder(s) will be determined by seniority. The Employer will have the right to fill the openings in the interim period. For purposes of bidding bartenders, bar porters, and cocktail servers shall be considered one department and shall be permitted to bid within their respective classification for available openings.

     h) (i) When the Employer permanently closes a department, unless the closing is caused by conditions beyond the Employer’s control, it will use its best efforts to notify the Union and shop steward thirty (30) days before the closing to allow the Union the opportunity to discuss the effects of the closing upon the employees.

     (ii) If there is a temporary closing of a department, employees who transfer to other departments during the period of the closing will retain their seniority in the temporarily closed department for six (6) months or until the department reopens, which ever is sooner; it being understood, however, that the six (6) month period may be extended by written agreement between the Parties.

     i) When a regular employee transfers into another department or is promoted within his/her department and job ladder, such employee, if laid off within one hundred eighty (180) days of his/her promotion, shall be allowed to return to his/her most recent classification, provided s/he does not displace a more senior employee. Upon return, seniority in that classification shall be calculated as though no promotion had occurred. Said employee shall not accrue any seniority rights for time served in the promoted classification.

     3.8. Seniority shall be deemed broken if a regular employee:

(a)	Is discharged for cause;
(b)	Is laid off in excess of six (6) months (except for employees laid offbetween October 1 and December I, whose seniority shall be retained until the June 1 following their lay-off.)
(c)	Fails to respond within seven (7) days to an offer of recall from layoff, sent by certified mail to the address last furnished to the Employer by the employee.
(d)	Voluntarily quits;
(e)	Takes a granted leave of absence in excess of three (3) months for other than illness, accident or medical disability;
(f)	Is absent because of illness, accident not covered in sub-section (g) below, or medical disability in excess of six (6) months, unless the Employer extends in writing a leave of absence beyond six (6) months; or
(g)	Is absent for six (6) months as a result of an injury sustained when in the employ of the Employer that is being covered by New Jersey Workers Compensation benefits, or for up to twelve (12) months provided the request for the extension beyond six (6) months is made according to the Employer’s established procedure.

     3.9. In the event two (2) or more regular employees have the same departmental or room seniority and it is necessary to determine the most senior person, then the determination shall be made on the basis of seniority in the bargaining unit within the “house” or Employer establishment. If this calculation results in two (2) or more employees again having the same seniority, then the determination of the most or more senior person shall be based upon the length of service in the classification in the hotel industry in Atlantic City. In the event employment records are not available to substantiate such length of service, then date of union membership may be used as evidence of such length of service.

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     3.10. GOURMET AND SPECIALTY DINING ROOMS. Where in a gourmet or specialty dining room, the Employer uses a captain and food servers in team service, day off assignments shall be made on the basis of the captain’s seniority.

     3.11. Regular employees requesting any of the following must do so in writing to their department head. Employer will respond on the request form within seven (7) calendar days providing employee with a copy. Said form shall include a provision for the employee to designate their proxy for bidding purposes. Employees should state their seniority date on all written requests. Seniority, as herein defined, will determine who is granted the request where more than one (1) employee is requesting the same consideration:

(a)	Vacation time**
(b)	Leave of absence*
(c)	Personal holidays**
(d)	Classification or department change***

*	No employee will be entitled to a leave of absence to work for another Employer.
**	Regular employees who request time off for vacation weeks which have been selected after the final posting required by the agreement, or paid personal holidays on a form designated by the Employer consistent with Article 9.6 (b), at least fourteen (14) days in advance and who do not receive an answer in writing from the Employer within seven (7) days from the date of their request shall be granted their request.
***	Employees who request a classification or department change must possess the necessary skills required by Employer. Furthermore, the Employer may use a poor work record as the basis for denying such a request.

NOTE: An employee absent on leave or vacation, in order to exercise bid rights while absent, must designate on a vacation or leave form a proxy stating that another employee or a shop steward may exercise the bid rights for the absent employee. The actions or inaction of a designated representative shall be binding on the absent employee and shall not be subject to grievance and arbitration procedure.

     3.12. If a regular employee leaves his/her employment with Employer to assume an elected office or an appointed paid position with the Union, seniority shall accumulate and continue unbroken for the period of Union service for a period not to exceed twelve (12) months. This period may be extended by mutual agreement of the Employer and the Union.

     3.13. An employee leaving his/her employment with Employer to enter the military service of the United States shall, upon discharge, be entitled to reinstatement to his/her former position pursuant to the provisions of law so made and provided.

     3.14. (a) Pursuant to the provisions of the New Jersey Casino Control Act and the rules and regulations promulgated thereunder, employees of a casino hotel will be required to satisfy the requirements of the New Jersey Casino Control Commission and to be licensed by said Commission. A failure to obtain and/or maintain said license or to otherwise comply with the New Jersey Casino Control Act and the rules and regulations promulgated thereunder shall be grounds for immediate discharge and said discharge shall not be subject to the grievance procedure of this Agreement nor shall it be a breach of this Agreement.

     (b) In the event the license of an employee so discharged for revocation is restored finally as the result of an appeal proceeding before the New Jersey Casino Control Commission or the Courts, said employee shall be entitled to reinstatement without break in seniority, but shall not be entitled to any back pay or benefits for the period of his/her separation. Said employee will replace the employee holding the lowest seniority number in the assigned job classification in their prior department. The reinstated employee will be permitted to bid using his/her seniority number on the first occasion of a bid opportunity, subsequent to their reinstatement, according

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to the seniority provisions contained in this Agreement. Notwithstanding the provisions of this section, an employee may only be out seven (7) months on a leave due to a Casino Control Commission license withdrawal or suspension.

     (c) In the event the license of an employee lapses or expires, such employee will be conditionally discharged and will be entitled to reinstatement to his/her former position without loss of seniority if, within fourteen (14) days of such discharge the employee applies for the license that lapsed or expired and reports back ready for work within fourteen (14) days of obtaining said license.

     3.15 In the event that an employee who has successfully completed his/her probationary period has a problem with his or her right to work in the United States, the Employer shall notify the Union in writing as soon as the problem is known. Upon the Union’s request, the Employer shall meet with the Union to discuss the nature of the problem to see if a resolution can be reached. The Employer agrees that it will notify the person designated by the Union with names of those employees whose work authorizations are going to expire who have been so notified by the Employer.

     Upon request, employees shall be released for up to five (5) unpaid working days during the term of this Agreement in order to attend to Immigration and Naturalization Service (“INS”) proceedings and any related matters for the employee only. The Employer may request verification of such absence. An employee who has successfully completed his/her probationary period who is not authorized to work in the United States and whose employment has been terminated for this reason shall be immediately reinstated to his or her former classification without loss of prior seniority provided the employee produces proper work authorization within six (6) months of the date of termination. Employees do not accrue vacation or other benefits based upon particular Plan policies during such absences.

ARTICLE 4

LEAVES OF ABSENCE⁵

     4.1. The Employer will not arbitrarily or unreasonably deny a personal leave of absence of up to three (3) months requested by an employee in writing that explains the purpose of the leave; it being understood, however, that only one personal leave of absence may be applied for and received by an employee under this section during his/her anniversary year.

     4.2. An employee will not be entitled to a personal leave until s/he has completed one hundred eighty (180) working days of employment, and an employee will not be entitled to a medical leave until s/he has completed ninety (90) days of employment.

     4.3. Before a medical leave or extensions thereof are granted, the employee must provide his/her department head with a verifiable doctor’s report, including a description of the specific injury or illness suffered and an anticipated return to work date, which subsequently will be kept current should it change. Before being allowed to return to work from medical leave, the employee must notify his/her department head at least five (5) days before the date of his/her actual return and provide a doctor’s note specifically noting that there are no medical restrictions that limit the employee’s ability to do his/her job or that the limitations do not prohibit the employee from performing any of his/her positions’ essential functions, with or without reasonable accommodations.

     4.4. No authorized leave of absence will be deemed to exist under this Agreement

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unless requested by the affected employee in writing and granted in writing by the Employer; it being understood, however, that when an emergency arises, a leave may be requested and granted orally and that the request and the approval will promptly be reduced to writing after the emergency abates.

     4.5. (a) An employee will be allowed a family or medical leave as provided for by the Federal Family and Medical Leave Act and the New Jersey Family Leave Act

     (b) The parties recognize that the leaves of absence that may be granted in Paragraphs 4.1 and 4.3 above, including leaves for worker’s compensation, encompass leaves that may be taken under the NJFLA and FMLA and that these leaves will run concurrently with any leave granted above.

     (c) The Employer may transfer employees on intermittent or reduced schedule leave. Prior to transfer, the Employer will advise the Union of the transfer and the reasons therefor. The decision to transfer an employee will not be unreasonable,

ARTICLE 5⁶

GRIEVANCES AND ARBITRATION

     5.1. All timely grievances arising between the Parties hereto, unless otherwise stipulated herein, involving questions of interpretation, or application of any clause in this Agreement, or in any acts, conduct or relations between the Parties, directly or indirectly, which arise out of this contract, shall be resolved by utilization of the following method:

     (a) Step l(a) — The employee represented by the shop steward, shall first attempt to resolve his/her grievance with the department head.⁷

     (b) Step l(b) — In the event the grievance is not resolved at Step (a) above, the employee must file a written grievance with the Union. Said written grievance shall be submitted for resolution to the Employer’s Labor Relations Representative no later than seven (7) calendar days after the receipt of the disciplinary notice by the employee or seven (7) days after receipt of the Step l(a) decision, whichever is later. Non-disciplinary grievances must be filed within thirty (30) calendar days of the event giving rise to the grievance or from the date of Union knowledge of that event whichever is later, except for grievances involving payroll errors which are not required to be filed within that time period and grievances related to House rules which shall be governed by the provisions of Article 3, section 3.2. “Union knowledge” shall mean a business agent or officer, which shall include the Shop Steward having jurisdiction over the affected area. The Union shall not be precluded from pursuing any non-disciplinary grievance that would otherwise be untimely based on the “Union knowledge” of the Shop Steward; however, with the exception of payroll errors, the Employer is such cases will not be liable for back pay or other financial liability, if any, that accrued prior to the date of the filing of the grievance. Payroll errors, which do not include any interpretational questions include, but are not limited to, such matters as failing to pay for hours/overtime hours; data input errors on rate of pay; non-payment of benefit fund contributions for employees eligible to receive contributions on their behalf; and calculation of annual vacation payments, attendance bonuses and holiday pay. If not otherwise resolved, the Employer shall conduct a meeting to resolve the grievance within fourteen (14) calendar days of the receipt of the grievance at the Employer’s Labor Relations Office⁸ unless said time period is mutually extended by the Parties. Although a

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supervisor is not required to attend a meeting, the Employer will make a good faith effort to have currently employed supervisors who the Employer believes are fact witnesses attend meetings. The Employer will advise the Union whether or not that supervisor will attend a meeting or if scheduled to attend, that s/he has become unavailable. If the supervisor does not attend, the Union may go forward with the meeting, or must immediately request to reschedule the meeting or must notify the Employer that it declines to hold the meeting. A written decision will be rendered to the Union within seven (7) calendar days of the date of the meeting or the date of the Union’s notice to the Employer declining to attend a meeting.

     5.2. Resolution Conference — Within fourteen (14) calendar days of the Employer’s decision in Step lb, either party may request a resolution conference with the other party. The resolution conference must be held within ten (10) calendar days of the request. Representatives from both parties who are designated to attend the resolution conference must have authority to resolve the dispute.

     5.3. Arbitration — If the dispute is not resolved at either the meeting or the resolution conference, timely grievances may be submitted to expedited arbitration, or arbitration. Unless there is an agreement to use the expedited procedure, a request must be submitted to the American Arbitration Association (A.A.A.) with a copy to the Employer in writing within fourteen (14) calendar days of the Employer’s decision or the resolution conference, whichever is later. During the fourteen (14) day period the parties may agree to use a mutually selected arbitrator.

     5.4. The expedited arbitration procedure may be utilized for timely grievances where the parties mutually agree.

     (a) Arbitrators for expedited arbitration hearings will be selected from rotating panels of three arbitrators each. The rotating panels will be made up from a list of twenty (20) arbitrators mutually selected on an annual basis to coincide with the effective date of this Agreement. Arbitrators are selected from the panel by the Union and the Employer each striking one (1). The parties agree that the panel will be set up in a manner to ensure a pre-arranged random formula. The arbitrators for expedited arbitration shall be selected within fourteen (14) calendar days from the date of the agreement for use of this procedure.

     (b) Representatives of the Parties at an expedited arbitration shall be limited to a business agent for the Union and a member of the Labor Relations staff for the Employer, except as otherwise agreed to by the parties. A decision shall be rendered in writing within seventy-two (72) hours without the aid of transcripts or briefs.

     (c) The Employer and the Union have the exclusive right to cancel the expedited arbitration procedure, as provided herein, at any time during the term of this Agreement. Such cancellation shall not be subject to the grievance and arbitration provisions of this Agreement.

     (d) Decisions rendered in expedited arbitration shall not be introduced or referred to in any other arbitrations, or expedited arbitrations.

     5.5. If the parties are unable to agree to an arbitrator within the time period referenced in Section 5.3 above, they will request a panel from the A.A.A. and will attempt to select an arbitrator within ten (10) calendar days of receipt of the panel. If unsuccessful, the parties will request a second panel of seven (7) arbitrators. The parties will attempt to select an arbitrator from this second panel within ten (10) days of receipt of the panel. If unsuccessful, the parties will request a third and final panel of seven (7) arbitrators. During the last selection process, the parties will alternately strike arbitrators’ names, via telephone, and the last name remaining shall be designated the arbitrator.⁹

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     5.6. The Employer and Union may agree to use a permanent rotating panel of arbitrators.

     5.7. The following shall apply to arbitrations and expedited arbitrations:

     (a) The cost of the arbitrations will be borne equally by the Union and the Employer.

     (b) The arbitrator shall have no authority to alter, amend, add to, subtract from, or otherwise change the terms and conditions of this Agreement.

     (c) The decision and award of the arbitrator shall be final and binding on the Parties.

     (d) For payroll errors, the Employer shall be liable for a period not to exceed two (2) years from the date of grievance.

     5.8. Failure to meet the time limits contained in this Article shall cause the grievance to be irrevocably resolved against the Party missing the time limit.

     5.9. In any disciplinary case, evidence of comparative treatment of employees shall be inadmissible for the purpose of challenging the propriety of discipline imposed.

     5.10 The Parties agree to allow grievances to be heard in front of a mutually agreed upon individual with agreement by both parties. The Parties may agree to have the decisions binding.

ARTICLE 6

MEALS AND LOCKER FACILITIES

     6.1. Employer shall maintain an employees’ cafeteria. Said cafeteria shall be well- ventilated and kept in a sanitary condition. Employer shall provide one (1) meal per six (6) hour shift, at no cost to the employee. All employees working on a shift of more than six (6) hours, cocktail servers on six (6) or more hour shifts, shall be relieved of their duties and be provided a paid meal period of thirty minutes. Said meal shall be on Company time unless the employee declines the meal period offered by the Employer. Bartenders, who cannot be relieved from their stations for meals, shall be provided a snack at their station. In such instances as meals are provided, the food so provided will be wholesome. Where practical and consistent with the business needs of the Employer, a meal period will be provided as close to the middle of the shift as possible under the circumstances.

     6.2. (a) The Employer shall provide clean, well ventilated locker facilities with lockers and/or garment bags. Said facilities shall be kept in a secure condition at all times.

     (b) The Employer shall have a shop steward present, if available, in the event employee lockers/employee garment bags are inspected, provided, however, it is expressly understood and agreed that this provision shall not apply where the locker or employee garment bag inspection is initiated by any local, State or Federal law enforcement or regulatory authority.

     (c) Employees shall cooperate at all times in the maintenance of the lockers/employee garment bags and cafeteria facilities in a clean, secure and orderly fashion.

ARTICLE 7

SHOP STEWARDS¹⁰

     7.1 The Union shall select or the employees may elect shop stewards from the regular employees covered by this Agreement The allocation and assignment of Shop Stewards shall

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be determined by the Union. The number of Shop Stewards shall not exceed seventy-five (75). The Union and Employer agree to review and consult on the number of Shop Stewards periodically, but no later than one (1) year from the effective date of the CBA. The Union shall notify the Employer of the group each Shop Steward is assigned to represent. It shall be the duty of the shop stewards to see that all Parties to this Agreement comply strictly with its terms, including the seniority provisions of Article 3. The activities of the shop steward shall not interfere with the performance of their work for, or the operations of, the Employer.

     7.2 In the event that it shall be necessary for the Employer to layoff employees for any reason, the shop stewards shall be the last employees in their respective departments to be laid off by the Employer. Each Shop Steward shall have seniority over all employees within their own classification within the group represented by the steward for all lawful purposes (i.e. layoff, recall and shift retention). In the event that two or more Shop Stewards from the same classification and same shift represent the same group of employees, only the more senior Shop Steward (as per Article 3.9) shall have such super-seniority. Under no circumstances does this provision recognize or provide rights to a Shop Steward who is on an “on call” shift.

     7.3 The Employer shall not discriminate against the shop stewards because of their activities as such.

     7.4 When practicable, shop stewards shall be scheduled to be off without pay to attend Union meetings provided at least one week’s notice has been given of the meeting date to the designated Employer representative.

     7.5 Labor-Management Cooperation — The Employer and the Union agree that good employee morale and high productivity are in the best interests of all parties. In order to encourage good morale and high productivity, the Employer and the Union agree that upon request by either party, not more than once every other month, to participate in meetings for the purpose of discussing problems, employee suggestions, methods of improving morale or productivity, and other subjects. Such meetings shall include employees designated by the Union, Union representatives, supervisors and other management personnel designated by the Employer. Union and Employer representatives shall attempt to agree on the agenda and time schedule in advance. Both the Employer and the Union shall give due consideration to the views of the employees expressed in meetings. Nothing herein shall in any way obligate the parties to agree to modify any provision of this Agreement or to agree to any request or suggestion which may be made at such meetings. Nothing contained herein shall require or prohibit that such meetings be held during employees’ work time. This shall not prohibit the Employer from holding its own departmental meetings for any departmental employees separate and apart from the meeting referenced herein. Notwithstanding the above, either party can eliminate these meetings, by mutual agreement, within thirty (30) days written notice.

ARTICLE 8

NO DISCRIMINATION

     8.1. There shall be no discrimination against any employee because of Union membership or lawful Union activities, or because of age, race, religion, sexual preference, creed, color, national origin, ancestry, marital status, sex, liability for service in the Armed Forces of the United States, because of a mental or physical disability (where reasonable accommodations may be made to allow for such disability without causing an undue hardship on the operation of the business of the Employer), or because an employee is a rehabilitated offender eligible under Section 91 of the New Jersey Casino Control Act, subject to the provisions of Section 89 and 90 of the Act.

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     8.2. The Union shall cooperate with the Employer in operating in strict conformance with an Affirmative Action Plan as required by the provisions of the New Jersey Casino Control Act and the rules and regulations promulgated in accordance therewith.

ARTICLE 9

VACATIONS

     9.1. All regular employees covered by this Agreement, at the conclusion of their first anniversary year of employment shall be entitled to one (1) week of vacation with pay, which pay shall be equal to two percent (2%) of said employee’s gross straight time earnings during said initial period of employment.

     9.2. All regular employees covered by this Agreement who shall have been regularly employed for two (2) years but less than eight (8) years shall receive two (2) weeks vacation with pay, which pay shall be equal to four percent (4%) of said employee’s gross straight time earnings during the anniversary year immediately preceding the vacation date. In computing “gross straight time earnings,” the previous year’s vacation pay shall not be included.

     9.3. All regular employees covered by this Agreement, who shall have been regularly employed for more than eight (8) years shall receive three (3) weeks vacation with pay, which pay shall be equal to six percent (6%) of said employee’s gross straight time earnings during the anniversary year immediately preceding the vacation date. In computing “gross straight time earnings,” the previous year’s vacation pay shall not be included.

     9.4. In computing “gross straight time earnings,” the earnings of “tipped employees” shall be based upon the minimum wage and not the cash wage.

     9.5. Vacation pay shall be given to the employee on the second pay day following his/her anniversary date regardless of when vacation is taken. If there is a failure to make a payment at that time, the employee shall be paid within 24 hours of his/her demand of his/her check. Vacation pay shall be given by separate check and not included as part of the regular payroll check.

     9.6 (a) The Employer shall have the sole right to determine when vacation shall be taken. Notice shall be posted in each department regarding the dates on which vacations may be taken in said department, after which the employees would, in said department, based upon seniority, select vacation dates. No employee shall be obliged to take vacation at the time designated by the Employer unless the Employer shall have given said employee three (3) months advance notice of the projected vacation schedule. Conversely, the Employer shall not be obliged to give vacation at a time requested by employee unless employee shall have made his/her request three (3) months prior to the requested date.

     (b) The Employer shall post vacation availability dates on August 1st for the following: December, January and February; November 1st for the following: March, April and May; February 1st for the following: June, July and August; and May 1 for the following: September, October and November. On the posting dates of August 1, November 1, February 1 and May 1, the following procedure shall be followed: On the first, the Employer shall post vacation availability dates; from the first to the fifteenth, the Employees shall select their preferred vacation dates; from the fifteenth to the twenty-second the Employer will respond to the selections on the basis of seniority and post the selected list; from the twenty-third to the thirtieth, the Employer shall resolve any conflicts among employees by order of seniority. The final list of selections made by seniority shall be posted by the end of the month. Thereafter, vacation

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selections shall be made on a first come first serve basis.¹¹

     9.7. An employee who is not in the employ of the Employer on the anniversary date of his/her employment, shall not be entitled to vacation pay or any part thereof. It is not intended that this provision shall preclude pro rata vacation pay to persons retiring by reason of illness or longevity, nor is it intended to adversely affect employees whose right to vacation had fully accrued and vested before discharge.

     9.8. Steady chain gang employees shall be paid vacation according to the provisions in this Article.

ARTICLE 10

JURY DUTY

     10.1. Regular employees who serve as jurors on a regularly scheduled workday or workdays, shall be paid the difference only between the amount received by him/her for such service and his/her daily base hourly rate for their regularly scheduled shift to a maximum of ten (10) days for each call.

     10.2 Employee will provide his/her immediate supervisor with:

(a)	Seventy-two (72) hours notice of such case;
(b)	Copy of court order to “appear”;
(c)	Official court documentation as to appearance and amount paid Juror by the court.

     10.3 It is understood that employees will be expected to report to work if excused from jury duty during normal work hours that reasonably coincide with scheduled work time. The Employer shall have the right, at any time, to have any employee called for jury duty relieved in any manner permitted by law.

ARTICLE 11

HOLIDAYS

     11.1. All regular employees covered by this Agreement shall be granted a holiday with pay on the following days: New Year’s Day, Martin Luther King’s Birthday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. In addition thereto, each regular employee shall receive his/her birthday as an additional holiday and shall receive one (1) personal holiday.

     (a) In the event the Employer decides that additional employees will be offered a day off on a contract holiday over and above those employees scheduled off on such days, the Employer will post the number of available openings for days off and grant such requests on the basis of seniority by shift.

     (b) Regular employees shall give the Employer two (2) weeks notice of the date on which they desire to take their personal holiday.

     (c) Where two (2) or more employees choose the same date for a personal holiday, seniority shall govern and seniority ties shall be broken as set forth in Article 3, Section 3.9, above.

     (d) The Employer shall have the right to decline to schedule a personal holiday in any workweek in which the Employer’s operation is or would thereby be impaired.

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     (e) Employees who have requested, but have not been granted their contractually entitled personal day off, will be paid a regular shift’s pay in the first pay period following their anniversary date, at the rate the employee is being paid at that time.

     11.2. To qualify for holiday pay, the employee must have been scheduled to work during the pay week in which the holiday falls, and must have reported for work on his/her last scheduled day before said holiday and the first scheduled day after said holiday, unless said requirement is waived, in writing, by the Employer. If an employee is scheduled to work on a holiday, but does not report for work, s/he shall not receive holiday pay unless excused by the Employer from working on said holiday.

     11.3. Regular employees who do not work on a holiday as specified in the aforementioned list shall receive for such holiday the regular day’s pay at straight time. Should it be necessary for the employee to work on any of the above holidays, s/he shall receive his/her regular straight time pay in addition to the holiday pay. If the holiday on which the employee is required to work falls on the sixth or seventh work day of the week for said employee, the employee shall be paid at the rate of one and a half (1¹/2) times his/her hourly rate for the time worked in addition to his/her holiday pay. If, however, employees elect to reduce the workday to less than eight (8) hours, the premium pay for overtime on a holiday as set forth above shall not accrue until the total hours worked during the week in which the holiday falls exceed forty (40) hours. Similarly, if an employee required to work on a holiday is required to work more than eight (8) hours on said day, s/he shall receive two and one-half (2¹/2) times the employee’s regular rate for each hour worked in excess of eight (8) hours on said holiday.

     11.4. Holidays shall be celebrated on the day designated by the Federal Government as a legal holiday. This provision shall not apply to holiday provision for Christmas Eve and Day, New Year’s Eve and Day that will be recognized on their traditional date.

     11.5. Employees shall be entitled to receive holiday pay notwithstanding the fact the holiday falls during their vacation period.

     11.6. December 24th, from 6:00 p.m. to midnight, employees who actually work shall receive two times (2x) his/her regular hourly rate for such work as total compensation.

     11.7. New Year’s Day (the twenty-four [24] hour period commencing at 12:01 a.m., January 1), employees who actually work shall receive two times (2x) his/her regular hourly rate for such work as total compensation.

Example:
1. Employee A	Employee B
8:00 pm to 4:00 am Dec 31 — Jan 1	8 am to 4 pm Jan 1
Hours of Pay	Hours of Pay
4 — straight time for 8 pm to midnight Dec 31	8 — straight time for 8 am to 4 pm
8 — double time for midnight to 4 am	8 — Holiday pay
2. 8 pm to 4 am Jan 1 — Jan 2
Hours of Pay
8 — straight time for 8 pm to 4 am Jan 1 — 2
8 — Holiday pay

     11.8. Steady chain gang employees shall receive holiday pay for any contract holiday actually worked.

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ARTICLE 12

HOURS OF WORK AND OVERTIME

     12.1. (a) Eight (8) hours constitutes a shift of work, but does not guarantee work. Employees who report to work for a scheduled shift, and are sent home at the direction of the Employer prior to completion of half of their shift, shall be guaranteed pay for half of their scheduled shift. The Company shall use its best efforts according to its business needs to schedule senior employees in the various departments with the maximum straight-time hours customarily scheduled by the departments. ¹²

     (b) If said employee is sent home at the direction of the Employer after completion of more than half of their shift, employees will be guaranteed pay for their full shift. Employees on overtime will be sent home prior to all other employees. Employees working a mandatory six (6) day workweek will, on their regularly scheduled day off, be granted voluntary early outs, prior to all other volunteers. Voluntary early outs will be granted first to employees whose shift ends closest to the designated early out time. Seniority will determine who shall receive the early out if two or more employees meet the above criteria.

     (c) Management will post work schedules with a starting time and a finishing time. Where employees other than casino cocktail servers are scheduled for less than eight (8) hours, and work more than their scheduled time, they shall be paid time and one half (1¹/2) for those hours worked past their scheduled time.

     (d) It is understood and agreed that six (6) hours, inclusive of a one-half (¹/2) hour lunch period, shall constitute a normal shift for cocktail servers in the casino, provided, however, the Employer shall at all times have the right to schedule said casino cocktail servers for additional daily hours on weekends, holidays, in emergencies and as required by the needs of the business.

     (e) The normal workweek shall consist of five (5) days, provided, however, it is expressly understood and agreed that this shall not constitute a guarantee of work, and the workweek may fluctuate according to the needs of business.

     12.2. Overtime at the rate of time and one-half (1¹/2) shall be paid for all work performed over eight (8) hours in any workday and over forty (40) hours in any workweek, provided, however, that there shall be no pyramiding of daily and weekly overtime and the employee shall receive only one (1), whichever is greater. The overtime rate for tipped employees shall be as provided by the New Jersey Minimum Wage Law. The Employer is required to give the employee notice of no less than one-half (¹/2) a scheduled shift in instances requiring forced overtime, except in the replacement of employees who call out, in which case the Employer can require overtime on a one-to-one replacement basis with two (2) hours notice. Employees who are forced to work overtime will be given ample time to make arrangements to work the overtime. Employees will not be required to work overtime hours when such hours would not allow for a minimum of eight (8) hours between those forced hours worked and the start of the employee’s next regularly scheduled shift.

     12.3. (a) Regular employees shall have two (2) designated days off, which days off will be posted at least one (1) week in advance. The Employer shall not change the days off designated for an employee in any particular workweek unless the employee has been given three (3) days prior notice of the intended change or unless mutually agreed upon. Nothing herein contained shall prevent the Employer from re-designating the regular days off. All employees other than food servers shall receive time and one-half (1¹/2) for working on a regularly scheduled day off. Food servers shall receive double time for such work.

     (b) It is expressly understood and agreed that nothing herein shall preclude the

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Company from scheduling employees to work a workweek of more than five (5) days in order to satisfy business needs, in which event employees so scheduled shall be entitled to only one (1) designated day off.

     12.4. An employee shall receive pay for overtime as set forth in Section 12.2 above and shall not be compensated by time off.

     12.5. The Employer may reduce the workweek without limitation and without penalty, however, seniority rights shall be protected.

     12.6. In emergency situations when employees are called back to the job after having completed their regular work shift, said employee shall be paid for no less than four (4) hours of work.

     12.7. Where time sheets are in use that require employee verification, only the employee will sign such verification.

ARTICLE 13

WAGES

     13.1. Attached hereto and made a part of this Agreement as Schedule “A”, Schedule “A-1”, Schedule “A-2”, Schedule A-2(2) and Schedule B is the wage scale applicable to the Employer. The wages set forth in these Schedules are minimum wage rates only. No employee shall suffer a reduction in wages as a result of the minimum wage scales set forth. If at any time, the Federal or State minimum wage laws applicable to the hotel industry provide for rates more than those stated herein, said wage rates shall be adjusted to conform to a rate equal to five percent (5%) above the legal minimum. Where, however, the minimum wage scale recited herein exceeds Federal or State minimum wage rates, the rates set forth in this contract shall prevail. Regarding wage rates set forth in the attached schedule which may be below the applicable Federal or State minimum wages, it is acknowledged that credit for gratuities and/or food and lodging, where applicable, were considered in arriving at said rates. The Union shall encourage employees to execute tip declaration reports or tip acknowledgment slips upon presentation by the Employer.

     13.2. Regular employees in the employ of the Employer who have successfully completed their probationary period shall receive no less than the wage rates for their classification set forth in the Schedules.

     13.3. If any employee is assigned to perform the work of a higher rated employee temporarily, for a period exceeding one (1) day in any month, then said employee shall receive the higher rated salary for the period actually served in that position. Notwithstanding the above, employees may be called upon to substitute for other employees in other positions for meal and rest periods without affecting their wages. In no event, however, shall any employee receive a reduction in wages if the job that s/he is temporarily assigned is a lower rated position.

     13.4. The Employer shall not levy any fines or penalties of any kind against the employees, but individual employees shall be held responsible for cash, checks, uniforms or merchandise entrusted to them.

     13.5. Errors made by the Employer resulting in the loss of one (1) day’s pay or the equivalent will be adjusted on the employee’s next scheduled workday. (Applies to non-tipped classifications only.)

     13.6. An employee hired on or after September 15, 1991, who has worked 1,200 or

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more hours during the twelve (12) months preceding his/her hire for one (1) or more Atlantic City casino hotel in one or more positions covered by a collective bargaining agreement with the Union, will receive the one (1) year rate applicable to the job for which s/he is hired. The computation of the number of hours the employee worked during the preceding twelve (12) months will be based on the number of hours for which contributions were made for the employee to the Health & Welfare Fund as reflected in its records.

     In order to be eligible, it will be the employee’s responsibility to show proof of working 1,200 hours in the previous year at another casino/hotel. The Employer will only be required to pay the one year rate prospectively from the date the employee provides the appropriate proof. (The employees can obtain this information from the HEREIU Welfare office)

ARTICLE 14¹³

GRATUITIES

     14.1. A package plan or deal is a sale where the Employer sells a room, bus tour or group reservation at a fixed price, including food, beverages and gratuities.

     14.2. American Plan includes, within the cost to the guest, three (3) meals per day with gratuities to be paid by the guest in an amount determined by said guests.

     14.3. Modified American Plan includes, within the cost to the guest, two (2) meals per day with gratuities to be paid by the guests in an amount determined by said guests.

     14.4. In the sale of a package plan or deal, gratuities shall be guaranteed on the following basis:

     (a) A gratuity of seventeen (17%) percent of the price charged to a guest for food and/or beverage sold as part of a package plan shall be paid to the bartender, food server or cocktail server, as appropriate.

     (b) Captains shall receive either fifteen cents ($.15) per person, for each meal at which captains are required by the Employer to be present, or one dollar ($1.00) per hour above the regular rate.

     14.5 (a) In all package plans, tour deals, or prearranged bus tours where guests stay overnight, the gratuity per person, in and out shall be as follows: Effective 9/15/04 $3.50

The above gratuity shall be shared by bellperson, bell captain and doorperson, where applicable.

     (b) Where a higher gratuity is presently being paid for these arrangements, the higher amount shall remain in effect until such time as the progression above surpasses the current rate.

     14.6. All complimentary checks and/or coupons will be prominently¹⁴ stamped “Gratuity Not Included.”

     14.7. The parties agree to meet to establish a schedule for gratuities to be paid to employees who work complimentary casino parties.

     14.8. A banquet is a function that possesses every one of the following characteristics:

     (a) It is a prearranged party at which food is served;

     (b) It consists of twenty-five (25) or more persons;

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     (c) It is held in a room that is closed to the general public or to other hotel guests;

     (d) The menu is prefixed with a limit of one (1) choice out of three (3) entrees, or is a buffet; and

     (e) The price is prefixed.

     14.9. (a) The Employer shall pay the food servers who work banquets fifteen percent (15%) of the sales price of the meal received by Employer provided the gratuity charged the guest is not less than fifteen percent (15%). In the event the gratuity charged the guest is less than fifteen percent (15%), the food servers shall receive eighty percent (80%) of the gratuity charged.

     (b) The Employer shall pay to bartenders who work parties alone, a gratuity of fifteen percent (15%) of the beverage bill.

     (c) Where food servers and bartenders both work a party where beverage is served, a total of fifteen percent (15%) shall be paid, provided that such gratuity is actually charged the guests, which shall be divided eight percent (8%) for the bartenders and seven percent (7%) for the food servers.

     (d) The Employer shall pay banquet captains a share of the gratuity received by the Employer equal to 1.5% of the sales price received by the Employer for the meal, exclusive of non-food and beverage items.

     14.10. Regarding a “Pay go” bar where tickets are used, the Employer shall pay to the bartender fifteen cents ($.15) per ticket in lieu of gratuities.

     14.11. Banquet prices shall be posted immediately before the commencement of the function. In addition, all persons serving the function who are entitled to share in the distribution of gratuities shall receive with their paycheck a written statement reflecting the distribution of wages and gratuities for each function worked by said employee during the pay period.

     14.12. Employee selection and assignments regarding the utilization of extras in the Catering Department shall be as follows:

     (a) Chain gang — food servers and bartenders.

     (b) “B” list employees who are not otherwise scheduled to receive forty (40) hours of work during the week in which the function occurs.

     (c) Regular employees who are not otherwise scheduled to receive forty (40) hours of work during the week in which the function occurs.

     (d) Other regular employees.

     (e) All others.

     14.13. Steady banquet employees, i.e., chain gang, will rotate assignments on a job-to- job basis.

     14.14. Banquet employees shall work in a private dining room only when the room is closed and the normal servers have their regular day off and the a la carte menu is not being used.

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ARTICLE 15¹⁵

HEALTH AND WELFARE, PENSION AND SEVERANCE FUNDS

     15.1 A. The Employer agrees to contribute to the Hotel Employees and Restaurant Employees International Union Welfare Fund (“Welfare Fund”), the sum listed below for all hours paid (defined as straight time, overtime, holiday and vacation hours paid and excluding all other hours paid) for each regular employee covered by the CBA, and also including steady extra Banquet Food Servers and Bartenders (i.e. Chain Gang) and B List employees. Said contributions shall be submitted monthly, together with a report of the employee data required by the Welfare Fund, in the format required by the Welfare Fund, by the fifteenth (15^th) day of the month following the month for which contributions are to be made. The Employer must report all new hires to the Welfare Fund on a monthly basis. The information to be reported to the Welfare Fund for employees will include: hire date, social security number, classification, address, hours worked, H&W hours, amount paid and employee status (active, LOA, term, layoff, vacation, etc.).

     B. Effective November 3, 2004, Welfare Fund contributions based on vacation payments made to employees shall be paid to the Welfare Fund, together with a separate report to be filed with the Welfare Fund by the fifteenth (15^th) day of the month following the month in which the vacation payments were made to employees, including, vacation payments made for vacation that was accrued prior to but paid on or after November 3, 2004, and pro-rated vacation, if any, pursuant to Article 9.7 of the CBA. For purposes of calculating Welfare Fund contribution amounts for vacation hours, hours paid shall be determined by dividing the full vacation pay paid to the employee by the employee’s hourly rate at the time the vacation payment is made. Hours paid shall then be multiplied by the contribution rate at the time the vacation payment is made. This information will be provided to the Welfare Fund at the time the Welfare Fund contribution is made to the Welfare Fund. Such Welfare Fund contribution based on vacation hours will be held in escrow by the Welfare Fund for a period of 364 days from the employee’s anniversary date. The Welfare Fund will attribute the contributions toward each particular employee as vacation is taken or, if the vacation is not taken during the year or if the employee terminates his/her employment prior to exhausting the contributions made based on vacation hours paid, the Welfare Fund shall retain the unused portion of the contributions in the general assets of the Welfare Fund. In order to properly account for all contributions, each employee must notify the Welfare Fund as to when approved vacation time has been taken. The Employer shall notify the Welfare Fund of all employees’ dates of hire within 3 weeks of the date the MOA was signed by the parties and every January 1” thereafter.

     C. Effective November 3, 2004, the Employer shall contribute at the rate of $3.31 per hour for the hours specified above to the Welfare Fund. Effective March 1, 2006, the Employer shall contribute at the rate of $3.60 per hour for the hours specified above to the Welfare Fund. Effective March 1, 2007, the Employer shall contribute at the rate of $3.91 per hour for the hours specified above to the Welfare Fund. Effective March 1, 2008*, the Employer shall contribute at the rate of $4.25 per hour for the hours specified above to the Welfare Fund. Effective March 1,2009*, the Employer shall contribute at the rate of $4.63 per hour for the hours specified above to the Welfare Fund. (*See Side Agreement Attachment 9 (entitled “Side Agreement for Health & Welfare Plan Contributions and Arbitration Procedure”) from 2004 Agreement for establishing Welfare Fund contribution rates in these years.)

     D. Regular employees shall be given written notification from the Employer if the number of hours contributed in the previous month to the Welfare Fund is less than the fund eligibility level.

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     E. The Welfare Fund contribution for all eligible employees will, for the month of September of each year of this CBA, be paid on one hundred twenty (120) hours (without regard to the hours paid in said month) at the contribution rate in effect in the preceding month. Provided, however, that the Union shall notify the Employer of any change in the minimum Welfare Fund eligibility requirement (i.e., present 120 hour rule) prior to August 1 in any year. In the event of such a change, the Employer may elect to either pay the minimum fund eligibility on all employees or make its payment on the regular basis. The Employer will notify the Union of its election prior to September 1 of such year.¹⁶

     F. A regular employee who is scheduled to work and who reports for work at the start of his/her scheduled shift and who is subsequently sent home by the Employer for a lack of work shall, except as limited below, have his/her Welfare Fund contribution paid for the balance of the number of hours the employee was scheduled to work on the shift. This guarantee does not apply where the Employer’s establishment or any part thereof is closed as a result of ACTS OF GOD; fire; loss of heat, water or electricity; failure of an entertainer to perform; national, state or local emergency; or the closure by the CCC or the DGE.

     15.2 — HERE International Union Pension Fund, HERE International Union Local 54 Severance Trust Fund and HERE Union Local 54 Pension Fund

     A. The Employer agrees to contribute to the Hotel Employees and Restaurant Employees International Union Pension Fund (“International Pension Fund”), Hotel Employees and Restaurant Employees International Union Local 54 Severance Trust Fund (“Severance Fund”), and the Hotel Employees Restaurant Employees Union Local 54 Pension Fund (“Local 54 Pension Fund”) the sums listed below for each straight-time hour paid (excluding vacation, holiday, overtime and any other hours paid) to each regular employee covered by this CBA. Pension and Severance contributions shall also be made for each straight-time hour paid (excluding vacation, holiday, overtime and any other hours paid) to steady extra Banquet food servers and bartenders (i.e. Chain Gang). Said contributions shall be submitted monthly to, respectively, the International Pension Fund, the Severance Fund, and the Local 54 Pension Fund, together with a report of the employee data required by the trust fund for each such found, in the format prescribed by the respective trust fund, by the fifteenth (15^th) day of the month following the month for which contributions are to be made.

     B. International Pension Fund Contribution Rates

10/1/04 —	$.573 per hour
10/1/05 —	$.673 per hour
10/1/06 —	$.773 per hour
10/1/07 —	$.873 per hour
10/1/08 —	$.973 per hour

     C. Severance Fund Contribution Rates

     Effective October 1, 2004 — $0.05 per hour

     Effective September 15, 2008 — $0.10 per hour for the first year of employment, $0.14 per hour for the second year of employment and $0.19 per hour thereafter

     D. Local 54 Pension Fund Contribution Rates

     $0.50 per hour on all straight-time hours paid as set forth in Section 15.2 A. above for the life of the CBA.

     15.3 — The Employer and the Union agree to be bound by the Agreements and Declarations of Trust of each of the Welfare Fund, International Pension Fund, Severance Fund,

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and Local 54 Pension Fund as may, from time to time, be amended, and they do hereby irrevocably designate as their respective representative on the Boards of Trustees, such Trustees named in said Agreements and Declarations of Trust as Employer and Union Trustees, together with their successors selected as provided therein, and agree to abide by and be bound by all procedures established and actions taken by the Trustees pursuant to said Trust Agreements. Any provision in this Agreement that is inconsistent with the Agreements and Declarations of Trust, or the Plan of Benefits, rules, or procedures established by the Trustees, shall be null and void.

ARTICLE 16

VISITATIONS AND NOTICES ¹⁷

     16.1. Designated Union representatives shall have the right to visit the Employer’s establishment at reasonable times in order to investigate matters relative to wages, hours, working conditions and grievances. Such visits, however, shall not be made at such times or in such manner as shall interfere with the proper management and operation of the casino hotel. Union representatives shall notify the Employer’s Director of Labor Relations or designated representative in advance to arrange a time for and describe the nature of intended visits.

     16.2. Subject to the notification provision of paragraph 16.1 hereof, the Employer shall permit the Union to post announcements of meetings and functions in areas specifically designated by the Employer.

ARTICLE 17

NO STRIKES — NO LOCKOUTS

     17.1 Both the Union and the Employer recognize the service nature of the hotel-casino business and the duty of the hotel-casino operator to render continuous and hospitable service to the public in the way of lodging, food and other amenities and accommodations. The Union agrees that it will not call, engage in or sanction any strike, sympathy strike, work stoppage, slow-down, picketing, sit-down, sit-in, boycott, refusal to handle merchandise or any other interference with the conduct of Employer’s business for any reason whatsoever. This shall include dealings by the Employer with non-union suppliers, deliverymen, organizations, or other employees not covered by this Agreement. The Union further agrees that it will not interfere with any guest or tenant at the hotel while s/he is a guest or tenant occupying a room or space who sells or exhibits non-union merchandise or employs non-union help. The Employer agrees that it shall not lock out its employees or any part of them covered by this Agreement.

ARTICLE 18

MOST FAVORED EMPLOYER

     Recognizing the competitive nature of the hotel-casino industry and the desirability of maintaining a balance among the hotels in Atlantic City, the Union agrees that if it enters into any contract with another Employer operating a hotel-casino in Atlantic City containing terms as to wages, hours or conditions which are more favorable to said other Employer than the terms or conditions of this contract, then at Employer’s option, said terms shall be incorporated into this Agreement and become supplementary thereto. The Union agrees that upon demand of the Employer it shall exhibit to the Employer or its authorized representative any Agreement entered

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into with another hotel-casino in Atlantic City, New Jersey. A failure on the part of the Employer to insist upon the application of this section, whether said failure is intentional or a result of an oversight, shall not constitute a waiver of Employer’s right to demand enforcement of this provision on other occasions. Nothing herein contained shall be interpreted to render this provision applicable to a hotel or motel which does not own or operate a casino in Atlantic City, New Jersey.

ARTICLE 19

FUNERAL LEAVE

     19.1 Regular employees shall be entitled to leave of up to three (3) scheduled workdays with pay to attend the funeral of a member of the employee’s immediate family, defined as mother, father, grandparents, grandchildren, sister, brother, spouse, child or domestic partner (as defined and established by HEREIU Welfare Fund or as proven with the same evidence as required by the HEREIU Welfare Fund). The Employer may require proof of death and/or relationship to employee. If, due to unique circumstances, an employee requires additional time, s/he may request such additional unpaid time off in accordance with the provisions of Article 4, Sections 4.1, 4.2, and 4.4, which will not arbitrarily or unreasonably be denied.

ARTICLE 20

MISCELLANEOUS PROVISIONS

     20.1. a) Room attendants shall be assigned and expected to complete two (2) rooms per scheduled hour of work. A bedroom and parlor or bedroom and kitchen shall equal two (2) rooms. Other rooms sold as suites or bedrooms with two (2) baths shall equal one and one-half (l¹/2 ) rooms. Extra rooms premiums shall be $5.00. The premium for cots and cribs shall be $1.50. Said room attendants shall receive a receipt for every extra room cleaned and every cot serviced before leaving the premises each day. Room attendants who use electric vacuum cleaners shall be assigned one (1) less room per eight (8) hour shift.

     b) When the Employer renovates and/or builds new rooms, or adds amenities to the rooms, the Employer will notify the Union and the Employer and Union will meet and discuss the room credits.

     20.2. Health and Safety

     a) The Employer agrees to provide a safe and healthy work environment for all employees covered by this Agreement as required under Federal and/or State laws, including all appropriate training.

     b) The Employer agrees to give deliberate response to all safety violations cited by OSHA. Every effort will be made to attempt to rectify the situation according to the law and where the corrective action does not jeopardize the operational effectiveness or employee’s safety.

     c) The Employer shall provide, at no cost to employees, all safety equipment that is required by law (excluding shoes) such as safety glasses, gloves, safety belts or masks. The employee is responsible to maintain the items in a proper manner, and is responsible for the replacement cost of any item lost, stolen or destroyed other than due to normal usage. Employees are required to use all safety equipment provided by the Employer and return same upon termination of employment.

     20.3. The Employer may not schedule managers to replace bargaining unit employees on an employee’s day off.

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     20.4. Management Guidelines — Employer shall establish and give to the Union written guidelines that address the responsibilities and conduct of Supervisory Personnel. Said guidelines shall be designed to promote efficient, smooth and consistent operations of the Employer’s business and to ensure equal treatment to employees and shall not conflict with any portion of this Agreement.

     20.5. Hosts, hostesses, captains, food servers, cocktail servers, bus persons, and banquet food servers shall not be called upon to clean, polish, vacuum, sweep, service or maintain hotel or kitchen equipment or be required to perform other duties normally assigned to non-tipped personnel. These restrictions shall not apply where the quality of service provided to guests would be adversely affected. In no event would these duties be regularly or routinely assigned to tipped employees.

     20.6. Bartenders shall be required to perform the normal handling of checks. They shall not be responsible for checks issued to cocktail servers. Bartenders performing special duties shall receive ten dollars ($10.00) a day above their regular rate when mutually agreed upon by the Parties.

     20.7. In the event that the Employer shall become the owner/operator of another hotel casino in Atlantic City, New Jersey, and the Union presents the Employer with proof, by a membership or authorization card check, that the Union lawfully represents a majority of the employees in the appropriate bargaining unit in said hotel-casino (consistent with the type of culinary unit in existence in the Atlantic City hotel-casino industry), the Employer agrees to recognize the Union as the exclusive bargaining representative of said employees without the need to conduct a representation election. If and when recognition is so obtained, the Employer and the Union will adopt the terms and provision of this Agreement. Pending the conclusion of such an Agreement, the initial wages, hours and working conditions will not be such as to undermine the prevailing area standards, as reflected in this Agreement; provided, however, that for purposes of developing a stable work force in the opening phase, the Employer and Union agree that:

     (a) The Employer’s obligations with respect to Pension and Severance contributions for newly-hired (as opposed to transferred) employees shall not become effective before six (6) months after the date of opening.

     (b) The Parties may agree (but neither is obliged to agree) to delay the implementation of any other provisions of this Agreement deemed appropriate for a reasonable period. The Union will cooperate and respond in supplying all employee hiring needs to the extent the Employer seeks such supply and referrals.

     20.8 Subcontracting and Subleasing:

     1. It is recognized that the Employer and the Union have a common interest in protecting work opportunities for all employees covered by this Agreement and employed on a regular basis.¹⁸ Therefore, no work customarily performed by employees covered by this Agreement as of the effective date of this Agreement (other than set forth below) shall be performed under any lease, contract, sub-lease, sub-contract, or other agreement unless the terms of any lease, contract, sublease, subcontract or other agreement specifically states that (a) all such work shall be performed only by members of the bargaining unit covered by this Agreement and (b) the Employer shall at all times hold and exercise full control of the terms and conditions of employment of all such employees pursuant to the terms of this Agreement. The provisions of this Article apply to all operations on the Employer’s premises covered by this Agreement regardless of location or displacement of employees or prior use of the area occupied by such operations. Notwithstanding the foregoing provisions, the Employer may continue to purchase

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products and services from outside sources to the extent they have been in the past. In addition, these provisions shall not be applicable to those food, snack and beverage operations commonly referred to as “fast food” or counter service as for example, Starbucks, TCBY Yogurt, and Cinnabun, etc.

     2. Notwithstanding the above, the parties specifically agree that this Article shall not apply to the business operations of any person or entity occupying space pursuant to a lease, contract, sub-lease, subcontract or other agreement with the Employer entered into prior to the effective date of this Agreement (such leases, contracts, subleases, subcontracts or agreements being referred to herein as the “Existing Contracts”) nor to the space they are occupying or will occupy, provided that the square footage of such location or relocation may not be expanded by more than twenty-five (25%) of the present square footage occupied or to be occupied. The foregoing sentence shall apply to the Existing Contracts notwithstanding that the space to be occupied under the Existing Contract has not yet been built out, occupied or opened for business and to any Assignees, Subtenants, or replacement tenants subsequently occupying the space and shall continue for the duration of any renewal or extension of the term of such Existing Contract or any replacement contract. This exclusion shall further apply to any extensions or modification of any Existing Contract, including without limitation those modifications which may involve assignment of an Existing Contract, tenant relocation or the expansion of space occupied pursuant to an Existing Contract.

     3. No bargaining unit employee shall be laid off or suffer any loss of wages, benefits, seniority, hours of work, or classification as a consequence of any Employer decision pursuant to paragraphs 1 and 2, above. The Employer agrees to bargain with the Union regarding the impacts, if any, of any such Employer decision.

     20.9. Employees with over one (1) year’s continuous service shall accrue one (1) normally scheduled day’s pay for attendance without absence from any scheduled shift (except only days hospitalized) during any three (3) month period of continuous employment. In no event may the employee earn more than four (4) such days pay during any anniversary year. Periods when an eligible employee is on leave of absence shall not be included as part of any three (3) month period. Earned pay shall be paid by separate check following the employee’s anniversary date.

     20.10. Apprenticeship Program: The Employer agrees to establish a registered joint labor management culinary apprenticeship program by May 1, 2000 and to participate in an industry wide joint apprenticeship training committee that will adopt the minimum standards for qualification in the relevant cooks’ classification. The Apprentice Cook rate (below) will be on a separate schedule:

Start	$	7.41
6 months	$	7.91
12 months	$	8.90
18 months	$	9.39
24 months	$	9.89

ARTICLE 21

SUCCESSORS AND ASSIGNS

     21.1 Ownership. This Agreement shall cover all employees employed in classifications listed in Schedules A, A-l, A-2, A-2(2) and Schedule B in operations within the jurisdiction of the Union which, during the term of this Agreement, are owned by, operated by or substantially under the control of the Employer. The term “Employer” shall be deemed to include any person, firm, partnership, corporation, joint venture or other legal entity substantially under the control of the Employer covered by this Agreement, or one or more principal(s) of the Employer covered

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by this Agreement or a subsidiary of the Employer covered by this Agreement, or any person, firm, partnership, corporation, joint venture or other legal entity which substantially controls the Employer covered by this Agreement.

     21.2 Obligations on Employer Selling or Assigning.

In the event that the Employer sells, transfers, or assigns all or any part of its right, title, or interest in the operation covered by this Agreement or substantially all of the assets used in such operation, or in the event there is a change in the form of ownership of the Employer, the Employer shall give the Union reasonable advance notice thereof in writing, and the Employer further agrees that as a condition to any such sale, assignment or transfer, the Employer will obtain from the successor or successors in interest a written assumption of this Agreement and furnish a copy thereof to the Union, in which event the assignor shall be relieved of its obligations hereunder to the extent that the assignor has fully transferred its right, title or interest. The Union shall not be required to post a bond or other security as a condition to obtaining an injunction or other equitable relief against a violation or threatened violation of this Section.

     21.3 Obligations on Successor Employers.

This Agreement shall be binding upon the successors and assigns of the parties hereto. No provisions, terms or obligations herein contained shall be affected, modified, altered or changed in any respect whatsoever by the consolidation, merger, sale, transfer or assignment of the Employer’s interest, or any part thereof, in any establishment covered by this Agreement.

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ARTICLE 22

TERM OF CONTRACT

     22.1. This contract shall supersede any other contract in effect between the Employer and the Union and any prior or pre-existing contract, regardless of its named expiration date is hereby canceled and voided, to the intent and purpose that this shall be the only contract between the Employer and the Union and shall supersede any contract between the Employer and individual member or members of the Union coming within classifications covered by this Agreement.

     22.2. The Union anticipates negotiating new or amended contracts with other casino hotels and/or the Casino Hotel Association upon expiration of the current contracts. The Employer shall have the right to exercise the option of adopting the first such contract as its own, provided such option is exercised at least sixty (60) days prior to September 14, 2009. If such option is exercised, the instant contract shall remain in effect until such time as the new contract (with its appropriate retroactivity) becomes applicable. Any such contract shall contain the present Article 18 Most Favored Employer language. In the event more than six (6) of the casino hotels exercise the aforesaid option, the option provided herein shall be null and void and of no further effect.

     22.3. Amendments, additions and/or deletions to this Agreement, with the exception of powers under Articles 18 and 21, paragraph 22.2, will be null and void unless in writing and signed by the Parties hereto.¹⁹

     22.4. The collective bargaining agreement shall remain in effect until 11:59 p.m. on September 14, 2009 and shall continue in full force and effect from year to year thereafter, unless either party serves sixty (60) days written notice of its intention to terminate, modify, or amend the Collective Bargaining Agreement

     IN WITNESS WHERE OF, the undersigned Parties have hereunto set their hands and seals this       day of                      2005.

ADAMAR OF NEW JERSEY, INC.,D/B/A TROPICANA CASINO AND RESORT
BY:
UNITE HERE LOCAL 54 INTERNATIONAL UNION
BY:
	C. Robert McDevitt, President
BY:
	Donna M. DeCaprio, Secretary Treasurer

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SPECIAL DUTY RATES: The following rates will be paid only for hours actually worked in these classifications:

High Window Washer — $2.75/hr. + Heavy Porter rate
Stationary Bell Captain — $l.00/hr. + Bell Captain Rate
Leads — $.50 per hr. + applicable rates
Convention Services Attendants — $.75/hr. + Heavy Porter rate
Showroom Captains who work shows with direct seating will receive four (4) hours guarantee of work.

WAGE AGREEMENT

1. TOP SCALE BONUSES — Bonuses (“Top Scale Bonuses”) shall be paid to all employees in the classifications²⁰ set forth in Schedule A-l who are at the top scale rate or above (such employees hereinafter referred to as “Top Scale Employees”) effective September 14, 2005 and September 14, 2006, respectively. The Top Scale Bonuses for 2005 shall be paid no later than the first pay date following October 7, 2005 and, for 2006, by no later than September 30, 2006. The Top Scale Bonuses shall be calculated, respectively, by multiplying $0.25 by each straight time hour worked by a Top Scale Employee for the employer in the period commencing September 15, 2004 and ending September 14, 2005, and the period commencing September 15, 2005 and ending September 14, 2006. Top Scale Bonuses shall only be paid to those Top Scale Employees who were in the employ of the employer as of September 15, 2005 and September 15, 2006, respectively (including those Top Scale Employees who retain seniority under the 2004 CBA but who are in layoff or leave of absence status as of those dates). Top Scale Bonuses are payable on straight time hours worked by such Top Scale Employees for such employer only. Top Scale Bonuses shall be issued by each employer in a separate bonus check to each eligible Top Scale Employee, subject to all required taxes and withholdings. The Top Scale Bonuses for 2005 shall be subject to the minimum tax withholdings required by applicable law and regulation.

2. TOP SCALE RATE IN EACH CONTRACT YEAR — The rate to be paid to Top Scale Employees (the “Top Scale Rate”) in each classification listed in Schedule A-l shall be the Top Scale Rate effective 9/14/04 set forth in the CBA (unless the employee is already paid at a higher rate), except that such Top Scale Rates (or higher rates) shall increase by $0.25 effective 9/15/2007 and by $0.30 effective 9/15/2008.

3. WAGE RATES FOR EMPLOYEES IN STEPS SET FORTH IN SCHEDULES A & A-2 TO THE EXPIRED CBA

a. All employees hired prior to September 15, 2004, who as of such date were in the wage progressions (the “Wage Progressions”) listed in Schedules A and A-2 (have not reached the Top Scale Rate), shall for the period commencing September 15, 2004 and ending September 14, 2005, be frozen at the wage rate in effect for each such employee as of September 14, 2004. All such employees are referred to as Frozen Employees herein.

b. Except as limited herein, all Frozen Employees shall, on September 15, 2005, advance one (1) step in the Wage Progressions from the wage rate in effect for each such employee as of September 14, 2004. On each successive September 15, the Frozen Employees shall progress one (1) additional step in the Wage Progressions. This includes all Frozen Employees regardless of their current step, including those who are working at the start rate and 1 -year rate and who would not normally advance a step until their next employment anniversary date. This also includes Frozen Employees working at the 7^th step Wage Progression rate, who will move to the current Top Scale Rate.

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c. Except as limited herein, all Frozen Employees, regardless of their current Wage Progression step, shall no longer progress through the Wage Progression steps on their employment anniversary date, but shall progress through the Wage Progression steps on September 15 of each year only (commencing September 15, 2005).

d. Except as limited herein, Employees hired on or after September 15, 2004 (“New Hires”) in classifications included in Schedule A-2 shall progress normally through the steps in Schedule A-2 (i.e., year 1 on anniversary date, year 2 on anniversary date, steps 3 and above on September 15 of such year, unless otherwise set forth below).

e. Effective for the contract years of September 15, 2007 through September 14, 2008 (“Year 4”), and September 15, 2008 through September 14, 2009 (“Year 5”), all employees in classifications included in Schedules A and A-2 who have not yet achieved the Top Scale Rate prior to September 15, 2007, shall receive their Year 4 wage increase and Year 5 wage increase, respectively, in 50% increments spread six months apart. This shall be the case for employees moving through any step in the scales, which includes the following steps: start to 1 year; 1 year to 2 year; 2 year to 3^rd step; 3^rd step to 4^th step; 4^th step to 5^th step; 5^th step to 6^th step; 6^th step to 7^th step, and; 7^th step to the Top Scale Rate. All such moves shall occur on September 15 and March 15 of Year 4 and Year 5, respectively, except for such moves relating to employees moving from start rate to 1 year rate and 1 year rate to 2 year rate in Year 4 and/or Year 5, who shall move 50% on their employment anniversary date and 50% on the 6 month anniversary of their employment anniversary date (e.g., for an employee hired on 2/15/07 — 50% of 1 year Wage Progression increase on February 15, 2008 and 50% of 1 year Wage Progression increase on August 15, 2008).

4. EXAMPLES — All of the agreements set forth herein are expressly qualified by the examples set forth in Attachment 11, which are incorporated herein and made a part hereof by reference. If there is any dispute regarding the intent of any proposal set forth herein, the examples set forth in Attachment 11 shall provide the controlling interpretation. The examples used are for the classification of bartenders, but shall be applied equally to all classifications set forth in Schedules A, A-l, A-2 and A-2(2).

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SCHEDULE “B”

Starting Wages for Banquet Extras*

	CHAIN		B-LIST
Food Servers		6.11		5.09
Captains		7.54		6.52
Food Service Att.		6.59		5.57
Bartenders		10.16		8.12
Bartenders, Ser.		12.42		9.95

     Employees will receive wage increases as follows:

1 .CHAIN GANG AND B-LIST EMPLOYEES — Chain Gang and B-List employees shall receive a bonus in 2005 and 2006 using the same formula and rules as is being used for Top Scale Bonuses in September 2005 and September 2006, and as set forth in paragraph 1 of the Wage Agreement above. The bonuses for B-List employees shall be payable only by the employer for whom the B-List employee primarily worked. The determination of this employer responsibility shall be made in the same manner as is detailed in the side letter addressing health and welfare contributions for B-List employees that is attached to the CBA (i.e., the employer for whom the B-List employee worked the most hours is responsible for paying that employee a bonus for all hours he/she worked for that employer only). Given that the determination of employer responsibility for the payment of the B-List bonuses will require the mutual exchange of information between the Union and each AC Casino, the B-List Bonuses in 2005 and 2006 shall be payable within 15 days after the parties have agreed upon financial responsibility for the B-List Bonuses. The effective wage rate for Chain Gang employees only (and not B-list employees or other extras) shall remain unchanged, except that such rates shall increase by $0.25 effective 9/15/2007 for all such Chain Gang employees on the payroll as of 9/15/2007 and by $0.30 effective 9/15/2008 for all such Chain Gang employees on the payroll as of 9/15/2008. The effective wage rate for B-List employees and other extras only (and not Chain Gang employees) shall remain unchanged, except that such rates shall increase by $0.15 effective 9/15/2007 for all such B-List employees and other extras on the payroll as of 9/15/2007 and by $0.15 effective 9/15/2008 for all such B-List employees and other extras on the payroll as of 9/15/2008. The start rates listed above for B-List and Chain Gang shall remain unchanged for the duration of this Agreement.

     The above stated rates are calculated on the basis of twenty (20) covers to be served by the food servers. In the event a food server is called upon by Employer to serve more than twenty (20) covers, extra compensation shall be paid by dividing the above stated rates by twenty (20) and multiplying said sum by the number of extra covers served. Each food server shall be required to set up and break down his/her own stations and shall receive no extra compensation therefor. If, however, a food server is called upon to set up or break down more than his/her twenty (20) place settings, s/he shall receive four cents ($.04) per place setting set up or broken down more than twenty (20).

* There shall be a four (4) hour minimum for all banquet extras, except extra bartenders who shall be guaranteed eight (8) hours.²¹

     In the event regular food servers are called upon to serve banquets, they shall immediately punch out from the regular department and punch into the banquet department and will thereupon be entitled to receive the above banquet rates.

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BANQUET EXTRAS

     Overtime of four (4) hour minimum — same hourly rate of pay.

     Over one-half (¹/2) hour — goes to full hour.

     Over eight (8) hours — time and one half regular hourly rate.

MODEL BANQUET STATEMENT

NAME

DATE	FUNCTION	PAY		GRATUITY		EXTRA COVERS
10/16/83	Lunch	$	14.00	$	15.75
10/17/83	Reception	$	14.00	$	24.50
10/18/83	Dinner	$	14.00	$	18.50	$	7.00

(SAME STATEMENT FOR BARTENDERS WORKING PARTIES)

EXTRA PAY FOR EXTRA COVERS

     Anyone required to work more than their normal twenty (20) covers for banquets, (except continental breakfasts), thirty (30) covers for buffets, over fifteen (15) covers for French service banquets, will receive the pay for extra covers set up; e.g., ten (10) extra covers, $7.00 extra pay, or seventy cents ($.70) per extra cover set up.

GRATUITY FOR EXTRA COVERS

     Employees who work extra covers will receive a full gratuity for covers actually worked. This is done by taking the full gratuity for the extra covers worked first, then dividing the remainder of the gratuity equally among the servers.

GUARANTEE COVERS

     When a party has a guarantee and the party falls below the guarantee, then the guarantee of covers will be paid at the fifteen percent (15%) gratuity, provided the Employer is able to collect said guarantee.

REPORTING PAY

     When extras report to work and are sent home for lack of work, they shall receive full hourly pay for the scheduled shift.

EXTRA EMPLOYEES

     1. Extra employees are subject to the same grievance procedure and progressive system of disciplinary action as steady employees after fifteen (15) days of actual work for the Employer.

     2. Banquet employees shall not be required to separate silver, move heavy carts, or set up stations that are not their stations. However, if scheduled as set-up and break-down crews, then banquet personnel scheduled will be required to set up no more than two (2) stations.

EXTRA BARTENDERS

     Extra bartenders shall not be obligated to work more than one (1) party during any eight (8) hour shift. In emergency situations, a regular bartender, with his/her consent, may be assigned to work parties. Any extra bartender required to work a combination bar will receive the service bartender’s rate.

32

BARGAINING MINUTES AND SIDE AGREEMENTS

Endnotes have been inserted throughout the Agreement as a matter of convenience and their location does not define, alter, vary or serve to interpret any provision of this Agreement.

1. Article 3, Control Discharge & Seniority, Section 3.1 — This bargaining minute describes the parties’ understanding of any arbitration involving an employee’s overt, discourteous conduct toward a guest or patron. No negative inferences will be drawn by an arbitrator against the Employer if a guest or patron, who was the object of overt, discourteous conduct by a grievant or grievants, is unable or unwilling to testify at the arbitration. In lieu of a personal appearance, the testimony of the guest or patron may be taken by alternative methods, such as telephonic or video conferencing, providing the Union can verify the identity of the guest or patron.

When the Employer advises the Union that a guest will appear at an arbitration, either telephonically or in person, a Union representative may only contact the guest by telephone together with a representative of the Employer’s Labor Relations Department.

Notwithstanding this agreement, there will be no change in the rules of evidence normally utilized in an arbitration process. This bargaining minute does not affect any other types of cases. See page 5 for location of endnote.

2. Article 3, Section 3.3(c) — Each of the Employers recognize that personal service of a disciplinary notice on an Employee in the workplace is a good personnel practice which they intend to continue. On occasion, for one reason or another, an Employer may not be able to do so, in which case mailing on or before the seventh day will suffice as notice hereunder. In no event, however, will such mailings be regularly substituted for personal service. See page 5 for location of endnote.

3. Article 3, Section 3.3(d) — This bargaining minute describes the Parties’ understanding regarding the administration of Article 3, Section 3.3 (d). If in a just cause arbitration, the Union introduces an employee’s past service record beyond the twelve month period in any arbitration, the Employer may introduce the employee’s entire disciplinary record and the arbitrator may consider such record in his/her award. See page 5 for location of endnote.

4. Article 3, Section 3.7(d) — The Parties agree that seniority will not govern “Choice of station or floor assignments, as otherwise qualified,” pursuant to Article 3, Section 3.7 (d), in those classifications/departments where the Employer has traditionally assigned employees. The above shall apply to those areas which fall within the realm of traditional assignment. This will include, but not be limited to, existing areas, expansion of existing areas, creation of new areas or any other type of expansion which is part of the Employer’s operation. Additionally, the Employer agrees that it will not make assignments for punitive or retaliatory purposes. See page 6 for location of endnote.

5. Article 4, Leave of Absence — With respect to the issue of excessive leaves of absence, the Parties agree that an Employer has a reasonable expectation that an individual who accepts a full time position will be available to work full time with due consideration for that employee’s statutory and contractual rights and circumstances which may arise in his/her personal life. See page 9 for location of endnote.

6. Article 5, Grievance & Arbitration — This Article subject to a side agreement between the Parties attached hereto as Attachment 2. See page 10 for location of endnote.

33

7. Two Bargaining Minutes as follows: See page 10 for location of endnote.

     Article 5, Grievance & Arbitration, Section 5.1 (a) — The Parties agree that the purpose of step 1 (a) of the grievance procedure in cases dealing with discipline and discharge is to require employees to first attempt to resolve such grievances at the department head level. Any employee who files a written grievance within seven (7) calendar days after his/her receipt of the disciplinary notice shall not be foreclosed from further processing of his/her grievance. If the grievant, however, fails to utilize a step 1 (a) and files a grievance within seven (7) days, s/he has seven (7) days from the filing of the grievance to attempt to resolve the grievance with the department head or s/he is precluded from pursuing the grievance. If the employee timely attempts the step 1 (a), the Employer reserves the right to postpone any further processing of such a grievance until the step 1 (a) has been completed, not to exceed seven (7) days. See page 10 for location of endnote.

     Article 5, Grievance & Arbitration, Section 5.1(a) — The written disposition of a non-disciplinary grievance at Step l (a) will be non-precedential and will not be deemed to have modified or amended this Agreement. See page 10 for location of endnote.

8. Article 5, Grievance & Arbitration, Section 5.1(b) — In any step 1 (b) meeting under Article 5, the Parties agree that as long as the Union has given sufficient notice and space is reasonably available, a room will be made available with seating for all participants and a desk or table for the business representative to take notes. See page 10 for location of endnote.

9. Article 5, Grievance & Arbitration, Section 5.5 — The Parties agree that in handling discharge cases under Article 5, the Parties, their representatives and any arbitrator selected by the Parties recognize that best efforts shall be utilized to schedule an arbitration within five (5) months of the selection of the arbitrator. The arbitrator should suggest alternative times such as afternoons or evening sessions to achieve this goal. The failure to meet these time limits will not require any action by the arbitrator nor is the failure an arbitrable issue, but the Parties do recognize that the above stated time limitation is the goal that the Parties and the arbitrator seek to achieve. See page 11 or location of endnote.

10. Article 7, Shop Stewards — If the Employer relieves a Shop Steward from his/her employment duties to attend grievance hearings, it shall be without loss of pay. See page 12 for location of endnote.

11. Article 9, Vacations, Section 9.6(a)(b) — Vacation weeks which have not been selected after the final posting required by the Agreement and which the Employer has not closed and/or assigned are available on a first come first serve basis. Employees who wish to select these week(s) shall, on a form provided by the Employer, request the available week(s) fourteen (14) days in advance of the specific week(s). The Employer shall respond to the employee within seven (7) days of the request. See page 15 for location of endnote.

12. Article 12, Hours of Work and Overtime — This paragraph, which deals with shift scheduling in cases where the Employer decides to change a department’s hours of operation, is not intended to reduce the ability of the Employer to operate efficiently and effectively, does not restrict the Employer from changing hours of operation or from establishing new shift schedules, is not a guarantee for senior personnel of forty (40) hours or other customary shifts assignments and does not require shortened shift scheduling to be accomplished in inverse order of seniority. Within these constraints, it does reflect the Employer’s commitment consonant with its business

34

needs, to use its best efforts to enhance work opportunities for senior personnel when short shift schedules are implemented. See page 17 for location of endnote.

13. Article 14, Gratuities — This Section subject to a side agreement between the Parties attached hereto as Attachment 3. See page 19 for location of endnote.

14. Article 14, Gratuities, Section 14.6 — “Prominently” is defined as sufficiently legible so that patrons can easily see that gratuities are not included when s/he is signing for a complimentary. See page 19 for location of endnote.

15. Article 15, Health & Welfare, Pension & Severance — The parties agree that the terms and conditions of Article 15 of the parties prior CBA remained in full force and effect (effective 9/15/04 to 11/3/04) except as modified herein. See page 21 For location of endnote.

16. Article 15, Health & Welfare, Pension & Severance, Section 15.1E This Section is subject to a side agreement between the Parties attached hereto as Attachment 4. See page 22 for location of endnote.

17. Article 16, Visitation and Notices, Section 16.1 — This Article subject to a side agreement between the Parties attached hereto as Attachment 5. See page 23 for location of endnote.

18. Article 20, Miscellaneous Provisions, Section 20.8 — The protections and guarantees outlined in this section also apply to extra employees and is subject to a Side Agreement between the Parties attached hereto as Attachment 6. The parties agree that the exclusion of certain pre existing operations and “Existing Contracts” from the limitations of Section 20.8, as set forth in paragraph 2 of Section 20.8, does not include food and beverage service on the beach. See page 25 for location of endnote.

19. Article 22, Term of Contract, Section 22.3 — This provision subject to a side agreement between the Parties attached hereto as Attachment 7. See page 28 for location of endnote.

20. Wage Agreement — Throughout this Wage Agreement, the word “classifications” is intended to include all classifications in the respective schedules referred to herein and those historically added by the parties to the various CBAs by side agreement or otherwise. See page 29 for location of endnote.

21. Schedule B — This provision subject to a side agreement between the Parties attached hereto as Attachment 8. See page 31 for location of endnote.

35

ATTACHMENTS

Attachment 1	*Attendance Policy Implementation Procedure
	*Industry Attendance Policy
	*Side letter with reference to Section 10 of Memorandum of Settlement.
	*Memorandum of Settlement.
Attachment 2	*Side Agreement with reference to Article 5 Non-disciplinary Arbitration
Attachment 3	*Side Agreement with reference to Private Access Clubs and Room Service Amenities Gratuities
Attachment 4	*Side Agreement with reference to Article 15 Section 15.1 E
Attachment 5	*Side Agreement with reference to Article 16 Visitation Notices Section 16.1
Attachment 6	*Side Agreement with reference to Subcontracting
Attachment 7	*Side Agreement with reference to Article 22 Sections 22.1 and 22.3
	*List of Side Agreements from the previous Collective Bargaining Agreement
Attachment 8	*Side Agreement with reference to Banquet Dinner/Reception Gratuity
Attachment 9	*Side Agreement with reference to Article 15, Section 15.1C
Attachment 10	*Side Agreement with reference to UNITE HERE INTERNATIONAL UNION TIP
Attachment 11	*Side Agreement with reference to 401K Plan
Attachment 12	*Wage Progression Examples

36

UNITE HERE INTERNATIONAL UNION,
LOCAL 54 BENEFIT PLANS
Local 54 Protects its Members and their Eligible Dependents
*Life Insurance (Member Only)
* Accidental Death & Dismemberment Insurance (Member Only)
* Optical and Hearing Aid Benefit
* Comprehensive Medical Plan
* Comprehensive Dental Plan
* Comprehensive Prescription Plan
* International Pension Plan (Member Only)
* Severance Plan (Members Only)
* A.C. Pension Plan (Member Only)
For a copy of your detailed Local 54 Benefit Booklet, Benefit
Assistance, Eligibility Information, and/or Claims Forms,
contact your Benefit Office.
All new hires should contact the Fund Office, when hired,
for Benefit Eligibility Information:
H.E.R.E.I.U. Welfare Claims Office — 1st Floor
31 North Brighton Ave.
Atlantic City, NJ 08401
609-345-8212
Toll Free 1-888-437-3480
Above office open Mon. through Fri.- 9:00am to 4:30pm
(Excluding Holidays)

Local 54 Severance Fund
Union Hall — 1st Floor
203-205 Sovereign Avenue
Atlantic City, NJ 08401
609-344-5400
Administrator: Garden State Benefits Service, Inc.
Above office open Mon. through Fri. 8:00am to 5:00pm
(Excluding Holidays

YOUR LEGAL RIGHT TO
UNION REPRESENTATION

1.	You have the right to request a Union Representative at any interview that you reasonbly believe will result in discipline. Remember, you must make valid request for Union Representation.
2.	At any investigation, the Shop Steward has the right to inform the member of their contractual rights.
3.	A Shop Steward cannot be forced to remain silent: however, only the employee may give an account of the incident under investigation.
4.	Your right to Shop Steward also includes any security, surveillance or Labor Relations investigation.
5.	You have the right to refuse a polygraph test.
6.	If no Shop Steward is available when you request one, then the investigatory interview must be cancled. If the Employer refuses you a Shop Steward under the above conditions, please contact your Business Agent at Local 54 for further instructions.

UNITE HERE! LOCAL 54

EX-12.1

Exhibit 12.1

Calculation of Ratio of Earnings to Fixed Charges

(In Thousands)

																Pro Forma			Six Months Ended
	2002(1)			2003(1)			2004(1)			2005(1)			2006(1)			2006(2)			30-Jun-07
Earnings:
Pretax income from:
Continuing operations before income taxes	$	18,963		$	19,823		$	24,662		$	34,206		$	31,933		$	(20,134	)	$	10,150
Minority interest not incurring fixed charges		(2,594	)	$	(2,278	)	$	(1,801	)	$	(1,809	)	$	(1,652	)	$	(1,652	)	$	(2,317	)
Fixed charges		3,538			4,086			3,911			11,109			43,299			262,758			121,194
Amortization of capitalized interest		—			—			—			—			6			64			32
Less: Capitalized interest		—			—			—			—			(254	)		(1,286	)		—
Total earnings	$	19,907		$	21,631		$	26,772		$	43,506		$	73,332		$	239,750		$	129,059
Fixed Charges:
Interest expense	$	1,030		$	774		$	909		$	5,390		$	34,509		$	227,174		$	101,403
Capitalized interest		—			—			—			—			254			1,286			—
Amortization of debt costs		—			—			—			603			1,054			21,021			12,675
Interest portion of rentals		2,508			3,312			3,002			5,116			7,482			13,277			7,116
Total fixed charges	$	3,538		$	4,086		$	3,911		$	11,109		$	43,299		$	262,758		$	121,194
Rentals		5,015			6,624			6,003			10,232			14,963			26,553			14,232
Times rentals by 50%		2,508			3,312			3,002			5,116			7,482			13,277			7,116
Ratio of Earnings to Fixed Charges		5.63			5.29			6.85			3.92			1.69			—			1.06

(1)	Reflects calculation of ratio of earnings to fixed charges of Tropicana Casinos and Resorts.
(2)	Reflects calculation of ratio of earnings to fixed charges of Tropicana Entertainment on a pro forma basis to give effect to the Aztar Acquisition and the corporate reorganization that occurred immediately prior to the consummation of the Aztar Acquisition. For this period, earnings were inadequate to cover fixed charges by $23 million.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 20, 2007 with respect to the consolidated financial statements of Tropicana Casinos and Resorts, Inc. and Subsidiaries included in Amendment No. 1 to the Registration Statement (Form S-4, No. 333-144239) and related Prospectus of Tropicana Entertainment, LLC for the registration of $960,000,000 of its 9 5/8% Senior Subordinated Notes due 2014.

/s/ Ernst & Young LLP

Cincinnati, Ohio
October 15, 2007

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 23, 2007 with respect to the financial statements of CP Laughlin Realty, LLC included in Amendment No. 1 to the Registration Statement (Form S-4, No. 333-144239) and related Prospectus of Tropicana Entertainment, LLC for the registration of $960,000,000 of its 9 5/8% Senior Subordinated Notes due 2014.

/s/ Ernst & Young LLP

Cincinnati, Ohio
October 15, 2007

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 23, 2007 with respect to the financial statements of Columbia Properties Vicksburg, LLC included in Amendment No. 1 to the Registration Statement (Form S-4, No. 333-144239) and related Prospectus of Tropicana Entertainment, LLC for the registration of $960,000,000 of its 9 5/8% Senior Subordinated Notes due 2014.

/s/ Ernst & Young LLP

Cincinnati, Ohio
October 15, 2007

EX-23.5

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 23, 2007 with respect to the financial statements of JMBS Casino, LLC included in Amendment No. 1 to the Registration Statement (Form S-4, No. 333-144239) and related Prospectus of Tropicana Entertainment, LLC for the registration of $960,000,000 of its 9 5/8% Senior Subordinated Notes due 2014.

/s/ Ernst & Young LLP

Cincinnati, Ohio
October 15, 2007

EX-23.6

Exhibit 23.6

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 20, 2007 with respect to the financial statements of Aztar Corporation included in Amendment No. 1 to the Registration Statement (Form S-4, No. 333-144239) and related Prospectus of Tropicana Entertainment, LLC for the registration of $960,000,000 of its 9 5/8% Senior Subordinated Notes due 2014.

/s/ Ernst & Young LLP

Cincinnati, Ohio
October 15, 2007

EX-23.7

Exhibit 23.7

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 18, 2007 with respect to the financial statements of Argosy of Baton Rouge included in Amendment No. 1 to the Registration Statement (Form S-4, No. 333-144239) and related Prospectus of Tropicana Entertainment, LLC for the registration of $960,000,000 of its 9 5/8% Senior Subordinated Notes due 2014.

/s/ Ernst & Young LLP

Cincinnati, Ohio
October 15, 2007

EX-23.8

Exhibit 23.8

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Amendment No. 1 to Registration Statement on Form S-4/A of Aztar Corporation of our report dated February 23, 2006, except with respect to the effects of the discontinued operation discussed in Note 17, as to which the date is November 20, 2006, relating to the financial statements which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP
Phoenix, Arizona
October 17, 2007

/s/ PricewaterhouseCoopers LLP

EX-23.9

Exhibit 23.9

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-144239 on Form S-4 of Tropicana Entertainment, LLC of our report dated July 13, 2007 relating to the Statement of Direct Revenues and Expenses of Desert Palace, Inc for the period from January 1, 2005 through June 10, 2005 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP
Las Vegas, Nevada
October 16, 2007

/s/ Deloitte & Touche LLP