Tropicana Entertainment Inc. (Form: 10-Q, Received: 08/20/2010 15:52:08)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended June 30, 2010

Or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from to .

Commission file number 000-53831

TROPICANA ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

Delaware		27-0540158
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3930 Howard Hughes Parkway, 4 th Floor, Las Vegas, Nevada 89169

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: 702-589-3900

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o

Non-accelerated filer x		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No o

As of August 6, 2010, there were 26,312,500 shares outstanding of the registrant’s common stock.

Table of Contents

TABL E OF CONTENTS

PART I
ITEM 1.	FINANCIAL STATEMENTS	2
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	49
ITEM 4.	CONTROLS AND PROCEDURES	49
PART II
ITEM 1.	LEGAL PROCEEDINGS	50
ITEM 1A.	RISK FACTORS	50
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	51
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	51
ITEM 4.	RESERVED	51
ITEM 5.	OTHER INFORMATION	51
ITEM 6.	EXHIBITS	51
	SIGNATURES	52

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

TROPICANA ENTERTAINMENT INC.

CONDENSED BALANCE SHEETS

(amounts in thousands)

	Successor			Predecessors
	Tropicana			Tropicana			Columbia
	Entertainment			Entertainment			Properties			JMBS
	Inc.			Holdings,			Vicksburg,			Casino,
	June 30,			LLC			LLC			LLC
	2010			December 31, 2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	152,589		$	50,904		$	2,372		$	3,844
Restricted cash	21,570			2,772			—			—
Receivables, net	37,309			14,514			31			22
Due from affiliates	—			4,790			139			579
Inventories	3,870			1,749			—			—
Prepaid expenses and other assets	14,687			9,017			244			231
Total current assets	230,025			83,746			2,786			4,676
Property and equipment, net	459,857			423,650			10,558			16,229
Beneficial interest in Trust	—			200,000			—			—
Goodwill	63,935			16,802			590			8,432
Intangible assets, net	89,597			73,888			320			20
Investments	31,917			—			—			—
Receivable from affiliate	—			—			9,798			10,976
Reserve related to receivable from affiliate	—			—			(7,478		)	(5,451		)
Other assets, net	28,269			20,126			157			87
Total assets	$	903,600		$	818,212		$	16,731		$	34,969

LIABILITIES AND SHAREHOLDERS’ EQUITY/MEMBERS’ DEFICIT
Current liabilities not subject to compromise:
Current portion of debt	$	1,497		$	65,669		$	—		$	—
Accounts payable	55,523			24,639			577			450
Due to affiliates	—			2,897			2,601			767
Accrued expenses and other current liabilities	62,427			30,175			2,145			1,277
Notes payable to affiliate guarantors	—			7,000			—			—
Total current liabilities not subject to compromise	119,447			130,380			5,323			2,494
Long-term debt, net - related party	103,284			—			—			—
Other long-term liabilities	11,444			31,891			1,950			—
Deferred tax liabilities	63,935			29,980			—			—
Total liabilities not subject to compromise	298,110			192,251			7,273			2,494
Liabilities subject to compromise	—			2,449,900			3,455			1,434
Liabilities subject to compromise - guarantee of affiliate debt	—			—			2,289,249			2,289,249
Total liabilities	298,110			2,642,151			2,299,977			2,293,177
Commitments and contingencies
Shareholders’ equity/Members’ deficit:
Predecessors members’ deficit	—			(1,842,035		)	(2,283,246		)	(2,258,208		)
Tropicana Entertainment Inc. preferred stock at $0.01 par value; 10,000,000 shares authorized, no shares issued	—			—			—			—
Tropicana Entertainment Inc. common stock at $0.01 par value; 100,000,000 shares authorized, 26,312,500 shares issued and outstanding at June 30, 2010	263			—			—			—
Additional paid-in capital	605,909			—			—			—
Accumulated deficit	(1,951		)	—			—			—
Tropicana Entertainment Inc. shareholders’ equity	604,221			—			—			—
Noncontrolling interest	1,269			18,096			—			—
Total shareholders’ equity/members’ deficit	605,490			(1,823,939		)	(2,283,246		)	(2,258,208		)
Total liabilities and shareholders’ equity/members’ deficit	$	903,600		$	818,212		$	16,731		$	34,969

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

TROPICANA ENTERTAINMENT INC.

CONDENSED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

(unaudited)


	Successor			Predecessors									Successor			Predecessors									Predecessors
													Tropicana
	Tropicana			Tropicana			Columbia						Entertainment			Tropicana			Columbia						Tropicana			Columbia
	Entertainment			Entertainment			Properties			JMBS			Inc.			Entertainment			Properties			JMBS			Entertainment			Properties			JMBS
	Inc.			Holdings,			Vicksburg,			Casino,			Period from			Holdings,			Vicksburg,			Casino,			Holdings,			Vicksburg,			Casino,
	Three Months			LLC			LLC			LLC			March 8, 2010			LLC			LLC			LLC			LLC			LLC			LLC
	ended			Three Months ended									through			Period from January 1, 2010 through									Six Months ended
	June 30, 2010			June 30, 2009									June 30, 2010			March 7, 2010									June 30, 2009
Revenues:
Casino	$	147,322		$	76,322		$	2,901		$	3,721		$	187,459		$	55,416		$	1,189		$	3,498		$	162,360		$	6,811		$	9,046
Room	26,765			10,542			264			85			33,790			7,101			86			45			21,669			520			152
Food and beverage	22,471			14,181			262			88			28,713			9,306			75			78			30,656			654			199
Other	6,663			2,407			88			48			8,437			1,559			16			30			5,080			167			107
Gross revenues	203,221			103,452			3,515			3,942			258,399			73,382			1,366			3,651			219,765			8,152			9,504
Less promotional allowances	(38,111		)	(13,980		)	(300		)	(114		)	(48,374		)	(8,863		)	(95		)	(99		)	(31,210		)	(576		)	(775		)
Net revenues	165,110			89,472			3,215			3,828			210,025			64,519			1,271			3,552			188,555			7,576			8,729

Operating costs and expenses:
Casino	63,569			37,830			1,712			1,520			81,870			22,559			622			1,087			74,001			3,649			3,308
Room	8,036			5,459			292			65			9,856			2,819			62			24			10,286			585			124
Food and beverage	10,539			6,333			158			6			13,153			5,373			81			13			16,372			358			11
Other	2,491			1,511			26			—			3,133			1,081			7			—			2,993			42			—
Marketing, advertising and promotions	15,793			2,765			174			168			20,058			2,199			78			72			6,175			427			417
General and administrative	33,586			18,296			1,212			995			42,564			14,327			673			764			39,321			2,470			2,052
Maintenance and utilities	14,660			6,514			338			327			18,250			5,628			248			227			12,992			717			691
Depreciation and amortization	11,019			10,066			622			595			14,076			6,112			374			432			20,020			1,242			1,183
Impairment charges and other write-downs	—			154,330			—			—			—			—			—			—			154,330			—			—
Total operating costs and expenses	159,693			243,104			4,534			3,676			202,960			60,098			2,145			2,619			336,490			9,490			7,786
Operating income (loss)	5,417			(153,632		)	(1,319		)	152			7,065			4,421			(874		)	933			(147,935		)	(1,914		)	943
Other income (expense):
Interest expense	(8,156		)	(3,873		)	—			—			(10,306		)	(2,005		)	—			(2		)	(7,342		)	(5		)	—
Interest income	225			—			62			91			271			11			40			103			—			121			167
Loss related to guarantee of affiliate debt	—			—			(500		)	(500		)	—			—			—			—			—			(8,010		)	(8,010		)
Total other income (expense)	(7,931		)	(3,873		)	(438		)	(409		)	(10,035		)	(1,994		)	40			101			(7,342		)	(7,894		)	(7,843		)
Income (loss) from continuing operations before reorganization items and income taxes	(2,514		)	(157,505		)	(1,757		)	(257		)	(2,970		)	2,427			(834		)	1,034			(155,277		)	(9,808		)	(6,900		)
Reorganization items, net	—			(8,454		)	(13		)	(7		)	—			2,093,098			2,286,748			2,266,609			(19,732		)	(23		)	(18		)
Income (loss) from continuing operations before income taxes	(2,514		)	(165,959		)	(1,770		)	(264		)	(2,970		)	2,095,525			2,285,914			2,267,643			(175,009		)	(9,831		)	(6,918		)
Income tax benefit (expense)	849			(3,283		)	—			—			1,000			26,654			—			—			(4,977		)	—			—
Income (loss) from continuing operations, including noncontrolling interest	(1,665		)	(169,242		)	(1,770		)	(264		)	(1,970		)	2,122,179			2,285,914			2,267,643			(179,986		)	(9,831		)	(6,918		)
Loss from discontinued operations, net	—			(308,879		)	—			—			—			—			—			—			(316,546		)	—			—
Net income (loss), including noncontrolling interest	(1,665		)	(478,121		)	(1,770		)	(264		)	(1,970		)	2,122,179			2,285,914			2,267,643			(496,532		)	(9,831		)	(6,918		)
Less net (income) loss attributable to noncontrolling interests	22			(1,046		)	—			—			19			845			—			—			(2,165		)	—			—
Net income (loss)	$	(1,643	)	$	(479,167	)	$	(1,770	)	$	(264	)	$	(1,951	)	$	2,123,024		$	2,285,914		$	2,267,643		$	(498,697	)	$	(9,831	)	$	(6,918	)

Loss per common share:
Basic	$	(0.06	)										$	(0.07	)
Diluted	$	(0.06	)										$	(0.07	)
Weighted-average shares outstanding:
Basic	26,313												26,313
Diluted	26,313												26,313

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

TROPICANA ENTERTAINMENT INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY/MEMBERS’ EQUITY (DEFICIT)

(amounts in thousands)

																	Predecessors
																										Columbia
																	Tropicana									Properties			JMBS
	Successor																Entertainment									Vicksburg,			Casino,
	Tropicana Entertainment Inc.																Holdings, LLC						Total			LLC			LLC
			Additional											Total			Members’						Members’			Members’			Members’
	Common		Paid-in		Accumulated			Shareholders’			Noncontrolling			Shareholders’			Equity			Noncontrolling			Equity			Equity			Equity
	Stock		Capital		Deficit			Equity			Interest			Equity			(Deficit)			Interest			(Deficit)			(Deficit)			(Deficit)
Balances, January 1, 2010 (Predecessors)	$	—	$	—	$	—		$	—		$	—		$	—		$	(1,842,035	)	$	18,096		$	(1,823,939	)	$	(2,283,246	)	$	(2,258,208	)
Net income (loss)	—		—		—			—			—			—			2,123,024			(845		)	2,122,179			2,285,914			2,267,643
Balances, March 7, 2010 (Predecessors) (unaudited)	—		—		—			—			—			—			280,989			17,251			298,240			2,668			9,435
Elimination of Predecessors equity	—		—		—			—			—			—			(280,989		)	(17,251		)	(298,240		)	(2,668		)	(9,435		)
Issuance of 12,098,053 shares of common stock and 3,750,000 Ordinary Warrants upon emergence from Chapter 11	121		304,446		—			304,567			1,288			305,855			—			—			—			—			—
Issuance of 1,312,500 Penny Warrants in connection with Exit Facility	—		19,464		—			19,464			—			19,464			—			—			—			—			—
Balances, March 7, 2010 (Successor) (unaudited)	121		323,910		—			324,031			1,288			325,319			—			—			—			—			—
Issuance of 12,901,947 shares of common stock in connection with Tropicana AC acquisition	129		281,999		—			282,128			—			282,128			—			—			—			—			—
Issuance of 1,312,500 shares of common stock for Penny Warrants exercised	13		—		—			13			—			13			—			—			—			—			—
Net loss	—		—		(1,951		)	(1,951		)	(19		)	(1,970		)	—			—			—			—			—
Balances, June 30, 2010 (Successor) (unaudited)	$	263	$	605,909	$	(1,951	)	$	604,221		$	1,269		$	605,490		$	—		$	—		$	—		$	—		$	—

The accompanying notes are an integral part of these condensed financial statements.

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TROPICANA ENTERTAINMENT INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Successor			Predecessors									Predecessors
	Tropicana
	Entertainment			Tropicana			Columbia						Tropicana			Columbia
	Inc.			Entertainment			Properties			JMBS			Entertainment			Properties			JMBS
	Period from			Holdings,			Vicksburg,			Casino,			Holdings,			Vicksburg,			Casino,
	March 8, 2010			LLC			LLC			LLC			LLC			LLC			LLC
	through			Period from January 1, 2010 through									Six Months ended
	June 30, 2010			March 7, 2010									June 30, 2009
Cash flows from operating activities:
Net income (loss), including noncontrolling interest	$	(1,970	)	$	2,122,179		$	2,285,914		$	2,267,643		$	(496,532	)	$	(9,831	)	$	(6,918	)
Adjustments to reconcile net income (loss), including noncontrolling interest, to net cash provided by (used in) operating activities
Non-cash reorganization items and fresh start reporting adjustments	—			(2,098,064		)	(2,286,754		)	(2,266,614		)	—			—			—
Depreciation and amortization (including discontinued operations)	14,076			6,112			374			432			23,113			1,242			1,183
Amortization of debt discount and debt issuance costs	4,014			137			—			—			2,419			—			—
Impairment charges and other write-downs	—			—			—			—			586,149			—			—
Deferred income tax	—			(30,838		)	—			—			(125,819		)	—			—
Loss related to guarantee of affiliate debt	—			—			—			—			—			8,010			8,010
Changes in current assets and current liabilities:
Receivables, net	(5,712		)	2,942			8			(79		)	2,490			(40		)	24
Inventories, prepaids and other assets	(122		)	1,698			34			47			715			39			(19		)
Accrued interest	(1		)	(239		)	—			—			(10,825		)	—			—
Accounts payable, accrued expenses and other liabilities	(156		)	(1,994		)	(479		)	(432		)	(16,036		)	(648		)	(140		)
Due from affiliates	—			(672		)	934			3			601			468			(1,337		)
Other	(4,230		)	662			(25		)	—			(3,405		)	(130		)	(1		)
Net cash provided by (used in) operating activities	5,899			1,923			6			1,000			(37,130		)	(890		)	802
Cash flows from investing activities:
Additions of property and equipment	(4,719		)	(1,057		)	—			(11		)	(6,220		)	(333		)	(209		)
Other	600			—			3			—			—			—			(1		)
Net cash (used in) provided by investing activities	(4,119		)	(1,057		)	3			(11		)	(6,220		)	(333		)	(210		)
Cash flows from financing activities:
Proceeds from issuance of debt	—			120,900			—			—			8,010			—			—
Repayments of debt	(222		)	(65,311		)	—			—			(1,031		)	—			—
Restricted cash	(2,694		)	(16,075		)	—			—			3,454			—			—
Payment of financing costs	—			(1,500		)	—			—			(8,746		)	—			—
Proceeds from exercise of Penny Warrants	13			—			—			—			—			—			—
Net cash (used in) provided by financing activities	(2,903		)	38,014			—			—			1,687			—			—
Net (decrease) increase in cash and cash equivalents	(1,123		)	38,880			9			989			(41,663		)	(1,223		)	592
Increase in cash and cash equivalents related to Tropicana AC acquisition	56,714			—			—			—			—			—			—
Decrease in cash and cash equivalents related to assets held for sale	—			—			—			—			9,197			—			—
Cash and cash equivalents, beginning of period	96,998			50,904			2,372			3,844			76,869			4,303			3,322
Cash and cash equivalents, end of period	$	152,589		$	89,784		$	2,381		$	4,833		$	44,403		$	3,080		$	3,914

Supplemental cash flow disclosure (including discontinued operations):
Cash paid for interest	$	6,291		$	1,964		$	—		$	5		$	18,023		$	—		$	—
Cash paid for reorganization items	—			4,465			6			7			24,990			23			18
Cash received related to reorganization items	—			1			—			—			368			—			—
Cash paid for income taxes	263			—			—			—			—			—			—
Supplemental disclosure of non-cash items:
Common stock and Ordinary Warrants issued in exchange for discharge of liabilities subject to compromise	—			305,855			—			—			—			—			—
Common stock issued in connection with acquisition of Tropicana AC	282,128			—			—			—			—			—			—
Property and equipment financed by debt	—			—			—			—			606			—			—

The accompanying notes are an integral part of these condensed financial statements.

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION AND BACKGROUND

Organization

Tropicana Entertainment Inc. (“TEI”) is a Delaware corporation that was formed on May 11, 2009 to acquire certain assets of Tropicana Entertainment Holdings, LLC (“TEH”), and certain of its subsidiaries pursuant to their plan of reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Company also acquired Columbia Properties Vicksburg, LLC (“CP Vicksburg”), JMBS Casino, LLC (“JMBS Casino”) and CP Laughlin Realty (“Realty”, collectively with CP Vicksburg and JMBS Casino, the “Affiliate Guarantors”), all of whom were part of the same plan of reorganization (the “Plan”) as TEH (collectively, the “Predecessors”). Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “the Company” refer to TEI and its subsidiaries.

In addition, the Company acquired certain assets of Adamar of New Jersey, Inc. (“Adamar”), an unconsolidated subsidiary of TEH, pursuant to an amended and restated asset purchase agreement, including the Tropicana Casino and Resort, Atlantic City (“Tropicana AC”). The results of operations of Tropicana AC are not presented for the Predecessor Period (as defined below). The results of operations of Tropicana AC are included in the Successor Period (as defined below).

The reorganization of the Predecessors and the acquisition of Tropicana AC (together, the “Restructuring Transactions”) were consummated and became effective on March 8, 2010 (the “Effective Date”), at which time the Company acquired Adamar and several of the Predecessors’ gaming properties and related assets. Prior to March 8, 2010, the Company conducted no business, other than in connection with the reorganization of the Predecessors and the acquisition of Tropicana AC, and had no material assets or liabilities.

The Company views each property as an operating segment which we aggregate by region in order to present our four reportable segments: (i) East, (ii) Central, (iii) West and (iv) South. The operations of the Company after March 8, 2010, by region include the following:

· East - Tropicana AC located in Atlantic City, New Jersey;

· Central - Casino Aztar Evansville (“Casino Aztar”) located in Evansville, Indiana;

· West - Tropicana Express Hotel and Casino (“Tropicana Express”) located in Laughlin, Nevada; River Palms Hotel and Casino (“River Palms”) located in Laughlin, Nevada; and MontBleu Casino Resort & Spa (“MontBleu”) located in Lake Tahoe, Nevada; and

· South - Belle of Baton Rouge (“Belle of Baton Rouge”) located in Baton Rouge, Louisiana; Bayou Caddy’s Jubilee Casino (“Jubilee”) located in Greenville, Mississippi; Lighthouse Point Casino (“Lighthouse Point”) located in Greenville, Mississippi, in which we have a 79% ownership interest and an 83.9% economic interest in Greenville Riverboat, LLC (“Greenville Riverboat”), which owns and operates Lighthouse Point; and Horizon Vicksburg Casino (“Horizon Vicksburg”) located in Vicksburg, Mississippi.

Background

The following details the events leading up to the acquisition of the Predecessors and Tropicana AC by the Company.

In December 2006, TEH issued $960 million of 9 5/8% Senior Subordinated Notes (the “Notes”) and in January 2007, entered into a Senior Credit Facility (the “Credit Facility”) comprised of a $1.53 billion senior secured term loan and a $90 million senior secured revolving credit facility. The Notes and Credit Facility were guaranteed by certain of TEH’s subsidiaries as well as by the Affiliate Guarantors.

On December 12, 2007, the New Jersey Casino Control Commission (the “NJ Commission”) denied TEH a permanent license to operate Tropicana AC (the “New Jersey License Denial”) and declared operative the interim casino authorization trust (the “ICA Trust”). A trustee (the “Trustee”) was assigned under the ICA Trust to assume management responsibility of Tropicana AC until it could be sold to a third party. The sale of Tropicana AC was in the control of the Trustee. Under New Jersey law, TEH was entitled to receive upon the eventual sale of Tropicana AC an amount equal to the lower of the value of the property as of the date the ICA Trust became operative or its original cost to acquire the property. As a result of the New Jersey License Denial and the actions taken by the NJ Commission, TEH determined that Tropicana AC should not be consolidated subsequent to December 12, 2007. This

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determination was made in accordance with accounting guidance for consolidation of all majority owned subsidiaries, insofar as the government-imposed restrictions on TEH’s continued management and control of Tropicana AC were so severe they cast significant doubt on TEH’s ability to control the subsidiary. Consequently, TEH accounted for its beneficial interest in the ICA Trust under the cost method, which was then adjusted to fair value in accordance with accounting guidance for investments in debt and equity securities.

The New Jersey License Denial caused an immediate default under the Credit Facility and the subsequent transfer of assets of Tropicana AC to the Trustee caused a default under the Notes. In addition, TEH’s operating results were under significant financial pressure given the depressed state of the gaming industry in general, which was exacerbated by TEH’s subsequent loss of control and cash flows from Tropicana AC. These events ultimately culminated in the Predecessors filing voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) in order to preserve their assets and the value of the estates on May 5, 2008 (the “Petition Date”). Adamar was not a party to the Predecessors’ bankruptcy.

At a meeting of the NJ Commission conducted on February 18, 2009, the steering committee of the lenders under the Credit Facility advised the NJ Commission that the lenders under the Credit Facility were willing to make a credit bid of $200.0 million (the “Credit Bid”) whereby the lenders offered to exchange a portion of the loans owed under the Credit Facility to acquire the assets of Tropicana AC from the Trustee, which offer led to the negotiation of the asset purchase agreement. By November 2009, all necessary approvals had been obtained for the lenders to acquire Tropicana AC in exchange for the Credit Bid and for the lenders to transfer those assets to the Company in exchange for equity in the Company.

Pursuant to the Plan, on the Effective Date, a series of restructuring transactions were consummated through which the Company acquired the Predecessors in exchange for (i) the issuance of 12,098,053 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), and warrants to purchase an additional 3,750,000 shares of Common Stock (the “Ordinary Warrants”) in accordance with the Plan and (ii) the entering into new debt in accordance with the Plan, which included the issuance to certain lenders of warrants to purchase an additional 1,312,500 shares of our Common Stock at $0.01 per share (the “Penny Warrants”). As a result of the restructuring transaction the Company also applied fresh-start reporting. Additionally, on the Effective Date, certain subsidiaries of the Company acquired Tropicana AC, and the lenders under the Credit Facility each received their pro rata share of 12,901,947 shares of the Company’s Common Stock in exchange for the Credit Bid.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain disclosures required by generally accepted accounting principles are omitted or condensed in these condensed financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the Company’s and the Predecessors’ financial position, results of operations and cash flows for the interim periods have been made. The interim results reflected in these financial statements are not necessarily indicative of results to be expected for the full fiscal year. The accompanying condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

As of the Effective Date, the Company adopted the “fresh start” provisions in accordance with accounting guidance on reorganizations, which require that all assets and liabilities be recorded at their reorganization values and fair values, respectively, as of such Effective Date. Certain of these values differed materially from the values recorded on the Predecessors’ balance sheets as of December 31, 2009. In addition, the Company’s accounting practices and policies may not be the same as that of the Predecessors. For all of these reasons, our condensed financial statements for periods subsequent to the Effective Date are not comparable with the Predecessors’ prior periods.

References in this Quarterly Report on Form 10-Q to “Successor” refer to the Company on or after March 8, 2010. References to “Predecessors” refer to the Predecessors prior to March 8, 2010. The accompanying condensed statements of operations, shareholders’ equity/members’ deficit and cash flows for the six months ended June 30, 2010 are presented for two periods: January 1, 2010 through March 7, 2010 (the “Predecessor Period”) and March 8, 2010 through June 30, 2010 (the “Successor Period”). The Predecessor Period reflects the historical accounting basis in the Predecessors’ assets and liabilities, while the Successor Period reflects assets and liabilities at fair value by allocating the Company’s enterprise value to its assets and liabilities pursuant to accounting guidance related to business combinations.

For the periods prior to the Effective Date, the accompanying condensed financial statements of the Predecessors have been prepared in accordance with accounting guidance for financial reporting by entities in reorganization under the bankruptcy code. Accordingly, all pre-petition liabilities subject to compromise have been segregated in the accompanying condensed balance sheets as of December 31, 2009 and are classified as liabilities subject to compromise at the estimated amounts of allowable claims. Liabilities not subject to compromise are separately classified as current and non-current. Reorganization items include the expenses, realized

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gains and losses, and provisions for losses resulting from the reorganization under the Bankruptcy Code, and are reported separately as reorganization items in the accompanying condensed statements of operations. Cash received and payments for reorganization items are disclosed separately in the accompanying condensed statements of cash flows.

Principles of Consolidation

The accompanying condensed financial statements include the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Noncontrolling interest in the condensed financial statements of the Company represents the noncontrolling equity ownership of Greenville Riverboat, as of June 30, 2010 and for the quarter ended June 30, 2010 and the Successor Period. The noncontrolling interest of Greenville Riverboat is allocated in accordance with the terms of the Greenville Riverboat operating agreement which is based upon an assumed liquidation of Lighthouse Point as of the end of the reporting periods.

The accompanying condensed financial statements for TEH include TEH, its majority-owned subsidiaries and Realty. Noncontrolling interest in the condensed financial statements of TEH represents the noncontrolling equity interest ownership of Greenville Riverboat and Realty as of December 31, 2009 and for the Predecessor Period and the quarter and six months ended June 30, 2009. The noncontrolling equity ownership of Realty represents 100% of the earnings of Realty prior to the Effective Date. In accordance with accounting guidance related to the consolidation of variable interest entities, the consolidated financial statements of TEH include Realty, a variable interest entity of which TEH was the primary beneficiary and was required to be consolidated. Upon the Effective Date, Realty became a subsidiary of the Company. In addition, Greenville Riverboat was not a debtor in the Predecessors Chapter 11 Cases as it did not guarantee TEH’s pre-petition debt.

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated in our condensed financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, the estimated valuation allowance for deferred tax assets, certain tax liabilities, estimated cash flows in assessing the impairment of long-lived assets, intangible assets, CRDA investments, enterprise allocations made in connection with fresh-start reporting, fair values of acquired assets and liabilities, self-insured liability reserves, customer loyalty program reserves, contingencies, litigation, claims, assessments and loss contingencies. Actual results could differ from these estimates.

Business Combinations

The Company accounts for business combinations in accordance with guidance related to business combinations using the purchase method of accounting for business combinations, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair value and the identification and recognition of intangible assets separately from goodwill. Additionally, the guidance requires, among other things, the buyer to: (1) expense acquisition-related costs; (2) recognize assets or liabilities assumed arising from contractual contingencies at the acquisition date using acquisition-date fair values; (3) recognize goodwill as the excess of the consideration transferred plus the fair value of any noncontrolling interest over the acquisition-date fair value of net assets acquired; (4) recognize at the acquisition date any contingent consideration using acquisition-date fair values (i.e., fair value earn-outs in the initial accounting for the acquisition); and (5) eliminate the recognition of liabilities for restructuring costs expected to be incurred as a result of the business combination. In addition, if the buyer determines that some or all of its previously booked deferred tax valuation allowance is no longer needed as a result of the business combination, the guidance requires that the reduction or elimination of the valuation allowance be accounted as a reduction of income tax expense.

Fresh-Start Reporting

The adoption of fresh-start reporting results in a new reporting entity. Under fresh-start reporting, all assets and liabilities are recorded at their estimated fair values and the predecessor’s accumulated deficit is eliminated. In adopting fresh-start reporting, the Company is required to determine its enterprise value, which represents the fair value of the entity before considering its interest bearing debt.

Cash and Cash Equivalents

Cash and cash equivalents include cash, cash on hand in the casino cages, certificates of deposit, money market funds and other highly liquid investments with original maturities of three months or less.

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Restricted Cash

Restricted cash at June 30, 2010 consists primarily of funds invested in approved money market funds. These funds were restricted by the Bankruptcy Court in connection with the reorganization of the Predecessors for the purpose of satisfying liabilities related to professional services incurred as part of the Chapter 11 Cases. As of December 31, 2009, restricted cash consists of cash reserves related to TEH’s insurance policies in which the third party administrator was the beneficiary.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalent accounts maintained in financial institutions and accounts receivable. Bank accounts are insured by the Federal Deposit Insurance Corporation up to $250,000 or with the Securities Investor Protection Corporation up to $500,000. Concentration of credit risk, with respect to casino receivables, is limited through the Company’s credit evaluation process. The Company issues markers to approved casino customers following credit checks and investigations of credit worthiness.

Receivables

Receivables consist primarily of casino, hotel and other receivables, net of an allowance for doubtful accounts. Receivables are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their expected realization, which approximates fair value. The allowance is estimated based on specific reviews of customer accounts as well as historical collection experience and current economic and business conditions. Recoveries of accounts previously written off are recorded when received.

Inventories

Inventories consist primarily of food and beverage, retail merchandise and operating supplies and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.

CRDA Investment

The New Jersey Casino Reinvestment Development Authority (“CRDA”) deposits made by Tropicana AC 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 as part of general and administrative expense 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 under fresh-start reporting and business combination guidance is stated at fair value as of the Effective Date and acquisition date, respectively. Property and equipment acquired subsequent to the Effective Date and the acquisition date are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets or, for capital leases and leasehold improvements, over the shorter of the asset’s useful life or the term of the lease. Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are expensed as incurred.

We must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. In contrast to normal repair and maintenance costs that are expensed when incurred, items we classify as maintenance capital are expenditures necessary to keep our existing properties at their current levels and are typically replacement items due to the normal wear and tear of our properties and equipment as a result of use and age. Our depreciation expense is highly dependent on the assumptions we make about our assets’ estimated useful lives. We determine the estimated useful lives based on our experience with similar assets, engineering studies and our estimate of the usage of the asset. Whenever events or circumstances occur that change the estimated useful life of an asset, we account for the change prospectively.

Long-Lived Assets

We evaluate our property and equipment and other long-lived assets for impairment in accordance with accounting guidance related to impairment or disposal of long-lived assets. For assets to be held for sale, we recognize the asset to be sold at the lower of carrying value or fair value less costs to sell. Fair value for assets held for sale is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. For long-lived assets to be held and used, we review for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows are less than the carrying value, then impairment is measured based on estimated fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

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Goodwill and Intangible Assets

Goodwill represents the excess of purchase price over fair value of assets acquired and liabilities assumed in business combinations. In accordance with accounting guidance related to goodwill and other intangible assets, we test for impairment of goodwill and indefinite-lived intangible assets annually in the fourth quarter of each year and in certain situations between those annual dates.

Goodwill for relevant reporting units is tested for impairment using a discounted cash flow model based on the estimated future results of the Company’s reporting units, discounted using the Company’s weighted-average cost of capital and market indicators of terminal year capitalization rates. The implied fair value of a reporting unit’s goodwill is compared to the carrying value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to its assets and liabilities and the amount remaining, if any, is the implied fair value of goodwill. If the implied fair value of the goodwill is less than its carrying value, then it is written down to its implied fair value.

Indefinite-lived intangible assets are not subject to amortization but are tested for impairment using a discounted cash flow approach. Intangible assets with a definite life are amortized over their useful life, which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically assesses the amortization period of intangible assets with definite lives based upon estimated future cash flows from related operations.

Inherent in the reviews of the carrying amounts of goodwill and intangible assets are various estimates. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. If our ongoing estimates of future cash flows are not met, additional impairment charges may be recorded in future accounting periods. Estimates of cash flows are based on the current regulatory, political and economic climates, recent operating information and budgets of the various properties where we conduct operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting various forms of travel and access to our properties.

Debt Issuance Costs

Debt issuance costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over the expected terms of the related debt agreements, which approximates the effective interest method, and are included in other assets, net, on our condensed balance sheets.

Self-Insurance Reserves

The Company is self-insured up to certain stop loss amounts for employee health coverage, workers’ compensation and general liability cost. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported as provided by a third party. In estimating these accruals, historical loss experience is considered and judgments are made about the expected levels of costs per claim. We believe our estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimates for these liabilities. The Company continually monitors changes in claim type and incident and evaluates the insurance accrual, making necessary adjustments based on the evaluation of these qualitative data points.

Fair Value of Financial Instruments

The carrying values of our cash and cash equivalents, restricted cash, receivables and accounts payable approximate fair value because of the short term maturities of these instruments. The carrying values of investments, which include deposits and bonds, approximate fair value as items are presented net of a valuation allowance and in the case of the bonds, net of an unamortized discount.

The fair value of our long-term debt is based on the quoted market prices for similar issues. The estimated fair value of our long-term debt as of June 30, 2010 is approximately $132.6 million.

The Predecessors’ debt instruments incurred prior to the Petition Date were stayed and subject to compromise as further discussed in Note 3. As such, the Predecessors believed it was impracticable to determine the fair value of those pre-petition debt instruments. TEH believed the carrying value of the Predecessors’ $65 million post-petition, debtor-in-possession financing (the “DIP Credit Facility”) at December 31, 2009 approximated fair value as the instrument was due within the current period and bore a variable interest rate that would adjust to the market rate. TEH also believed that, while it was in bankruptcy, the credit risk of TEH did not change significantly and therefore would not have a material impact on the fair value of the DIP Credit Facility.

Customer Loyalty Program

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of the goods and services, redemption rates and the mix of goods and services for which the points are expected to be redeemed. For points that may be redeemed for cash, the Company accrues this cost (after consideration of estimated redemption rates) as they are earned, which is included in promotional allowances. For points that may only be redeemed for goods or services but cannot be redeemed for cash, the Company estimates the cost and accrues for this expense as the points are earned from gaming play, which is recorded as casino operating costs and expense.

Revenue Recognition and Promotional Allowances

Casino revenue represents the difference between wins and losses from gaming activities. Room, food and beverage and other operating revenues are recognized at the time the goods or services are provided. The Company collects taxes from customers at the point of sale on transactions subject to sales and other taxes. Revenues are recorded net of any taxes collected. The majority of our casino revenue is counted in the form of cash and chips and, therefore, is not subject to any significant or complex estimation. The retail value of rooms, food and beverage and other services provided to customers on a complimentary basis is included in gross revenues and then deducted as promotional allowances. The estimated departmental costs and expenses of providing these promotional allowances, for continuing operations, are included in casino operating costs and expenses and consist of the following (in thousands, unaudited):

	Successor		Predecessor						Successor		Predecessors
	Three				CP		JMBS		Period				CP		JMBS				CP		JMBS
	months		TEH		Vicksburg		Casino		March 8,		TEH		Vicksburg		Casino		TEH		Vicksburg		Casino
	ended June 30, 2010		Three months ended June 30, 2009						2010 through June 30, 2010		Period January 1, 2010 through March 7, 2010						Six Months Ended June 30, 2009
Room	$	8,815	$	2,216	$	60	$	17	$	10,381	$	1,340	$	22	$	24	$	5,111	$	119	$	36
Food and beverage	15,695		6,921		335		119		18,521		3,004		122		92		11,394		692		249
Other	364		143		2		—		462		162		5		—		352		4		—
Total	$	24,874	$	9,280	$	397	$	136	$	29,364	$	4,506	$	149	$	116	$	16,857	$	815	$	285

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues in the jurisdictions in which we operate, subject to applicable jurisdictional adjustments. These gaming taxes are an assessment on our gaming revenues and are included in casino operating costs and expenses on our condensed statements of operations. Gaming taxes included in continuing operations totaled $21.4 million and $26.6 million for the quarter ended June 30, 2010 and the Successor Period, respectively. Gaming taxes included in continuing operations for TEH totaled $13.4 million, $9.4 million and $29.1 million for the quarter ended June 30, 2009, the Predecessor Period and the six months ended June 30, 2009, respectively. Gaming taxes for CP Vicksburg totaled $0.4 million, $0.1 million and $0.8 million for the for the quarter ended June 30, 2009, the Predecessor Period and the six months ended June 30, 2009, respectively. Gaming taxes for JMBS Casino totaled $0.5 million, $0.4 million, and $1.1 million for the quarter ended June 30, 2009, the Predecessor Period and the six months ended June 30, 2009, respectively.

Advertising

The Company expenses advertising costs as incurred or the first time the advertising takes place. Advertising expense, included in continuing operations, which is generally included in marketing, advertising and promotions on our condensed statements of operations was $2.2 million and $2.7 million for the quarter ended June 30, 2010 and the Successor Period, respectively. Advertising expense for TEH was $1.5 million, $0.8 million and $3.0 million for the quarter ended June 30, 2009, the Predecessor Period and the six months ended June 30, 2009, respectively. Advertising expense for CP Vicksburg was $0.2 million, $40,000 and $0.4 million for the quarter ended June 30, 2009, the Predecessor Period and the six months ended June 30, 2009, respectively. Advertising expense for JMBS Casino was $48,000, $31,000 and $129,000 for the quarter ended June 30, 2009, the Predecessor Period and the six months ended June 30, 2009, respectively.

Income Taxes

The Company accounts for income taxes under accounting guidance for income taxes, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the accounting guidance, the effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period

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that included the enactment date. Future tax benefits are recognized to the extent that realization of those benefits is considered more likely than not, and a valuation allowance is established for deferred tax assets which do not meet this threshold.

Recently Issued Accounting Standards

In April 2010, accounting guidance was updated regarding the accounting for casino base jackpot liabilities. The guidance clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can avoid paying the jackpot, but jackpot liabilities should be accrued and charged to revenue when an entity has the obligation to pay the jackpot. The guidance applies to both base and progressive jackpots. The effect of the guidance should be recorded as a cumulative-effect adjustment to opening retained earnings in the period of adoption. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. In accordance with accounting guidance related to fresh-start reporting, the Company adopted the updated guidance on the Effective Date and the adoption did not have a material impact on the Company’s condensed financial statements.

In January 2010, accounting guidance was updated regarding fair value measurements and disclosures. The guidance clarifies and extends the disclosure requirements about recurring and nonrecurring fair value measurements. The Company adopted the new accounting guidance in the first quarter of 2010 and the adoption did not have a material impact on the Company’s condensed financial statements.

In June 2009, accounting standards were issued regarding the consolidation of variable interest entities. These new accounting standards address the effects of elimination of the qualifying special-purpose entity concept from previous standards. These new accounting standards amend previous guidance in determining whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the enterprise that has both the power to direct the activities of a variable interest entity that most significantly impacts the entity’s economic performance and the ability to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity. The Company adopted the new accounting standards on January 1, 2010. The adoption of these new accounting standards did not have a material effect on the Company’s condensed financial statements.

A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our condensed financial statements.

Reclassifications

Certain items in the prior period financial statements were reclassified to conform to the current year presentation. These reclassifications had no effect on the previously reported net loss.

NOTE 3—FRESH-START REPORTING

Plan of Reorganization

Pursuant to the Plan, on the Effective Date, a series of restructuring transactions were consummated through which the Company acquired the Predecessors in exchange for (a) the issuance of shares of its Common Stock and warrants to purchase additional shares of its Common Stock and (b) the assumption of certain liabilities of the Predecessors incurred after the Petition Date to the extent not paid on or prior to the Effective Date other than income tax liabilities.

The Plan also provided for, among other things:

· the termination of $1.3 billion of indebtedness under the Credit Facility;

· the cancellation of the Notes in the amount of $960.0 million;

· the cancellation of approximately $165.5 million of other pre-petition indebtedness;

· payment in full of the DIP Credit Facility in the amount of $65.2 million and related interest;

· reinstatement, payment in full, or satisfaction in full by return of collateral of all Allowed Claims (as defined in the Plan) in the amount of $21.5 million; and

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· the entering into a credit facility (the “Exit Facility”), which consists of (i) a $130 million senior secured term loan credit facility issued at a discount of 7% (the “Term Loan Facility”) and (ii) a $20 million senior secured revolving credit facility (the “Revolving Facility”) by the Company on December 29, 2009, the funding of the Term Loan Facility on the Effective Date, and the issuance of the Penny Warrants to the Exit Facility lenders.

Fresh-Start Condensed Balance Sheet

In accordance with accounting guidance related to financial reporting by entities in reorganization under the bankruptcy code, the Company adopted fresh-start reporting upon the Effective Date. The Company was required to apply the provisions of fresh-start reporting to its financial statements because (i) the reorganization value of the assets on the emerging entity immediately before the date of confirmation was less than the total of all post-petition liabilities and allowed claims and (ii) the holders of the existing voting shares of the Predecessors common stock immediately before confirmation (i.e., the holders of shares of the common stock of the Predecessors that were issued and outstanding prior to the commencement of the Chapter 11 Cases) received less than 50 percent of the voting shares of the emerging entity. Under the accounting guidance, fresh-start reporting is required on the date on which the plan of reorganization is confirmed by the Bankruptcy Court, but further provides that fresh-start reporting should not be applied until all material conditions to the Plan are satisfied. All material conditions to the Plan were satisfied as of March 8, 2010, the Effective Date.

Fresh-start reporting generally requires resetting the historical net book value of assets and liabilities to fair value by allocating the entity’s enterprise value as set forth in the Plan to its assets and liabilities pursuant to accounting guidance related to business combinations as of the Effective Date. As set forth in the disclosure statement, relating to the Plan, as confirmed by the Bankruptcy Court on May 5, 2009, the enterprise value of the Predecessors was estimated to be in the range of $350 million to $425 million. The Predecessors’ enterprise value was estimated using various valuation methods, including (i) a comparison of the Predecessors and their projected performance to the market values of comparable companies, and (ii) a calculation of the present value of the future cash flows of the Predecessors based on financial projections.

The enterprise value using the discounted cash flow method, a form of the income approach, was determined using financial projections for the period 2009 through 2013. Annual growth rates for years 2010, 2011, 2012 and 2013 were projected at 2.8%, (2.7)%, (2.1)% and 0.5%, respectively, which resulted in a four year compounded annual growth rate of (0.4)%. These financial projections were provided in the Plan and included anticipated changes associated with the Company’s reorganization plans, general market conditions, including market segment variations, as well as other factors. The marginal tax rate was assumed to be 40% and included federal, state and local taxes. The discount rate applied was in the range of 15% to 17% which was calculated using a weighted average cost of capital analysis based on comparable statistics of the Company’s peer group. The present value of all cash flows after 2013 were calculated using terminal values which were calculated by applying exit multiples ranging from 4.5x to 5.5x to the 2013 financial projections which was then discounted in the range of 15% to 17%. The basis for the exit multiples ranging from 4.5x to 5.5x was comparable company EBITDA multiples of the Company’s peer group.

Based upon a reevaluation of relevant factors used in determining the range of enterprise value and updated expected future cash flow projections, the Company concluded that $387.6 million should be used for fresh-start reporting purposes, as it most closely approximated fair value. This amount was adjusted for cash in excess of normal working requirements. After deducting the fair value of debt, this resulted in a post-emergence equity value of $324.0 million calculated as follows (in thousands, unaudited):

Enterprise value	$	387,626
Less debt at fair value	(101,436		)
Plus excess cash	37,841
Post-emergence equity value (common stock of $293.1 million and warrants of $30.9 million)	$	324,031

In accordance with fresh-start reporting, the Company’s enterprise value has been allocated to existing assets using the measurement guidance provided in accounting guidance related to business combinations. In addition, liabilities, other than deferred taxes, have been recorded at the present value of amounts estimated to be paid. Finally, the Predecessors’ accumulated deficit has been eliminated, and the Company’s new debt and equity have been recorded in accordance with the Plan. Deferred taxes have been determined in accordance with accounting guidance related to income taxes.

Estimates of fair value represent the Company’s best estimates, which are based on industry data and trends, and by reference to relevant market rates and transactions and discounted cash flow valuation methods, among other factors. The determination of the fair value of assets and liabilities is subject to significant estimation and assumptions, there can be no assurance that the estimates, assumptions and values reflected in the valuations will be realized, and actual results could vary materially. In accordance with

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accounting guidance for business combinations, the preliminary allocation is subject to additional adjustments within one year from the Effective Date as improved information on asset and liability valuations becomes available.

The implementation of the Plan and the effects of the consummation of the transactions contemplated therein, which included the settlement of various liabilities, repayment of Predecessors’ indebtedness, elimination of affiliate activity amongst the Predecessors, incurrence of new indebtedness and the adoption of fresh-start reporting in the Company’s condensed balance sheet as of March 7, 2010, are as follows (in thousands, unaudited):

	Predecessors															Successor
	T EH			CP Vicksburg			JMBS Casino			Effects of			Fresh Start			March 7,
	March 7, 2010									the Plan (a)			Adjustments (i)			2010
ASSETS
Current assets:
Cash and cash equivalents	$	51,950		$	2,381		$	4,833		$	37,841	(b)	$	(7	)	$	96,998
Restricted cash	2,801			—			—			16,075		(b)	—			18,876
Receivables, net	14,441			23			101			(2,869		)(c)	5,322		(m)	17,018
Due from affiliates	6,436			121			629			(6,771		)(d)	—			415
Inventories	1,533			37			30			—			—			1,600
Prepaid expenses and other assets	7,534			173			155			—			—			7,862
Total current assets	84,695			2,735			5,748			44,276			5,315			142,769
Property and equipment, net	418,622			10,183			15,808			—			(163,664		)(j)	280,949
Beneficial interest in Trust	200,000			—			—			(200,000		)(g)	—			—
Goodwill	16,802			590			8,432			—			4,562		(k)	30,386
Intangible assets, net	73,806			318			20			—			9,599		(l)	83,743
Receivable from affiliate	—			9,838			11,076			(20,914		)(d)	—			—
Reserve related to receivable from affiliate	—			(7,478		)	(5,451		)	12,929		(d)	—			—
Other assets, net	19,495			157			87			1,500		(b)	(91		)	21,148
Total assets	$	813,420		$	16,343		$	35,720		$	(162,209	)	$	(144,279	)	$	558,995

LIABILITIES AND MEMBERS’ DEFICIT/SHAREHOLDERS’ EQUITY

Current liabilities not subject to compromise:
Current portion of debt	$	65,588		$	—		$	—		$	(63,919	)(b)	$	—		$	1,669
Accounts payable	16,643			282			81			(750		)	2			16,258
Due to affiliates	2,203			3,557			921			(6,681		)(d)	—			—
Accrued expenses and other current liabilities	37,985			1,961			1,215			18,148			14,343		(m)	73,652
Note payable to affiliate guarantors	7,000			—			—			(7,000		)(d)	—			—
Total current liabilities not subject to compromise	129,419			5,800			2,217			(60,202		)	14,345			91,579
Long-term debt, excluding current portion	—			—			—			100,136		(b)	—			100,136
Other long-term liabilities	32,041			1,925			—			—			(22,391		)(m)	11,575
Deferred tax liabilities	29,955			—			—			(29,955		)(c)	30,386		(m)	30,386
Total liabilities not subject to compromise	191,415			7,725			2,217			9,979			22,340			233,676
Liabilities subject to compromise	2,449,797			3,455			1,434			(2,454,686		)(e)	—			—
Liabilities subject to compromise - guarantee of affiliate debt	—			2,289,249			2,289,249			(4,578,498		)(f)	—			—
Total liabilities	2,641,212			2,300,429			2,292,900			(7,023,205		)	22,340			233,676
Members’ Deficit/Shareholders’ Equity:
Members’ deficit	(1,846,786		)	(2,284,086		)	(2,257,180		)	6,638,719		(g)	(250,667		)(n)	—
Successor common stock	—			—			—			121		(g)	—			121
Successor additional paid-in capital	—			—			—			240,167		(g)	83,743		(o)	323,910
Noncontrolling interest	18,994			—			—			(18,011		)(h)	305		(p)	1,288
Total members’ deficit/shareholders’ equity	(1,827,792		)	(2,284,086		)	(2,257,180		)	6,860,996			(166,619		)	325,319
Total liabilities and members’ deficit/shareholders’ equity	$	813,420		$	16,343		$	35,720		$	(162,209	)	$	(144,279	)	$	558,995

(a)—Represents amounts recorded as of the Effective Date for the consummation of the Plan, including the settlement of liabilities subject to compromise, elimination of affiliate activity amongst the Predecessors, the satisfaction of the DIP Credit Facility, the issuance of new indebtedness and related cash payments, the issuance of Common Stock and warrants to purchase Common Stock.

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(b)—Reflects the sources and uses of the $130.0 million Term Loan Facility (in thousands, unaudited):

Sources					Uses
Term Loan Facility	$	130,000			Cash	$	37,841
Term Loan Facility discount	(9,100			)	Restricted cash (ii)	16,075
					Repayment of DIP Credit Facility	65,219
					Payment of DIP Credit Facility interest	265
					Revolver fees (iii)	1,500
Total Sources (i)	$		120,900		Total Uses	$		120,900

(i) The Exit Facility includes the issuance of 1,312,500 Penny Warrants to participating lenders for an estimated fair value of $19.5 million. As a result, the fair value of the Term Loan Facility was approximately $100.1 million, of which $1.3 million is classified as current.

(ii) Amount consists of funds restricted by the Bankruptcy Court in connection with the Plan for the purpose of satisfying liabilities related to professional services incurred as part of the Chapter 11 Cases.

(iii) The terms of the Exit Facility require commitment fees and revolver fees in the aggregate amount of $8.9 million. As of December 31, 2009, TEH paid $7.5 million of commitment fees which is included in other assets. The remaining $1.4 million of revolver fees and the annual administrative fee of $0.1 million was paid on March 8, 2010.

The following table sets forth the adjustments to current portion of debt based on the sources and uses (in thousands, unaudited):

Repayment of DIP Credit Facility	$	(65,219	)
Current portion of Term Loan Facility	1,300
Adjustment to current portion of debt	$	(63,919	)

The following table sets forth the adjustments to long-term debt, excluding current portion, based on the sources and uses (in thousands, unaudited):

Long-term portion of Term Loan Facility	$	128,700
Term Loan Facility discount	(9,100		)
Penny Warrants issued (iv)	(19,464		)
Adjustment to long-term debt, excluding current portion	$	100,136

(iv) Pursuant to the terms of the Exit Facility, the Company issued 1,312,500 Penny Warrants to purchase its common stock at a strike price of $0.01 to participating lenders on the Effective Date. The Penny Warrants had a term of 3 months. The Company valued the Penny Warrants using the Black-Scholes option valuation model assuming a life of 0.24 years, a volatility factor of 41% and a risk free rate of 0.16%. The resulting value of $19.5 million is recorded as a debt discount and netted against the carrying value of the Exit Facility. The discount is amortized at a constant rate applied to the outstanding balance of the Exit Facility, with a corresponding increase in non-cash interest expense.

(c)—Reflects the income tax consequences of asset sales related to the Plan.

(d)—Reflects the elimination of affiliated activity of the Predecessors.

(e)—Reflects the discharge of the Predecessors’ liabilities subject to compromise in accordance with the Plan.

(f)—Reflects the elimination of debt guarantee obligations related to the affiliate guarantee of the Notes and Credit Facility, as a result of the Plan.

(g)—Reflects the cumulative impact of the reorganization adjustments as follows (in thousands, unaudited):

Discharge of liabilities subject to compromise	$	2,454,686
Elimination of Beneficial interest in Trust	(200,000		)
Discharge of liabilities subject to compromise — guarantee of affiliate debt (note f)	4,578,498
Liabilities subject to compromise to be paid in cash	(21,471		)
Elimination of noncontrolling interest	18,011
Implementation of accounting guidance related to base jackpots	1,257
Discharge of liabilities subject to compromise - intercompany activity amongst Predecessors	593
Income tax impact	27,969
Issuance of Penny Warrants	19,464
Issuance of Common Stock and Ordinary Warrants	(240,288		)
	$	6,638,719

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(h)—Reflects the effects of the Plan on noncontrolling interest of $2.0 million and the elimination of the noncontrolling interest in Realty of $16.0 million as a result of Realty becoming a subsidiary of the Company under the Plan.

(i)—Represents the adjustment of assets and liabilities to fair value, or other measurement as specified in accounting guidance related to business combinations, in conjunction with the adoption of fresh-start reporting.

(j)—Reflects the fair values of property and equipment and intangible assets in connection with fresh-start reporting. The following table summarizes the components of property and equipment as a result of the application of fresh-start reporting at March 8, 2010 and property and equipment, net at March 7, 2010 (in thousands, unaudited):

	Successor		Predecessors
	March 8,		TEH		CP Vicksburg		JMBS Casino
	2010		March 7, 2010
Property and equipment:
Land	$	26,220	$	33,990	$	1,380	$	440
Riverboats and barges, net	20,286		29,432		1,120		9,599
Building and improvements, net	193,554		318,960		6,597		1,920
Furniture, fixtures and equipment, net	37,162		32,524		1,086		3,838
Construction-in-progress	3,727		3,716		—		11
Total property and equipment, net	$	280,949	$	418,622	$	10,183	$	15,808

Fair value estimates were based on various valuation methods. Personal property related to assets with active secondary markets, such as riverboats, barges and slot machines, were valued using market prices of similar assets. Other personal property such as furniture, fixtures and other equipment, were valued using a depreciated replacement cost method. Land was valued using market comparable data. Where applicable, the income approach was utilized to estimate the fair value of the income producing land, buildings, building improvements and land improvements either by direct capitalization or discounted cash flow analysis. For specific real property assets that were valued using the cost approach, the income and/or sales comparison approach was utilized to support the value conclusion of the cost approach.

(k)—Reflects the elimination of historical goodwill of $25.8 million and the establishment of $30.4 million of goodwill as a result of fresh-start reporting.

(l)—Reflects the fair value of identifiable intangible assets in connection with fresh-start reporting. The following table summarizes the components of intangible assets as a result of the application of fresh-start reporting at March 8, 2010 and intangible assets, net at March 7, 2010 (in thousands, unaudited):

	Successor		Predecessors
	March 8,		TEH		CP Vicksburg		JMBS Casino
	2010		March 7, 2010
Intangible assets, net:
Trade name (indefinite life)	$	29,500	$	16,700	$	—	$	20
Gaming licenses (indefinite life)	43,970		50,718		—		—
Trade name, net	—		175		—		—
Customer list, net	1,703		2,268		—		—
Other, net	8,570		3,945		318		—
Total intangible assets, net	$	83,743	$	73,806	$	318	$	20

For further information on the valuation of intangible assets, see Note 9 - Goodwill and Intangible Assets .

(m)—Reflects the fair value of unfavorable lease amounts as well as the re-measurement of the Predecessors’ current and deferred tax assets and liabilities, unrecognized tax benefits and other tax related accounts as a result of fresh-start reporting in accordance with accounting guidance.

(n)—Reflects the adjustment of assets and liabilities to fair value, or other measurement as specified in accounting guidance related to business combinations as follows (in thousands, unaudited):

Elimination of Predecessors’ goodwill	$	25,824
Elimination of Predecessors’ intangible assets	74,144
Property and equipment adjustment	173,314
Other asset and liabilities adjustment	105
Noncontrolling interest adjustment	305
Tax account adjustments	(23,025		)
Total elimination of Predecessors, members’ deficit	$	250,667

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(o)—Reflects additional paid in capital of Successor as a result of intangible assets recognized as a result of fresh-start reporting.

(p)—Reflects the adjustment of the noncontrolling interest in Greenville Riverboat to its estimated fair value. Estimated fair values were based on internal and external valuations using customary valuation methodologies, including comparable earnings multiples, discounted cash flows and negotiated transaction values.

Liabilities Subject to Compromise

Liabilities subject to compromise are certain liabilities of the Predecessors incurred prior to the Effective Date. In accordance with accounting guidance for financial reporting by entities in reorganization under the bankruptcy code, liabilities subject to compromise are recorded at the estimated amount that is expected to be allowed as pre-petition claims in the Chapter 11 proceedings and are subject to future adjustments. Adjustments may result from negotiations, actions of the Bankruptcy Court, further developments with respect to disputed claims, rejection of executory contracts and unexpired leases, proofs of claim, implementation of the Plan, or other events. In some individual instances and in total, claims filed by creditors are in excess of the amounts recorded by the Predecessors. The Predecessors recorded an estimate of allowed claims based on the reconciliation work that had been performed.

Liabilities subject to compromise as of December 31, 2009 consist of the following (in thousands):

	Predecessors
	TEH		CP Vicksburg		JMBS Casino
9 5 / 8 % Senior Subordinated Notes	$	960,000	$	—	$	—
Senior Secured Credit Facility-Term Loan	1,300,239		—		—
Senior Secured Credit Facility-Revolver	29,010		—		—
Capital leases	11		—		—
Debt subject to compromise	2,289,260		—		—
Interest rate swaps	53,158		—		—
Accrued expenses and other liabilities	23,919		407		382
Accounts payable	19,675		1,296		752
Accrued interest	36,173		—		—
Note payable and accrued interest to affiliate guarantor	13,109		—		—
Due to affiliates	14,606		1,752		300
Total liabilities subject to compromise	$	2,449,900	$	3,455	$	1,434

Liabilities Subject to Compromise - Guarantee of Affiliate Debt

The New Jersey License Denial caused an immediate default under the Credit Facility and the subsequent transfer of asset of Tropicana AC to the Trustee caused a default under the Notes of which CP Vicksburg and JMBS Casino were Affiliate Guarantors. As a result of the Chapter 11 Cases, both CP Vicksburg and JMBS Casino recorded a loss during the quarter and six months ended June 30, 2009 of $0.5 million and $8.0 million, respectively, which is included in the accompanying condensed statements of operations related to the guarantee of affiliate debt. Both CP Vicksburg and JMBS Casino have a corresponding $2.3 billion liability subject to compromise related to the guarantee of affiliate debt included as a separate item in the accompanying condensed balance sheets as of December 31, 2009.

Ordinary Warrants

In accordance with the Plan, holders of the Predecessors’ notes and general unsecured claims received Ordinary Warrants to purchase 3,750,000 shares of the Company’s Common Stock. The Ordinary Warrants have a four year and six month term and an exercise price of $52.44 per share. The Company evaluated the Ordinary Warrants under current accounting pronouncements and determined they were properly classified as equity on the accompanying condensed balance sheet. The Company valued the Ordinary Warrants using the Black-Scholes option valuation model assuming a life of 4.5 years; a volatility factor of 61% and a risk free

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interest rate of 2.36%. The resulting value of $11.5 million was recorded as reorganization items of the Predecessors on the accompanying condensed statements of operations.

Reorganization Items

Reorganization items, excluding amounts included in discontinued operations, represent amounts incurred as a direct result of the Chapter 11 Cases and were comprised of the following (in thousands, unaudited):

	Predecessors
	TEH			CP Vicksburg			JMBS Casino			TEH			CP Vicksburg			JMBS Casino			TEH			CP Vicksburg			JMBS Casino
	Period January 1, 2010 through March 7, 2010									Three Months Ended June 30, 2009									Six Months Ended June 30, 2009
Discharge of liabilities subject to compromise	$	2,454,648		$	2,293,780		$	2,285,349		$	—		$	—		$	—		$	—		$	—		$	—
Elimination of Beneficial interest in Trust	(200,000		)	—			—			—			—			—			—			—			—
Revaluation of assets and liabilities	(140,703		)	(7,099		)	(18,817		)	—			—			—			—			—			—
Elimination and revaluation of minority interest	15,963			—			—			—			—			—			—			—			—
Liabilities reinstated	(21,466		)	(3		)	(2		)	—			—			—			—			—			—
Issuance of Ordinary Warrants	(11,475		)	—			—			—			—			—			—			—			—
Other	1,097			76			84			—			—			—			—			—			—
Non-cash reorganization items, net	2,098,064			2,286,754			2,266,614			—			—			—			—			—			—
Professional fees	(4,382		)	—			—			(8,906		)	—			—			(19,678		)	—			—
Interest income	1			—			—			16			—			—			63			—			—
Other	(585		)	(6		)	(5		)	436			(13		)	(7		)	(117		)	(23		)	(18		)
Total reorganization items, net	$	2,093,098		$	2,286,748		$	2,266,609		$	(8,454	)	$	(13	)	$	(7	)	$	(19,732	)	$	(23	)	$	(18	)

Professional fees include financial, tax, legal, real estate and valuation services, among other items, that are directly associated with the reorganization process. The Company continues to incur expenses related to the Predecessors’ Chapter 11 Cases, including professional fees that were classified as reorganization items by the Predecessors. Upon the Effective Date, these expenses were classified in operating costs and expenses, primarily in general and administrative expense in the condensed statement of operations.

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NOTE 4—ACQUISITION OF TROPICANA AC

On March 8, 2010 (the “Acquisition Date”), as further discussed in Note 1, the Company acquired certain assets of Adamar, including Tropicana AC, from the lenders who had made the Credit Bid to acquire those assets from the Trustee. The lenders transferred those assets to the Company in exchange for the issuance of shares of the Company’s common stock. The results of operations for Tropicana AC have been included in the Company’s condensed financial statements since the Acquisition Date.

In accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), the consideration transferred to acquire Tropicana AC was measured as the fair value of the assets acquired and the liabilities assumed as of Acquisition Date. The fair values of the net assets acquired were determined by the Company’s management after input from an independent third party valuation expert.

Current assets and liabilities are current in nature and have been carried at fair value.

Property and equipment were valued based on management’s estimates and assumptions including variations of the income approach, the cost approach, and the market approach. Real property such as land, land improvements, and buildings were predominately valued using a combination of the income approach as well as the cost approach where appropriate. Personal property such as gaming equipment and tracking systems were predominately valued using the market approach. Where no market data was readily available, the cost approach was utilized.

For intangible assets, the income approach was utilized for the favorable lease interests. For the player relationship intangible asset, insufficient cash flow was projected in order to utilize the income approach; therefore, the cost approach was used to establish fair value. Investments consist of Casino Reinvestment Development Authority deposits and were carried at cost less a valuation allowance, which approximates fair value.

Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to the differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

The purchase price allocation is preliminary and subject to refinement and completion within one year of the acquisition as provided under ASC 805. The most significant of the items not finalized is the determination of deferred tax balances associated with differences between the estimated fair values and the tax bases of assets acquired and liabilities assumed. The Company’s preliminary allocation of the fair value of assets and liabilities is as follows (in thousands, unaudited):

	March 8,
	2010
Cash and cash equivalents	$	56,714
Other current assets	23,552
Property and equipment	189,451
Goodwill	33,549
Intangible assets	6,600
Investments	30,985
Other noncurrent assets	3,639
Current portion of long-term debt	(37		)
Accounts payable	(17,763		)
Accrued expenses and other current liabilities	(10,849		)
Long-term debt, net of current portion	(164		)
Deferred income taxes	(33,549		)
Total purchase price	$	282,128

The amounts of revenue and earnings of Tropicana AC included in the Company’s condensed statement of operations for the three months ended June 30, 2010 and for the Successor Period are as follows (in thousands, unaudited):

				Period
	Three months ended June 30, 2010			March 8, 2010 through June 30, 2010
Net revenues	$	77,630		$	97,296
Operating expenses	(72,815		)	(92,698		)
Net income	4,547			4,351

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The following details TEI’s condensed consolidated opening balance sheet as of March 8, 2010 which represents the Successor upon emergence from bankruptcy and the acquisition of Tropicana AC (in thousands, unaudited):

	Successor		Tropicana AC		Eliminations(i)			TEI
Cash and cash equivalents	$	96,998	$	56,714	$	—		$	153,712
Other current assets	45,771		23,552		(415		)	68,908
Property and equipment	280,949		189,451		—			470,400
Goodwill	30,386		33,549		—			63,935
Intangible assets	83,743		6,600		—			90,343
Investments	—		30,985		—			30,985
Other noncurrent assets	21,148		3,639		—			24,787
Total assets	$	558,995	$	344,490	$	(415	)	$	903,070

Current liabilities	$	91,579	$	28,649	$	(415	)	$	119,813
Long-term debt, net of current portion	100,136		164		—			100,300
Other noncurrent liabilities	41,961		33,549		—			75,510
Total liabilities	233,676		62,362		(415		)	295,623
TEI’s shareholders’ equity	324,031		282,128		—			606,159
Noncontrolling interest	1,288		—		—			1,288
Total shareholders’ equity	325,319		282,128		—			607,447
Total liabilities and shareholders’ equity	$	558,995	$	344,490	$	(415	)	$	903,070

(i) Reflects the elimination of affiliate activity of $0.4 million.

NOTE 5—PRO FORMA RESULTS

The following unaudited pro forma results of operations assume that the Restructuring Transactions, including the acquisition of the Predecessors and Tropicana AC, occurred at the beginning of the respective periods (in thousands, except per share data, unaudited):

	Three Months		Six Months
	Ended June 30,		Ended June 30,
	2009		2010		2009
Net revenues	$	177,642	$	332,708	$	362,007
Operating income	13,644		19,149		28,968
Net income	2,284		2,316		4,911
Earnings per common share — basic	$	0.09	$	0.09	$	0.19
Earnings per common share — diluted	$	0.09	$	0.09	$	0.19

This unaudited pro forma information should not be relied upon as necessarily being indicative of the results that would have been obtained if the Restructuring Transactions had actually occurred on those dates, nor of the results that may be reported in the future.

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NOTE 6—RECEIVABLES

Receivables consist of the following (in thousands):

	Successor			Predecessors
	June 30,			TEH			CP Vicksburg			JMBS Casino
	2010			December 31, 2009
	(unaudited)
Casino	$	16,253		$	877		$	74		$	—
Hotel	5,774			1,148			9			8
Income tax receivable	2,586			12,787			—			—
Other	21,631			393			—			14
	46,244			15,205			83			22
Allowance for doubtful accounts	(8,935		)	(691		)	(52		)	—
Receivables, net	$	37,309		$	14,514		$	31		$	22

NOTE 7—PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

	Successor				Predecessors
					TEH				CP Vicksburg				JMBS Casino
	Estimated life	June 30,			Estimated life	December 31,			Estimated life	December 31,			Estimated life	December 31,
	(years)	2010			(years)	2009			(years)	2009			(years)	2009
		(unaudited)
Land	—	$	94,240		—	$	33,990		—	$	1,380		—	$	440
Buildings and improvements	10 - 40	294,731			10 — 39	377,547			5-25	13,099			5-25	2,965
Furniture, fixtures and equipment	3 - 7	60,501			5 — 10	107,747			3-10	10,053			3-10	7,843
Riverboats and barges	25-40	20,300			10	47,580			10	2,554			20	15,772
Construction in progress	—	3,815			—	3,417			—	—			—	—
		473,587				570,281				27,086				27,020
Accumulated depreciation		(13,730		)		(146,631		)		(16,528		)		(10,791		)
Property and equipment, net		$	459,857			$	423,650			$	10,558			$	16,229

NOTE 8—BENEFICIAL INTEREST IN TRUST

Prior to TEH’s acquisition of Aztar Corporation, the NJ Commission granted TEH temporary authority to operate Tropicana AC, requiring Adamar and its subsidiary’s stock be placed in the ICA Trust until completion of the licensing process. On December 12, 2007, the NJ Commission issued the NJ License Denial, denying TEH a permanent license to operate Tropicana AC and declaring operative the ICA Trust. The Trustee was assigned under the ICA Trust to assume management responsibility of Tropicana AC until it could be sold to a third party. The sale of Tropicana AC was in the control of the Trustee. Under New Jersey law, TEH was entitled to receive upon the eventual sale of Tropicana AC an amount equal to the lower of the value of the property as of the date the trust became operative or its original cost to acquire the property. Because Tropicana AC was sold to the lenders under the Credit Facility pursuant to the $200 million credit bid, as discussed below, the Company and TEH did not receive any cash proceeds from the sale of Tropicana AC.

As a result of the actions taken on December 12, 2007, by the NJ Commission, the Company determined that Tropicana AC should not be consolidated subsequent to December 12, 2007. This determination was based on the accounting guidance for consolidation of all majority owned subsidiaries, insofar as the government-imposed restrictions on TEH’s continued management and control of Tropicana AC were so severe, they cast significant doubt on TEH’s ability to control the subsidiary. TEH has thereafter accounted for its interest in Tropicana AC, held by the ICA Trust, under the cost method. TEH’s cost basis was then adjusted to fair value in accordance with accounting guidance related to accounting for certain investments in debt and equity securities.

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As a result, the net cost basis in Tropicana AC is presented as a beneficial interest in Trust in the accompanying condensed balance sheet of TEH as of December 31, 2009. As the Trustee had control of the operations of Tropicana AC from December 12, 2007 until the Company’s acquisition of the property, there are no results of operations, other than impairment charges associated with the beneficial interest for Tropicana AC included in the condensed statements of operations and statements of cash flows of TEH for the three and six months ended June 30, 2009.

Impairment Loss

Under the accounting guidance related to the meaning of other-than-temporary impairment and its application to certain investments, cost basis investments such as the beneficial interest in Trust are evaluated for impairment under a process that results in an impairment charge reducing the cost basis to fair value when other-than-temporary impairment exists. To determine the fair value, TEH utilized a combination of the income approach and market approach. The income approach incorporates the use of the discounted cash flow method, whereas the market approach incorporates the use of the guideline company method. Significant assumptions are used to determine the fair value such as cash flow projections, working capital requirements and the discount rate which are considered “Level 3” inputs. The estimated fair value of the beneficial interest in Trust declined to $200.0 million at December 31, 2009 from $354.3 million at December 31, 2008 which was based on the $200 million credit bid by the lenders under the Credit Facility, resulting in impairment charges of $154.3 million during the three and six months ended June 30, 2009.

NOTE 9—GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of total acquisition costs over the fair market value of net assets acquired and liabilities assumed in a business combination. The Company recorded goodwill of $30.4 million upon the application of fresh-start reporting and $33.5 million in connection with the acquisition of Tropicana AC. The Company established deferred tax liabilities for book and tax differences between assigned values and tax bases of the acquired assets which resulted in the Company recognizing goodwill. As of December 31, 2009, TEH had $16.8 million of goodwill related to Belle of Baton Rouge, CP Vicksburg had $0.6 million of goodwill and JMBS Casino had $8.4 million of goodwill. In connection with fresh-start reporting, the Predecessors’ goodwill of $25.8 million was eliminated.

Intangible assets consist of the following (in thousands):

	Successor				Predecessors
					TEH				CP Vicksburg				JMBS Casino
	Estimated life	June 30,			Estimated life	December 31,			Estimated life	December 31,			Estimated life	December 31,
	(years)	2010			(years)	2009			(years)	2009			(years)	2009
		(unaudited)
Trade name	Indefinite	$	29,500		Indefinite	$	16,700		—	$	—		Indefinite	$	20
Gaming licenses	Indefinite	43,970			Indefinite	50,718			—	—			—	—
Trade name	—	—			1 1 / 2 - 10	3,200			—	—			—	—
Customer lists	3	3,103			5 - 15	7,467			5	1,795			—	—
Other	5-30	13,770			9 - 60	4,408			5-35	747			5	3,000
Total intangible assets		90,343				82,493				2,542				3,020
Less accumulated amortization:
Trade name		—				(3,017		)		—				—
Customer lists		(345		)		(5,195		)		(1,795		)		—
Other		(401		)		(393		)		(427		)		(3,000		)
Total accumulated amortization		(746		)		(8,605		)		(2,222		)		(3,000		)
Intangible assets, net		$	89,597			$	73,888			$	320			$	20

Upon the Effective Date, in connection with fresh-start reporting, the Predecessors’ intangible assets were eliminated. In connection with the adoption of fresh-start reporting, the Company recognized $29.5 million in an indefinite life trade name related to the “Tropicana” trade name and $44.0 million of indefinite life gaming licenses related to entities that are located in gaming jurisdictions where competition is limited to a specified number of licensed gaming operators. Customer lists were valued at $1.7 million representing the value associated with our customers under our customer loyalty programs and are being amortized on a straight-line basis over three years. Favorable lease arrangements were valued at $8.6 million and are being amortized to rental expense on a straight-line basis over 30 years, which approximates the remaining useful life of the leased facility.

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In connection with the Tropicana AC acquisition, the Company also recognized $5.2 million of other intangibles assets relating to favorable lease arrangements which are being amortized to tenant income on a straight-line basis over the terms of the various leases, and $1.4 million representing the value associated with customers enrolled in our customer loyalty programs which are being amortized on a straight-line basis over three years. Estimated annual amortization of the favorable lease assets to tenant income at Tropicana AC for the years ended December 31, 2010, 2011, 2012, 2013 and 2014 is anticipated to be $0.8 million, $0.9 million, $0.9 million, $0.9 million, and $0.9 million, respectively.

Intangible assets related to the Plan and Tropicana AC acquisition were valued using income and cost based methods as appropriate. The “Tropicana” trade name was valued based on the relief from royalty method which is a function of projected revenue, the royalty rate that would hypothetically be charged by a licensor of an asset to unrelated licensee, and a discount rate. The royalty rate was based on factors such as age, market competition, absolute and relative profitability, market share and prevailing rates for similar assets to reach a 1% royalty rate. The discount rate applied was 14%, based on the weighted average cost of capital of the properties benefiting from the trade name. Gaming licenses were valued based on the Greenfield method, which is the function of the cost to build a new casino operation, the build out period, projected cash flows attributed to the casino once operational, and a discount rate. The projected cash flows assumed a revenue growth rate of 2% and effective tax rate of 40%. The discount rate assumed was 16%, based on the weighted average cost of capital for the respective property plus a premium to reflect the additional risks of achieving individual cash flows. The value assigned to customer lists is based on the present value of future earnings using the replacement cost method based on internally developed estimates.

Amortization expense for the quarter ended June 30, 2010 and the Successor Period was $0.3 million and $86,000, respectively. Amortization expense at TEH for the quarter ended June 30, 2009, the Predecessor Period and the six months ended June 30, 2009 for those assets amortized was $39,000, $27,000 and $81,000, respectively. Estimated annual amortization expense for the intangible assets of the Company for the years ended December 31, 2010, 2011, 2012, and 2013 is anticipated to be $0.8 million, $1.0 million, $1.0 million, and $0.2 million, respectively.

NOTE 10—INVESTMENTS (SUCCESSOR)

The New Jersey Casino Control Act provides, among other things, for an assessment of licenses equal to 1.25% of gross gaming revenues in lieu of an investment alternative tax equal to 2.5% of gross gaming revenues. The Company may satisfy this investment obligation by investing in qualified eligible direct investments, by making qualified contributions or by depositing funds with the New Jersey Casino Reinvestment Development Authority (“CRDA”). Funds deposited with the CRDA may be used to purchase bonds designated by the CRDA or, under certain circumstances, may be donated to the CRDA in exchange for credits against future CRDA investment obligations. The carrying value of the total investments at June 30, 2010 approximates their fair value.

Investments consist of the following (in thousands, unaudited):

	Successor
	June 30, 2010
Investment in bonds - CRDA	$	13,017
Less unamortized discount	(3,617		)
Less valuation allowance	(2,037		)
Deposits — CRDA	29,122
Less valuation allowance	(7,594		)
Direct investment — CRDA	3,685
Less valuation allowance	(659		)
Total investments	$	31,917

The CRDA bonds have various contractual maturities that range from 5 to 40 years. Actual maturities may differ from contractual maturities because of prepayment rights.

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NOTE 11—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities, excluding liabilities subject to compromise, consist of the following (in thousands):

	Successor		Predecessors
					CP		JMBS
	June 30,		TEH		Vicksburg		Casino
	2010		December 31, 2009
	(unaudited)
Accrued payroll and related	$	27,759	$	14,036	$	352	$	301
Accrued gaming and related	7,451		8,749		834		277
Accrued taxes	4,535		—		661		551
Accrued interest	—		240		—		—
Deferred tax liability—current portion	—		858		—		—
Other accrued expenses and current liabilities	22,682		6,292		298		148
Total accrued expenses and other current liabilities	$	62,427	$	30,175	$	2,145	$	1,277

NOTE 12—DEBT

Debt consists of the following (in thousands):

	Successor			Predecessors
				TEH
	June 30,			December 31,
	2010			2009
	(unaudited)
Term Loan Facility, due 2013, interest at 15% at June 30, 2010, net of unamortized discount of $25.6 million at June 30, 2010	$	104,433		$	—
Revolving Facility, due 2013, interest at 15% at June 30, 2010	—			—
Debtor-in-Possession Credit Agreement, interest at 13.3% at December 31, 2009	—			65,219
Senior Secured Credit Facility—Term Loan, due 2012, interest at 0% at December 31, 2009 (subject to compromise)	—			1,300,239
Senior Secured Credit Facility—Revolver, interest at 0% at December 31, 2009 (subject to compromise)	—			29,010
9 5 / 8 % Senior Subordinated Notes, due 2014 (subject to compromise)	—			960,000
Other long-term debt	348			461
Total debt	104,781			2,354,929
Less amounts subject to compromise	—			(2,289,260		)
Less current portion of debt not subject to compromise	(1,497		)	(65,669		)
Total long-term debt, net	$	103,284		$	—

Successor

Exit Facility

On December 29, 2009, TEI entered into the Exit Facility with multiple lenders including Icahn Capital LP (“Icahn Capital”), as further discussed in Note 14, which consists of (i) a $130 million Term Loan Facility and (ii) a $20 million Revolving Facility. The Exit Facility matures on March 8, 2013. The Term Loan Facility requires mandatory principal payments of $1.3 million annually on March 8, 2011 and 2012. The Revolving Facility generally does not require mandatory principal payments. Additionally, the Company issued 1,312,500 Penny Warrants to purchase its Common Stock at a strike price of $0.01 to participating lenders under the Exit Facility. On the Effective Date the proceeds of the Exit Facility were used to repay certain indebtedness, including the Predecessors DIP Credit Facility, to pay Bankruptcy Court-approved administrative claims and expenses, to provide for working capital, to pay fees and expenses related to the Exit Facility and for other general corporate purposes. All amounts outstanding under the Exit Facility bear interest at a rate per annum of 15% so long as no default or event of default has occurred and is continuing, or at a rate per annum of 17% in the event that a default or event of default has occurred and is continuing. In addition, the Company will be required to pay an annual administrative fee of $100,000 and an unused line fee equal to 0.75% of the daily average undrawn portion of the Revolving Facility. The Exit Facility is guaranteed by substantially all the existing and future subsidiaries of TEI.

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The Exit Facility contains mandatory prepayment provisions from proceeds received by TEI and its subsidiaries as a result of asset sales and the incurrence of indebtedness (subject in each case to certain exceptions). Key covenants binding TEI and its subsidiaries include (i) $50 million limitation per annum on capital expenditures, (ii) compliance with a fixed charge coverage ratio of not less than 2.00 to 1.00 and (iii) compliance with a total leverage ratio not to exceed 4.25 to 1.00. Financial covenants will be tested at the end of each fiscal quarter on a last twelve months basis. Key defaults (termination provisions) include (i) failure to repay principal, interest, fees and other amounts owing under the facility, (ii) cross default to other material indebtedness, (iii) the rendering of a material judgment against TEI or any subsidiary, (iv) failure of security documents to create valid liens on property securing the facility and to perfect such liens, (v) revocation of casino, gambling or gaming licenses, and (vi) the bankruptcy or insolvency of TEI or any of its subsidiaries. Many defaults are also subject to cure periods prior to such default giving rise to the right of the lenders to accelerate the loans and to exercise remedies. TEI was in compliance with these covenants at June 30, 2010.

Predecessors

Debtor-in-Possession Credit Agreement

On May 5, 2008, TEH entered into the DIP Credit Facility. In October 2008, TEH increased its availability under the DIP Credit Facility from $67 million to $80 million. TEH extended the maturity of the DIP Credit Facility to the earlier of March 31, 2010 or the Effective Date of the Plan. Borrowings under the DIP Credit Facility bore interest at a margin over the Alternate Base Rate or Adjusted LIBO Rate (each as defined in the DIP Credit Facility), as selected by TEH.

The DIP Credit Facility provided the administrative agent, collateral agent and lenders with a senior priming lien on all of TEH’s tangible and intangible assets subject to certain exceptions specified therein. In addition, each of TEH’s subsidiaries, as well as the Affiliate Guarantors, were guarantors under the DIP Credit Facility.

The DIP Credit Facility contained certain financial and other covenants and certain defaults and events of default customary for debtor-in-possession financings of this type. On the Effective Date the DIP Credit Facility was paid in full.

Senior Secured Credit Facility—subject to compromise

On January 3, 2007, TEH entered into the Credit Facility comprised of a $1.53 billion senior secured term loan (“Term Loan”) and a $180.0 million senior secured revolving credit facility (“Revolver”). The Term Loan bore interest at a margin above the LIBO Rate or Alternative Base Rate (each as defined in the Credit Facility), as selected by TEH. The borrowings under the Credit Facility were guaranteed by the same guarantors as the Notes; security interests in all of TEH’s and the guarantors’ tangible and intangible assets, including a pledge of all equity interests in TEH and the guarantors; and a guarantee of Columbia Sussex Corporation (“CSC”), a company related to the Predecessors by common ownership, to the extent that the Revolver exceeded $100.0 million. The Credit Facility required additional mandatory principal payments of, among other things, excess cash flow, as defined in the agreement.

Subsequent to the Petition Date, the Bankruptcy Court authorized TEH to make adequate protection payments that included interest on the Credit Facility. Effective February 1, 2009, the Bankruptcy Court authorized TEH to suspend the adequate protection payments with respect to interest, which resulted in no interest expense in 2009 related to the Credit Facility. The interest rate was the Adjusted LIBO Rate plus 2.25% per annum until (but not including) June 30, 2008 and thereafter, at the Alternate Base Rate plus 1.25% per annum. As of the Effective Date, the Credit Facility was terminated pursuant to the Plan, with the exception of the portion related to the Credit Bid as further discussed in Note 1.

Prior to the Petition Date, the Company had approximately $8.0 million in letters of credit issued under the Credit Facility, of which $7.5 million was paid to the beneficiary in the quarter ended March 31, 2009 and the remaining $0.5 million was paid to the beneficiary during the quarter ended June 30, 2009. Accordingly, these payments increased the outstanding balance of the Credit Facility during 2009. As a result, CP Vicksburg and JMBS Casino recorded a loss related to the increase during the three months and six months ended June 30, 2009 of $0.5 million and $8.0 million, respectively, which is included in the accompanying condensed statements of operations.

Senior Subordinated Notes—subject to compromise

On December 28, 2006, TEH issued the Notes. Interest on the Notes was payable semi-annually on June 15 and December 15 of each year.

The Notes were guaranteed by certain of TEH’s subsidiaries, as well as by the Affiliate Guarantors. The Notes contained certain restrictive covenants regarding, among other things, TEH’s and the guarantors’ ability to incur or guarantee additional

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indebtedness, pay dividends, sell or transfer assets, make certain investments, create or incur certain liens, enter into merger, consolidation or sale transactions and to enter into transactions with affiliates that are not described in the agreements. Upon a change in control of TEH, the holders of each Note had the right to require TEH to repurchase the Notes at 101% of the principal amount plus any unpaid interest to the date of purchase. As of the Effective Date the Notes were cancelled pursuant to the Plan.

NOTE 13—DERIVATIVE INSTRUMENTS (PREDECESSORS)

TEH had entered into interest rate swap agreements to effectively convert a portion of its variable interest rate to a fixed interest rate. Prior to the Effective Date, TEH had two interest rate swap agreements for an aggregate notional amount of $1.0 billion, each converting a portion of its floating-rate debt to a fixed rate of 5.0% based on three-month LIBO Rate. The filing for bankruptcy protection on May 5, 2008 caused an early termination of these interest swap agreements. The interest rate swap agreements provided that upon an early termination, the market value of the interest rate swap agreement as of the date of the early termination was due and interest payable on this amount was owed at the prime rate plus 2%. The fair value of the interest rate swap agreements as of May 5, 2008 was approximately $53.2 million, which was included in liabilities subject to compromise at December 31, 2009 and was discharged on the Effective Date upon consummation of the Plan.

NOTE 14—RELATED PARTY TRANSACTIONS

Icahn Capital

On May 4, 2009, pursuant to the Plan, the Company entered into a commitment letter (the “Commitment Letter”) with Icahn Capital, an affiliate of Mr. Carl C. Icahn, Chairman of our Board of Directors, pursuant to which Icahn Capital committed to provide, on a fully underwritten basis, the Exit Facility. Furthermore, entities affiliated with Mr. Icahn are lenders under the Exit Facility and hold more than 50% of the loans extended under the Exit Facility. In addition, an entity affiliated with Mr. Icahn is the administrative agent and collateral agent under the Exit Facility. Pursuant to the Commitment Letter, the Company is also responsible for various professional fees, including legal costs and gaming license costs, on behalf of Mr. Icahn. The Company and TEH expensed $0.1 million and $1.0 million during the quarters ended June 30, 2010 and 2009, respectively. The Company and TEH expensed $0.3 million, $1.1 million and $1.0 million during the Successor Period, the Predecessor Period and the six months ended June 30, 2009, respectively, related to these costs. The Company paid $9.5 million in debt issuance costs related to the Exit Facility. Unamortized debt issuance costs of $8.5 million were included in other long term assets, net on the accompanying condensed balance sheet as of June 30, 2010.

Icahn Sourcing, LLC

Icahn Sourcing, LLC (“Icahn Sourcing”), is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property. We are a member of the buying group and, as such, are afforded the opportunity to purchase goods, services and property from vendors with whom Icahn Sourcing has negotiated rates and terms. Icahn Sourcing does not guarantee that we will purchase any goods, services or property from any such vendors, and we are under no obligation to do so. We do not pay Icahn Sourcing any fees or other amounts with respect to the buying group arrangement. We may purchase a variety of goods and services as members of the buying group at prices and on terms that we believe are more favorable than those which would be achieved on a stand-alone basis.

NOTE 15—AFFILIATE TRANSACTIONS (PREDECESSORS)

Tahoe Horizon

In June 2009, TEH and certain of its subsidiaries entered into a Master Restructuring Agreement with CSC and the landlord of its Horizon Casino Resort (“Tahoe Horizon”) operations, agreeing to assign the leases, certain related assets, rights and obligations of the Tahoe Horizon operations to affiliates of CSC. Assignment of the leases was approved by the Bankruptcy Court concurrently with the confirmation of the Plan. The terms of the assignment provided for the Company to assign the hotel lease on June 15, 2009, while continuing to operate the casino on a limited basis until CSC or a third party designee was licensed by the Nevada Gaming Commission. In October 2009, the gaming assets and all remaining rights and certain obligations related to Tahoe Horizon were assigned to entity affiliated with CSC, and TEH no longer had any involvement with this property.

Notes Payable to Affiliate Guarantors

In 2009, JMBS Casino loaned $2.5 million to TEH. The loan accrued interest at an annual rate of 12.0%. No principal or interest payments were due under the loans until the maturity date of January 1, 2015. In September 2008, JMBS Casino and CP

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Vicksburg loaned $2.5 million and $2.0 million, respectively, to TEH. The loans accrued interest at an annual rate of 12.0%. No principal or interest payments were due under the loans until the maturity date of January 1, 2015. Pursuant to the Plan, these loans and accrued interest were cancelled on the Effective Date.

In 2007, JMBS Casino and CP Vicksburg loaned $5.0 million and $7.0 million, respectively, to TEH. The loans accrued interest at an annual rate of 12.0%. No principal or interest payments were due under these loans until maturity, which was January 1, 2015. Due to the bankruptcy filing in May 2008, the total of these pre-petition loans and accrued interest of $13.1 million is included in liabilities subject to compromise on TEH’s accompanying December 31, 2009 condensed balance sheets. Pursuant to the Plan, these loans and accrued interest were discharged on the Effective Date.

Wimar and Columbia Sussex Corporation

Wimar Tahoe Corporation (“Wimar”), the Predecessors’ ultimate parent, provided various support services through September 2008 which were charged to the Predecessors. The services provided by Wimar to the Predecessors under casino services agreements primarily related to casino operations, employment matters, staffing, marketing, advertising, casino layout, compliance, internal audit and purchasing of gaming related equipment and supplies. The operations of the Predecessors were separate and apart from Wimar. Any costs incurred by Wimar for the benefit of or related to the Predecessors’ operations were charged to the Predecessors. Wimar charged the Predecessors its allocated portion of the corporate overhead costs for these services based on the ratio of the Predecessors’ net operating revenues to the total aggregate net operating revenue of all casino operations owned by Wimar.

CSC provided, until April 30, 2009, various administrative and accounting services to the Predecessors under a series of administrative services agreements. In addition, the Predecessors also occasionally bought and sold slot machines and other equipment at net book value from and to subsidiaries of Wimar and CSC.

The services provided by CSC were primarily related to accounting and administrative services in the areas of accounts payable, cash management, payroll processing, purchasing, human resources, marketing, risk management, tax and accounting. Also, the Predecessors participated in general liability, workers’ compensation, property and health insurance programs facilitated by CSC. In addition, certain of the Predecessors adopted CSC’s 401(k) pension savings plan. The operations of the Predecessors were separate and apart from CSC. Any costs incurred by CSC for the benefit of or related to the Predecessors’ operations were charged to the Predecessors. Effective April 30, 2009, the Predecessors terminated the administrative services agreements with CSC in anticipation of the Plan.

CP Vicksburg

CP Vicksburg licensed the use of the name “Horizon” from a wholly owned subsidiary of TEH, an affiliate through common ownership. The trademark license agreement term was for ten years, terminating in October 2013 with an annual fee of $12,000. Payments were to be made annually on the anniversary date. The agreement allowed for six ten-year renewals at CP Vicksburg’s option. Pursuant to the Plan, on the Effective Date, such costs become intercompany transactions and are eliminated upon consolidation as CP Vicksburg is a subsidiary of the Company.

JMBS Casino

JMBS Casino shares the cost of operating shuttle buses owned by Greenville Riverboat. The shuttle buses service both casinos and various food and beverage establishments in downtown Greenville. Pursuant to the Plan, on the Effective Date, such costs become intercompany transactions and are eliminated upon consolidation as JMBS Casino and Greenville Riverboat are subsidiaries of the Company.

NOTE 16—COMMITMENTS AND CONTINGENCIES

Leases

MontBleu Lease

The Company has a lease agreement with respect to the land and building which MontBleu operates, through December 31, 2028. Under the terms of the lease, rent is $333,333 per month beginning May 1, 2009, plus 10% of gross revenues in excess of $50 million through December 31, 2011. After December 31, 2011, rent will be equal to the greater of (i) $333,333 per month as increased by the same percentage that the consumer price index has increased from 2009 thereafter, or (ii) 10% of gross revenues. In connection with fresh-start reporting, the Company recognized an unfavorable lease liability of $9.6 million related to this lease that

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will be amortized on a straight-line basis to rental expense over the remaining term of the lease. The unfavorable lease liability balance was $9.6 million on the accompanying condensed balance sheets as of June 30, 2010.

Casino Aztar Land Lease

The Company leases from the City of Evansville, Indiana approximately four and a half acres of the eight and a half acres on which Casino Aztar is situated. Under the terms of the lease, the Company has the option to extend the lease for up to seven five-year renewal options until November 30, 2040. In March 2010, the Company exercised the second of seven renewal options, which extended the lease term through November 2015. Under the terms of the lease as amended, the Company is required to pay a percentage of the adjusted gross receipts (“AGR”) for the year in rent, with a minimum annual rent of no less than $2 million. The percentage rent is equal to 2% of the AGR up to $25 million, plus 4% of the AGR in excess of $25 million up to $50 million, plus 6% of the AGR in excess of $50 million up to $75 million, plus 8% of the AGR in excess of $75 million up to $100 million, plus 12% of the AGR in excess of $100 million. In addition, the Company must make two prepayments of percentage rent to the City of Evansville for the period between January 2011 and December 2015. The first payment of $5.0 million was paid in April 2010 with the second payment of $5.0 million due no later than December 31, 2010. The Company was also required to pay $3.5 million to the City of Evansville within 30 days after the Effective Date for city development projects, which was paid in April 2010, and has agreed to construct a pedestrian bridge to Casino Aztar, at an estimated cost of approximately $3.0 million, to be completed within three years after the Effective Date.

Belle of Baton Rouge Lease

Belle of Baton Rouge leases certain land, buildings and airspace rights under separate leases, one of which runs through 2019 and the other of which runs through 2013 with options to extend for up to 70 years. In addition, Belle of Baton Rouge leases a parking lot with annual rent of $0.6 million through August 2012.

Lighthouse Point Lease

Lighthouse Point leases approximately four acres of land on which the docking, entry and parking facilities of the casino are situated. Lighthouse Point is required to pay an amount equal to 2% of its monthly gross gaming revenues in rent, with a minimum monthly payment of $75,000. In addition, in any given year in which annual gross gaming revenues exceed $36.6 million, Lighthouse Point is required to pay 8% of the excess amount as rent pursuant to the terms of the lease. The current lease expires in 2014, with an option to extend its term through 2044.

CP Vicksburg Lease

CP Vicksburg 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 including parking, casino dockage and casino entry parcels, revert back to the City upon termination of the agreement. Monthly amounts owed include a fixed annual payment of $563,000, subject to adjustment for changes in the consumer price index (base year 2003), and 1.5% of net revenue, as defined in the agreement (primarily gaming and food and beverage revenues). In connection with fresh-start reporting, the Company recognized an unfavorable lease liability of $2.1 million related to this lease that will be amortized on a straight-line basis to rental expense over the remaining term of the lease. The unfavorable lease liability balance was $2.0 million on the accompanying condensed balance sheets as of June 30, 2010.

JMBS Casino Lease

JMBS Casino leases land, buildings and equipment used in its operations, including a lease with the City of Greenville, Mississippi, for rights for land used in connection with JMBS Casino’s riverboat gaming operation for moorage, docking and berthing. JMBS Casino’s current lease with the City of Greenville terminates in August 2010, but it has entered into a new lease agreement with the City of Greenville for the same moorage, docking and berthing rights. The term of the new lease agreement is from September 2010 to August 2020 (with the option of two five-year renewals) and requires annual payments of $420,000.

2008 NJSEA Subsidy Agreement

Effective August 14, 2008, the casinos located in Atlantic City (“Casinos”), including Tropicana AC, executed a new subsidy agreement with New Jersey Sports and Exposition Authority (“NJSEA”) for the benefit of the horse racing industry for $30.0 million annually for a three-year period (“2008 NJSEA Subsidy Agreement”). In addition, the NJ Commission adopted regulations effective September 22, 2008 that established procedures by which the Casinos may implement the promotional gaming credit tax deduction. The 2008 NJSEA Subsidy Agreement provides that the Casinos will pay the NJSEA $90.0 million to be used solely for purse enhancements, breeder’s purses and expenses to establish off-track wagering facilities which it incurs through 2011. The payments will be made in eleven installments from September 29, 2008 through November 15, 2011 and will total $30.0 million in 2010 and

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$7.5 million in 2011. Each Casino will pay a share equal to a percentage representing the gross gaming revenue it reported for the prior calendar year compared to that reported by all Casinos for that year. The Company estimates its portion of this industry obligation is approximately 7.9%.

The 2008 NJSEA Subsidy Agreement also provides that the NJSEA, all other entities which receive any portion of the payments and affiliates of either shall not operate, conduct, maintain or permit any casino gaming, including video lottery gaming, in any New Jersey location other than Atlantic City prior to 2012 and that the Casinos may bring an action in New Jersey Superior Court against any entity that does so to enforce this prohibition by specific performance.

The 2008 NJSEA Subsidy Agreement further provides that if, prior to 2011, a statewide public question to authorize casino gaming at any New Jersey location other than Atlantic City is approved by the New Jersey Legislature or if, prior to 2012, any such statewide public question is approved by New Jersey voters or any New Jersey legislation is enacted or other New Jersey governmental action is taken authorizing such gaming or any such gaming is actually operated, conducted or maintained, then the Casinos shall make no further payments to NJSEA and, in certain circumstances, NJSEA shall return some or all of the payments it previously received from the Casinos.

The 2008 NJSEA Subsidy Agreement acknowledges the publicly announced intention of the Governor to, by executive order, create a commission to study and report its recommendations for the long term stability of the horse racing industry to the Governor and the Legislature on or about July 1, 2010 and provides that the Casinos, Casino Association of New Jersey and NJSEA will work and cooperate in good faith with any such commission and that the NJSEA shall not support legislation for casino gaming in any New Jersey location other than Atlantic City prior to that commission’s delivery of its report to the Governor and the Legislature.

New Jersey CRDA

The NJ Commission imposes an annual tax of eight percent on gross casino revenue. Pursuant to legislation adopted in 1984, casino licensees are required to invest an additional one and one-quarter percent of gross casino revenue for the purchase of bonds to be issued by the CRDA or make other approved investments equal to that amount; in the event the investment requirement is not met, the casino licensee is subject to a tax of two and one-half percent on gross casino revenue. As mandated by the legislation, the interest rate of the CRDA bonds purchased by the licensee will be two-thirds of the average market rate for bonds available for purchase and published by a national bond index at the time of the CRDA bond issuance.

Tropicana Trademark Litigation

Certain parties (the “Plaintiffs”) affiliated with the new owners of Tropicana Hotel & Casino (“Tropicana LV”) filed a declaratory judgment action in the District Court, Clark County, Nevada, on July 20, 2009, against Aztar Corporation (“Aztar”) and Tropicana Entertainment, LLC (“TE”) originally seeking only a declaratory judgment that Tropicana LV had the right to operate a hotel and casino under the name “Tropicana” without any interference by or payment to Aztar or TE (together, the “Defendants”). The Plaintiffs’ complaint sought no damages or injunctive relief. On August 10, 2009, Defendants removed the action to the District of Nevada and filed an answer and counterclaim asserting Plaintiffs’ use of “Tropicana” infringes upon Defendants’ rights in three federally registered trademarks. The Plaintiffs filed a motion to remand the action to Nevada state court, which was granted on January 21, 2010. The parties are currently engaged in discovery.

During the course of proceedings, the Plaintiffs and Defendants each filed a motion for summary judgment claiming ownership of the “Tropicana” trademark. Both motions were denied, although the Nevada state court preliminarily found that the Plaintiffs might have an unexercised reversionary ownership interest in the trademark as a result of an agreement that is 30 years old. Nonetheless, because any exercise of this purported reversionary interest by Tropicana LV could potentially deprive the Company, as successor to TE, of its asserted ownership of the Tropicana trademark, the Defendants filed a motion in the Chapter 11 Cases for an order rejecting the 1980 trade name agreement. In addition, the Company, together with its subsidiary, New Tropicana Holdings, Inc. (“New Tropicana”), and certain affiliates of Icahn Capital filed a complaint in the Chapter 11 Cases against the Plaintiffs, seeking a declaration that, consistent with prior, uncontested orders of the Bankruptcy Court, New Tropicana is the owner of the “Tropicana” trademark, the Exit Facility lenders have a perfected security interest in that property, and the Nevada state court action, to the extent it seeks to assert ownership over the trademark or question the validity of the security interest, violates the automatic stay. The Complaint also demands an injunction against any further efforts by the Plaintiffs to re-litigate the ownership issue, and seeks other remedies on behalf of the Exit Facility lenders.

If the Plaintiffs are successful in either court, the Company’s right to continued use of the “Tropicana” name, in a particular geographic area, on an exclusive basis, or at all, could be adversely affected. In the event the Plaintiffs prevail, they would also have the right to continued use of the “Tropicana” trademark in perpetuity without payment of any royalty or license fee to the Company, and their continued use of the trademark without restriction could dilute the “Tropicana” brand and be detrimental to the Company’s future properties that utilize that brand.

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Wimar and CSC Administrative Expense Claims

On March 31, 2009, Wimar and CSC filed separate proceedings with the Bankruptcy Court related to administrative expense claims in which the Predecessors were a party. The total claim filed by Wimar and CSC is in excess of the amounts recorded by the Predecessors. The Company intends to contest claims to the extent that they exceed the amounts the Company believes are due.

Litigation in General

The Company is a party to various litigation that arises in the ordinary course of business. In the opinion of management, all pending legal matters are either adequately covered by insurance or, if not insured, will not have a material adverse effect on the financial position or the results of operations of the Company.

NOTE 17—STOCKHOLDERS’ EQUITY (SUCCESSOR)

Common Stock

We are authorized to issue up to 100 million shares of our Common Stock, of which 26,312,500 shares were issued and outstanding as of June 30, 2010. Each holder of the Common Stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders. The holders of our Common Stock have no cumulative voting rights, preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our Common Stock. Subject to any preferences that may be granted to the holders of our preferred stock, each holder of Common Stock is entitled to receive ratably, such dividends as may be declared by the Board of Directors out of funds legally available therefore, as well as any distributions to the stockholders and, in the event of our liquidation, dissolution or winding up is entitled to share ratably in all our assets remaining after payment of liabilities.

Preferred Stock

We are authorized to issue up to 10 million shares of our preferred stock, $0.01 par value per share, of which none were issued as of June 30, 2010. The Board of Directors, without further action by the holders of Common Stock, may issue shares of preferred stock in one or more series and may fix or alter the rights, preferences, privileges and restrictions, including the voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences, conversion rights and the description and number of shares constituting any wholly unissued series of preferred stock. Except as described above, the Board of Directors, without further stockholder approval, may issue shares of preferred stock with rights that could adversely affect the rights of the holders of Common Stock. The issuance of shares of preferred stock under certain circumstances could have the effect of delaying or preventing a change of control of TEI or other corporate action.

Warrants

In accordance with the Plan, holders of the Predecessors notes and general unsecured claims received Ordinary Warrants to purchase 3,750,000 shares of our Common Stock. The Ordinary Warrants have a four year, six month term and an exercise price of $52.44 per share. The Company evaluated the Ordinary Warrants under current accounting pronouncements and determined they were properly classified as equity on the accompanying condensed balance sheet. The Company valued the Ordinary Warrants using the Black-Scholes option valuation model assuming a life of 4.5 years, a volatility factor of 61% and a risk free interest rate of 2.36%. The resulting value of $11.5 million was recorded as a reorganization item of the Predecessors on the accompanying condensed statements of operations.

In addition, pursuant to the terms of the Exit Facility, we issued Penny Warrants to purchase 1,312,500 shares of our Common Stock at a strike price of $0.01 to participating lenders on the Effective Date. The Penny Warrants have a term of 3 months. The Company valued the Penny Warrants using the Black-Scholes option valuation model assuming a life of 0.24 years, a volatility factor of 41% and a risk free rate of 0.16%. The resulting value of $19.5 million is treated as a debt discount and netted against the carrying value of the Exit Facility on the accompanying condensed balance sheet as of June 30, 2010. The discount is amortized at a constant rate applied to the outstanding balance of the Exit Facility with a corresponding increase in non-cash interest expense. During the Successor Period, all 1,312,500 warrants were exercised at $0.01 per share.

Significant Ownership

At June 30, 2010, Mr. Icahn indirectly controlled approximately 48.1% of the voting power of the Company’s Common Stock and, by virtue of such stock ownership, is able to exert substantial influence over the Company, including the election of directors. The existence of a significant stockholder may have the effect of making it difficult for, or may discourage or delay, a third party from seeking to acquire a majority of the Company’s outstanding Common Stock. Mr. Icahn’s interests may not always be consistent with the Company’s interests or with the interests of the Company’s other stockholders. Mr. Icahn and entities controlled by him may also pursue acquisitions or business opportunities that may or may not be complementary to the Company’s business. To the

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extent that conflicts of interest may arise between the Company and Mr. Icahn and his affiliates, those conflicts may be resolved in a manner adverse to the Company or its other shareholders.

NOTE 18—BASIC AND DILUTED NET INCOME PER SHARE (SUCCESSOR)

The Company computes net income per share in accordance with accounting guidance that requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income for the period by the weighted average number of shares outstanding during the period. Diluted EPS is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period, increased by potentially dilutive common shares that were outstanding during the period. Potentially dilutive common shares include warrants. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive.

Excluded from the calculation of diluted earnings per share are the Ordinary Warrants to purchase 3,750,000 shares of our common stock as they were out-of-the-money as of June 30, 2010.

NOTE 19—DISCONTINUED OPERATIONS (PREDECESSORS)

TEH disposed of Tropicana LV, located in Las Vegas, Nevada, during the year ended December 31, 2009. As a result, Tropicana LV was no longer owned or operated by TEH subsequent to June 30, 2009. In addition, TEH assigned the leases and all rights and certain obligations related to Tahoe Horizon located in Lake Tahoe, Nevada, in two phases effective June 15, 2009 and October 16, 2009. As a result, TEH no longer had any involvement with operating Tahoe Horizon subsequent to October 16, 2009. Accordingly, the results of operations of Tropicana LV and Tahoe Horizon are presented as discontinued operations in the condensed statements of operations for the quarter and six months ended June 30, 2009. The cash flows of the discontinued operations are included with the cash flows of continuing operations in the accompanying condensed statements of cash flows.

Operating results of discontinued operations are summarized as follows (in thousands, unaudited):

	Predecessor
	TEH
	Three Months Ended June 30,			Six Months Ended June 30,
	2009			2009
Net revenues	$	23,727		$	53,480
Operating costs and expenses	33,610			67,441
Impairment charge	427,948			427,948
Loss from operations	(437,831		)	(441,909		)
Interest expense, net (contractual interest was $4,889)	(3		)	(2,560		)
Reorganization items, net	(496		)	(1,528		)
Income tax benefit	129,451			129,451
Loss from discontinued operations, net	$	(308,879	)	$	(316,546	)

Impairment Charge

In accordance with Accounting Standards Codification subtopic 360-10, Property, plant and equipment (“ASC 360-10”), when the Tropicana LV Plan was confirmed on May 5, 2009, and it was determined that Tropicana LV would no longer be owned or operated by the Company, the assets held for sale were reviewed for impairment. The Company recorded an impairment charge during the three and six months ended June 30, 2009 of $427.0 million related to the property and equipment at Tropicana LV as it exceeded its estimated fair value.

In June 2009, the Company assigned the non-gaming assets of the Tahoe Horizon lease to an affiliated of CSC. As a result, in accordance with ASC 360-10, the Company recorded an impairment loss of approximately $0.9 million related to the gaming assets at Tahoe Horizon during the three and six months ended June 30, 2009.

Reorganization items related to discontinued operations represent amounts incurred since the Petition Date as a direct result of the Chapter 11 Cases for Tropicana LV and Tahoe Horizon, and were comprised of the following (in thousands, unaudited):

	Predecessor
	TEH
	Three Months Ended June 30,			Six Months Ended June 30,
	2009			2009
Professional fees	$	(504	)	$	(1,565	)
Interest income	21			77
Other	(13		)	(40		)
Total reorganization items included in loss from discontinued operations, net	$	(496	)	$	(1,528	)

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NOTE 20—INCOME TAXES

The Company’s effective income tax rate for the three months ended June 30, 2010 and the Successor Period was 33.8% and 33.7%, respectively. The difference between the federal statutory rate of 35% and the Company’s effective tax rate for both the three months ended June 30, 2010 and the Successor Period was primarily related to state income taxes (net of federal benefit), non-deductible meals and entertainment and other permanent differences. Looking forward, our effective income tax rate may fluctuate due to changes in tax legislation, changes in our estimates of federal tax credits, changes in our assessment of uncertainties as valued under accounting guidance for uncertainty in income taxes, as well as accumulated interest and penalties.

TEH’s effective tax rate for the quarter ended June 30, 2009, the Predecessor Period, and the six months ended June 30, 2009 was (2.0)%, (1.3)% and (2.8)%, respectively. The difference between the federal statutory rate of 35% and TEH’s tax rate for the Predecessor Period was primarily due to reorganization charges for which no tax benefit was recognized. The difference between the federal statutory rate of 35% and TEH’s tax rate for the quarter ended June 30, 2009 was primarily due to changes in the Company’s valuation allowance. The difference between the federal statutory rate of 35% and TEH’s tax rate for the six months ended June 30, 2009 was primarily due to changes in the Company’s valuation allowance and the impairment charge related to the beneficial interest in Trust.

CP Vicksburg and JMBS Casino were pass-through entities for federal and state income tax purposes. As pass-through entities, the tax attributes of CP Vicksburg and JMBS Casino would pass through to its members who owed any related income taxes. As a result, no provision for income taxes was recorded in the accompanying financial statements for CP Vicksburg and JMBS Casino.

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NOTE 21—SEGMENT INFORMATION

The Company views each property as an operating segment which we aggregate by region in order to present our four reportable segments: (i) East, (ii) Central, (iii) West, and (iv) South. The Company uses operating income to compare operating results among its segments and allocate resources. The following table highlights by segment our net revenues and operating income (loss), and reconciles operating income (loss) to loss from continuing operations before income taxes for the quarters ended June 30, 2010 and 2009 (in thousands, unaudited):

	Successor			Predecessors
				TEH			CP Vicksburg			JMBS Casino
	Three months ended June 30, 2010			Three months ended June 30, 2009
Net revenues:
East	$	77,630		$	—		$	—		$	—
Central	29,891			29,143			—			—
West	31,139			36,194			—			—
South	26,450			24,135			3,215			3,828
Corporate and other	—			—			—			—
Total net revenues	$	165,110		$	89,472		$	3,215		$	3,828
Operating income (loss):
East	$	4,815		$	—		$	—		$	—
Central	5,052			3,625			—			—
West	660			(382		)	—			—
South	1,550			3,432			(1,319		)	152
Corporate and other	(6,660		)	(6,007		)	—			—
Impairment of beneficial interest in Trust	—			(154,300		)	—			—
Total operating income (loss)	$	5,417		$	(153,632	)	$	(1,319	)	$	152
Reconciliation of operating income (loss) to loss from continuing operations before income taxes:
Operating income (loss)	$	5,417		$	(153,632	)	$	(1,319	)	$	152
Interest expense	(8,156		)	(3,873		)	—			—
Interest income	225			—			62			91
Loss related to guarantee of affiliate debt	—			—			(500		)	(500		)
Reorganization items, net	—			(8,454		)	(13		)	(7		)
Loss from continuing operations before income taxes	$	(2,514	)	$	(165,959	)	$	(1,770	)	$	(264	)

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The following table highlights by segment our net revenues and operating income (loss), and reconciles operating income (loss) to income (loss) from continuing operations before income taxes for the Successor Period, the Predecessor Period and the six months ended June 30, 2009 (in thousands, unaudited):

	Successor			Predecessors
	Period March 8, 2010			TEH			CP Vicksburg			JMBS Casino			TEH			CP Vicksburg			JMBS Casino
	through June 30, 2010			Period January 1, 2010 through March 7, 2010									Six Months Ended June 30, 2009
Net revenues:
East	$	97,296		$	—		$	—		$	—		$	—		$	—		$	—
Central	38,108			22,432			—			—			60,451			—			—
West	40,697			25,999			—			—			76,528			—			—
South	33,885			16,043			1,271			3,552			51,573			7,576			8,729
Corporate and other	39			45			—			—			3			—			—
Total net revenues	$	210,025		$	64,519		$	1,271		$	3,552		$	188,555		$	7,576		$	8,729
Operating income (loss):
East	$	4,598		$	—		$	—		$	—		$	—		$	—		$	—
Central	6,832			4,691			—			—			9,000			—			—
West	1,886			1,731			—			—			397			—			—
South	2,619			2,603			(874		)	933			9,477			(1,914		)	943
Corporate and other	(8,870		)	(4,604		)	—			—			(12,509		)	—			—
Impairment of beneficial interest in Trust	—			—			—			—			(154,300		)	—			—
Total operating income (loss)	$	7,065		$	4,421		$	(874	)	$	933		$	(147,935	)	$	(1,914	)	$	943
Reconciliation of operating income (loss) to income (loss) from continuing operations before income taxes:
Operating income (loss)	$	7,065		$	4,421		$	(874	)	$	933		$	(147,935	)	$	(1,914	)	$	943
Interest expense	(10,306		)	(2,005		)	—			(2		)	(7,342		)	(5		)	—
Interest income	271			11			40			103			—			121			167
Loss related to guarantee of affiliate debt	—			—			—			—			—			(8,010		)	(8,010		)
Reorganization items, net	—			2,093,098			2,286,748			2,266,609			(19,732		)	(23		)	(18		)
Income (loss) from continuing operations before income taxes	$	(2,970	)	$	2,095,525		$	2,285,914		$	2,267,643		$	(175,009	)	$	(9,831	)	$	(6,918	)

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	Successor		Predecessors
	June 30,		TEH		CP Vicksburg		JMBS Casino
	2010		December 31, 2009
Assets by segment:
East	$	356,461	$	—	$	—	$	—
Central	166,796		207,646		—		—
West	118,824		265,277		—		—
South	127,625		137,127		16,731		34,969
Corporate and other	133,894		208,162		—		—
Total assets	$	903,600	$	818,212	$	16,731	$	34,969

NOTE 21—SUBSEQUENT EVENTS

We have evaluated all activity of the Company through the date the condensed financial statements were issued, and concluded that no material subsequent events would require recognition in the condensed financial statements or disclosure in the notes to the condensed financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. Such statements contain words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “project,” “continue,” “pursue,” or the negative thereof or comparable terminology, and may include (without limitation) information regarding our expectations, hopes or intentions regarding the future, including, but not limited to, statements regarding our operating plans, our competition, financing, revenues, tax benefits, our beliefs regarding the sufficiency of our existing cash and credit sources, including our Exit Facility and cash flows from operating activities to meet our projected expenditures (including operating and maintenance capital expenditures) and costs associated with certain of our projects over the next twelve months, estimated asset and liability values, risk of counterparty nonperformance and our legal strategies and the potential effect of pending legal claims on our business and financial condition. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different manner or extent or at a different time than we have described. You should consider the areas of risk and uncertainty described above, as well as those discussed under “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009. Except as may be required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Background

We are a Delaware corporation that was formed on May 11, 2009 to acquire certain assets of Tropicana Entertainment Holdings, LLC (“TEH”), and certain of its subsidiaries pursuant to their plan of reorganization under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). We also acquired Columbia Properties Vicksburg, LLC (“CP Vicksburg”), JMBS Casino, LLC (“JMBS Casino”) and CP Laughlin Realty, LLC all of whom were part of the same plan of reorganization (the “Plan”) as TEH (collectively, the “Predecessors”). Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “the Company” refer to Tropicana Entertainment Inc. and its subsidiaries.

In addition, we acquired certain assets of Adamar of New Jersey, Inc. (“Adamar”), an unconsolidated subsidiary of TEH, including the Tropicana Casino and Resort, Atlantic City (“Tropicana AC”). The results of operations of Tropicana AC are not presented for the Predecessor Period (as defined below). The results of operations of Tropicana AC are included in the Successor Period (as defined below).

The reorganization of the Predecessors and the acquisition of Tropicana AC (together, the “Restructuring Transactions”) were consummated and became effective on March 8, 2010 (the “Effective Date”), at which time we acquired Adamar and several of the Predecessors’ gaming properties and related assets. Prior to March 8, 2010, we conducted no business, other than in connection with the reorganization of the Predecessors and the acquisition of Tropicana AC, and had no material assets or liabilities.

Upon the Effective Date and following the completion of the Restructuring Transactions, we adopted fresh-start reporting in accordance with accounting guidance on reorganizations. As a result, the value of the Predecessors’ assets, including intangible assets and liabilities have been adjusted to their estimated fair values on our condensed balance sheet. In accordance with accounting guidance for business combinations, the allocation is subject to additional adjustments within one year from the Effective Date as improved information on asset and liability valuations becomes available.

The historical financial results of the Predecessors and Adamar are not indicative of our current financial condition or our future results of operations following the Effective Date. Our future results of operations will be subject to significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control.

Presentation

References in this Quarterly Report on Form 10-Q to “Successor” refer to the Company on or after March 8, 2010, after giving effect to (i) the issuance of 12,098,053 shares of common stock ($0.01 par value per share, the “Common Stock”) and warrants to purchase an additional 3,750,000 shares of our Common Stock (the “Ordinary Warrants”) in accordance with the Plan, (ii) the entering into our credit facility in an aggregate principal amount of $150 million (the “Exit Facility”) in accordance with the Plan, which included the issuance to certain lenders of warrants to purchase an additional 1,312,500 shares of our Common Stock at $.01 per share (the “Penny Warrants”), (iii) the application of fresh-start reporting and (iv) the issuance of 12,901,947 shares of Common Stock related to the acquisition of Tropicana AC. References to “Predecessors” refer to the Predecessors prior to March 8, 2010.

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Due to the adoption of fresh-start reporting on March 8, 2010, the accompanying condensed statements of operations and cash flows for the six months ended June 30, 2010 are presented for two periods: January 1, 2010 through March 7, 2010 (the “Predecessor Period”) for each of the Predecessors, and March 8, 2010 through June 30, 2010 (the “Successor Period”) for the Company. The Predecessor Period reflects the historical accounting basis in the Predecessors’ assets and liabilities, while the Successor Period reflects the assets and liabilities at fair value by allocating the Company’s enterprise value to its assets and liabilities pursuant to accounting guidance related to business combinations.

Because we conducted no business prior to March 8, 2010, we have presented the results of the Predecessors for the three and six months ended June 30, 2009 for comparison purposes. We refer to the Predecessors’ prior year periods as “2009 Combined,” derived from the summation of the results of the three Predecessors for the applicable periods. We refer to our six months ended June 30, 2010 results as “2010 Combined,” derived from the summation of the results of TEI for the Successor Period and the three Predecessors for the Predecessor Period. The application of fresh-start reporting did not materially affect the Company’s continuing operations; however the 2010 Combined and 2009 Combined periods may yield results that are not fully comparable on a period-by-period basis, particularly with respect to depreciation and amortization and interest expense. The combined presentation does not comply with generally accepted accounting principles in the United States (“GAAP”) or with the rules of the Securities and Exchange Commission (the “SEC”) for pro forma presentation; however, it is presented because we believe it is the most meaningful comparison of our results between periods.

Overview

We currently own and operate a diversified, multi-jurisdictional collection of casino gaming properties. The nine casino properties we acquired through the Restructuring Transactions feature approximately 435,000 square feet of gaming space and 5,866 hotel rooms, serviced by approximately 7,300 full and part-time employees in the aggregate. The nine casino facilities we currently operate include three casinos in Nevada, three casinos in Mississippi and one casino in each of Indiana, Louisiana and New Jersey.

We view each property as an operating segment which we aggregate by region in order to present our four reportable segments: (i) East, (ii) Central, (iii) West, and (iv) South. Our operations after March 8, 2010, by region include the following:

·		East - Tropicana AC located in Atlantic City, New Jersey;

·		Central - Casino Aztar Evansville (“Casino Aztar”) located in Evansville, Indiana;

·		West - Tropicana Express Hotel and Casino (“Tropicana Express”) located in Laughlin, Nevada; River Palms Hotel and Casino (“River Palms”) located in Laughlin, Nevada; and MontBleu Casino Resort & Spa (“MontBleu”) located in South Lake Tahoe, Nevada; and

·		South - Belle of Baton Rouge located in Baton Rouge, Louisiana; Bayou Caddy’s Jubilee Casino (“Jubilee”) located in Greenville, Mississippi; Lighthouse Point Casino (“Lighthouse Point”) located in Greenville, Mississippi; and Horizon Vicksburg Casino (“Horizon Vicksburg”) located in Vicksburg, Mississippi.

Our financial results are highly dependent upon the number of customers that we attract to our facilities and the amounts those customers spend per visit. Additionally, our operating results may be affected by, among other things, overall economic conditions affecting the discretionary income of our customers, competitive factors, gaming tax increases and other regulatory changes, the opening of new gaming operations, the negative impact the Predecessors’ bankruptcy filings had on our facilities, our ability to reinvest in our properties, increased costs in connection with the rejection of certain pre-petition contracts, potential future exposure for liabilities of the Predecessors that we assumed, our limited operating history, and general public sentiment regarding travel. We may experience significant fluctuations in our quarterly operating results due to seasonality and other factors. Historically, our operating results are the strongest in the third quarter and the weakest in the fourth quarter. In addition, favorable weather and long-weekend holidays affect our operating results.

Revenues are one of our main performance indicators with more than 85% of net revenues generated from casino operations. Casino revenues represent the difference between wins and losses from gaming activities such as slot machines and table games. Most of our revenues are essentially cash-based, through customers wagering with cash or chips or paying for non-gaming services with cash or credit cards and therefore are not subject to any significant or complex estimation. As a result, fluctuations in net revenues have a direct impact on cash flows from operating activities. Other performance indicators include hotel occupancy, which is a volume indicator for hotels, and the average daily rate, which is a price indicator for the amount customers paid for hotel rooms.

The following significant factors and trends should be considered in analyzing our operating performance:

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·		Tropicana AC . We acquired Tropicana AC on March 8, 2010 and its operating results are included only from the Effective Date.

·		Fresh-Start Reporting . As noted above, we adopted fresh-start reporting on March 8, 2010 and as a result our results of operations are not comparable to those of the Predecessors. In particular, the assets and liabilities of the Predecessors have been adjusted to fair value and certain assets and liabilities not previously recognized in the Predecessors’ financial statements have been recognized under fresh-start reporting. The most significant changes are in depreciation and amortization as we recorded our property and equipment at their estimated fair values upon the Effective Date. Depreciation and amortization expense for the Successor Period was $14.1 million.

·		General Economic Conditions. Weak economic conditions continue to adversely impact the gaming industry and the Company. We believe our guests have reduced their discretionary spending as a result of uncertainty and instability relating to employment and the credit, investment and housing markets.

·		Cost Efficiencies. As a result of economic conditions, the Predecessors focused on efficiency initiatives that they began implementing in early 2009. These cost saving initiatives included a reduction in the number of employees, reduced advertising and promotional expenses, and the suspension of the employer match to the 401(k) plan, among other initiatives.

·		Impairment Loss - Prior to the Effective Date and as a result of the actions taken on December 12, 2007 by the NJ Commission, TEH determined that Tropicana AC should not be consolidated subsequent to December 12, 2007. TEH thereafter accounted for its interest in Tropicana AC, held by the interim casino authorization trust (the “ICA Trust”), under the cost method. TEH’s cost basis was then adjusted to fair value in accordance with accounting guidance related to accounting for certain investments in debt and equity securities. Under the accounting guidance related to the meaning of other-than-temporary impairment and its application to certain investments, cost basis investments such as our beneficial interest in Trust were evaluated for impairment under a process that results in an impairment charge reducing the cost basis to fair value when other-than-temporary impairment exists. The estimated fair value of the beneficial interest in Trust declined to $200.0 million at June 30, 2009 which was based on the $200 million credit bid by the lenders under the Senior Credit Facility (the “Credit Facility”) comprised of a $1.53 billion senior secured term loan and a $90 million senior secured revolving credit facility entered into in January 2007, resulting in impairment charges at TEH of $154.3 million during the three and six months ended June 30, 2009.

·		Debt and Interest Expense. On December 29, 2009, we entered into the Exit Facility, which consists of (i) a $130 million senior secured term loan credit facility issued at a discount of 7% (the “Term Loan Facility”) and (ii) a $20 million senior secured revolving credit facility (the “Revolving Facility”). The Exit Facility matures on March 8, 2013. The Term Loan Facility requires principal payments of $1.3 million annually on March 8, 2011 and 2012. The Revolving Facility does not generally require principal payments prior to the Maturity Date. On the Effective Date, the proceeds of the Exit Facility were used to repay certain indebtedness, including the Predecessors $65 million post-petition, debtor-in-possession financing (the “DIP Credit Facility”), to pay Bankruptcy Court-approved administrative claims and expenses, to provide for working capital, to pay fees and expenses related to the Exit Facility and for other general corporate purposes. All amounts outstanding under the Exit Facility bear interest at a rate per annum of 15% so long as no default or event of default has occurred and is continuing, or at a rate per annum of 17% in the event that a default or event of default has occurred and is continuing. As a result of entering into the Exit Facility, our interest expense was $8.2 million and $10.3 million for the three months ended June 30, 2010 and the Successor Period, respectively. The Exit Facility is guaranteed by substantially all our existing and future subsidiaries.

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Three Months ended June 30, 2010 compared to Three Months Ended June 30, 2009

The following table sets forth certain information concerning our results of operations (dollars in thousands):

	Successor (a)			Predecessor (a)
	TEI			TEH			CP Vicksburg			JMBS Casino
	Three Months ended June 30, 2010			Three Months ended June 30, 2009
Net revenues:
East	$	77,630		$	—		$	—		$	—
Central	29,891			29,143			—			—
West	31,139			36,194			—			—
South	26,450			24,135			3,215			3,828
Corporate and other	—			—			—			—
Total net revenues	$	165,110		$	89,472		$	3,215		$	3,828

Operating income (loss):
East	$	4,815		$	—		$	—		$	—
Central	5,052			3,625			—			—
West	660			(382		)	—			—
South	1,550			3,432			(1,319		)	152
Corporate and other	(6,660		)	(6,007		)
Impairment of beneficial interest in Trust	—			(154,300		)	—			—
Total operating income (loss)	$	5,417		$	(153,632	)	$	(1,319	)	$	152

Operating income (loss) margin (b):
East	6.2		%	n/a			n/a			n/a
Central	16.9		%	12.4		%	n/a			n/a
West	2.1		%	(1.1		)%	n/a			n/a
South	5.9		%	14.2		%	(41.0		)%	4.0		%
Total operating income (loss) margin	3.3		%	(171.7		)%	(41.0		)%	4.0		%

(a)		The results for the Successor are not comparable to the Predecessors due to the completion of the Restructuring Transactions on March 8, 2010, particularly for results related to depreciation, amortization and interest expense.

(b)		Operating income margin is operating income as a percentage of net revenues.

The following table presents detail of our net revenues (in thousands):

	Successor (c)			Predecessor (c)
	TEI			TEH			CP Vicksburg			JMBS Casino
	Three Months ended June 30, 2010			Three Months ended June 30, 2009
Revenues:
Casino	$	147,322		$	76,322		$	2,901		$	3,721
Room	26,765			10,542			264			85
Food and beverage	22,471			14,181			262			88
Other	6,663			2,407			88			48
Gross revenues	203,221			103,452			3,515			3,942

Less promotional allowances	(38,111		)	(13,980		)	(300		)	(114		)
Net revenues	$	165,110		$	89,472		$	3,215		$	3,828

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(c)

The results for the Successor are not comparable to the Predecessors due to the completion of the Restructuring Transactions on March 8, 2010.

Net Revenues

In the East region, net revenues were $77.6 million for the three months ended June 30, 2010 attributable to the acquisition of Tropicana AC. The 2009 Combined three month period does not include the results of operation of Tropicana AC. The Atlantic City market experienced year over year declines in casino revenue of 7.1% in the three months ended June 30, 2010.

In the Central region, net revenues were $29.9 million for the three months ended June 30, 2010, an increase over the 2009 Combined three month period due to a 0.6 point increase in the slot hold percent as well as a 1.8 point increase in the occupancy rate at our property to 75.3%. New slot product and marketing initiatives at Casino Aztar have shown a positive result for the Central region.

In the West region, net revenues were $31.1 million for the three months ended June 30, 2010, a decrease of 14.0% compared to the 2009 Combined three month period. The decline was primarily driven by a 13.2% decrease in slot volumes for the West region. Net revenues in the West region continue to be negatively impacted by the deterioration of casino revenues in the Laughlin and South Lake Tahoe markets resulting from the continuing economic slowdown and reduced consumer discretionary spending. Based on the most recent market data available, the Laughlin market as a whole witnessed a second quarter of 2010 decline in casino revenue of 5.1% compared to the second quarter of 2009. The occupancy rate for the three months ended June 30, 2010 at our properties in the West region was 56.9%, a 12.3 point decline from the 2009 Combined three month period. The average daily room rate for the West region was $41 for the three months ended June 30, 2010, a 5.8% increase over the 2009 Combined three month period, which is attributable to MontBleu’s increase in room rates to offset the decline in occupancy.

In the South region, net revenues were $26.5 million for the three months ended June 30, 2010, a decrease of 15.2% compared to the 2009 Combined three month period. The decline was primarily driven by an 18.5% decrease in slot volumes. The decline in net revenues in the South region was attributable to the Belle of Baton Rouge and Horizon Vicksburg where decreases were the result of the continuing economic slowdown and reduced consumer discretionary spending. The Belle of Baton Rouge results were negatively impacted due to an overall market decline in casino revenue of 9.0% in the three months ended June 30, 2010. The decrease at Horizon Vicksburg was primarily attributable to lower visitation to our property. In addition, consistent with the cost efficiency efforts mentioned above, the buffet was closed and table game operations were eliminated at Horizon Vicksburg in the fourth quarter of 2009, which also negatively impacted revenues. The occupancy rate for the three months ended June 30, 2010 at our properties in the South region was 50.4%, a 1.1 point decline from the 2009 Combined three month period. The average daily room rate for the South region was $64 for the three months ended June 30, 2010, a 15.2% decline from the 2009 Combined three month period.

Operating Income

In the East region, the three months ended June 30, 2010 includes operating income of $4.8 million attributable to Tropicana AC. In the Central and West regions, operating income for the three months ended June 30, 2010 were $5.1 million and $0.7 million, respectively, which improved from the 2009 Combined three month period. These improvements were offset by declining results in the South region of $1.6 million. In addition, corporate expenses were $6.7 million for the three months ended June 30, 2010, a 10.9% increase from the 2009 Combined three month period due in part to $1.7 million in bankruptcy-related costs continuing to be paid. Depreciation expense at our properties decreased due to the valuation of our fixed assets under fresh-start reporting. Excluding depreciation and the impairment loss described below, the operating results decreased compared to the 2009 Combined three month period for both the West and South regions due to the continued weak economic conditions.

An impairment charge of $154.3 million was recognized during the 2009 Combined three month period to reduce the cost basis investment in the beneficial interest in Trust to its fair value. The estimated fair value of the beneficial interest in Trust declined to $200.0 million at June 30, 2009, which was based on the $200 million credit bid by the lenders under the Credit Facility.

Interest Expense

Interest expense for the three months ended June 30, 2010 was $8.2 million. The interest expense was related to our Exit Facility, which was funded on March 8, 2010 and bears interest at 15% per annum and was issued at a 7% discount. Cash paid for interest expense was $5.0 million for the three months ended June 30, 2010. Interest expense for TEH for the three months ended June 30, 2009 was $3.9 million, related to the Predecessors’ DIP Credit Facility.

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Income Taxes

The income tax benefit was $0.8 million for the three months ended June 30, 2010 and our effective income tax rate was 33.8%. The difference between the federal statutory rate of 35% and the effective tax rate for the three months ended June 30, 2010 was primarily related to state income taxes (net of federal benefit), non-deductible meals and entertainment and other permanent differences.

TEH’s effective income tax rate for the three months ended June 30, 2009 was (2.0)%. The difference between the federal statutory rate of 35% and TEH’s effective income tax rate for the three months ended June 30, 2009 was primarily due to changes in TEH’s valuation allowance and the impairment charge related to the beneficial interest in Trust.

Discontinued Operations

TEH disposed of Tropicana Hotel & Casino (“Tropicana LV”) located in Las Vegas, Nevada on July 1, 2009. In addition, TEH assigned the leases and all rights and certain obligations related to Horizon Casino Resort (“Tahoe Horizon”) located in Lake Tahoe, Nevada in two phases effective June 15, 2009 and October 16, 2009. Accordingly, the results of operations of Tropicana LV and Tahoe Horizon are presented as discontinued operations in the condensed statements of operations for the three and six months ended June 30, 2009. The cash flows of the discontinued operations are included with the cash flows of continuing operations in the accompanying condensed statements of cash flows.

In accordance with accounting guidance for the impairment or disposal of long-lived assets, when the Tropicana LV plan of reorganization was confirmed on May 5, 2009 and it was determined that Tropicana LV would no longer be owned or operated by TEH, the assets held for sale were reviewed for impairment. TEH recorded an impairment charge during the three and six months ended June 30, 2009 of approximately $427.0 million, which is included in discontinued operations related to the property and equipment at Tropicana LV as the assets held for sale exceeded their estimated fair value.

Net Loss

Net loss for the three months ended June 30, 2010 was $1.6 million, which was impacted by the continued weakened economy offset by the acquisition of Tropicana AC.

Net loss for the three months ended June 30, 2009 was $479.2 million for TEH, which included loss from discontinued operations of $308.9 million and net expenses of $8.5 million related to reorganization items. CP Vicksburg’s net loss for the three months ended June 30, 2009 was $1.8 million, including a $0.5 million loss related to the guarantee of affiliate debt. JMBS Casino’s net loss for the three months ended June 30, 2009 was $0.3 million, including a $0.5 million loss related to the guarantee of affiliate debt.

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Six Months ended June 30, 2010 compared to Six Months Ended June 30, 2009

The following table sets forth certain information concerning our results of operations (dollars in thousands):

	Successor (a)			Predecessor (a)									Predecessor (a)
	TEI			TEH			CP Vicksburg			JMBS Casino			TEH			CP Vicksburg			JMBS Casino
	Period from March 8, 2010 through June 30, 2010			Period from January 1, 2010 through March 7, 2010									Six Months ended June 30, 2009
Net revenues:
East	$	97,296		$	—		$	—		$	—		$	—		$	—		$	—
Central	38,108			22,432			—			—			60,451			—			—
West	40,697			25,999			—			—			76,528			—			—
South	33,885			16,043			1,271			3,552			51,573			7,576			8,729
Corporate and other	39			45			—			—			3			—			—
Total net revenues	$	210,025		$	64,519		$	1,271		$	3,552		$	188,555		$	7,576		$	8,729

Operating income (loss):
East	$	4,598		$	—		$	—		$	—		$	—		$	—		$	—
Central	6,832			4,691			—			—			9,000			—			—
West	1,886			1,731			—			—			397			—			—
South	2,619			2,603			(874		)	933			9,477			(1,914		)	943
Corporate and other	(8,870		)	(4,604		)	—			—			(12,509		)	—			—
Impairment of beneficial interest in Trust	—			—			—			—			(154,300		)	—			—
Total operating income (loss)	$	7,065		$	4,421		$	(874	)	$	933		$	(147,935	)	$	(1,914	)	$	943

Operating income (loss) margin (b):
East	4.7		%	n/a			n/a			n/a			n/a			n/a			n/a
Central	17.9		%	20.9		%	n/a			n/a			14.9		%	n/a			n/a
West	4.6		%	6.7		%	n/a			n/a			0.5		%	n/a			n/a
South	7.7		%	16.2		%	(68.8		)%	26.3		%	18.4		%	(25.3		)%	10.8		%
Total operating income (loss) margin	3.4		%	6.9		%	(68.8		)%	26.3		%	(78.5		)%	(25.3		)%	10.8		%

(a)		The results for the Successor are not comparable to the Predecessors due to the completion of the Restructuring Transactions on March 8, 2010, particularly for results related to depreciation, amortization and interest expense.

(b)		Operating income margin is operating income as a percentage of net revenues.

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The following table presents detail of our net revenues (in thousands):

	Successor (c)			Predecessor (c)									Predecessor (c)
	TEI			TEH			CP Vicksburg			JMBS Casino			TEH			CP Vicksburg			JMBS Casino
	Period from March 8, 2010 through June 30, 2010			Period from January 1, 2010 through March 7, 2010									Six Months ended June 30, 2009
Revenues:
Casino	$	187,459		$	55,416		$	1,189		$	3,498		$	162,360		$	6,811		$	9,046
Rooms	33,790			7,101			86			45			21,669			520			152
Food and beverage	28,713			9,306			75			78			30,656			654			199
Other	8,437			1,559			16			30			5,080			167			107
Gross revenues	258,399			73,382			1,366			3,651			219,765			8,152			9,504
Less promotional allowances	(48,374		)	(8,863		)	(95		)	(99		)	(31,210		)	(576		)	(775		)
Total net revenues	$	210,025		$	64,519		$	1,271		$	3,552		$	188,555		$	7,576		$	8,729

(c)

The results for the Successor are not comparable to the Predecessors due to the completion of the Restructuring Transactions on March 8, 2010.

Net Revenues

In the East region, net revenues were $97.3 million for the Successor Period, attributable to the acquisition of Tropicana AC. The 2009 Combined six month period does not include the results of operations of Tropicana AC. For the six months ended June 30, 2010, the Atlantic City market experienced year over year declines in casino revenue of 8.4%.

In the Central region, net revenues for the 2010 Combined six month period remained flat when compared to the 2009 Combined six month period.

In the West region, net revenues for the 2010 Combined six month period were 12.8% lower than the 2009 Combined six month period. This decrease is driven by a 19.2% decrease in slot volumes, a 12.0% decrease in table volumes and a 14.2 point decline in the occupancy rate for the 2010 Combined six month period compared to the 2009 Combined six month period. Net revenues in the West region continue to be negatively impacted by the deterioration of casino revenues in the Laughlin and South Lake Tahoe markets resulting from the continuing economic slowdown and reduced consumer discretionary spending. Based on the most recent market data available, the Laughlin market as a whole witnessed a decline in casino revenue of 4.6% for the six months ended June 30, 2010 when compared to the same period of 2009. For the six months ended June 30, 2010, the South Lake Tahoe market experienced a decline in casino revenue of 9.5% compared to the first six months of 2009.

In the South region, net revenues for the 2010 Combined six month period were 19.3% lower than the 2009 Combined six month period. This decrease is driven by a 22.1% decrease in slot volumes, a 25.7% decrease in table volumes and 6.2 point decline in the occupancy rate for the 2010 Combined six month period compared to the 2009 Combined six month period. The decline in net revenues in the South region was primarily attributable to decreases in net revenues at Belle of Baton Rouge and Horizon Vicksburg resulting from the continuing economic slowdown and reduced consumer discretionary spending. Belle of Baton Rouge results were negatively impacted due to an overall market decline in casino revenue of 13.3% in the first six months of 2010. The decrease at Horizon Vicksburg was primarily attributable to lower visitation to our property. In addition, consistent with the cost efficiency efforts mentioned above, the buffet was closed and table game operations were eliminated at Horizon Vicksburg in the fourth quarter of 2009, which also negatively impacted revenues.

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Operating Income

In the East region, the Successor Period includes operating income of $4.6 million attributable to Tropicana AC. In the Central and West regions, operating income for the 2010 Combined six month period improved compared to the 2009 Combined six month period, however these improvements were partially offset by decreases in the South region as well as increased corporate expenses. Depreciation expense for our properties decreased due to the valuation of our fixed assets under fresh-start reporting. For both the West and South regions, excluding depreciation, the operating results for the 2010 Combined six month period decreased compared to the 2009 Combined six month period due to continued weak economic conditions. In the Central region, Casino Aztar had lower rental expense and property taxes in the 2010 Combined six month period resulting in an improvement in operating income, excluding depreciation. Corporate expenses increased in the Successor Period due in part to $1.7 million in bankruptcy-related costs continuing to be paid.

An impairment charge of $154.3 million was recognized at TEH during the six months ended June 30, 2009 to reduce the cost basis investment in the beneficial interest in Trust to its fair value. The estimated fair value of the beneficial interest in Trust declined to $200.0 million at June 30, 2009, which was based on the $200 million credit bid by the lenders under the Credit Facility.

Interest Expense

Interest expense for the Successor Period was $10.3 million. The interest expense was related to our Exit Facility, which was funded on March 8, 2010 and bears interest at 15% per annum and was issued at a 7% discount. Cash paid for interest expense was $6.3 million for the Successor Period. TEH’s interest expense for the Predecessor Period was $2.0 million related to the Predecessors’ DIP Credit Facility and cash paid for interest was $2.0 million for the same period. For the six months ended June 30, 2009, TEH’s interest expense of $7.3 million was related to the Predecessors’ DIP Credit Facility.

Income Taxes

The income tax benefit was $1.0 million for the Successor Period and our effective income tax rate was 33.7%. The difference between the federal statutory rate of 35% and the effective tax rate for the Successor Period was primarily related to state income taxes (net of federal benefit), non-deductible meals and entertainment and other permanent differences. TEH’s income tax benefit was $26.7 million for the Predecessor Period and the effective income tax rate was (1.3)%. The difference between the federal statutory rate of 35% and the effective tax rate for Predecessor Period was primarily due to reorganization charges at TEH, for which no tax benefit was recognized. For the six months ended June 30, 2009, TEH’s effective income tax rate was (2.8)%. The difference between the federal statutory rate of 35% and TEH’s effective income tax rate for the six months ended June 30, 2009 was primarily due to changes in TEH’s valuation allowance and the impairment charge related to the beneficial interest in Trust.

Discontinued Operations

TEH disposed of Tropicana LV located in Las Vegas, Nevada on July 1, 2009. In addition, TEH assigned the leases and all rights and certain obligations related to Tahoe Horizon located in Lake Tahoe, Nevada in two phases effective June 15, 2009 and October 16, 2009. As a result, TEH no longer had any involvement with operating Tahoe Horizon subsequent to October 16, 2009. Accordingly, the results of operations of Tropicana LV and Tahoe Horizon are presented as discontinued operations in the condensed statements of operations for the three and six months ended June 30, 2009. The cash flows of the discontinued operations are included with the cash flows of continuing operations in the accompanying condensed statements of cash flows.

Net Income (Loss)

Net loss for the Successor Period was $2.0 million.

Net income for the Predecessor Period was $2.1 billion for TEH, which was impacted by a net gain of $2.1 billion related to reorganization items as a result of the discharge of debt and liabilities subject to compromise. Net loss for TEH for the six months ended June 30, 2009 was $498.7 million, which included loss from discontinued operations of $316.5 and net expenses of $19.7 million related to reorganization items.

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Net income for the Predecessor Period was $2.3 billion for CP Vicksburg, which was impacted by a net gain of $2.3 billion related to reorganization items as a result of the discharge of debt and liabilities subject to compromise. Net loss for CP Vicksburg for the six months ended June 30, 2009 was $9.8 million, including an $8.0 million loss related to the guarantee of affiliate debt.

Net income for the Predecessor Period was $2.3 billion for JMBS Casino, which was impacted by a net gain of $2.3 billion related to reorganization items as a result of the discharge of debt and liabilities subject to compromise. Net loss for JMBS Casino for the six months ended June 30, 2009 was $6.9 million, including an $8.0 million loss related to the guarantee of affiliate debt.

Liquidity and Capital Resources

Our cash flows are and will continue to be affected by a variety of factors, many of which are outside of our control, including regulatory issues, competition, financial markets and other general business conditions. On the Effective Date, we repaid the Predecessors’ DIP Credit Facility with the Exit Facility as discussed below. We believe that we will have sufficient liquidity through anticipated borrowing availability, available cash, trade credit and cash flow from our properties to fund our cash requirements and capital expenditures for at least twelve months. We will endeavor to fund capital expenditures for maintenance of our properties through future improvements in operating results and increased borrowing availability for at least twelve months. However, we cannot provide assurance that we will generate sufficient income and liquidity to meet all of our liquidity requirements and other obligations as our results for future periods are subject to numerous uncertainties which may result in liquidity problems, which could affect our ability to meet our obligations while attempting to meet competitive pressures or adverse economic conditions.

The following table summarizes our cash flows (in thousands):

	Successor (a)			Predecessor (a)								Predecessor (a)
	TEI			TEH			CP Vicksburg		JMBS Casino			TEH			CP Vicksburg			JMBS Casino
	Period from March 8, 2010 through June 30, 2010			Period from January 1, 2010 through March 7, 2010								Six Months ended June 30, 2009
Cash Flow Information:
Net cash provided by (used in) operating activities	$	5,899		$	1,923		$	6	$	1,000		$	(37,130	)	$	(890	)	$	802
Net cash (used in) provided by investing activities	(4,119		)	(1,057		)	3		(11		)	(6,220		)	(333		)	(210		)
Net cash (used in) provided by financing activities	(2,903		)	38,014			—		—			1,687			—			—
Net (decrease) increase in cash and cash equivalents	$	(1,123	)	$	38,880		$	9	$	989		$	(41,663	)	$	(1,223	)	$	592

(a) The results for the Successor are not comparable to the Predecessors due to the completion of the Restructuring Transactions on March 8, 2010, particularly related to depreciation, amortization and interest expense.

For the Successor Period net cash provided by (used in) operating activities include the results of Tropicana AC. Cash paid for interest expenses was $6.3 million and $2.0 million for the Successor Period and Predecessor Period, respectively. In the six months ended June 30, 2009, TEH’s cash paid for interest was $18.0 million. Interest expense in the Predecessor Period and 2009 Combined period is related to the DIP Credit Facility which had an interest rate of 13.3% on an outstanding balance of $65.2 million, which was repaid in full on March 8, 2010. In addition, TEH paid approximately $25.0 million in reorganization items as a result of the Chapter 11 Cases during the six months ended June 30, 2009.

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Net cash used in investing activities consists primarily of capital expenditures. Capital expenditures relate to expenditures necessary to keep our existing properties at their current levels and are typically replacement items due to the normal wear and tear of our properties and equipment as a result of use and age. Capital expenditures in the 2010 Combined period were lower than the prior year period due to lower operating results across our properties.

Net cash used in financing activities in the Successor period consists primarily of a payment made into an escrow account with the City of Evansville for city development projects in accordance with Casino Aztar’s lease terms. Other items include amounts related to the repayment of debt and proceeds from the exercise of the Penny Warrants. In TEH’s Predecessor Period, net cash provided by financing activities consisted of $120.9 million of net proceeds from the Exit Facility which was used to repay certain indebtedness, including $65.2 million related to the DIP Credit Facility, to pay Bankruptcy Court-approved administrative claims and expenses, to provide for working capital, to pay $1.5 million for fees and expenses related to the Exit Facility and for other general corporate purposes.

Exit Facility

On December 29, 2009, we entered into agreements for the Exit Facility, which consists of (i) the $130 million Term Loan Facility and (ii) the $20 million Revolving Facility. The Exit Facility was funded on the Effective Date and matures on March 8, 2013. The Term Loan requires mandatory principal amortization of $1.3 million annually on March 8, 2011 and 2012. The Revolving Facility requires no mandatory principal payments. Additionally, the Company issued 1,312,500 Penny Warrants to purchase its Common Stock at a strike price of $0.01 to participating lenders of the Exit Facility. On the Effective Date, the proceeds of the Exit Facility were used to repay certain indebtedness, including the Predecessors DIP Credit Facility, to pay Bankruptcy Court-approved administrative claims and expenses, to provide for working capital, to pay fees and expenses related to the Exit Facility and for other general corporate purposes. All amounts outstanding under the Exit Facility will bear interest at a rate per annum of 15% so long as no default or event of default has occurred and is continuing, or at a rate per annum of 17% in the event that a default or event of default has occurred and is continuing. In addition, the Company is required to pay an annual administrative fee of $100,000 and an unused line fee equal to 0.75% of the daily average undrawn portion of the Revolving Facility. The Exit Facility is guaranteed by substantially all the existing and future subsidiaries of the Company.

The Exit Facility contains mandatory prepayment provisions from proceeds received by the Company and its subsidiaries as a result of asset sales and the incurrence of indebtedness (subject in each case to certain exceptions). Key covenants binding the Company and its subsidiaries include (i) $50 million limitation per annum on capital expenditures, (ii) compliance with a fixed charge coverage ratio of not less than 2.00 to 1.00, and (iii) compliance with a total leverage ratio not to exceed 4.25 to 1.00. Financial covenants are tested at the end of each fiscal quarter on a last twelve months basis. Key defaults (termination provisions) include (i) failure to repay principal, interest, fees and other amounts owing under the facility, (ii) cross default to other material indebtedness, (iii) the rendering of a material judgment against the Company or any subsidiary, (iv) failure of security documents to create valid liens on property securing the facility and to perfect such liens, (v) revocation of casino, gambling or gaming licenses, and (vi) the bankruptcy or insolvency of the Company or any of its subsidiaries. Many defaults are also subject to cure periods prior to such default giving rise to the right of the lenders to accelerate the loans and to exercise remedies. The Company was in compliance with these covenant requirements at June 30, 2010.

Our interest expense for the second quarter of 2010 and the Successor Period was $8.2 million and $10.3 million, respectively. As a result of entering into the Exit Facility, we expect a significant increase in interest expense in 2010 compared to 2009.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303 (a)(4)(ii) of SEC Regulation S-K.

Critical Accounting Policies

Management’s discussion and analysis of our results of operations and liquidity and capital resources is based on our condensed financial statements. We prepare our condensed financial statements in conformity with accounting principles generally accepted in the United States. Certain of our accounting policies require that we apply significant judgment in determining the estimates and assumptions for calculating estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based in part on our historical experience, terms of existing contracts, observance of trends in the gaming industry and information obtained from independent valuation experts or other outside sources. We cannot assure you that our actual results will conform to our estimates. We regularly evaluate these estimates and assumptions, particularly in areas we consider to be critical accounting estimates, where changes in estimates and assumptions could have a material impact on our results of operations, financial position and, generally to a lesser extent cash flows.

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We believe the following items are the critical accounting policies and more significant estimates and assumptions used in the preparation of our condensed financial statements. These accounting policies conform to the accounting policies contained in our financial statements contained elsewhere in this Quarterly Report on Form 10-Q.

Business Combinations

Fresh-Start Reporting

Receivables

Receivables consist primarily of casino, hotel and other receivables, net of an allowance for doubtful accounts. Receivables are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their expected realization, which approximates fair value. The allowance was estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions. Recoveries of accounts previously written off are recorded when received.

CRDA Investment

Property and Equipment

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Our depreciation expense is highly dependent on the assumptions we make about our assets’ estimated useful lives. We determine the estimated useful lives based on our experience with similar assets, engineering studies and our estimate of the usage of the asset. Whenever events or circumstances occur that change the estimated useful life of an asset, we account for the change prospectively.

Long-Lived Assets

Goodwill and Intangible Assets

Self-Insurance Reserves

We are self-insured up to certain stop loss amounts for employee health coverage, workers’ compensation and general liability cost. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported as provided by a third party. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe our estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. The Company continually monitors changes in claim type and incident and evaluates the insurance accrual, making necessary adjustments based on the evaluation of these qualitative data points.

Customer Loyalty Program

The Company provides certain customer loyalty programs (the “Programs”) at its casinos, which allow customers to redeem points earned from their gaming activity for cash, food, beverage, rooms or merchandise. 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. The Company records a liability for the estimated cost of the outstanding points under the Programs that it believes will ultimately be redeemed. The estimated cost of the outstanding points under the Programs is calculated 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 expected to be redeemed. For points that may be redeemed for cash, the Company accrues this cost (after consideration of estimated redemption rates) as they are earned, which is included in promotional allowances. For points that may only be redeemed for goods or services but cannot be

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redeemed for cash, the Company estimates the cost and accrues for this expense as the points are earned from gaming play, which is recorded as casino operating costs and expense.

Income Taxes

We account for income taxes under accounting guidance for income taxes, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the accounting guidance, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Future tax benefits are recognized to the extent that realization of those benefits is considered more likely than not and a valuation allowance is established for deferred tax assets which do not meet this threshold.

Recently Issued Accounting Standards

As previously noted, we are required to report certain historical results of the Predecessors in this report. The results of TEH, CP Vicksburg and JMBS Casino, are not indicative of our current financial condition or our future results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. As primarily all our debt is associated with our Exit Facility, which is at a fixed-rate interest rate, we currently have no exposure to interest rate risk. However, as our fixed-rate debt matures, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Senior Vice President, Finance and Treasurer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of June 30, 2010. This conclusion is based on an evaluation conducted under the supervision and participation of the principal executive officer and principal financial officer along with the Company’s management. Disclosure controls and

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procedures are those controls and procedures which ensure that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with SEC rules and regulations. The evaluation conducted did not include an evaluation of our Predecessors.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2010, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The following information supplements and amends the discussion set forth under Part I, “Item 3-Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2009, as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

Tropicana Trademark Litigation

As previously reported, certain parties (the “Plaintiffs”) affiliated with the new owners of Tropicana Hotel & Casino (“Tropicana LV”) filed a declaratory judgment action in the District Court, Clark County, Nevada, on July 20, 2009, against Aztar Corporation (“Aztar”) and Tropicana Entertainment, LLC (“TE”) originally seeking only a declaratory judgment that Tropicana LV had the right to operate a hotel and casino under the name “Tropicana” without any interference by or payment to Aztar or TE (together, the “Defendants”). The Plaintiffs’ complaint sought no damages or injunctive relief. On August 10, 2009, Defendants removed the action to the District of Nevada and filed an answer and counterclaim asserting Plaintiffs’ use of “Tropicana” infringes upon Defendants’ rights in three federally registered trademarks. The Plaintiffs filed a motion to remand the action to Nevada state court, which was granted on January 21, 2010. The parties are currently engaged in discovery.

Wimar and CSC Administrative Expense Claims

ITEM 1A. RISK FACTORS.

“Item 1A.—Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2009 includes a discussion of our risk factors. There have been no material changes to those risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2009. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We did not sell any securities during the period covered in this report that were not registered under the Securities Act of 1933.

We did not repurchase any shares issued during the period covered in this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. RESERVED

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits

Exhibit Number		Exhibit Description
2.1		First Amended Joint Plan of Reorganization of Tropicana Entertainment, LLC and Certain of its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code. (Incorporated by reference to the Company’s Amendment No. 1 to Form 10 dated December 21, 2009)

2.2		Amended and Restated Purchase Agreement, dated as of November 20, 2009, among Adamar of New Jersey, Inc., Manchester Mall, Inc., the Honorable Gary S. Stein, Tropicana Entertainment, LLC, Ramada New Jersey Holdings Corporation, Atlantic-Deauville, Inc., Adamar Garage Corporation, Ramada New Jersey, Inc., Credit Suisse, Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp (Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K; the Registrant will furnish supplementally a copy of the omitted schedules to the Commission upon request.). (Incorporated by reference to the Company’s Amendment No. 1 to Form 10 dated December 21, 2009)

3.1		Amended and Restated Certificate of Incorporation of Tropicana Entertainment Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K dated March 11, 2010)

3.2		Amended and Restated Bylaws of Tropicana Entertainment Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K dated March 11, 2010)

4.1		Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Registrant. (Incorporated by reference to the Company’s Post-Effective Amendment No. 1 to Form 10 dated January 25, 2010)

4.2		Form of Stock Purchase Warrant issued to general unsecured creditors of the Predecessors. (Incorporated by reference to the Company’s Amendment No. 1 to Form 10 dated December 21, 2009)

4.3		Form of Stock Purchase Warrant issued to lenders under the Exit Facility. (Incorporated by reference to the Company’s Current Report on Form 8-K dated March 11, 2010)

10.1		MontBleu Lease Amendment No. 3 by and between the Edgewood Companies and Columbia Properties Tahoe, LLC, made effective May 10, 2010

10.2		Lease agreement dated June 25, 2010 by and between JMBS Casino, LLC and the City of Greenville, Mississippi

31.1		Certification by Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification by Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Tropicana Entertainment Inc.


Date: August 20, 2010	By:	/s/ SCOTT C. BUTERA
	Name: Scott C. Butera Title: Chief Executive Officer and President

Date: August 20, 2010	By:	/s/ LANCE J. MILLAGE
	Name: Lance J. Millage Title: Senior Vice President, Finance and Treasurer

Exhibit 10.1

MONTBLEU LEASE AMENDMENT NO. 3

THIS MONTBLEU LEASE AMENDMENT NO. 3 is made effective this 10 th day of May, 2010 (the “Effective Date” ), by and between the Edgewood Companies, a Nevada corporation formerly known as Park Cattle Co., ( “Park” ), as Landlord, and Columbia Properties Tahoe, LLC, a Nevada limited liability company ( “CPT” ). Park, as Landlord, and CPT, as Tenant, are sometimes referred to individually as a “Party” and collectively as the “Parties.” Terms not otherwise defined herein shall have the meanings ascribed to them in the Original Lease (defined below).

WITNESSETH

WHEREAS, Park, as Landlord, and Desert Palace, Inc., as Tenant entered into that certain Amended and Restated Net Lease Agreement dated January 1, 2000 (the “Original Lease” ), involving the Douglas County, Nevada real property described in the Original Lease.

WHEREAS, Desert Palace, Inc. assigned all of its right, title, benefits, privileges, estate and interest in, to and under the Original Lease to CPT pursuant to an Assignment and Assumption of Lease dated June 10, 2005.

WHEREAS, Park and CPT entered into that certain MontBleu Lease Amendment effective April 2, 2008 (such amendment, before giving effect to this Amended and Restated amendment, the “Original Amendment” ).

WHEREAS, Park and CPT entered into that certain MontBleu Lease Amendment No. 2 (the “Amended and Restated Amendment” ) effective June 12, 2009.

WHEREAS, Park and CPT have agreed to make certain modifications to the Amended and Restated Amendment.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, effective on the Effective Date, the Parties hereto agree to amend the Amended and Restated Amendment as follows:

I. The Parties agree that the terms and conditions set forth in the Original Lease, as amended by the Amended and Restated Amendment and this MontBleu Lease Amendment No. 3 (collectively, the “Lease” ) are all of the terms and conditions for the lease of the Premises by Landlord to Tenant.

II. Section 2.10 of the Amended and Restated Amendment is hereby amended and restated in its entirety to read as follows:

Section 2.10 Effective for the lease year 2009 and for every lease year thereafter, for purposes of this Lease, the term “Gross Revenues”

means all amounts received whether by cash or credit, from the operation of all of the facilities and businesses on the Premises and the Enterprise now known as MontBleu and as currently reflected on the “CP Tahoe, LP - MontBleu Income Statement” (the “Income Statement” ) under the heading “Total Gross Revenue.” The line items listed and amounts included in Total Gross Revenue on the Income Statement constitute all revenues generated in 2009 from the operation of all of the facilities and businesses on the Premises of MontBleu. The amounts include, but are not limited to, revenues generated from the operation of hotel rooms, bars, restaurants, concessions, gaming, and other revenues and shall be measured by Lease Year. Any future revenue sources or new revenues generated from the operation of the facilities and the businesses on the Premises shall in future lease years be consistently reflected on the Income Statement as a line item and included in Total Gross Revenue. A true, complete and accurate copy of the Income Statement for the 2009 lease year, reflecting Total Gross Revenue in the amount of $48,194,664, is attached hereto as Exhibit A.

(a) Total Gross Revenue as reported on the Income Statement includes exclusions for “Contra Slot Revenues.” Contra Slot Revenues are allowed exclusions from Gross Revenue and consist of (i) “Contra—Participation,” which consists of amounts paid by MontBleu to (x) operators of statewide slot machine progressive systems, and that represent MontBleu’s portion of the progressive award, and (y) manufacturers or distributors of slot machines with which MontBleu has entered into revenue sharing agreements and only in cases where MontBleu is not able to purchase the slot machines outright on commercially reasonable terms; (ii) “Contra—Progressive,” which represents the jackpot amounts that MontBleu must reserve on its balance sheet for future, potential slot machine progressive jackpot payouts; and (iii) “Contra—Free Play,” which represents promotional, electronic credits that are given to customers. The amounts for these three Contra Slot Revenues for the 2009 Lease Year are $1,493,874, $16,287, and $2,524,456, respectively, as shown on Exhibit A.

(b) Gross Revenues shall also expressly exclude: (i) proceeds from the sale, exchange or voluntary or involuntary disposition of Owner’s property which had not been held for sale, (ii) such amounts as may be received and held by Owner as security or in other special deposits, (iii) applicable excise, sales, occupancy and use taxes, or similar government taxes, duties, levies or charges collected directly from patrons or guests, or as a part of the sales price of any goods, services, or displays, including gross receipts, admission, cabaret, or similar or

equivalent taxes; (iv) receipts from awards or sales in connection with any condemnation, from other transfers in lieu of and under the threat of any condemnation; (v) proceeds of any insurance, including the proceeds of any business interruption and/or contingent business interruption insurance; (vi) discounts (including rebates, credits or charge or credit card commissions); (vii) gratuities and service charges collected for payment to employees; (viii) any credits or refunds made to customers, guests or patrons; (ix) interest income, and (x) any reserve for and/or uncollectible debts as determined in accordance with generally accepted accounting principles consistently applied.

For illustration purposes, attached hereto as Exhibit B is the format of the statement required under Section 2.6 of Gross Revenues for the lease year 2009, together with an accounting of the percentage rent to which the Landlord is entitled to for the lease year 2009.

Ill. Except as expressly modified herein, the Original Lease and Amended and Restated Amendment shall remain in full force and effect and the Parties shall be bound by all of the terms and conditions thereof and hereof.

IV. This MontBleu Lease Amendment No. 3 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 MontBleu Lease Amendment No. 3. Each Party may rely on facsimile and PDF signature pages as if such facsimile and PDF pages were originals.

Landlord and Tenant have duly executed this MontBleu Lease Amendment No. 3 as of the Effective Date.

LANDLORD:		TENANT:

Edgewood Companies, a Nevada corporation		Columbia Properties Tahoe, LLC, a
		Nevada limited liability company


By:	/s/ Steve Johnson	By	/s/ Lance J Millage
Name:	Steve Johnson	Name:	Lance J Millage
Its:	Chairman	Its:	SVP Finance and Treasurer

EXHIBIT A

COPY OF MONTBLEU COMPANY LEVEL INTERNALLY
PREPARED PROFIT AND LOSS STATEMENT FOR THE
2009 LEASE YEAR

See attached

	085 CP Tahoe, LP - Montbleu	Unaudited
	Income Statement
	As of Thursday, December 31, 2009

Month-To-Date													Year-To-Date
December-2009		% of Rev		December-2008		% of Rev		2009/2008 Variance		Var %			December-2009		% of Rev		December-2008		% of Rev		2009/2008 Variance		Var %

												Gross Operating Revenue
599,363		18.8		595,961		13.7		103,401		17.4		Win-$.01	10,772,222		22.4		9,179,911		16.2		1,592,311		17.3
162,204		4.4		234,244		5.4		(72,040	)	(30.8	)	Win-$.05	3,008,918		6.2		3,498,804		6.2		(489,886	)	(14.0	)
196,097		5.3		209,271		4.8		(13,174	)	(6.3	)	Win-$.25	2,723,395		5.7		3,190,902		5.6		(467,507	)	(14.7	)
—		—		12,251		0.3		(12,251	)	(100.0	)	Win-$.50	20,292		0.0		206,627		0.4		(186,335	)	(90.2	)
169,126		4.5		233,440		5.4		(64,313	)	(27.6	)	Win-$1	2,067,237		4.3		1,949,507		3.4		117,730		6.0
62,894		1.7		67,799		1.6		(4,905	)	(7.2	)	Win-$5	563,073		1.2		660,884		1.2		(97,811	)	14.8
325		0.0		5,025		0.1		(5,700	)	(94.6	)	Win-$25	(1,428	)	0.0		283,572		0.5		(285,000	)	(100.5	)
—		—		2,900		0.1		(2,900	)	(100.0	)	Win-$100	36,000		0.1		17,100		0.0		18,900		110.5
116,271		3.1		179,459		4.1		(63,18?	)	(35.2	)	Free Play Revenue	2,524,456		5.2		3,351,265		5.9		(826,809	)	(24.7	)
—		—		—		—		—		—		Slot Revenue-Other	—		—		62,250		0.1		(62,150	)	(100.0	)
1,406,280		37.8		1,541,350		35.5		(135,070	)	(8.8	)	Gross Slot Revenue	21,714,165		45.1		22,400,822		39.4		[ILLEGIBLE]		(3.1	)

(96,415	)	(2.6	)	(105,592	)	(2.4	)	9,177		8.7		Contra-Participation	(1,493,874	)	(3.1	)	(1,579,736	)	(2.8	)	85,862		5.4
(228	)	0.0		1,356		0.0		(1,585	)	(116.8	)	Contra-Progressive	(16,287	)	0.0		(18,600	)	0.0		2,312		12.4
(116,271	)	(3.1	)	(179,459	)	(4.1	)	63,188		35.2		Contra-Free Play	(2,524,455	)	(5.2	)	(3,351,265	)	(5.9	)	826,809		24.7
(212,914	)	(5.7	)	(283,695	)	(6.5	)	70,750		24.9		Contra Slot Revenue	(4,0?4,617	)	(8.4	)	(4,9?9,601	)	(8.7	)	914,983		18.5

1,193,366		32.1		1,257,656		29.0		(64,290	)	(5.1	)	Slot Revenue	17,679,548		36.7		[ILLEGIBLE]		30.7		228,326		1.?

231,824		6.2		229,928		5.3		1,896		0.8		Win-Blackjack	3,040,076		6.3		3,809,907		6.7		(769,831	)	(20.2	)
50,557		1.4		50,325		1.2		232		0.5		Win-Craps	1,187,364		2.5		1,525,78?		2.7		(338,424	)	(22.2	)
55,232		1.5		51,633		1.2		3,599		7.0		Win-Roulette	861,332		1.8		957,210		1.7		(95,878	)	(10.0	)
8,376		0.2		5,964		0.1		2,412		40.4		Win-Let it Ride	96,025		0.2		153,559		0.3		(57,534	)	(37.5	)
—		—		6,383		0.1		(6,383	)	(100.0	)	win-Mini Baccarat	22,347		0.0		194,412		0.3		(172,066	)	(88.5	)
28,424		0.8		31,671		0.7		(3,247	)	(10.3	)	Win-3 Card Poker	351,573		0.7		425,532		0.7		(73,959	)	(17.4	)
20,355		0.5		19,249		0.4		1,106		5.7		Win-Paigow Poker	202,183		0.4		234,865		0.4		(32,682	)	(13.9	)
16,906		0.5		12,213		0.3		4,693		38.4		Win-Other Table Games	149,588		0.3		210,010		0.4		(60,422	)	(28.8	)
5,125		0.1		2,490		0.1		2,635		105.8		Contra-Promotional	60,600		0.1		5,310		0.0		55,290		1,041.2
—		—		—		—		—		—		Table Revenue-Other	2,950		0.0		—		—		2,950		—
416,799		11.2		409,?56		9.4		6,943		1.7		Table Games Revenue	5,974,038		12.4		7,516,593		13.2		(1,542,555	)	(20.5	)

17,964		0.5		23,272		0.5		(5,308	)	(22.8	)	Win-Poker	246,228		0.5		356,098		0.6		(109,870	)	(30.9	)
4,802		0.1		2,482		0.1		2,320		93.5		Win-Tournament	88,641		0.2		109,169		0.2		(20,528	)	(18.8	)
—		—		—		—		—		—		Poker Revenue-Other	1,392		0.0		—		—		1,392		—
22,766		0.6		25,754		0.6		[ILLEGIBLE]		(11.6	)	Poker Revenue	336,261		0.7		465,267		0.8		(129,005	)	(27.7	)
1,632,931		43.9	%	1,693,266		39.0	%	(60,3?3	)	(3.6	)%	Gaming Revenue	23,989,846		49.8	%	25,433,0?0		44.8	%	(1,443,234	)	(5.7	)%

746,784		20.1		958,360		22.1		(211,576	)	(22.1	)	Room Revenue-Cash	8,141,106		16.9		11,564,187		20.4		(3,423,081	)	(29.6	)
120,523		3.2		116,083		2.7		4,540		3.9		Hotel Revenue-Comp	2,074,213		4.3		2,011,549		3.5		62,664		3.1
40,251		1.1		79,166		1.8		(38,914	)	(49.2	)	Other Hotel Revenue	641,960		1.3		1,138,070		2.0		(496,110	)	(43.6	)
907,658		24.4	%	1,153,609		26.6	%	(245,951	)	(21.?	)%	Hotel Revenue	10,857,279		22.5	%	14,713,806		25.9	%	(3,856,527	)	(26.2	)%

		085 CP Tahoe, LP - Montbleu		Unaudited
		Income Statement
		As of Thursday, December 31, 2009

Month-To-Date											Year-To-Date
December-2009	% of Rev		December-2008	% of Rev		2009/2008 Variance		Var %			December-2009		% of Rev		December-2008	% of Rev		2009/2008 Variance		Var %
364,314	9.8		46 4 ,693	10.7		(100,379	)	(21.6	)	Food Rev-Cash	4,357,992		9.0		5,990,008	10.5		(1,632,016	)	(27.2	)
—	—		—	—		—		—		Food Rev-Allowance	(150	)	0.0		—	—		(150	)	—
104,776	2.8		107,563	2.5		(2,787	)	(2.6	)	Food Rev-Comp	1,461,705		3.0		1,610,044	2.8		(148,339	)	(9.2	)
469,090	12.6		572,256	13.2		(103,166	)	(18.0	)	Food Revenue	5,?19,547		12.1		7,600,052	13.4		(1,780,505	)	(23.4	)

319,123	8.6		372,605	8.6		(53,482	)	(14.4	)	Beverage Rev-Cash	3,292,747		6.8		3,606,066	6.4		(313.319	)	(8.7	)
93,554	2.5		150,403	3.5		(56,849	)	(37.8	)	Beverage Rev-Comp	1,503,537		3.?		1,782,565	3.1		(279,028	)	(15.7	)
412,677	11.1		523,00?	12.1		(110,331	)	(21.1	)	Beverage Revenue	4,796,284		10.0		5,388,631	9.5		(592,347	)	(11.0	)

1,500	0.0		2,700	0.1		(1,200	)	(44.4	)	Public Room Rental	71,851		0.1		128,499	0.2		(56,649	)	(44.1	)
2,306	0.1		3,409	0.1		(1,103	)	(32.3	)	Service Charges	24,601		0.1		46,876	0.1		(22,275	)	(47.5	)
155,685	4.2		126,205	2.9		29,480		23.4		Admission	570,231		1.2		390,200	0.7		180,031		46.1
11,865	0.3		37,758	0.9		(25,893	)	(68.6	)	F&B Rev-Other	137,?56		0.3		[ILLEGIBLE]	0.6		(204,439	)	(59.8	)
171,356	4.6		170,072	3.9		1,284		0.?		Other F&B Revenue	503,939		1.7		907,270	1.6		(103,331	)	(11.4	)

1,053,123	28.3	%	[ILLEGIBLE]	29.2	%	(21?,213	)	(16.?	)%	Food and Beverage Revenue	11,419,770		23.7	%	13,895,953	24.5	%	(2,476,183	)	(17.8	)%

38,407	1.0		62,136	1.4		(23,729	)	(38.2	)	Retail Rev-Cash	592,111		1.2		728,232	1.3		(136,122	)	(18.7	)
24,103	0.6		27,920	0.6		(3,817	)	(13.7	)	Retail Revenue-Comp	363,054		0.8		293,596	0.5		69,458		23.7
5,000	[ILLEGIBLE]		5,769	0.1		(769	)	(13.3	)	Retail Rev-Rental	[ILLEGIBLE]		0.1		72,243	0.1		(3,575	)	(4.9	)
67,510	1.8	%	95,824	2.2	%	(28,315	)	(29.5	)%	Retail Revenue	1,023,832		2.1	%	1,094,071	1.9	%	(70,238	)	(6.4	)%
10,532	0.3		81,521	1.9		(70,9?	)	(87.1	)	Entertainment Revenue-Cash	153,290		0.3		870,155	1.5		(716,8?6	)	(82.4	)
—	—		4,248	0.1		(4,24?	)	(100.0	)	Entertainment Rev- Camp	35,555		0.1		12,822	0.0		22,733		177.3
10,532	0.3	%	85,76?	2.0	%	(75,236	)	(87.7	)%	Entertainment Revenue	188,845		0.4	%	882,977	1.6	%	(694,133	)	(78.6	)%

7,218	0.2		—	—		7,218		—		Wedding Chapel Rev	27,298		0.1		—	—		27,298		—
7,218	0.2		—	—		7,218		—		Other Operating Rev-Cash	27,298		0.1		—	—		27,298		—

7,741	0.2		8,429	0.2		(6?8	)	(8.2	)	Vending	109,725		0.2		119,999	0.2		(10,274	)	[ILLEGIBLE]
18,422	0.5		17,449	0.4		973		5.6		Commission	311,118		0.6		354,007	0.6		(42,889	)	(12.1	)
—	—		—	—		—		—		Cash Discounts	379		0.0		—	—		379		—
11,683	0.3		18,833	0.4		(7,150	)	(38.0	)	Rental	256,283		0.5		214,806	0.4		41,478	)	19.3
76	0.0		94	0.0		(18	)	(18.9	)	Currency Exchange	1,858		0.0		2,76?	0.0		(907	)	(32.8	)
1,985	0.1		515	0.0		1,470		285.6		Other	8,430		0.0		74,141	0.1		(65,712	)	[ILLEGIBLE]
39,907	1.1		45,319	1.0		(5,413	)	(11.9	)	Miscellaneous Income	6?7,793		1.4		765,71?	1.3		(77,?25	)	(10.2	)

47,125	1.3	%	45,3?9	1.0	%	1,?05		4.0	%	Other Operating Revenue	715,09?		1.5	%	765,718	1.3		(50,627	)	(6.6	)%

3,71?,879	100.0	%	4,339,123	100.0	%	(620,243	)	(14.3	)%	Total Gross Revenue	[ILLEGIBLE]		100.0	%	56,7?5,606	100.0	%	(8,590,942	)	(15.1	)%
119,027	3.2		97,640	2.3		21,3?6		21.9		Comp Expense-Room	1,993,497		4.1		1,773,647	3.1		219,?50		12.4
105,004	2.?		105,788	2.4		(784	)	(0.7	)	Comp Expense-Food	1,417,596		2.9		1,61?,089	2.8		(197,493	)	(12.2	)
93,414	2.5		150,403	3.5		(56,989	)	(37.9	)	Comp Expense-Beverage	1,509,976		3.1		1,762,998	3.1		(253,022	)	(14.4	)
23,667	0.6		27,845	0.6		(4,17?	)	(15.0	)	Comp Expense-[ILLEGIBLE]	361,342		0.7		290,61?	0.5		70,724		24.3
18,096	0.5		22,781	0.5		(4,6?5	)	(20.6	)	Comp Expense-Other	170,572		0.4		437,76?	0.8		(267,194	)	(61.0	)

	085 CP Tahoe, LP - Montbleu	Unaudited
	Income Statement
	As of Thursday, December 31, 2009

Month-To-Date													Year-To-Date
December-2009		% of Rev		December-2008		% of Rev		2009/2008 Variance		Var %			December-2009		% of Rev		December-2008		% of Rev		2009/2008 Variance		Var %
359,20?		9.7		404,457		9.3		(45,249	)	(11.2	)	Complimentary Expense	5,452,982		11.3		5,880,118		10.4		(427,135	)	(7.3	)

46,109		1.2		105,839		2.4		(59,730	)	(56.4	)	Promotional-Redmptn Cash	574,240		1.2		641,230		1.1		(66,990	)	(10.4	)
(3,952	)	(0.1	)	36,921		0.9		(40,873	)	(110.7	)	Promotional-Redmptn Accrual	(76,617	)	(0.2	)	(29,277	)	(0.1	)	(47,340	)	(161.7	)
—		—		—		—		—		—		Promotional-Cash Incentive	—		—		231,160		0.4		(231,160	)	(100.0	)
—		—		—		—		—		—		Promotional-Bus	—		—		(370	)	0.0		370		100.0
42,157		1.1		142,760		3.3		(100,603	)	(70.5	)	Promotional Allowances	497,623		1.0		342,743		1.5		(345,120	)	(41.0	)

(401,?65	)	(10.8	)%	(547,217	)	(12.6	)%	145,852		26.7	%	Less Promotional Allowances	(5,950,605	)	(12.3	)%	(6,722,860	)	(11.8	)%	772,255		11.5	%

3,317,514		89.2	%	3,791,905		87.4	%	(474,391	)	(12.5	)%	Total Net Revenue	42,244,058		87.7	%	50,062,745		88.2	%	(7,818,687	)	(15.6	)%

147,256		4.0		240,450		5.5		(93,195	)	(38.8	)	Cost Of Sales-Food	2,084,620		4.3		2,850,808		5.0		(766,188	)	(26.9	)
138,916		3.7		180,795		4.2		(41,880	)	(23.2	)	Cost Of Sales-Beverage	1,275,807		2.6		1,458,390		2.6		(182,532	)	(12.5	)
42,873		1.2		89,930		2.1		(47,058	)	(52.3	)	Cost Of Sales-Retail	586,546		1.2		602,196		1.1		(15,650	)	(2.6	)
6,038		0.2		8,753		0.2		(2,715	)	(31.0	)	Cost Of Sales-Telephone	85,726		0.2		78,912		0.1		6,814		8.6
1,693		0.0		13,736		0.3		(12,043	)	(87.7	)	Cost Of Sales-Other	41,627		0.1		63,220		0.1		(21,592	)	(34.2	)
336,775		9.1	%	533,665		12.3	%	(196,890	)	(36.9	)%	Cost Of Sales	[ILLEGIBLE]		8.5	%	5,053,526		8.9	%	(979,199	)	(19.4	)%

2,980,739		80.2	%	3,258,240		75.1	%	(277,501	)	(8.5	)%	Gross Profit	38,169,731		79.2	%	45,009,219		79.3	%	(6,839,4?8	)	(15.2	)%

234,373		6.3		772,274		17.8		(537,?02	)	(69.7	)	Payroll Expense-Salaries	3,568,317		7.4		9,504,336		16.7		(5,936,020	)	(62.5	)
712,412		19.2		379,908		8.8		332,503		87.5		Payroll Expense-Wages	?,917,241		18.5		4,374,866		7.7		4,542,376		[ILLEGIBLE]
11,126		0.3		—		—		11,126		—		Payroll Expense-Overtime	235,785		0.5		—		—		235,785		—
35,158		0.9		46,798		11		(11,640	)	(24.9	)	Payroll Expense-Holiday	362,671		0.8		345,917		0.6		16,754		4.8
6,565		0.2		6,824		0.2		(259	)	(3.8	)	Payroll Expense-Incentive	96,899		0.2		134,745		0.2		[ILLEGIBLE]		(28.1	)
—		—		—		—		—		—		Payroll Expense-Jury Duty	420		0.0		625		0.0		(205	)	(32.7	)
15,270		0.4		28,711		0.7		(13,441	)	(46.8	)	Payroll Expense-Severance	130,809		0.3		30,288		0.1		100,521		331.9
1,014,902		27.3		1,234,515		28.5		(219,613	)	(17.8	)	Payroll Expense	13,312,143		27.6		14,390,777		25.3		(1,078,634	)	(7.5	)

409,628		11.0		101,583		2.3		308,045		308.2		Benefit Expense	3,962,468		[ILLEGIBLE]		2,210,490		3.9		1,751,978		79.3
100,888		2.7		167,273		3.9		(66,390	)	(39.7	)	Payroll Taxes	1,756,224		[ILLEGIBLE]		1,918,879		3.4		(162,655	)	[ILLEGIBLE]
510,516		13.7		268,8?1		6.2		241,655		89.9		Payroll Benefits & Taxes	5,71?,692		11.9		4,129,369		7.3		1,589,323		38.5

1,525,418		41.0	%	1,503,376		34.6	%	22,042		1.5	%	Payroll and Related	19,030,835		39.5	%	18,520,146		32.6	%	510,689		2.8	%

140,060		3.8		163,979		3.8		(23,918	)	(14.6	)	Taxes and Licenses	1,690,003		3.5		1,758,527		3.1		(68,524	)	(3.9	)
116,423		3.1		113,347		2.6		3,076		2.7		Gaming Taxes	1,654,420		3.4		1,762,408		3.1		(107,988	)	(6.1	)
256,483		6.9		277,326		6.4		(20,842	)	(7.5	)	Taxes and Licenses	3,344,423		6.9		3,520,935		6.2		(176,512	)	(5.0	)

108,082		2.9		115,010		2.7		(5,928	)	(6.0	)	Supplies-General	1,146,073		2.4		1,195,152		2.1		(49,079	)	(4.1	)
14,261		0.4		5,176		0.1		9,084		175.5		Supplies-Gaming	89,735		0.2		96,432		0.2		(6,697	)	(6.9	)
21,942		0.6		22,929		0.5		(985	)	(4.3	)	Supplies-Food and Beverage	310,853		0.6		407,703		0.7		(96,850	)	(23.8	)
144,285		3.9		143,115		3.3		1,170		0.8		Supplies	1,546,662		3.2		1,699,287		0.3		(152,625	)	(9.0	)

085 CP Tahoe, LP - Montbleu
Income Statement
As of Thursday, December 31, 2009

Unaudited

Month-To-Date													Year-To-Date
December-2009		% of Rev		December-2008		% of Rev		2009/2008 Variance		Var %			December-2009		% of Rev		December-2008	% of Rev		2009/2008 Variance		Var %

113,335		3.0		253,954		5.9		(140,619	)	(55.4	)	Repairs and Maintenance	647,798		1.3		917,091	1.6		(269,293	)	(29.4	)
15,357		0.4		35,236		0.8		(19,880	)	(56.4	)	Maintenance Contracts	196,896		0.4		193,845	0.3		3,051		1.6
128,692		3.5		289,191		6.7		(160,499	)	(55.5	)	Repairs and Maintenance	844,694		1.8		1,110,936	2.0		(266,242	)	(24.0	)

68,630		1.8		47,050		1.1		21,580		45.9		Equipment Rental	624,494		1.3		441,267	0.8		183,227		41.5
336,983		9.1		495,495		11.4		(158,511	)	(32.0	)	Rent	4,652,295		9.7		5,945,961	10.5		(1,293,666	)	(21.8	)
405,613		10.9		542,545		12.5		(136,931	)	(25.2	)	Equipment & Iand Rental	5,276,790		10.9		6,387,229	11.2		(1,110,439	)	(17.4	)

(15,827	)	(0.4	)	73,638		1.7		(89,466	)	(121.5	)	Outside Services	400,974		0.8		631,300	1.1		(230,326	)	(36.5	)
2,852		0.1		140,725		3.2		(137,873	)	(98.0	)	Entertainers Fees	350,297		0.7		1,159,870	2.0		(809,573	)	(69.8	)
(12,976	)	(0.3	)	214,363		4.9		(227,339	)	(106.1	)	Outside Services	751,271		1.6		1,791,170	3.2		(1,089,900	)	(58.1	)

59,620		1.6		146,928		3.4		(87,309	)	(59.4	)	Advertising-Media	1,051,931		2.2		1,726,166	3.0		(674,235	)	(39.1	)
59,620		1.6		146,928		3.4		(87,309	)	(59.4	)	Advertising	1,051,931		2.2		1,726,166	3.0		(674,235	)	(39.1	)

38,683		1.0		49,335		1.1		(10,652	)	(21.6	)	Special Events	281,706		0.6		406,756	0.7		(125,050	)	(30.7	)
1,906		0.1		5,697		0.1		(3,791	)	(66.5	)	Promotional Expense	14,493		0.0		62,701	0.1		(48,208	)	(76.9	)
12,310		0.3		7,030		0.2		5,280		75.1		Promotional Expense-Gaming	98,257		0.2		96,291	0.2		1,966		2.0
52,899		1.4		62,063		1.4		(9,163	)	(14.8	)	Promotional	394,456		0.8		565,748	1.0		(171,291	)	(30.3	)

16,794		0.5		(8,734	)	(0.2	)	25,523		292.3		Utilities-Disposal	234,932		0.5		196,406	0.3		33,526		19.6
196,887		5.3		307,774		7.1		(110,837	)	(36.0	)	Utilities-Gas & Electric	2,184,565		4.5		2,811,338	5.0		(626,773	)	(22.3	)
19,567		0.5		(9,008	)	(0.2	)	28,575		317.2		Utilities-Water & Sanitation	199,319		0.4		134,671	0.2		64,648		48.0
233,248		6.3		290,031		6.7		(56,734	)	(19.6	)	Utilities	2,618,815		5.4		3,142,415	5.5		(523,599	)	(16.7	)

42,547		1.1?		?0,663		1.9		(38,117	)	(47.3	)	Insurance	491,097		1.0		272,896	0.5		218,201		80.0
(642,907	)	(17.3	)	91,725		2.1		(734,632	)	(800.9	)	Insurance-Gnrl Liab/Wrk [ILLEGIBLE]	(162,907	)	(0.3	)	546,901	1.0		(709,808	)	(129.8	)
(600,360	)	(16.1	)	172,389		4.0		(772,749	)	(443.3	)	Insurance	328,190		0.7		819,797	1.4		(491,607	)	(60.0	)

400		0.0		—		—		400		—		Employee Relation-[ILLEGIBLE]	84,639		0.2		2,517	0.0		82,122		3,262.5
2,076		0.1		—		—		2,076		—		Employee Relation-Goodwill	14,043		0.0		34,879	0.1		(20,836	)	(59.7	)
2,476		0.1		—		—		2,476		—		Employee Relation	98,682		0.2		37,396	0.1		61,236		163.9

24,935		0.7		37,334		0.9		(12,399	)	(33.2	)	Commissions	366,163		0.8		512,521	0.9		(146,358	)	(28.6	)
—		—		—		—		—		—		Contribution/Sponsorships	—		—		2,100	0.0		(2,100	)	(100.0	)
5,646		0.2		8,480		0.2		(2,834	)	(33.4	)	Communication Expense	54,912		0.1		65,951	0.1		(11,040	)	(16.7	)
4,112		0.1		3,233		0.1		879		27.2		Travel and Entertainment	50,079		0.1		57,137	0.1		(7,058	)	(12.4	)
1,292		0.0		[ILLEGIBLE]		0.1		(2,524	)	(66.2	)	Uniforms and Laundry Expense	43,580		0.1		93,624	0.2		(50,044	)	(53.5	)
52,657		2.4		44,767		1.0		7,890		17.6		Other Expenses	311,124		0.6		858,485	1.5		(547,361	)	(63.8	)
88,642		2.4		97,630		2.2		(8,988	)	(9.2	)	Other Operating Expenses	825,857		1.7		1,589,818	2.8		(763,960	)	(48.1	)

758,621		20.4	%	2,235,530		51.5	%	(1,476,959	)	(66.1	)%	Total Operating Expense	17,081,770		35.4	%	22,390,896	39.4	%	(5,309,125	)	(23.7	)%

	085 CP Tahoe, LP - Montbleu	Unaudited
	Income Statement
	As of Thursday, December 31, 2009

Month-To-Date													Year-To-Date
December-2009		% of Rev		December-2008		% of Rev		2009/2008 Variance		Var %			December-2009		% of Rev		December-2008		% of Rev		2009/2008 Variance		Var %
696,700		18.7	%	(480,716	)	(11.1	)%	1,177,416		244.9	%	EBITDA	2,057,126		4.3	%	4,098,178		7.2	%	(2,041,052	)	(49.8	)%

402,431		10.8	%	675,739		15.6	%	(273,308	)	(40.4	)%	Depreciation and Amortization	4,802,408		10.0	%	5,806,497		10.2	%	(1,004,090	)	(17.3	)%

294,269		7.9	%	(1,156,455	)	(26.7	)%	1,450,724		125.4	%	Operating Income (loss)	(2,745,282	)	(5.7	)%	[ILLEGIBLE]		(3.0	)%	(1,036,962	)	(60.7	)%

—		—		—		—		—		—		Other Income	—		—		9,750		0.0		(9,750	)	(100.0	)
—		—		462		0.0		(462	)	(100.0	)	Interest Income	—		—		2,020		0.0		(2,020	)	(100.0	)
—		—		462		0.0	%	(462	)	(100.0	)%	Total Non-Operating revenue	—		—		11,770		0.0	%	(11,770	)	(100.0	)%

—		—		22,788,723		640.4		(27,788,723	)	(100.0	)	Write Down/Impairment	—		—		27,788,723		48.9		(27,788,723	)	(100.0	)
—		—		—		—		—		—		Interest Expense	126		0.0		—		—		126		—
4,334		0.1		—		—		4,334		—		Other Non-Operating Expense	65.000		0.1		26,000		0.0		39,000		150.0
(4,334	)	(0.1	)%	[ILLEGIBLE]		(640.4	)%	[ILLEGIBLE]		100.0	%	Total Non-Operating expanse	(65,126	)	(0.1	)%	(27,814,723	)	(49.0	)%	27,749,597		99.3	%

287,601		7.7	%	(23,969,538	)	(667.6	)%	29,257,139		101.0	%	Net Income	(2,812,742	)	(5.8	)%	(29,536,095	)	(52.0	)%	[ILLEGIBLE]		90.5	%

696,700		18.7	%	(480,716	)	(11.1	)%	1,177,416		244.9	%	EBITDA	2,057,126		4.3	%	4,098,178		7.2	%	(2,041,052	)	(49.8	)%

EXHIBIT B
STATEMENT OF GROSS REVENUES AND
PERCENTAGE RENT CALCULATION
LEASE YEAR 2009

Amounts reflected on CP Tahoe, LP - MontBleu Income Statement:

Total Gross Revenues as defined in Section 2.10

48,194,664

Less:	Exclusions from Gross Revenues
	(i)	Proceeds from sale of property	(	)
	(ii)	Security Deposits	(	)
	(iii)	Taxes	(	)
	(iv)	Condemnations	(	)
	(v)	Insurance Proceeds	(	)
	(vi)	Credit Card Commissions	(	)
	(vii)	Contract Tips/Commissions	(	)
	(viii)	Credits/Refunds	(	)
	(ix)	Interest Income	(	)
	(x)	Reserve for Uncollectable Accounts	(	)

Gross Revenues for 2009 lease year subject to annual percentage rent calculation	$	48,194,664

Gross Revenue threshold for each lease year pursuant to Section 2.4	(50,000,000			)

Gross Revenues in excess of the $50,000,000 lease year annual threshold	0

Percentage Rent Factor	x		10	%

Percentage Rent due for lease year 2009	$	0

Exhibit 10.2

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is entered into as of the 25th day of June, 2010, by and between the CITY OF GREENVILLE, MISSISSIPPI, a municipal corporation (“Lessor”), and JMBS CASINO LLC, a Mississippi limited liability company (“JMBS”). The performance by JMBS of its obligations under this Lease is guaranteed by Tropicana Entertainment Inc., a Delaware corporation (“Tropicana”), in accordance with the terms and conditions set forth in the Guarantee attached hereto as Exhibit “A” and incorporated herein by reference.

RECITALS

WHEREAS, Lessor is a municipality in which there is situated a harbor that is a port of entry. Lessor owns the land described hereinbelow, and said land is situated within reasonable and practical proximity to said harbor and/or port. Lessor has determined that the lease of said land to JMBS, upon the terms and conditions and with the safeguards herein stated, is needful for the convenient use of said land 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 Lessor to be adequate and have been approved by Lessor in a Resolution authorizing same. A copy of this Lease is attached to said Resolution and is incorporated into said Resolution by reference.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Lessor and JMBS hereby agree as follows:

AGREEMENT

1. PREMISES . For and in consideration of the rent described below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor hereby leases and lets to JMBS and JMBS hereby rents from Lessor the premises identified as Tract A, Tract B, and Tract C and described in Exhibit “B” attached hereto and incorporated herein by reference, together with all easements, rights of way and appurtenances in connection therewith or thereunto belonging and the improvements constructed or to be constructed thereon (all of which are hereinafter referred to as the “Premises”). The parties acknowledge and agree that any vessel to be docked adjoining to the Premises and all improvements and equipment therein shall not constitute part of the Premises nor shall it constitute a fixture or improvement on the Premises. Lessor also hereby acknowledges that during any term of this Lease, the patrons, employees, contractors, agents, and invitees of JMBS shall have the right in common with the rest of the public to park in Lessor’s waterfront parking lot adjacent to the Premises (the “Parking Lot”).

2. TERM .

2.1 The initial term of this Lease (the “Initial Term”) shall be for ten (10) years, commencing on September 1, 2010 (“Commencement Date”) and expiring at midnight on the 31st day of August, 2020, unless extended by exercise of an option to renew as set forth hereinbelow.

2.2 Lessor also hereby grants unto JMBS two options to renew this lease for additional terms of five (5) years each (each an “Additional Term”). JMBS may exercise either option to renew by giving Lessor written notice of its intent to do so at least six (6) months prior to the termination date of the term then in effect.

2.3 The obligations of JMBS under Section 9 hereinbelow shall commence immediately upon the date on which this Lease has been fully executed by both parties.

3. RENT . JMBS agrees to pay Lessor rent (the “Rent”) as follows:

3.1 Four Hundred Twenty Thousand Dollars ($420,000.00) per year, payable at the rate of Thirty-Five Thousand Dollars ($35,000.00) per month in advance, due and payable on the first day of each and every month for the Initial Term, and

3.2 In the event JMBS exercises its option for an Additional Term, the annual rent shall be adjusted at the commencement of such Additional Term based on the Consumer Price Index (All Items) for the United States, published by the United States Department of Labor, Bureau of Labor Statistics (“Index”), which is published for the month immediately preceding the date of the commencement of such Additional Term (“Renewal Index”). If the Renewal Index has increased over the Index published for the month immediately preceding the date the immediately preceding term commenced (“Commencement Index”), the annual rent during the applicable Additional Term shall be set by multiplying the annual rent for the immediately preceding term by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Commencement Index. If the Renewal Index has decreased below the Commencement Index, however, the monthly rent shall remain the same as that of the immediately preceding term. If the Index is discontinued or revised during the any term of this Lease, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised.

4. USE: QUIET ENJOYMENT .

4.1 JMBS may use the Premises for any lawful purpose, including but not limited to the placement and/or operation of a gaming vessel on the Premises. Notwithstanding any use contemplated herein, JMBS shall have no affirmative obligation to place or maintain a gaming vessel on the Premises or to conduct gaming operations or any other specific type of business on the Premises. However, JMBS shall have the affirmative obligation to maintain the vessel, should one be located on the Premises, or other improvements placed on the Premises in a condition that equals or exceeds the condition of the vessel on the Premises at the date of execution of this Lease, and, in the event JMBS ceases operations on the Premises, the vessel shall remain on the Premises no longer than twelve (12) months from the date of cessation of operations.

4.2 Lessor further grants to JMBS 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 JMBS’ floating facilities and the Greenville City waterfront, as well as the right to construct, install and maintain mooring dolphins. Further, JMBS may construct, attach and/or maintain any item that would be ancillary to the use of its floating facilities.

4.3 JMBS acknowledges that the use and occupancy of the Premises must conform to any existing rules, regulations, restrictions or ordinances of Lessor, the Greenville Port Commission, the Board of Mississippi Levee Commissioners and/or the United States Army Corps of Engineers (collectively, the “Regulations”) as well as any amendments or additions to such Regulations applicable to this Lease by Mississippi law. Nothing contained herein, however, shall prevent JMBS from exercising any right of appeal, or any other recourse it may possess under applicable law with regard to the Regulations or any amendment or addition thereto. JMBS further agrees that no illegal activity will be conducted or permitted in or upon the Premises or the facilities located thereon. So long as no event of default has occurred and is continuing hereunder, Lessor and

anyone claiming by, through or under Lessor, warrant that they shall not interfere with the peaceful and quiet occupation and enjoyment of the Premises by JMBS.

4.4 JMBS agrees and acknowledges that, so long as it leases any portion of Lessor’s property, JMBS will not discriminate against any person or persons on the basis of race, color, religion, sec, or national origin. Lessor acknowledges that JMBS shall have the right to enforce its own non-discriminatory rules and regulations relating to the business of JMBS, including but not limited to “self exclusion” rules and any and all rules necessary for the safe and reasonable operation of the business of JMBS.

5. TITLE AND CONDITION OF THE PREMISES AND PARKING LOT . Lessor hereby represents and warrants that (a) Lessor is the sole owner of fee simple title to the Premises, subject to (i) any encumbrances of record, (ii) any rights of way or easements in, on, and over the Premises in favor of the Board of Mississippi Levee Commissioners, and (iii) the Regulations; (b) Lessor and the officials executing this Lease on behalf of Lessor have the legal right and have obtained all necessary authorizations Lessor must have to execute this Lease; (c) Lessor is the sole owner of fee simple title to the Parking Lot, subject to any encumbrances of record and the Regulations; (d) the Premises are not subject to any mortgage, deed of trust, or similar lien; (e) the Premises are not currently and shall not at any time during any term of this Lease be subject to real property or ad valorem taxes; and (f) to the best of Lessor’s knowledge, information and belief, the Premises is free from any hazardous materials. Lessor’s representations and warranties shall survive termination or expiration of this Lease. The Premises are leased to JMBS in their present physical condition without representation or warranty by Lessor, except as provided herein. JMBS has inspected and examined the Premises and the Parking Lot has found the same satisfactory.

6. UTILITIES . JMBS shall arrange for the connection of any utility services it requires for its use of the Premises and shall pay all charges for any gas, power, telephone and other utilities used on the Premises by JMBS.

7. MAINTENANCE . JMBS agrees it will, at its expense, (i) keep and maintain the Premises, including the improvements thereon, in a neat and orderly condition and in good repair, except for ordinary wear and tear, and (ii) will comply with and cause the Premises to comply with the Regulations.

8. ALTERATIONS . No alterations to the existing improvements on the Premises, other than those expressly authorized elsewhere herein, shall be made without Lessor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Before such consent is given, the JMBS must provide to Lessor a copy of any and all plans and specifications pertaining to the alterations and copies of any and all construction agreements.

9. INDEMNIFICATION AND INSURANCE

9.1 Indemnification . As of the date of the execution of this Lease and as a material part of the consideration for this Lease, JMBS hereby agrees as follows:

(a) JMBS waives all claims it may have against Lessor for damages to goods, equipment or merchandise or other items of personal property upon or about the Premises or the Parking Lot and for injuries, including death, to persons upon or about the Premises or the Parking Lot from any cause arising at any time, except as is caused by the active or gross negligence or wanton and willful misconduct of Lessor;

(b) JMBS 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 or the Parking Lot by JMBS, unless caused by the active or gross negligence or wanton or willful misconduct of Lessor; and

(c) JMBS agrees that, except as caused by the active or gross negligence and wanton or willful misconduct of Lessor, JMBS shall defend and indemnify Lessor from any and all claims of any nature whatsoever made by patrons, whether arriving at or leaving the Premises, arising out of any condition of the Premises or the Parking Lot.

These agreements and indemnities shall include all claims which may exist as of the date of execution of this Lease related to the use and occupation of the Premises by JMBS under any previous lease (“Existing Claims”), including but not limited to that certain lawsuit styled Huey Barnett v. City of Greenville and JMBS Casino, LLC , Cause No. CI 2007-235 in the Circuit Court of Washington County, Mississippi, provided, however, that the amount of indemnity JMBS shall provide to Lessor for Existing Claims shall not exceed, in the aggregate, $100,000.00, from the date of execution of the Lease.

9.2 Insurance . From the date of execution of this Lease, JMBS agrees to carry and maintain, at all times at its own expense, public liability insurance insuring its interests and the agreements and indemnities in favor of Lessor set forth hereinabove, against claims for bodily injury, death and property damage occurring on, in or about the Premises or the Parking Lot with limits of not less than $1,000,000.00 or the maximum exposure to Lessor under the Mississippi Tort Claims Act, whichever sum may be greater, with Lessor named as an additional insured on the policy. Certificates of such insurance shall be provided to Lessor for each policy or renewal period. Any insurance required to be provided under this Article may be in the form of blanket liability coverage so long as the blanket policy does not reduce the limits nor diminish the coverage required herein. Lessor agrees to promptly notify JMBS of any asserted claim with respect to which Lessor is or may be indemnified against hereunder and shall deliver to such party copies of process and pleadings.

10. ASSIGNMENT AND SUBLETTING . JMBS shall only sublet or assign this Lease or a portion thereof provided JMBS is not in default of any of the terms and conditions of the Lease and Lessor gives it written consent to the proposed sublease or assignment, which consent shall not be unreasonably withheld, conditioned, or delayed. No such consent shall be required for (a) a sublease or assignment to an affiliate, subsidiary or any entity under the common control of JMBS or to any party purchasing all or substantially all of the assets or membership interests/stock of JMBS or (b) an assignment or other transfer of the leasehold interest of JMBS in the Premises to an institutional lender or an institutional trustee on behalf of one or more lenders or note holders (a “Lender”) in connection with financing for JMBS, Tropicana, or the subsidiaries or affiliates of Tropicana. JMBS agrees to notify Lessor of any such transfer for which no consent is required within thirty (30) days of same. Lessor agrees to permit a Lender to cure any default of JMBS under this Lease if the Lender so chooses.

11. DAMAGE OR DESTRUCTION . If the Premises are damaged or destroyed by fire or other casualty to the extent that JMBS is, in its reasonable opinion, unable to operate its business from the Premises, JMBS may terminate this Lease by giving notice thereof to Lessor within thirty (30) days of such damage or destruction, such termination to be effective as of the date of destruction and all rents shall abate from the date of destruction for the unexpired Term.

If the Lease is not terminated as provided for above, then this Lease shall continue in full force and effect and JMBS shall repair any damage to the Premises so as to restore such Premises (as nearly as practicable) to the condition thereof immediately prior to such occurrence. In the event that such restoration is not substantially completed within six (6) months from the date of damage or destruction, Lessor may at any time after the expiration of said six (6) month period elect to terminate the lease by giving written notice to JMBS, in which event the Lease shall terminate as of the date of such notice and all rents shall abate from the date of such notice for the unexpired Term of the Lease. In the event written notice of termination is not received by JMBS, the Lease shall continue in full force and effect without abatement of rents.

12. CONDEMNATION . If the Premises or a substantial portion of the Premises is taken under the power of eminent domain for any public or quasi-public use, then JMBS may terminate and cancel this Lease, such termination to be effective upon the earlier of the date JMBS thereafter vacates the Premises or the date that the condemning authority takes possession of the condemned property and thereupon both parties will be relieved of any further obligation under this Lease, except that the parties will fulfill all of their obligations hereunder to be performed to the date of such termination or with respect to claims arising prior to such termination. In such event, Lessor shall be entitled to the entire condemnation proceeds. If less than a substantial portion of the Premises is so taken, or if a substantial portion is taken but this Lease is not terminated and canceled as above provided, then Lessor and JMBS shall share the condemnation proceeds equitably in accordance with their relative interests, and rent shall continue unabated.

13. SURRENDER OF PREMISES . Upon the expiration of any term of this Lease or upon any earlier termination hereof, JMBS shall quit and surrender possession of the Premises to Lessor in as good order and condition as the Premises are now or hereafter may be improved by Lessor or JMBS, reasonable wear and tear and casualty which is not to be restored by JMBS pursuant to this Lease excepted, and shall, without expense to Lessor, remove or cause to be removed from the Premises, all debris and rubbish, all vessels, equipment, business and trade fixtures, and other articles of personal property owned by JMBS or installed or placed by JMBS on the Premises, and JMBS shall repair all material damage to the Premises resulting from such removal. Lessor shall have the option to have any improvements to the Premises that have become permanent (non-trade) fixtures remain on the Premises and become the sole property of Lessor or be removed by and at the expense of JMBS.

14. DEFAULTS AND REMEDIES .

14.1 Defaults by JMBS . The occurrence of any of the following shall constitute a material default and breach of this Lease by JMBS:

(a) The failure by JMBS to pay the rent hereunder as and when due where such failure continues for thirty (30) days after notice thereof by Lessor to JMBS; provided, however, that such notice shall be in lieu of and not in addition to any notice required under Mississippi law.

(b) The failure by JMBS to observe or perform any other provision of this Lease where such failure continues for thirty (30) days after notice thereof by Lessor to JMBS; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within such thirty (30) days period, JMBS shall not be deemed to be in default if JMBS shall within such period commence such cure and thereafter diligently prosecute the same to completion.

(c) JMBS’s failure to vacate and surrender the Premises as required by this Lease upon the expiration of any term or earlier termination of this Lease.

14.2 Remedies . In the event of any such default by JMBS or any breach of a provision of this Lease by Lessor, the non-defaulting 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.

15. NOTICES . All notices, consents, approvals, requests, demands and other communications (collectively “Notices”) which Lessor or JMBS are required or desire to serve upon, or deliver to, the other shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or by personal delivery, or given by a nationally recognized overnight delivery service (such as Federal Express) with all fees prepaid, to the appropriate address indicated below, or at such other place or places as either Lessor or JMBS may, from time to time, designate in a written notice given to the other. Notices shall be deemed sufficiently served or given at the time of delivery; provided that refusal to accept delivery of a notice shall constitute successful and effective delivery thereof. Notices shall be addressed as follows, as appropriate:

If to JMBS:

JMBS Casino LLC

Attn: Legal Dept.

3930 Howard Hughes Parkway

Fourth Floor

Las Vegas, NV 89169

and

Tropicana Entertainment Inc.

Attn: Legal Dept.

3930 Howard Hughes Parkway, Fourth Floor

Las Vegas, NV 89169

If to Lessor:

City of Greenville, Mississippi

Attn: Mayor

P.O. Box 897

Greenville, MS 38702-089

16. GENERAL PROVISIONS .

16.1 Entire Agreement . This instrument along with any exhibits and attachments or other documents affixed hereto, or referred to herein, constitutes the entire and exclusive agreement between Lessor and JMBS with respect to the Premises and the estate and interest leased to JMBS hereunder. This instrument and said exhibits and attachments and other documents may be altered, amended, modified or revoked only by an instrument in writing signed by both Lessor and JMBS. Lessor and JMBS hereby agree that all prior or contemporaneous oral understandings, agreements or negotiations relative to the leasing of the Premises are merged into and revoked by this instrument.

16.2 Successors and Assigns . Subject to the provisions of Section 10 relating to Assignment and Subletting, this Lease is intended to and does bind the heirs, executors, administrators, successors and assigns of any and all of the parties hereto.

16.3 Severability . If any term or provision of this Lease, the deletion of which would not adversely affect the receipt of any material benefit by either party hereunder, shall be held invalid or unenforceable to any extent, the remaining terms, conditions and covenants of this Lease shall not be affected thereby and each of said terms covenants and conditions shall be valid and enforceable to the fullest extent permitted by law.

16.4 Time of Essence . Time is of the essence of this Lease and each provision hereof in which time of performance is established.

16.5 Governing Law . This Lease shall be governed by, interpreted and construed in accordance with the laws of the State of Mississippi.

16.6 Memorandum of Lease . Lessor and JMBS agree not to record this Lease, but rather agree to execute a Memorandum of Lease in a mutually agreeable form, including a description of the Premises, the length of the Initial Term, and the options for Additional Terms.

16.7 Estoppel Certificates . Within ten (10) days after a request by either party, the non-requesting party agrees to deliver in recordable form a certificate to any proposed lender, purchaser, or other interested party, certifying that this Lease is in full force and effect, that there have been no amendments or defaults, and such other matters as are reasonably and customarily requested in such certificates and/or setting forth in relevant detail any exceptions to such statements.

16.8 Counterparts . Lessor and JMBS agree that this Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one document.

IN WITNESS WHEREOF, Lessor and JMBS have executed this Lease on the dates set forth hereinbelow but effective as of the date set forth in the first paragraph above.

	LESSOR:

	CITY OF GREENVILLE, MISSISSIPPI


	By:
		Heather McTeer Hudson, Mayor


	Date:


	ATTEST:



	Amelia D. Wicks, City Clerk

STATE OF
COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this the day of , 2010, within my jurisdiction, the within named Heather McTeer Hudson and Amelia D. Wicks, who acknowledged that they are the Mayor and City Clerk, respectively, of the City of Greenville, Mississippi, a municipal corporation, and that for and on behalf of the said municipal corporation, and as its act and deed, he/she executed the above and foregoing instrument, after first having been duly authorized by said municipal corporation so to do.


		NOTARY PUBLIC
My Commission Expires:

		[S E A L]

	JMBS:

	JMBS CASINO LLC


	By:	/s/ Scott Butera

	Its:	President & CEO

	Date:	6/25/10

STATE OF Nevada

COUNTY OF Clark

Personally appeared before me, the undersigned authority in and for the said county and state, on this the 25th day of June, 2010, within my jurisdiction, the within named Scott Butera, who acknowledged that he/she is the President & CEO of JMBS Casino LLC, a Mississippi limited liability company, and that for and on behalf of the said company, and as its act and deed, he/she executed the above and foregoing instrument, after first having been duly authorized by said company so to do.

	/s/ Norine Ziemski
	NOTARY PUBLIC
My Commission Expires:

May 12, 2013	[S E A L]

EXHIBIT A

LEASE GUARANTEE

Tropicana Entertainment Inc., a Delaware corporation (“Guarantor”), whose address is 3930 Howard Hughes Parkway, Fourth Floor, Las Vegas, Nevada, 89169, as material inducement to and in consideration of the City of Greenville, Mississippi, (“Lessor”) entering into a written lease (“Lease”) with JMBS Casino LLC, a Mississippi limited liability company (“JMBS”), dated , 2010, including any amendments thereto, pursuant to which Lessor leased to JMBS, and JMBS leased from Lessor, premises located in the City of Greenville, State of Mississippi, identified as Tract A, Tract B, and Tract C in said Lease and more particularly described therein, unconditionally and absolutely guarantees and promises, to and for the benefit of Lessor, its successors and assigns, that JMBS shall perform the provisions of the Lease that JMBS is to perform, including, but not limited to, payment of rent and any and all other sums, charges, costs and expenses payable by JMBS, its successors and assigns, under the Lease and the full performance and observance of all of the covenants, terms, conditions and agreements therein provided to be performed and observed by JMBS, its successors and assigns.

If JMBS defaults under the Lease, Lessor can proceed immediately against Guarantor or JMBS, or both parties collectively, without prior notice to Guarantor, and Lessor can enforce against Guarantor or JMBS, or both parties collectively, any rights that it has under the Lease or pursuant to applicable laws. If the Lease terminates and Lessor has any rights it can enforce against JMBS after termination, Lessor can enforce those rights against Guarantor without giving previous notice to JMBS or Guarantor, or without making any demand on either of them. This Guarantee is a guarantee of payment and not of collection.

Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guarantee.

This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time any whole or partial payment or performance of any obligation under the Lease is or is sought to be rescinded or must otherwise be restored or returned by Lessor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of JMBS, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for JMBS or any substantial part of JMBS’s property, or otherwise, all as though such payments and performance had not been made.

If Lessor is required to enforce Guarantor’s obligations by legal proceedings, Guarantor shall pay to Lessor all costs incurred, including, without limitation, reasonable attorneys’ fees.

No waiver by Lessor of any provision or right hereunder shall be implied from any omission by Lessor to take any action on account of Lessor’s right under such provision. Any express waiver by Lessor of any provision or right hereunder shall not act as a waiver of any provision or right elsewhere contained herein, and shall only act as a waiver as specifically expressed in said waiver, and only for the time and to the extent therein stated. One or more waivers by Lessor shall not be construed as a waiver of a subsequent breach of the same provision or right.

All the terms, provisions and agreements of this Guarantee shall inure to the benefit of and be enforceable by Lessor, its successors and assigns, and shall be binding upon Guarantor, and its successors and assigns.

A-1

This Guarantee shall be governed by, and construed in accordance with the laws of the State of Mississippi.

IN WITNESS WHEREOF, Guarantor has executed this Guarantee on this the day of , 2010.

GUARANTOR:
TROPICANA ENTERTAINMENT INC.


By:	/s/ Scott Butera
	Scott Butera	(Print Name)

Its:	President & CEO

STATE OF Nevada

COUNTY OF Clark

Personally appeared before me, the undersigned authority in and for the said county and state, on this the 25th day of June, 2010, within my jurisdiction, the within named Scott Butera, who acknowledged that he/she is the President & CEO of Tropicana Entertainment Inc., a Delaware corporation, and that for and on behalf of the said company, and as its act and deed, he/she executed the above and foregoing instrument, after first having been duly authorized by said company so to do.

	Norine Ziemski
	NOTARY PUBLIC
My Commission Expires:

May 12, 2013	[S E A L]

A-2

EXHIBIT B

LEGAL DESCRIPTION OF PREMISES

That certain property located in Greenville, Washington County, Mississippi, as more fully described as follows:

Tract A

Moorage, dockage and berthing rights upon a strip of 560.0 feet in width as described thusly:

Commencing at the Northeast corner 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 corner is also the Southwest corner 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.

B-1

Exhibit 31.1

Certification of Principal Executive Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Scott C. Butera, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tropicana Entertainment Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2010

/s/ SCOTT C. BUTERA
Scott C. Butera
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

Certification of Principal Financial Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Lance J. Millage, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Tropicana Entertainment Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2010

/s/ LANCE J. MILLAGE
Lance J. Millage
Senior Vice President, Finance and Treasurer
(Principal Financial Officer)

Exhibit 32

Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to
18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of Tropicana Entertainment Inc. (the “Company”) for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Scott C. Butera, as Chief Executive Officer of the Company, and Lance J. Millage, as Senior Vice President, Finance of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 20, 2010

/s/ SCOTT C. BUTERA
Scott C. Butera
Chief Executive Officer
(Principal Executive Officer)

Date: August 20, 2010

/s/ LANCE J. MILLAGE
Lance J. Millage
Senior Vice President, Finance and Treasurer
(Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Tropicana Entertainment Inc. and will be retained by Tropicana Entertainment Inc. and furnished to the Securities and Exchange Commission or its staff upon request.