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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

TROPICANA ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         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 ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 file such reports). Yes o    No ý

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. ý

         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.

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

         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 ý    No o

         The aggregate market value of the common stock held by non-affiliates (all other persons other than executive officers or directors) of the registrant as of June 30, 2009 was $0.

         As of March 19, 2010, there were 25,784,158 shares outstanding of the registrant's common stock.

Documents Incorporated by Reference

None.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This Annual Report on Form 10-K 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 the Predecessors' (as defined herein) reorganization in bankruptcy, our operating plans, our competition, financing, revenue, tax benefits, our beliefs regarding the sufficiency of our existing cash and credit sources, including our Exit Facility (as defined herein) 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 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 this Annual Report on Form 10-K. 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.

PART I

ITEM 1.    BUSINESS.

Introduction

        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"). The Company also acquired Columbia Properties Vicksburg, LLC ("CP Vicksburg"), JMBS Casino, LLC ("JMBS Casino") and CP Laughlin Realty ("Realty," and collectively with CP Vicksburg and JMBS Casino, the "Affiliate Guarantors"), all of whom were part of the same plan of reorganization as TEH and are referred to collectively in this Annual Report on Form 10-K, as the "Predecessors." The Predecessors' bankruptcies were jointly administered under the lead case In re: Tropicana Entertainment, LLC, Case No. 08-10856 in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Except where the context suggests otherwise, the terms "we," "us," "our," and "the Company" refer to Tropicana Entertainment Inc. and its subsidiaries.

        In addition, the Company acquired certain assets of Adamar of New Jersey, Inc. ("Adamar"), an unconsolidated subsidiary of TEH, pursuant to the Amended and Restated Purchase Agreement (defined below), including the Tropicana Casino and Resort—Atlantic City ("Tropicana AC"). Adamar was not a party to the Predecessors' bankruptcy. However, on April 29, 2009, Adamar, and its sole, wholly owned subsidiary, Manchester Mall, Inc. ("Manchester" and collectively, the "Tropicana AC Parties"), filed petitions for relief under Chapter 11 of the Bankruptcy Code in jointly administered cases under the lead case In re: Adamar of New Jersey, Inc., Case No. 09-20711 (JHW) (the "Adamar Bankruptcy Cases") before the United States Bankruptcy Court for the District of New Jersey (the "New Jersey Bankruptcy Court").

        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. See "Item 1—Restructuring Transactions" for a further description of the

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Restructuring Transactions. 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.

General Background

        The Company currently owns and operates a diversified, multi-jurisdictional collection of casino gaming properties. The nine 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. 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, as follows:

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Tropicana Casino and Resort—Atlantic City.  Previously owned by Adamar and located along the Boardwalk in Atlantic City, New Jersey, this resort property features a hotel, slot machines, table games and The Quarter, a 200,000-square-foot Las Vegas-style indoor dining, entertainment and retail center with a Havana-inspired theme.



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Casino Aztar Evansville ("Casino Aztar").  Previously owned by TEH and located on the Ohio River in Evansville, Indiana, this riverboat casino features two distinctive hotels, restaurants, slot machines and table games.



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Tropicana Express Hotel and Casino ("Tropicana Express").  Previously owned by TEH and located in Laughlin, Nevada, this resort property features a hotel, restaurants, slot machines and table games.



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River Palms Hotel and Casino ("River Palms").  Previously owned by TEH and located in Laughlin, Nevada, this resort property features a hotel, restaurants, slot machines and table games.



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MontBleu Casino ("MontBleu").  Previously owned by TEH and located in South Lake Tahoe, Nevada, this resort property features a resort hotel, including restaurants and a spa, slot machines and table games.



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Vicksburg Horizon Casino ("Vicksburg Horizon").  Previously controlled by TEH through an Affiliate Guarantor and located in downtown Vicksburg, Mississippi, this riverboat casino features slot machines, a hotel and restaurants.



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Lighthouse Point Casino ("Lighthouse Point").  Previously owned by TEH (79%) and located in Greenville, Mississippi, this riverboat casino features slot machines.



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Bayou Caddy's Jubilee Casino ("Jubilee").  Previously controlled by TEH through an Affiliate Guarantor and located in Greenville, Mississippi, this riverboat casino features slot machines and table games.



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Belle of Baton Rouge ("Belle of Baton Rouge").  Previously owned by TEH and located on the Mississippi River in the downtown historic district of Baton Rouge, Louisiana, this riverboat casino features slot machines, table games, restaurants and a hotel.

        As discussed in "Item 1—Bankruptcy Proceedings," Tropicana Resort and Casino located in Las Vegas, Nevada, ("Tropicana LV") was subject to a separate plan of reorganization which was consummated on July 1, 2009, and consequently Tropicana LV is not part of the Company. In addition, Lake Tahoe Horizon Casino and Resort located in Lake Tahoe, Nevada, ("Tahoe Horizon") and formerly owned by TEH, is not part of the Company, as TEH assigned all rights and certain obligations related to the property in two phases, effective June 15, 2009 and October 16, 2009.

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        The Company's principal executive offices are located at 3930 Howard Hughes Parkway, 4th Floor, Las Vegas, Nevada 89169; its telephone number is (702) 589-3900.

Background

        The Predecessors obtained their initial casino assets from Tropicana Casinos and Resorts, Inc., formerly known as Wimar Tahoe Corporation ("Wimar"), the parent company of TEH. Through 2006, Wimar had acquired interests in a number of casinos and resorts, including:

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River Palms;



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MontBleu;



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Tahoe Horizon;



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Lighthouse Point; and



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Belle of Baton Rouge.

        On May 19, 2006, Wimar entered into a definitive agreement and plan of merger with Aztar Corporation ("Aztar"), a publicly traded holding company that owned five casino properties, under which Wimar would acquire all of the stock of Aztar. On January 3, 2007, Wimar acquired all of Aztar for approximately $2.1 billion in cash (the "Aztar Acquisition").

        In the corporate reorganization completed by Wimar concurrently with the Aztar Acquisition, (i) Aztar became a wholly owned subsidiary of TEH, and (ii) Wimar contributed River Palms, MontBleu, Tahoe Horizon, Lighthouse Point and Belle of Baton Rouge to TEH. Through the Aztar Acquisition, TEH added to its gaming business Tropicana LV, Tropicana AC, Casino Aztar and Tropicana Express. A fifth casino, purchased as part of the Aztar Acquisition and located in Missouri, was sold by the Predecessors in June 2007.

        The Aztar Acquisition was funded with several sources of financing, including a senior secured credit facility comprised of a $1.53 billion senior secured term loan ("TE Loan") and a $180 million senior secured revolving credit facility ("TE Revolver" together with the TE Loan, the "TE Senior Secured Credit Facility") by and between Tropicana Entertainment, LLC ("TE") (a direct wholly owned subsidiary of TEH) and the lenders thereto (the "OpCo Lenders"). The TE Senior Secured Credit Facility was guaranteed by certain subsidiaries of TE as well as by the Affiliate Guarantors.

        In addition, the Aztar Acquisition was funded with the net proceeds of an issuance by TE and Tropicana Finance Corp. (a direct wholly owned subsidiary of TE) on December 28, 2006 of $960.0 million aggregate principal amount of 9⁵/8% Senior Subordinated Notes due 2014 which were subsequently exchanged for substantially identical registered notes (the "TE Notes"). The TE Notes were guaranteed by certain subsidiaries of TEH as well as by the Affiliate Guarantors.

        The Aztar Acquisition was also financed with a $440 million senior secured loan (the "LandCo Credit Facility") by and between the lenders thereto (the "LandCo Lenders"), Tropicana LV as borrower, and Adamar of Nevada Corporation, Hotel Ramada of Nevada Corporation, Tropicana Development Company, LLC, Tropicana Enterprises, Tropicana Las Vegas Holdings, LLC and Tropicana Real Estate Company, LLC as guarantors (the "LandCo Guarantors", and together with Tropicana LV, the "LandCo Debtors"). The LandCo Debtors' obligations under the LandCo Credit Facility were secured by a perfected first priority security interest in substantially all of the assets of the LandCo Debtors.

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Bankruptcy Proceedings

Background

        The Predecessors assumed and incurred approximately $3.1 billion of debt as part of the Aztar Acquisition consisting of the TE Senior Secured Credit Facility, the TE Notes and the LandCo Credit Facility. Almost immediately after the Aztar Acquisition closed in January 2007, a downturn in the economy adversely impacted the Predecessors' operations in three principal respects. First, consumers cut back on their traveling and gambling, which caused a material and unprecedented drop in the Predecessors' revenue and operating cash flows (as well as those of many of the Predecessors' competitors in the gaming industry). Second, the value of real estate, one of the Predecessors' primary assets, eroded across the country, sharply reducing the market value of the Predecessors' total assets. Third, the nation's credit markets drastically tightened, severely limiting the Predecessors' access to additional capital, especially given that the Predecessors' collateral package was largely based on real estate, as well as severely limiting the Predecessors' lenders' willingness to refinance the Predecessors' existing indebtedness. This affected all aspects of the Predecessors' availability of financing.

New Jersey License Denial

        Prior to the closing of the Aztar Acquisition, the New Jersey Casino Control Commission (the "NJ Commission") granted TEH interim authorization to own and operate Tropicana AC through its subsidiary, Adamar. As a condition to the grant of interim authorization, TEH was required to place the equity securities of Adamar in a trust (the "ICA Trust" or "Trust"). Thereafter, TEH, their officers, owner and other qualifiers continued with the lengthy process of obtaining a ruling from the NJ Commission that TEH was qualified to be a holding company of Adamar. Contemporaneous with the pursuit by TEH of a qualification ruling, Adamar filed its application with the NJ Commission to renew its casino license.

        On December 12, 2007, the NJ Commission denied the application of TEH to be found qualified to be a holding company of Adamar, thus activating the ICA Trust. The activation of the ICA Trust vested the Trustee of the ICA Trust (the "Trustee") with all powers, authority and duties necessary to the unencumbered exercise of all rights incident to the ownership of the equity securities of Adamar. Because TEH was found not qualified, the NJ Commission also denied the application of Adamar for renewal of its casino license (the "New Jersey License Denial"). On that same day, and by way of a formal commission order issued on December 19, 2007, the NJ Commission imposed a conservatorship on Adamar and appointed the Trustee to be the conservator and take over and into his possession and control all the property and business of Adamar relating to Tropicana AC, including the possession and control of the resort's cash flow. No other properties or casinos were subject to the New Jersey License Denial.

        In conformance with statutory requirements, the NJ Commission authorized the Trustee to endeavor to sell, assign, convey or otherwise dispose of Tropicana AC subject to any and all valid liens, claims and encumbrances, to a person who is appropriately licensed or qualified or able to obtain interim authorization from the NJ Commission to acquire Tropicana AC. Despite the efforts of the Trustee, no acceptable third-party offer was made to acquire Tropicana AC.

Indiana License Development

        Following the New Jersey License Denial, the Indiana Gaming Commission staff asserted that TEH's failure to renew the New Jersey license imperiled TEH's license to operate Casino Aztar. As a result of these assertions, TEH entered into an agreement to sell Casino Aztar on an expedited basis (the "Casino Aztar Sale") and Aztar Indiana Gaming Company, LLC, the owner of Casino Aztar, further consented to enter into an agreement called the "Durable Power of Attorney for the Designation and Appointment of Attorney-in-Fact for the Purposes of Conducting Riverboat Gambling

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Operations and Related Activities" on March 29, 2008 (the "Evansville Power of Attorney"), under which an independent third party, Mr. Robert Dingman (later succeeded by Trinity Hill Group, LLC, the entity that employs Mr. Dingman) was appointed as attorney-in-fact (the "Evansville Attorney in Fact") of Casino Aztar. Pursuant to the Evansville Power of Attorney, the Evansville Attorney in Fact had certain managerial powers over Casino Aztar until the Effective Date. The Casino Aztar Sale was not consummated as a result of the prospective buyer's inability to finance its acquisition. The action of the Indiana Gaming Commission however, did not result in the Predecessors' loss of casino license or access to cash flows.

Bankruptcy Filing—Predecessors

        As discussed above, at the time of the New Jersey License Denial, the Predecessors and Adamar's operating results were under significant financial pressure given the depressed state of the gaming industry and the increased leverage resulting from the Aztar Acquisition. That pressure was exacerbated by the Predecessors' subsequent loss of control over, and cash flows from, Adamar, and by the appointment of the Evansville Attorney in Fact. These events ultimately culminated in the Delaware bankruptcy filing. On May 5, 2008 (the "Petition Date"), the Predecessors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in order to preserve their assets and the value of their estates.

        On the Petition Date, each of the Predecessors (except Greenville Riverboat LLC, which does business as Lighthouse Point and was not a guarantor of the TE Notes) commenced the Chapter 11 cases (the "Chapter 11 Cases"). On May 6, 2008, the Bankruptcy Court entered an order jointly administering the Chapter 11 Cases pursuant to Bankruptcy Rule 1015(b). As the Predecessors progressed toward an exit from the Chapter 11 Cases, the Predecessors determined that, given their capital structure and the claims arising thereunder, as well as the nature of their business operations, two separate plans of reorganization were warranted. Accordingly, the Predecessors proposed two separate plans of reorganization, one for Tropicana LV and related debtors and assets (the "Tropicana LV Plan") and one for the Predecessors' other casino gaming properties (the "Plan of Reorganization" or the "Plan"). The Tropicana LV Plan was confirmed on May 5, 2009 and consummated on July 1, 2009, and as a result, Tropicana LV was no longer owned or operated by the Predecessors and is not owned by or a part of the Company.

        Pursuant to the Tropicana LV Plan, on July 1, 2009, the assets related to Tropicana LV were acquired by an unrelated company, owned by the LandCo Lenders. A litigation trust (the "Litigation Trust") was also created, to which the Predecessors contributed certain claims against their former equity owner, Mr. William Yung, certain entities controlled by Mr. Yung and against the JMBS Casino Trust. The Litigation Trust recently began pursuit of these claims through an adversary proceeding filed as part of the Chapter 11 Cases. Beneficial interests in the Litigation Trust represent the right to receive a portion of any net proceeds that are collected pursuant to the claims against Mr. Yung. On the Effective Date, the Predecessors' beneficial interests terminated, and beneficial interests representing the Predecessors' prior share of the Litigation Trust will be distributed pro rata to the general unsecured creditors of the Predecessors once those claims are reconciled.

        On May 30, 2008, the Bankruptcy Court entered final orders approving an adequate protection package, authorizing the Predecessors to use the OpCo Lenders' cash collateral in the operation of the business and to borrow up to $67 million in post-petition, debtor-in-possession financing (the "DIP Credit Facility") secured by superpriority liens on certain of the Predecessors' assets. Availability under the DIP Credit Facility was subsequently increased to $80 million in October 2008. The DIP Credit Facility was provided by a group of lenders led by Silver Point Finance, LLC, one of the OpCo Lenders. The proceeds of the DIP Credit Facility together with cash generated from daily operations and cash on hand were used to fund post-petition operating expenses, including supplier obligations and employee wages, salaries and benefits. The DIP Credit Facility was repaid on the Effective Date.

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        The Bankruptcy Court confirmed the Predecessors' Plan of Reorganization on May 5, 2009 (the "Confirmation Date"). The Plan was consummated and became effective on March 8, 2010, which was when all conditions to effectiveness were satisfied, including, among other things, that all gaming regulatory approvals and consents required for the Plan's effectiveness were obtained. The Plan enabled the Predecessors' casinos to emerge from bankruptcy under an improved capital structure, while still being able to continue operations in the ordinary course of business.

Bankruptcy Filing—Adamar

        Despite the efforts of the Trustee, no acceptable third-party offer was made to acquire Tropicana AC. Accordingly, the Trustee began a dialogue with the steering committee of the OpCo Lenders (the "Steering Committee"). At a meeting of the NJ Commission conducted on February 18, 2009, the Steering Committee advised the NJ Commission that the OpCo Lenders were willing to make a credit bid (the "Credit Bid") to acquire Tropicana AC, meaning that the OpCo Lenders would offer to exchange a portion of the OpCo Credit Facility (as defined in the Plan) for ownership of Tropicana AC. Thereafter, the Steering Committee, the Trustee and Predecessors negotiated the terms of an asset purchase agreement (the "Asset Purchase Agreement").

        On April 29, 2009, the NJ Commission approved the final form of the Asset Purchase Agreement and the NJ Commission gave the Trustee permission to cause Adamar to file for bankruptcy protection and pursue an auction sale of Tropicana AC pursuant to 11 U.S.C. §363 utilizing the Asset Purchase Agreement as the first bid to acquire the Tropicana AC (the "Sale"). On April 29, 2009, the Asset Purchase Agreement was executed. Pursuant to the Plan, the portion of the TE Senior Secured Credit Facility used to make the Credit Bid would not be cancelled but would instead, pursuant to the Plan, remain outstanding on the Effective Date for purposes of the Credit Bid.

        On April 29, 2009, the Tropicana AC Parties filed the Adamar Bankruptcy Cases. On June 12, 2009, the New Jersey Bankruptcy Court entered an order that, among other things, approved the sale by Adamar of all of the property owned or controlled by Adamar relating to Tropicana AC to the OpCo Lenders, free and clear of all claims, encumbrances (as defined in the June 12, 2009 order of the New Jersey Bankruptcy Court) and interests (other than assumed liabilities and permitted encumbrances identified in the Asset Purchase Agreement) pursuant to the terms of the Asset Purchase Agreement (the "New Jersey Sale Order").

        On August 26, 2009, the NJ Commission ruled that we were permitted to apply to the NJ Commission to become a holding company of a subsidiary which would acquire Tropicana AC pursuant to the terms of the Asset Purchase Agreement.

        As a result of the NJ Commission's August 26, 2009 ruling, which cleared the way for Tropicana AC to be owned by a subsidiary of ours, the parties to the Asset Purchase Agreement agreed to amend and restate the Asset Purchase Agreement to provide that, among other things, Tropicana AC would be acquired by Tropicana Atlantic City Corp. ("Trop AC Corp."), a subsidiary of ours, pursuant to the terms of the amended and restated Asset Purchase Agreement (the "Amended and Restated Purchase Agreement"), a modified New Jersey Sale Order and the Plan. The New Jersey Bankruptcy Court entered an order approving the Amended and Restated Purchase agreement on October 29, 2009 (the "NJ Sale Order"). The Bankruptcy Court entered an order approving the Amended and Restated Purchase Agreement on November 4, 2009 (the "Delaware Sale Order"). On November 19, 2009 the NJ Commission approved the terms of the Amended and Restated Purchase Agreement, approved Adamar entering into the Amended and Restated Purchase Agreement, and approved the Plan of Reorganization as amended to accommodate changes as a consequence of the parties entering into the Amended and Restated Purchase Agreement.

        The Tropicana AC Parties operated as debtors-in-possession pending the Sale. No plan of reorganization was proposed in the Adamar Bankruptcy Cases due to the Sale. The Sale was

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consummated and became effective on March 8, 2010, at which time we acquired Tropicana AC and the OpCo Lenders each received their pro rata portion of 12,901,947 shares of our Common Stock in exchange for their Credit Bid (the "Tropicana AC Shares"). Carl C. Icahn, through several of its affiliates, became the beneficial owner of approximately 47.5% the TE Senior Secured Credit Facility, and as such, received approximately 47.5% of the Tropicana AC Shares on the Effective Date.

Restructuring Transactions

        Pursuant to the Plan, prior to and on the Effective Date, certain of the Restructuring Transactions were consummated and the Company acquired from the Predecessors certain subsidiaries of TEH (but, as previously indicated, did not acquire Tropicana LV, Tahoe Horizon, and related assets), the Affiliate Guarantors, and the assets of certain Predecessors, in exchange for (a) the issuance of shares of our common stock (the "Common Stock"), interests in the Litigation Trust and warrants to purchase an additional 3,750,000 shares of our Common Stock (the "Ordinary Warrants") and (b) the assumption of certain liabilities of TEH, its subsidiaries subject to the Restructuring Transactions and the Affiliate Guarantors incurred after the Petition Date, to the extent not paid on or prior to the Effective Date (other than income tax liabilities). The Ordinary Warrants have a four year and six month term, and have an exercise price of $52.44 per share. Also, pursuant to the Amended and Restated Purchase Agreement, on the Effective Date, the Company acquired the assets of Tropicana AC and certain subsidiaries.

        On the Effective Date, the OpCo Lenders were issued 12,098,053 shares of Common Stock, in addition to the 12,901,947 Tropicana AC Shares they received in connection with the Sale, while holders of the TE Notes and holders of general unsecured claims will receive upon reconciliation of the amounts of their respective claims, Ordinary Warrants and beneficial interests in the Litigation Trust in exchange for all of their claims against the Predecessors. As a result, the OpCo Lenders became the stockholders of the Company on the Effective Date. Carl C. Icahn, through several of his affiliates, became the beneficial owner of approximately 47.5% of our shares of Common Stock and as of March 8, 2010 ultimately controlled approximately 47.5% of our outstanding Common Stock. No other stockholder beneficially owns more than 5% of the outstanding shares of our Common Stock.

        In addition, under the Plan of Reorganization as amended, the Company entered into a senior secured credit facility in the aggregate amount of $150 million (the "Exit Facility"). The Exit Facility 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 agreement governing the Exit Facility also obligated the Company to issue 1,312,500 warrants to purchase our Common Stock at a strike price of a $0.01 to participating lenders on the Effective Date (the "Penny Warrants" and, together with the "Ordinary Warrants," the "Warrants"). The Exit Facility was entered into on December 29, 2009 and the Term Loan Facility was fully drawn on the Effective Date. The proceeds of the Term Loan Facility were used to repay certain indebtedness, including 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. Entities affiliated with Mr. Icahn are lenders under the Exit Facility and hold over 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. On March 9, 2010, affiliates of Mr. Icahn that participated as Exit Facility lenders exercised their Penny Warrants which raised Mr. Icahn's ultimate control over our Common Stock on that date to 49.1% of the shares issued and outstanding.

        The Plan of Reorganization, as amended, also provided for, among other things:

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the termination of all indebtedness under the TE Senior Secured Credit Facility, except for a portion of indebtedness that was terminated upon the consummation of the Amended and

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Restated Purchase Agreement, pursuant to the Credit Bid, the NJ Sale Order and the Delaware Sale Order;

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the cancellation of all TE Notes;



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the cancellation of approximately $150.0 million of other pre-petition indebtedness;



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payment in full of the DIP Credit Facility;



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payment in full of all Allowed Administrative Claims (as defined in the Plan);



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payment in full of all Allowed Priority Tax Claims (as defined in the Plan);



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payment in full of all Allowed Other Priority Claims (as defined in the Plan); and



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reinstatement, payment in full, or satisfaction in full by return of collateral of all Allowed Other Secured Claims (as defined in the Plan).

        The Restructuring Transactions contemplated by the Plan involved the following steps. Certain of the Predecessors formed the Company, New Tropicana Holdings, Inc. ("New Tropicana Holdings"), a Delaware corporation, New Tropicana OpCo, Inc. ("New Tropicana OpCo"), a Delaware corporation, and Trop AC Corp. Trop AC Corp formed a wholly owned subsidiary, Tropicana AC Sub, a New Jersey corporation. Capitalized terms used in this section not otherwise defined have the meaning set for in the Plan.

Prior to the Effective Date, the following actions occurred:

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New Tropicana Holdings entered into a subscription agreement with and became a wholly owned subsidiary of TEH; New Tropicana OpCo entered into a subscription agreement with, and became a wholly owned subsidiary of New Tropicana Holdings;



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New Tropicana OpCo formed two wholly owned Nevada limited liability companies ("LLCs") ("New St. Louis Riverboat LLC" and "New Jazz Enterprises LLC");



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Jazz Enterprises, Inc. ("Jazz Enterprises"), Tropicana Express, Inc. and Aztar Indiana Gaming Corporation ("Aztar IN Gaming Corp," and "Aztar IN Gaming LLC" after such conversion) merged into, and in the case of Ramada New Jersey Holdings Corporation ("Ramada Holdings") merged into, from corporations to limited liability companies ("LLCs") by operation of state law (unless otherwise noted herein, references to entities will include the same defined term before and after the conversion to LLCs);



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Aztar distributed 1% of the LLC interests of Tropicana Express, Inc. to TE;



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TE formed St. Louis Riverboat LLC, a Missouri LLC; and



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St. Louis Riverboat Entertainment, Inc. ("St. Louis Riverboat") merged with and into St. Louis Riverboat LLC.

On the Effective Date, the following actions occurred in the following order:

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CP Baton Rouge Casino, LLC ("Baton Rouge") contributed all of its assets (other than the LLC interests of Jazz Enterprises and Centroplex Centre Convention Hotel LLC ("Centroplex"), stock of Argosy of Louisiana, Inc. ("Argosy"), receivables due from other Debtors ("Intercompany Receivables"), and Insider Causes of Action) to Jazz Enterprises; Argosy contributed all of its assets (other than the partnership interest in Catfish Queen Partnership in Commendam ("Catfish Queen"), Intercompany Receivables, and Insider Causes of Action) to Catfish Queen; and TEH contributed all of its assets (other than the LLC interests of Tropicana

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Entertainment Intermediate Holdings, LLC, Intercompany Receivables, and Insider Causes of Action) to Tropicana Entertainment Intermediate Holdings, LLC;

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Aztar contributed all of its assets (other than the stock of Ramada New Jersey Holdings Corporation, Aztar Development Corporation, and Aztar MO Gaming Corporation; the LLC interests of Aztar IN Gaming LLC, Tropicana Express, Inc., and Tropicana Las Vegas Holdings LLC; Intercompany Receivables; and Insider Causes of Action) to Tropicana Express, Inc.; Aztar MO Gaming Corporation and Aztar IN Gaming LLC contributed all of their assets (other than the LLC interests of Aztar Riverboat Holding Company LLC ("Aztar Riverboat Holding"), Intercompany Receivables, and Insider Causes of Action) to Aztar Riverboat Holding; and Tropicana Entertainment Intermediate Holdings LLC contributed all of its assets (other than the LLC interests of TE, Intercompany Receivables, and Insider Causes of Action) to TE;



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TE contributed all of its assets (other than the stock of Aztar and Tropicana Finance Corp.; the LLC interests of Greenville Riverboat LLC ("Greenville"), Baton Rouge, Tahoe Horizon, LLC ("Tahoe Horizon"), St. Louis Riverboat, Columbia Properties Tahoe, LLC ("MontBleu"), Columbia Properties Laughlin, LLC ("CP Laughlin"), CP St. Louis Casino, LLC ("CP St. Louis Casino") and Tropicana Express, Inc.; Intercompany Receivables; and Insider Causes of Action) to Tahoe Horizon;



•

Aztar Riverboat Holding assumed all of the liabilities of Aztar Indiana Gaming Company, LLC ("Aztar IN Gaming Company") that were subject to compromise under the Plan; and Argosy and Jazz Enterprises assumed (in proportion to their partnership interests in Catfish Queen) all of the liabilities of Catfish Queen that were subject to compromise under the Plan;



•

Baton Rouge assumed all of the liabilities of Centroplex that were subject to compromise under the Plan; and Aztar MO Gaming Corporation and Aztar IN Gaming LLC assumed (in proportion to their ownership of Aztar Riverboat Holding) all of the liabilities of Aztar Riverboat Holding that were subject to compromise under the Plan (including those assumed by Aztar Riverboat Holding pursuant to the previous paragraph);



•

TE assumed all of the liabilities of Tahoe Horizon, MontBleu, and CP Laughlin that were subject to compromise under the Plan; Aztar and TE assumed (in proportion to their ownership of Tropicana Express, Inc.) all of the liabilities of Tropicana Express, Inc. that were subject to compromise under the Plan;



•

The Company made a capital contribution of its Common Stock to New Tropicana Holdings, a portion of which was then contributed to New Tropicana OpCo;



•

The Company made a capital contribution of its Common Stock to Trop AC Corp., and Trop AC Corp. made a capital contribution of the Company's Common Stock to Trop AC Sub;



•

New Tropicana OpCo immediately contributed the Company's Common Stock to New St. Louis Riverboat LLC and to New Jazz Enterprises LLC;



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TE transferred all of its Intercompany Interest in Greenville and 100% of the Intercompany Interests of Tahoe Horizon, MontBleu, CP Laughlin, and CP St. Louis Casino to New Tropicana OpCo in exchange for the Company's Common Stock;



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TE transferred all of its Intercompany Interest in Tropicana Express, Inc. to New Tropicana Holdings in exchange for the Company's Common Stock;



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Aztar transferred all of its Intercompany Interests in Tropicana Express, Inc. to New Tropicana OpCo in exchange for the Company's Common Stock;

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•

St. Louis Riverboat transferred 100% of its assets to New St. Louis Riverboat LLC in exchange for the Company's Common Stock and the assumption by New St. Louis Riverboat LLC of certain of the operating liabilities of St. Louis Riverboat;



•

Baton Rouge transferred 100% of the Intercompany Interests of Centroplex to New Tropicana OpCo in exchange for the Company's Common Stock;



•

Jazz Enterprises transferred 100% of its assets (other than Intercompany Receivables and Insider Causes of Action) to New Jazz Enterprises LLC in exchange for the Company's Common Stock and the assumption by New Jazz Enterprises LLC of certain of the operating liabilities of Jazz Enterprises;



•

Argosy transferred 1% of the Intercompany Interests in Catfish Queen to New Tropicana Holdings and any remaining Intercompany Interests in Catfish Queen that it held to New Tropicana OpCo, both in exchange for the Company's Common Stock;



•

Aztar IN Gaming LLC transferred 1% of the Intercompany Interests in Aztar Riverboat Holding to New Tropicana Holdings and 69% of the Intercompany Interests in Aztar Riverboat Holding to New Tropicana OpCo, both in exchange for the Company's Common Stock; Aztar MO Gaming Corporation transferred the remaining 30% of such Intercompany Interests to New Tropicana OpCo in exchange for the Company's Common Stock;



•

TE, Baton Rouge, Argosy, Jazz Enterprises, St. Louis Riverboat, Aztar, Aztar MO Gaming Corporation, and Aztar IN Gaming LLC distributed the Company's Common Stock that such Entities received from New Tropicana OpCo and New Tropicana Holdings to Holders of Claims entitled to receive the Company's Common Stock in accordance with the Plan in partial payment of such Claims;



•

The OpCo debtors contributed the Insider Causes of Action to the Litigation Trust for the benefit of Holders of Claims entitled to receive the Litigation Trust Proceeds in accordance with the Plan in partial payment of such Claims;



•

Existing Interests in JMBS Casino LLC, Columbia Properties Vicksburg LLC, and CP Laughlin Realty LLC were cancelled and new LLC interests in each LLC were issued to New Tropicana OpCo;



•

Any remaining Claims subject to compromise were cancelled pursuant to the Plan;



•

Adamar and Manchester sold to the Company, and the Company directed Adamar and Manchester to transfer, assign, convey and deliver to Trop AC Corp. all of the Adamar Assets in exchange for the Company's Common Stock and assumption of certain liabilities; Ramada Holdings sold, transfer, assigned conveyed and delivered to Trop AC Sub all of the Ramada Holdings Assets in exchange for the Company's Common Stock and the assumption of certain liabilities; Atlantic Deauville Inc. and Adamar Garage Corporation sold, transferred, assigned, conveyed, and delivered to Trop AC Sub all of the atlantic assets in exchange for the Company's Common Stock and the assumption of certain liabilities; and Ramada New Jersey, Inc. sold, transferred, assigned, conveyed, and delivered to Trop AC Sub all of the Ramada Assets in exchange for the Company's Common Stock and the assumption of certain liabilities, in each case pursuant to and in accordance with the terms of the Amended and Restated Purchase Agreement; and



•

Adamar, Manchester, Ramada Holdings, Atlantic Deauville Inc., Adamar Garage Corporation, and Ramada New Jersey, Inc. sold, transferred, and delivered (and directed the Company and Trop AC Sub to deliver, and the Company and Trop AC Sub delivered) to the Holders of Allowed OpCo Credit Facility Claims, the Company's Common Stock pursuant to and in accordance with the terms of the Amended and Restated Purchase Agreement.

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        Pursuant to the Restructuring Transactions our corporate structure is as follows:

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Properties and Segments

        The Predecessors and Adamar viewed each city in which their casino properties are located as an operating segment and reported their results of operations separately for each city in which their casino properties were located. The following describes each property that we acquired by their segment. For a discussion of the historical financial results of the Predecessors and Adamar by operating segment, see "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations."

Atlantic City, New Jersey

Tropicana AC

        Tropicana AC is situated on a 14-acre site with approximately 660 feet of ocean frontage along the Boardwalk in Atlantic City, New Jersey. The property features 2,129 hotel rooms and suites, approximately 3,158 slot machines, 135 table games, 35 poker tables and 13 restaurants and bars. The property also features The Quarter, a Havana-themed, more than 200,000 square foot, Las Vegas-style indoor entertainment and retail center, including 15 restaurants, 25 shops and an IMAX theatre. Other amenities include a 2,000-seat showroom, a full service spa and salon, a health club and indoor pool, a beach and pool bar and approximately 120,000 square feet of meeting and convention space.

Competition

        Tropicana AC primarily competes with casino and gaming facilities located in New Jersey, Pennsylvania, New York, Maryland and Delaware. The following is a brief summary of competition in these five states.

        Atlantic City Market.    The Atlantic City market primarily serves the New York-Philadelphia-Baltimore-Washington, D.C. corridor with nearly 30 million adults living within a three-hour driving radius. The Atlantic City market is currently the second largest gaming market in the United States, after Las Vegas.

        Competition in Atlantic City is intense and continues to increase. Currently, the 11 casino hotels located in Atlantic City, including Tropicana AC, compete with each other on the basis of customer service, quality and extent of amenities and promotional offers. For this reason, Adamar and its competitors have historically incurred substantial capital expenditures to compete effectively.

        During 2008, certain of Adamar's competitors in Atlantic City completed significant room expansion projects and added other new amenities to their facilities. Trump Entertainment Resorts completed the construction of a new, 782-room hotel tower at the Taj Mahal, the Chairman Tower in October 2008. Revel Entertainment Group ("Revel") continues development on a 20-acre, oceanfront site next to the Showboat Casino Hotel. Revel has announced that it plans to construct an approximate $2 billion mega resort which was originally expected to open in late 2010. While Revel has obtained interim financing allowing it to commence certain work at the site, it has not yet received financing for its complete project. It recently announced that it would slow construction on the project until it can secure long-term financing. At this time we cannot ascertain when and if Revel's project will be completed.

        We believe that there are several other sites on the Boardwalk, in the marina district and possibly at Bader Field, a former airport located in Atlantic City, if that area is zoned for gaming, where casino hotels could be built in the future. Additionally, various applications for casino licenses have been filed and announcements with respect thereto have been made from time to time in these areas. Legislation was recently introduced in New Jersey that would lower the requirement for Atlantic City casino/hotel developments to a minimum of 200 rooms from the previous minimum of 500 rooms and lower the required gaming space to 20,000 square feet from the current minimum of 60,000 square feet. These

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smaller, cheaper casinos could revitalize the gaming market in Atlantic City, however, the increased competition and new, modern casino experience could have a detrimental effect on the performance of existing facilities.

        In April 2004, the Atlantic City casinos executed an agreement with the New Jersey Sports and Exposition Authority ("NJSEA") which owns and operates two of the four New Jersey horse race tracks, including the Meadowlands race track. The agreement provides that annual payments made by the casinos to the NJSEA in each of 2004 through 2008 in order to subsidize horse racing would establish a moratorium on the conduct of casino gaming, including video lottery terminals ("VLTs") at any New Jersey race track until January 2009.

        In August 2008, the Atlantic City casinos executed a new agreement with the NJSEA (the "2008 NJSEA Subsidy Agreement"). The 2008 NJSEA Subsidy Agreement provides that substantial annual payments made by the casinos to the NJSEA in 2008 through 2011 in order to subsidize horse racing would establish a moratorium on the conduct of casino gaming, including VLTs at any New Jersey race track until December 31, 2011.

        We cannot ascertain at this time the effects that any new projects could have on the Atlantic City gaming market. However, future developments and expansions could have a material adverse effect on our business and operations.

        Pennsylvania.    In July 2004, the Pennsylvania legislature enacted the Race Horse Development and Gaming Act which authorizes the Pennsylvania Gaming Control Board to permit a total of up to 61,000 slot machines in up to fourteen different licensed locations in Pennsylvania, seven at racetracks (each with up to 5,000 slot machines), five at slot parlors (two in Philadelphia, one in Pittsburgh and two elsewhere, each with up to 5,000 slot machines) and two at established resorts (each with up to 500 slot machines). Three of the racetrack sites, Pocono Downs, Philadelphia Park and Chester Downs and three slot parlors, two in Philadelphia and one in Bethlehem, are located in the market area of Tropicana AC. Slot machine operations commenced in late 2006 at the racetracks and, as of December 31, 2009, approximately 11,500 slot machines were operating at these locations. Sands Casino Resort Bethlehem recently opened in May 2009 with approximately 3,250 slot machines. In October 2009, Sugar House Casino commenced construction of its $310 million casino in Philadelphia to include 1,700 slot machines which is anticipated to be completed in August 2010. The other Philadelphia slot parlor is expected to be managed by Wynn Resorts, Limited pursuant to a letter of intent and is subject to approval by the Pennsylvania Gaming Control Board prior to commencing construction. Competition from the Pennsylvania area slot machine facilities that are currently operational has adversely impacted Atlantic City casinos, including Tropicana AC.

        In addition, Pennsylvania approved the legalization of live table games in January 2010. The Pennsylvania Gaming Control Board is in the process of creating a regulatory framework with regard to table games and has estimated that it will take six to nine months before table games can become operational. We believe that the legalization of live table games in Pennsylvania and the potential opening of additional slot parlors could further adversely impact Atlantic City casinos, including Tropicana AC.

        New York.    Pursuant to legislation enacted in 2001, the Division of the Lottery of the State of New York is authorized to permit the installation of VLTs at various horse racing facilities in New York. During 2004, VLT operations commenced at four upstate and western New York racetracks and at a racetrack in Sullivan County, which operates 1,500 VLTs and is considerably closer (approximately 95 miles) to Manhattan. The VLT facility at Yonkers Raceway ("Yonkers") opened in late 2006 and now operates 5,300 VLTs. In addition, several casino operators are currently bidding for a license to operate a proposed 4,500 VLT facility at Aqueduct Racetrack ("Aqueduct"); however, the State of New York has not selected the winning bidder. Once construction begins on the facility, it is expected to take approximately 12 to 14 months to complete. At this time, we cannot ascertain when and if

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construction will begin. Additionally, at various times there have been discussions about allowing VLTs at the Belmont racetrack ("Belmont"). These Yonkers, Aqueduct and Belmont locations are less than fifteen miles from Manhattan.

        The 2001 legislation also authorized the Governor of New York to negotiate compacts authorizing the operation of up to six Native American casino facilities including slot machine gaming. A compact negotiated in 2002 authorized three such facilities located in the western part of New York and outside of Adamar's primary market area. The remaining three Native American casinos, if developed, are required by law to be located in either Sullivan County or Ulster County, adjoining counties less than 100 miles northwest of Manhattan. Competition from the VLT facilities at Aqueduct Racetrack and Yonkers Raceway and from potential Native American casinos as may be authorized and operated in Sullivan or Ulster County could adversely impact Atlantic City casinos, including Tropicana AC.

        Maryland.    In November 2008, Maryland voters passed a referendum to allow 15,000 slot machines at five locations across that state. The State of Maryland set a February 2009 deadline for bids to operate the five locations and received only four qualified bids to operate slot machines and no one bid for the fifth location. In the initial bids received, potential operators bid for 6,550 of the total potential slot machines available. In September 2009, the first location to win approval was the Ocean Downs Racetrack, which is expected to include 600 slot machines that are anticipated to be in operation by Memorial Day 2010. In October 2009, a second location was approved in Cecil County, which will be developed and managed by Penn National Gaming ("Penn"). Penn has announced plans to build a $97.5 million facility including 1,500 slot machines and is expected to be open by late 2010. Proposals for the two remaining bids, including the two largest casinos envisioned by the state in Anne Arundel County and Baltimore, continue to face obstacles that could delay operations past planned openings in 2011. We believe these facilities in Maryland could adversely impact Atlantic City casinos, including Tropicana AC.

        Delaware.    Tropicana AC competes with Delaware primarily for gaming customers from the Southern New Jersey, Southern Pennsylvania and Delaware regions. In May 2009, Delaware approved sports betting, which is currently limited to parlay wagering on National Football League games, where bettors must win bets on multiple games. In addition, live table game legislation was introduced when the Delaware General Assembly reconvened in January 2010. While Atlantic City's casinos currently offer table games, they are currently not permitted to offer sports betting. We believe the introduction of the limited sports betting in Delaware and the legalization of live table games could adversely impact Atlantic City casinos, including Tropicana AC.

        Tropicana AC has relied on marketing and promotional efforts to compete in the Atlantic City market, and the Adamar Bankruptcy Cases may have a material adverse effect on these efforts going forward.

Evansville, Indiana

Casino Aztar

        Casino Aztar is a large casino hotel and entertainment complex located on over 20 acres along the Ohio River in Evansville, the third largest city in the state of Indiana. The property was the first of 13 casinos to be licensed in the state of Indiana and commenced operations in 1995.

        The property's casino operations are located on the three-deck "City of Evansville" riverboat, a replica of the historic 130-year old Robert E. Lee side-wheel steamboat. The casino features approximately 38,360 square feet of casino space, 894 slot machines, 34 table games and 12 poker tables. The property also features two distinctive hotels with a total of 347 hotel rooms. The Casino Aztar Hotel includes 251 guest rooms and suites, one restaurant, conference rooms and banquet facilities. The Le Merigot, a boutique 96-room hotel with an upscale martini lounge opened in

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December 2006. The 44,000-square-foot pavilion adjacent to the riverboat features three restaurants, an entertainment lounge, a gift shop, a café and players club. The District at Casino Aztar, a $33 million entertainment complex that opened in late 2006, includes seven waterfront acres, two restaurants, a large park area located in front of the pavilion used by Aztar and the community for events and the Le Merigot Hotel. The property also includes a seven-story parking garage and surface parking with a combined total of 2,100 parking spaces.

        A 1.4 million adult population living within a 90-mile radius of the Casino Aztar provides a stable, local customer base. Over 60% of the Casino Aztar's business is generated from customers within a 50-mile radius. Customers are primarily drawn from local tri-state area of southern Indiana, southeastern Illinois, northwestern Kentucky and northern Tennessee.

Competition

        As the only casino within a 90-mile radius of Evansville, Casino Aztar enjoys a prime location. Its nearest direct competitor, French Lick Casino is located 91 miles to the northeast. Other competitors include: Horseshoe Southern Indiana located 111 miles east; Harrah's Metropolis located 142 miles southwest; Harrah's St. Louis located 172 miles northwest; Indiana Live located 217 miles northeast; and Hoosier Park located 267 miles northeast. To a lesser extent, Casino Aztar also competes with a satellite off-track betting facility, Indiana Downs, located near Indianapolis, Indiana.

        Legislation to bring casino gambling to neighboring Kentucky has been intermittently introduced dating back to 1988 and now Kentucky is bordered by five states with legalized gaming, which may put additional pressure on Kentucky legislators to legalize gaming. State leaders have debated for years whether Kentucky, a state with a long tradition of betting on horse races, can offer casino-style gambling at racetracks. In June 2009, the Governor of Kentucky called lawmakers into a special session to address significant projected state budget deficits and added a proposal to legalize slot machines at racetracks. House lawmakers voted to approve the proposal but the legislation was rejected by the Senate Appropriations and Revenue Committee. The efforts to enact enabling legislation in Kentucky are expected to intensify in 2010 following the approval of four casinos by Ohio voters in the November 3, 2009 election. Ellis Park, a thoroughbred racetrack in Henderson, Kentucky is located approximately eight driving miles south of Casino Aztar. The racetrack traditionally conducts live racing from July 4^th to September 1^st every year. The racetrack has recently faced financial challenges and whether Ellis Park can vie for slot machines is still unclear. The financial results of Casino Aztar could be adversely affected if gaming is legalized in Kentucky in the future.

        Casino Aztar has relied on branding and marketing efforts to compete in this market, and the recent Chapter 11 Cases may have a material adverse effect on these efforts going forward.

Laughlin, Nevada

Tropicana Express

        Tropicana Express is located on an approximately 31-acre site on Casino Drive, Laughlin's principal thoroughfare, with a train theme prevalent throughout the property. Tropicana Express features approximately 969 slot machines, 20 table games, 6 poker tables, a race and sports book and 1,495 hotel rooms. Non-gaming amenities include a train-shaped, heated outdoor swimming pool, seven restaurants, three full service bars, an entertainment lounge with live music, a premium lounge for high-end players, a 800 seat multi-purpose show room and concert hall, meeting space, retail stores, an arcade and a covered parking structure. The property recently remodeled 1,200 hotel rooms, including premium bedding and linen, which we believe positioned those hotel rooms as the highest quality standard room product in the Laughlin market.

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River Palms

        River Palms is located on an approximately 35-acre site also on Casino Drive, with approximately 1,300 feet of frontage on the Colorado River. River Palms features approximately 777 slot machines, 13 table games, a 200 seat bingo room and a sports book. Non-gaming amenities include 1,000 hotel rooms, 10,500 square feet of meeting and convention space, an outdoor pool, a full service spa and beauty salon, a fitness center, three restaurants, three full service bars, a nightclub/comedy club, two entertainment lounges with live music and a covered parking structure.

Competition

        The Tropicana Express and River Palms compete primarily with other Laughlin hotels and casinos located along the Colorado River based on a mix of casino games, personal service, payout ratios, price of hotel rooms, restaurant value and promotions. Tropicana Express and River Palms also compete with casinos in nearby locations, including the Mojave tribe's casino situated eight miles south of Laughlin, Native American casinos in Arizona and California, and numerous casinos in Las Vegas.

        During 2008, one of our direct competitors in the Laughlin market, Aquarius Casino Resort ("Aquarius"), completed a large capital improvement program. Completed capital improvements to the Aquarius include renovations to the casino and common areas, new slot machines, new signage and renovations to suites and standard hotel rooms.

        The Laughlin area is situated in an unincorporated portion of Clark County and is located in the southerly portion of the State of Nevada. Laughlin is located along the west side of the Colorado River, which forms the boundary between Nevada and Arizona. Las Vegas is located approximately 97 miles to the north via U.S. Highway 95. Los Angeles is approximately 300 miles west with access being provided by Interstate 40 and Interstate 15. Flagstaff, Arizona is approximately 180 miles east via Interstate 40 while Phoenix, Arizona is approximately 185 miles southeast of Laughlin. The Laughlin market is a value-oriented destination for travelers seeking an alternative to the fast-paced Las Vegas experience. The Laughlin properties target the customer in this market seeking great value, a breadth of amenities and friendly service in their gaming, lodging, dining and entertainment experiences.

        Tropicana Express and River Palms have relied on marketing and promotional efforts to compete in this market, and the Chapter 11 Cases may have a material adverse effect on these efforts going forward.

Lake Tahoe, Nevada

MontBleu

        MontBleu is situated on approximately 21 acres in South Lake Tahoe, across Highway 50 from the Edgewood Golf Club. In May 2006, an extensive re-branding and refurbishment of the property's casino, lobby, retail facilities, restaurants and nightclubs was completed. The property features a 437-room hotel tower and approximately 45,000 square feet of casino space, with approximately 611 slot machines, 25 table games and 6 poker tables, as well as a race and sports book. The property also offers guests a choice of three restaurants and various non-gaming amenities, including retail shops, two nightclubs, a 1,500-seat showroom, approximately 14,000 square feet of meeting and convention space, a parking garage, a full service health spa and workout area, an indoor heated lagoon style pool with whirlpool, and a wedding chapel that seats up to 120. MontBleu draws customers primarily from the northern California and northern Nevada markets.

Competition

        The South Lake Tahoe area consists of five casino properties including MontBleu and Tahoe Horizon. Two Harrah's casino properties, Harvey's Resort Hotel and Harrah's Casino Hotel, are the

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largest competitors in this market. The fifth property, The Lakeside Inn, is primarily a casino catering to local residents with an attached motor lodge catering to overnight visitors There are also three other casinos on the North Shore of Lake Tahoe, which are approximately 25 miles from the South Lake Tahoe market. There are also numerous casinos in located in Reno, Nevada, which is approximately 60 miles from South Lake Tahoe and several in the Carson City, Nevada, market which is approximately 30 miles from South Lake Tahoe. In addition, gaming revenues in the South Lake Tahoe area are directly and adversely affected by the ongoing proliferation of Native American gaming in northern California. Native American casinos, including the Cache Creek in Brooks, Jackson Ranchero in Jackson, Thunder Valley Casino in Auburn and Red Hawk Casino located on Highway 50 in Placerville, the corridor from the San Francisco/Oakland Bay Area leading into Lake Tahoe, vigorously compete with would-be South Lake Tahoe visitors from northern California and the Pacific Northwest.

        MontBleu has relied on marketing and promotional efforts to compete in this market, and the Chapter 11 Cases may have a material adverse effect on these efforts going forward.

Vicksburg, Mississippi

Vicksburg Horizon

        Vicksburg Horizon is situated in downtown Vicksburg, Mississippi, in close proximity to the Vicksburg Memorial Battlefield Park and within walking distance to the Vicksburg Convention Center. The property features a 297-foot multi-level, antebellum style, dockside riverboat casino housing approximately 382 slot machines. Additional amenities include 117 hotel rooms, a restaurant featuring a comfortable setting and freshly prepared meals with a Southern touch, two covered parking garages as well as additional parking. Vicksburg Horizon attracts both local patrons and patrons primarily from the Jackson, Mississippi, and Monroe, Louisiana areas.

Competition

        Vicksburg Horizon currently competes with four other gaming operations located in Vicksburg, Mississippi. In May 2008, Ameristar Vicksburg completed a casino expansion that added 25,500 square feet of gaming space and a new 1,000-space parking garage. The Ameristar Vicksburg expansion also included a new VIP lounge that opened in July 2008 and two additional restaurants, which opened in September 2008. In October 2008, a new competitor, Riverwalk Casino opened a $100 million casino-hotel in Vicksburg. The Riverwalk facility has a 25,000 square-foot casino, featuring 900 gaming positions and 80 hotel rooms. These new facilities have adversely impacted the financial performance of Vicksburg Horizon and the other facilities operating in the market.

        Several potential gaming sites still exist in or near Vicksburg and from time to time potential competitors have proposed the development of additional casinos. In 2005, the Mississippi Gaming Commission granted preliminary approval for a sixth casino license in the Vicksburg market. One developer has proposed building a $200 million casino facility that would include a 250-room hotel, parking garage and other non-gaming amenities. As originally announced, construction of this project was to begin in early 2006, but development has not yet begun and no new date has been announced.

        The Vicksburg market also faces regional competition from two casinos owned by a Native American tribe near Philadelphia, Mississippi, located about 70 miles east of Jackson and 115 miles east of Vicksburg. Vicksburg is also subject to competition from four casinos and one slots-only racetrack in Shreveport and Bossier City, Louisiana, located approximately 175 miles from Vicksburg, as well as casinos located along the Mississippi Gulf Coast.

        In addition, proposals have been made from time to time to develop other Native American casinos in Louisiana and Mississippi, some of which could be competitive with the Vicksburg market if completed.

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        Vicksburg Horizon has relied on marketing and promotional efforts to compete in this market, and the Chapter 11 Cases may have a material adverse effect on these efforts going forward.

Greenville, Mississippi

Lighthouse Point

        Lighthouse Point is a 210-foot, three-deck, dockside riverboat located in Greenville, approximately 90 miles from Vicksburg, Mississippi. A $4 million renovation was completed in January 2008. The riverboat features a casino on all three floors housing approximately 557 slot machines. The property also includes a dockside facility with a buffet, a deli on the second floor, a bar on each floor and 370 onsite surface parking spaces. Lighthouse Point draws the majority of its customers within a 30-mile radius of Greenville and to a lesser extent Little Rock, Arkansas.

Jubilee

        Jubilee also is located in Greenville, in close proximity to Lighthouse Point. A $4 million renovation was completed in November 2007. The 240-foot, three-deck dockside riverboat features a casino on two floors housing approximately 485 slot machines and 7 table games, with the third floor available for concerts and special events. The property also includes a deli on the first floor and a bar on each floor. A 500-space surface parking lot is located offsite with an additional 200 parking spaces available onsite when the water level is low. The property also owns and operates the Greenville Inn & Suites, a 41 room suite hotel located less than a mile away which offers free shuttle service to and from the Jubilee and Lighthouse Point. Jubilee draws the majority of its customers within a 30 mile radius of Greenville and to a lesser extent the Little Rock, Arkansas, area.

Competition

        Jubilee, Lighthouse Point and privately owned Harlow's Casino are currently the only licensed riverboat gaming facilities in the Greenville market. Harlow's Casino opened in November 2007 with a total project cost of $70 million, and features approximately 1,000 gaming positions and 105 hotel rooms. This new facility has adversely impacted the financial performance of the Greenville properties.

        To a lesser extent, the Greenville market also competes with the Vicksburg market which is 90 miles to the south and the Tunica, Mississippi market which is 115 miles to the northeast.

        Lighthouse Point and Jubilee have relied on marketing and promotional efforts to compete in this market, and the Chapter 11 Cases may have a material adverse effect on these efforts going forward.

Baton Rouge, Louisiana

Belle of Baton Rouge

        Belle of Baton Rouge is located on the Mississippi River in the downtown historic district of Baton Rouge, across from the River Center, a 70,000 square foot convention center. The three-deck, dockside riverboat casino features approximately 907 slot machines, 22 table games and 6 poker tables. Non-gaming amenities include 300 hotel rooms, 14,000 square feet of meeting and convention space, an outdoor pool, a fitness center, three restaurants, a sports bar, an entertainment venue and a 50,000-square-foot glass atrium enclosing a lush tropical lobby. A new 326 space parking garage opened in June 2008, creating a convenient parking facility. The City of Baton Rouge is also contemplating three new hotels at the River Center to open in 2011, which we believe would drive additional traffic to the property. Baton Rouge is located 75 miles north of New Orleans and is believed to rival New Orleans as the largest city in Louisiana. The city has experienced significant growth in recent years, particularly after Hurricane Katrina struck the nearby New Orleans region in 2005. Approximately 90% of the Belle of Baton Rouge customer base resides within a 45 mile radius of the property.

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Competition

        Belle of Baton Rouge is currently one of two licensed dockside riverboat gaming facilities operating in Baton Rouge. The other riverboat facility, Hollywood Casino Baton Rouge, is owned by Penn.

        Belle of Baton Rouge also faces competition from land-based and riverboat casinos throughout Louisiana and on the Mississippi Gulf Coast, from casinos on Native American lands and from non-casino gaming opportunities within Louisiana. It faces competition from eleven casinos on the Mississippi Gulf Coast, which is approximately 120 miles east of Baton Rouge; many of these casinos are destination resorts that attract customers from the Baton Rouge area. Subsequent to Hurricane Katrina, Mississippi Gulf Coast casinos have been allowed to operate as land-based facilities. In addition to the Hollywood Casino Baton Rouge, Belle of Baton Rouge also faces competition from two locations in New Orleans, which is approximately 75 miles from Baton Rouge, in the form of two major riverboat casinos and one land-based casino. In addition, there are also three Native American casinos in Louisiana. The two closest Native American casinos are land-based facilities located approximately 45 miles southwest and approximately 65 miles northwest of Baton Rouge. Belle of Baton Rouge also faces competition from a racetrack located approximately 55 miles from Baton Rouge operating approximately 1,500 gaming machines. Approximately 3,000 video poker machines located in truck stops, restaurants, bars and off-track betting facilities located in certain surrounding parishes provide additional competition.

        Another gaming operator, Pinnacle Entertainment ("Pinnacle") received approval from the Louisiana Gaming Control Board ("LGCB") for a third riverboat casino in Baton Rouge that was subject to a local option referendum subsequently approved by East Baton Rouge Parish voters in February 2008. In October 2008, the LGCB approved the architectural plans for Pinnacle's planned $250 million Baton Rouge casino-hotel resort, Riviere Place. Riviere Place will be located on 575 acres of land approximately eight miles southeast of downtown Baton Rouge, and is expected to have 1,300 slot machines and 50 table games. The project is currently in the design phase and construction is expected to commence in May 2010 with a projected opening in late 2011. Pinnacle has also announced plans to renovate its Boomtown New Orleans property and expand its L'Auberge du Lac property, in Lake Charles, Louisiana, adding hotel room capacity and a second riverboat casino. If the projects receive the remaining local approvals and entitlements, and if Pinnacle proceeds with the construction of the Riviere Place, it may have a material adverse effect on Belle of Baton Rouge.

        Belle of Baton Rouge has relied on marketing and promotional activities to compete effectively in this market, and the Chapter 11 Cases may have a material adverse effect on these efforts going forward.

Competition in General

        We own land-based and riverboat casino facilities in a number of United States casino entertainment jurisdictions. We compete with numerous casinos and casino hotels of varying quality and size in the market areas where their properties are located and with other forms of legalized gaming in the United States, including state-sponsored lotteries, racetracks, jai alai, off-track wagering, video lottery and video poker terminals and card parlors. We also compete with other non-gaming resorts and vacation areas, and with various other entertainment businesses. The casino entertainment business is characterized by competitors that vary considerably by their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity.

        In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, we face competition from nearby markets in addition to direct competition within their market areas.

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        With new markets opening for development and decreased spending on leisure activities, in addition to overall economic conditions, competition in existing markets has intensified. Many casino operators have invested in expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets. This expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors has increased competition in many markets in which we compete, and this intense competition is expected to continue. Our properties, on the other hand, have been largely unable to invest in the upkeep and expansion of their properties due to limitations on capital expenditures resulting from the Chapter 11 Cases. Our ability to invest in our properties going forward may continue to be constrained, and going forward we may not be able to compete effectively with casinos that have been modernized or recently expanded.

        Our operating results can be adversely affected by costs associated with advertising and promotions and complimentary services to patrons, the amount and timing of which may be affected by the policies of our properties' competitors and their efforts to keep pace with them. Going forward, if our operating revenues are insufficient to allow us to match the promotions of competitors, the number of our casino patrons may decline, which may have a material adverse effect on our financial performance. In addition, some of our competitors have significantly greater financial resources than we do, and as a result we may not be able to successfully compete with them in the future.

        Our ability to successfully compete is dependent upon our ability to manage our costs and develop and implement strong and effective marketing campaigns both at the individual properties and across our business and invest in, and upgrade, the facilities we own. To the extent we are unable to successfully develop and implement these types of marketing initiatives and invest in and upgrade our facilities, we may not be successful in competing in our markets, which may have a material adverse effect on our financial position.

The Slot Machine Industry in General

        Slot machine revenue represents a substantial portion of our revenue. It is important that we maintain and upgrade our slot machines and systems to keep them competitive with other casinos and attractive to gaming customers. In the past, slot machine sales were dominated by International Gaming Technology ("IGT"), which commanded approximately 75% of the market. A few other companies competed for the remaining 25%. In recent years the slot machine manufacturing industry has become significantly more competitive. It is estimated that IGT is currently shipping less than 50% of all new slot machines while its floor presence in casinos has fallen from approximately 75% to 50%. Three other public gaming manufacturing companies (WMS Industries Inc., Bally Technologies, Inc. and Aristocrat Leisure Limited) have increased floor presence and have significant market share. These companies all have very competitive and successful slot offerings. In addition to these three competitors, there are other providers such as the Atronic Group, Konami Digital Entertainment, Inc., Aruze Corp. and AC Coin & Slot that develop and manufacture slot machines. Currently, we have business relationships with all the slot machine manufacturers or their sales representatives. See "Item 1A—Risk Factors—The concentration and evolution of the slot machine manufacturing industry could impose additional costs on our operations."

Trademarks

        We use a variety of trade names, service marks and trademarks and have all the rights and licenses necessary to conduct our continuing operations. We have registered several service marks and trademarks with the United States Patent and Trademark Office or otherwise acquired the licenses to use those which are material to the conduct of our business. We own the following registered trademarks or service marks: Horizon, MontBleu, River Palms, Aztar, Casino Aztar, Trop, Tropicana, Trop Park and the Quarter. We believe there are no other trademarks or service marks presently at use in our business that are material to its conduct.

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        Certain parties affiliated with the new owners of the Tropicana LV (the "Plaintiffs") filed a declaratory judgment action in the District Court, Clark County, Nevada, on July 20, 2009, seeking a declaratory judgment that Tropicana LV may operate a hotel and casino under the name "Tropicana" without any interference by or payment to Aztar or TE (together, the "Defendants"). See "Item 3—Legal Proceedings." During the course of proceedings, the Plaintiffs and Defendants have each filed a motion for summary judgment claiming ownership of the "Tropicana" trademark. If the Plaintiffs are successful, 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. We are continuing to contest the suit.

Seasonality

        Our cash flows from operating activities are seasonal in nature. Operating results are traditionally the strongest in the first quarter and traditionally the weakest during the fourth quarter. Any excess cash flows achieved from operations during the peak seasons is used to subsidize non-peak seasons. Performance in non-peak seasons is usually dependent on favorable weather and a long-weekend holiday calendar. In the event that we are not able to generate excess cash flows during the peak seasons, we may not be able to fully subsidize non-peak seasons.

Environmental Matters

        Now that the Restructuring Transactions have been consummated, we have to address, and are liable for, hazardous materials or contamination on our properties. Some of our properties currently have or had in the past underground fuel storage tanks and construction materials containing asbestos. We may become liable for contamination on our properties that was caused by former owners or operators. Our ongoing operations are subject to stringent regulations relating to protection of the environment and handling of waste, particularly with respect to the management of wastewater from the facilities. See "Item 1A—Risk Factors—Noncompliance with environmental, health and safety regulations applicable to our hotels and casinos could adversely affect our results of operations."

Governmental Regulation

General Governmental and Gaming Regulations

        The following is a summary of the provisions of the laws and regulations applicable to our gaming operations and other laws and regulations applicable to us. The summary does not purport to be a full description thereof and is qualified in its entirety by reference to such laws and regulations.

        The ownership and operation of our gaming facilities is subject to pervasive regulation under the laws and regulations of each of the five states in which we operate including Nevada, New Jersey, Mississippi, Indiana and Louisiana. Gaming laws generally are based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws also may be designed to protect and maximize state and local revenues derived through taxes and licensing fees imposed on the gaming industry participants as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry meet certain standards of character and fitness. In addition, gaming laws generally require gaming industry participants to:

•

establish and maintain responsible accounting practices and procedures;



•

maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;

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•

maintain systems for reliable record keeping;



•

file periodic reports with gaming regulators;



•

ensure that contracts and financial transactions are commercially reasonable, reflect fair market value, and are arm's-length transactions entered into with suitable persons;



•

establish procedures designed to prevent cheating and fraudulent practices; and



•

establish programs to promote responsible gaming.

        Typically, a state regulatory environment is established by statute and is administered by a regulatory agency with broad discretion to regulate, among other things, the affairs of owners, managers and persons with financial interests in gaming operations. Among other things, gaming authorities in the various jurisdictions in which we operate:

•

adopt rules and regulations under the implementing statutes;



•

interpret and enforce gaming laws, rules and regulations;



•

impose disciplinary sanctions for violations, including fines and penalties;



•

review the character and fitness of participants in gaming operations and make determinations regarding their suitability or qualification for participation and licensure;



•

grant licenses for participation in gaming operations;



•

collect and review reports and information submitted by participants in gaming operations;



•

review and approve certain transactions, such as acquisitions or change-of-control transactions, of gaming industry participants, securities offerings and debt transactions engaged in by such participants; and



•

establish and collect fees and taxes.

        Any change in the laws or regulations of a gaming jurisdiction could have a material adverse effect on our gaming operations.

Licensing

        Gaming laws require us and certain of our subsidiaries, as well as our directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key employees and, in some cases, certain of our shareholders, (with respect to corporations), members (with respect to limited liability companies), and holders of debt securities, to obtain licenses, findings of suitability or other approvals from gaming authorities. Licenses or findings of suitability typically require a determination that the applicant is suitable or otherwise qualifies to hold the license or the finding of suitability necessary to hold equity, debt securities or position with the gaming licensee or its affiliated entities. Where not mandated by statute, rule or regulation, gaming authorities generally have broad discretion in determining who must come forward for suitability and whether an applicant qualifies for licensing or should be deemed suitable or otherwise qualified.

        To determine whether to grant a license or findings of suitability to an entity to conduct gaming operations, gaming authorities generally consider the following factors (which vary among the jurisdictions in which we operate):

•

the financial stability, integrity, and responsibility of the applicant, including whether the operation is adequately capitalized in the state and exhibits the ability to maintain adequate insurance levels;



•

the quality of the applicant's casino facilities;

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•

the amount of revenue to be derived by the applicable state from the operation of the applicant's casino;



•

the applicant's practices with respect to minority hiring and training;



•

the effect on competition and general impact on the community; and



•

the good character, honesty and integrity of the applicant and its parent entities.

        Many gaming jurisdictions limit the number of licenses granted to operate casinos within the state, and some states limit the number of licenses granted to a single gaming operator. Licenses under gaming laws generally are not transferable. Licenses in most of the jurisdictions in which we conduct gaming operations are granted for limited durations and require renewal from time to time. The failure to obtain or renew any of our licenses could have a material adverse effect on our gaming operations.

        In evaluating individual applicants, gaming authorities generally consider the individual's business probity and casino experience, the individual's reputation for good character, honesty, and integrity, the individual's criminal history and the character and reputation of those with whom the individual associates.

Findings of Qualification and Suitability Determinations

        As noted above, gaming authorities may investigate any individual who has a material relationship to or material involvement with our operations to determine whether such individual is suitable or should be licensed or found suitable as a business associate of a gaming licensee. In many of the jurisdictions in which we operate, our directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key employees must file applications with the gaming authorities and may be required to be licensed, qualify, or otherwise be found suitable. Qualification and suitability determinations generally require the submission of detailed personal and financial information followed by a thorough investigation. The applicant must pay all the costs of the investigation. Changes with respect to the individuals who occupy licensed positions must be reported to gaming authorities and—in addition to their authority to deny an application for licensure, qualification, or a finding of suitability—gaming authorities have jurisdiction to disapprove a change in a corporate position.

        If one or more gaming authorities were to find that a director, officer (with respect to corporations), manager (with respect to limited liability companies), or other key employee of ours does not qualify, is unsuitable for licensing or is unsuitable to continue having a relationship with us, we may be required to sever all relationships with such person. In addition, gaming authorities may require that we terminate the employment of any person who refuses to file appropriate applications.

        Moreover, in many jurisdictions, certain holders of our debt and equity securities may be required to undergo a suitability investigation similar to that described above. All of the jurisdictions in which we operate require any person who acquires beneficial ownership of more than a certain percentage of voting securities, typically 5%, to report the acquisition to the gaming authorities, and the gaming authorities may require such holders to apply for qualification or a finding of suitability; provided, however, that with very limited exceptions Nevada requires that all equity holders of a private gaming company be found suitable (unless a waiver is obtained). Most jurisdictions provide that "institutional investors" may seek a waiver of these requirements. In such jurisdictions, an "institutional investor" generally is defined as a qualified investor (i.e., certain banks, insurance companies, investment companies or advisors) acquiring and holding voting securities (or non-voting securities in jurisdictions that do not make a distinction between voting and non-voting securities) in the ordinary course of business for investment purposes only, and not for the purpose of causing, directly or indirectly, the election of a majority of the gaming entity's board of directors, any change in such entity's corporate charter, bylaws, management, policies, or operations, or those of any of such entity's affiliates, or the taking of any other action that gaming authorities find to be inconsistent with holding the securities solely for investment purposes. Even if a waiver is granted, an institutional investor generally may not

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take any action inconsistent with its status when the waiver was granted without once again becoming subject to the foregoing reporting and application obligations.

        The definition of an "institutional investor" varies from jurisdiction to jurisdiction. In addition, in order to obtain a qualification waiver, some jurisdictions, including Nevada, Louisiana, Mississippi, Indiana and New Jersey, require an institutional investor to certify to, among other things, its intent and purpose in acquiring and holding an issuer's securities. In Indiana, an institutional investor that acquires, directly or indirectly, the beneficial ownership of 15% or more of a public gaming company's voting securities must apply for a finding of suitability within 45 days of acquiring the securities. A public company generally is one that has a class of securities registered under the Securities Exchange Act of 1934 (the "Exchange Act"). In Mississippi, an institutional investor that acquires beneficial ownership of more than 10%, but not more than 15%, of a public gaming company's voting securities may apply to the Gaming Commission for a waiver of the suitability requirement if the institutional investor holds such voting securities for investment purposes only, and, under certain circumstances, such an investor that has obtained a waiver can hold up to 19% of the voting securities of a public gaming company for a limited period of time and maintain the waiver.

        In Nevada, beneficial owners of more than 10% of a public gaming company's voting securities must apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada State Gaming Control Board mails a written notice requiring the filing of an application for such a finding. However, an institutional investor that beneficially owns more than 10% but not more than 11% of a public gaming company's voting securities as a result of a stock repurchase by the public gaming company may not be required to file such an application. Additionally, an institutional investor that acquires more than 10% but not more than 25% of a public gaming company's voting securities may apply to the Nevada Gaming Commission for a waiver of the suitability if the investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may own more than 25% but not more than 29% of a public gaming company's voting securities and maintain the waiver where the additional ownership results from a stock repurchase by the public gaming company.

        In New Jersey, an institutional investor holding either under 10% of the equity securities of a casino licensee's holding or intermediary companies, or debt securities of a casino licensee's holding or intermediary companies, or another subsidiary company of a casino licensee's holding or intermediary companies which is related in any way to the financing of the casino licensee, where the securities represent a portion of the outstanding debt of the company not exceeding 20% or a percentage of any issue of the outstanding debt of the company not exceeding 50% can be granted a waiver of the qualification requirement by the NJ Commission if the securities are those of a publicly traded corporation and its holdings of such securities were purchased for investment purposes only and the institutional investor provides the NJ Commission with a certification which, among other things, confirms that its holdings of such securities were purchased for investment purposes only. The NJ Commission may grant a waiver of the qualification requirement to an institutional investor holding a higher percentage of such securities upon a showing of good cause and compliance with the certification submission requirement.

        Generally, in each of the jurisdictions in which our subsidiaries operate, any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by gaming authorities that it is required to do so may be denied a license or found unsuitable or unqualified, as applicable. Any holder of equity securities that is found unsuitable or unqualified or denied a license, and who holds, directly or indirectly, any beneficial ownership of a gaming entity's equity securities beyond such period of time as may be prescribed by the applicable gaming authorities may be guilty of a criminal offense. Furthermore, a gaming entity may be subject to disciplinary action if such gaming entity, after receiving notice that a person is unsuitable to be a holder of equity securities or to have any other relationship with such gaming entity or any of its subsidiaries: (i) pays that person any dividend or interest upon the securities; (ii) allows that person to exercise, directly or

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indirectly, any voting right conferred through securities held by that person; (iii) pays remuneration in any form to that person for services rendered or otherwise; or (iv) fails to pursue all lawful efforts to require such unsuitable person to relinquish the securities including, if necessary, the immediate purchase of such securities for the lesser of fair value at the time of repurchase or fair value at the time of acquisition by the unsuitable holder. In the event that disqualified holders fail to divest themselves of such securities, gaming authorities have the power to revoke or suspend the casino license or licenses related to the regulated entity that issued the securities.

        Our certificate of incorporation includes provisions establishing our ability to redeem the securities of unsuitable holders if (i) the holder is determined by a gaming authority, or if we have been notified by the staff of a gaming authority that it will recommend that the gaming authority determine the holder to be, unsuitable, unqualified, or disqualified to own or control such securities or unsuitable to be connected with a person engaged in gaming activities in that jurisdiction, or (ii) the holder is deemed likely to preclude or materially delay, impede, impair or jeopardize the our application for or ability to obtain, right to the use of or ability to reinstate or retain any gaming license, or to result in the imposition of materially burdensome terms of or conditions on any gaming license.

        Some of the gaming jurisdictions in which we operate also require that suppliers of certain goods and services to gaming industry participants be licensed or otherwise approved and require that we purchase and lease gaming equipment, supplies, and services only from such licensed or approved suppliers.

Violations of Gaming Laws

        The gaming authorities in each of the jurisdictions in which our subsidiaries operate may also, among other things, limit, condition, suspend, or revoke a gaming license or approval to own the equity or joint venture interests of any of our operations in such licensing authority's jurisdiction for any cause deemed reasonable by such licensing authority. In addition, if our subsidiaries violate applicable gaming laws, their gaming licenses could be limited, conditioned, suspended, or revoked by gaming authorities, and we and any other persons and entities involved could be subject to substantial fines. Further, gaming authorities may appoint a supervisor or conservator to operate our gaming properties or, in some jurisdictions, take title to our gaming assets. Under certain circumstances, earnings generated during such appointment could be forfeited to the applicable state or states. Furthermore, violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions and, as a result, violations by us of applicable gaming laws in one jurisdiction could have a material adverse effect on all of the our gaming operations. Finally, some gaming jurisdictions prohibit certain types of political activity by a gaming licensee, its directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key people. A violation of such a prohibition may subject the offender to criminal charges and disciplinary action.

Reporting and Record-Keeping Requirements of Gaming Authorities

        We are periodically required to submit detailed financial and operating reports and furnish any other information that gaming authorities may require. Under federal law, we are required to record and submit detailed reports of currency transactions at our casinos involving greater than $10,000 as well as any suspicious activity that may occur at such facilities. Additionally, we are required to maintain a current stock ledger that may be examined by gaming authorities at any time. Moreover, the state of Indiana requires that we submit quarterly reports setting forth those persons who directly or indirectly hold a 1% interest in the legal entity that holds the gaming license. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to gaming authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. In addition, gaming authorities may require that our Common Stock certificates and Warrant certificates bear a legend indicating that the securities are subject to specified gaming laws.

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Review and Approval by Gaming Authorities of Certain Transactions

        Substantially all material loans, leases, sales of securities, and similar financing transactions by us must be reported to, and in some cases approved by, gaming authorities. We may not make a public offering of securities without the prior approval of certain gaming authorities. Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise, are subject to prior approval of gaming authorities. Entities seeking to acquire control of us or one of our subsidiaries must satisfy gaming authorities with respect to a variety of standards prior to assuming control. Gaming authorities may also require controlling stockholders, directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key employees having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed or qualified as part of the approval process relating to the transaction.

        Because of regulatory restrictions, our ability to grant a security interest in any of our gaming assets is limited and subject to receipt of approval by gaming authorities. Some jurisdictions, including Louisiana and Mississippi, prohibit the transfer of a gaming license or the granting of a security interest in the same.

License for Sale of Alcoholic Beverages

        The service and sale of alcoholic beverages at our various casinos are subject to licensing, control, and regulation by various governmental authorities, some of which have the authority to approve all persons owning or controlling stock, and all directors and officers in a manner similar to the gaming suitability determinations discussed above. Although these authorities, with the exception of Mississippi and New Jersey, typically defer to the suitability determinations of the relevant gaming authority in their jurisdiction, they retain the jurisdiction to conduct any investigation and take any regulatory action deemed appropriate under the circumstances. Any holder found to be unsuitable by such an authority must dispose of held securities, and such securities would be subject to repurchase by us, as provided in our certificate of incorporation. In New Jersey, the authority to grant any license for, or to permit or prohibit the presence of, alcoholic beverages in, on, or about any premises licensed as part of a casino hotel is exclusively vested in the NJ Commission.

Other Regulations

        We are subject to various federal, state and local laws and regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters (see "—Environmental Matters"), currency transactions, employees, taxation, zoning and building codes, marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business.

Available Information

        We are required to file annual, quarterly and other current reports and information with the Securities and Exchange Commission (the "SEC"). You may read and copy any materials filed by the Company with the SEC at its Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public from commercial document retrieval services and at the world wide web site maintained by the SEC at http://www.sec.gov.

        Our internet website address is www.tropicanaentertainment.com.

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ITEM 1A.    RISK FACTORS.

        The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, those discussed below as well as those discussed elsewhere in this Annual Report on Form 10-K. Additional risks and uncertainties that management is not aware of or that are currently deemed immaterial may also adversely affect our business operations. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected.

Risks Related to our Business and Industry

Our business has a limited operating history.

        While the Predecessors historically operated our casino gaming properties, we have a limited operating history upon which you can base an evaluation of our business and prospects. As a newly formed corporation formed to acquire the assets of TEH and certain of its subsidiaries, there are substantial risks, uncertainties, expenses and difficulties to which our business is subject. To address these risks and uncertainties, we must do the following, among other things:

•

Successfully execute our business strategy;



•

Respond to competitive developments; and



•

Attract, integrate, retain and motivate qualified personnel.

        There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due. We cannot be certain that our business strategy will be successful, that we will successfully address the risks that face our business or that we will be able to access capital markets if the need arises. In the event that we do not successfully address these risks, our business, prospects, financial condition and results of operations could be materially and adversely affected.

The current state of the financial markets may impact our ability to obtain sufficient financing and credit on a going forward basis which could negatively impact our ability to operate our business.

        In addition to earnings and cash flows from operations, we rely on borrowed money to finance our business, which may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms. Developments in the financial markets that have led to unpredictable federal government intervention in the United States banking system, including the capital crisis in the banking system, a series of rating agency downgrades of subprime United States mortgage-related assets and significant provisions for loan losses recorded by major financial institutions, have resulted in a tightening in the credit markets, a low level of liquidity in many financial markets and other adverse conditions for issuers in fixed income, credit and equity markets. In the recent past, these markets have experienced disruption that had a dramatic impact on the availability and cost of capital and credit. The market interest rate for debt of companies similar to ours has increased dramatically. The United States and other governments have enacted legislation and taken other actions to help alleviate these conditions, although there is no assurance that such steps will have the effect of easing the conditions in credit and capital markets. Therefore, we have no assurance that such steps will facilitate our further access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness. We are unable to predict the likely duration or severity of the disruption in the capital and credit markets, or its impact on the larger

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economy. The disruption in the global credit and financial markets may materially and adversely affect our ability to obtain sufficient financing to operate our business on a going forward basis.

We may be unable to achieve projected financial results as contained in the Plan which could prevent us from servicing our debt obligations.

        We may be unable to meet our projected financial results or achieve projected revenues and cash flows that we have assumed in projecting future business prospects. While the financial projections in the Plan represent management's view based on currently known facts and assumptions about our future operations, there is no guarantee that the financial projections will be realized. To the extent we do not meet our projected financial results or achieve projected revenues and cash flows, we may lack sufficient liquidity to continue operating as planned and may be unable to service our debt obligations as they come due, which could materially adversely affect our business, financial condition and results of operations

        Further, our failure to meet projected financial results or achieve projected revenues and cash flows could lead to cash flow and working capital constraints, which may require us to seek additional working capital. We may not be able to obtain such working capital when it is required. Further, even if we were able to obtain additional working capital, it may only be available on unreasonable terms. For example, we may be required to take on additional debt, the interest costs of which could adversely affect our results of operations and financial condition. If any such required capital is obtained in the form of equity, the equity interests of the holders of the then-outstanding common stock could be diluted.

The bankruptcy filing has had a negative impact on Adamar and the Predecessors' image which may negatively impact our business going forward.

        As a result of the Chapter 11 Cases, the Predecessors and Adamar were the subject of negative publicity which has had an impact on the image of their assets. This negative publicity may have an effect on the terms under which some customers and suppliers are willing to do business with us and could materially adversely affect our business, financial condition and results of operations.

We may incur increased costs in connection with the rejection of certain pre-petition contracts as a result of negotiating new contracts.

        As a result of the Chapter 11 Cases, the Predecessors and Adamar rejected a number of pre-petition contracts with their vendors. We may need to replace some of these vendors going forward, or renegotiate contracts with their existing vendors. We may be unable to find replacement vendors, or negotiate replacement contracts, and the services that we require may not be available at similar terms or at all. For example, the Predecessors rejected their pre-petition food service and delivery contract, and we are continuing to negotiate for a new contract with the same vendor. Vendors may also be required to undergo a suitability investigation. Any inability to replace necessary vendors or negotiate new contracts with existing vendors could materially adversely affect our business, financial condition and results of operations.

We may face potential successor liability for liabilities of the Predecessors not provided for in the Plan.

        As the successor to the Predecessors, we may be subject to certain liabilities of the Predecessors not provided for in the Plan. Such liabilities may arise in a number of circumstances, including those where:

•

a creditor of the Predecessors did not receive proper notice of the pendency of the bankruptcy case relating to the Plan or the deadline for filing claims therein;

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•

the injury giving rise to, or source of, a creditor's claim did not manifest itself in time for the creditor to file the creditor's claim;



•

a creditor did not timely file the creditor's claim in such bankruptcy case due to excusable neglect;



•

we are liable for the Predecessors' tax liabilities under a federal and/or state theory of successor liability; or



•

the order of confirmation for the Plan was procured by fraud.

        Although we have no reason to believe that we will become subject to liabilities of the Predecessors that are not provided for in the Plan, should we become subject to such liabilities, it could materially adversely affect our business, financial condition and results of operations.

Our future financial results will be affected by the adoption of fresh start reporting and may not reflect historical trends.

        We were formed pursuant to the Plan to acquire and operate Tropicana AC and certain assets of the Predecessors. We operate our business with a different capital structure from the Predecessors and we own fewer total casinos. Most significantly, we do not own or control Tropicana LV and Tahoe Horizon. The Restructuring Transactions resulted in the Company becoming a new reporting entity and adopting fresh start reporting in accordance with accounting guidance on reorganizations. As required by fresh start reporting, the Company has caused the Predecessors' assets and liabilities to be 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 Plan was consummated and became effective on March 8, 2010 and fresh start reporting was adopted on March 8, 2010. The consolidated financial statements included in this Annual Report on Form 10-K do not give effect to any adjustments in the carrying values of assets or liabilities that will be recorded upon implementation of the Plan under fresh start reporting rules. Accordingly, our financial condition and results of operations from and after the Effective Date will not be comparable to the financial condition and results of operations reflected in the Predecessor's and Adamar's historical consolidated financial statements.

Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the local, regional or national economy.

        Consumer demand for casino and hotel properties, such as ours, are particularly sensitive to downturns in the local, regional or national economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, the current housing crisis, the current credit crisis, the impact of high energy and food costs, the increased cost of travel, the potential for continued bank failures, perceived or actual declines in disposable consumer income and wealth, the effect of the current recession and changes in consumer confidence in the economy, or fears of war and future acts of terrorism could further reduce customer demand for amenities that we offer.

        The current housing crisis and recession in the United States has resulted in a significant decline in the amount of tourism and spending. If this recession continues or worsens it could cause fewer people to spend money or cause people to spend less money at our properties and could materially adversely affect our business, financial condition and results of operations.

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Intense competition exists in the gaming industry, and we may not be able to compete effectively which could negatively affect our results of operations.

        The gaming industry is highly competitive for both customers and employees, including those at the management level. We face intense competition with numerous casinos and hotel casinos of varying quality and size in market areas where our properties are located. We also compete with other non-gaming resorts and vacation destinations, and with various other casino and other entertainment businesses and could compete with any new forms of gaming that may be legalized in the future. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, we face competition from nearby markets in addition to direct competition within our market areas as well as the threat from new, emerging markets.

        In recent years, competition in existing markets has intensified. In addition, our competitors have invested in expanding their existing facilities and developing new facilities. Our subsidiaries, on the other hand, have been largely unable to invest in the upkeep and expansion of their properties due to limitations on capital expenditures resulting from the Chapter 11 Cases. Our ability to invest in our properties going forward may continue to be constrained, and we may not be able to compete effectively with casinos that have been modernized or recently expanded.

        This expansion of existing casino entertainment properties, the increase in the number of gaming opportunities and the aggressive marketing strategies of many of our competitors has also increased competition in many markets in which we compete, and this intense competition can be expected to continue.

        If our competitors operate more successfully than we do, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, or if additional hotels and casinos are established in and around the locations in which we conduct business, we may lose market share or the ability to attract or retain employees. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could materially adversely affect our business, financial condition and results of operations.

The casino, hotel and resort industry is capital intensive and we may not be able to finance expansion and renovation projects, which could put us at a competitive disadvantage.

        Our properties have an ongoing need for renovations and other capital improvements to remain competitive, including replacement, from time to time, of furniture, fixtures and equipment. Because of the bankruptcies, the Predecessors and Adamar deferred renovations and capital improvements. We also need to make capital expenditures to comply with applicable laws and regulations.

        Renovations and other capital improvements of our properties require significant capital expenditures. In addition, renovations and capital improvements of our properties usually generate little or no cash flow until the project is completed. We may not be able to fund such projects solely from cash provided from operating activities. Consequently, we rely upon the availability of debt or equity capital to fund renovations and capital improvements and our ability to carry them out will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on, among other things, market conditions. No assurances can be made that we will be able to obtain additional equity or debt financing or that we will be able obtain such financing on favorable terms. Our failure to renovate our gaming properties may put us at a competitive disadvantage.

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Renovations and other capital improvements may disrupt our operations.

        Renovation projects may cause us to temporarily close all or a portion of our facilities to customers and disrupt service and room availability causing reduced demand, occupancy and rates. As a result, any future capital improvements projects may increase our expenses and reduce our cash flows and our revenues.

We may be subject to litigation resulting from our gaming, resort and dining operations which, if adversely determined, could result in substantial losses.

        We will be, from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to our properties. Certain litigation claims may not be covered entirely or at all by our insurance policies or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses. Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.

We are in litigation over the use of our "Tropicana" trademark, which if adversely determined could dilute the "Tropicana" brand.

        Certain parties affiliated with the new owners of the Tropicana LV (the "Plaintiffs") filed a declaratory judgment action in the District Court, Clark County, Nevada, on July 20, 2009, seeking a declaratory judgment that Tropicana LV may operate a hotel and casino under the name "Tropicana" without any interference by or payment to Aztar or TE (together, the "Defendants"). See "Item 3—Legal Proceedings." During the course of proceedings, the Plaintiffs and Defendants have each filed a motion for summary judgment claiming ownership of the "Tropicana" trademark. If the Plaintiffs are successful, 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.

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

        We are party to nine collective bargaining agreements with nine unions, and are currently in the process of negotiating with additional bargaining units organized at Casino Aztar and Tropicana AC. The current collective bargaining agreements will expire if we are unable to renegotiate successfully those agreements. There can be no assurance that we will be able to successfully negotiate the new collective bargaining agreements or renegotiate the agreements currently in effect without incurring significant increases in labor costs. The addition of new or changes to the existing collective bargaining agreements could cause significant increases in labor costs, which could have a material adverse effect on our businesses, financial condition, and results of operations.

        In addition, the unions with which we have collective bargaining agreements or other unions could seek to organize employees at our non-union properties or groups of employees at our properties that are not currently represented by unions. Union organization efforts could cause disruptions in our businesses and result in significant costs, both of which could have a material adverse effect on our businesses, financial condition and results of operations.

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        Finally, if we are unable to negotiate these agreements on mutually acceptable terms, the affected employees may engage in a strike instead of continuing to operate without contracts or under expired contracts, which could have a materially adverse effect on our results of operations and financial condition. Any unexpected shutdown of one of the casino properties from a work stoppage or strike action could have an adverse effect on our businesses and results of operations. Moreover, strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casinos. There can be no assurance that we can be adequately prepared for unexpected labor developments that may lead to a temporary or permanent shutdown of any of our casino properties.

State gaming laws and regulations may require holders of our debt or equity securities to undergo a suitability investigation, and may result in redemption of their securities.

        Many jurisdictions require any person who acquires beneficial ownership of debt or equity securities of a casino gaming company to apply for qualification or a finding of suitability. Generally, any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by gaming authorities that it is required to do so may be denied a license or found unsuitable or unqualified, as applicable. Any holder of securities that is found unsuitable or unqualified or denied a license, and who holds, directly or indirectly, any beneficial ownership of a gaming entity's securities beyond such period of time as may be prescribed by the applicable gaming authorities may be guilty of a criminal offense. Furthermore, a gaming entity may be subject to disciplinary action if such gaming entity, after receiving notice that a person is unsuitable to be a holder of securities or to have any other relationship with such gaming entity or any of its subsidiaries:

•

pays that person any dividend or interest upon the securities;



•

allows that person to exercise, directly or indirectly, any voting ownership right conferred through securities held by that person;



•

pays remuneration in any form to that person for services rendered or otherwise; or



•

fails to pursue all lawful efforts to require such unsuitable person to relinquish the securities including, if necessary, the immediate purchase of such securities for the lesser of fair value at the time of repurchase or fair value at the time of acquisition by the unsuitable holder.

        In the event that disqualified holders fail to divest themselves of such securities, gaming authorities have the power to revoke or suspend the casino license or licenses related to the regulated entity that issued the securities. In addition, our certificate of incorporation provides that we may redeem our securities from an Unsuitable Person (as such term is defined in our certificate of incorporation).

Regulation by gaming authorities could adversely affect our businesses, financial condition and results of operations.

        We are subject to extensive regulation with respect to the ownership and operation of our gaming facilities. State and local gaming authorities require that we and our subsidiaries hold various licenses, qualifications, filings of suitability, registrations, permits and approvals. The gaming regulatory authorities have broad powers with respect to the licensing of casino operations and alcoholic beverage service and may deny, revoke, suspend, condition, or limit our gaming or other licenses, impose substantial fines, temporarily suspend casino operations, and take other actions, any one of which could adversely affect our businesses, financial condition and results of operations.

        We own, operate, or have an interest in gaming facilities located in, Nevada, Indiana, Mississippi, Louisiana and New Jersey. We have applied for or obtained all material governmental licenses, qualifications, registrations, permits, and approvals necessary for the operation of our gaming facilities as operations at such facilities are presently conducted (other than certain filings of suitability and

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approvals with respect to recently hired employees, newly appointed directors, other key persons and persons who will hold the shares of our Common Stock). However, there can be no assurance that we can obtain any new licenses, or renew any existing, licenses, qualifications, findings of suitability, registrations, permits, or approvals that may be required in the future or that existing ones will not be suspended or revoked. If we relocate or expand any of our current gaming facilities or enter new jurisdictions, we must obtain all additional licenses, qualifications, findings of suitability, registrations, permits and approvals of the applicable gaming authorities in such jurisdictions. If state regulatory authorities were to find an officer, director, owner, or other person affiliated with our operations unsuitable, we would be required to sever our relationship with that person. Gaming authorities, as well as other state regulatory authorities, may conduct similar investigations in the future in connection with new equity and debt holders. We cannot predict the outcome of these investigations or their potential impact on our businesses.

        Additionally, certain manufacturers, distributors and suppliers of gaming devices, junkets, goods or services to our gaming facilities, may be required to obtain a license or permit or undergo a suitability investigation by the gaming authorities. There can be no assurance that such licenses or permits will be obtained by such vendors. The failure of any such vendors to obtain any required licenses or permits on a timely basis could materially adversely affect our business, financial condition and results of operations.

Our operations are subject to numerous laws and regulations resulting from our presence in several states and diverse operating activities.

        In addition to gaming regulations, we are also subject to various federal, state and local laws and regulations affecting businesses in general. We operate hotels, restaurants, entertainment facilities, parking garages, swimming pools, riverboats and other facilities connected with our core gaming business. Many of these activities are subject to state and local laws and regulations. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. For example, in July 2006, New Jersey gaming properties, including Tropicana AC, were required to temporarily close their casinos for three days as a result of a New Jersey statewide government shutdown that affected certain New Jersey state employees required to be at casinos when they are open for business which resulted in loss of revenues. Any cessation of operations as a result of a government shutdown could materially adversely affect our business, financial condition and results of operations.

Potential changes in legislation and regulation could negatively impact our gaming operations.

        From time to time, legislators and special interest groups propose legislation that would expand, restrict, or prevent gaming operations in the jurisdictions in which we operate and in neighboring jurisdictions. Further, from time to time, individual jurisdictions have considered or enacted legislation and referenda, such as bans on smoking in casinos and other entertainment and dining facilities, which could adversely affect our operations going forward. Any restriction on or prohibition relating to our future gaming operations, or enactment of other adverse legislation or regulatory changes, could materially adversely affect our business, financial condition and results of operations.

We may be subject to increases in taxation and fees resulting from our gaming operations.

        The casino gaming industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. Gaming companies are currently subject to significant state and local taxes and fees in addition to the federal and state income taxes that typically apply to corporations, and such taxes and fees could increase at any time. From time to time, various state and federal legislators and officials have proposed changes in tax laws or in the administration of such laws, including increases in tax rates, which would affect the gaming industry. Worsening economic conditions

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could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes and fees. In addition, growing state or local budget shortfalls resulting from the recession could prompt tax or fee increases. Any material increase in assessed taxes, or the adoption of additional taxes or fees in any of our markets could materially adversely affect our business, financial condition and results of operations.

Our riverboats and dockside facilities are subject to risks relating to mechanical failure and regulatory compliance.

        All of our facilities are subject to the risk that operations could be halted for a temporary or extended period of time, as result of casualty, forces of nature, mechanical failure, or extended or extraordinary maintenance, among other causes. In addition, our gaming operations, particularly those conducted on riverboats or at dockside facilities, could be damaged or halted due to extreme weather conditions.

        Each of our riverboats must comply with United States Coast Guard requirements as to boat design, on-board facilities, equipment, personnel and safety. Each riverboat must hold a Certificate of Inspection for stabilization and flotation, and may also be subject to local zoning codes. The United States Coast Guard requirements establish standards, set limits on the operation of the vessels and require individual licensing of all personnel involved with the operation of the vessels. Loss of a vessel's Certificate of Inspection or American Bureau of Shipping approval would preclude its use as a casino.

        United States Coast Guard regulations require a hull inspection for all riverboats at five-year intervals. Under certain circumstances, alternative hull inspections may be approved. The United States Coast Guard may require that such hull inspections be conducted at a dry-docking facility, and if so required, the cost of travel to and from such docking facility, as well as the time required for inspections of the affected riverboats, could be significant. To date, the United States Coast Guard has allowed in-place inspections of our riverboats. The United States Coast Guard may not allow these types of inspections in the future. The loss of a riverboat casino from service for any period of time could materially adversely affect our business, financial condition and results of operations.

        United States Coast Guard regulations also require certain of our properties to prepare and follow certain security programs. In the first quarter of 2003, Casino Aztar implemented the American Gaming Association's Alternative Security Program at its riverboat casino. In January of 2007, Casino Aztar implemented the Passenger Vessel Association program and remains with this program to date. Belle of Baton Rouge applies a customized alternative security program. The American Gaming Association's Alternative Security Program is specifically designed to address maritime security requirements at riverboat casinos and their respective dockside facilities. Changes to these regulations could adversely affect our business, financial condition and results of operations.

Noncompliance with environmental, health and safety regulations applicable to our hotels and casinos could adversely affect our results of operations.

        As the owner, operator, and developer of real property, we must address, and may be liable for, hazardous materials or contamination of these sites. Our ongoing operations are subject to stringent regulations relating to the protection of the environment and handling of waste, particularly with respect to the management of wastewater from our facilities. Any failure to comply with existing laws or regulations, the adoption of new laws or regulations with additional or more rigorous compliance standards, or the more vigorous enforcement of environmental laws or regulations could materially adversely affect our business, financial condition and results of operations by increasing our expenses and limiting our future opportunities.

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Allegations of food-related illnesses could negatively affect our results from operations.

        As an operator of hotels and restaurants, we are sometimes the subject of complaints or litigation from consumers alleging food-related illness, injury, or other food quality, health or operational concerns. Food-related illnesses may be caused by a variety of food-borne pathogens, such as e-coli or salmonella, and from a variety of illnesses transmitted by restaurant workers, such as hepatitis. We cannot control all of the potential sources of illness that can be transmitted from food or our water supply. If any person becomes ill, or alleges becoming ill, as a result of eating our food, we may be liable for damages, be subject to governmental regulatory action, be forced to shut down one of our restaurants or properties, and/or receive adverse publicity, regardless of whether the allegations are valid or whether we are liable; all of which could materially adversely affect our business, financial condition and results of operations.

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

        A majority of our gaming revenue is attributable to slot machines operated at our gaming facilities. It is important, for competitive reasons, that we offer the most popular and technologically advanced slot machine games to our customers. A substantial majority of the slot machines sold in the United States in recent years were manufactured by a limited number of companies. A deterioration in the commercial arrangements with any of these slot machine manufacturers or significant industry demand, could result in our being unable to acquire the slot machines desired by our customers or could result in manufacturers significantly increasing the cost of these machines. Going forward, the inability to obtain new and up to date slot machine games could impair our competitive position and result in decreased gaming revenues at our casinos. In addition, increases in the costs associated with acquiring slot machine games could adversely affect our profitability.

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

        For competitive reasons, we may be forced to purchase new, more contemporary slot machines, or enter into participation lease arrangements that are more expensive than the costs currently associated with the continued operation of existing slot machines. If the newer slot machines do not result in sufficient incremental revenues to offset the increased investment and participation lease costs, it could materially adversely affect our business, financial condition and results of operations.

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

        Our casino properties may be subject to extreme weather conditions, including, but not limited to, hurricanes. In the future, such extreme weather conditions may interrupt our operations, damage our properties, and reduce the number of customers who visit our facilities. Although we maintain both property and business interruption insurance coverage for certain extreme weather conditions, such coverage is subject to deductibles and limits on maximum benefits, including limitation on the coverage period for business interruption, and we cannot assure you that we will be able to fully insure such

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losses or fully collect, if at all, on claims resulting for such extreme weather conditions. Furthermore, such extreme weather conditions may interrupt or impede access to our affected properties and may cause visits to our affected properties to decrease for an indefinite period.

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

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

        We may not be able to obtain sufficient insurance coverage and cannot predict whether we may encounter difficulty in collecting on any insurance claims we may submit, including claims for business interruption.

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

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

        Moreover, our riverboats will face additional risks from the movement of vessels on waterways, such as collisions with other vessels or damage from debris in the water. Reduced patronage and the loss of a dockside or riverboat casino from service for any period of time could materially adversely affect our business, financial condition and results of operations.

        Catastrophic events such as terrorist and war activities in the United States and elsewhere have had a negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions), and tourism. In addition, any man-made or natural disasters in or around our properties could have a materially adverse effect on our businesses, financial condition and results of operations. We cannot predict the extent to which such events may affect us, directly or indirectly, in the future. We also cannot ensure that we will be able to obtain any insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts.

        In the future, the prolonged disruption at any of our properties due to natural disasters, terrorist attacks, or other catastrophic events could materially adversely affect our business, financial condition and results of operations.

        Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks or acts of war or hostility. These events can create

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economic and political uncertainties that could adversely impact our business levels. Furthermore, although we may have some insurance coverage for certain types of terrorist acts, insurance coverage against loss or business interruption resulting from war and some forms of terrorism may be unavailable.

Energy price increases may adversely affect our business, financial condition and results of operations due to the significant amounts of energy used in our operations.

        Our casino properties use significant amounts of electricity, natural gas and other forms of energy. Substantial increases in energy and fuel prices in the United States may negatively affect our businesses, financial condition and results of operations in the future. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases, but this impact could be material. In addition, energy and gasoline price increases in cities that constitute a significant source of customers for our properties could result in a decline in disposable income of potential customers and a corresponding decrease in visitation and spending at our properties, which would negatively impact our revenues. Further, increases in fuel prices, and resulting increases in transportation costs, could materially adversely affect our business, financial condition and results of operations.

Risks Related to our Indebtedness

Circumstances may arise whereby the Company may become overleveraged, which could have significant negative consequences.

        We believe that, as a result of the Plan, we have a level of debt that can be effectively serviced in accordance with our business plan. As of the date of this report, we had total indebtedness under our Exit Facility of approximately $130 million. Circumstances, however, may arise that could cause us to become overleveraged, which could have significant negative consequences, including:

•

we may be vulnerable to a downturn in the markets in which we operate or a downturn in the economy in general;



•

we may be required to dedicate a substantial portion of our cash flow from operations to fund working capital, capital expenditures, and other general corporate requirements;



•

we may be limited in our flexibility to plan for, or react to, changes in our businesses and the industry in which we operate or entry of new competitors into our markets;



•

we may be placed at a competitive disadvantage compared to our competitors that have less debt; and



•

we may be limited in borrowing additional funds.

Our indebtedness could adversely affect our business, financial condition and results of operations and prevent us from fulfilling our obligations under the terms of our indebtedness.

        Our indebtedness could adversely affect our business, financial condition and results of operations and prevent us from fulfilling our obligations under the terms of our indebtedness. The terms of the Exit Facility require us to maintain a minimum fixed charge coverage ratio and maximum total debt ratio. In addition, other covenants in the Exit Facility may restrict our flexibility. Such covenants may place restrictions on our ability to incur additional indebtedness; pay dividends and make other restricted payments or investments; sell assets; make capital expenditures; engage in certain mergers and acquisitions; and refinance existing indebtedness. Additionally, there may be factors beyond our control that could affect our ability to meet debt service requirements. Our ability to meet debt service requirements will depend on our future performance and our ability to sustain sales conditions in the markets in which we operate, the economy generally, and other factors that are beyond our control. We

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can provide no assurance that our businesses will generate sufficient cash flow from operations or that future borrowings will be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Moreover, we may need to refinance all or a portion of our indebtedness on or before maturity. We cannot make assurances that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we are unable to make scheduled debt payments or comply with the other provisions of our debt instruments, our lenders will be permitted under certain circumstances to accelerate the maturity of the indebtedness owing to them and exercise other remedies provided for in those instruments and under applicable law.

Risks Related to our Common Stock

Mr. Carl C. Icahn exerts significant influence over us and his interests may conflict with the interest of our other stockholders.

        Mr. Carl C. Icahn, the chairman of our board of directors, controlled approximately 49.1% of the outstanding shares of our Common Stock as of March 19, 2010. Mr. Icahn is able to control or exert substantial influence over us, including the election of our directors and controlling most matters requiring board approval, including business strategies, mergers, business combinations, acquisitions or dispositions of significant assets, issuances of common stock, incurrence of debt or other financings. The existence of a controlling 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 our outstanding Common Stock, which may adversely decrease the value of shares held by other stockholders. Furthermore, entities affiliated with Mr. Icahn are lenders under the Exit Facility and hold over 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.

A public market for our Common Stock and the Warrants may not develop which would affect the liquidity and pricing of our shares.

        There is currently no established public trading market for our Common Stock. The liquidity of any market for our Common Stock and Warrants depend, among other things, upon the number of holders of our Common Stock and Warrants, our financial performance, and the market for similar securities, none of which can be determined or predicted. Our Common Stock and Warrants are not, and there are no current plans for them to be, listed for trading on any national securities exchange. Therefore, we cannot provide assurances that an active trading market will develop, or if a market develops, what the liquidity or pricing characteristics of that market will be.

Issuance of Common Stock to our Management and Directors will dilute our stockholders.

        On the Effective Date, 7% of our Common Stock, on a fully diluted basis, was reserved for issuance as grants of stock, restricted stock, options, or similar equity awards in connection with a Management and Director Equity Incentive Program, which has not yet been adopted. Any future issuance of Common Stock will dilute the percentage ownership of existing holders of our Common Stock. For example, the issuance of the full 7%, or 1,881,720 shares of Common Stock, would dilute a stockholder with 1% of the pre-issuance outstanding shares by 0.07%, resulting in a post-issuance ownership of 0.93% by that stockholder.

We have not paid dividends in the past, and do not plan to pay dividends in the future.

        We do not plan to pay any dividends or make any distributions on our Common Stock in the foreseeable future. Therefore you should not expect to receive any dividend income from our shares of Common Stock.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

        Not applicable.

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ITEM 2.    PROPERTIES.

        The following table summarizes our casino properties as of the Effective Date:

        Tropicana AC is situated along the Boardwalk in Atlantic City, New Jersey, on approximately 14 acres, which we own.

        Casino Aztar is a riverboat situated on approximately eight and a half acres along the Ohio River in Evansville, Indiana. The Company owns the riverboat along with four acres and the remaining four and a half acres are leased from the City of Evansville. Under the terms of the lease, the Company may extend the lease term through November 30, 2040 by exercising up to seven five-year renewal options. In March 2010, the Company amended the Casino Aztar land lease and exercised its second of seven renewal options which extends the lease term through November 2015. Under the terms of the lease renewal, effective December 1, 2010, 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 shall be 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 and plus 12% of the AGR in excess of $100 million. In addition, the Company shall make two prepayments of percentage rent to the City of Evansville for the period between January 2011 and December 2015 (the "Prepayment Period"). The first payment of $5.0 million is due 30 days after the Effective Date with the second payment of $5.0 million due no later than December 31, 2010. The Company is also required to pay $3.5 million to the City of Evansville within 30 days after the Effective Date for city development projects and has also agreed to construct a pedestrian bridge to the Casino Aztar at an estimated cost of approximately $3.0 million to be completed within three years after the Effective Date.

        Tropicana Express is located in Laughlin, Nevada. Tropicana Express is situated on approximately 31 acres, which we own.

        River Palms is also located in Laughlin, Nevada. River Palms is situated on approximately 35 acres, which we own.

        MontBleu is situated on approximately 21 acres in South Lake Tahoe, Nevada. We have 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, 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.

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        Vicksburg Horizon is a dockside riverboat situated on approximately six acres in downtown Vicksburg, Mississippi. We own the riverboat and portions of the land and are party to that certain Amended and Restated Master Agreement of Purchase and Sale whereby the City of Vicksburg permitted the development of Vicksburg Horizon and conveyed fee simple title to certain of the other land, with an automatic reversion to the City after thirty years, and permitted the development of Vicksburg Horizon. In consideration thereof, the agreement provides for ongoing payments to the city for the term of the agreement. The agreement expires in 2033. Amounts required to be paid to the city include (i) a fixed annual payment of $563,000, subject to adjustment to reflect increases in the Consumer Price Index, payable in monthly installments, and (ii) 1.5% of the net operating revenue (defined in the lease agreement to include revenues derived primarily from gaming, food and beverage) produced by Vicksburg Horizon, which is also payable monthly.

        The Company currently owns a 79% voting interest and an 84% economic interest in Greenville Riverboat, LLC, which manages Lighthouse Point. Lighthouse Point is a dockside riverboat situated on approximately four acres in Greenville, Mississippi. We own the riverboat in which Lighthouse Point conducts its operations and lease the land from an unrelated party, 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 revenue in rent, with a minimum monthly payment of $75,000. In addition, in any given year in which annual gross gaming revenues exceed $36.6 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 and gives Lighthouse Point the option to extend its term through 2044.

        Jubilee is a dockside riverboat situated on approximately 16 acres in Greenville, Mississippi. JMBS Casino owns the riverboat and is a party to three leases for the docking, entry, and parking facilities at the Jubilee. The lease for dockage rights for the riverboat extends through August 2010 and requires monthly rent payments of $33,000. On November 7, 2006, JMBS Casino entered into a new lease agreement with the city of Greenville for the same dockage rights. The terms of the new lease, would have been effective beginning in September 2010 and extending through August 2040; however, JMBS Casino rejected the lease in connection with consummation of the Chapter 11 Cases. As a consequence, JMBS Casino does not have an agreement for the moorage, docking and berthing rights after August 2010, and is currently evaluating its options.

        Belle of Baton Rouge is a dockside riverboat situated on approximately 23 acres on the Mississippi River in Baton Rouge, Louisiana. Belle of Baton Rouge leases the land and buildings which comprise its hotel properties under three separate leases with an unrelated party. It has two leases, both of which extend through 2013, which it has the option to extend for up to an additional 70 years. The third lease extends through 2012, which it also has the option to extend for up to an additional 70 years. The three leases require fixed annual rent payments of $0.3 million in the aggregate, subject to adjustment every five years to reflect increases in the Consumer Price Index. In addition, Belle of Baton Rouge leases a parking garage with an annual rent of $0.6 million, from an unrelated party, through August 2010 which it has the option to extend an additional four years.

        We also lease office space for our corporate headquarters in Las Vegas, Nevada. In addition to the property described above, we own or lease certain facilities that are not material to our operations.

ITEM 3.    LEGAL PROCEEDINGS.

        Certain parties affiliated with the new owners of Tropicana LV (the "Plaintiffs") filed a declaratory judgment action in the District Court, Clark County, Nevada, on July 20, 2009, seeking a declaratory judgment that Tropicana LV may operate a hotel and casino under the name "Tropicana" without any interference by or payment to Aztar or TE (together, the "Defendants"). The Plaintiffs seek 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

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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 have each filed a motion for summary judgment claiming ownership of the "Tropicana" trademark. If the Plaintiffs are successful, 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. We are continuing to contest the suit.

        In addition to the above mentioned litigation, the Company was formed for the purpose of acquiring certain assets and assuming certain liabilities of the Predecessors pursuant to the Plan and to acquire Tropicana AC pursuant to the Sale. For a description of the Plan, the Sale and the related Chapter 11 Cases and Adamar Bankruptcy Cases, see "Item 1—Business—Bankruptcy Proceedings."

ITEM 4.    RESERVED.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

        All of the outstanding common stock of Tropicana Entertainment Inc. is privately held and there is no established public trading market for our common stock.

Holders

        As of March 19, 2010, there were 115 holders of record of our common stock.

Dividends

        We have not paid, and do not anticipate paying in the foreseeable future, any dividends or making any distributions on our Common Stock.

Securities authorized for issuance under equity compensation plans

        While we currently do not have any equity compensation plans, in connection with the Restructuring and pursuant to the Plan, on the Effective Date, 7% of our Common Stock, on a fully diluted basis, was reserved for issuance as grants of stock, restricted stock, options, or stock appreciation rights or similar equity awards in connection with a compensation plan.

ITEM 6.    SELECTED FINANCIAL DATA

Selected Financial Data—Tropicana Entertainment Inc.

        The Company was formed for the purpose of acquiring certain assets and assuming certain liabilities of the Predecessors pursuant to the Plan and to acquire Tropicana AC pursuant to the Sale. The reorganization of the Predecessors and the acquisition of Tropicana AC was completed on March 8, 2010, at which time we acquired certain of the Predecessor's and Adamar's gaming properties and related assets and entered into the Exit Facility. The Company had conducted no business other than in connection with the Chapter 11 Cases and the Adamar Bankruptcy Cases and had no material assets or liabilities prior to March 8, 2010. See "Item 1. Business—Introduction."

        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 fair values with any excess of our enterprise value over our tangible and identifiable intangible assets and liabilities reported as excess reorganization value on our consolidated balance sheet. See "Item 1A—Risk Factors—Our future financial results will be affected by the adoption of fresh start reporting and may not reflect historical trends."

        As the Company had no operations prior to March 8, 2010, the following selected financial data for the periods indicated relates to each of the Predecessors and Adamar on an individual basis and includes:

•

TEH;



•

Tropicana AC;



•

CP Vicksburg; and



•

JMBS Casino.

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        The historical financial results of the Predecessors and Adamar are not indicative of our current financial condition or our future results of operations. 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.

Selected Financial Data—TEH

        On January 3, 2007, Wimar acquired all of the outstanding capital stock of Aztar. Concurrent with the acquisition of Aztar, Wimar, TEH's ultimate parent company and predecessor, contributed five of its gaming properties to TEH which included River Palms located in Laughlin, Nevada; Tahoe Horizon and MontBleu located in South Lake Tahoe, Nevada; Lighthouse Point located in Greenville, Mississippi; and Belle of Baton Rouge located in Baton Rouge, Louisiana. In light of TEH's limited operating history and the fact that five of the gaming properties comprising its casino portfolio as of December 31, 2009 were previously operated by Wimar, the following historical selected financial data presents TEH for the years ended December 31, 2009, 2008 and 2007 and Wimar for the years ended December 31, 2006 and 2005, so as to provide a more complete understanding of TEH's business than would be afforded by a presentation of TEH alone.

        The selected financial data presented below as of and for the years ended December 31, 2009, 2008 and 2007 have been derived from the audited consolidated financial statements of TEH included elsewhere in this Annual Report on Form 10-K. The selected financial data presented below as of and for the years ended December 31, 2006 and 2005 have been derived from Wimar's audited consolidated financial statements that are not included in this Annual Report on Form 10-K. The historical results set forth below do not indicate results expected for any future periods. The selected financial data set forth below are qualified in their entirety by, and should be read in conjunction with, "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—TEH" and the TEH consolidated financial statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K.

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        The following events and transactions affect the year-to-year comparability of the selected financial data presented above for TEH:

Acquisitions

        On January 3, 2007, Wimar acquired all of the outstanding capital stock of Aztar which added to the Wimar portfolio properties, the casino properties of Casino Aztar located in Evansville, Indiana, Tropicana Express located in Laughlin, Nevada, Tropicana LV located in Las Vegas, Nevada and Tropicana AC located in Atlantic City, New Jersey.

        In October 2005, Wimar acquired Belle of Baton Rouge located in Baton Rouge, Louisiana.

        In June 2005, Wimar acquired MontBleu located in South Lake Tahoe, Nevada.

Discontinued Operations

        The Tropicana LV Plan was confirmed on May 5, 2009, and consummated on July 1, 2009. As a result, Tropicana LV was no longer owned or operated by TEH subsequent to June 30, 2009. In addition, Tahoe Horizon was no longer owned or operated by TEH subsequent to October 16, 2009 as TEH assigned all rights and certain obligations related to the property in two phases, effective June 15, 2009 and October 16, 2009. Accordingly, the results of operations for Tropicana LV and Tahoe Horizon are presented as discontinued operations in the accompanying consolidated financial statements for the years ended December 31, 2009, 2008 and 2007 and are not included in the selected financial data presented above for all periods.

Tropicana AC

        Prior to the Aztar Acquisition, the NJ Commission granted TEH interim authorization to own and operate Tropicana AC through its indirect subsidiary, Adamar, subject to the equity securities of Adamar being placed in the ICA Trust pending a determination by the NJ Commission that TEH was qualified to be a holding company of Adamar. On December 12, 2007, the NJ Commission denied the application of TEH to be found qualified to be a holding company of Adamar thus activating the ICA Trust and vesting the Trustee with all powers, authority and duties necessary to the unencumbered exercise of all rights incident to the ownership of the equity securities of Adamar. The NJ Commission also denied the application of Adamar for renewal of its casino license. As a result of these actions, the NJ Commission imposed a conservatorship upon Adamar and appointed the Trustee as conservator to take over and into his possession and control all the property and business of Adamar relating to Tropicana AC. The NJ Commission also authorized the Trustee to sell, assign, convey or otherwise dispose of Tropicana AC to a third party.

        Under New Jersey law, TEH was entitled to the lower of the value of the property as of the date the ICA Trust became operative or its original cost to acquire Tropicana AC upon the eventual sale of the property. Pursuant to the Amended and Restated Purchase Agreement, as discussed in "Bankruptcy Proceedings—Bankruptcy Filing", TEH did not receive any cash proceeds from the sale of Tropicana AC, and Tropicana AC became a subsidiary of the Company.

        The results of operations and cash flows for Tropicana AC were included in TEH's consolidated statement of operations for the period January 3, 2007 (date of acquisition) through December 12, 2007 (the date the ICA Trust was activated). As a result of the actions taken on December 12, 2007, by

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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 ICA Trust, under the cost method. As a result, the net cost basis in Tropicana AC was presented as a beneficial interest in Trust in TEH's consolidated balance sheets as of December 31, 2009, 2008 and 2007. TEH's cost basis was then adjusted to fair value which resulted in impairment charges of approximately $154.3 million, $530.8 million and $635.9 million during the years ended December 31, 2009, 2008 and 2007, respectively.

        Because the Trustee had control of the operations of Tropicana AC since December 12, 2007, there were no results of operations, other than the impairment charges associated with the beneficial interest for Tropicana AC included in TEH's consolidated statements of operations or statements of cash flows for the years ended December 31, 2009 and 2008. As a result, the selected financial data for Tropicana AC is presented separately, see "Selected Financial Data—Tropicana AC."

Other

        During the years ended December 31, 2009 and 2008, TEH recorded approximately $27.0 million and $92.4 million, respectively, in reorganization items as a result of the Chapter 11 Cases.

        During the years ended December 31, 2008 and 2007, TEH recorded approximately $97.9 million and $311.0 million, respectively, of impairment losses related to its intangible assets other than goodwill.

        During the year ended December 31, 2008, TEH recorded approximately $27.8 million of impairment loss related to its property and equipment.

        During the year ended December 31, 2007, TEH recorded approximately $142.4 million in impairment loss related to goodwill recognized in the Aztar Acquisition.

Selected Financial Data—Tropicana AC

        The results of operations for Tropicana AC are included in TEH's consolidated statement of operations for the period January 3, 2007 (date of acquisition) through December 12, 2007 (the date the ICA Trust was activated); see "Selected Financial Data—TEH." Pursuant to the Amended and Restated Purchase Agreement (see "Bankruptcy Proceedings—Bankruptcy Filing"), Tropicana AC became a subsidiary of the Company on the Effective Date. The information below sets forth historical financial data of Tropicana AC which, upon TEH's loss of control on December 12, 2007, was deconsolidated. The financial data presented below reflects the historical assets and liabilities of Tropicana AC and does not reflect any purchase price allocations related to the Aztar Acquisition. As such, the data presented below does not reflect the increased depreciation, amortization or subsequent impairment charge recorded by TEH in 2007.

        The selected financial data presented below as of and for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 have been derived from Tropicana AC's audited financial statements which, except for 2006 and 2005, are contained elsewhere in this Annual Report on Form 10-K. The historical results set forth below do not necessarily indicate results expected for any future period. The selected financial data set forth below is qualified in its entirety by, and should be read in conjunction with "Item 7—Management's Discussion and Analysis of Financial Condition and Results of

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Operations—Tropicana AC" and the Tropicana AC financial statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K.

        The following events and transactions affect the year-to-year comparability of the selected financial data presented above for Tropicana AC:

        During the year ended December 31, 2009, Tropicana AC incurred approximately $2.0 million in reorganization items as a result of the Adamar Bankruptcy Case.

        During the years ended December 31, 2009, 2008 and 2007, Tropicana AC incurred approximately $3.8 million, $6.2 million and $1.6 million, respectively, for expenses related to its gaming license denial.

        During the years ended December 31, 2007 and 2006, Tropicana AC recorded approximately $24.4 million and $9.4 million, respectively, in construction accident insurance recoveries, net of expenses, related to a construction accident that occurred on October 30, 2003, when a newly constructed parking garage collapsed. During the year ended December 31, 2005, Tropicana AC incurred approximately $3.4 million in expenses, net of insurance proceeds related to the construction accident.

Selected Financial Data—CP Vicksburg

        The information below sets forth historical financial data of CP Vicksburg, one of the Affiliate Guarantors. The selected financial data presented below as of and for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 have been derived from CP Vicksburg's audited financial statements which, except for 2006 and 2005, are contained elsewhere in this Annual Report on Form 10-K. The historical results set forth below do not necessarily indicate results expected for any future period. The selected financial data set forth below is qualified in its entirety by, and should be read in conjunction with, "Item 7—Management's Discussion and Analysis of Financial Condition and Results of

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Operations—CP Vicksburg" and the CP Vicksburg financial statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K.

        The following events and transactions affect the year-to-year comparability of the selected financial data presented above for CP Vicksburg:

        During the years ended December 31, 2009 and 2008, CP Vicksburg recorded approximately $8.0 million and $2.3 billion, respectively, in non-cash loss related to the guarantee of TEH's debt which was in default as a result of the denial by the NJ Commission of TEH's qualification as a holding company for Tropicana AC.

        CP Vicksburg recorded an impairment charge of approximately $2.6 million and $10.0 million during the years ended December 31, 2009 and 2008 related to its property and equipment.

        During the years ended December 31, 2008 and 2007, CP Vicksburg recorded reserves related to receivables from affiliates due to the Chapter 11 Cases of approximately $2.7 million and $7.2 million, respectively.

Selected Financial Data—JMBS Casino

        The information below sets forth historical financial data of JMBS Casino, one of the Affiliate Guarantors. The selected financial data presented below as of and for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 have been derived from JMBS Casino's audited financial statements which, except for 2006 and 2005, are contained elsewhere in this Annual Report on Form 10-K. The historical results set forth below do not necessarily indicate results expected for any future period. The selected financial data set forth below is qualified in its entirety by, and should be read in conjunction with, "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—JMBS Casino" and the JMBS Casino financial statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K.

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        The following events and transactions affect the year-to-year comparability of the selected financial data presented above for JMBS Casino:

        During the years ended December 31, 2009 and 2008, JMBS Casino recorded approximately $8.0 million and $2.3 billion in non-cash loss related to the guarantee of TEH's debt which was in default as a result of the denial by the NJ Commission of TEH's qualification as a holding company for Tropicana AC.

        JMBS Casino recorded an impairment charge of $8.3 million during the year ended December 31, 2008 related to its goodwill.

        During the years ended December 31, 2008 and 2007, JMBS Casino recorded reserves related to receivables from affiliates due to the Chapter 11 Cases of approximately $1.5 million and $5.2 million, respectively.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management's Discussion and Analysis of Financial Condition and Results of Operations—Tropicana Entertainment Inc.

        For the period since our formation on May 11, 2009 until March 8, 2010 (the "Effective Date"), we had no operations. The management's discussion and analysis of financial condition and results of operations that follows is for each of the Predecessors and Adamar on an individual basis. In addition, we have provided a discussion of the Company's current liquidity position and certain required pro forma financial statements of the Company.

        Upon the Effective Date, the Company:

•

consummated the Restructuring Transactions;



•

issued 12,098,053 shares of Common Stock to the OpCo Lenders, and will be required to issue the Ordinary Warrants to purchase 3,750,000 shares of Common Stock and beneficial interests in the Litigation Trust to holders of the TE Notes and holders of general unsecured claims once those claims are settled;



•

issued 12,901,947 shares of Common Stock to the OpCo Lenders in connection with the Sale; and



•

entered into the Exit Facility and issued to the Participating Lenders the Penny Warrants to purchase 1,312,500 shares of Common Stock.

        In addition, 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 with any excess of our enterprise value over our tangible and identifiable intangible assets and liabilities reported as excess reorganization value on our consolidated balance sheet. In accordance with 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.

        Moreover, 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 these events and other significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control.

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Liquidity and Capital Resources—Tropicana Entertainment Inc.

        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 replaced the TEH 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 the properties we acquired from the Predecessors and Tropicana AC to fund our cash requirements and capital expenditures for at least twelve months after the Effective Date. 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 following the Effective Date. 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.

Exit Facility

        On May 4, 2009, pursuant to the Plan, we entered into a commitment letter (the "Commitment Letter") with Icahn Capital LP ("Icahn Capital"), an affiliate of Carl C. Icahn, pursuant to which Icahn Capital committed to provide to us on a fully underwritten basis the Exit Facility, which consists of (i) a $130 million Term Loan Facility issued at a discount of 7% and (ii) a $20 million Revolving Facility.

        In consideration, TEH paid the OpCo Lenders a non-refundable commitment fee of $7.5 million which amount was held in escrow until the funding of the Exit Facility. We were also obligated, pursuant to the terms of the Exit Facility, to pay an amount equal to 7% of the Revolving Facility and issue 1,312,500 Penny Warrants to the Participating Lenders on the Effective Date. Subsequent to the Effective Date, Mr. Icahn exercised certain Penny Warrants and controls approximately 49.1% of our outstanding Common Stock and is Chairman of our Board of Directors. See "Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." Pursuant to the Commitment Letter, the Company is also responsible for various professional fees including legal costs and gaming license costs on behalf of Carl C. Icahn. During the year ended December 31, 2009 TEH expensed approximately $3.8 million related to these professional fees.

        The Exit Facility was entered into on December 29, 2009 and funded on the Effective Date. The proceeds of the Exit Facility were used to repay certain indebtedness, including 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. The Exit Facility is guaranteed by substantially all our existing and future subsidiaries. The Company must repay $1.3 million of amounts outstanding under the Term Loan Facility on each of March 8, 2011 and 2012, and the balance outstanding under the Term Loan Facility as well as outstanding amounts under the Revolving Facility on March 8, 2013. 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. Furthermore, entities affiliated with Mr. Icahn are lenders under the Exit Facility and hold over 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.

        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

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(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 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.

Unaudited Pro Forma Condensed Combined Financial Information—Tropicana Entertainment Inc.

        The following unaudited pro forma condensed combined financial statements are presented to give effect to the Company's acquisition of certain assets and assumptions of certain liabilities of the Predecessors pursuant to the Plan and the acquisition of Tropicana AC pursuant to the Sale. The unaudited pro forma condensed combined balance sheet as of December 31, 2009 is presented as if the transactions had occurred on December 31, 2009. The unaudited pro forma statement of operations for the fiscal year ended December 31, 2009 has been prepared as if the transactions had occurred on January 1, 2009. Preparation of the unaudited pro forma condensed combined financial statements is based on estimates and assumptions deemed appropriate by the Company's management which are set forth in the notes following the unaudited pro forma condensed combined financial statements.

        The pro forma information is unaudited and is not necessarily indicative of the results that actually would have occurred if the above transactions had been consummated as of the dates indicated above, nor does it purport to represent the financial position and results of operations for future periods. The pro forma adjustments are based upon currently available information and upon certain assumptions that the Company believes are reasonable. The unaudited pro forma condensed combined financial statements should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Financial Information" and the Predecessor's and Tropicana AC's financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

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Tropicana Entertainment Inc.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2009
(in thousands)

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Tropicana Entertainment Inc.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2009
(in thousands)