Exhibit
10.1


 


EXECUTION COPY


 


CONFIDENTIAL


 


May 4, 2009


 


Tropicana Entertainment Inc.


3930 Howard Hughes Parkway


Las Vegas, Nevada 89169


Attention: Chief Executive
Officer


 


Re:  Commitment
Letter — $150,000,000 Credit Facility


 


Ladies and Gentleman:


 


Tropicana Entertainment Inc.
(“you”, the “Company” or the “Borrower”) have advised
Icahn Capital LP (or its designated affiliates, the “Agent”, a “Lender”,
“we” or “us”) that it requires a senior, secured credit facility
(the “Credit Facility”), in the aggregate principal amount of
$150,000,000  to repay certain indebtedness, including the
Borrower’s debtor-in-possession financing, to pay Bankruptcy Court-approved
administrative claims and expenses, to provide working capital, to pay fees and
expenses relating to the Credit Facility and for other general corporate
purposes.  Capitalized terms not
otherwise defined in this letter (this “Commitment Letter”) shall have
the meanings ascribed to them on the term sheet annexed hereto as Annex A (the “Term
Sheet”).


 


The Agent (on behalf of
certain of its affiliates) and those OpCo Lenders (as defined below) that have
joined this agreement pursuant to the form of Joinder attached hereto as Annex
B (the “Joinder”) are pleased to commit, on the terms and subject to the
conditions set forth in this Commitment Letter and the Term Sheet, to provide
on a fully underwritten basis (i) $130,000,000 of term loans pursuant to a
Term Loan facility (the “Term Loan Facility”) and (ii) $20,000,000
of revolving loans pursuant to a Revolving Loan facility (the “Revolving
Loan Facility”, and together with the Term Loans, the “Facilities”),
in the case of clauses (i) and (ii), for such amounts as set forth next to
such Lender’s name on Annex A to the Joinder.


 


You hereby appoint the Agent
to act, and the Agent hereby agrees to act, as sole administrative agent, sole
collateral agent, sole bookrunner and sole lead arranger for the Facilities,
upon the terms and subject to the conditions set forth or referred to in this
Commitment Letter (including the Term Sheet).


 


The Agent’s and each Lender’s
commitment hereunder and the Agent’s and each Lender’s agreement to perform
services described herein are subject to (a) the Agent’s not having
discovered or otherwise become aware of any information not previously
disclosed to the Agent that the Agent believes to be inconsistent in a material
and adverse manner with the Agent’s understanding of the business, assets,
liabilities, operations, condition (financial or otherwise), operating results,
prospects of the Company and its subsidiaries, taken as a whole, (b) there
not having occurred any event, change or condition since 


 

















 


December 31,
2008 that, individually or in the aggregate, has had, or could reasonably be
expected to have, a material adverse effect on the business, assets,
liabilities, operations, condition (financial or otherwise), operating results
or prospects of the Company or its subsidiaries, taken as a whole (provided
that no individual Lender shall have the right to rely on this clause (b) as
a basis to not fund its commitments), (c) the negotiation, execution and
delivery of definitive documentation with respect to the Facilities, in
substance reasonably consistent with the material terms set forth in the Term
Sheet, and otherwise satisfactory to the Agent and its counsel, you and your
counsel, (d) your compliance with the terms of this Commitment Letter and
the Term Sheet, and (e) any other conditions expressly set forth in this
Commitment Letter or the Term Sheet.


 


The Agent hereby notifies
you that pursuant to the requirements of the USA Act, Title III of Pub. L.
107-56 (signed into law October 26, 2001) (the “Patriot  Act”), the Agent is required to
obtain, verify and record information that identifies the Borrower, which
information includes your name and address and other information that will
allow the Agent to identify the Borrower in accordance with the Patriot
Act.  This notice is given in accordance
with the requirements of the Patriot Act and is effective for the Agent and
each Lender.


 


This Commitment Letter and
the Term Sheet shall be governed by and construed in accordance with the laws
of the State of New York, without regard to conflicts of law principles. Each
of you, each Lender and the Agent waive the right to a trial by jury with
respect to any matter relating to this Commitment Letter and the Term Sheet and
agree that the state and federal courts located in the Borough of Manhattan,
New York, New York, shall have exclusive jurisdiction over any dispute
regarding the same.


 


As
consideration for each Initial Lender’s (as defined below) commitment and
agreement under this Commitment Letter with respect to the Facilities, you
agree to pay to the Agent, for the benefit of any OpCo Lender (and such other
Lenders to which the Company provides its written consent not to be
unreasonably withheld) that executes and delivers a Joinder by 5:00 p.m.,
New York City time, on May 8, 2009 (each an “Initial Lender”)), a
commitment fee (the “Commitment Fee”) in an amount equal to 5% of the
Facility Amount in the aggregate.  The
Commitment Fee will be payable to the Agent, for the benefit of the Initial
Lenders, in immediately available funds in full on the date the Commitment
Letter is signed by the Company (subject to any required approvals of the
Bankruptcy Court); provided, however, that if the Company has not paid the
Commitment Fee to the Agent by 5:00 p.m., New York City time, on May 18,
2009, this Commitment Letter and the Agent’s and each Lender’s commitment, and
the Agent’s and each Lender’s undertakings hereunder, will terminate in their
entirety.  For the avoidance of doubt,
only Initial Lenders shall be entitled to receive the Commitment Fee on a pro
rata basis in accordance with the percentage of its commitment as set forth on
Annex A to a Joinder.  To the extent the
commitment is oversubscribed, the Agent reserves the right, and shall have
final authority, to reallocate commitments among the Initial Lenders on a pro
rata basis equal to the amount of such Initial Lender’s loans under the OpCo
Credit Facility (as defined below), or otherwise. Any Lender that becomes a
Lender through assignment or otherwise shall not be entitled to any Commitment
Fee.


 

















 


The Agent shall hold the
Commitment Fee in escrow on behalf of the Initial Lenders until the earlier of
either (i) this Commitment Letter being terminated, and (ii) the
funding of the Facilities on the Closing Date, in each case, at which time, the
Agent shall pay to each Initial Lender its pro rata portion of the Commitment
Fee so long as such Initial Lender has complied with its obligations under this
Commitment Letter, the Term Sheet and any definitive documentation entered into
among the Agent, the Borrower and the Lenders. 
To the extent any Initial Lender fails to comply with its obligation to
fund (a “Defaulting Lender”) and another Lender (a “Replacement
Lender”) funds such Defaulting Lender’s commitments, then such Replacement
Lender shall receive the Commitment Fee that would have been due the Defaulting
Lender if the Defaulting Lender had funded as required.  Each of the Agent’s (on behalf of its
affiliates) and the Initial Lender’s commitments and undertakings hereunder
shall be several and the funding by another Initial Lender or the Agent (on
behalf of its affiliates) of its portion of the Facilities shall not be a
condition to funding of any other Initial Lender’s portion of the Facilities.


 


The Agent and each Initial
Lender entering into a Joinder agrees that no portion of the obligations of any
committed party hereunder or under a Joinder shall be assigned except with the
written consent of the Company (not to be unreasonably withheld); provided,
however, the Company hereby consents to any assignment to any OpCo Lender or
their affiliates.


 


The Company shall pay to the
Agent all legal fees, costs and expenses incurred by the Agent (or its
affiliates) in connection with the Agent’s (and its affiliates’) negotiation
and consummation of the Plan of Reorganization and the transactions
thereunder.  Upon receipt of an invoice, (i) the
Company shall pay all such fees, costs and expenses at the same time as when
the Company pays the Commitment Fee (the “First Payment”), and (ii) the
Company shall pay all such fees, costs and expenses incurred before or after
the First Payment and not otherwise paid, on the Closing Date.


 


The Company shall pay all
reasonable and documented out-of-pocket expenses of the Agent and the Lenders,
including legal fees and any fairness opinions required by the Agent or its
affiliates, incurred in connection with the documentation of the Facilities,
promptly following receipt of invoice.


 


Neither this Commitment
Letter nor the Term Sheet shall commit or otherwise obligate the Company to
enter into definitive documentation with the Agent or any Lender for the Facilities.  Furthermore, the Company shall be permitted,
at any time, to solicit and engage in discussions with other potential lenders
and agents who may be able to provide the Company with alternative financing.


 


If you agree with the
foregoing, please sign and return to us the enclosed copy of this Commitment
Letter not later than by 5:00 p.m., New York City time, on May 5,
2009.  In the event that the Facility
does not close on or before December 31, 2009, then this Commitment Letter
and the Agent’s and each Lender’s commitment and the Agent’s and each Lender’s
undertakings hereunder shall automatically terminate unless the Agent and each
Lender in its sole discretion agrees in writing to an extension.  Before such date, the 


 

















 


Agent may terminate this Commitment Letter, and the
Agent’s and each Lender’s commitment and the Agent’s and each Lender’s
undertakings hereunder, if any event occurs or information becomes available
that, in the Agent’s judgment, results or is likely to result in the failure to
satisfy any condition precedent set forth or referred to in this Commitment
Letter or the Term Sheet.


 

















 


We greatly appreciate the
opportunity to work with you on this transaction and look forward to your
response.  Please feel free to call Ken
Shea at 212-702-4393 with any questions you may have.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  ICAHN CAPITAL LP,
  as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


Agreed
and Accepted this


 


4th
day of May, 2009


 


 


TROPICANA ENTERTAINMENT INC.


 


 


	
  By:

  	
   

  	
   

  
	
  Name:
  Scott Butera

  	
   

  
	
  Title: Chief Executive Officer

  	
   

  



 














 


EXECUTION COPY


 


ANNEX A


 


TROPICANA
ENTERTAINMENT INC.

$150,000,000 SENIOR SECURED CREDIT FACILITIES


 


Summary
of Principal Terms and Conditions


 


	
  Borrower:

  	
   

  	
  Tropicana
  Entertainment Inc. (the “Company”
  or the “Borrower”), a company
  organized to acquire the interests in certain of the direct and indirect
  subsidiaries of Tropicana Entertainment Holdings, LLC, debtor-in-possession
  under Chapter 11 of the United States Bankruptcy Code in the United States
  Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

  
	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
  All
  obligations under the Facility will be unconditionally guaranteed (the “Guarantee”) by substantially all of the
  Company’s existing and subsequently acquired or organized domestic
  subsidiaries, with certain exceptions to be agreed upon and subject to
  obtaining necessary regulatory approvals (the “Guarantors” and, together with the Borrower, the “Credit Parties”) (it being agreed that
  Tropicana Las Vegas Holdings, LLC and its subsidiaries shall not be
  Guarantors).

  
	
   

  	
   

  	
   

  
	
  Use of Proceeds:

  	
   

  	
  The
  proceeds of the Facility will be used to repay certain indebtedness,
  including the Company’s debtor-in-possession financing, to pay Bankruptcy
  Court-approved administrative claims and expenses, to provide for working
  capital, to pay fees and expenses relating to the Facility, and other general
  corporate purposes.

  
	
   

  	
   

  	
   

  
	
  Sole Lead Arranger and Sole Bookrunner:

  	
   

  	
   

  An
  entity affiliated with Carl C. Icahn (in its capacities as Sole Lead Arranger
  and Sole Bookrunner, the “Arranger”).

  
	
   

  	
   

  	
   

  
	
  Administrative  Agent: 

  	
   

  	
  An
  affiliate of the Arranger or a Lender reasonably satisfactory to the Borrower
  and the Arranger (in such capacity, the “Administrative
  Agent”). 

  
	
   

  	
   

  	
   

  
	
  Lenders:

  	
   

  	
  Banks,
  financial institutions and other institutional lenders selected by
  the Arranger in consultation with the Company (each, a “Lender” and, collectively, the “Lenders”) provided that the Company
  shall consent to

  



 

















 


	
   

  	
   

  	
  any
  OpCo Lender (as defined in the First Amended Joint Plan of Reorganization of
  Tropicana Entertainment, LLC and Certain of its Debtor Affiliates Under
  Chapter 11 of the Bankruptcy Code (the “OpCo Plan”)) becoming a Lender
  hereunder. The Arranger will offer each other OpCo Lender the opportunity to
  become a Lender under the Term Loan Facility (as defined below) on a pro rata
  basis equal to the amount of such OpCo Lender’s loans under the OpCo Credit
  Facility (as defined in the OpCo Plan), but only to the extent such OpCo
  Lender is an “accredited investor” as such term is defined in Rule 501
  of the Securities Act of 1933.

  
	
   

  	
   

  	
   

  
	
  Type and  Amount of Facilities: 

  	
   

  	
   

  The
  Facility shall provide for $150.0 million (the “Facility
  Amount”) of financing which will include: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  a
  $20,000,000 senior secured revolving credit facility (the “Revolving Facility”); and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  a
  $130,000,000 senior secured term loan credit facility to be issued at a
  discount of 7% (the “Term Loan Facility”).

  
	
   

  	
   

  	
   

  
	
  Availability

  	
   

  	
  No
  limitations on borrowing, except that (i) each borrowing shall be
  preceded by a written notice (at least two business days prior to the date
  when the loan is to be made), (ii) loans shall only be made in
  increments of no less than $5 million (or such lesser amount as remains
  available under the Revolving Facility), and (iii) satisfaction of all
  conditions to borrowing.

  
	
   

  	
   

  	
   

  
	
  Maturity:

  	
   

  	
  The
  maturity date of the Facility will be (and all loans and obligations under
  the Facility shall be repaid in full on) the earliest of: (i) the third
  anniversary of the Closing Date (as defined below), and (ii) the
  acceleration of the loans and termination of the commitments in accordance
  with the terms of the Facility.

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  The
  date on which borrowings under the Facility are made, which shall be upon
  consummation of the OpCo Plan (including without limitation all requirements
  and obligations set forth under Article X.B of the OpCo Plan) approved
  by the Bankruptcy Court pursuant to the confirmation order (the “Confirmation Order”) (the “Closing Date”).

  



 

















 


	
  Interest Rate:

  	
   

  	
  All
  amounts outstanding under the Facility will bear interest at the rate of 15%
  per annum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon
  an event of default, following notice by the Agent, an additional 2% per
  annum will be payable on all amounts outstanding under the Facility.

  
	
   

  	
   

  	
   

  
	
  Commitment Fee:

  	
   

  	
  An amount equal to 5% of
  the Facility Amount (it being understood that the fee described on in this
  provision is the same Commitment Fee referenced in the Commitment Letter).

  
	
   

  	
   

  	
   

  
	
  Administrative Fee:

  	
   

  	
  An
  amount equal to $100,000 paid annually on each anniversary of the Closing
  Date, or if a third party is engaged to act as administrative agent, such
  other reasonable amount necessary to pay such administrative agent’s fees
  that is reasonably acceptable to the Borrower.

  
	
   

  	
   

  	
   

  
	
  Revolver OID Fee:

  	
   

  	
  An amount equal to 7% of the Revolving Facility
  shall be payable on the Closing Date.

  
	
   

  	
   

  	
   

  
	
  Interest Payments:

  	
   

  	
  Periodically,
  in arrears, on the last day of each fiscal quarter, and upon prepayment
  payable in arrears and computed on the basis of a 360-day year.

  
	
   

  	
   

  	
   

  
	
  Funding Protection:

  	
   

  	
  Gross-up
  for withholding, compensation for increased costs and compliance with capital
  adequacy and other regulatory restrictions, in each case, to the extent such
  costs are actually incurred.

  
	
   

  	
   

  	
   

  
	
  Unused Line Fee:

  	
   

  	
  A fee equal 0.75% per annum
  multiplied by the daily average undrawn portion of the Revolving Facility (to
  the extent available) will accrue from the Closing Date and shall be payable
  quarterly in arrears.

  
	
   

  	
   

  	
   

  
	
  Amortization:

  	
   

  	
  The
  principal amount of the Term Loan will be payable as follows: 1% of the
  outstanding amount of the Term Loan shall be paid within 1 year from the
  Closing Date; an additional 1% of the outstanding amount of the Term Loan
  shall be paid within 2 years from the Closing Date; and the balance shall be
  paid on or before the Maturity Date.

  
	
   

  	
   

  	
   

  
	
  Voluntary Prepayments:

  	
   

  	
  The
  Facility may be prepaid in whole or in part subject to a 2.0% premium (it
  being agreed that the premium shall

  



 

















 


	
   

  	
   

  	
  not
  be applicable to repayments under the Revolving Facility unless such
  repayments coincide with terminations of the commitment).

  
	
   

  	
   

  	
   

  
	
  Mandatory Prepayments:

  	
   

  	
  Mandatory prepayments of the Facilities shall be
  required to be paid (a) with net proceeds from sales of any collateral
  (excluding certain sales or other dispositions in the ordinary course of
  business to be mutually agreed, certain intercompany transactions and sales
  of assets for less than an amount to be mutually agreed); provided, however
  that no prepayment is required unless and until aggregate net cash proceeds
  exceed an amount to be mutually agreed in the aggregate (but subject to
  reinvestment rights); and (b) with net proceeds from certain specified
  debt issuances to be agreed upon. Mandatory prepayments of the Facilities
  shall be applied first to repay outstanding Term Loans and second, to repay
  outstanding Revolving Loans (without reducing commitments).

  
	
   

  	
   

  	
   

  
	
  Priority/Security:

  	
   

  	
  All
  obligations of the Credit Parties to the Administrative Agent, the Lenders
  and any issuing bank under the Loan Documents, including all direct
  borrowings and any interest rate hedging obligations of the Borrower owed to
  a Lender or its affiliates, shall at all times be secured by a first priority
  perfected lien on substantially all of the Credit Parties’ personal, real and
  mixed property and assets (except as otherwise agreed to by the Arranger and
  subject, in each case, to obtaining necessary regulatory approvals) and an
  equity pledge of all the equity of the Credit Parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding
  the foregoing, the Revolving Facility shall be “first out”, such that the
  proceeds of the collateral securing the obligations owed to the Lenders under
  the Facility shall, upon and following an Event of Default and in the
  exercise of remedies of such obligations and liquidation of such collateral,
  be applied first to the obligations of the lenders under the Revolving
  Facility.

  



 

















 


	
  Representations and Warranties:

  	
   

  	
   

  The
  Facility will include, without limitation, the following representations and
  warranties by the Credit Parties (with appropriate thresholds and exceptions
  appropriate for facilities of this type): valid existence, compliance with
  law, requisite power, due authorization, approvals, no conflict with
  agreements or applicable law, enforceability of the definitive documentation
  relating to the Facilities (the “Credit Documents”), ownership of
  subsidiaries, material accuracy of financial statements and all other
  information provided, absence of material adverse litigation, taxes, margin
  regulations, no burdensome restrictions, no default under material agreements
  or the Credit Documents, inapplicability of Investment Company Act, use of
  proceeds, insurance, labor matters, ERISA, environmental matters, security
  interests, existing debt, liens and investments, necessary rights to
  intellectual property and ownership of properties.

  
	
   

  	
   

  	
   

  
	
  Financial Reporting  Requirements

  	
   

  	
   

  The Borrower shall provide: (i) quarterly
  consolidated financial statements of the Borrower, the Guarantors and their
  respective subsidiaries within 60 days of quarter-end for the first 3 fiscal
  quarters of the fiscal year, certified by an authorized officer of the
  Borrower; (ii) annual audited consolidated financial statements of the
  Borrower and its subsidiaries within 90 days of year-end, certified with
  respect to such consolidated statements by independent certified public accountants
  acceptable to the Administrative Agent; (iii) copies of all reports on
  Form 10-K, 10-Q or 8-K filed with the Securities and Exchange
  Commission; and (iv) to the extent reasonably available, monthly
  financial statements.

  
	
   

  	
   

  	
   

  
	
  Affirmative
  Covenants:

  	
   

  	
  The
  Facility will include, without limitation, the following affirmative
  covenants by each of the Credit Parties (with respect to the Credit Parties
  and their subsidiaries), in each case with appropriate and necessary
  thresholds, carveouts and exceptions:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  Preservation of corporate
  existence.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
  Compliance with laws
  (including ERISA, regulatory and applicable environmental laws).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C.

  	
  Conduct of business.

  



 

















 


	
   

  	
   

  	
  D.

  	
  Payment of taxes.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E.

  	
  Maintenance of insurance.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  F.

  	
  Access to books and
  records and visitation rights.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  G.

  	
  Maintenance of books and
  records.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  H.

  	
  Maintenance of properties.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  I.

  	
  Use of proceeds.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.

  	
  Provision of additional
  collateral, guarantees and mortgages.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  K.

  	
  Further assurances.

  
	
   

  	
   

  	
   

  
	
  Negative
  Covenants:

  	
   

  	
  The
  Facility will include, without limitation, the following negative covenants
  by each of the Credit Parties (with respect to the Credit Parties and their
  subsidiaries), in each case with appropriate and necessary thresholds,
  carveouts and exceptions:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  Limitations on debt and
  guarantees, with exceptions for, among other things, certain existing debt,
  intercompany debt, debt under performance bonds and other customary matters
  (including slot machine financing arrangements), debt in respect of customary
  banking arrangements, purchase money debt, capital lease obligations, debt in
  respect of hedge agreements, and other debt not to exceed an amount to be
  mutually agreed in the aggregate at any one time.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
  Limitations on liens, with
  exceptions for, among other things, certain existing liens, liens for taxes
  that are not yet due, mechanics’ liens and other related customary liens,
  liens related to purchase money debt and capital lease obligations, and other
  liens not to exceed an amount to be mutually agreed in the aggregate at any
  one time.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C.

  	
  Limitations on loans and
  investments, with exceptions for, among other things, intercompany loans and
  investments, investments related to trade credit and other related customary
  matters, deposits and other credit for suppliers, investments in capital
  expenditures, and investments in community

  



 

















 


	
   

  	
   

  	
   

  	
  development projects to
  the extent required by any governmental authority.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D.

  	
  Limitations on asset
  dispositions, with exceptions for, among other things, ordinary course sales
  and dispositions, sale-leaseback transactions and lease-in-lieu of purchase
  transactions, intercompany transactions and transactions for total
  consideration of no more than an amount to be mutually agreed in the
  aggregate.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E.

  	
  Limitations on mergers,
  consolidations, acquisitions, joint ventures or creation of subsidiaries,
  with exceptions for, among other things, intercompany transactions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  F.

  	
  Limitations on material
  changes in business.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  G.

  	
  Limitations on
  transactions with affiliates, with exceptions for, among other things,
  intercompany transactions and other permitted transactions.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  H.

  	
  Limitations on changes in
  accounting treatment and reporting practices or the fiscal year without the
  Administrative Agent’s consent.

  
	
   

  	
   

  	
   

  
	
  Financial Covenants:

  	
   

  	
  With
  a cushion to be mutually agreed, (i) maximum total leverage ratio of not
  more than a level to be mutually agreed, (ii) EBITDA (definition to be
  mutually agreed) to fixed charges of not more than a level to be mutually
  agreed and (iii) maximum capital expenditures (with an emergency basket,
  carrybacks and carryforwards), tested at intervals to be mutually agreed.

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
  The
  Facility will include, without limitation, the following events of default
  (subject, in each case, to materiality thresholds, and customary notice and
  grace periods to be agreed upon):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  Failure to pay principal,
  interest (within 3 business days) or any other amount (within 5 business
  days) when due.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
  Representations and
  warranties incorrect in any respect when given.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C.

  	
  Failure to comply with
  covenants (with grace period as appropriate).

  



 

















 


	
   

  	
   

  	
  D.

  	
  Cross-default to payment
  defaults, or default or event of default, on other indebtedness.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E.

  	
  Failure to satisfy or stay
  execution of judgments in excess of an amount to be mutually agreed (in
  excess of amounts covered by insurance).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  F.

  	
  Bankruptcy or insolvency
  of the Borrower or any of its subsidiaries.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  G.

  	
  The occurrence of certain
  ERISA events that result in liabilities that would reasonably be expected to
  result in a material adverse effect.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  H.

  	
  Actual or asserted
  invalidity or impairment of any document related to the Facilities (including
  the failure of any lien to remain perfected).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  I.

  	
  Change of Control (to be
  defined in a mutually agreed upon manner).

  
	
   

  	
   

  	
   

  
	
  Other
  Reporting Requirements: 

  	
   

  	
  

  The Credit Agreement shall include the following other customary reporting
  requirements: litigation, regulatory, contingent liabilities, ERISA and
  environmental matters. 

  
	
   

  	
   

  	
   

  
	
  Conditions
  Precedent to Initial Borrowings: 

  	
   

  	
  

  The several obligations of the Lenders to make, or cause one of their
  respective affiliates to make, loans and other extensions of credit under the
  Facility on the Closing Date will be subject to the following conditions
  precedent, including, without limitation: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  Bankruptcy
  Issues.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (a)

  	
  The Bankruptcy Court shall have entered the Confirmation Order;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (b)

  	
  The Confirmation Order shall not have been reversed, modified,
  amended, stayed or vacated;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (c)

  	
  The Credit Parties shall be in compliance with the Confirmation
  Order;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (d)

  	
  The appointment of at least five of the seven members of the
  Company’s Board of Directors and their ability to serve as directors and
  perform the duties of directors

  



 

















 


	
   

  	
   

  	
  shall (i) comply with all applicable regulatory requirements and
  (ii) have been approved, qualified, licensed, found suitable or otherwise
  permitted to serve in such capacity, as applicable, by all applicable gaming
  authorities; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  As of the Closing Date, the Plan of Reorganization shall have been
  substantially consummated.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Concurrent
  Transactions.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  On the Closing Date, the Borrower’s existing debtor-in-possession
  credit facility shall have been repaid in full, all commitments relating
  thereto shall have been terminated, and all liens or security interests
  related thereto shall have been terminated or released, in each case on terms
  reasonably satisfactory to the Arranger.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Performance
  of Obligations.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  All costs, fees, expenses related to the Facility that are payable to
  the Arranger, the Administrative Agents or the Lenders shall have been paid
  to the extent due;

  
	
   

  	
  (b)

  	
  No Event of Default shall exist; and

  
	
   

  	
  (c)

  	
  Representations and warranties shall be true and correct in all
  respects.

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Customary
  Closing Documents.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  The Arranger shall be reasonably satisfied that the Company has complied
  with the following additional closing conditions: (i) the delivery of
  legal opinions, corporate records and documents from public officials, lien
  searches and officer’s certificates; and (ii) evidence of authority; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The Administrative Agent and the Arranger shall have received from
  the Credit Parties executed Loan Documents and related security and closing
  documents reasonably satisfactory in form and substance to the

  



 

















 


	
   

  	
   

  	
   

  	
  Administrative Agent, the Arranger and the Borrower.

  
	
   

  	
   

  	
   

  
	
  Conditions to All Borrowings:

  	
   

  	
   

  The
  conditions to all borrowings will include requirements relating to prior
  written notice of borrowing, the accuracy of representations and warranties,
  the absence of any default or potential event of default, and will otherwise
  be customary and appropriate for financings of this type.

  
	
   

  	
   

  	
   

  
	
  Assignments and Participations:

  	
   

  	
   

  The
  Facility will provide customary and appropriate provisions relating to
  assignments, participations and related matters in a form reasonably
  satisfactory to the Arranger, the Administrative Agent, the Lenders and the
  Borrower. Each assignment will be in an amount of an integral multiple of
  $5,000,000.

  
	
   

  	
   

  	
   

  
	
  Amendments:

  	
   

  	
  The
  Facility will provide customary and appropriate provisions relating to
  amendments and related matters in a form reasonably satisfactory to the
  Arranger, the Administrative Agent, the Lenders and the Borrower.

  
	
   

  	
   

  	
   

  
	
  Taxes:

  	
   

  	
  The
  Facility will provide customary and appropriate provisions relating to taxes
  and related matters in a form reasonably satisfactory to the Arranger, the
  Administrative Agent, the Lenders and the Borrower.

  
	
   

  	
   

  	
   

  
	
  Indemnity:

  	
   

  	
  The
  Facility will provide customary and appropriate provisions relating to
  indemnity and related matters in a form reasonably satisfactory to the Arranger,
  the Administrative Agent, the Lenders and the Borrower.

  
	
   

  	
   

  	
   

  
	
  Governing Law and  Jurisdiction: 

  	
   

  	
   

  The
  Facility will provide that the Credit Parties will submit to the
  non-exclusive jurisdiction and venue of courts in any state or federal court
  of competent jurisdiction in the state, county and city of New York; and
  shall waive any right to trial by jury. New York law shall govern the Loan
  Documents. 

  
	
   

  	
   

  	
   

  
	
  Warrants:

  	
   

  	
  The
  Company shall issue penny warrants to the Lenders in an amount equal to 5%
  percentage of the Company’s common equity interests on terms acceptable to
  the Arranger, including without limitation, weighted average life
  adjustments.

  



 














 


EXECUTION
COPY


 


ANNEX B


 


Form of Joinder to Commitment Letter


 


This JOINDER (“Joinder”) to
that certain Commitment Letter (the “Commitment Letter”),
dated as of May 4, 2009, by and among Tropicana Entertainment Inc., Icahn
Capital LP, as Agent and a Lender, and the other signatories thereto, is made
and entered into as of [            ],
2009, by [               ], a [        ] (“[        ]”). 
Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the Agreement.


 


WHEREAS, the Commitment Letter provides that any
OpCo Lender may participate as a Lender under the Commitment Letter by
executing and delivering a Joinder by no later than 5:00 p.m., New York
City time, on May 8, 2009;


 


WHEREAS, the undersigned has decided to participate
as a Lender under the Commitment Letter and is executing and delivering this
Joinder by 5:00 p.m., New York City time, on May 8, 2009


 


NOW, THEREFORE, in consideration of the mutual
covenants contained in the Commitment Letter and herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, [               ] hereby
agrees as follows:


 


1.             Agreement
to Be Bound.  [      ] hereby acknowledges, agrees and
confirms that, by its execution of this Joinder, it hereby (i) joins and
becomes a party to the Commitment Letter and, by virtue thereof, it hereby is a
“Lender” thereunder, and (ii) commits, on the terms and subject to the
conditions set forth in the Commitment Letter and the Term Sheet, to provide
the percentage and dollar amount of the Term Loan Facilities as set forth on
Annex A to this Joinder.


 


2.             Governing Law. 
This Joinder shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles.
[                   ] waives the right to
a trial by jury with respect to any matter relating to this Joinder, the
Commitment Letter or the Term Sheet and agrees that the state and federal
courts located in the Borough of Manhattan, New York, New York, shall have
exclusive jurisdiction over any dispute regarding the same.


 


).


 


[Signature on following
page]


 

















 


IN WITNESS WHEREOF, [        ] has executed this Joinder as of the
date written above.


 


 


	
   

  	
  [             ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 

















 


EXECUTION
COPY


 


ANNEX A to Joinder


 


Lenders and Commitments


 


	
  Name of Lender

  	
   

  	
  Percent of Term Loan Facility

  	
   

  	
  Dollar Amount of Term

  Loan Facility

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Icahn Capital LP, and its
affiliates, commits to fund 100% of the Revolving Loan Facility.