AMENDMENT NO. 1 TO LOAN AGREEMENT

          This Amendment No. 1 to Loan Agreement (this
"Amendment"), dated as of May 28, 1998 is entered into with
reference to the Second Amended and Restated Loan Agreement
dated as of October 4, 1994, among Tropicana Enterprises, a
Nevada general partnership ("Borrower"), Hotel Ramada of
Nevada, a Nevada corporation ("HRN"), the Banks,  Lead
Managers, Co-Agents, and Co-Managing Agent referred to therein,
and Bank of America National Trust and Savings Association, as
Managing Agent (the "Loan Agreement").  Capitalized terms used
but not defined herein have the meanings set forth for those
terms in the Loan Agreement. 

          Borrower, HRN, and the Administrative Agent, acting
with the consent of the Banks under the Loan Agreement, hereby
agree as follows:

1.Titles.  It is hereby agreed that Bank of America National
Trust and Savings Association (together with each successor
thereto appointed in accordance with the terms of the Loan
Agreement) shall serve as the administrative agent for the
Banks under the Loan Agreement (in such capacity, the
"Administrative Agent"), and is hereby appointed in that
capacity by each of the Banks.  Each reference contained in the
Loan Agreement and the other Loan Documents to the term
"Managing Agent" shall be deemed a reference to the
"Administrative Agent", and Bank of America National Trust and
Savings Association (and each successor) shall be entitled to
exercise each of the powers, shall be subject to all of the
duties, and shall be entitled to all of the indemnities and
exculpations, formerly ascribed to the Managing Agent.  Each
reference to the Lead Managers, Co-Agents and Co-Managing Agent
in the Loan Agreement and other Loan Documents shall be deemed
eliminated and, in lieu thereof, reference shall therein be
made to Bankers Trust Company and Societe Generale, as
Documentation Agents, and Bank of Scotland, Credit Lyonnais
Los Angeles Branch and PNC Bank, National Association as Co-
Agents.

2.Definitions.  Section 1.1 of the Loan Agreement is hereby
amended so that the following definitions included therein are
amended to read in full as follows:
          "Discretionary Notes" means any of the Discretionary
          Notes issued by Borrower to a Bank evidencing that
          Bank's Pro Rata Share of the Loans, substantially in
          the form of Exhibit C-2 hereto.

          "Master Note" shall mean the Master Note dated as of
          May __, 1998 made by Borrower in favor of the
          Administrative Agent to collectively evidence the
          Loans made by all of the Banks, substantially in the
          form of Exhibit "C-1" hereto, either as originally
          executed or as the same may from time to time be
          supplemented, modified, amended, renewed, extended or
          supplanted.

          "Notes means, collectively, the Master Note and any
          Discretionary Notes, in each case either as
          originally executed or as the same may from time to
          time be supplemented, modified, amended, renewed,
          extended or supplanted.

          "Other Loan Agreement" means the Amended and Restated
          Reducing Revolving Loan Agreement among Aztar
          Corporation, the Lenders therein named, and Bank of
          America National Trust and Savings Association, as
          Administrative Agent, either as originally executed
          or as the same may from time to time be supplemented,
          modified, amended, renewed, extended or supplanted.

     It is understood and agreed that the use of the term
     "Bank" in the Loan Agreement and the other Loan Documents
     shall not infer that present or future members of the
     group of Banks are or must be national banks organized
     under the National Bank Act, or any other form of
     commercial bank.

3.Section 10.3(b) - Assignments.  Section 10.3(b) of the Loan
Agreement is hereby amended to read in full as follows (with
emphasis denoting the change from the existing text of the Loan
Agreement):
               "(b)  From time to time, each Bank may assign
          all or any portion of its Note to one or more
          Eligible Assignees; provided that (i) such Eligible
          Assignee, if not then a Bank or an Affiliate of the
          assigning Bank, shall be approved by each of the
          Administrative Agent, HRN and Borrower (neither of
          which approvals shall be unreasonably withheld or
          delayed), (ii) such assignment shall be evidenced by
          a Commitment Assignment and Acceptance, a copy of
          which shall be furnished to the Administrative Agent
          as hereinbelow provided, (iii) except in the case of
          an assignment to an Affiliate of the assigning Bank,
          to another Bank or of the entire Note of the
          assigning Bank, the assignment shall not assign a
          Pro Rata Share that, when added to the pro rata share
          of the obligations under the Other Loan Agreement
          being concurrently assigned to the same Eligible
          Assignee, is equivalent to less than $10,000,000,
          (iv) assignment of a Pro Rata Share must be
          concurrent with an assignment to the same Eligible
          Assignee of the same pro rata share of the assigning
          Bank's pro rata share of the Other Loan Agreement and
          (v) the effective date of any such assignment shall
          be as specified in the Commitment Assignment and
          Acceptance, but not earlier than the date which is
          five (5) Banking Days after the date the
          Administrative Agent has received the Commitment
          Assignment and Acceptance.  Upon the effective date
          of such Commitment Assignment and Acceptance, the
          Eligible Assignee named therein shall be a Bank for
          all purposes of this A/R Loan Agreement, with the Pro
          Rata Share of the Commitment therein set forth and,
          to the extent of such Pro Rata Share, the assigning
          Bank shall be released from its further obligations
          under this A/R Loan Agreement.  Borrower agrees that
          it shall execute and deliver (against delivery by the
          assigning Bank to Borrower of its Discretionary Note)
          to such assignee Bank, a Discretionary Note
          evidencing that assignee Bank's Pro Rata Share of the
          Loans, and to the assigning Bank, a Discretionary
          Note evidencing the remaining balance Pro Rata Share
          retained by the assigning Bank."

4.Section 10.13.  A new Section 10.13 is hereby added to the
Loan Agreement, to read as follows:
          "Section 10.13  Withdrawal of Jaffe Group. 
          Notwithstanding anything to the contrary contained in
          this Agreement, the Notes or any of the other Loan
          Documents, each of the Administrative Agent and the
          Banks hereby irrevocably (i) consents to the
          acquisition by Aztar Corporation or any Subsidiary of
          Aztar Corporation (as the term "Subsidiary" is
          defined in the Other Loan Agreement) of the 50%
          general partnership interest in the Borrower not
          owned by Adamar as of the effective date of this
          Amendment and the withdrawal of the Jaffe Group as
          partners of Borrower and from the partnership
          consisting of Borrower and (ii) acknowledges,
          confirms and agrees, without limiting the provisions
          of Section 8.16 of this Agreement, Section 25 of the
          Master Note and Section 6 of the Discretionary Notes,
          that no member of the Jaffe Group has, or after such
          acquisition of such partnership interest and such
          withdrawal as partners and from the partnership shall
          have, any personal liability for any of the Loans or
          any other indebtedness, obligations or liabilities at
          any time outstanding or arising under this Agreement,
          the Notes or any of the other Loan Documents."


5.Cross References to Notes.  The cross references set forth in
Section 8.20 of the Loan Agreement to "Sections 8, 9 or 14(c)
of that Bank's Note" shall hereafter be deemed references to
Section 7, 8 and 13(c) of the Master Note.

6.Certain Exhibits.  The form of Exhibit C to the Loan
Agreement is hereby replaced with Exhibits C-1 and C-2 to this
Amendment.

7.Master Note and Discretionary Notes.  Concurrently with the
execution of this Amendment, Borrower will issue a single
Master Note to the Administrative Agent to collectively
evidence the Loans made by all of the Banks under the Loan
Agreement, and the Master Note will supersede and replace each
of the Notes heretofore issued pursuant to the Loan Agreement. 
Each of Banks party to the Loan Agreement as in effect prior to
this Amendment shall surrender its old Note to Borrower within
a reasonable time following the execution of this Amendment,
but the failure of any Bank to so surrender its Note shall not
affect the fact that such old Note has been superseded by the
Master Note.  Borrower agrees that it shall promptly issue a
Discretionary Note to each Bank which requests the same from
time to time shall to evidence its Loans under the Loan
Agreement.

8.Confirmation As to Principal Outstanding. Borrower
confirms that, as of the date of this Amendment, the aggregate
principal amount of the outstanding Loans is Sixty-Two Million
Two Hundred Seventy-Eight Thousand Four Hundred Thirty-Three
and 79/100 Dollars ($62,278,433.79).

9.Typographical Errors.  The first word in Section 5.23(c) of
the Loan Agreement is corrected to read "Waive."  The cross-
references in Section 8.20 of the Loan to "Section 11.25" are
corrected to read "Section 11.24."

10.Representation and Warranty.  Borrower and HRN hereby
represent and warrant to the Administrative Agent and each of
the Banks that each of the representations and warranties set
forth in Article 4 of the Loan Agreement (other than those
which expressly relate to a particular date) are true and
correct as of the date hereof, and giving effect to the
transactions contemplated to occur as of the date hereof, and
no Default or Event of Default has occurred and remains
continuing or will result from the execution and delivery of
this Amendment.

11.Conditions Precedent.  The following shall be conditions
precedent to the effectiveness of this Amendment:
          (a)  The Administrative Agent shall have received the
     written consent of each of the Banks to its execution and
     delivery of this Amendment;

          (b)  The Jaffe Group shall have executed and
     delivered a written reaffirmation of the Subordination
     Agreement substantially in the form of Exhibit A hereto;

          (c)  Borrower shall have issued the Master Note to
     the Administrative Agent, and shall have issued
     Discretionary Notes to each Bank requesting a
     Discretionary Note;

          (d)  Borrower shall have executed an Amendment to the
     Deed of Trust, substantially in the form of Exhibit B
     hereto;

          (e)  The Administrative Agent shall have received a
     legal opinion of counsel to Borrower and HRN with respect
     to the due authorization, execution and delivery of this
     Amendment by Borrower and HRN, the enforceability thereof
     and such related matters as the Administrative Agent may
     reasonably request; 

          (f)  The Administrative Agent shall have received
     such certificates with respect to the authorization of
     this Amendment under Borrower's Partnership Agreement as
     it may reasonably request;

          (g)  The Administrative Agent shall have received
     such estoppel certificates with respect to the HRN Master
     Lease as it may reasonably request;

          (h)  The Administrative Agent shall have received a
     CLTA 110.5 endorsement to its policy of title insurance
     assuring the continued priority and perfection of the Deed
     of Trust which is in a form acceptable to the
     Administrative Agent;

          (i)  No Default or Event of Default shall have
     occurred and remain continuing and the Administrative
     Agent shall have received a certificate to that effect
     from Borrower; and

          (j)  A Global Assignment and Release, substantially
     in the form of Exhibit D hereto, shall have been executed
     by each of the Banks concurrently herewith.

12.Confirmation.  In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.

"Borrower"

TROPICANA ENTERPRISES, a Nevada
general partnership

     By: ADAMAR OF NEVADA, general
     partner


     By: N. ARMSTRONG
     
     Title: V.P.   Secretary



"HRN"

HOTEL RAMADA OF NEVADA, a Nevada
corporation


By:  N. ARMSTRONG 

Title: V.P.   Secretary


BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent


By:  JANICE HAMMOND
     Janice Hammond
     Vice President

Address:

Bank of America National Trust and
Savings Association
555 South Flower Street, 11th Floor,
#20529
Los Angeles, California  90071

Attn:  Janice Hammond, Vice President

Telecopier:  (213) 228-2299
Telephone:   (213) 228-9861



BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank


By:  SCOTT L. FABER
     Scott L. Faber
     Vice President

Outstanding principal amount as of the
date of this Amendment: $12,302,921.10

Address:

Bank of America National Trust and
Savings Association
555 South Flower Street, 11th Floor,
#3283
Los Angeles, California  90071

Attn: Scott L. Faber, Vice President

Telecopier:  (213) 228-2641 
Telephone:   (213) 228-2768

With a copy to:

Bank of America National Trust and
Savings Association
555 South Flower Street (LA-5777)
Los Angeles, California  90071

Attn:William Newby 
     Managing Director

Telecopier:  (213) 228-3145
Telephone:   (213) 228-2438



BANKERS TRUST COMPANY, as
Documentation Agent and as a Bank



By  GINA S. THOMPSON
    Gina S. Thompson

Outstanding principal amount as of the
date of this Amendment: $10,950,809.55

Address:

Bankers Trust Company
130 Liberty Street
New York, New York 10006

Attn:David Bell
     Vice President

Telecopier: (212) 250-7218
Telephone: (212) 250-9048



SOCIETE GENERALE, as Documentation
Agent  and as a Bank



By DONALD L. SCHUBERT
Donald L. Schubert
First Vice President

Outstanding principal amount as of the
date of this Amendment: $10,950,809.55

Address:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn:Donald L. Schubert
     First Vice President

Telecopier: (310) 551-1537
Telephone: (310) 788-7104

With a copy sent to:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn: Jane van Brussel

Telecopier: (310) 788-7106
Telephone: 9310) 551-1537

BANK OF SCOTLAND, as Co-Agent and as a
Bank



By  ANNIE CHIN TAT
Annie Chin Tat
Vice President

Outstanding principal amount as of the
date of this Amendment: $5,375,851.96

Address:

Bank of Scotland
565 Fifth Avenue
New York, New York 10017

Attn: Annie Chin-Tat

Telecopier: (212) 557-9460
Telephone: (212) 450-0871

With a copy to:

Bank of Scotland
660 South Figueroa Street, Suite 1760
Los Angeles, California 90017

Attn: Kandis Jaffrey

Telecopier: (213) 489-3594
Telephone: (213) 629-3057

CREDIT LYONNAIS LOS ANGELES BRANCH, as
Co-Agent and as a Bank



By DIANNE M. SCOTT
Dianne M. Scott
Vice President and Manager

Outstanding principal amount as of the
date of this Amendment: $5,375,851.96

Address:

Credit Lyonnais Los Angeles Branch
515 South Flower Street, 22nd Floor
Los Angeles, California 90071

Attn: Glenn Harvey

Telecopier: (213) 623-3437
Telephone: (213) 362-5956

With a copy to:

Ron Finn, Esquire
Legal Department
Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, New York 10019

Telecopier: (212) 459-3187
Telephone: (212) 261-7050



PNC BANK, NATIONAL ASSOCIATION, as Co-
Agent and as a Bank



By GARY W. WESSELS
Gary W. Wessels
Vice President

Outstanding principal amount as of the
date of this Amendment: $5,375,851.96

Address:

PNC Bank, N.A.
Two Tower Center, 16th Floor
East Brunswick, New Jersey 08816

Attn: Denise D. Killen

Telecopier: (732) 220-3270
Telephone: (732) 220-3262



ABN AMRO BANK, N.V., as a Bank



By JEFFREY A. FRENCH
Jeffrey A. French
Group Vice President and Director

By M. TOLENTINO
Michael Tolentino
Assistant Vice President and
Credit Analyst

Outstanding principal amount as of the
date of this Amendment: $2,986,584.43

Address:

ABN AMRO Bank, N.V.
101 California Street, Suite 4550
San Francisco, California 94111-5812

Attn: Michael Tolentino

Telecopier: (415) 362-3524
Telephone: (415) 984-3722



IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION, as a Bank



By STEVEN K. JOHNSON
   Steven K. Johnson
   Senior Vice President

Outstanding principal amount as of the
date of this Amendment: $2,986,584.43

Address:

Imperial Bank
9920 South La Cienega Boulevard, 14th
Floor
Inglewood, California 90301

Attn: Steven K. Johnson

Telecopier: (310) 417-5997
Telephone: (310) 417-5657





KEYBANK NATIONAL ASSOCIATION, as a
Bank



By MARY K. YOUNG
Mary K. Young
Commercial Banking Officer

Outstanding principal amount as of the
date of this Amendment: $2,986,584.43

Address:

KeyBank National Association
700 Fifth Avenue, 46th Floor
Seattle, Washington 98104

Attn: Mary K. Young

Telecopier: (206) 684-6035
Telephone: (206) 684-6085



THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY, as a
Bank



By Y. SATOMI
Yasushi Satomi
Senior Vice President and Chief
Manager


Outstanding principal amount as of the
date of this Amendment: $2,986,584.43


Address:

The Mitsubishi Trust and Banking
Corporation, Los Angeles Agency
801 South Figueroa Street, Suite 500
Los Angeles, California 90017

Attn: F. Frank Herrera

Telecopier: (213) 687-4631
Telephone: (213) 896-4652

<PAGE>
              Exhibit A - Reaffirmation of Subordination
               Exhibit B - Amendment to Deed of Trust
               Exhibit C-1  - Master Note
               Exhibit C-2 - Discretionary Notes
               Exhibit D - Global Assignment and Release



<PAGE>
                          EXHIBIT A-1



                       REAFFIRMATION OF
                    SUBORDINATION AGREEMENT
                  (Jaffe Deed of Trust--Loan)

          THIS AGREEMENT is made and entered into as of May 28,
1998, by and among TROPICANA ENTERPRISES, a Nevada general
partnership, owner of the land hereinafter described and
hereinafter referred to as "Owner", HOTEL RAMADA OF NEVADA, a
Nevada corporation hereinafter referred to as "HRN," and
Beneficiaries (as defined below).  As used herein,
"Beneficiaries" means the following present owners and holders
of the Deed of Trust and Promissory Note first hereinafter
described:  Cary S. Glenner and Ronald Krefman, as Co-Trustees
of the RMS, Jr. Gift Discretionary B Trust under agreement
dated January 3, 1997; Richard M. Seidel, Jr. and Cary S.
Glenner, as Co-Trustees of the RMS, Jr. Discretionary B Trust
under agreement dated January 3, 1997; Richard M. Seidel, Jr.
and Cary S. Glenner, as Co-Trustees of the KK Gift
Discretionary B Trust under agreement dated January 3, 1997;
Richard M. Seidel, Jr. and Ronald Krefman, as Co-Trustees of
the KK Discretionary B Trust under agreement dated January 3,
1997; Richard M. Seidel, Jr. and Cary S. Glenner, as
Co-Trustees of the JSB Gift Discretionary B Trust under
agreement dated January 3, 1997; Richard M. Seidel, Jr. and
Francis J. Bomher, as Co-Trustees of the JSB Discretionary B
Trust under agreement dated January 3, 1997; Richard M.
Seidel, Jr. and Francis J. Bomher, as Co-Trustees of the LG
Gift Discretionary B Trust under agreement dated January 3,
1997; Richard M. Seidel, Jr. and Cary S. Glenner, as
Co-Trustees of the LG Discretionary B Trust under agreement
dated January 3, 1997; Richard M. Seidel, Jr. and Ben S. Jaffe,
as Co-Trustees of the EW Discretionary B Trust under agreement
dated January 3, 1997; Richard M. Seidel, Jr. and Ben S. Jaffe,
as Co-Trustees of the DW Discretionary B Trust under agreement
dated January 3, 1997; Richard M. Seidel, Jr. and Ben S. Jaffe,
as Co-Trustees of the JM Discretionary B Trust under agreement
dated January 3, 1997; Richard M. Seidel, Jr. and Kathy Weiss,
as Co-Trustees of the BJW Descendants Discretionary B Trust for
Kathy Weiss under agreement dated January 3, 1997; Ben S.
Jaffe, as Trustee of the Eugene Trust B Discretionary Trust for
Jean under agreement dated June 15, 1987; Ben S. Jaffe, as
Trustee of the Eugene Trust B Discretionary Trust for Lynn
under agreement dated June 15, 1987; and Ben S. Jaffe, as
Trustee of the Eugene Trust B Discretionary Trust for Ben under
agreement dated June 15, 1987.

                     W I T N E S S E T H:

          WHEREAS, Eugene Jaffe and Evelyn Jaffe, his wife,
Betty Jane Weiss and her then husband Robert A. Weiss, Judith
Jaffe Seidel and Richard M. Seidel, her husband, Lynn Susan
Dooley and Joseph Thomas Dooley, her husband, and Jean Ann
Edwards and her now deceased husband Frank James Edwards, III,
and Ben S. Jaffe, did execute a Deed of Trust, dated June 25,
1968, to Title Insurance and Trust Company, a California
corporation, as trustee, encumbering various real properties
more particularly described therein, including specifically,
that certain real property and improvements situated in the
County of Clark, State of Nevada more particularly described on
that certain exhibit marked Exhibit A, affixed hereto and by
this reference incorporated herein and made a part hereof, to
secure a note in the original principal sum of $7,400,000, of
even date therewith (the "Jaffe Note"), in favor of Ben Jaffe,
which Deed of Trust was recorded July 1, 1968, in the office of
the County Recorder of Clark County, Nevada, in Book 883, as
Document No. 709115, Official Records (the "Jaffe Deed of
Trust").

          WHEREAS, BEN JAFFE died on the 10th day of August,
1968 and his estate was probated in the Eighth Judicial
District Court of the State of Nevada, in and for the County of
Clark, in proceedings No. A57614.

          WHEREAS, the Jaffe Note and Jaffe Deed of Trust were
transferred to Eugene Jaffe and Elsie Jaffe, as Co-Trustees
under the Trust A and the Residuary Trust, each created under
the Last Will and Testament of Ben Jaffe ("Previous
Beneficiaries"), pursuant to the terms of that certain
Promissory Note Transfer Agreement dated November 1, 1982 and
confirmed by Order Approving Co-Executors' Final Account and
Report, Order Approving and Ratifying Actions of Co-Executors,
Order Providing for Distribution of Additional Income after
February 2, 1983 and Authorizing Payment of Fees for Attorney
for Absent Heirs dated April 15, 1983 and filed in proceeding
No. A57614, described hereinabove, on April 15, 1983.

          WHEREAS, the terms of the Jaffe Note were amended by
that certain Note Amendment Agreement dated December 15, 1982
and recorded on June 13, 1983 in the office of the County
Recorder of Clark County, Nevada, in Book 1749, as Document
No. 1708846, Official Records.

          WHEREAS, the Jaffe Note and Jaffe Deed of Trust have
been transferred to Beneficiaries.

          WHEREAS, Owner and HRN did execute a Deed of Trust
and Security Agreement with Assignment of Rents dated
November 19, 1984 (the "Original Bank Deed of Trust"), recorded
November 20, 1984, in the office of the Recorder of Clark
County, Nevada, in Book 2024, Document No. 1983548, Official
Records, for the benefit of the predecessors-in-interest of
Senior Beneficiary (as defined below).

          WHEREAS, the parties hereto (or their predecessors-
in-interest) previously executed, delivered and recorded that
certain Subordination Agreement dated November 19, 1984 (the
"Original Subordination") and recorded on November 20, 1984, in
the office of the County Recorder of Clark County in Book 2024,
as Document No. 1983544, Official Records, pursuant to which
the lien of the Jaffe Deed of Trust was subordinated to the
lien of the Original Bank Deed of Trust.

          WHEREAS, Owner, HRN and Previous Beneficiaries
previously executed that certain Reaffirmation of Subordination
Agreement dated October 4, 1994 (the "October 1994
Reaffirmation"), recorded October 5, 1994 in Book 941005 as
Instrument No. 00645 in the Official Records of Clark County,
Nevada.

          WHEREAS, as more particularly described in the
October 1994 Reaffirmation, the October 1994 Reaffirmation was
entered into substantially concurrently with (i) that certain
Second Amended and Restated Loan Agreement dated October 4,
1994 (as modified from time to time, the "Loan Agreement"),
which amended and restated in its entirety the Original Loan
Agreement so defined in the October 1994 Reaffirmation, and
(ii) an Amended and Restated Deed of Trust and Security
Agreement with Assignment of Rents dated October 4, 1994 (as
modified from time to time, the "Bank Deed of Trust"), which
amended and restated in its entirety the Original Bank Deed of
Trust and which was recorded October 5, 1994 in Book 941005 as
Instrument No. 00644 in the Official Records of Clark County,
Nevada.

          WHEREAS, substantially concurrently herewith Bank of
America National Trust and Savings Association, a national
banking association, as "Administrative Agent" for the Banks so
defined in the Loan Agreement (in such capacity, "Senior
Beneficiary"), has executed (i) that certain Amendment No. 1 to
Loan Agreement of even date herewith (the "Loan Agreement
Amendment"), which amends the Loan Agreement, and (ii) that
certain First Amendment to Amended and Restated Deed of Trust
and Security Agreement with Assignment of Rents (the "Bank Deed
of Trust Amendment"), which amends the Bank Deed of Trust for
the purpose of providing continued security for the Loan
Agreement as amended.

          WHEREAS, it is a condition precedent to the
effectiveness of such Loan Agreement Amendment and Bank Deed of
Trust Amendment that the parties hereto reaffirm the terms and
provisions of the Original Subordination.

          WHEREAS, Beneficiaries are willing to reaffirm that
the Bank Deed of Trust, as modified by the Bank Deed of Trust
Amendment, constitutes a lien or charge upon the real property
described on Exhibit A hereto and all other collateral
described in the Bank Deed of Trust which is unconditionally
prior and superior to the lien or charge of the Jaffe Deed of
Trust.

          NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which consideration is hereby
acknowledged, and in order to induce Senior Beneficiary to
enter into the amendments described above, it is hereby
reaffirmed, declared, understood and agreed as follows:

          (1)  That the Bank Deed of Trust as amended by the
Bank Deed of Trust Amendment, and any renewals or extensions
thereof, is and shall at all times unconditionally be and
remain a lien or charge upon the real property described on
Exhibit A hereto and all other collateral described in the Bank
Deed of Trust, prior and superior to the lien or charge of the
Jaffe Deed of Trust.

          (2)  That Senior Beneficiary would not enter into the
amendments described above without this reaffirmation of
subordination agreement.

          (3)  Beneficiaries declare, agree and acknowledge
that:

               a.   They have reviewed and understand (i) all
     provisions of the Loan Agreement Amendment and (ii) all
     provisions of the Bank Deed of Trust Amendment; and

               b.   They (or their predecessors-in-interest)
     have previously intentionally and unconditionally waived,
     relinquished and subordinated the lien or charge of the
     Jaffe Deed of Trust in favor of the lien or charge upon
     the real property described on Exhibit A hereto and all
     other collateral described in the Bank Deed of Trust and
     hereby reaffirm such waiver, relinquishment and
     subordination with respect to the Bank Deed of Trust and
     all collateral described in the Bank Deed of Trust and
     understand that, in reliance upon, and in consideration
     of, this waiver, relinquishment and subordination, certain
     agreements have been entered into which would not have
     been entered into but for said reliance upon the Original
     Subordination as reaffirmed hereby.

          This document may be executed in counterparts with
the same force and effect as if the parties had executed one
instrument, and each such counterpart shall constitute an
original hereof.

          IN WITNESS WHEREOF, the parties have hereunto set
their hands as of the day and year first above written.

OWNER:

TROPICANA ENTERPRISES,
a Nevada general partnership

By:  ADAMAR OF NEVADA,
     a Nevada corporation,
     its general partner


     By:____________________________
          Nelson W. Armstrong, Jr.
          Vice President and Secretary


HRN:

HOTEL RAMADA OF NEVADA,
a Nevada corporation


By______________________________
     Nelson W. Armstrong, Jr.
     Vice President and Secretary


BENEFICIARIES:



_____________________________________
CARY S. GLENNER,
as authorized agent for each of the Beneficiaries
pursuant to the delegation of authorities,
discretions and powers under that certain
Delegation of Trustees Powers Over Bond Notes
dated December 29, 1997, executed by all of
the Beneficiaries
<PAGE>
                        ACKNOWLEDGMENTS


STATE OF ____________    )
                         ) ss
COUNTY OF ___________    )


     This instrument was acknowledged before me on May ____,
1998 by NELSON W. ARMSTRONG, JR. as Vice President and
Secretary of Adamar of Nevada, a Nevada corporation, as general
partner of Tropicana Enterprises, a Nevada general partnership.


                    ____________________________________
                      (signature of notarial officer)


                    ____________________________________
                              (Title and rank)

                    My commission expires: __________________


STATE OF ____________    )
                         ) ss
COUNTY OF ___________    )


     This instrument was acknowledged before me on May ____,
1998 by NELSON W. ARMSTRONG, JR. as Vice President and
Secretary of Hotel Ramada of Nevada, a Nevada corporation.


                    ____________________________________
                      (signature of notarial officer)


                    ____________________________________
                              (Title and rank)

                    My commission expires: __________________


STATE OF ILLINOIS        )
                         )    ss.
COUNTY OF _______________     )


          On this the _______ day of ________________, 1998,
personally appeared before me, a Notary Public, CARY S.
GLENNER, known to me to be the person described in and who
acknowledged that he executed the foregoing instrument.


                         _______________________________
                         Notary Public




<PAGE>
                          EXHIBIT "A"

                      (Legal Description)


          All that certain real property, situated in the
County of Clark, State of Nevada, and described as follows:


The Northwest Quarter (NW 1/4) of the Northwest Quarter
(NW 1/4) of Section 28, Township 21 South, Range 61 East,
M.D.B. & M.

EXCEPTING from the hereinabove described property that portion
of the Northwest Quarter (NW 1/4) of the Northwest Quarter
(NW 1/4) of Section 28, Township 21 South, Range 61 East,
M.D.B. & M., more particularly described as follows:

COMMENCING at the Northwest corner of said Section;

THENCE South 87 degrees 36' East a distance of 50.06 feet to a point on
the East right of way line of U.S. Highway No. 91, this point
being the true point of beginning;

THENCE South 87 degrees 36' East along the North line of said Section a
distance of 1267.20 feet to a point;

THENCE South  0 degrees 25'00" East a distance of 101.41 feet to a
point;

THENCE South 89 degrees 45'02" West a distance of 1265.75 feet to a
point;

THENCE North 0 degrees 22'00" West a distance of 159.98 feet to the
TRUE POINT OF BEGINNING.

FURTHER EXCEPTING THEREFROM that portion of the Northwest
Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of Section
28, Township 21 South, Range 61 East, M.D.B. & M., as conveyed
to the State of Nevada for public highway by Deed dated
December 15, 1952 and recorded August 11, 1953 as Document
No. 411231, Clark County, Nevada Records.

FURTHER EXCEPTING THEREFROM that portion as conveyed to Clark
County for road purposes by Document No. 104313 and recorded
April 23, 1957.

FURTHER EXCEPTING THEREFROM the Southerly 30 feet as conveyed
to Clark County for road and public utility purposes by
Document No. 262900, recorded February 22, 1973 in Book 303 and
by Document No. 551260, recorded February 4, 1976 in Book 592
of Official Records, Clark County, Nevada.

<PAGE>
                          EXHIBIT A-2



                JAFFE TRUSTEES REAFFIRMATION OF
                    SUBORDINATION AGREEMENT

                  (Jaffe Financing Statement)

          THIS AGREEMENT is made as of May 28, 1998, by the
Junior Trustees (as defined below), Tropicana Enterprises, a
Nevada general partnership (hereinafter called "Owner"), and
Hotel Ramada of Nevada, a Nevada corporation (hereinafter
called "HRN"), in favor of Bank of America National Trust and
Savings Association, a national banking association
(hereinafter called "Lender"), as "Administrative Agent" for
the "Banks," as those terms are defined in that certain Second
Amended and Restated Loan Agreement dated October 4, 1994 among
Owner, HRN, Lender (as Administrative Agent), and each of the
Banks and Co-Agents which executed such agreement (as modified
from time to time, the "Second Amended Loan Agreement").  As
used herein, "Junior Trustees" means, collectively:  Cary S.
Glenner and Ronald Krefman, as Co-Trustees of the RMS, Jr. Gift
Discretionary B Trust under agreement dated January 3, 1997;
Richard M. Seidel, Jr. and Cary S. Glenner, as Co-Trustees of
the RMS, Jr. Discretionary B Trust under agreement dated
January 3, 1997; Richard M. Seidel, Jr. and Cary S. Glenner, as
Co-Trustees of the KK Gift Discretionary B Trust under
agreement dated January 3, 1997; Richard M. Seidel, Jr. and
Ronald Krefman, as Co-Trustees of the KK Discretionary B Trust
under agreement dated January 3, 1997; Richard M. Seidel, Jr.
and Cary S. Glenner, as Co-Trustees of the JSB Gift
Discretionary B Trust under agreement dated January 3, 1997;
Richard M. Seidel, Jr. and Francis J. Bomher, as Co-Trustees of
the JSB Discretionary B Trust under agreement dated January 3,
1997; Richard M. Seidel, Jr. and Francis J. Bomher, as
Co-Trustees of the LG Gift Discretionary B Trust under
agreement dated January 3, 1997; Richard M. Seidel, Jr. and
Cary S. Glenner, as Co-Trustees of the LG Discretionary B Trust
under agreement dated January 3, 1997; Richard M. Seidel, Jr.
and Ben S. Jaffe, as Co-Trustees of the EW Discretionary B
Trust under agreement dated January 3, 1997; Richard M.
Seidel, Jr. and Ben S. Jaffe, as Co-Trustees of the DW
Discretionary B Trust under agreement dated January 3, 1997;
Richard M. Seidel, Jr. and Ben S. Jaffe, as Co-Trustees of the
JM Discretionary B Trust under agreement dated January 3, 1997;
Richard M. Seidel, Jr. and Kathy Weiss, as Co-Trustees of the
BJW Descendants Discretionary B Trust for Kathy Weiss under
agreement dated January 3, 1997; Ben S. Jaffe, as Trustee of
the Eugene Trust B Discretionary Trust for Jean under agreement
dated June 15, 1987; Ben S. Jaffe, as Trustee of the Eugene
Trust B Discretionary Trust for Lynn under agreement dated
June 15, 1987; and Ben S. Jaffe, as Trustee of the Eugene
Trust B Discretionary Trust for Ben under agreement dated
June 15, 1987.

                     W I T N E S S E T H:

          WHEREAS, Eugene Jaffe and Evelyn Jaffe, his wife,
Betty Jane Weiss and her then husband Robert A. Weiss, Judith
Jaffe Seidel and Richard M. Seidel, her husband, Lynn Susan
Dooley and Joseph Thomas Dooley, her husband, and Jean Ann
Edwards and her now deceased husband Frank James Edwards, III,
and Ben S. Jaffe, did execute a Deed of Trust, dated June 25,
1968, to Title Insurance and Trust Company, a California
corporation, as trustee, encumbering various real properties
more particularly described therein, including specifically,
that certain real property and improvements situated in the
County of Clark, State of Nevada described on Exhibit A
thereto, to secure a note in the original principal sum of
$7,400,000, of even date therewith (the "Jaffe Note"), in favor
of Ben Jaffe, which Deed of Trust was recorded July 1, 1968, in
the office of the County Recorder of Clark County, Nevada, in
Book 883, as Document No. 709115, Official Records (the "Jaffe
Deed of Trust"); and

          WHEREAS, BEN JAFFE died on the 10th day of August,
1968 and his estate was probated in the Eighth Judicial
District Court of the State of Nevada, in and for the County of
Clark, in proceedings No. A57614; and

          WHEREAS, the Jaffe Note and Jaffe Deed of Trust were
transferred to Eugene Jaffe and Elsie Jaffe as Co-Trustees
under the Trust A and the Residuary Trust, each created under
the Last Will and Testament of Ben Jaffe (hereinafter the
"Previous Trustees"), pursuant to the terms of that certain
Promissory Note Transfer Agreement dated November 3, 1982 and
confirmed by Order Approving Co-Executors' Final Account and
Report, Order Approving and Ratifying Actions of Co-Executors,
Order Providing for Distribution of Additional Income after
February 2, 1983 and Authorizing Payment of Fees for Attorney
for Absent Heirs dated April 15, 1983 and filed in proceeding
No. A57614, described hereinabove, on April 15, 1983; and

          WHEREAS, the terms of the Jaffe Note were amended by
that certain Note Amendment Agreement dated December 15, 1982
and recorded on June 13, 1983 in the office of the County
Recorder of Clark County, Nevada, in Book 1749, as Document
No. 1708846, Official Records; and

          WHEREAS, in connection with the Jaffe Deed of Trust
and Jaffe Note, Eugene Jaffe, Lynn Susan Dooley, Jean Ann
Edwards, Ben S. Jaffe, Judith Jaffe Seidel and Betty Jane
Weiss, as Debtors, did previously execute a Nevada Uniform
Commercial Code Financing Statement in favor of Ben Jaffe (as
predecessor in interest to the Junior Trustees), dated June 24,
1968 and filed on August 9, 1968 in Book 889, Instrument
No. 714389 in the Office of the Recorder of Clark County,
Nevada, covering the Collateral (the "Jaffe Financing
Statement"); and

          WHEREAS, the Jaffe Note, Jaffe Deed of Trust and
Jaffe Financing Statement have been transferred to Junior
Trustees; and

          WHEREAS, Owner and HRN did execute a Deed of Trust
and Security Agreement with Assignment of Rents dated
November 19, 1984 (the "Original Bank Deed of Trust"), recorded
November 20, 1984, in the office of the Recorder of Clark
County, Nevada, in Book 2024, Document No. 1983548, Official
Records, for the benefit of the predecessors-in-interest of
Lender; and

          WHEREAS, in connection with the Jaffe Financing
Statement, Previous Trustees and Owner executed, delivered and
recorded that certain Jaffe Trustees Subordination Agreement
dated November 19, 1984 and recorded on November 20, 1984 in
the office of the County Recorder of Clark County in Book 2024,
as Document No. 1983545, Official Records (the "Original
Subordination"); and

          WHEREAS, Owner, HRN and Previous Trustees previously
executed that certain Jaffe Trustees Reaffirmation of
Subordination Agreement dated October 4, 1994 (the
"October 1994 Reaffirmation"), recorded October 5, 1994 in Book
941005 as Instrument No. 00646 in the Official Records of Clark
County, Nevada; and

          WHEREAS, as more particularly described in the
October 1994 Reaffirmation, the October 1994 Reaffirmation was
entered into substantially concurrently with (i) that certain
Second Amended and Restated Loan Agreement dated October 4,
1994 (as modified from time to time, the "Loan Agreement"),
which amended and restated in its entirety the Original Loan
Agreement so defined in the October 1994 Reaffirmation, and
(ii) an Amended and Restated Deed of Trust and Security
Agreement with Assignment of Rents dated October 4, 1994 (as
modified from time to time, the "Bank Deed of Trust"), which
amended and restated in its entirety the Original Bank Deed of
Trust and which was recorded October 5, 1994 in Book 941005 as
Instrument No. 00644 in the Official Records of Clark County,
Nevada; and

          WHEREAS, substantially concurrently herewith Lender
has executed (i) that certain Amendment No. 1 to Loan Agreement
of even date herewith (the "Loan Agreement Amendment"), which
amends the Loan Agreement, and (ii) that certain First
Amendment to Amended and Restated Deed of Trust and Security
Agreement with Assignment of Rents (the "Bank Deed of Trust
Amendment"), which amends the Bank Deed of Trust for the
purpose of providing continued security for the Loan Agreement
as amended; and

          WHEREAS, it is a condition precedent to the
effectiveness of such Loan Agreement Amendment and Bank Deed of
Trust Amendment that the parties hereto reaffirm the terms and
provisions of the Original Subordination; and

          WHEREAS, the Junior Trustees are willing to reaffirm
that the Bank Deed of Trust, as modified by the Bank Deed of
Trust Amendment, constitutes a lien or charge upon the real
property described on Exhibit A hereto and all other real and
personal property described in the Bank Deed of Trust (the
"Collateral"), which is unconditionally prior and superior to
the lien or charge of the Jaffe Financing Statement;

          NOW, THEREFORE, in consideration of the mutual
benefits accruing to the parties hereto and other good and
valuable considerations, the receipt and sufficiency of which
consideration is hereby acknowledged, and in order to induce
Lender to enter into the amendments described above, it is
hereby declared, understood and agreed as follows:

          (1)  That Lender would not enter into the amendments
described above without this Reaffirmation of Subordination
Agreement.

          (2)  The Bank Deed of Trust as amended by the Bank
Deed of Trust Amendment, and any renewals or extensions
thereof, is and at all times shall unconditionally be and
remain a lien or charge on the Collateral, prior and superior
to the lien or charge of the Jaffe Financing Statement.

          (3)  The Junior Trustees declare, agree and
acknowledge that:

               c.   They have reviewed and understand (i) all
     provisions of the Loan Agreement Amendment and (ii) all
     provisions of the Bank Deed of Trust Amendment; and

               d.   They (or their predecessors-in-interest)
     have previously intentionally and unconditionally waived,
     relinquished and subordinated the lien or charge of the
     Jaffe Financing Statement in favor of the lien or charge
     upon the real property described on Exhibit A and the
     Collateral of the Bank Deed of Trust and hereby reaffirm
     such waiver, relinquishment and subordination and
     understand that, in reliance upon, and in consideration
     of, this waiver, relinquishment and subordination, certain
     agreements have been entered into which would not have
     been entered into but for said reliance upon the Original
     Subordination as reaffirmed hereby.

          This document may be executed in counterparts with
the same force and effect as if the parties had executed one
instrument, and each such counterpart shall constitute an
original hereof.

          IN WITNESS WHEREOF, the parties have hereunto set
their hands as of the day and year first above written.

OWNER:

TROPICANA ENTERPRISES,
a Nevada general partnership

By:  ADAMAR OF NEVADA,
     a Nevada corporation,
     its general partner


     By:____________________________
          Nelson W. Armstrong, Jr.
          Vice President and Secretary


HRN:

HOTEL RAMADA OF NEVADA,
a Nevada corporation


By______________________________
     Nelson W. Armstrong, Jr.
     Vice President and Secretary


JUNIOR TRUSTEES:



_____________________________________
CARY S. GLENNER,

as authorized agent for each of the Junior Trustees
pursuant to the delegation of authorities,
discretions and powers under that certain
Delegation of Trustees Powers Over Bond Notes
dated December 29, 1997, executed by all of
the Junior Trustees

<PAGE>
                        ACKNOWLEDGMENTS


STATE OF ____________    )
                         ) ss
COUNTY OF ___________    )


     This instrument was acknowledged before me on May ____,
1998 by NELSON W. ARMSTRONG, JR. as Vice President and
Secretary of Adamar of Nevada, a Nevada corporation, as general
partner of Tropicana Enterprises, a Nevada general partnership.


                    ____________________________________
                      (signature of notarial officer)


                    ____________________________________
                              (Title and rank)

                    My commission expires: __________________


STATE OF ____________    )
                         ) ss
COUNTY OF ___________    )


     This instrument was acknowledged before me on May ____,
1998 by NELSON W. ARMSTRONG, JR. as Vice President and
Secretary of Hotel Ramada of Nevada, a Nevada corporation.


                    ____________________________________
                      (signature of notarial officer)


                    ____________________________________
                              (Title and rank)

                    My commission expires: __________________


STATE OF ILLINOIS        )
                         )    ss.
COUNTY OF _______________     )


          On this the _______ day of ________________, 1998,
personally appeared before me, a Notary Public, CARY S.
GLENNER, known to me to be the person described in and who
acknowledged that he executed the foregoing instrument.


                         _______________________________
                         Notary Public


<PAGE>
                          EXHIBIT "A"

                      (Legal Description)


          All that certain real property, situated in the
County of Clark, State of Nevada, and described as follows:


The Northwest Quarter (NW 1/4) of the Northwest Quarter
(NW 1/4) of Section 28, Township 21 South, Range 61 East,
M.D.B. & M.

EXCEPTING from the hereinabove described property that portion
of the Northwest Quarter (NW 1/4) of the Northwest Quarter
(NW 1/4) of Section 28, Township 21 South, Range 61 East,
M.D.B. & M., more particularly described as follows:

COMMENCING at the Northwest corner of said Section;

THENCE South 87 degrees 36' East a distance of 50.06 feet to a point on
the East right of way line of U.S. Highway No. 91, this point
being the true point of beginning;

THENCE South 87 degrees 36' East along the North line of said Section a
distance of 1267.20 feet to a point;

THENCE South  0 degrees 25'00" East a distance of 101.41 feet to a
point;

THENCE South 89 degrees 45'02" West a distance of 1265.75 feet to a
point;

THENCE North 0 degrees 22'00" West a distance of 159.98 feet to the
TRUE POINT OF BEGINNING.

FURTHER EXCEPTING THEREFROM that portion of the Northwest
Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of Section
28, Township 21 South, Range 61 East, M.D.B. & M., as conveyed
to the State of Nevada for public highway by Deed dated
December 15, 1952 and recorded August 11, 1953 as Document
No. 411231, Clark County, Nevada Records.

FURTHER EXCEPTING THEREFROM that portion as conveyed to Clark
County for road purposes by Document No. 104313 and recorded
April 23, 1957.

FURTHER EXCEPTING THEREFROM the Southerly 30 feet as conveyed
to Clark County for road and public utility purposes by
Document No. 262900, recorded February 22, 1973 in Book 303 and
by Document No. 551260, recorded February 4, 1976 in Book 592
of Official Records, Clark County, Nevada.
<PAGE>
                           EXHIBIT B

                      FIRST AMENDMENT TO
              AMENDED AND RESTATED DEED OF TRUST
                    AND SECURITY AGREEMENT
                   WITH ASSIGNMENT OF RENTS


          This First Amendment to Amended and Restated Deed of
Trust and Security Agreement with Assignment of Rents, dated as
of May 28, 1998 ("Amendment"), is by and among TROPICANA
ENTERPRISES, a Nevada general partnership, as Debtor and
Trustor (hereinafter referred to as "Trustor"), HOTEL RAMADA OF
NEVADA, a Nevada corporation, as an Additional Debtor
(hereinafter referred to as "Additional Debtor"), and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national
banking association, as "Administrative Agent" (as defined in
the Loan Agreement Amendment described below) for the "Banks"
(as defined in the Loan Agreement described below), as
Beneficiary and Secured Party (hereinafter referred to as
"Beneficiary").  This Amendment is a first amendment to that
certain Amended and Restated Deed of Trust and Security
Agreement with Assignment of Rents dated October 4, 1994 (the
"Original Deed of Trust"), executed by Trustor and Additional
Debtor for the benefit of Beneficiary and recorded October 5,
1994 in Book 941005 as Instrument No. 00644 in the Official
Records of Clark County, Nevada.  The Original Deed of Trust,
as modified from time to time (including by this Amendment), is
referred to herein as the "Deed of Trust."

          In consideration of the foregoing, and for other
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Trustor, Additional Debtor and
Beneficiary hereby agree as follows:

     1.  Recitals and Certain Definitions.

          1.1  This Amendment is entered into a. with reference
to that certain Second Amended and Restated Loan Agreement
dated October 4, 1994, among Trustor, Additional Debtor,
Beneficiary and the Banks so defined therein (the "Original
Loan Agreement"), and b. in conjunction with an Amendment No. 1
to Loan Agreement of even date herewith among Trustor,
Additional Debtor and Beneficiary (the "Loan Agreement
Amendment") and certain other documents of even date herewith
that are described in the Loan Agreement Amendment and/or that
are otherwise being executed with reference thereto
(collectively, together with the Loan Agreement Amendment, this
Amendment and the Master Note and Discretionary Notes described
below, the "Modification Documents").  The Original Loan
Agreement, as modified from time to time (including by the Loan
Agreement Amendment), is referred to herein as the "Loan
Agreement."

          1.2  The Modification Documents modify obligations
that are presently secured by the Deed of Trust, including
without limitation certain obligations evidenced by the "Notes"
so defined in the Original Loan Agreement and the Original Deed
of Trust (the "Original Notes"), each executed by Trustor. 
Such modifications include, without limitation, an extension of
the maturity date of the Loan (as defined in the Original Deed
of Trust) and a change to the interest rate(s) applicable
thereto.  Capitalized terms used and not otherwise defined
herein have the meanings set forth for them in the Loan
Agreement Amendment or, if not defined therein, have the
meanings set forth for them in the Original Loan Agreement.

          1.3  As further described in the Loan Agreement
Amendment, Beneficiary has been appointed as the
"Administrative Agent" for the Banks under the Loan Agreement,
and the Loan Agreement Amendment provides that each reference
to the "Managing Agent" in any Loan Document (including without
limitation in the Deed of Trust) shall be deemed a reference to
the "Administrative Agent."

          1.4  Also as further described in the Loan Agreement
Amendment, the Original Notes have been superseded and replaced
by a single "Master Note" of even date herewith that is so
defined in the Loan Agreement Amendment, which Master Note, in
the face principal amount of $62,278,433.79, has been made by
Trustor to the order of Beneficiary to collectively evidence
the Loans made by all of the Banks that were formerly evidenced
by a separate promissory note in favor of each Bank. 
Notwithstanding the fact that the Master Note collectively
evidences all of such Loans, the Loan Agreement Amendment
further provides for the issuance of supplemental
"Discretionary Notes" (as defined in the Loan Agreement
Amendment) made by Trustor to a particular Bank, if requested
by that Bank, to evidence that Bank's Pro Rata Share of the
Loans.  As used in this Amendment, "Notes" means, collectively,
the Master Note and any Discretionary Notes, in each case as
originally executed or as the same may from time to time be
supplemented, amended, renewed, extended, supplanted or
otherwise modified.

     2.  Modification of Secured Obligations.  The Deed of
Trust is hereby modified to provide that it secures, in
addition to all other obligations now secured thereby,
a. Trustor's obligations under the Original Notes and under all
other existing Loan Documents that are presently secured by the
Deed of Trust, as such obligations and documents are
supplemented and/or otherwise modified pursuant to the
Modification Documents, b. Additional Debtor's obligations
under the existing Loan Documents that are presently secured by
the Deed of Trust, as such obligations and documents are
supplemented and/or otherwise modified pursuant to the
Modification Documents, c. Trustor's obligations under the
Master Note and under any Discretionary Notes that are executed
by Trustor from time to time, and d. all other obligations of
Trustor and/or Additional Debtor to Beneficiary, Trustee and/or
the Banks, as applicable, under all other Modification
Documents.

     3.  Addresses for Notices.  All notices, demands,
approvals and other communications to Trustor and/or
Beneficiary with respect to the Deed of Trust shall be in
writing and be delivered to the appropriate party at its
address as follows:

          If to Trustor:

               Tropicana Enterprises
               c/o Tropicana Hotel/Casino
               3801 Las Vegas Boulevard South
               Las Vegas, Nevada  89109

          If to Beneficiary:

               Bank of America NT&SA
               555 South Flower Street, #3283
               Los Angeles, California  90071
               Attn:  Jon Varnell, Managing Director

             with a copy to:

               Bank of America NT&SA
               555 South Flower Street (LA-5777)
               Los Angeles, California  90071
               Attn:  William Newby, Managing Director

Addresses for notice may be changed from time to time by
written notice to all other parties.  All communications shall
be effective when actually received; provided, however, that
nonreceipt of any communication as the result of a change of
address of which the sending party was not notified or as the
result of a refusal to accept delivery shall be deemed receipt
of such communication.

     4.  No Other Amendment.  Except as expressly modified
hereby, the Deed of Trust remains in full force and effect.

     5.  Miscellaneous.  This Amendment shall bind, and
shall inure to the benefit of, the successors and assigns of
the parties.  This document may be executed in counterparts
with the same force and effect as if the parties had executed
one instrument, and each such counterpart shall constitute an
original hereof.

          IN WITNESS WHEREOF, Trustor, Additional Debtor and
Beneficiary have caused this Amendment to be duly executed as
of the date first written above.

                         "Trustor and Debtor":

TROPICANA ENTERPRISES,
a Nevada general partnership,

By:ADAMAR OF NEVADA,
a Nevada corporation, general
partner


By:____________________________
     Nelson W.
Armstrong, Jr.
     Vice President and
Secretary

                         "Additional Debtor":

HOTEL RAMADA OF NEVADA,
a Nevada corporation


By:_________________________________
     Nelson W. Armstrong, Jr.
     Vice President and Secretary

                         "Beneficiary":

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as Administrative Agent


By:_________________________________
Janice Hammond, Vice President
                        ACKNOWLEDGMENTS


STATE OF ____________    )
                         ) ss
COUNTY OF ___________    )


     This instrument was acknowledged before me on May ____,
1998 by NELSON W. ARMSTRONG, JR. as Vice President and
Secretary of Adamar of Nevada, a Nevada corporation, as general
partner of Tropicana Enterprises, a Nevada general partnership.


                    ____________________________________
                      (signature of notarial officer)


                    ____________________________________
                              (Title and rank)

                    My commission expires: __________________


STATE OF ____________    )
                         ) ss
COUNTY OF ___________    )


     This instrument was acknowledged before me on May ____,
1998 by NELSON W. ARMSTRONG, JR. as Vice President and
Secretary of Hotel Ramada of Nevada, a Nevada corporation.


                    ____________________________________
                      (signature of notarial officer)


                    ____________________________________
                              (Title and rank)

                    My commission expires: __________________


STATE OF ____________    )
                         ) ss
COUNTY OF ___________    )


     This instrument was acknowledged before me on May ____,
1998 by JANICE HAMMOND, as Vice President of Bank of America
National Trust and Savings Association, a national banking
association.



                    ____________________________________
                      (signature of notarial officer)

                    ____________________________________
                              (Title and rank)

                    My commission expires: __________________


<PAGE>
Exhibit C-1
MASTER NOTE


$62,278,433.79                                     May 28, 1998
                                              Las Vegas, Nevada


          FOR VALUE RECEIVED, TROPICANA ENTERPRISES, a Nevada
general partnership ("Borrower"), promises to pay to the order
of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent for the Banks under the Loan Agreement
described below ("the Banks", each of which is a direct
beneficiary of this Master Note) the principal amount of SIXTY-
TWO MILLION TWO HUNDRED SEVENTY-EIGHT THOUSAND FOUR HUNDRED
THIRTY-THREE AND 79/100 DOLLARS ($62,278,433.79), payable as
hereinafter set forth.  The undersigned promises to pay inter-
est on the principal amount hereof remaining unpaid from time
to time from the date hereof until the date of payment in full,
payable as hereinafter set forth.

          1.   The Loan Agreement and the Other Loan Agreement;
Incorporated Terms and Provisions.  This Note is the Master
Note referred to in and delivered pursuant to the Second
Amended and Restated Loan Agreement dated as of October 4,
1994, among Borrower, the Banks, Lead Managers, Co-Agents and
Co-Managing Agents referred to therein, and Bank of America
National Trust and Savings Association, as Managing Agent, as
amended by Amendment No. 1 to Loan Agreement dated as of
May 28, 1998 (the "Loan Agreement") pursuant to which Bank of
America National Trust and Savings Association has been
appointed as Administrative Agent for the Banks.  Terms defined
in the Loan Agreement and not otherwise defined herein are used
herein with the meanings defined for those terms in the Loan
Agreement. 

          Concurrently with the execution and delivery of the
Loan Agreement, the Banks, Bankers Trust Company and Societe
Generale, as Documentation Agents, Bank of Scotland, Credit
Lyonnais Los Angeles Branch and PNC Bank, National Association,
as Co-Agents, and the Administrative Agent have entered into an
Amended and Restated Reducing Revolving Loan Agreement of even
date herewith (as supplemented, modified, amended, renewed,
extended or supplanted from time to time, the "Other Loan
Agreement") with Aztar Corporation, a Delaware corporation
("Parent").  Certain other terms and provisions of the Other
Loan Agreement are incorporated herein by reference as set
forth below. 

          2.   Privileges of the Banks.  Each Bank is a ratable
holder and entitled to the benefits of this Master Note.  The
Banks are also entitled to all of the rights, remedies,
benefits and privileges provided for in the Loan Agreement as
originally executed or as it may from time to time be supple-
mented, modified or amended.  The Loan Agreement, among other
things, contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events upon the
terms and conditions therein specified.

          3.   Amortization.  The principal indebtedness
evidenced by this Master Note shall be payable on the last day
of each calendar month (the "Amortization Date") during the
periods described below by the amount set forth opposite that
period, provided that the then remaining principal indebtedness
outstanding under this Master Note shall be payable on June 30,
2003 (such maturity date, or such later maturity date as may
then be in effect is referred to herein as the "Maturity
Date"). 

               Period                      Amount

     May 31, 1998 thru Dec. 31, 1998              $256,246.00
     Jan. 31, 1999 thru Dec. 31, 1999             $274,770.08
     Jan. 31, 2000 thru Dec. 31, 2000             $294,633.25
     Jan. 31, 2001 thru Dec. 31, 2001             $315,932.25
     Jan. 31, 2002 thru Dec. 31, 2002             $341,721.31
     Jan. 31, 2003 thru May 31, 2003              $365,641.80

The principal indebtedness evidenced by this Master Note may be
prepaid at any time, and from time to time, in whole or in part
without premium or penalty, provided that, subject to Section 8
hereof each prepayment shall be applied to installments due
hereunder in the inverse order of their maturity.

          4.   Extension of Maturity Date; Mandatory Assignment
of this Master Note.  During the period commencing on April 1,
1999 and ending on May 31, 1999, Borrower may by written
request delivered to the Administrative Agent (with sufficient
copies thereof for the Banks) request that the Maturity Date of
this Master Note be extended for one year, provided that a
similar request for extension of the Other Loan Agreement is
concurrently submitted by Parent pursuant to Section 2.11 of
the Other Loan Agreement.

          The Administrative Agent shall promptly forward the
request for extension, and any accompanying materials, to the
Holder and the other Banks.  The Holder, in its sole and
absolute discretion, shall determine whether to grant the
request for extension.  Each Bank, in its sole and absolute
discretion, shall determine whether to grant the request for
extension.  Borrower at its option may offer to pay an
extension fee to each Bank which consents to such extension,
but if such a fee is offered, it shall be a fee offered ratably
to each consenting Bank in accordance with that Bank's Pro Rata
Share.  The Banks agree to use their best efforts to respond to
the request for extension within thirty Banking Days after
receipt of the request for extension; failure to respond shall
in no event be deemed to be a consent to the extension.

          If all of the Banks notify the Administrative Agent
in writing that they consent to the requested extension, the
Administrative Agent shall notify Borrower and the Banks in
writing of such an extension and the Maturity Date shall
(subject to payment of any agreed-upon extension fee)
automatically be extended for one year.  The Administrative
Agent shall notify Borrower and the Banks in writing of such an
extension.

          If Banks holding at least 75% of the Loans consent to
the request for extension, but one or more Banks (each a
"Non-Consenting Bank") notify the Administrative Agent that it
will not consent to the request for extension (or fail to
notify the Administrative Agent in writing of its consent to
the extension), Borrowers may cause such Non-Consenting Bank to
be removed as a Bank under the Loan Agreement pursuant to
Section 8.20 thereof.  If such removal is accomplished by
assignment to an Eligible Assignee and such Eligible Assignee
notifies the Administrative Agent in writing that it consents
to the request for extension, then the request for extension
shall be granted with the effect as set forth above.  If such
removal is accomplished by an assignment of the Loans of the
Non-Consenting Bank being removed to the remaining Banks
pursuant to Section 8.20(b) of the Loan Agreement, then the
Administrative Agent shall notify all of the Banks in writing
thereof and each Bank shall have the right to notify the
Administrative Agent within ten Banking Days after receipt of
such notice that such Bank elects to be treated as a
Non-Consenting Bank, in which case it shall be so treated as
aforesaid.

          If a request for extension is made during the April
1, 1999 through May 31, 1999 period as aforesaid and the
requested extension is granted by the Banks, Borrower shall
have the right to request a further one year extension of the
Maturity Date during the period from April  1, 2000 through May
31, 2000.  All of the procedures and conditions applicable to
the earlier request for extension shall apply to any such
request for extension.

          If either or both of the requested extensions is
granted, the principal amount payable on each Amortization Date
in the period from June 30, 2003 through December 31, 2003
shall be $365,641.80, the principal amount payable on each
Amortization Date in the period from January 31, 2004 through
December 31, 2004 shall be $391,236.73 and the amount payable
on each Amortization Date in the period from January 31, 2005
through May 31, 2005 shall be $418,623.30.

          5.   Interest Rates; General.  Subject to Section 6
hereof, interest shall be payable on the principal amount
hereof remaining unpaid from time to time from the date thereof
until payment in full.  Interest shall accrue at a fluctuating
rate per annum equal to the Alternate Base Rate plus the
Applicable Alternate Base Rate Margin (in each case, as defined
in the Other Loan Agreement) unless:

               a.   Borrower elects to have interest calculated
with respect to all or a portion of the Loan with reference to
the "Eurodollar Rate" in accordance with Section 7 hereof; or

               b.   the "Default Rate" is then applicable under
Section 10 hereof.

Each change in the interest rate under this Section 5 due to a
change in the Alternate Base Rate shall take effect
simultaneously with the corresponding change in the Alternate
Base Rate.  Interest shall accrue and be payable both before
and after default and before and after maturity and judgment,
with interest on overdue interest to bear interest at the
Default Rate described in the Other Loan Agreement, to the
fullest extent permitted by applicable law.

          6.   Limitation on Maximum Rates of Interest.  The
Other Loan Agreement provides for determination of interest
rates based upon (a) the Alternate Base Rate plus the
Applicable Alternate Base Rate Margin or (b) the Eurodollar
Rate plus the Applicable Eurodollar Rate Margin.  The
Applicable Alternate Base Rate Margin and the Applicable
Eurodollar Rate Margin are determined on the basis of certain
financial performance ratios relating to Aztar Corporation and
its subsidiaries.  While this Note refers to the Other Loan
Agreement for the determination of interest rates indices and
margins, in no event shall (a) the Applicable Alternate Base
Rate Margin relative to the Loans evidenced by this Note exceed
1.00% per annum or (b) the Applicable Eurodollar Rate Margin
relative to the Loans evidenced by this Note exceed 2.25% per
annum.

          7.   Eurodollar Rate Loans.  By request to the
Administrative Agent, Borrower may elect to have interest with
respect to all or one or more portions of the Loans (each a
"Eurodollar Tranche") calculated on the basis of the then
applicable Eurodollar Rate plus the Applicable Eurodollar
Margin (in each case as defined and as determined in the Other
Loan Agreement).  Each such request shall be made pursuant to a
Request for Rate Designation in the form previously supplied by
the Administrative Agent to Borrower or another form acceptable
to the Administrative Agent (or pursuant to a telephonic or
other request submitted in the manner described in Section 2.1
of the Other Loan Agreement).  The Eurodollar Rate and the
Applicable Eurodollar Margin for each Eurodollar Tranche shall
be determined as set forth in the Other Loan Agreement,
provided that:

               a.   Unless the Administrative Agent and the
Requisite Banks otherwise consent, there shall be no more than
ten (10) Interest Periods with respect to Eurodollar Tranches
in effect at any one time.

               b.   No Eurodollar Tranche may be requested
during the existence of any Event of Default or any event or
circumstance which, with the giving of notice or the passage of
time, or both, would constitute an Event of Default.

               c.   Nothing contained herein shall require any
Bank to fund any portion of the Loans in the Designated
Eurodollar Market (as defined and as determined in the Other
Loan Agreement). 

          8.   Incorporation of Certain Eurodollar Provisions
of the Other Loan Agreement. The provisions of Sections 3.8 of
the Other Loan Agreement (which Section sets forth the manner
in which Eurodollar Loans are made and the interest rates
therefor are calculated) are hereby incorporated by reference
as though set forth herein in full, mutatis mutandis. 
Capitalized terms used in Section 3.8 of the Other Loan
Agreement are used (for the purposes of such incorporated
provisions only) with the meanings set forth for those terms in
the Other Loan Agreement.

          9.   Increased Commitment Costs.  If any Bank
determines in good faith that the introduction after the date
hereof of any applicable law, rule, regulation or guideline
regarding capital adequacy, or any change therein or any change
in the interpretation or administration thereof by any central
bank or other Governmental Authority charged with the
interpretation or administration thereof, or compliance by that
Bank (or its Eurodollar Lending Office (as defined and as
determined in the Other Loan Agreement)) or any corporation
controlling that Bank, with any request, guideline or directive
regarding capital adequacy (whether or not having the force of
law) of any such central bank or other authority, affects or
would affect the amount of capital required or expected to be
maintained by that Bank or any corporation controlling that
Bank and (taking into consideration that Bank's or such
corporation's policies with respect to capital adequacy and
that Bank's desired return on capital) determines in good faith
that the amount of such capital is increased, or the rate of
return on capital is reduced, as a consequence of its
obligations under the Loan Agreement or this Master Note, then,
within ten (10) Banking Days after demand by that Bank,
Borrower shall pay to that Bank, from time to time as specified
in good faith by that Bank, additional amounts sufficient to
compensate that Bank in light of such circumstances, to the
extent reasonably allocable to such obligations under the Loan
Agreement or this Master Note, provided that Borrower shall not
be obligated to pay any such amount which arose prior to the
date which is ninety (90) days preceding the date of such
demand or is attributable to periods prior to the date which is
ninety (90) days preceding the date of such demand.  Any
request for compensation by a Bank under this Section shall set
forth the basis upon which it has been determined that such an
amount is due from Borrower, a calculation of the amount due,
and a certification that the corresponding costs or diminished
rate of return on capital have been incurred or sustained by
that Bank.  If Borrower becomes obligated to pay a material
amount under this Section to any Bank, that Bank will be
subject to removal in accordance with Section 8.20 of the Loan
Agreement; provided that Borrower shall have paid such amount
to the Bank and that Borrower, within the thirty (30) day
period following the date of such payment, shall have notified
that Bank in writing of its intent to so remove the Bank.  Each
Bank's determination of such amounts shall be conclusive in the
absence of manifest error.

          10.  Default Interest.  If any installment of
principal or interest or any fee or cost or other amount
payable hereunder or under any Loan Document to the Banks is
not paid when due, it shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the
sum of the Alternate Base Rate plus the Applicable Alternate
Base Rate Margin plus 2% (the "Default Rate"), to the fullest
extent permitted by applicable laws.  Accrued and unpaid
interest on past due amounts (including, without limitation,
interest on past due interest) shall be compounded monthly, on
the last day of each calendar month, to the fullest extent
permitted by applicable laws and shall be payable upon demand.

          11.  Payment of Interest.  All interest hereunder
which is calculated with reference to the Alternate Base Rate
and which has accrued on each September 30, December 31,
March 31 and June 30, and on the date of any prepayment of this
Master Note, shall be due and payable on that day.   All
interest accrued on the portion of the Loans for which interest
is calculated on the basis of the Eurodollar Rate shall be due
and payable:

               a.   For Eurodollar Tranches with Eurodollar
     Periods of a term of three months or less on the last day
     of the related Eurodollar Period; and 

               b.   For each other Eurodollar Tranche, on the
     date which is three months after the date such Eurodollar
     Tranche began (and, in the event that all of the Banks
     have approved a Eurodollar Tranche with a Eurodollar
     Period longer than six months, every three months
     thereafter through the last day of the Eurodollar Period)
     and on the last day of the related Eurodollar Period. 

          12.  Computation of Interest and Fees.  Computation
of interest on Alternate Base Rate Loans shall be calculated on
the basis of a year of 365 or 366 days, as the case may be, and
the actual number of days elapsed; computation of interest on
Eurodollar Rate Tranches and all fees under this Agreement
shall be calculated on the basis of a year of 360 days and the
actual number of days elapsed.  Borrower acknowledges that such
latter calculation method will result in a higher yield to the
Banks than a method based on a year of 365 or 366 days. 
Interest shall accrue on the Loans for the day on which they
are made; interest shall not accrue on Loans, or any portion
thereof, for the day on which the Loans or such portion is
paid.  Notwithstanding anything in this Agreement to the
contrary, interest in excess of the maximum, amount permitted
by applicable laws shall not accrue or be payable hereunder,
and any amount paid as interest hereunder which would otherwise
be in excess of such maximum permitted amount shall be treated
instead as a payment of principal.

          13.  Non-Banking Days.  If any payment to be made by
Borrower or HRN under any Loan Document shall come due on a day
other than a Banking Day, payment shall instead be considered
due on the next succeeding Banking Day and the extension of
time shall be reflected in computing interest and fees.

          14.  Manner and Treatment of Payments.

               a.   Each payment hereunder (except payments
     pursuant to Sections 8 and 9 of this Master Note) or under
     any other Loan Document shall be made to the
     Administrative Agent, at the Administrative Agent's
     Office, for the account of the Banks, in immediately
     available funds not later than 11:00 a.m., California
     time, on the day of payment (which must be a Banking Day). 
     All payments received after such time, on any Banking Day,
     shall be deemed received on the next succeeding Banking
     Day.  The amount of all payments received by the
     Administrative Agent for the account of the Banks shall be
     immediately paid by the Administrative Agent to the Banks
     in immediately available funds and, if such payment was
     received by the Administrative Agent by 11:00 a.m.,
     California time, on a Banking Day and not so made avail-
     able to the account of a the Banks on that Banking Day,
     the Administrative Agent shall reimburse the Banks for the
     cost to the Banks of funding the amount of such payment at
     the Federal Funds Rate (as defined and as determined in
     the Other Loan Agreement).  All payments shall be made in
     lawful money of the United States of America.

               b.   Each payment or prepayment on account of
     the Loans shall be applied pro rata to the Banks in
     accordance with each Banks' Pro Rata Share.

               c.   Each payment of any amount payable by
     Borrower or HRN under the Loan Agreement, this Master Note
     or any other Loan Document shall be made free and clear
     of, and without reduction by reason of, any taxes,
     assessments or other charges imposed by any Governmental
     Authority, central bank or comparable authority, excluding
     (i) taxes imposed on or measured in whole or in part by
     its overall net income or gross receipts and franchise
     taxes imposed on the Banks, by (A) any jurisdiction (or
     political subdivision thereof) in which it is organized or
     maintains its principal office or Eurodollar Lending
     Office or (B) any jurisdiction (or political subdivision
     thereof) in which it is "doing business," (ii) any
     withholding taxes or other taxes based on net income
     imposed by the United States of America (other than
     withholding taxes and taxes based on net income resulting
     from or attributable to any change in any law, rule or
     regulation or any change in the interpretation or
     administration of any law, rule or regulation by any
     Governmental Authority) and (iii) any withholding taxes or
     other taxes based on net income imposed by the United
     States of America for any period with respect to which it
     has failed to provide Borrower with the appropriate form
     or forms required by Section 10.8 of the Loan Agreement,
     to the extent such forms are then required by applicable
     laws (all such non-excluded taxes, assessments or other
     charges being hereinafter referred to as "Taxes").  To the
     extent that Borrower is obligated by applicable laws to
     make any deduction or withholding on account of Taxes from
     any amount payable to any of the Banks under this
     Agreement, Borrower shall (i) make such deduction or
     withholding and pay the same to the relevant Governmental
     Authority and (ii) pay such additional amount to the Banks
     as is necessary to result in the Banks receiving a net
     after-Tax amount equal to the amount to which the Banks
     would have been entitled under this Agreement absent such
     deduction or withholding.  If and when receipt of such
     payment results in an excess payment or credit to any of
     the Banks on account of such Taxes, the relevant Banks
     shall promptly refund such excess to Borrower.  If
     Borrower becomes obligated to pay a material amount under
     this Section to any Bank, that Bank will be subject to
     removal in accordance with Section 8.20; provided that
     Borrower shall have paid such amount to that Bank and that
     Borrower, within the thirty (30) day period following the
     date of such payment, shall have notified the Bank in
     writing of its intent to so remove the Bank.

          15.  Funding Sources.  Nothing in the Loan Documents
shall be deemed to obligate any Bank to obtain the funds for
its Pro Rata Share of the Loans in any particular place or man-
ner or to constitute a representation by any Bank that it has
obtained or will obtain such funds in any particular place or
manner.

          16.  Failure to Charge Not Subsequent Waiver.  Any
decision by the Administrative Agent or any Bank not to require
payment of any interest (including interest arising under
Section 10), fee, cost or other amount payable under any Loan
Document, or to calculate any amount payable by a particular
method, on any occasion shall in no way limit or be deemed a
waiver of the Administrative Agent's or such Bank's right to
require full payment of any interest (including interest
arising under Section 10), fee, cost or other amount payable
under any Loan Document, or to calculate an amount payable by
another method that is not inconsistent with this Agreement, on
any other or subsequent occasion.

          17.  Administrative Agent's Right to Assume Payments
Will be Made by Borrower.  Unless the Administrative Agent
shall have been notified by Borrower prior to the date on which
any payment to be made by Borrower hereunder is due that
Borrower does not intend to remit such payments, the
Administrative Agent may, in its discretion, assume that
Borrower has remitted such payments when so due and the
Administrative Agent may, in its discretion and in reliance
upon such assumption, make available to each Bank on such
payment date an amount equal to each Bank's share of such
assumed payments.  If Borrower has not in fact remitted such
payment to the Administrative Agent, the Banks shall forthwith
on demand repay to the Administrative Agent the amount of such
assumed payment made available to the Banks, together with
interest thereon in respect of each day from and including the
date such amount was made available by the Administrative Agent
to the Banks to the date such amount is repaid to the
Administrative Agent at the Federal Funds Rate.

          18.  Fee Determination Detail.  The Banks, shall
provide reasonable detail to Borrower regarding the manner in
which the amount of any payment to the Banks under this Master
Note has been determined, concurrently with demand for such
payment.

          19.  Survivability.  All of Borrower's obligations
under Sections 8 and 9 shall survive for ninety (90) days fol-
lowing the date on which all Loans hereunder are fully paid.

          20.  The Bank's Records.  The Banks shall use its
best efforts to keep a record of payments received by it with
respect to this Master Note, and such record shall be
presumptive evidence of the amounts owing under this Master
Note.  The Banks may make notations on the attached Schedule B
of such payments or may use any other manner of recordation of
payments which the Banks deem appropriate.  Subject to
Section 9.7(g) of the Loan Agreement, such record shall, as
against Borrower, be presumptive evidence of the amounts owing
under this Master Note.  Notwithstanding the foregoing sen-
tence, the Banks shall not be liable to Borrower or HRN for any
failure to keep such a record.

          21.  Collateral.  This Master Note is secured, inter
alia by that the Second Amended Deed of Trust and Security
Agreement With Assignment of Rents referred to in the Loan
Agreement, as amended by Amendment No. 1 thereto dated as of
the date of this Master Note, and as the same may hereafter be
amended.

          22.  Costs of Collection.  The undersigned hereby
promises to pay all costs and expenses of each Bank incurred in
collecting the undersigned's obligations hereunder or in
enforcing or attempting to enforce any of any Bank's rights
hereunder, including attorneys' fees and disbursements, whether
or not an action is filed in connection therewith.

          23.  Waiver.  The undersigned hereby waives
presentment, demand for payment, dishonor, notice of dishonor,
protest, notice of protest and any other notice or formality,
to the fullest extent permitted by applicable laws.  

          24.  Governing Laws.  This Master Note shall be
delivered to and accepted by the Administrative Agent on behalf
of each of the Banks in the State of Nevada, and shall be
governed by, and construed and enforced in accordance with, the
local laws thereof.

          25.  Non-Recourse.   Notwithstanding anything in this
Master Note, the Loan Agreement, the Deed of Trust or any other
Loan Document or Expansion Financing Document to the contrary,
(i) no general partner of Borrower (including, specifically,
any member of the Jaffe Group, as defined in the Borrower's
Partnership Agreement or Adamar), shall have personal liability
for or be liable or subject to any deficiency judgment for,
payment of any portion of the obligations evidenced by this
Master Note or any other sums payable to Administrative Agent
or the Banks under this Master Note, the Loan Agreement, the
Deed of Trust or any other Loan Document or Expansion Financing
Document, it being expressly covenanted and agreed that no
personal liability or responsibility is assumed or at any time
shall be asserted or enforced against any of the partners of
Borrower, or their respective heirs, successors or assigns, on
account of any representation, warranty, covenant, obligation,
understanding or agreement contained in this Master Note or any
Loan Document or Expansion Financing Document, and (ii) HRN
shall not have any personal liability for the payment of any
sums to Administrative Agent or the Banks under this Master
Note, the Loan Agreement and the Loan Documents except as
specifically set forth in the Assignment of HRN Master Lease
Rents.

          Without limiting or affecting in any manner
whatsoever the exculpatory provisions of this Section 25, and
subject to the provisions thereof, Administrative Agent and the
Banks, in exercising their rights, powers and remedies under
the Loan Documents, including the rights, powers and remedies
described in Section 8.8 of the Loan Agreement, may enforce the
Loan Documents against Borrower by any proceeding in law or in
equity and recover all amounts owing to Administrative Agent or
the Banks from Borrower under the Loan Documents solely and
exclusively from the Collateral and Borrower's other assets,
whether now owned or hereafter acquired, and in the event that
any suit shall be brought against Borrower upon the Notes or
any other Loan Documents, whether before or after maturity, by
acceleration or passage of time, or otherwise, for damages or a
money judgment, any such judgment obtained in, or as a result
of, such suit shall be enforceable and/or enforced solely and
exclusively against the Collateral and the other assets of
Borrower (such assets not including any right to require any
partner of Borrower to contribute funds, debt or equity, to
Borrower, whether the capital account of such partner be
positive or negative, it being understood that the exculpation
of the partners of Borrower under this Section 25 shall extend
to any obligation of such partners to Borrower in their
capacity as partners).


                         TROPICANA ENTERPRISES, a Nevada
                         general partnership                

                         By:  Adamar of Nevada, a Nevada
                              corporation
                         Its: General Partner


                              By:________________________

                              Its: ________________________

<PAGE>
                     PAYMENTS OF PRINCIPAL




Date       Amount of           Unpaid           Notation 
         Principal Paid       Principal         Made by
                               Balance

_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
<PAGE>
                               

Exhibit C-2

DISCRETIONARY PROMISSORY NOTE


$______________                                  ______________
                                              Las Vegas, Nevada


          
          FOR VALUE RECEIVED, TROPICANA ENTERPRISES, a Nevada
general partnership ("Borrower"), promises to pay to the order
of __________________ ("the Bank") the principal amount of
_____________________ ($________________), payable as
hereinafter set forth.  The undersigned promises to pay inter-
est on the principal amount hereof remaining unpaid from time
to time from the date hereof until the date of payment in full,
payable as hereinafter set forth.


          1.  The Loan Agreement and the Other Loan Agreement;
Incorporated Terms and Provisions.  This Note is one of the
Discretionary Notes referred to in and delivered pursuant to
the Second Amended and Restated Loan Agreement dated as of
October 4, 1994, among Borrower, the Banks, Lead Managers, Co-
Agents and Co-Managing Agents referred to therein, and Bank of
America National Trust and Savings Association, as Managing
Agent (the "Loan Agreement") as amended by Amendment No. 1
dated as of May 28, 1998, pursuant to which Bank of America
National Trust and Savings Association has been appointed as
Administrative Agent for the Banks. .  Terms defined in the
Loan Agreement and not otherwise defined herein are used herein
with the meanings defined for those terms in the Loan
Agreement. 
     
          2.  Relationship to Master Note.  This Discretionary
Note evidences Loans made by the Bank to Borrower pursuant to
the Loan Agreement and the Master Note referred to in the Loan
Agreement, and shall not be duplicatively enforced with the
Master Note.  Principal and interest hereunder shall be made in
the manner, on the dates and at the rates set forth in the
Master Note.

          3.  Costs of Collection.  The undersigned hereby
promises to pay all costs and expenses of the Bank incurred in
collecting the undersigned's obligations hereunder or in
enforcing or attempting to enforce any of the Bank's rights
hereunder, including attorneys' fees and disbursements, whether
or not an action is filed in connection therewith.

          4.  Waiver.  The undersigned hereby waives
presentment, demand for payment, dishonor, notice of dishonor,
protest, notice of protest and any other notice or formality,
to the fullest extent permitted by applicable laws.  

          5.  Governing Laws.  This Discretionary Note shall
be delivered to and accepted by the Bank, or by the
Administrative Agent on its behalf, in the State of Nevada, and
shall be governed by, and construed and enforced in accordance
with, the local laws thereof.

          6.  Non-Recourse.   Notwithstanding anything in this
Discretionary Note, the Loan Agreement, the Deed of Trust or
any other Loan Document or Expansion Financing Document to the
contrary, (i) no general partner of Borrower (including,
specifically, any member of the Jaffe Group, as defined in the
Borrower's Partnership Agreement or Adamar), shall have
personal liability for or be liable or subject to any
deficiency judgment for, payment of any portion of the
obligations evidenced by this Discretionary Note or any other
sums payable to Administrative Agent or the Bank under this
Discretionary Note, the Loan Agreement, the Deed of Trust or
any other Loan Document or Expansion Financing Document, it
being expressly covenanted and agreed that no personal
liability or responsibility is assumed or at any time shall be
asserted or enforced against any of the partners of Borrower,
or their respective heirs, successors or assigns, on account of
any representation, warranty, covenant, obligation,
understanding or agreement contained in this Discretionary Note
or any Loan Document or Expansion Financing Document, and
(ii) HRN shall not have any personal liability for the payment
of any sums to Administrative Agent or the Bank under this
Discretionary Note, the Loan Agreement and the Loan Documents
except as specifically set forth in the Assignment of HRN
Master Lease Rents.

          Without limiting or affecting in any manner
whatsoever the exculpatory provisions of this Section 6, and
subject to the provisions thereof, Administrative Agent and the
Banks, in exercising their rights, powers and remedies under
the Loan Documents, including the rights, powers and remedies
described in Section 8.8 of the Loan Agreement, may enforce the
Loan Documents against Borrower by any proceeding in law or in
equity and recover all amounts owing to Administrative Agent or
the Banks from Borrower under the Loan Documents solely and
exclusively from the Collateral and Borrower's other assets,
whether now owned or hereafter acquired, and in the event that
any suit shall be brought against Borrower upon the Notes or
any other Loan Documents, whether before or after maturity, by
acceleration or passage of time, or otherwise, for damages or a
money judgment, any such judgment obtained in, or as a result
of, such suit shall be enforceable and/or enforced solely and
exclusively against the Collateral and the other assets of
Borrower (such assets not including any right to require any
partner of Borrower to contribute funds, debt or equity, to
Borrower, whether the capital account of such partner be
positive or negative, it being understood that the exculpation
of the partners of Borrower under this Section 6 shall extend
to any obligation of such partners to Borrower in their
capacity as partners).


TROPICANA ENTERPRISES, a Nevada
general partnership                

By:  Adamar of Nevada, a Nevada
     corporation
Its: General Partner


     By:________________________

     Its: ______________________

           PAYMENTS OF PRINCIPAL

                                 Unpaid            
            Amount of           Principal        Notation
Date      Principal Paid         Balance         Made by

_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
<PAGE>
                           EXHIBIT D

            GLOBAL ASSIGNMENT AND RELEASE AGREEMENT

          THIS GLOBAL ASSIGNMENT AND RELEASE AGREEMENT
("Agreement") dated as of May 28, 1998 is entered into by the
Assignors and Assignees described on the signature pages hereto
with reference to (a) the Reducing Revolving Loan Agreement
dated as of October 4, 1994 (the "Aztar Loan Agreement") among
Aztar Corporation ("Aztar") and certain of its Subsidiaries
(the "Co-Borrower Subsidiaries") with such Co-Borrower
Subsidiaries as joint and several co-borrowers, the Banks
therein named, and Bank of America National Trust and Savings
Association, as Managing Agent and (b) the Second Amended and
Restated Loan Agreement dated as of October 4, 1994 (the
"Tropicana Loan Agreement") among Tropicana Enterprises
("Tropicana"), the Banks therein named, and Bank of America
National Trust and Savings Association, as Managing Agent.  The
Aztar Loan Agreement and the Tropicana Loan Agreement are
herein collectively referred to as the "Existing Loan
Agreements".  The parties hereto agree with reference to the
following facts:

     A.   Each of the Assignors is party to the Aztar Loan
     Agreement with the percentage interests in the credit
     facilities provided to the Co-Borrower Subsidiaries
     thereunder set forth on Schedule A hereto.  Each of the
     Assignors is also party to the Tropicana Loan Agreement
     with the percentage interests in the credit facilities
     provided to Tropicana thereunder set forth on Schedule B
     hereto.

     B.   As of the date hereof, the principal amount of the
     Obligations under the Aztar Loan Agreement and the
     principal amount of the Obligations under the Tropicana
     Loan Agreement are as set forth on Schedule C hereto.

     C.   Immediately following the effectiveness of this
     Agreement, (i) the Aztar Loan Agreement shall be amended
     and restated, as to a portion thereof, pursuant to an
     Amended and Restated Reducing Revolving Loan Agreement
     (the "Amended Revolver") of even date herewith (under
     which Aztar shall be the sole Borrower), (ii) a portion of
     the Aztar Loan Agreement shall be evidenced by a Term Loan
     Agreement (the "Term Loan Agreement") of even date
     herewith and (iii) the Tropicana Loan Agreement shall be
     amended pursuant to an Amendment No. 1 to Loan Agreement
     of even date herewith (collectively, the "Amended
     Agreements").

     D.   In anticipation of the execution of the Amended
     Agreements, the parties desire to make the assignments
     contemplated herein, so as to adjust their respective
     percentage interests under the Amended Agreements.

     E.   Certain of the Banks who will hereby assign their
     entire interest in the Existing Loan Agreements as set
     forth on the signature page hereof (the "Exiting Banks")
     shall hereby terminate their status as Banks under the
     Existing Loan Agreements and shall not participate in the
     Amended Agreements.

     F.   Pursuant to this Agreement, the Assignors will
     release the Co-Borrower Subsidiaries as borrowers under
     the Aztar Loan Agreement subject to their execution of the
     Subsidiary Guaranty under the Amended Revolver and the
     Term Loan Agreement.

     The parties hereto hereby severally represent, warrant, assign,
     accept and agree as follows:

          1.    Definitions.  Capitalized terms used but
     not defined herein are used with the meanings set forth for
     such terms in the Aztar Loan Agreement.  As used in this
     Agreement, the following capitalized terms shall have the
     meanings set forth below:

          "Assignee" means (a) as to the Aztar Loan Agreement,
     those of the Banks having a positive amount set forth
     opposite the name of that Bank in (i) Column II of
     Schedule A hereto as to the Amended Revolver and
     (ii) Column III of Schedule A hereto as to the Term Loan
     Agreement and (b) as to the Tropicana Loan Agreement,
     those of the Banks having a positive amount set forth
     opposite the name of that Bank in Column II of Schedule B
     hereto.

          "Assigned Pro Rata Share" means, as to each Bank and
     each of the Amended Agreements, the amount and percentage
     interest assigned or accepted by that Bank under that Loan
     Agreement, as detailed on Schedules A and B.

          "Assignor" means (a) as to the Aztar Loan Agreement,
     those of the Banks having a positive amount set forth
     opposite the name of that Bank in Column I of Schedule A
     hereto and (b) as to the Tropicana Loan Agreement, those
     of the Banks having a positive amount set forth opposite
     the name of that Bank in Column I of Schedule B hereto.

          "Borrowers" means, as of the Effective Date, Aztar
     and Tropicana.

          "Effective Date" means the date upon which the
     Amended Agreements become effective and the payments
     described in Section 6 have been made.

          "Exiting Bank" means each Bank which hereby assigns
     its entire interest in the Existing Loan Agreements.

          "Loan Documents" means the Loan Documents described
     in the Aztar Loan Agreement and the Tropicana Loan
     Agreement.

          "Managing Agent" means Bank of America National Trust
     and Savings Association, in its capacity as Managing Agent
     for each of the Banks under the Existing Loan Agreements.

          "Obligations" means, collectively, the obligations
     and indebtedness of the Co-Borrower Subsidiaries and
     Tropicana, respectively, under the Existing Loan
     Agreements.

          "Pro Rata Shares" means, as the context requires, the
     percentage interest of the relevant Bank of the
     commitments under the Aztar Loan Agreement or Tropicana
     Loan Agreement.
     
          2. Representations and Warranties of the Assignors. 
     Each Assignor severally represents and warrants, each for
     itself and not for any other Assignor, to the Assignees as
     follows:

          a.   As of the date hereof, the Pro Rata Shares of
     such Assignor under the Loan Agreements are as set forth
     on Schedule A and Schedule B, in each case without giving
     effect to assignments thereof which have not yet become
     effective;

          b.   Such Assignor is the legal and beneficial owner
     of such Assignor's Assigned Pro Rata Share and such
     Assignor's Assigned Pro Rata Share is free and clear of
     any adverse claim.  Schedule C accurately reflects the
     aggregate outstandings under the Existing Loan Agreements;

          c.   Such Assignor has full power and authority, and
     has taken all action necessary, to execute and deliver
     this Agreement and any and all other documents required or
     permitted to be executed or delivered by it in connection
     with this Agreement and to fulfill its obligations under,
     and to consummate the transactions contemplated by, this
     Agreement, and no governmental authorizations or other
     authorizations are required in connection therewith;

          d.   This Agreement constitutes the legal, valid and
     binding obligation of such Assignor.

The Assignors make no representation or warranty and assume no
responsibility with respect to the financial condition of
Borrowers or the performance by Borrowers of the Obligations,
and assume no responsibility with respect to any statements,
warranties or representations made in or in connection with the
Existing Loan Agreements or the execution, legality, validity,
enforceability, genuineness, or sufficiency of the Existing
Loan Agreements or any Loan Document other than as expressly
set forth above.

          3.  Representations and Warranties of the Assignees. 
Each Assignee hereby represents and warrants, for itself and
not for any other Assignee, to each Assignor as follows:

               (a)  Such Assignee has full power and authority,
     and has taken all action necessary, to execute and deliver
     this Agreement, and any and all other documents required
     or permitted to be executed or delivered by it in
     connection with this Agreement and to fulfill its
     obligations under, and to consummate the transactions
     contemplated by, this Agreement, and no governmental
     authorizations or other authorizations are required in
     connection therewith;

               (b)  This Agreement constitutes the legal, valid
     and binding obligation of such Assignee;

               (c)  Such Assignee has independently and without
     reliance upon the Managing Agent or any Assignor and based
     on such documents and information as such Assignee has
     deemed appropriate, made its own credit analysis and
     decision to enter into this Agreement.  Such Assignee
     will, independently and without reliance upon the Managing
     Agent or any Bank, and based upon such documents and
     information as it shall deem appropriate at the time,
     continue to make its own credit decisions in taking or not
     taking action under the Amended Agreements;

               (d)  Such Assignee has received copies of such
     of the Existing Loan Agreements and the Amended
     Agreements, related loan documents and financial
     statements of Borrowers and their Affiliates as it has
     requested;

               (e)  Such Assignee will perform in accordance
     with their respective terms all of the obligations which
     by the terms of the Amended Agreements are required to be
     performed by it as a Bank; and

               (f)  Such Assignee is an Eligible Assignee.

          4. Assignment and Acceptance; Release of Exiting
Banks.  

               (a)  On the Effective Date and on the terms set
forth herein, each Bank under the Aztar Loan Agreement hereby
irrevocably sells, assigns and transfers, as an Assignor, its
Assigned Pro Rata Share under the Aztar Loan Agreement
(detailed as to percentage and amount in Column I of Schedule A
hereto):

     (i)  to each Bank which is an Assignee under the Amended
     Revolver, its Assigned Pro Rata Share under the Amended
     Revolver (detailed as to percentage and amount in Column
     II of Schedule A hereto); and 

     (ii) to each Bank which is an Assignee under the Term Loan
     Agreement, its Assigned Pro Rata Share under the Term Loan
     Agreement (detailed as to percentage and amount in Column
     III of Schedule A hereto).   

Each Bank which is an Assignee under the Amended Revolver or
the Term Loan Agreement hereby irrevocably accepts, from each
such Assignor, an Assigned Pro Rata Share in the amount and
percentage interest detailed in Columns II and III,
respectively, of Schedule A hereto.

               (b)  On the Effective Date and on the terms set
forth herein, each Bank under the Tropicana Loan Agreement
hereby irrevocably sells, assigns and transfers, as an
Assignor, its Assigned Pro Rata Share under the Tropicana Loan
Agreement (detailed as to percentage and amount in Column I of
Schedule B hereto) to each Bank which is an Assignee under the
Tropicana Loan Agreement.  Each Bank which is an Assignee under
the Tropicana Loan Agreement hereby irrevocably accepts, from
each such Assignor, an Assigned Pro Rata Share in the amount
and percentage interest detailed in Column II of Schedule B
hereto.

               (c)  On the Effective Date, each Bank which is
an Exiting Bank hereby accepts termination of its status as a
Bank under the Existing Loan Agreements, and all of the other
parties thereto hereby release such Exiting Banks from their
lending commitments and any other obligation under the Existing
Loan Agreements.

               (d)  As of the Effective Date, each Assignee
shall have the rights and obligations of a "Bank" under the
Loan Documents.  Each Assignee hereby appoints and authorizes
the Managing Agent to take such action and to exercise such
powers under the Existing Loan Agreements as are delegated to
the Managing Agent by the Existing Loan Agreements.

          5.     Release of Co-Borrower Subsidiaries.  On
the Effective Date, each Co-Borrower Subsidiary is released
from any further obligation as a co-borrower under the Aztar
Loan Agreement; provided that each such Co-Borrower Subsidiary
executes and delivers the Subsidiary Guaranty under the Amended
Revolver and the Term Loan Agreement.

          6.    Payment.  On the Effective Date, and as a
condition precedent to the assignments contemplated hereby, (i)
Borrowers shall pay to each Bank through the Managing Agent all
interest, fees, and other amounts which have accrued and remain
unpaid under the Existing Loan Agreements as of the date hereof
and (ii) the Assignees shall pay to the Assignors through the
Managing Agent such principal amounts outstanding under the
Existing Loan Agreements as are necessary to result in each
Bank holding the percentage interest in the Amended Revolver
and Term Loan Agreement as set forth in Columns II and III,
respectively of Schedule A hereto (with any excess amount
advanced to Aztar as additional principal outstanding under the
Amended Revolver or Term Loan Agreement, as the case may be)
and each Bank holding the percentage interest in the Tropicana
Loan Agreement as is set forth in Column II of Schedule B
hereto.  The Managing Agent shall advise each Bank of the
amounts to be so paid and (in the absence of written objection
from any Bank) the advice of the Managing Agent shall be
conclusively presumed to be correct.  The Managing Agent may
require that each payment made by or to a Bank be net of any
amounts to be paid to or by that Bank.  The Assignors and the
Assignees hereby agree that if any of them receives any payment
of interest, principal, fees or any other amount under the
Existing Loan Agreements, their respective Notes or any other
Loan Documents which is for the account of one of the other
parties hereto, it shall hold the same in trust for such party
to the extent of such party's interest therein and shall
promptly pay the same to such party.

          7.     Notes.  Concurrently herewith each Bank is
redelivering its promissory notes under the Existing Loan
Agreements to counsel for the Managing Agent for cancellation
in consideration of the issuance of the new promissory notes to
be issued in connection with the Amended Agreements.

          8. Further Assurances.  The Assignors and the
Assignees further agree to execute and deliver such other
instruments, and take such other action, as any party hereto
may reasonably request in connection with the transactions
contemplated by this Agreement.

          9.     Governing Law.  THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LOCAL LAWS OF THE STATE OF NEVADA.  FOR ANY DISPUTE ARISING
IN CONNECTION WITH THIS AGREEMENT, EACH ASSIGNEE HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEVADA.

          10.    Notices.  All communications among the
parties or notices in connection herewith shall be in writing,
and shall be delivered in the manner set forth in the Aztar
Loan Agreement.

          11.   Binding Effect.  This Agreement shall be
binding upon and inure to the benefit of the parties and their
respective successors and assigns; provided, however, that no
Assignee shall assign its rights or obligations under this
Agreement without the prior written consent of each Assignor
and any purported assignment, absent such consent, shall be
void.  Nothing contained in this Section shall restrict the
assignment by any Assignee of its rights under the Loan
Documents following the Effective Date.

          12.     Consent of Managing Agent and Borrowers. 
By executing this Agreement in the space provided below, Bank
of America National Trust and Savings Association consents (in
its capacity as Managing Agent under each of the Existing Loan
Agreements) to each of the assignments described herein, and
waives the recordation fees payable to it to it as Managing
Agent pursuant to the Existing Loan Agreements in connection
with such assignments.  Borrowers (while not a party to this
Agreement) have signed this Agreement below to evidence their
consent to such assignments.

          IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered by their respective
officials, officers or agents thereunto duly authorized as of
the date first above written.

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION (as Managing Agent
under each of the Loan Agreements)

By: _____________________________

Title: ____________________________


"Assignors"

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION


By: __________________________________
     Scott L. Faber
     Vice President

Address:

Bank of America National Trust and
Savings Association
555 South Flower Street, 11th Floor,
#3283
Los Angeles, California  90071

Attn:Scott L. Faber
     Vice President

Telecopier:  (213) 228-2641 
Telephone:   (213) 228-2768

With a copy to:

Bank of America National Trust and
Savings Association
555 South Flower Street (LA-5777)
Los Angeles, California  90071

Attn:William Newby 
     Managing Director

Telecopier:  (213) 228-3145
Telephone:   (213) 228-2438


BANKERS TRUST COMPANY



By_________________________________
David Bell
Vice President

Address:

Bankers Trust Company
130 Liberty Street
New York, New York 10006

Attn:David Bell
     Vice President

Telecopier: (212) 250-7218
Telephone: (212) 250-9048



SOCIETE GENERALE



By_________________________________
Donald L. Schubert
First Vice President

Address:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn:     Donald L. Schubert
          First Vice President

Telecopier: (310) 551-1537
Telephone: (310) 788-7104

With a copy sent to:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn: Jane van Brussel

Telecopier: (310) 788-7106
Telephone: 9310) 551-1537


BANK OF SCOTLAND



By_________________________________
Annie Chin-Tat
Vice President

Address:

Bank of Scotland
565 Fifth Avenue
New York, New York 10017

Attn: Annie Chin-Tat

Telecopier: (212) 557-9460
Telephone: (212) 450-0871

With a copy to:

Bank of Scotland
660 South Figueroa Street, Suite 1760
Los Angeles, California 90017

Attn: Kandis Jaffrey

Telecopier: (213) 489-3594
Telephone: (213) 629-3057


CREDIT LYONNAIS LOS ANGELES BRANCH



By_________________________________
Dianne M. Scott
Vice President and Manager

Address:

Credit Lyonnais Los Angeles Branch
515 South Flower Street, 22nd Floor
Los Angeles, California 90071

Attn: Glenn Harvey

Telecopier: (213) 623-3437
Telephone: (213) 362-5956

With a copy to:

Ron Finn, Esquire
Legal Department
Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, New York 10019

Telecopier: (212) 459-3187
Telephone: (212) 261-7050
PNC BANK, NATIONAL ASSOCIATION



By_________________________________
Gary W. Wessels
Vice President

Address:

PNC Bank, N.A.
Two Tower Center, 16th Floor
East Brunswick, New Jersey 08816

Attn: Denise D. Killen

Telecopier: (732) 220-3270
Telephone: (732) 220-3262


ABN AMRO BANK, N.V.



By_________________________________
Jeffrey A. French
Group Vice President and Director

By_________________________________
Michael Tolentino
Assistant Vice President and
Credit Analyst

Address:

ABN AMRO Bank, N.V.
101 California Street, Suite 4550
San Francisco, California 94111-5812

Attn: Michael Tolentino

Telecopier: (415) 362-3524
Telephone: (415) 984-3722

IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION



By   _________________________________
     
     _______________________________
     [Printed Name and Title]

Address:

Imperial Bank
9920 South La Cienega Boulevard, 14th
Floor
Inglewood, California 90301

Attn: Steven K. Johnson

Telecopier: (310) 417-5997
Telephone: (310) 417-5657


FIRST SECURITY BANK N.A., as an
Assignor and an Exiting Bank


By:___________________________
   David Williams
   Vice President

Address:

First Security Bank N.A.
Commercial Banking Division
15 East 100 South, Second Floor
Salt Lake City, Utah  84111

Attn:  David Williams
      Vice President

Telecopier:    (801) 246-5532
Telephone:     (801) 246-5540

MASSMUTUAL HIGH YIELD PARTNERS LLC, as
an Assignor and an Exiting Bank


By:___________________________
   Laura Hamel
   Title:_______________________

Address:

MassMutual High Yield Partners LLC
c/o Massachusetts Mutual Life
Insurance Co.
1295 State Street
Springfield, Massachusetts 01111

Attn:   John Wheeler
       _____________


Telecopier:    (413) 744-6127
Telephone:     (413) 744-6228


MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC., as an Assignor and an
Exiting Bank


By:_________________________________
   Jill Montanye
   
Title:_____________________________

Address:

Merrill Lynch Senior Floating Rate
Fund Inc.
Area 1B
c/o Merrill Lynch Asset Management
800 Scudders Mill Road
Plainsboro, NJ 08536

Attn:    Jill Montanye
        _______________

Telecopier:    (609) 282-3542
Telephone:     (609) 282-3102




THE SUMITOMO BANK, LIMITED, as an
Assignor and an Exiting Bank


By:___________________________________
   Herbert W. Redding
   Vice President

Address:

The Sumitomo Bank, Limited
233 South Wacker Drive, Suite 5400
Chicago, IL 60606-6448

Attn:    Herbert W. Redding
        Vice President

Telecopier:    (312) 993-6255
Telephone:     (312) 993-6202

"Assignees"


BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION


By: __________________________________
   Scott L. Faber
   Vice President

Address:

Bank of America National Trust and
Savings Association
555 South Flower Street, 11th Floor,
#3283
Los Angeles, California  90071

Attn:     Scott L. Faber
         Vice President

Telecopier:  (213) 228-2641 
Telephone:   (213) 228-2768

With a copy to:

Bank of America National Trust and
Savings Association
555 South Flower Street (LA-5777)
Los Angeles, California  90071

Attn:     William Newby 
          Managing Director

Telecopier:  (213) 228-3145
Telephone:   (213) 228-2438


BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION


By: __________________________________
          Francis Griffin
   Attorney-In-Fact

Address:

Bank of America National Trust and
Savings Association
231 South LaSalle Street, 18th Floor
Chicago, Illinois 60697

Attn:  Francis Griffin

Telecopier:  (312) 828-7448
Telephone:   (312) 828-8244

With a copy to:

Bank of America National Trust and
Savings Association
231 South LaSalle Street, 18th Floor
Chicago, Illinois 60697

Attn:     Catherine Beard

Telecopier: (312) 828-7448
Telephone: (312) 828-6389

BANKERS TRUST COMPANY



By_________________________________
David Bell
Vice President

Address:

Bankers Trust Company
130 Liberty Street
New York, New York 10006

Attn:     David Bell
         Vice President

Telecopier: (212) 250-7218
Telephone: (212) 250-9048



SOCIETE GENERALE



By_________________________________
Donald L. Schubert
First Vice President


Address:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn:     Donald L. Schubert
         First Vice President

Telecopier: (310) 551-1537
Telephone: (310) 788-7104

With a copy sent to:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn: Jane van Brussel

Telecopier: (310) 788-7106
Telephone: 9310) 551-1537


BANK OF SCOTLAND



By_________________________________
Annie Chin-Tat
Vice President

Address:

Bank of Scotland
565 Fifth Avenue
New York, New York 10017

Attn: Annie Chin-Tat

Telecopier: (212) 557-9460
Telephone: (212) 450-0871

With a copy to:

Bank of Scotland
660 South Figueroa Street, Suite 1760
Los Angeles, California 90017

Attn: Kandis Jaffrey

Telecopier: (213) 489-3594
Telephone: (213) 629-3057


CREDIT LYONNAIS LOS ANGELES BRANCH



By_________________________________
Dianne M. Scott
Vice President and Manager

Address:

Credit Lyonnais Los Angeles Branch
515 South Flower Street, 22nd Floor
Los Angeles, California 90071

Attn: Glenn Harvey

Telecopier: (213) 623-3437
Telephone: (213) 362-5956

With a copy to:

Ron Finn, Esquire
Legal Department
Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, New York 10019

Telecopier: (212) 459-3187
Telephone: (212) 261-7050


PNC BANK, NATIONAL ASSOCIATION



By_________________________________
Gary W. Wessels
Vice President

Address:

PNC Bank, N.A.
Two Tower Center, 16th Floor
East Brunswick, New Jersey 08816

Attn: Denise D. Killen

Telecopier: (732) 220-3270
Telephone: (732) 220-3262



ABN AMRO BANK, N.V.



By_________________________________
Jeffrey A. French
Group Vice President and Director

By    
_______________________________
Michael Tolentino
Assistant Vice President and
Credit Analyst

Address:

ABN AMRO Bank, N.V.
101 California Street, Suite 4550
San Francisco, California 94111-5812

Attn: Michael Tolentino

Telecopier: (415) 362-3524
Telephone: (415) 984-3722

IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION



By _________________________________
   
   _______________________________
   [Printed Name and Title]

Address:

Imperial Bank
9920 South La Cienega Boulevard, 14th
Floor
Inglewood, California 90301

Attn: Steven K. Johnson

Telecopier: (310) 417-5997
Telephone: (310) 417-5657


KEYBANK NATIONAL ASSOCIATION



By_________________________________
Mary K. Young
Commercial Banking Officer

Address:

KeyBank National Association
700 Fifth Avenue, 46th Floor
Seattle, Washington 98104

Attn: Mary K. Young

Telecopier: (206) 684-6035
Telephone: (206) 684-6085

THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY


By_________________________________
Yasushi Satomi
Senior Vice President and Chief
Manager

Address:

The Mitsubishi Trust and Banking
Corporation, Los Angeles Agency
801 South Figueroa Street, Suite 500
Los Angeles, California 90017

Attn: F. Frank Herrera

Telecopier: (213) 687-4631
Telephone: (213) 896-4652


ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as
Collateral Manager

By_________________________________

_________________________________
[Printed Name and Title]

Address:

Archimedes Funding, L.L.C.
c/o ING Capital Advisors, Inc.
333 South Grand Avenue, suite 4250
Los Angeles, California 90071

Attn:     Mike Hatley
          Vice President and
Portfolio Manager

Telecopier: (213) 346-3972
Telephone: (213) 346-3995

DEEPROCK & COMPANY,
By: Eaton Vance Management,
   as Investment Advisor

By_________________________________

_________________________________
[Printed Name and Title]

Address:

State Street Bank & Trust Company
Corporate Trust Division
Two International Place, 5th Floor
Boston, Massachusetts 02110

Attn: Patrick McEnroe

Telecopier: (617) 664-5366 or (617)
664-5367
Telephone: (617) 664-5407

and

Eaton Vance Management
Attention: Prime Rate Reserves
24 Federal Street, 6th Floor
Boston, Massachusetts 02110

Telecopier: (617) 695-9594
Telephone: (617) 348-0115<PAGE>
The undersigned hereby consent to the assignments described
above and to the release of the Exiting Banks from their
lending commitments under the Loan Agreements:


AZTAR CORPORATION
ADAMAR OF NEW JERSEY, INC.


By: _______________________
Neil Ciarfalia, Treasurer


RAMADA EXPRESS, INC.
AZTAR INDIANA GAMING CORPORATION
AZTAR MISSOURI GAMING CORPORATION


By: _______________________
Nelson W. Armstrong, Jr.
Vice President and Secretary

TROPICANA ENTERPRISES
By: ADAMAR OF NEVADA
Its General Partner


By: _______________________
Nelson W. Armstrong, Jr.
Vice President and Secretary