Exhibit 4.2


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”) is made as of the 1st day of July, 2009 between
Tropicana Las Vegas Hotel and Casino, Inc., a Delaware corporation (the “Company”),
and Tropicana Las Vegas Hotel and Casino, Inc., a Delaware corporation, as
Warrant Agent (the “Warrant Agent”). 
Unless otherwise indicated, capitalized words and phrases in this
Agreement shall have the meanings set forth in Section 1.1 of this
Agreement.


 


WHEREAS, on May 5,
2008, Tropicana Entertainment, LLC, and its debtor subsidiaries filed petitions
with the Bankruptcy Court under chapter 11 of the United States Code, 11 U.S.C.
§§ 101-1330.


 


WHEREAS, the Company
proposes to issue New Common Stock pursuant to the First Amended Joint Plan of
Reorganization of Tropicana Las Vegas Holdings, LLC and Certain of its Debtor
Affiliates pursuant to Title 11 of the United States Code, 11 U.S.C. Section 101
et seq. (as modified and confirmed by the Bankruptcy Court, the “Plan”);


 


WHEREAS, the Company
proposes to issue, at the Effective Date, warrants (the “Warrants”) to
purchase New Common Stock on the terms and conditions set forth herein;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of
the Warrants;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, call, exercise and cancellation of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants,
when executed on behalf of the Company and countersigned by or on behalf of the
Warrant Agent, as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


 


ARTICLE
I.


 


DEFINITIONS


 


Section 1.1                                      Definition of Terms. 
Each capitalized term used herein but not defined herein shall have the
meaning ascribed to it in the Plan.  As
used in this Agreement, the following capitalized terms shall have the
following respective meanings:


 


(a)                                  “Appropriate Officer” shall mean,
the respect to the Company, the Chairman of its Board of Directors, its Chief
Executive Officer, its President, any Senior Vice President, or its Treasurer.


 


(b)                                 “Bankruptcy Court” shall mean the
United States Bankruptcy Court for the District of Delaware.


 

















 


(c)                                  “Business Day” shall mean day
other than a Saturday, Sunday or other day on which banks are required or
permitted to be closed in New York, New York.


 


(d)                                 “Effective Date” shall mean July 1,
2009.


 


(e)                                  “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


(f)                                    “Expiration Date” shall mean the
earlier of (i) July 1, 2013; and (ii) the Sale Transaction Date.


 


(g)                                 “Joinder Agreement” shall mean an
agreement in substantially the form attached to the Stockholders’ Agreement as Exhibit A,
by which persons or entities acquiring New Common Stock agree to become bound
by the Stockholders’ Agreement.


 


(h)                                 “New Common Stock” shall mean Class B
common stock, $.01 par value per share, of the Company.  For purposes of Article V
hereof, references to “shares of New Common Stock” shall be deemed to include
shares of any other class of stock resulting from successive changes or
reclassifications of the New Common Stock consisting solely of changes in par
value or from no par value to par value and vice versa.


 


(i)                                     “Sale Transaction” shall mean a
transaction or series of related transactions in which (i) the Company sells,
leases, transfers or otherwise disposes of all or substantially all of its
property, assets or business to another person or entity; (ii) another
person or entity acquires all or substantially all of the New Common Stock; or (iii) the
Company consolidates or merges with or into another person or entity enters
into a business combination with another person.


 


(j)                                     “Sale Transaction Date” shall mean
the date on which a Sale Transaction is consummated.


 


(k)                                  “Securities Act” shall mean the
Securities Act of 1933, as amended.


 


(l)                                     “Stockholders’ Agreement” shall
mean the Stockholders’ Agreement, dated as of the Effective Date, by and among
the Company and the other parties thereto from time to time, as amended,
restated, or otherwise modified from time to time.


 


(m)                               “Warrant Shares” shall mean New
Common Stock and any other securities purchased or purchasable upon exercise of
the Warrants.


 


Section 1.2                                      Table of Defined Terms.


 


 


	
  Term

  	
   

  	
  Section Number

  
	
  Agreement

  	
   

  	
  Recitals

  
	
  Company

  	
   

  	
  Recitals

  
	
  Exercise
  Amount

  	
   

  	
  Section 4.5

  
	
  Exercise
  Form

  	
   

  	
  Section 4.3(a)

  
	
  Exercise
  Price

  	
   

  	
  Section 4.1

  
	
  Issue
  Date

  	
   

  	
  Section 3.1

  
	
  Plan

  	
   

  	
  Recitals

  
	
  Registered
  Holder

  	
   

  	
  Section 3.3(c)

  
	
  Warrants

  	
   

  	
  Recitals

  



 


2

















 


	
  Term

  	
   

  	
  Section Number

  
	
  Warrant
  Agent

  	
   

  	
  Recitals

  
	
  Warrant
  Register

  	
   

  	
  Section 3.3(b)

  
	
  Warrant
  Statements

  	
   

  	
  Section 3.1

  



 


ARTICLE II.


 


APPOINTMENT OF WARRANT AGENT


 


Section 2.1                                      Appointment. 
The Company hereby appoints the Warrant Agent to act as agent for the
Company for the Warrants in accordance with the instructions hereinafter set
forth in this Agreement, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.


 


ARTICLE
III.


 


WARRANTS


 


Section 3.1                                      Issuance of Warrants. 
On the terms and subject to the conditions of this Agreement and in
accordance with the terms of the Plan, on the Effective Date or a date that is
as soon as reasonably practicable thereafter (such date, the “Issue Date”),
Warrants to purchase the Warrant Shares will be issued by the Company to
Tropicana Entertainment Inc.  The
Warrants shall be issued by book-entry registration on the books of the Warrant
Agent and shall be evidenced by statements issued by the Warrant Agent from
time to time to the Registered Holders of Warrants reflecting such book-entry
position (the “Warrant Statements”). 
The maximum number of shares of New Common Stock issuable pursuant to
the Warrants shall be 664,122 shares, as such amount may be adjusted from
time to time pursuant to this Agreement.


 


Section 3.2                                      Form of Warrant.


 


(a)                                  Subject to Section 6.1
of this Agreement, the Warrants shall be issued via book-entry registration on
the books and records of the Warrant Agent and evidenced by the Warrant Statements,
in substantially the form set forth in Exhibit A-1 attached
hereto.  The Warrant Statements may bear
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with any law or with any rules made
pursuant thereto or as may, consistently herewith, be determined appropriate by
any Appropriate Officer, and all of which shall be reasonably acceptable to the
Warrant Agent.


 


Section 3.3                                      Registration and Countersignature.


 


(a)                                  Upon written order of the Company, the
Warrant Agent shall register the Warrants in the Warrant Register.


 


(b)                                 The Warrant Agent shall keep, at an
office designated for such purpose, books (the “Warrant Register”) in
which, subject to such reasonable regulations as it may prescribe, it shall
register the Warrants and exchanges and transfers of outstanding Warrants in
accordance with the procedures set forth in Section 6.1
of this Agreement, all in form satisfactory to the Company and the Warrant
Agent.  No service charge shall be made
for any 


 


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exchange or
registration of transfer of the Warrants, but the Company may require payment
of a sum sufficient to cover any stamp or other tax or other governmental
charge that may be imposed on the Registered Holder in connection with any such
exchange or registration of transfer. 
The Warrant Agent shall have no obligation to effect an exchange or
register a transfer unless and until any payments required by the immediately
preceding sentence have been made.


 


(c)                                  Prior to due presentment for registration
of transfer or exchange of any Warrant in accordance with the procedures set
forth in this Agreement, the Company and the Warrant Agent may deem and treat
the person in whose name any Warrant is registered upon the Warrant Register
(the “Registered Holder” of such Warrant) as the absolute owner of such
Warrant, for the purpose of any exercise thereof, any distribution to the
holder thereof and for all other purposes, and neither the Warrant Agent nor
the Company shall be affected by notice to the contrary.


 


ARTICLE IV.


 


TERMS AND EXERCISE OF WARRANTS


 


Section 4.1                                      Exercise Price. 
On the Issue Date, each Warrant shall entitle the Registered Holder
thereof, subject to the provisions of such Warrant and of this Agreement, to
purchase from the Company the number of Warrant Shares specified in such
Warrant, at the price per whole share equal to (a) an amount equal to
$66,412,373.40 plus interest accruing on such from and after the Effective Date
at the rate of fifteen percent (15%) per annum, compounded annually, divided by (b) 664,122 (as the same may be hereafter
adjusted pursuant to  Article V,
the “Exercise Price”).


 


Section 4.2                                      Duration of Warrants. 
Warrants may be exercised by the Registered Holder thereof at any time
and from time to time during the period commencing on the Issue Date and terminating
at 5:00 p.m., New York City time, on the Expiration Date.  Any Warrant not exercised prior to 5:00 p.m.,
New York City time, on the Expiration Date, shall become permanently and
irrevocably null and void at 5:00 p.m., New York City time, on the Expiration
Date, and all rights thereunder and all rights in respect thereof under this
Agreement shall cease at such time.


 


Section 4.3                                      Method of Exercise.


 


(a)                                  Subject to the provisions of the Warrants
and this Agreement, the Registered Holder of a Warrant may exercise such
Registered Holder’s right to purchase the Warrant Shares, in whole or in part,
by (i) providing an exercise form for the election to exercise such
Warrant (“Exercise Form”) substantially in the form of Exhibit B-1
hereto, properly completed and executed by the Registered Holder thereof,
together with payment to the Warrant Agent of the Exercise Amount in accordance
with Section 4.5(a); and (ii) delivering
to the Warrant Agent a properly completed and executed Joinder Agreement.


 


(b)                                 Any exercise of a Warrant pursuant to the
terms of this Agreement shall be irrevocable and shall constitute a binding
agreement between the Registered Holder and the Company, enforceable in
accordance with its terms.


 


(c)                                  The Warrant Agent shall:


 


(i)                                     examine all Exercise Forms and all other
documents delivered to it by or on behalf of Registered Holders as contemplated
hereunder to ascertain whether or not, on 


 


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their
face, such Exercise Forms and any such other documents have been executed and
completed in accordance with their terms and the terms hereof;


 


(ii)                                  where an Exercise Form or other
document appears on its face to have been improperly completed or executed or
some other irregularity in connection with the exercise of the Warrants exists,
endeavor to inform the appropriate parties (including the person submitting
such instrument) of the need for fulfillment of all requirements, specifying
those requirements which appear to be unfulfilled;


 


(iii)                               inform the Company of and cooperate with
and assist the Company in resolving any reconciliation problems between
Exercise Forms received and the delivery of Warrants to the Warrant Agent’s
account; and


 


(iv)                              advise the Company no later than three (3) Business
Days after receipt of an Exercise Form, of (A) the receipt of such
Exercise Form and the number of Warrants exercised in accordance with the
terms and conditions of this Agreement, (B) the instructions with respect
to delivery of the Warrant Shares deliverable upon such exercise, and (C) such
other information as the Company shall reasonably require.


 


(d)                                 The Company reserves the right to
reasonably reject any and all Exercise Forms not in proper form or for which
any corresponding agreement by the Company to exchange would, in the opinion of
the Company, be unlawful.  Such
determination by the Company shall be final and binding on the Registered
Holders of the Warrants, absent manifest error. 
Moreover, the Company reserves the absolute right to waive any of the
conditions to the exercise of Warrants or defects in Exercise Forms with regard
to any particular exercise of Warrants. 
Neither the Company nor the Warrant Agent shall be under any duty to
give notice to the Registered Holders of the Warrants of any irregularities in
any exercise of Warrants, nor shall it incur any liability for the failure to
give such notice.


 


Section 4.4                                      Issuance of Warrant Shares. 
Upon exercise of any Warrants pursuant to Section 4.3
and clearance of the funds in payment of the Exercise Price, the Company shall
promptly at its expense, and in no event later than five (5) Business Days
thereafter, cause to be issued to the Registered Holder of such Warrants the
total number of whole Warrant Shares for which such Warrants are being exercised
(as the same may be hereafter adjusted pursuant to Article V)
in such denominations as are requested by the Registered Holder as set forth
below, through a book-entry interest in the Warrant Shares registered on the
books of the Company’s transfer agent.


 


Section 4.5                                      Exercise of Warrant. 
Warrants shall be exercised by the Registered Holders thereof by
delivery of payment to the Warrant Agent, for the account of the Company, by
certified or bank cashier’s check payable to the order of the Company (or as
otherwise agreed to by the Company), in lawful money of the United States of
America, of the full Exercise Price for the number of Warrant Shares specified
in the Exercise Form (which shall be equal to the Exercise Price
multiplied by the number of Warrant Shares in respect of which any Warrants are
being exercised) and any and all applicable taxes and governmental charges due
in connection with the exercise of Warrants and the exchange of Warrants for
Warrant Shares (the “Exercise Amount”).


 


Section 4.6                                      Reservation of Shares. 
The Company hereby agrees that at all times there shall be reserved for
issuance and delivery upon exercise of Warrants such number of Warrant Shares
as may be from time to time issuable upon exercise in full of the
Warrants.  All Warrant Shares shall be
duly authorized, and when issued upon such exercise, shall be validly issued,
fully paid and non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of
all preemptive rights, and the 


 


5

















 


Company shall take
all such action as may be necessary or appropriate in order that the Company
may validly and legally issue all Warrant Shares in compliance with this
sentence.  If at any time prior to the
Expiration Date the number and kind of authorized but unissued shares of the
Company’s capital stock shall not be sufficient to permit exercise in full of
the Warrants, the Company will promptly take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but
unissued shares to such number of shares as shall be sufficient for such
purposes.  The Company agrees that its
issuance of Warrants shall constitute full authority to its officers who are
charged with the issuance of Warrant Shares to issue shares of New Common Stock
upon the exercise of Warrants.  Without
limiting the generality of the foregoing, the Company will not increase the
stated or par value per share, if any, of the New Common Stock above the
Exercise Price in effect immediately prior to such increase in stated or par
value.


 


Section 4.7                                      Fractional Shares. 
Notwithstanding any provision to the contrary contained in this
Agreement, the Company shall not be required to issue any fraction of a share
of its capital stock in connection with the exercise of Warrants, and in any
case where the Registered Holder would, except for the provisions of this Section 4.7, be entitled under
the terms of Warrants to receive a fraction of a share upon the exercise of
such Warrants, the Company shall, upon the exercise of such Registered Holder’s
Warrants, issue or cause to be issued only the largest whole number of Warrant
Shares issuable on such exercise (and such fraction of a share will be
disregarded); provided, that if more than one Warrant is presented for
exercise at the same time by the same Registered Holder, the number of whole
Warrant Shares which shall be issuable upon the exercise thereof shall be
computed on the basis of the aggregate number of Warrant Shares issuable on
exercise of all such Warrants.


 


ARTICLE V.


 


ADJUSTMENT OF SHARES OF NEW COMMON STOCK

PURCHASABLE AND OF EXERCISE PRICE


 


The Exercise Price and
the number and kind of Warrant Shares shall be subject to adjustment from time
to time upon the happening of certain events as provided in this Article V.


 


Section 5.1                                      Mechanical Adjustments.


 


(a)                                  Subject to the provisions of Section 4.7, if at any time
prior to the exercise in full of the Warrants, the Company shall:


 


(i)                                     Subdivide, reclassify or recapitalize its
outstanding New Common Stock into a greater number of shares;


 


(ii)                                  Combine, reclassify or recapitalize its
outstanding New Common Stock into a smaller number of shares;


 


(iii)                               Merge, consolidate or otherwise combine
with another person or entity as a result of which all holders of New Common
Stock become entitled to receive capital stock, other securities or other
property (including but not limited to cash and evidences of indebtedness) with
respect to or in exchange for such New Common Stock;


 


(iv)                              Sell, convey or otherwise transfer all or
substantially all of the assets of the Company to any other person or entity as
a result of which all holders of New Common Stock become entitled to receive
capital stock, other securities or other 


 


6

















 


property
(including but not limited to cash and evidences of indebtedness) with respect
to or in exchange for such New Common Stock; or


 


(v)                                 Issue by reclassification of New Common
Stock any shares of its capital stock (any such occurrence identified in
clauses (i) through (v) above, an “Adjustment Transaction”);


 


then the number of Warrant Shares issuable upon exercise of Warrants
and/or the type and amount of other securities, property or assets and/or the
Exercise Price in effect at the time of the record date of such Adjustment
Transaction shall be adjusted so that the Registered Holders shall be entitled
to receive the aggregate number and kind of shares or other property which, if
their Warrants had been exercised in full immediately prior to such Adjustment
Transaction, the Registered Holders would have owned upon such exercise and
been entitled to receive by virtue of such Adjustment Transaction; provided,
that, if the holders of New Common Stock were entitled to exercise a right
of election as to the kind or amount of capital stock, other securities or
other property (including but not limited to cash and evidences of
indebtedness) receivable upon an Adjustment Transaction referred to in clause (iii) or
(iv) above, then the kind and amount of capital stock, other securities or
other property (including but not limited to cash and evidences of
indebtedness) receivable in respect of each share of New Common Stock which
would have otherwise been issuable upon exercise of Warrants immediately prior
to such Adjustment Transaction will be the kind and amount so receivable per
share by a plurality of the holders of New Common Stock.  Any adjustment required by this Section 5.1(a) shall be
made successively immediately after the effective date of an Adjustment
Transaction to allow the purchase of such aggregate number and kind of shares.


 


(b)                                 No adjustment in the Exercise Price shall
be required unless such adjustment would require an increase or decrease of at
least five cents ($.05) in such price; provided, however, that any
adjustments which by reason of this paragraph Section 5.1(b) are
not required to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations
under this Section 5.1 shall be made
to the nearest cent ($.01) or to the nearest one-hundredth of a share, as the
case may be.  Notwithstanding anything in
this Section 5.1 to the contrary,
the Exercise Price shall not be reduced to less than the then existing par
value of the New Common Stock as a result of any adjustment made hereunder.


 


Section 5.2                                      Notices of Adjustment. 
Whenever the number and/or kind of Warrant Shares or the Exercise Price
is adjusted as herein provided, the Company shall (a) prepare and deliver,
or cause to be prepared and delivered, forthwith to the Warrant Agent a
statement setting forth the adjusted number and/or kind of shares purchasable
upon the exercise of Warrants and the Exercise Price of such shares after such
adjustment, the facts requiring such adjustment and the computation by which
adjustment was made, and (b) cause the Warrant Agent to give written
notice to each Registered Holder in the manner provided in Section 9.2
below, of the record date or the effective date of the event.  Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.


 


ARTICLE
VI.


 


TRANSFER


 


Section 6.1                                      Transfer.  The Warrants
may not be sold, exchanged, or otherwise transferred in whole or in part except
by operation of law or to Reorganized OpCo Corporation pursuant to the OpCo
Plan.


 


Section 6.2                                      Restrictive Legend. 
Each certificate representing shares of New Common Stock issued upon
exercise of this Warrant and each certificate representing shares of New 


 


7

















 


Common Stock
issued to any subsequent transferee of any such certificate, shall be stamped
or otherwise imprinted with a legend in substantially the form as follows:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A STOCKHOLDER AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN
STOCKHOLDERS OF THE COMPANY WHICH PLACES CERTAIN RESTRICTIONS ON THE TRANSFER
AND VOTING OF THE SHARES.  ANY PERSON TO
WHOM SHARES REPRESENTED BY THIS CERTIFICATE, OR ANY INTEREST THEREIN, ARE
TRANSFERRED SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY SUCH
AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST
TO THE SECRETARY OF THE COMPANY.


 


ARTICLE VII.


 


OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF
WARRANTS


 


Section 7.1                                      No Rights or Liability as Stockholder;
Notice to Registered Holders.  Nothing
contained in the Warrants shall be construed as conferring upon the Registered
Holder or his, her or its transferees in its capacity as a holder of Warrants
the right to vote or to receive dividends or to consent or to receive notice as
a stockholder in respect of any meeting of stockholders for the election of
directors of the Company or of any other matter, or any rights whatsoever as
stockholders of the Company.  No
provision thereof and no mere enumeration therein of the rights or privileges
of the Registered Holder shall give rise to any liability of such holder for
the Exercise Price hereunder or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.  To the extent not covered by any statement
delivered pursuant to Section 5.2,
the Company shall give notice to Registered Holders by registered mail if at
any time prior to the Expiration Date or exercise in full of the Warrants, any
of the following events shall occur:


 


(a)                                  the Company shall authorize the payment
of any dividend payable in any securities upon shares of New Common Stock or
authorize the making of any distribution (other than a regular quarterly cash
dividend) to all holders of New Common Stock;


 


(b)                                 the Company shall authorize the issuance
to all holders of New Common Stock of any additional shares of New Common Stock
or of rights, options or warrants to subscribe for or purchase New Common Stock
or of any other subscription rights, options or warrants;


 


(c)                                  a dissolution, liquidation or winding up
of the Company shall be proposed; or


 


(d)                                 a Sale Transaction shall be proposed.


 


Such giving of notice
shall be initiated at least fifteen (15) Business Days prior to the date fixed
as a record date or effective date or the date of closing of the Company’s
stock transfer books for the determination of the stockholders entitled to such
dividend, distribution or subscription rights, or for the determination of the
stockholders entitled to vote on such proposed Sale Transaction or dissolution,
liquidation or winding up.  Such notice
shall specify such record date or the date of closing the stock transfer books,
as the case may be.  Failure to provide
such notice shall not affect the validity of any action taken in connection
with such dividend, 


 


8

















 


distribution or
subscription rights, or proposed Sale Transaction or dissolution, liquidation
or winding up.  For the avoidance of
doubt, no such notice shall supersede or limit any adjustment called for by Section 5.1 by reason of any
event as to which notice-is required by this Section.


 


Section 7.2                                      Cancellation of Warrants. 
If the Company shall purchase or otherwise acquire Warrants, such
Warrants shall be cancelled by it and retired.


 


ARTICLE VIII.


 


CONCERNING THE WARRANT AGENT AND OTHER MATTERS


 


Section 8.1                                      Payment of Taxes. 
The Company will from time to time promptly pay all taxes and charges
that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of the Warrant Shares upon the exercise of Warrants, but
any taxes or charges in connection with the issuance of Warrants or Warrant
Shares in any name other than that of the Registered Holder of the Warrants
shall be paid by such Registered Holder; and in any such case, the Company
shall not be required to issue or deliver any Warrants or Warrant Shares until
such taxes or charges shall have been paid or it is established to the Company’s
satisfaction that no tax or charge is due.


 


Section 8.2                                      Resignation, Consolidation or Merger of
Warrant Agent.


 


(a)                                  Appointment of Successor Warrant
Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company.  If the office of
the Warrant Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant Agent in
place of the Warrant Agent.  After
appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, and immunities, and agree in writing to be bound by
all the duties and obligations, of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, rights, immunities, duties and obligations of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent, the
Company shall make, execute, acknowledge and deliver any and all instruments in
writing for more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights, immunities, duties
and obligations.


 


(b)                                 Notice of Successor Warrant Agent. 
In the event a successor Warrant Agent shall be appointed, the Company
shall (i) give notice thereof to the predecessor Warrant Agent not later
than the effective date of any such appointment, and (ii) cause written
notice thereof to be delivered to each Registered Holder at such holder’s
address appearing on the Warrant Register. 
Failure to give any notice provided for in this Section 8.2(b) or
any defect therein shall not affect the legality or validity of the removal of
the Warrant Agent or the appointment of a successor Warrant Agent, as the case
may be.


 


(c)                                  Merger or Consolidation of
Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement, without any further
act or deed, if such person would be eligible for appointment as a successor
Warrant Agent under the provisions of Section 8.2(a).


 


9

















 


Section 8.3                                      Fees and Expenses of Warrant Agent.


 


(a)                                  Remuneration. 
The Company agrees to pay the Warrant Agent reasonable remuneration for
its services as Warrant Agent hereunder and will reimburse the Warrant Agent
upon demand for all expenditures that the Warrant Agent may reasonably incur in
the execution of its duties hereunder.


 


(b)                                 Further Assurances. 
The Company agrees to perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further and
other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this
Agreement.


 


Section 8.4                                      Liability of Warrant Agent.


 


(a)                                  Reliance on Company Statement. 
Whenever in the performance of its duties under this Agreement, the
Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chief Executive Officer or Chairman of
the Board of Directors of the Company and delivered to the Warrant Agent.  The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.


 


(b)                                 Indemnity. 
The Warrant Agent shall be liable hereunder only for its own negligence,
willful misconduct or bad faith.  The
Company agrees to indemnify the Warrant Agent and save it harmless against any
and all liabilities, including judgments, costs and reasonable counsel fees,
for anything done or omitted by the Warrant Agent in the execution of its
duties under this Agreement except as a result of the Warrant Agent’s
negligence, willful misconduct or bad faith. 
Notwithstanding the foregoing, the Company shall not be responsible for
any settlement made without its written consent.  No provision in this Agreement shall be
construed to relieve the Warrant Agent from liability for its own negligence,
willful misconduct or bad faith.


 


(c)                                  Exclusions. 
The Warrant Agent shall have no responsibility with respect to the
validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof); nor shall it be responsible for
any breach by the Company of any covenant or condition contained in this
Agreement or in any Warrant; nor shall it be responsible to make any
adjustments required under the provisions of Article V
hereof or responsible for the manner, method or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any
Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to
whether any Warrant Shares will, when issued, be valid and fully paid and
non-assessable.


 


Section 8.5                                      Acceptance of Agency. 
The Warrant Agent hereby accepts the agency established by this
Agreement and agrees to perform the same upon the terms and conditions herein
set forth and, among other things, shall account promptly to the Company with
respect to Warrants exercised and concurrently account for and pay to the
Company all moneys received by the Warrant Agent for the purchase of Warrant
Shares through the exercise of Warrants.


 


10














 


ARTICLE IX.


 


MISCELLANEOUS PROVISIONS


 


Section 9.1                                      Binding Effects; Benefits. 
This Agreement shall inure to the benefit of and shall be binding upon
the Company, the Warrant Agent and the Registered Holders and their respective
heirs, legal representatives, successors and assigns.  Nothing in this Agreement, expressed or
implied, is intended to or shall confer on any person other than the Company,
the Warrant Agent and the Registered Holders, or their respective heirs, legal
representatives, successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.


 


Section 9.2                                      Notices.  Any notice or
other communication required or which may be given hereunder shall be in
writing and shall be sent by certified or registered mail, by private national
courier service (return receipt requested, postage prepaid), by personal
delivery or by facsimile transmission. 
Such notice or communication shall be deemed given (a) if mailed,
two days after the date of mailing, (b) if sent by national courier
service, one Business Day after being sent, (c) if delivered personally,
when so delivered, or (d) if sent by facsimile transmission, on the
Business Day after such facsimile is transmitted, in each case as follows:


 


if to
the Warrant Agent, to:


 


Tropicana Las
Vegas Hotel and Casino, Inc.


3801 Las Vegas
Boulevard South


Las Vegas, NV
89109


Attention: Joanne
M. Beckett


Facsimile: (702)
739-2703


 


if to
the Company, to:


 


Tropicana Las
Vegas Hotel and Casino, Inc.


3801 Las Vegas
Boulevard South


Las Vegas, NV
89109


Attention: Joanne
M. Beckett


Facsimile: (702)
739-2703


 


if to
Registered Holders, at their addresses as they appear in the Warrant Register.


 


Section 9.3                                      Persons Having Rights under this
Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the Registered Holders, any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. 
All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the
parties hereto, their successors and assigns and the Registered Holders.


 


Section 9.4                                      Examination of this Agreement. 
A copy of this Agreement shall be available at all reasonable times at
the office of the Warrant Agent, for examination by the Registered Holder of any
Warrant.


 


11

















 


Section 9.5                                      Counterparts. 
This Agreement may be executed in any number of original or facsimile
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.


 


Section 9.6                                      Effect of Headings. 
The section headings herein are for convenience only and are not part of
this Agreement and shall not affect the interpretation hereof.


 


Section 9.7                                      Amendments.  The Company
and the Warrant Agent may from time to time supplement or amend this Agreement
or the Warrants (a) without the approval of any Registered Holders in
order to cure any ambiguity, manifest error or other mistake in this Agreement
or the Warrants, or to correct or supplement any provision contained herein or
in the Warrants that may be defective or inconsistent with any other provision
herein or in the Warrants, or to make any other provisions in regard to matters
or questions arising hereunder that the Company and the Warrant Agent may deem
necessary or desirable and that shall not materially adversely affect, alter or
change the interests of the Registered Holders, or (b) with the prior
written consent of Registered Holders of the Warrants exercisable for a
majority of the Warrant Shares then issuable upon exercise of the Warrants then
outstanding.  Notwithstanding anything to
the contrary herein, upon the delivery of a certificate from an Appropriate
Officer which states that the proposed supplement or amendment is in compliance
with the terms of this Section 9.7
and, provided such supplement or amendment does not change the Warrant Agent’s
rights, duties, liabilities or obligations hereunder, the Warrant Agent shall execute
such supplement or amendment.  Any
amendment, modification or waiver effected pursuant to and in accordance with
the provisions of this Section 9.7
will be binding upon all Registered Holders and upon each future Registered
Holder, the Company and the Warrant Agent. 
In the event of any amendment, modification or waiver, the Company will
give prompt notice thereof to all Registered Holders.


 


Section 9.8                                      No Inconsistent Agreements; No Impairment. 
The Company will not, on or after the date hereof, enter into any
agreement with respect to its securities which conflicts with the rights
granted to the Registered Holders in the Warrants or the provisions
hereof.  The Company represents and
warrants to the Registered Holders that the rights granted hereunder do not in
any way conflict with the rights granted to holders of the Company’s securities
under any other agreements.


 


Section 9.9                                      Integration/Entire Agreement. 
This Agreement, together with the Warrants, is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the Company, the
Warrant Agent and the Registered Holders in respect of the subject matter
contained herein.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein, with respect to the Warrants.  This Agreement and the Warrants supersede all
prior agreements and understandings between the parties with respect to such
subject matter.


 


Section 9.10                                Governing Law, Etc. 
This Agreement and each Warrant issued hereunder shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State.  Each party hereto consents and submits to the
jurisdiction of the courts of the State of New York and of the federal courts
of the Southern District of New York in connection with any action or
proceeding brought against it that arises out of or in connection with, that is
based upon, or that relates to this Agreement or the transactions contemplated
hereby.  In connection with any such
action or proceeding in any such court, each party hereto hereby waives
personal service of any summons, complaint or other process and hereby agrees
that service thereof may be made in accordance with the procedures for giving
notice set forth in Section 9.2
hereof.  Each party hereto hereby waives
any objection to jurisdiction or venue in any such court in any such action 


 


12

















 


or proceeding and
agrees not to assert any defense based on forum non conveniens
or lack of jurisdiction or venue in any such court in any such action or
proceeding.


 


Section 9.11                                Termination. 
This Agreement shall terminate on the Expiration Date.  Notwithstanding the foregoing, this Agreement
will terminate on any earlier date when all Warrants have been exercised.  The provisions of Section 8.4
and this Article IX shall survive
such termination and the resignation or removal of the Warrant Agent.


 


Section 9.12                                Waiver of Trial by Jury. 
Each party hereto hereby irrevocably and unconditionally waives the
right to a trial by jury in any action, suit, counterclaim or other proceeding
(whether based on contract, tort or otherwise) arising out of, connected with
or relating to this Agreement and the transactions contemplated hereby.


 


Section 9.13                                Severability. 
In the event that any one or more of the provisions contained herein or
in the Warrants, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provisions in every other respect and of the remaining provisions
contained herein and therein shall not be affected or impaired thereby.


 


Section 9.14                                Attorneys’ Fees. 
In any action or proceeding brought to enforce any provisions of this
Agreement or any Warrant, or where any provision hereof or thereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys’ fees and disbursements in addition to its costs and
expenses and any other available remedy.


 


Section 9.15                                Lost, Stolen, Mutilated or Destroyed
Warrants.  If the Warrants are lost, stolen, mutilated
or destroyed, the Company shall at no cost to the Registered Holder, on such
terms as to indemnity or otherwise as it may in its discretion impose (which
shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new warrant of like denomination and tenor as the Warrants so lost,
stolen, mutilated or destroyed.  Any such
new warrant shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrants
shall be at any time enforceable by anyone.


 


[Signature
Page Follows]


 


13

















 


IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year
first above written.


 


	
   

  	
  TROPICANA
  LAS VEGAS HOTEL AND CASINO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Yemenidjian

  
	
   

  	
  Name:

  	
  Alex Yemenidjian

  
	
   

  	
  Title:

  	
  President,
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  TROPICANA
  LAS VEGAS HOTEL AND CASINO, INC., AS WARRANT AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Yemenidjian

  
	
   

  	
  Name:

  	
  Alex Yemenidjian

  
	
   

  	
  Title:

  	
  President,
  Chief Executive Officer

  



 

















 


EXHIBIT A-1


 


FORM OF WARRANT STATEMENT


 

















 


EXHIBIT A-1


 


WARRANT STATEMENT


 


	
  Holder
  of Warrants

  	
   

  	
  Number of Warrants Held

  
	
   

  	
   

  	
   

  
	
  Tropicana Entertainment Inc.

  3930 Howard Hughes Parkway

  Fourth Floor

  Las Vegas, NV 89169

  	
   

  	
   

  



 

















 


EXHIBIT B-1


 


EXERCISE FORM FOR
REGISTERED HOLDERS


 


(To be executed upon exercise of Warrant)


 


The undersigned
hereby irrevocably elects to exercise the right, represented by the Warrants,
to purchase Warrant Shares and (check one):


 


o                                    herewith
tenders payment for                     
of the Warrant Shares to the order of Tropicana Las Vegas Hotel and
Casino, Inc., in the amount of $                    
in accordance with the terms of the Warrant Agreement and this Warrant; or


 


The undersigned
requests that a statement representing the Warrant Shares be delivered as
follows:


 


	
   

  	
  Name

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
  Delivery
  Address (if different)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  If
  said number of shares shall not be all the shares purchasable under the
  within Warrant Certificate, the undersigned requests that a new Warrant
  representing the balance of such Warrants shall be registered, with the
  appropriate Warrant Statement delivered as follows:

  
	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
  Delivery
  Address (if different)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  	
   

  
	
  Social
  Security or Other Taxpayer

  	
   

  	
   

  	
   

  
	
  Identification
  Number of Holder

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Note:
  If any Warrants Shares are be registered in a name other than that in which
  the Warrants are registered, the signature of the holder hereof must be
  guaranteed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNATURE
  GUARANTEED BY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 

















 


	
   

  	
  Signatures
  must be guaranteed by a participant in the Securities Transfer Agent
  Medallion Program, the Stock Exchanges Medallion Program or the New York
  Stock Exchange, Inc. Medallion Signature Program.

  
	
   

  	
   

  
	
   

  	
  Countersigned:
  Dated:                        
      , 20   

  
	
   

  	
   

  
	
   

  	
  Tropicana
  Las Vegas Hotel and Casino, Inc.,

  
	
   

  	
  as
  Warrant Agent

  



 


	
   

  	
   

  	
  Signature
  

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  



 


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