Exhibit 10.1


 


AGREEMENT AND PLAN OF MERGER


OF


GREENVILLE RIVERBOAT, LLC


a Mississippi limited liability company


INTO


LIGHTHOUSE POINT, LLC


a Mississippi limited liability company


 


This
Agreement and Plan of Merger (this “Agreement”)
is dated and entered into this the 10th day of September, 2010 by
and between Greenville Riverboat, LLC, a Mississippi limited liability company
(“Greenville”), and Lighthouse Point,
LLC, a Mississippi limited liability company (“Lighthouse”).


 


W I T N E S S E T H:


 


WHEREAS,
Greenville is a limited liability company duly organized and existing under the
laws of the State of Mississippi, having been organized on January 3rd, 1995;


 


WHEREAS,
Lighthouse is a limited liability company duly organized and existing under the
laws of the State of Mississippi, having been organized on November 24th, 2009;


 


WHEREAS,
New Tropicana OpCo, Inc., a Delaware corporation (“Tropicana”),
owns 80 Units of the total 100 Units (as that term is defined under that
certain Limited Liability Company Agreement of Greenville, dated January 20th,
1995, as amended) in Greenville (the “Tropicana Units”);


 


WHEREAS,
Rainbow Entertainment, Inc., a Mississippi corporation (“Rainbow”), owns 20 Units of the
total 100 Units in Greenville (the “Rainbow Units”);


 


WHEREAS,
Tropicana and Rainbow are collectively referred to herein as the “Members”;


 


WHEREAS,
Greenville deems it desirable and has approved, upon the terms and subject to
the conditions stated herein, that Greenville shall be merged with and into
Lighthouse and that Lighthouse be the surviving company (the “Merger”);


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreement and
provisions hereinafter contained, Greenville and Lighthouse hereby make, adopt
and approve this Agreement and prescribe the terms and conditions of the Merger
and the mode of carrying the same into effect, as follows:


 

















 


1.             Merger.  Greenville shall be merged with and into
Lighthouse on the Effective Date (as hereinafter defined).  Lighthouse shall be the surviving company and
shall be governed by the laws of the State of Mississippi.  The separate existence of Greenville shall
cease on the Effective Date, and thereupon Greenville and Lighthouse shall be a
single Mississippi limited liability company (herein the “Surviving
Company” whenever reference is made to it as of the Effective
Date or thereafter).


 


2.             Effective Date of the Merger.  Subject to the terms and conditions of this
Agreement, and upon satisfaction of all legal requirements, the Merger shall be
effective upon the date of receipt of all required approvals from the
Mississippi Gaming Commission relative hereto (“Effective
Date”).


 


3.             Effect of the Merger.  The Merger shall have the effect provided in Section 79-29-212
of the Mississippi Limited Liability Company Act (the “Act”).


 


4.             Certificate of Formation.  From and after the Effective Date, the
Certificate of Formation of Lighthouse, attached hereto as Exhibit A, as
in effect on the Effective Date shall continue to be the Certificate of
Formation of the Surviving Company, until the same shall be altered, amended or
repealed as provided therein, pursuant to the terms of a Limited Liability
Company Agreement of Lighthouse, attached hereto as Exhibit B, or the Act.


 


5.             Lighthouse Membership Interests.  On the Effective Date, each membership
interest of Lighthouse outstanding immediately prior to the Effective Date
shall be deemed cancelled and shall cease to exist.


 


6.             Units.  On the Effective Date, the Tropicana Units
outstanding immediately before the Effective Date shall, by virtue of the
Merger, be converted into membership interests in Lighthouse, with Tropicana
owning 100% of the membership interests in Lighthouse.  On the Effective Date, the Rainbow Units
outstanding immediately before the Effective Date shall, by virtue of the
Merger, be converted into $2,500,000.00 cash.


 


7.             Mississippi
Gaming Commission Approval. This Agreement is governed, to the
extent required by law, by the Mississippi Gaming Control Act and the Regulations of the Mississippi Gaming
Commission. Without limiting the generality of the foregoing, the parties
hereto agree that the merger contemplated herein requires certain prior
approvals of the Mississippi Gaming Commission, including, but not limited to,
the licensure of Lighthouse; thus, the effectiveness of the Merger is
conditioned upon the receipt of all necessary approvals.


 


8.             Amendment. At any time
prior to the Effective Date, Greenville and Lighthouse, by mutual consent of
their respective members, as the case may be, and to the extent permitted by
law, may amend, modify, and supplement this Agreement in such manner as may be
mutually agreed upon by them in writing; provided, however, that subsequent to
approval of the Agreement, the Agreement may not be amended to:  (a) change the amount or kind of shares
or other securities, interests, obligations, rights to acquire shares or other
securities, cash, or other property to be received by the Members upon
conversion of their interests under this Agreement; (b) change the
organizational documents of Lighthouse; or (c) change any of the other
terms or conditions of the Agreement if the change would adversely affect the
Members in any material respect.


 


2

















 


9.             Termination of Agreement.  At any time prior to the Effective Date, this
Agreement may be terminated or abandoned by the mutual written consent of the
members of Greenville and Lighthouse. 
Upon termination, this Agreement shall be void and of no further force
and effect, and there shall be no liability for such termination on the part of
any party hereto, or the members or partners of any of them.


 


10.           Binding Effect; Governing Law.  This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of each party hereto, and
shall be governed by and construed in accordance with the Act and the laws of
the State of Mississippi.


 


IN
WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and
authority duly given by resolutions adopted by their respective members and
partners, as the case may be, have caused this Agreement to be executed as of
the day and year first above written.


 


	
   

  	
  GREENVILLE RIVERBOAT, LLC,

  
	
   

  	
  a
  Mississippi limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:     New
  Tropicana OpCo, Inc., The Member holding a majority of the Units

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Marc Rubinstein

  
	
   

  	
  By:

  	
  Marc
  Rubinstein

  
	
   

  	
  Its:

  	
  Secretary
  and Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LIGHTHOUSE POINT, LLC,

  
	
   

  	
  a
  Mississippi limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New
  Tropicana OpCo, Inc., Its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Marc Rubinstein

  
	
   

  	
  By:

  	
  Marc
  Rubinstein

  
	
   

  	
  Its:

  	
  Secretary
  and Senior Vice President

  



 


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