IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 TROPICANA ENTERTAINMENT, LLC, et al., 1 Case No. 08-10856 (KJC Reorganized Debtors. Jointly Administered Hearing Date: October 22, 2010 at 10:30 a.m. (EDT Objection Deadline: October 8, 2010 at 4:00 p.m. (EDT MOTION OF REORGANIZED OPCO DEBTORS FOR ENTRY OF AN ORDER DETERMINING THAT CERTAIN CLAIMS WERE DISCHARGED AND ENJOINED BY THE OPCO PLAN The above-captioned reorganized debtors (collectively, the Reorganized OpCo Debtors, 2 hereby file this motion for entry of an order, substantially in the form attached hereto as Exhibit A (the Proposed Order, determining that any potential wrongful death and personal 1 The Reorganized OpCo Debtors in these Chapter 11 Cases, along with the last four digits of each Reorganized OpCo Debtor s federal tax identification number, are: Adamar Garage Corporation (1225; Argosy of Louisiana, Inc. (5121; Atlantic-Deauville Inc. (2629; Aztar Corporation (6534; Aztar Development Corporation (0834; Aztar Indiana Gaming Company, LLC (5060; Aztar Indiana Gaming Corporation (1802; Aztar Missouri Gaming Corporation (8819; Aztar Riverboat Holding Company, LLC (5055; Catfish Queen Partnership in Commendam (4791; Centroplex Centre Convention Hotel, L.L.C. (2613; Columbia Properties Laughlin, LLC (9651; Columbia Properties Tahoe, LLC (1611; Columbia Properties Vicksburg, LLC (0199; CP Baton Rouge Casino, L.L.C. (9608; CP Laughlin Realty, LLC (9621; Jazz Enterprises, Inc. (4771; JMBS Casino LLC (6282; Ramada New Jersey Holdings Corporation (4055; Ramada New Jersey, Inc. (5687; St. Louis Riverboat Entertainment, Inc. (3514; Tahoe Horizon, LLC (9418; Tropicana Entertainment Holdings, LLC (9131; Tropicana Entertainment Intermediate Holdings, LLC (9214; Tropicana Entertainment, LLC (9263; Tropicana Express, Inc. (0806; and Tropicana Finance Corp. (4040. The location of the OpCo Debtors corporate headquarters and the service address for all OpCo Debtors is: 3930 Howard Hughes Parkway, 4th Floor, Las Vegas, Nevada 89169. 2 As defined below, the Reorganized OpCo Debtors (previously the OpCo Debtors in these Chapter 11 Cases, along with the last four digits of each Reorganized OpCo Debtor s federal tax identification number, are: Adamar Garage Corporation (1225; Argosy of Louisiana, Inc. (5121; Atlantic-Deauville Inc. (2629; Aztar Corporation (6534; Aztar Development Corporation (0834; Aztar Indiana Gaming Company, LLC (5060; Aztar Indiana Gaming Corporation (1802; Aztar Missouri Gaming Corporation (8819; Aztar Riverboat Holding Company, LLC (5055; Catfish Queen Partnership in Commendam (4791; Centroplex Centre Convention Hotel, L.L.C. (2613; Columbia Properties Laughlin, LLC (9651; Columbia Properties Tahoe, LLC (1611; Columbia Properties Vicksburg, LLC (0199; CP Baton Rouge Casino, L.L.C. (9608; CP Laughlin Realty, LLC (9621; Jazz Enterprises, Inc. (4771; JMBS Casino LLC (6282; Ramada New Jersey Holdings Corporation (4055; Ramada New Jersey, Inc. (5687; St. Louis Riverboat Entertainment, Inc. (3514; Tahoe Horizon, LLC (9418; Tropicana Entertainment Holdings, LLC (9131; Tropicana Entertainment Intermediate Holdings, LLC (9214; Tropicana Entertainment, LLC (9263; Tropicana Express, Inc. (0806; and Tropicana Finance Corp. (4040. The location of the Reorganized OpCo Debtors corporate headquarters and the service address for all the Reorganized OpCo Debtors is: 3930 Howard Hughes Parkway, 4th Floor, Las Vegas, Nevada 89169.

injury claims asserted against Reorganized OpCo Debtor Columbia Properties Laughlin, LLC, d/b/a River Palms Hotel & Casino ( Columbia Properties Laughlin, by Briana Castilleja and Shirley Gallego (the Claimants in connection with the death of Larissa Castilleja were discharged and enjoined under the First Amended Plan of Reorganization of Tropicana Entertainment, LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Docket No. 2445] (as it may be supplemented, amended, and modified from time to time, the OpCo Plan. In support of this Motion, the Reorganized OpCo Debtors respectfully represent as follows. Jurisdiction 1. The Court has jurisdiction over the Motion pursuant to 28 U.S.C. 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b(2. 2. Venue is proper in this district pursuant to 28 U.S.C. 1408 3. The statutory bases for the relief requested herein are sections 105, 524, and 1141 of title 11 of the United States Code, 11 U.S.C. 101-1532 (the Bankruptcy Code. Background Regarding the Chapter 11 Cases 4. On May 5, 2008 (the Petition Date, Tropicana Entertainment Inc. s predecessor, Tropicana Entertainment, LLC, and 34 of its affiliates, including Columbia Properties Laughlin, filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court. The Bankruptcy Court ordered the joint administration of the resulting chapter 11 cases, for procedural purposes, under the caption In re Tropicana Entertainment, LLC et al., Case No. 08-10856 (KJC (collectively, the Chapter 11 Cases. 5. On November 4, 2009, the Bankruptcy Court entered an order confirming the OpCo Plan, filed on November 3, 2009, as satisfying the requirements of the Bankruptcy Code 2

and authorizing Tropicana Entertainment, LLC and 27 of its affiliates, including Columbia Properties Laughlin, to implement the OpCo Plan. Among other things, this order supplemented the Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Plan of Reorganization of Tropicana Entertainment, LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code entered on May 5, 2009 (the Confirmation Order and approved certain immaterial modifications to a prior version of the OpCo Plan, which had been approved pursuant to the Confirmation Order. The OpCo Plan became effective on March 8, 2010 (the Effective Date, and the OpCo Debtors, including Columbia Properties Laughlin, emerged from chapter 11 as reorganized businesses. The Claimants Demand 6. On September 9, 2009, Larissa Castilleja ( Castilleja was hit and killed by a van driven by Gino Gagliardi ( Gagliardi. Gagliardi worked at Columbia Properties Laughlin s casino as an independent contractor. On or about August 12, 2010, the Claimants made a demand (the Demand upon Columbia Properties Laughlin in the amount of $10,000,000.00 for settlement of potential claims for personal injuries and wrongful death arising out of the death of Castilleja. The Demand gave Columbia Properties Laughlin 45 days in which to evaluate the claims. 7. The Demand includes the following allegations against Gagliardi: a On September 9, 2009, Gagliardi, operating a 1983 GMC van, was driving home to his residence in Bullhead City, Arizona, from his place of employment the River Palms Resort & Casino located at 2700 South Casino Drive in Laughlin, Nevada b At approximately 4:00 a.m., Gagliardi was traveling southbound on Bullhead City Parkway in Bullhead City, Arizona. c Gagliardi was intoxicated after drinking alcoholic beverages at the River Palms Resort & Casino. 3

d Around the same time, Castilleja was riding her bicycle traveling southbound on Bullhead City Parkway. e Near the intersection of Bullhead City Parkway and North Oatman Road, Gagliardi struck Castilleja. f Gagliardi fled the scene of the accident and attempted to hide his vehicle in a residential area. g Gagliardi was taken into custody and charged with hit and run death, manslaughter, leaving the scene of an accident, and driving under the influence. h On April 5, 2010, Gagliardi pleaded guilty to manslaughter, driving under the influence of alcohol, and attempting to leave the scene of an accident involving death or injury. i On May 21, 2010, Gagliardi was sentenced to serve 13 years in prison for those charges. 8. The Demand thus alleges that Gagliardi is liable for the collision and resulting damages to Claimants. The Demand further alleges that Columbia Properties Laughlin is liable for the collision and resulting damages to Claimants on the bases that Gagliardi was an employee of Columbia Properties Laughlin on the day of the accident and that Gagliardi was served too much alcohol at Columbia Properties Laughlin s establishment on the day of the accident. Given these allegations against Columbia Properties Laughlin, Defendants seek to impose vicarious liability and dram shop liability against Columbia Properties Laughlin for the death of Castilleja. Relief Requested 9. By this Motion, the Reorganized OpCo Debtors respectfully request that the Court enter an order determining that the Claimants wrongful death and personal injury claims against the Reorganized OpCo Debtors, as asserted in the Demand, were discharged and enjoined under the OpCo Plan. 4

Basis for Relief 10. Section 105 of the Bankruptcy Code provides that [t]he court may issue any order, process, or judgment that is necessary or appropriate to carry out the Bankruptcy Code s provisions and gives the bankruptcy court the power and the jurisdiction to enforce its valid orders. In re Protarga, Inc., 329 B.R. 451, 479 (Bankr. D. Del. 2005 (internal quotations and citations omitted; 11 U.S.C. 105(a. Section 1141 of the Bankruptcy Code provides generally that a confirmed plan of reorganization binds the debtor and all creditors affected by its terms. In re Cont l Airlines, Inc., 236 B.R. 318, 327 n.11 (Bankr. D. Del. 1999 (citing 11 U.S.C. 1141, aff d, 279 F.3d 226 (3d Cir. 2002. 11. The OpCo Plan and Confirmation Order explicitly provide for the release and discharge of all Claims and Interests that arose before the Effective Date. Specifically, Article VIII.A of the OpCo Plan provides, in relevant part, that: Pursuant to section 1141(d of the Bankruptcy Code, and except as otherwise specifically provided in the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in full and complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever,... whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the OpCo Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date.... 12. In turn, Paragraph 127 of the Confirmation Order provides that [e]xcept as otherwise specifically provided in the Plan, the distributions, rights, and treatments that are provided in the Plan shall be in full and complete satisfaction, discharge, and release in accordance with Article VIII.A of the Plan. 5

13. Furthermore, pursuant to the terms of the OpCo Plan, the applicable provisions of the Bankruptcy Code, and the orders of the Bankruptcy Court, parties seeking to assert claims entitled to priority as administrative expenses i.e., claims that, among other requirements, arose from actions or events occurring after the Petition Date but prior to the Effective Date must timely file a request for payment of an administrative expense with the Bankruptcy Court. Specifically, Article IX.B of the OpCo Plan provides, in part, that: All requests for payment of an Administrative Claim must be Filed with the Claims and Solicitation Agent and served upon counsel to the OpCo Debtors or the Reorganized OpCo Debtors, as applicable, on or before the Administrative Claim Bar Date. Any request for payment of and Administrative Claim pursuant to Article II.B that is not timely Filed and served shall be disallowed automatically without the need for any objection by the OpCo Debtors or the Reorganized OpCo Debtors. 14. As required by the Confirmation Order, in accordance with Bankruptcy Rules 2002 and 3020(c, the OpCo Debtors served notice of confirmation which included a reference to the Administrative Claim Bar Date 3 to all entities having been served with the notice of the confirmation hearing. To supplement that notice, the OpCo Debtors published a substantially similar notice of confirmation in The Wall Street Journal on May 26, 2009. 15. Here, Claimants have not filed a request for payment of an Administrative Claim for Columbia Properties Laughlin s alleged liability for wrongful death or personal injury. Thus, Claimants alleged claims against Columbia Properties Laughlin for wrongful death and personal injury, which arose prior to the Effective Date, were automatically released and discharged. 16. Article VIII.F of the OpCo Plan also provides, in part, that: Except as otherwise expressly provided in the Plan or for obligations issued pursuant to the Plan, all Entities who have held, hold, or may hold Claims or Interests that have been discharged Order. 3 All capitalized terms not defined herein shall have the meaning ascribed to them in the Confirmation 6

pursuant to Article VIII.A... are permanently enjoined, from and after the Effective Date, from: (1 commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims or Interests; [or] (2 enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims or Interests.... (Emphasis added.. 17. In addition, Paragraph 128 of the Confirmation Order provides that the release, injunction, and exculpation provisions set forth in Article VIII of the Plan are essential provisions of the Plan and are hereby approved and authorized in their entirety. Accordingly, pursuant to the terms of the confirmed OpCo Plan and the Confirmation Order, Claimants are barred, stopped, and enjoined from asserting any wrongful death or personal injury claims arising from the death of Larissa Castilleja against the Reorganized OpCo Debtors. 18. The discharge injunction and the confirmation order are critical elements of the debtor s fresh start, and [i]t is essential that creditors respect these court orders and permit debtors to benefit from the rights and protections to which they are entitled. Cont l Airlines, 236 B.R. at 330. Where creditors ignore these court orders, the bankruptcy court may enforce their terms. Id.; see also In re Petrie Retail, Inc., 304 F.3d 223, 230 (2d Cir. 2002 ( A bankruptcy court retains post-confirmation jurisdiction to interpret and enforce its own orders, particularly when disputes arise over a bankruptcy plan of reorganization. ; In re Xonics, Inc., 813 F.2d 127, 130 (7th Cir. 1987 ( Doubtless courts may enforce their own orders.. Indeed, the OpCo Plan and the Confirmation Order both specifically reserve the Court s jurisdiction to hear and determine such issues. See OpCo Plan, Art. XII.7, 19, and 22; Confirmation Order 147. 19. Thus, the Reorganized OpCo Debtors respectfully request that the Court enter the Proposed Order. 7

Notice 20. Notice of the filing of this Motion and the hearing date for the Motion has been provided via overnight mail to: (a the U.S. Trustee; (b counsel to the Claimants; and (c any persons who have filed a request for notice in the Chapter 11 Cases pursuant to Local Rule 2002-1. In light of the nature of the relief requested herein, the Reorganized OpCo Debtors submit that no other or further notice is required. No Prior Request 21. No prior request for the relief sought in this Motion has been made to this or any other court. WHEREFORE, the Reorganized OpCo Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A: (a determining that Claimants and any other similarly situation parties wrongful death and personal injury claims in connection with the death of Castilleja were discharged and enjoined by the OpCo Plan and (b granting such other relief as the Court may deem proper. 8

Dated: September 24, 2010 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ Lee E. Kaufman Mark D. Collins (Bar No. 2981 Daniel J. DeFranceschi (Bar No. 2732 Paul N. Heath (Bar No. 3704 Lee E. Kaufman (Bar No. 4877 One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302 651-7700 Facsimile: (302 651-7701 - and - KIRKLAND & ELLIS LLP Marc Kieselstein, P.C. (admitted pro hac vice David R. Seligman, P.C. (admitted pro hac vice Marc J. Carmel (admitted pro hac vice Erik W. Chalut (admitted pro hac vice 200 East Randolph Drive Chicago, Illinois 60601-6636 Telephone: (312 861-2000 Facsimile: (312 861-2200 Co-Counsel for the Reorganized OpCo Debtors 9

Reorganized OpCo Debtors on or before October 8, 2010 at 4:00 p.m. (Eastern Daylight Time. PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Motion are received, the Motion and such responses or objections shall be considered at a hearing before The Honorable Kevin J. Carey at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5 th Floor, Courtroom 5, Wilmington, Delaware 19801 on October 22, 2010 at 10:30 a.m. (Eastern Daylight Time. PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. RLF1 3613141v. 1 2

Dated: September 24, 2010 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. _/s/ Lee E. Kaufman Mark D. Collins (Bar No. 2981 Daniel J. DeFranceschi (Bar No. 2732 Paul N. Heath (Bar No. 3704 Lee E. Kaufman (Bar No. 4877 One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302 651-7700 Facsimile: (302 651-7701 - and - KIRKLAND & ELLIS LLP Marc Kieselstein, P.C. (admitted pro hac vice David R. Seligman, P.C. (admitted pro hac vice Marc J. Carmel (admitted pro hac vice Erik W. Chalut (admitted pro hac vice 300 North LaSalle Chicago, Illinois 60654 Telephone: (312 862-2000 Facsimile: (312 862-2200 Co-Counsel for the Reorganized OpCo Debtors RLF1 3613141v. 1 3

Exhibit A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 TROPICANA ENTERTAINMENT, LLC, et al., Case No. 08-10856 (KJC Debtors. Jointly Administered Re: Docket No. [ ] ORDER DETERMINING THAT CERTAIN CLAIMS WERE DISCHARGED AND ENJOINED BY THE OPCO PLAN Upon the motion (the Motion 1 of the above-captioned reorganized debtors (the Reorganized OpCo Debtors 2 for entry of an order (this Order determining that the wrongful death and personal injury claims asserted against Reorganized OpCo Debtor Columbia Properties Laughlin, LLC, d/b/a River Palms Hotel & Casino ( Columbia Properties Laughlin, in connection with the death of Larissa Castilleja, by Briana Castilleja and Shirley Gallego (the Claimants were discharged and enjoined under the First Amended Plan of Reorganization of Tropicana Entertainment, LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Docket No. 2445] (as it may be supplemented, amended, and modified from Motion. 1 Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the 2 The Reorganized OpCo Debtors (previously the OpCo Debtors in these Chapter 11 Cases, along with the last four digits of each Reorganized OpCo Debtor s federal tax identification number, are: Adamar Garage Corporation (1225; Argosy of Louisiana, Inc. (5121; Atlantic-Deauville Inc. (2629; Aztar Corporation (6534; Aztar Development Corporation (0834; Aztar Indiana Gaming Company, LLC (5060; Aztar Indiana Gaming Corporation (1802; Aztar Missouri Gaming Corporation (8819; Aztar Riverboat Holding Company, LLC (5055; Catfish Queen Partnership in Commendam (4791; Centroplex Centre Convention Hotel, L.L.C. (2613; Columbia Properties Laughlin, LLC (9651; Columbia Properties Tahoe, LLC (1611; Columbia Properties Vicksburg, LLC (0199; CP Baton Rouge Casino, L.L.C. (9608; CP Laughlin Realty, LLC (9621; Jazz Enterprises, Inc. (4771; JMBS Casino LLC (6282; Ramada New Jersey Holdings Corporation (4055; Ramada New Jersey, Inc. (5687; St. Louis Riverboat Entertainment, Inc. (3514; Tahoe Horizon, LLC (9418; Tropicana Entertainment Holdings, LLC (9131; Tropicana Entertainment Intermediate Holdings, LLC (9214; Tropicana Entertainment, LLC (9263; Tropicana Express, Inc. (0806; and Tropicana Finance Corp. (4040. The location of the Reorganized OpCo Debtors corporate headquarters and the service address for all the Reorganized OpCo Debtors is: 3930 Howard Hughes Parkway, 4th Floor, Las Vegas, Nevada 89169.

time to time, the OpCo Plan ; and it appearing that the relief requested in the Motion is in the best interests of the Reorganized OpCo Debtors estates, their creditors, and other parties in interest; and it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b(2; and it appearing that venue of this proceeding is proper in this district pursuant to 28 U.S.C. 1408; and adequate notice of the Motion and opportunity for objection having been given under the circumstances; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted in its entirety. 2. All claims or causes of action that have been or may be asserted by the Claimants, or any other similarly situated party, arising from or in connection with the death of Larissa Castilleja against any of the Reorganized OpCo Debtors are subject to the terms of the OpCo Plan and are discharged pursuant to section 1141(d of the Bankruptcy Code, Article VIII.A of the OpCo Plan, and Paragraph 127 of the Confirmation Order. Furthermore, all parties are enjoined from pursuing such claims or causes of action against the Reorganized OpCo Debtors pursuant to Article VIII.F of the OpCo Plan and Paragraph 128 of the Confirmation Order. 3. The Reorganized OpCo Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order without further notice or order of the Court. 4. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 7062, or 9014, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 2

5. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a. 6. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated:, 2010 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 3