DEFM14C 1 a2235885zdefm14c.htm DEFM14C

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No.          )

Check the appropriate box:
o   Preliminary Information Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
ý   Definitive Information Statement
 

 
TROPICANA ENTERTAINMENT INC.

(Name of Registrant As Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):
o   No fee required
o   Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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TROPICANA ENTERTAINMENT INC.
8345 WEST SUNSET ROAD, SUITE 300
LAS VEGAS, NEVADA 89113

NOTICE OF ACTION BY WRITTEN CONSENT AND APPRAISAL RIGHTS
AND
INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

        This notice of action taken by written consent and appraisal rights and information statement is being furnished to the holders of common stock, par value $.01 per share (the "Common Stock"), of Tropicana Entertainment Inc. (the "Company" or "we" or "us"), in connection with the (i) Real Estate Purchase Agreement (the "Real Estate Purchase Agreement"), dated as of April 15, 2018, by and between the Company and GLP Capital, L.P., a Pennsylvania limited partnership ("GLP"), and (ii) Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 15, 2018, by and among Eldorado Resorts, Inc., a Nevada corporation ("Parent"), Delta Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), GLP and the Company. The Merger Agreement is attached as Annex A to the accompanying information statement and the Real Estate Purchase Agreement is attached as Exhibit A to the Merger Agreement.

        Subject to the terms of the Real Estate Purchase Agreement, the Company has agreed to sell the real property assets held by its subsidiaries, other than the real property assets located in Aruba and South Lake Tahoe, Nevada, to GLP (the "Real Estate Purchase") for a purchase price of $1.21 billion (the "Real Estate Purchase Price").

        Immediately following the Real Estate Purchase, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation in the merger (the "Merger"). Following the consummation of the Merger, the Company will be a wholly-owned subsidiary of Parent.

        In connection with the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, the Company has agreed to use its reasonable best efforts to cause the business, operations, assets and liabilities of the Company's operations and subsidiaries located in Aruba (the "Aruba Operations") to be distributed, transferred or disposed of by the Company prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement (the "Aruba Disposition"). In addition, prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, the Company will take all actions necessary to terminate its relationship with Insight Portfolio Group, LLC, an affiliate of the Company that provides consulting services and expertise in sourcing goods and services and insurance products to its members, which consist of Icahn portfolio companies (the "Insight Distribution").

        Upon completion of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than shares of Common Stock owned by holders who have exercised their appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive the per share Merger Consideration (as defined below). Subject to other adjustments not expected to be material, the per share Merger Consideration, which is payable in cash, is determined as follows:

    (a)
    $640 million, which reflects the consideration paid by Parent in respect of the Merger;

    (b)
    plus $1.21 billion, which reflects the Real Estate Purchase Price received by the Company;

    (c)
    plus the amount of net proceeds received by the Company in connection with the Aruba Disposition;

    (d)
    minus the Real Estate Purchase Tax Amount (as defined in the Merger Agreement);

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    (e)
    minus 50% of the Estimated State Income Tax Amount (as defined in the Merger Agreement), which Estimated State Income Tax Amount is limited to a maximum of $38 million;

    (f)
    minus the excess, if any, of the Estimated State Income Tax Amount over $38 million;

    (g)
    divided by 23,834,512, which reflects the aggregate number of shares of Common Stock that are issued and outstanding.

        Without taking into consideration any net proceeds associated with the Aruba Disposition which is reflected in clause (c) above, the Company has estimated that the aggregate merger consideration, as adjusted to take into account the amounts set forth in clauses (d), (e) and (f) above, will be approximately $1.77 billion (the "Merger Consideration").

        In connection with the Real Estate Purchase and the Merger, the Company, on behalf of itself and its subsidiaries, has also entered into a disaffiliation agreement with American Entertainment Properties Corp., a significant stockholder of the Company ("AEPC"), and Parent (the "Disaffiliation Agreement"), attached as Exhibit E to the Merger Agreement, pursuant to which the parties thereto agreed to address certain tax and other matters relating to the separation of the Company from AEPC and its affiliates and to address the existing rights and obligations between the Company and its subsidiaries, on the one hand, and AEPC and its affiliates, on the other, under the Tax Allocation Agreement entered into on September 16, 2017 (the "Tax Allocation Agreement").

        The Company is part of the AEPC affiliated group (as such term is defined in the Internal Revenue Code of 1986, as amended (the "Code")) and from September 16, 2017 through the closing date of the Merger, AEPC and its subsidiaries will file consolidated federal income tax returns with the Company and its subsidiaries. The Tax Allocation Agreement currently governs the relationship of the parties thereto with respect to tax preparation, tax payments and certain other matters. Pursuant to the terms of the Disaffiliation Agreement, as of the Effective Time, the Tax Allocation Agreement will terminate and the terms and conditions of the Disaffiliation Agreement will govern the relationship of the parties from and after the Effective Time with respect to the matters set forth therein.

        The Real Estate Purchase will be a taxable transaction that is expected to generate a material amount of taxable income for the Company that will be included on the consolidated federal income tax return with respect to which AEPC is the common parent. Pursuant to Section 5(c) of the Disaffiliation Agreement, AEPC will be entitled to receive a tax sharing payment from the Company in an amount equal to the estimated federal income taxes that the Company would pay on a stand-alone basis in respect of the income expected to result from or be attributable to the Real Estate Purchase pursuant to the terms of the Real Estate Purchase Agreement. This payment will be estimated based on the methodology set forth in the Disaffiliation Agreement. The amount of such payment is the Real Estate Purchase Tax Amount (as defined in the Merger Agreement) and will reduce the Merger Consideration. This payment to be made under the Disaffiliation Agreement would have, but for the execution of the Disaffiliation Agreement, been made under the Tax Allocation Agreement.

        Parent and GLP, on the one hand, and AEPC, Icahn Enterprises Holdings, L.P. ("Icahn Enterprises Holdings"), Icahn Enterprises G.P., Inc. ("Icahn Enterprises G.P."), Beckton Corp. ("Beckton") and Carl C. Icahn ("Icahn", and collectively with AEPC, Icahn Enterprises Holdings, Icahn Enterprises G.P. and Beckton, the "Stockholder Parties"), on the other hand, have all entered into a voting and support agreement (the "Voting Agreement"), attached as Exhibit B to the Merger Agreement. Subject to the terms and conditions set forth in the Voting Agreement, the Stockholder Parties have agreed, among other things, to vote the shares of Common Stock over which they have voting power in favor of the adoption of the Real Estate Purchase Agreement, the Merger Agreement, the sale of substantially all of the assets of the Company pursuant to the terms of the Real Estate Purchase Agreement and the Merger Agreement, the Real Estate Purchase, the Merger and the other transactions contemplated in connection therewith, and, as further provided by the Voting Agreement, AEPC delivered its written consent approving such transactions (the "Written Consent") to Parent and GLP on Tuesday, May 15, 2018 (the "Stockholder Consent Delivery Date").


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        The Voting Agreement also contains certain restrictions on the transfer of shares of Common Stock by the Stockholder Parties and includes a waiver of appraisal rights by the Stockholder Parties. The Voting Agreement will terminate upon the earlier of the Effective Time, the termination of the Real Estate Purchase Agreement or the Merger Agreement, or the mutual written consent of the parties to the Voting Agreement.

        The Company's Board of Directors (the "Board of Directors") carefully reviewed and considered the terms and conditions of the Merger Agreement and the Real Estate Purchase Agreement and the transactions contemplated thereby, including the Real Estate Purchase, which, together with the Aruba Disposition and the Insight Distribution contemplated by the Merger Agreement, may be deemed to constitute a sale of substantially all of the assets of the Company (the "Asset Sale"), which would require approval of the Board of Directors and the Company's stockholders under Delaware law. The Board of Directors unanimously (i) approved and declared advisable the Merger Agreement and the Real Estate Purchase Agreement, and the transactions contemplated thereby, including the Merger and the Real Estate Purchase, (ii) determined that the terms of the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Asset Sale, are fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Merger Agreement and the Real Estate Purchase Agreement be submitted to the stockholders of the Company and (iv) recommended that the stockholders of the Company adopt and approve the Merger Agreement, the Merger, the Real Estate Purchase Agreement and the Asset Sale.

        The Board of Directors maintains a special committee consisting of independent Board members (and members of our Audit Committee) Daniel A. Cassella and Daniel H. Scott (the "Special Committee") to review, evaluate and make determinations involving any potential related party transaction(s) between Icahn Enterprises Holdings (which is the indirect parent of AEPC) and the Company. The Special Committee unanimously approved the Disaffiliation Agreement.

        The adoption of the Real Estate Purchase Agreement and the Merger Agreement and the approval of the Merger, the Asset Sale and the other transactions contemplated in connection therewith by the Company's stockholders required the affirmative vote or written consent by holders of a majority of shares of Common Stock entitled to vote thereon. On May 15, 2018, AEPC, which on such date was the record holder of 19,984,418 shares of Common Stock, representing approximately 83.9% of the outstanding shares of Common Stock, delivered the Written Consent. As a result, no further action by any stockholder of the Company is required under applicable law, the Real Estate Purchase Agreement, or the Merger Agreement (or otherwise) to adopt the Real Estate Purchase Agreement and the Merger Agreement, and the Company will not be soliciting your vote for or consent to the adoption of the Real Estate Purchase Agreement and the Merger Agreement and the approval of the Merger and the Asset Sale and will not call a stockholders' meeting for purposes of voting on the adoption of the Real Estate Purchase Agreement and the Merger Agreement and the approval of the Merger and the Asset Sale. This notice and the accompanying information statement shall constitute notice to you from the Company of the Written Consent as required by Section 228(e) of the General Corporation Law of the State of Delaware (the "DGCL").

        Under Section 262 of the DGCL, if the Merger, which is contingent on the completion of the Real Estate Purchase, is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Common Stock, other than AEPC, will have the right to seek an appraisal for, and be paid the "fair value" in cash of, their shares of Common Stock (as determined by the Delaware Court of Chancery) instead of receiving a portion of the Merger Consideration for their shares of Common Stock. To exercise your appraisal rights, you must submit a written demand for an appraisal no later than twenty (20) days after the mailing of the accompanying information statement, or July 19, 2018, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. This summary and the description of Section 262 contained in the information statement are not a complete description of the requirements of Section 262, and if you wish to exercise your appraisal rights, you should refer to the statute. A copy of Section 262 of the DGCL is attached to the accompanying information statement as Annex C. This notice and the accompanying information statement shall constitute notice to you from


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the Company of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

        We urge you to read the entire information statement carefully. Please do not send in your Common Stock certificates at this time. If the Merger is completed, you will receive instructions regarding the surrender of your Common Stock certificates and payment for your shares of Common Stock.

BY ORDER OF THE BOARD OF DIRECTORS,

    Anthony P. Rodio
President and Chief Executive Officer

        Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities regulatory agency has approved or disapproved the Real Estate Purchase or the Merger, passed upon the fairness of the Real Estate Purchase or the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

        The accompanying information statement is dated June 25, 2018 and is first being mailed to stockholders on or about June 29, 2018.


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NOTICE OF ACTION BY WRITTEN CONSENT AND APPRAISAL RIGHTS

   

SUMMARY

  1

The Parties

  1

The Real Estate Purchase and the Merger

  2

Merger Consideration

  2

Board Approval and Recommendation

  3

Reasons for the Real Estate Purchase and the Merger

  4

Required Stockholder Approval; Record Date

  4

Opinion of Jefferies LLC

  5

Financing of the Transaction

  5

Merger Agreement; Real Estate Purchase Agreement

  6

Procedures for Receiving the Merger Consideration

  7

Interest of Certain Persons in Matters to Be Acted Upon

  7

U.S. Federal Income Tax Consequences of the Merger

  8

Regulatory and Other Governmental Approvals

  8

Appraisal Rights

  8

Aruba Disposition; Aruba Purchase Agreement

  9

Market Price of Our Stock

  9

QUESTIONS AND ANSWERS ABOUT THE REAL ESTATE PURCHASE AND THE MERGER

  10

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

  16

THE PARTIES

  18

The Company

  18

AEPC and the other Stockholder Parties. 

  18

Parent

  19

Merger Sub

  19

GLP

  19

THE REAL ESTATE PURCHASE AND THE MERGER

  20

Background of the Real Estate Purchase and the Merger

  20

Structure of the Real Estate Purchase and the Merger

  27

Reasons for the Real Estate Purchase and the Merger

  27

Certain Financial Projections

  31

Board Approval and Recommendation

  32

Required Stockholder Approval; Record Date

  33

Treatment of Company Stock Awards

  34

Financing of the Transaction

  34

Opinion of Jefferies LLC

  35

Interest of Certain Persons in Matters to Be Acted Upon

  42

Insight Portfolio Group LLC

  43

Directors' and Officers' Indemnification and Insurance

  43

Disaffiliation Agreement

  43

Arrangements in Connection with a Change in Control

  44

Change in Control and Severance Plan

  44

Performance Incentive Plan

  47

2018 MIP and 2018 LTIP Cycle

  47

2019 LTIP Cycle and 2020 LTIP Cycle

  47

Golden Parachute Compensation

  48

Material U.S. Federal Income Tax Consequences

  50

Regulatory and Other Governmental Approvals

  53

Antitrust/HSR

  53

Gaming Laws

  54

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Effect on Trading Market; Delisting and Deregistration of Common Stock

  54

Aruba Disposition; Aruba Purchase Agreement

  54

THE REAL ESTATE PURCHASE

  56

East

  56

Tropicana AC

  56

Central

  57

Tropicana Evansville

  57

Lumière Place Casino

  58

West

  58

Tropicana Laughlin

  58

MontBleu

  58

South

  59

Trop Greenville

  59

Belle of Baton Rouge

  59

Tropicana Aruba

  59

MERGER AGREEMENT; REAL ESTATE PURCHASE AGREEMENT

  60

The Real Estate Purchase and the Merger

  60

Aruba Operations

  61

Directors and Officers; Certificate Of Incorporation; Bylaws

  61

Stockholders Seeking Appraisal

  62

Procedures for Receiving Merger Consideration

  62

Representations and Warranties

  63

Conduct of Business by the Company Prior to Consummation of the Merger

  65

Stockholder Action By Written Consent

  68

Conditions to the Merger

  68

Non-Solicitation; Window Shop Period

  69

Termination of the Merger Agreement

  69

Employee Matters

  70

Amendment, Extension, and Waiver

  71

Insight Portfolio Group

  71

Governing Law

  71

DISAFFILIATION AGREEMENT

  72

VOTING AGREEMENT

  75

MARKET PRICE OF OUR STOCK

  77

APPRAISAL RIGHTS

  78

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  83

WHERE YOU CAN FIND MORE INFORMATION

  85

ANNEX A — MERGER AGREEMENT

  A-1

ANNEX B — OPINION OF JEFFERIES LLC

  B-1

ANNEX C — GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

  C-1

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SUMMARY

        This summary highlights selected information from this information statement and may not contain all of the information that is important to you. To fully understand the Real Estate Purchase and the Merger and other transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, as well as the transactions contemplated by the Disaffiliation Agreement and the Voting Agreement, and for a more complete description of the legal terms of each of the foregoing, you should carefully read this entire information statement, the annexes attached to this information statement and the documents referred to or incorporated by reference in this information statement. We have included page references in parentheses to direct you to the appropriate place in this information statement for a more complete description of the topics presented in this summary. In this information statement, the terms "Tropicana," "Company," "we," "us" and "our" refer to Tropicana Entertainment Inc. All references in this information statement to terms defined in the notice to which this information statement is attached have the meanings provided in that notice. This information statement is dated June 25, 2018 and is first being mailed to our stockholders on or about June 29, 2018.

The Parties (page 18)

        The Company.    The Company is the owner and operator of regional casino and entertainment properties located in the United States and one hotel, timeshare and casino resort property located on the island of Aruba. Our United States properties include two casinos in Nevada and one casino in each of Indiana, Louisiana, Mississippi, Missouri and New Jersey. As of December 31, 2017, Tropicana properties collectively included approximately 399,200 square feet of gaming space, 5,793 hotel rooms, 8,028 slot positions and 271 table games. Our properties offer a broad array of gaming options specifically tailored for our patrons in each market. We primarily cater to local and regional guests to provide a fun and exciting gaming environment with high quality and high value lodging, dining, retail and entertainment amenities. The Company's principal executive offices are located at 8345 W. Sunset Road, Suite 300, Las Vegas, Nevada 89113 and its telephone number is (702) 589-3900. The Company's website is www.tropicanacasinos.com. Additional information about the Company is included in the documents incorporated by reference into this information statement and our filings with the SEC, copies of which may be obtained without charge by following the instructions in "Where You Can Find More Information" beginning on page 85.

        The Company's shares of Common Stock are quoted on the OTCQB Market under the symbol "TPCA".

        AEPC and the other Stockholder Parties.    AEPC is an indirect wholly owned subsidiary of Icahn Enterprises L.P. ("IEP"). IEP owns a 99% limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises G.P. owns a 1% general partner interest in each of IEP and Icahn Enterprises Holdings. Icahn, a United States citizen, is the sole shareholder of Beckton, which is the sole stockholder of Icahn Enterprises G.P. Icahn is the chairman of the Company's Board of Directors and is also the chairman of the board of directors of Icahn Enterprises G.P., the general partner of IEP. IEP is a diversified holding company engaged in ten primary business segments: Investment, Automotive, Energy, Railcar, Gaming, Metals, Mining, Food Packaging, Real Estate and Home Fashion. The principal place of business of AEPC and IEP is located at 767 Fifth Avenue, 47th Floor, New York, New York 10153-0023. The principal place of business of Icahn Enterprises Holdings, Icahn Enterprises G.P., and Beckton is 445 Hamilton Avenue, Suite 1210, White Plains, New York 10601. The principal place of business of Icahn is located at c/o Icahn Associates Corp., 767 Fifth Avenue, Suite 4700, New York, New York 10153. The telephone number for AEPC, IEP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Icahn is (212) 702-4300. IEP's website is http://www.ielp.com.

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        Parent.    Parent is a geographically diversified gaming and hospitality company, which owns and operates 20 gaming facilities in 10 states, including Ohio, Louisiana, Nevada, Pennsylvania, West Virginia, Colorado, Florida, Iowa, Mississippi, and Missouri. In aggregate, Parent's properties feature approximately 21,000 slot machines and VLTs and 600 table games, and over 7,000 hotel rooms. Parent's principal executive offices are located at 100 West Liberty Street, Suite 1150, Reno, NV 89501 and its telephone number is (775) 328-0100. Parent's website is www.eldoradoresorts.com.

        Merger Sub.    Merger Sub was formed by Parent solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Merger Sub's principal executive offices are located at c/o Eldorado Resorts, Inc., 100 West Liberty Street, Suite 1150, Reno, NV 89501 and its telephone number is (775) 328-0100.

        GLP.    GLP is a wholly-owned subsidiary of Gaming and Leisure Properties, Inc., a Pennsylvania corporation ("GLPI"), through which GLPI holds substantially all of its real estate assets. GLPI is a self-administered and self-managed Pennsylvania real estate investment trust, and its primary business consists of acquiring, financing, and owning real estate properties to be leased to gaming operators in triple-net lease arrangements. GLPI's portfolio currently consists of 38 gaming and related facilities, which are geographically diversified across 14 states. Its tenants include Penn National Gaming, Inc., Casino Queen, and Pinnacle Entertainment, Inc. GLPI also owns and operates the assets and liabilities of Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. through an indirect wholly-owned subsidiary, GLP Holdings, Inc. GLP's principal executive offices are located at c/o GLPI, 845 Berkshire Blvd, Suite 200, Wyomissing, Pennsylvania 19610 and its telephone number is (610) 401-2900. GLPI's website is http://www.glpropinc.com.

The Real Estate Purchase and the Merger (page 20)

        On April 15, 2018, the Company entered into (i) the Real Estate Purchase Agreement with GLP, and (ii) the Merger Agreement with Parent, Merger Sub, and GLP, pursuant to which the Company has agreed to sell certain of its real property assets to GLP and its gaming and hotel operations to Parent for an aggregate consideration of approximately $1.85 billion in cash, which amount is subject to adjustment, including for certain tax sharing payments payable by the Company under the Disaffiliation Agreement.

        Subject to the terms of the Real Estate Purchase Agreement, the Company has agreed to sell the real property assets held by its subsidiaries, other than the real property assets located in Aruba and South Lake Tahoe, Nevada, to GLP for a purchase price of $1.21 billion. In connection with the Real Estate Purchase, GLP will assume the liabilities related to the real property assets that it is acquiring from the Company.

        Immediately following the Real Estate Purchase, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation in the Merger. Following the consummation of the Merger, the Company will be a wholly-owned subsidiary of Parent.

Merger Consideration (page 60)

        On April 15, 2018, the Company entered into (i) the Real Estate Purchase Agreement with GLP, and (ii) the Merger Agreement with Parent, Merger Sub, and GLP, pursuant to which, as more fully described below, the Company has agreed to sell certain of its real property assets to GLP and its gaming and hotel operations to Parent for an aggregate consideration of approximately $1.85 billion in cash, which amount is subject to adjustment, including for certain tax sharing payments payable by the Company under the Disaffiliation Agreement.

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        Subject to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by holders who have exercised their appraisal rights under Delaware law) will be cancelled and converted into the right to receive the per share Merger Consideration. Subject to other adjustments not expected to be material, the per share Merger Consideration, which is payable in cash, is determined as follows:

    (a)
    $640 million, which reflects the consideration paid by Parent in respect of the Merger;

    (b)
    plus $1.21 billion, which reflects the Real Estate Purchase Price received by the Company;

    (c)
    plus the amount of net proceeds received by the Company in connection with the Aruba Disposition;

    (d)
    minus the Real Estate Purchase Tax Amount;

    (e)
    minus 50% of the Estimated State Income Tax Amount, which Estimated State Income Tax Amount is limited to a maximum of $38 million;

    (f)
    minus the excess, if any, of the Estimated State Income Tax Amount over $38 million;

    (g)
    divided by 23,834,512, which reflects the aggregate number of shares of Common Stock that are issued and outstanding.

        Without taking into consideration any net proceeds associated with the Aruba Disposition which is reflected in clause (c) above, the Company has estimated that the Merger Consideration, as adjusted to take into account the amounts set forth in clauses (d), (e) and (f) above, will be approximately $1.77 billion, or approximately $74.18 per share of Common Stock. For the purposes of this information statement, "Merger Consideration" refers to the actual amount that will be payable to the holders of the Common Stock pursuant to the terms of the Merger Agreement, and the "Aggregate Consideration" refers to $1.768 billion, which reflects the Company's estimate of the merger consideration, as adjusted and calculated in accordance with the terms of the Merger Agreement, at the time at which the Merger Agreement was signed.

        There are no outstanding options or other rights to acquire from the Company, and no obligation of the Company to issue, any shares of Common Stock or other voting securities of the Company. Accordingly, there will be no vesting or conversion of stock or stock-based awards issued by the Company as a result of the Merger.

        We encourage you to read the Merger Agreement, which is attached as Annex A to this information statement, as it is the legal document that governs the Merger and the other transactions contemplated thereby.

Board Approval and Recommendation (page 32)

        The Board of Directors carefully reviewed and considered the terms and conditions of the Merger Agreement and the Real Estate Purchase Agreement and the transactions contemplated thereby, including the Real Estate Purchase, which, together with the Aruba Disposition and the Insight Distribution contemplated by the Merger Agreement, may be deemed to constitute a sale of substantially all of the assets of the Company (the "Asset Sale"), which would require approval of the Board of Directors and the Company's stockholders under Delaware law. The Board of Directors unanimously (i) approved and declared advisable the Merger Agreement and the Real Estate Purchase Agreement, and the transactions contemplated thereby, including the Merger and the Real Estate Purchase, (ii) determined that the terms of the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Asset Sale, are fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Merger Agreement and the Real Estate Purchase Agreement be submitted to the stockholders of the Company and (iv) recommended that the

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stockholders of the Company adopt and approve the Merger Agreement, the Merger, the Real Estate Purchase Agreement and the Asset Sale.

Reasons for the Real Estate Purchase and the Merger (page 27)

        After consideration of various factors as discussed in "The Real Estate Purchase and the Merger—Reasons for the Real Estate Purchase and the Merger" beginning on page 27, the Board of Directors unanimously (i) approved and declared advisable the Merger Agreement and the Real Estate Purchase Agreement, and the transactions contemplated thereby, including the Merger and the Real Estate Purchase, (ii) determined that the terms of the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Asset Sale, are fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Merger Agreement and the Real Estate Purchase Agreement be submitted to the stockholders of the Company and (iv) recommended that the stockholders of the Company adopt and approve the Merger Agreement, the Merger, the Real Estate Purchase Agreement and the Asset Sale.

Required Stockholder Approval; Record Date (page 33)

        The adoption of the Merger Agreement and the Real Estate Purchase Agreement and the approval of the Merger and the Asset Sale by our stockholders required the affirmative vote or written consent of the stockholders holding a majority of the voting power of the outstanding shares of Common Stock. On May 15, 2018, at the expiration of the Window Shop Period (as defined below under "—Merger Agreement; Real Estate Purchase Agreement"), AEPC, which is the record owner as of such date of shares of Common Stock representing approximately 83.9% of the total number of shares of Common Stock outstanding and entitled to vote, delivered the Written Consent adopting and approving the Merger Agreement, the Merger, the Real Estate Purchase Agreement, the Asset Sale and all of the other transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement. The Written Consent effected the adoption and approval of the Merger Agreement, the Real Estate Purchase Agreement, the Merger and the Asset Sale by the holders of the requisite number of shares of Common Stock of the Company in accordance with Sections 251 and 271 of the DGCL.

        As a result of the execution and delivery of the Written Consent, no further action by any stockholder of the Company is required to adopt and approve, and the Company is not soliciting your vote or consent to the adoption and approval of, the Merger Agreement, the Merger, the Real Estate Purchase Agreement and the Asset Sale. The Company will not call a meeting of stockholders for purposes of voting on these matters.

        This information statement shall constitute notice to you from the Company of stockholder action by less than unanimous written consent as required by Section 228(e) of the DGCL. As of May 15, 2018, the date on which the Written Consent was delivered to the Company by AEPC, which is the relevant date for the purposes of Section 228(e) of the DGCL, there were 23,834,512 shares of the Company's Common Stock outstanding and entitled to vote.

        Under Section 262 of the DGCL, holders of shares of the Company's Common Stock who are entitled to appraisal rights must be provided a notice of appraisal rights. The record date for purposes of determining the stockholders entitled to receive the notice of appraisal rights is June 22, 2018. As of June 22, 2018, there were 23,834,512 shares of the Company's Common Stock outstanding.

        Stockholders who wish to exercise appraisal rights must make a written demand for appraisal on or prior to July 19, 2018, which is the date that is twenty (20) days following the mailing of this information statement, and otherwise comply precisely with the procedures set forth in Section 262 of the DGCL for perfecting appraisal rights. For a summary of these procedures, see "Appraisal Rights" beginning on page 78. A copy of Section 262 of the DGCL is attached to this information statement as

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Annex C. If you hold your shares of Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm, trust or other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee.

        Because this information statement constitutes both notice to stockholders of the action by written consent and notice to stockholders of the availability of appraisal rights, this information statement will be sent to record holders of the Company's Common Stock as of both May 15, 2018 and as of June 22, 2018.

Opinion of Jefferies LLC (page 35 and Annex B)

        The Company entered into an engagement letter with Jefferies LLC ("Jefferies") to render an opinion as to the fairness, from a financial point of view, to the holders of the Common Stock, other than the Excluded Holders (as defined below), of the consideration to be paid in a possible sale, disposition or other business transaction or series of transactions involving all or a material portion of its equity or assets of one or more entities comprising the Company, including in connection with the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Real Estate Purchase, where "Excluded Holders" means the Company's significant stockholder, AEPC, and the entities that have a beneficial ownership interest in the shares of Common Stock held by AEPC. Pursuant to the Merger Agreement, the outstanding shares of Common Stock will be converted into the right to receive cash consideration in an aggregate amount that will be determined according to a formula set forth in the Merger Agreement, which we refer to as the "Aggregate Consideration," that is based upon the base purchase price of $1.85 billion and is subject to certain adjustments to be determined prior to the closing of the Merger. For purposes of Jefferies' analysis and opinion, the Company directed Jefferies to assume that the Aggregate Consideration, as adjusted and calculated in accordance with the Merger Agreement, would be an amount equal to $1.768 billion in cash.

        At the meeting of the Board of Directors on April 13, 2018, Jefferies rendered its opinion to the Board of Directors to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its opinion, the Aggregate Consideration to be received by the holders of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, other than the Excluded Holders. The Company encourages you to read carefully and in its entirety the full text of Jefferies' written opinion attached as Annex B to this information statement, which is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Jefferies, as of the date of such opinion.

        For a description of the opinion that the Board of Directors received from Jefferies, see "The Real Estate Purchase and the Merger—Opinion of Jefferies LLC" beginning on page 35.

Financing of the Transaction (page 34)

        On April 15, 2018, in connection with the execution of the Real Estate Purchase Agreement and the Merger Agreement, Parent entered into a commitment letter (the "Commitment Letter") with JPMorgan Chase Bank, N.A., as lender (the "Lender"), pursuant to which Lender has agreed to provide, subject to the terms and conditions of the Commitment Letter, an unsecured bridge loan (the "Bridge Facility") in an amount up to $600 million for the purpose of providing a portion of the funds necessary to (i) pay the consideration to be paid by Parent pursuant to the terms of the Merger Agreement, (ii) pay the related fees and expenses and (iii) discharge outstanding indebtedness under the Company's existing credit facility. The financing to be provided by Lender under the Commitment

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Letter is contingent on the satisfaction of certain customary conditions. The transactions contemplated by the Real Estate Purchase Agreement and Merger Agreement are not conditioned upon GLP or Parent obtaining financing.

Merger Agreement; Real Estate Purchase Agreement (page 60 and Annex A)

Conditions to the Merger (page 68)

        The closing of the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement are subject to customary conditions, including, among other things:

    receiving the required approval of the Company's stockholders through the Written Consent of AEPC (which condition has been satisfied);

    twenty days having elapsed since the mailing to the Company's stockholders of a definitive information statement with respect to the adoption of the Merger Agreement and the Real Estate Purchase Agreement by AEPC pursuant to the Written Consent;

    the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") (which waiting period has expired);

    the receipt of the gaming approvals; and

    the Company having distributed, transferred or disposed of the Aruba Operations.

        The transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement are not conditioned upon GLP or Parent obtaining financing.

Non-Solicitation; Window Shop Period (page 69)

        During the period from April 15, 2018 and ending on May 15, 2018 (the "Window Shop Period"), if the Company received a bona fide written Acquisition Proposal (as defined in the Merger Agreement) from a third-party and the Company's Board of Directors (or a committee thereof) determined in good faith, based on information then available and after consultation with legal counsel, that such Acquisition Proposal may have resulted in a Superior Proposal, then the Company had the right to, among other things, furnish non-public information to such third party and participate in discussions or negotiations with any third party making such Acquisition Proposal regarding the Acquisition Proposal (the "Window Shop Activities"). No Acquisition Proposals were received by the Company during the Window Shop Period and the Written Consent was delivered by AEPC to Parent and GLP on May 15, 2018, the Stockholder Consent Delivery Date. As a result, from and after the Stockholder Consent Delivery Date, the Company is prohibited from engaging in such Window Shop Activities.

Termination of the Merger Agreement (page 69)

        The Merger Agreement may be terminated by the mutual consent of Parent and GLP, on the one hand, and the Company, on the other. In addition, each of Parent and GLP, on the one hand, and the Company, on the other hand, may terminate the Merger Agreement if: (i) any governmental order restraining or prohibiting the Merger becomes final and non-appealable or any law is in effect that prevents or makes illegal the consummation of the Merger (the "Governmental Order Condition"); (ii) the Merger is not consummated by January 15, 2019, which date may be extended in certain circumstances to allow sufficient time to receive certain regulatory approvals or, at the election of Parent and GLP, to allow the Company additional time to complete the Aruba Disposition (the "Outside Date"); and (iii) the other party breaches any of its representations, warranties, covenants or agreements in the Merger Agreement, the Real Estate Purchase Agreement or the Disaffiliation

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Agreement (as applicable), in each case, in a manner that would prevent the conditions to the Real Estate Purchase Agreement and the Merger from being satisfied prior to the Outside Date or such breach is capable of being cured and has not been cured within thirty days after notice of such breach (a "Specified Breach").

        Prior to the delivery of the Written Consent on the Stockholder Consent Delivery Date, the Merger Agreement could have been terminated (i) by Parent and GLP if the Written Consent was not delivered on or prior to the Stockholder Consent Delivery Date or (ii) by the Company as a result of a Change of Board Recommendation (as defined in the Merger Agreement), in which case, the Company would have been required to pay Parent and GLP a termination fee in an aggregate amount of $92.5 million. As the Written Consent was delivered on the Stockholder Consent Delivery Date, the parties are no longer able to terminate the Merger Agreement under these specific provisions.

        If the Merger Agreement is terminated by (i) the Company due to a Specified Breach by Parent or GLP or (ii) Parent and GLP, on the one hand, or the Company, on the other hand, as a result of (x) the Governmental Order Condition relating to required approvals under the HSR Act or any gaming approval or (y) the Merger not being consummated, in either case, by the Outside Date, after giving effect to any extensions thereto, as a result of the failure of the conditions relating to obtaining approvals under the HSR Act or gaming approvals, then Parent and GLP shall pay the Company a reverse termination fee in an aggregate amount of $92.5 million. The parties will also be entitled to seek all remedies available at law or in equity against the other, including specific performance.

Aruba Operations (page 61)

        In connection with the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, the Company has agreed to use its reasonable best efforts to cause the Aruba Operations to be distributed, transferred or disposed of by the Company prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement (the "Aruba Disposition").

Insight Portfolio Group (page 71)

        In addition, prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, the Company will take all actions necessary to terminate its relationship with Insight Portfolio Group, LLC, an affiliate of the Company that provides consulting services and expertise in sourcing goods and services and insurance products to its members, which consist of Icahn portfolio companies (the "Insight Distribution").

Procedures for Receiving the Merger Consideration (page 62)

        As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), the surviving corporation will cause a paying agent to mail to each holder of record of certificated shares of Common Stock (as of immediately prior to the Effective Time) a letter of transmittal and instructions as to how to surrender such holder's stock certificates in exchange for the Merger Consideration. Holders of uncertificated shares of Common Stock (i.e., holders whose shares are held in book-entry form) will, upon receipt by the paying agent of an "agent's message" in customary form, be entitled to receive the Merger Consideration, as promptly as practicable after the Effective Time without any further action required on the part of those holders.

Interest of Certain Persons in Matters to Be Acted Upon (page 42)

        In considering our Board of Directors' recommendations with respect to the Real Estate Purchase and the Merger, you should be aware that the Company's officers and directors might have interests in the Real Estate Purchase and the Merger that may be different from, or in addition to, the interests of

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the Company's stockholders generally. These additional interests are described below. The Board of Directors was aware of these interests and considered them, among other matters, when it approved the Real Estate Purchase Agreement and the Merger Agreement, and the transactions contemplated thereby, including the Real Estate Purchase and the Merger.

U.S. Federal Income Tax Consequences of the Merger (page 50)

        If you are a U.S. Holder (as defined in "The Real Estate Purchase and the MergerMaterial U.S. Federal Income Tax Consequences" beginning on page 50), the receipt of the Merger Consideration pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of shares of Common Stock receiving the Merger Consideration in the Merger generally will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between (x) the amount of cash the U.S. Holder receives (determined before deduction of any applicable withholding taxes) and (y) the adjusted tax basis of the surrendered shares of Common Stock.

        If you are a Non-U.S. Holder (as defined in "The Real Estate Purchase and the MergerMaterial U.S. Federal Income Tax Consequences" beginning on page 50), the Merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States, you have owned more than 5% of our Common Stock at any time during the five-year period preceding the Merger (or, if less than five years, your holding period for such stock) or certain other conditions are met.

        Holders of shares of Common Stock should read the section entitled "The Real Estate Purchase and the MergerMaterial U.S. Federal Income Tax Consequences" beginning on page 50 and consult their tax advisor about the U.S. federal, state, local and foreign tax consequences of the Merger.

Regulatory and Other Governmental Approvals (page 53)

        The Merger Agreement provides that each of the parties must use its reasonable best efforts to obtain all necessary actions, waivers, consents, approvals, orders, and authorizations from all applicable governmental entities, including, without limitation, those in connection with the HSR Act and applicable gaming laws.

Appraisal Rights (page 78 and Annex C)

        Pursuant to Section 262 of the DGCL, holders of shares of the Company's Common Stock who did not consent to the adoption of the Real Estate Purchase Agreement and Merger Agreement, and who validly exercise (and do not withdraw or fail to perfect) appraisal rights, will be entitled to have their shares appraised by the Delaware Court of Chancery, and to receive, in lieu of a portion of the Merger Consideration for their shares of Common Stock, payment in cash of the "fair value" of those shares, together with interest, if any, determined by the court. The value that you may be entitled to receive in an appraisal proceeding may be less than, equal to or more than the amount of your share of the Merger Consideration.

        Under Section 262 of the DGCL, holders of shares of the Company's Common Stock who are entitled to appraisal rights must be provided a notice of appraisal rights. The record date for purposes of determining the stockholders entitled to receive the notice of appraisal rights is June 22, 2018. As of such date, there were 23,834,512 shares of the Company's Common Stock outstanding.

        Stockholders who wish to exercise appraisal rights must make a written demand for appraisal on or prior to July 19, 2018, which is the date that is twenty (20) days following the mailing of this information statement, and otherwise comply precisely with the procedures set forth in Section 262 of the DGCL for perfecting appraisal rights. For a summary of these procedures, see "Appraisal Rights"

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beginning on page 78. A copy of Section 262 of the DGCL is attached to this information statement as Annex C. If you hold your shares of Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm, trust or other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee.

        This information statement will be sent to record holders of the Company's Common Stock as of both May 15, 2018 and as of June 22, 2018.

Aruba Disposition; Aruba Purchase Agreement (page 54)

        The Company has agreed to use its reasonable best efforts to cause the Aruba Disposition. On May 10, 2018, the Company engaged a financial advisor to undertake a sale process for the Aruba Operations, including soliciting third-party bidders and preparing related marketing and due diligence materials for the Aruba Operations.

        In the event that the Company has not completed the Aruba Disposition by the Outside Date, then Parent and GLP may elect to extend the Outside Date for up to two additional three month periods to allow additional time to complete the Aruba Disposition.

        In addition, Parent, Merger Sub and GLP may also elect to waive the requirement that the Company distribute, transfer or dispose of its Aruba Operations prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement by providing the Company with forty-five days' advance notice of such waiver; provided, however, that such notice may not be given until at least six months have elapsed from the date of signing of the Merger Agreement.

        If, as of the date that such forty-five day notice is received by the Company, the Company has entered into a bona fide arms' length sale and purchase agreement with a credit-worthy and reputable purchaser that is on customary terms and contains no diligence or financing contingency (an "Aruba Purchase Agreement"), then the consideration payable to the Company under such Aruba Purchase Agreement shall be deemed to have been received by the Company as of one day prior to the closing date of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement. Accordingly, if an Aruba Purchase Agreement has been signed, then the Company's stockholders will receive the net proceeds from such transaction contemplated by the Aruba Purchase Agreement even if such transaction has not closed prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement.

        However, if, as of the date that such forty-five day notice is received by the Company, the Company has not entered into an Aruba Purchase Agreement, then the Company has forty-five days to enter into a definitive purchase agreement and close the transactions contemplated thereby with respect to the Aruba Operations in order for the Company's stockholders to receive the net proceeds from such transaction. If the Company is unable to enter into a definitive purchase agreement and/or close the transaction within this forty-five day period, then the Company's stockholders will not be entitled to receive the net proceeds related to the Aruba Operations.

Market Price of Our Stock (page 77)

        Shares of the Company's Common Stock are quoted on the OTCQB Market under the symbol "TPCA". The closing sale price of the Common Stock on the OTCQB Market on April 13, 2018, which was the last trading day before we announced the Real Estate Purchase and the Merger, was $55.00. On June 22, 2018, the last practicable trading day before the date of this information statement, the closing price of Common Stock on the OTCQB Market was $72.50. You are encouraged to obtain current market quotations for the Company's Common Stock.

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QUESTIONS AND ANSWERS ABOUT THE REAL ESTATE PURCHASE AND THE MERGER

        The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Real Estate Purchase Agreement, the Merger Agreement, the Disaffiliation Agreement, and the Voting Agreement and the transactions completed thereby, including the Real Estate Purchase and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the "Summary" beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in "Where You Can Find More Information" beginning on page 85.

Q:
What is the proposed transaction and what effects will it have on the Company?

A:
On April 15, 2018, the Company entered into (i) the Real Estate Purchase Agreement with GLP, and (ii) the Merger Agreement with Parent, Merger Sub, and GLP, pursuant to which the Company has agreed to sell certain of its real property assets to GLP and its gaming and hotel operations to Parent for an aggregate consideration of approximately $1.85 billion in cash, which amount is subject to adjustment, including for certain tax sharing payments payable by the Company under the Disaffiliation Agreement.

Subject to the terms of the Real Estate Purchase Agreement, the Company has agreed to sell the real property assets held by its subsidiaries, other than the real property assets located in Aruba and South Lake Tahoe, Nevada, to GLP for a purchase price of $1.21 billion. In connection with the Real Estate Purchase, GLP will assume the liabilities related to the real property assets that it is acquiring from the Company.

Immediately following the Real Estate Purchase, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation in the Merger. Following the consummation of the Merger, the Company will be a wholly-owned subsidiary of Parent.

If completed, the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, including the Real Estate Purchase and the Merger, will result in the change of control of the Company.

Q:
What will I receive in the Merger?

A:
Upon completion of the Merger and subject to the terms of the Merger Agreement, you will receive the Merger Consideration (as defined below) for each share of Common Stock that you own (other than shares owned by holders who have exercised their appraisal rights under Delaware law). For example, based on the Company's estimate that the Merger Consideration, as adjusted, will be approximately $1.77 billion, if you own 100 shares of Common Stock, you will receive approximately $7,418.00 in cash in exchange for your shares of Common Stock, less any required withholding taxes. Upon completion of the Merger, you will not own any equity in the surviving corporation.

Q:
How is the Merger Consideration determined?

A:
Upon completion of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by holders who have exercised their appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive the per share Merger Consideration. Subject to other adjustments not expected to be material, the per share Merger Consideration, which is payable in cash, is determined as follows:

(a)
$640 million, which reflects the consideration paid by Parent in respect of the Merger;

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    (b)
    plus $1.21 billion, which reflects the Real Estate Purchase Price received by the Company;

    (c)
    plus the amount of net proceeds received by the Company in connection with the Aruba Disposition;

    (d)
    minus the Real Estate Purchase Tax Amount (as defined in the Merger Agreement);

    (e)
    minus 50% of the Estimated State Income Tax Amount (as defined in the Merger Agreement), which Estimated State Income Tax Amount is limited to a maximum of $38 million;

    (f)
    minus the excess, if any, of the Estimated State Income Tax Amount over $38 million;

    (g)
    divided by 23,834,512, which reflects the aggregate number of shares of Common Stock that are issued and outstanding.

    Without taking into consideration any net proceeds associated with the Aruba Disposition which is reflected in clause (c) above, the Company has estimated that the aggregate merger consideration, as adjusted to take into account the amounts set forth in clauses (d), (e) and (f) above, will be approximately $1.77 billion (the "Merger Consideration").

    For the purposes of this information statement, "Merger Consideration" refers to the actual amount that will be payable to the holders of the Common Stock pursuant to the terms of the Merger Agreement, and the "Aggregate Consideration" refers to $1.768 billion, which reflects the Company's estimate of the merger consideration, as adjusted and calculated in accordance with the terms of the Merger Agreement, at the time at which the Merger Agreement was signed.

    The estimate of the Merger Consideration is based on certain assumptions, estimates and information that is currently available to the Company, including the estimated value of the real estate subject to the Real Estate Purchase and the estimated gain associated with the Real Estate Purchase. The Merger Consideration will be determined at the time that the Merger is consummated and could vary from the amounts presented herein.

Q:
How did the Company calculate the estimated Merger Consideration of approximately $1.77 billion?

A:
The consideration payable by Parent in connection with the Merger is $640 million and the consideration payable by GLP in connection with the Real Estate Purchase is $1.21 billion, which reflects an aggregate amount of $1.85 billion. The aggregate amount of $1.85 billion is subject to adjustment for the net proceeds received by the Company in connection with the Aruba Disposition and for certain tax-related amounts. Without taking into account the net proceeds associated with the Aruba Disposition, which amount (if any) is not known at this time, the Company has estimated the Merger Consideration as follows:

  $ 1.85 billion  

minus $63 million (which reflects an estimated gain on the sale of the real property assets of approximately $300 million multiplied by a tax rate of 21%, which is referred to as the Real Estate Purchase Tax Amount)

  $ 63 million  

minus $19 million (which reflects 50% of the maximum Estimated State Income Tax Amount of $38 million)

 
$

19 million
 

minus $0 (which reflects that the Company has estimated that the Estimated State Income Tax Amount will be $38 million, so there will not be any excess amount of such Estimated State Income Tax Amount over $38 million)

 
$

0
 

  $ 1.768 billion  

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    The estimate of the Merger Consideration is based on certain assumptions, estimates and information that is currently available to the Company, including the estimated value of the real estate subject to the Real Estate Purchase and the estimated gain associated with the Real Estate Purchase. The Merger Consideration will be determined at the time that the Merger is consummated and could vary from the amounts presented herein. For additional information regarding these payments and estimates, please see the detailed explanation of the Disaffiliation Agreement beginning on page 72. The Disaffiliation Agreement was approved by the Special Committee and the Board of Directors has delegated all authority to the Special Committee with respect to the review and approval of estimates of the tax amounts that are adjustments to the Merger Consideration and the tax sharing payments that are payable by the Company, in each case, pursuant to the terms of the Disaffiliation Agreement.

Q:
When do you expect the Merger to be completed?

A:
We are working to complete the Merger as quickly as possible. We currently expect to complete the Merger promptly after all of the conditions to the Merger have been satisfied or waived and subject to the other terms and conditions in the Merger Agreement. Completion of the Merger is currently expected to occur in the second half of 2018, subject to receipt of required gaming approvals, termination of the waiting period under the HSR Act (which terminated on May 30, 2018), and other customary closing conditions.

Q:
What happens if the Merger is not completed?

A:
If the Merger is not completed for any reason, you will not receive any payment for your shares of Common Stock in connection with the Merger, the Company will remain a publicly traded company, and shares of Company Common Stock will continue to be traded on the OTCQB Market.

Q:
Am I being asked to vote on the Real Estate Purchase and the Merger?

A:
No. Applicable Delaware law and the Merger Agreement require the adoption of the Merger Agreement and the Real Estate Purchase Agreement and approval of the Merger and the Asset Sale by the holders in the aggregate of a majority of the outstanding shares of Common Stock in order to effect the Merger, the Real Estate Purchase, the Asset Sale and the other transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement. The Company's bylaws permit stockholders to act by written consent in certain circumstances, including in connection with the approval of transactions such as the Merger and the Asset Sale as contemplated by the Merger Agreement and the Real Estate Purchase Agreement. The requisite stockholder approval was obtained following the expiration of the Window Shop Period on May 15, 2018 when the Written Consent was delivered by AEPC, which owned shares of Common Stock constituting approximately 83.9% of the outstanding shares of Common Stock on that date. Therefore, your vote is not required and is not being sought. We are not asking you for a proxy, and you are requested not to send us a proxy.

Q:
Why did I receive this information statement?

A:
Applicable laws and securities regulations require us to provide you with notice of the action taken by the Written Consent that was delivered by AEPC as well as other information regarding the Real Estate Purchase, the Merger and the Asset Sale, even though your vote or consent is neither required nor requested to adopt or authorize the Real Estate Purchase Agreement or the Merger Agreement, or to complete the Real Estate Purchase, the Merger and the Asset Sale. This information statement also constitutes notice to you of the availability of appraisal rights in connection with the Merger, which is contingent on the completion of the Real Estate Purchase,

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    under Section 262 of the DGCL, a copy of which is attached to this information statement as Annex C.

Q:
Did the Board of Directors approve and recommend the Real Estate Purchase Agreement and the Merger Agreement?

A:
Yes. After careful consideration, the Board of Directors unanimously (i) approved and declared advisable the Merger Agreement and the Real Estate Purchase Agreement, and the transactions contemplated thereby, including the Merger and the Real Estate Purchase, (ii) determined that the terms of the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Asset Sale, are fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Merger Agreement and the Real Estate Purchase Agreement be submitted to the stockholders of the Company and (iv) recommended that the stockholders of the Company adopt and approve the Merger Agreement, the Merger, the Real Estate Purchase Agreement and the Asset Sale.

Q:
What happens if I sell my shares before completion of the Merger?

A:
If you transfer your shares of Common Stock before consummation of the Merger, you will have transferred the right to receive a portion of the Merger Consideration for your shares of Common Stock and will lose your appraisal rights. In order to receive a portion of the Merger Consideration for your shares of Common Stock or exercise appraisal rights, you must hold your shares through the Effective Time of the Merger.

Q:
Should I send in my Company Common Stock certificates now?

A:
No. You will be sent a letter of transmittal with related instructions after completion of the Merger, describing how you may exchange your shares of Common Stock for the Merger Consideration. Please do NOT return your Company Common Stock certificate(s) to the Company.

Holders of uncertificated shares of Common Stock (i.e., holders whose shares are held in book-entry form) will automatically receive the Merger Consideration as promptly as practicable after the Effective Time without any further action required on the part of those holders.

Q:
Is the Merger subject to the fulfillment of certain conditions?

A:
Yes. Before the Merger can be completed, closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement are subject to customary conditions, including, among other things, those set forth under the heading "Merger Agreement; Real Estate Purchase Agreement—Conditions to the Merger" beginning on page 68.

Q:
What happens if a third party makes an offer to acquire the Company before the Merger is completed?

A:
During the period from April 15, 2018 and ending on May 15, 2018, if the Company received a bona fide written Acquisition Proposal (as defined in the Merger Agreement) from a third-party and the Company's Board of Directors (or a committee thereof) determined in good faith, based on information then available and after consultation with legal counsel, that such Acquisition Proposal may have resulted in a Superior Proposal, then the Company had the right to, among other things, furnish non-public information to such third party and participate in discussions or negotiations with any third party making such Acquisition Proposal regarding the Acquisition Proposal. No Acquisition Proposals were received by the Company during the Window Shop Period and the Written Consent was delivered by AEPC to Parent and GLP on May 15, 2018,

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    which was the Stockholder Consent Delivery Date. As a result, from and after the Stockholder Consent Delivery Date, the Company is prohibited from engaging in such Window Shop Activities.

Q:
Am I entitled to exercise appraisal rights instead of receiving a portion of the Merger Consideration for my shares?

A:
Yes. As a holder of Common Stock, you are entitled to appraisal rights under Section 262 of the DGCL in connection with the Merger if you meet certain conditions and comply with the applicable statutory procedures for perfecting appraisal rights, which are described in this information statement in "Appraisal Rights" beginning on page 78.

Q:
What is householding and how does it affect me?

A:
The SEC permits companies to send a single set of certain disclosure documents to stockholders who share the same address and have the same last name, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate set of disclosure documents. This practice, known as "householding", is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

If you received a householded mailing and you would like to have additional copies of this information statement mailed to you, or you would like to opt out of this practice for future mailings, or if you received multiple copies of this information statement and would like to opt in to this practice for future mailings, please submit your request to the Company by phone at (702) 589-3900 or by mail to Tropicana Entertainment Inc., 8345 W. Sunset Road, Suite 300, Las Vegas, Nevada 89113. We will promptly send additional copies of this information statement upon receipt of such request.

Q:
Where can I find more information about the Company?

A:
We file periodic reports and other information with the SEC. You may read and copy this information at the SEC's public reference facilities. Please call the SEC at (800) SEC-0330 for information about these facilities. This information is also available on the website maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to "Where You Can Find More Information" beginning on page 85.

Q:
Will I owe taxes as a result of the Merger?

A:
The receipt of the Merger Consideration pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local, or foreign income or other tax laws. If you are a U.S. Holder (as defined in "The Real Estate Purchase and the MergerMaterial U.S. Federal Income Tax Consequences"), you will generally be required to pay U.S. federal income tax on any gain recognized in connection with the Merger. If you are a Non-U.S. Holder (as defined in "The Real Estate Purchase and the MergerMaterial U.S. Federal Income Tax Consequences"), you may be required to pay U.S. federal income tax in certain situations. Stockholders are urged to consult with their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the Merger. For a more detailed explanation of the U.S. federal income tax considerations relevant to the Merger, see "The Real Estate Purchase and the MergerMaterial U.S. Federal Income Tax Consequences" beginning on page 50.

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Q:
Has the Company taken steps to cause the Aruba Operations to be distributed, transferred or disposed of by the Company?

A:
The Company has agreed to use its reasonable best efforts to cause the Aruba Disposition. On May 10, 2018, the Company engaged a financial advisor to undertake a sale process for the Aruba Operations, including soliciting third-party bidders and preparing related marketing and due diligence materials for the Aruba Operations.

In the event that the Company has not completed the Aruba Disposition by the Outside Date, then Parent and GLP may elect to extend the Outside Date for up to two additional three month periods to allow additional time to complete the Aruba Disposition.

In addition, Parent, Merger Sub and GLP may also elect to waive the requirement that the Company distribute, transfer or dispose of its Aruba Operations prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement by providing the Company with forty-five days' advance notice of such waiver; provided, however, that such notice may not be given until at least six months have elapsed from the date of signing of the Merger Agreement.

If, as of the date that such forty-five day notice is received by the Company, the Company has entered into an Aruba Purchase Agreement, then the consideration payable to the Company under such Aruba Purchase Agreement shall be deemed to have been received by the Company as of one day prior to the closing date of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement. Accordingly, if an Aruba Purchase Agreement has been signed, then the Company's stockholders will receive the net proceeds from such transaction contemplated by the Aruba Purchase Agreement even if such transaction has not closed prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement.

However, if, as of the date that such forty-five day notice is received by the Company, the Company has not entered into an Aruba Purchase Agreement, then the Company has forty-five days to enter into a definitive purchase agreement and close the transactions contemplated thereby with respect to the Aruba Operations in order for the Company's stockholders to receive the net proceeds from such transaction. If the Company is unable to enter into a definitive purchase agreement and/or close the transaction within this forty-five day period, then the Company's stockholders will not be entitled to receive the net proceeds related to the Aruba Operations.

We cannot assure you that an Aruba Purchase Agreement will be entered into or the amount of consideration that will be payable for the Aruba Operations in such agreement. In addition, we cannot assure you that transactions contemplated by an Aruba Purchase Agreement will be completed prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement or at all.

Q:
Who can help answer my other questions?

A:
If you have more questions about the Real Estate Purchase or the Merger, please contact our Investor Relations Department at (702) 589-3827. If your broker holds your shares of Common Stock, you should call your broker for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This information statement, and the documents to which we refer you in this information statement, contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve substantial known and unknown risks and uncertainties. In some situations, you can identify forward-looking statements by terms such as "may," "might," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "potential" and similar expressions intended to identify forward-looking statements. Such statements include, but are not limited to, statements regarding the Real Estate Purchase and the Merger and the anticipated timing thereof, expectations regarding, and adjustments to, the Merger Consideration, statements regarding the Aruba Disposition, statements regarding potential tax and change in control payments, and statements regarding the Voting Agreement. You should consider these statements carefully because they discuss our plans regarding the Merger and the Real Estate Purchase, and our strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. There will be events in the future, however, that the Company is not able to predict accurately or control. The Company's actual results may differ materially from the expectations that the Company describes in its forward-looking statements. Factors or events that could cause the Company's actual results to materially differ may emerge from time to time, and it is not possible for the Company to accurately predict all of them. These forward-looking statements discuss our future expectations or state other forward-looking information, and may involve risks over which we have no control. Those risks include, without limitation:

    risks associated with transactions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation or regulations, certain other specified governmental consents and approvals relating to the conduct of gaming operations, and other regulatory and third party consents and approvals;

    the outcome of any legal proceedings that may be instituted against the Company or others in connection with the Real Estate Purchase Agreement, the Merger Agreement, the Voting Agreement, the Disaffiliation Agreement or any of the transactions contemplated thereby;

    the ability to retain certain key employees of the Company;

    the occurrence of any event, change or other circumstances that could give rise to the termination of the Real Estate Purchase Agreement or the Merger Agreement, including a termination under circumstances that could require us to pay the termination fee to GLP and Parent;

    the amount of the costs, fees, expenses and charges related to the Real Estate Purchase and the Merger;

    the risk that the Real Estate Purchase and the Merger may not be completed in a timely manner or at all, which may adversely affect our business and the price of our Common Stock;

    the potential adverse effect on our business, properties and operations because of certain covenants we agreed to in the Real Estate Purchase Agreement and the Merger Agreement;

    the effect of the announcement of the Real Estate Purchase and the Merger on our business relationships, operating results and business generally;

    risks related to diverting management's attention from our ongoing business operations;

    certain presently unknown or unforeseen factors;

    the impact of legislative, regulatory and competitive changes and other risk factors relating to the industry in which the Company operates; and

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    other risks detailed in our filings with the SEC, including "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for our fiscal year ended December 31, 2017 and "Part II, Item 1A Risk Factors" in our subsequent quarterly reports on Form 10-Q. See "Where You Can Find More Information" beginning on page 85.

        We cannot assure you that the actual results or developments we anticipate will be realized or, if realized, that they will have the expected effects on our business or operations. All subsequent written and oral forward-looking statements concerning the Real Estate Purchase and the Merger or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, we do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

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THE PARTIES

    The Company

    Tropicana Entertainment Inc.
    8345 W. Sunset Road, Suite 300
    Las Vegas, Nevada 89113
    Phone: (702) 589-3900

        The Company is the owner and operator of regional casino and entertainment properties located in the United States and one hotel, timeshare and casino resort property located on the island of Aruba. Our United States properties include two casinos in Nevada and one casino in each of Indiana, Louisiana, Mississippi, Missouri and New Jersey. As of December 31, 2017, Tropicana properties collectively included approximately 399,200 square feet of gaming space, 5,793 hotel rooms, 8,028 slot positions and 271 table games. Our properties offer a broad array of gaming options specifically tailored for our patrons in each market. We primarily cater to local and regional guests to provide a fun and exciting gaming environment with high quality and high value lodging, dining, retail and entertainment amenities. The Company's website is www.tropicanacasinos.com. Additional information about the Company is included in documents incorporated by reference into this information statement and our filings with the SEC, copies of which may be obtained without charge by following the instructions in "Where You Can Find More Information" beginning on page 85.

        The Company's shares of Common Stock are quoted on the OTCQB Market under the symbol "TPCA".

    AEPC and the other Stockholder Parties.


American Entertainment Properties Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153-0023
Phone: (212) 702-4300

 

Icahn Enterprises G.P. Inc.
445 Hamilton Avenue, Suite 1210
White Plains, New York 10601
Phone: (212) 702-4300

Icahn Enterprises L.P.
767 Fifth Avenue, 47th Floor
New York, New York 10153-0023
Phone: (212) 702-4300

 

Beckton Corp.
445 Hamilton Avenue, Suite 1210
White Plains, New York 10601
Phone: (212) 702-4300

Icahn Enterprises Holdings L.P.
445 Hamilton Avenue, Suite 1210
White Plains, New York 10601
Phone: (212) 702-4300

 

Carl C. Icahn
c/o Icahn Associates Corp.
767 Fifth Avenue, Suite 4700
New York, New York 10153
Phone: (212) 702-4300

        AEPC is an indirect wholly owned subsidiary of IEP. IEP owns a 99% limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises G.P. owns a 1% general partner interest in each of IEP and Icahn Enterprises Holdings as of December 31, 2017. Icahn, a United States citizen, is the sole shareholder of Beckton, which is the sole stockholder of Icahn Enterprises G.P. Icahn is the chairman of the Company's Board of Directors and is also the chairman of the board of directors of Icahn Enterprises G.P., the general partner of IEP. IEP is a diversified holding company engaged in ten primary business segments: Investment, Automotive, Energy, Railcar, Gaming, Metals, Mining, Food Packaging, Real Estate and Home Fashion. IEP's website is http://www.ielp.com.

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    Parent

    Eldorado Resorts, Inc.
    100 West Liberty Street, Suite 1150
    Reno, NV 89501
    Phone: (775) 328-0100

        Parent is a geographically diversified gaming and hospitality company, which owns and operates 20 gaming facilities in 10 states, including Ohio, Louisiana, Nevada, Pennsylvania, West Virginia, Colorado, Florida, Iowa, Mississippi, and Missouri. In aggregate, Parent's properties feature approximately 21,000 slot machines and VLTs and 600 table games, and over 7,000 hotel rooms. Parent's website is www.eldoradoresorts.com.

    Merger Sub

    Delta Merger Sub, Inc.
    c/o Eldorado Resorts, Inc.
    100 West Liberty Street, Suite 1150
    Reno, NV 89501
    Phone: (775) 328-0100

        Merger Sub was formed by Parent solely for the purpose of completing the Merger with the Company. Merger Sub is a wholly-owned subsidiary of Parent and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

    GLP

    GLP Capital, L.P.
    c/o Gaming and Leisure Properties, Inc.
    845 Berkshire Blvd, Suite 200
    Wyomissing, Pennsylvania 19610
    Phone: (610) 401-2900

        GLP is a wholly-owned subsidiary of GLPI, through which GLPI holds substantially all of its real estate assets. GLPI is a self-administered and self-managed Pennsylvania real estate investment trust, and its primary business consists of acquiring, financing, and owning real estate properties to be leased to gaming operators in triple-net lease arrangements. GLPI's portfolio currently consists of 38 gaming and related facilities, which are geographically diversified across 14 states. Its tenants include Penn National Gaming, Inc., Casino Queen, and Pinnacle Entertainment, Inc. GLPI also owns and operates the assets and liabilities of Louisiana Casino Cruises, Inc. and Penn Cecil Maryland, Inc. through an indirect wholly-owned subsidiary, GLP Holdings, Inc. GLPI's website is http://www.glpropinc.com.

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THE REAL ESTATE PURCHASE AND THE MERGER

Background of the Real Estate Purchase and the Merger

        The Board of Directors and members of the Company's senior management periodically, and in the ordinary course of business, review and assess the Company's operations, financial performance, industry conditions, regulatory developments and potential strategic initiatives with the goal of enhancing shareholder value. From time to time, these reviews and assessments include consideration and evaluation of potential financial and strategic opportunities and alternatives available to the Company.

        In February 2017, a representative of Gaming & Leisure Properties, Inc., a real estate investment trust and an affiliate of GLP ("GLPI"), reached out to the Company to see if the Company would consider engaging in discussions regarding a potential strategic transaction. The Company had not been actively seeking a strategic transaction at this time and GLPI's contact with the Company had not been solicited by the Company. On February 28, 2017, the Company entered into confidentiality agreements with each of GLPI and a third party, which we refer to as "Party A", regarding a potential strategic transaction. In connection with these discussions, the Company provided summary financial information to GLPI and Party A and such parties conducted high level due diligence relating to the Company. These discussions did not proceed beyond initial preliminary discussions as the parties were unable to agree on the economic terms of a potential transaction.

        In June of 2017, the Company was contacted by the financial advisor of Parent to see if the Company would be interested in discussing a potential transaction that would involve the sale by Parent of certain of its gaming properties. On June 15, 2017, the Company was provided with a confidentiality agreement relating to the potential transaction by Parent's financial advisor. However, the Company ultimately decided not to execute the confidentiality agreement as the Company believed it would be preferable to focus on its existing operations at that time.

        In November of 2017, Mr. Anthony P. Rodio, the Company's Chief Executive Officer, contacted Parent's financial advisor to see if Parent would be interested in discussing a potential sale of certain of its properties, including a property in Pennsylvania, as the Company was interested in exploring opportunities related to internet gaming in that market due to recent legislative changes in Pennsylvania. Parent's financial advisor indicated that Parent was interested in engaging in such discussions. As a result, on November 15, 2017, the Company entered into a confidentiality agreement with Parent to facilitate preliminary discussions regarding a potential transaction involving the Company purchasing certain gaming operations or assets from Parent. Discussions between the parties took place between November 2017 and early January 2018. During such time, the Company conducted due diligence and completed a site visit.

        In early January 2018, Mr. Keith Cozza, a member of the Executive Committee of the Board of Directors, was contacted by several investment banking firms that wished to explore whether the Company may be interested in pursuing a refinancing, dividend recapitalization, an acquisition or sale transaction or other strategic transaction due to current market and industry conditions as well as the availability of debt financing on favorable terms.

        On January 5, 2018, Mr. Cozza contacted a third party, which we refer to as "Party B", by e-mail. On January 9, 2018, Mr. Cozza spoke with a representative of Party B to see if Party B might be interested in participating in preliminary discussions regarding a potential transaction involving the acquisition of the Company. A few days later, Party B indicated that it was not interested in participating in such discussions.

        On January 10, 2018, representatives of the Company met with several investment banking firms to discuss the potential of engaging in a refinancing or a strategic transaction. Following these initial meetings, members of the Board of Directors and the Company's management began to generally

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discuss the possibility of pursuing a sale transaction as the multiples that were being discussed in connection with other gaming transactions implied that the purchase price that may be obtained for the Company would likely be favorable and discussed which potential strategic parties might be interested in seeking to acquire the Company. In light of such market conditions, at the instruction of the Board of Directors, the Company began to focus its discussions on, and explore the possibility of, a transaction involving a sale of the Company rather than the Company seeking to acquire another gaming property.

        In connection with this preliminary evaluation, Mr. Cozza, with the assistance of Mr. Rodio, conducted an informal market check by contacting several strategic parties, including GLPI and Parent, to see if they might be interested in engaging in initial discussions regarding an acquisition of the Company, which contact was initiated on January 9, 2018 and January 15, 2018, respectively.

        On January 16, 2018, Mr. Steven T. Snyder, GLPI's Senior Vice President of Corporate Development, called Mr. Cozza and indicated that GLPI would be interested in discussing a potential transaction and that GLPI would partner with Parent in connection with such discussions. Mr. Snyder indicated that GLPI's preferred structure would be a transaction where GLPI or one of its affiliates would acquire the real estate assets and Parent would acquire the gaming and hotel operations of the Company.

        Between January 16, 2018 and January 18, 2018, the Company negotiated the terms of confidentiality agreements with Parent and GLPI.

        On January 18, 2018, the Company entered into confidentiality agreements with each of Parent and GLPI.

        At the end of January, representatives of Parent and GLP were provided access to an electronic data room that contained information regarding the Company and its business, operations, assets and liabilities.

        On February 2, 2018, the Company contacted Thompson Hine LLP ("Thompson Hine") to act as its legal counsel in connection with a potential transaction.

        Later on February 2, 2018, Mr. Carl C. Icahn, the Chairman of the Company's Board of Directors, and Messrs. Cozza, Snyder and Reeg held several telephone conference calls to discuss a possible acquisition structure, which included a discussion of a transaction that involved a purchase of real estate assets separate from the purchase of the gaming and hotel operations and the proposed economic terms of a potential transaction.

        On February 6, 2018, the Board of Directors held a telephonic meeting. At the meeting, Messrs. Cozza and Rodio provided the Board of Directors with an overview of the recent discussions with Parent and GLP regarding a potential material transaction involving the Company. The Board of Directors then discussed, among other things, (i) the status of the discussions with Parent and GLP; (ii) the preliminary purchase price of the Company that had been indicated by Parent and GLP of an aggregate of $1.85 billion; (iii) comparable transactions in the gaming industry; and (iv) the other terms of the proposed transaction, including that Parent and GLP had indicated that they did not wish to purchase the Company's Aruba Operations. After a detailed discussion, the Board of Directors determined that the Company's management should proceed to negotiate the terms and conditions of an exclusivity agreement and non-binding term sheet with assistance from Thompson Hine based on the general terms that were discussed at the meeting.

        On February 8, 2018, the Company sent an initial draft of a letter agreement that included a limited period for exclusivity to negotiate a transaction and a non-binding term sheet, to Parent and GLP. The initial draft exclusivity agreement and non-binding term sheet contemplated a reverse triangular merger where a wholly-owned subsidiary of Parent would be merged with and into the

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Company with the Company continuing as the surviving corporation after the merger. The draft also included a forty-five day period in which the Company would be able to receive and respond to unsolicited acquisition proposals that may result in a superior proposal, which we refer to as the window shop period. The draft provided for a termination fee of 5% of the transaction value payable by the Company to Parent in certain circumstances and a reverse termination fee of 5% of the transaction value payable by Parent to the Company in certain circumstances. The draft contemplated that specific performance as well as all available remedies at law would be available to the parties in the event of a breach of the definitive agreement.

        On February 13, 2018, Parent and GLP provided a revised draft of the exclusivity agreement and non-binding term sheet, which included comments from Milbank, Tweed, Hadley & McCloy LLP, counsel to Parent ("Milbank"), and Goodwin Procter LLP, counsel to GLP ("Goodwin"). The revised draft did not include a definitive structure for the proposed transaction but instead provided that the parties would discuss an alternative or modified structure of a reverse triangular merger where the real estate assets would be purchased by GLP or one of its affiliates prior to a reverse triangular merger where a subsidiary of Parent would be merged with and into the Company with the Company continuing as the surviving corporation after the merger. In addition, the revised draft removed, among other things, the window shop period and provided that the reverse termination fee payable by Parent and GLP in certain circumstances would be the Company's sole remedy in the event of a breach of the Merger Agreement.

        After discussions with Messrs. Cozza and Rodio and certain members of the Company's management, on February 15, 2018, Thompson Hine emailed a revised draft of the exclusivity agreement and non-binding term sheet to representatives of Parent and GLP. This draft contemplated that there would be a thirty-day window shop period.

        On the afternoon of February 15, 2018, the Board of Directors held a meeting. The Company's management briefed the Board of Directors on the status of negotiations with Parent and GLP, including a detailed discussion of the most recent draft of the exclusivity agreement and non-binding term sheet. Thompson Hine provided an overview of the discussions that had occurred to date and advised the Board of Directors of its fiduciary duties in connection with the proposed transaction. The Board of Directors engaged in a detailed discussion of the provisions of the exclusivity agreement and non-binding term sheet with the Company's management and Thompson Hine. In particular, the Board of Directors discussed the importance of the Company being able to respond to unsolicited acquisition proposals that may be considered superior proposals during a window shop period. The Board of Directors then authorized the Company's management to continue to negotiate the exclusivity agreement and non-binding term sheet and authorized the Company's management to execute such agreement on behalf of the Company on substantially the same terms as were presented to the Board of Directors.

        Between February 15, 2018 and February 26, 2018, the Company, Parent and GLP, along with their respective legal advisors, continued to negotiate the terms of the exclusivity agreement and non-binding term sheet.

        On February 26, 2018, the Company, Parent and GLP signed the exclusivity agreement and non-binding term sheet, which provided for, among other things, exclusivity through 6:00 p.m., New York City time, on March 31, 2018.

        Also, on February 26, 2018, representatives from Parent, GLP and their respective advisors conducted extensive due diligence discussions, which were conducted at the Company's Atlantic City offices with some attendees being present in person and others attending telephonically, relating to financial matters with representatives of the Company, including Ms. Theresa Glebocki, the Company's Executive Vice President, Chief Financial Officer and Treasurer.

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        On March 9, 2018, Thompson Hine sent Milbank a draft merger agreement (such draft, and subsequent iterations thereof exchanged between the parties, referred to as the "Draft Merger Agreement"). The Draft Merger Agreement contemplated a transaction where Parent would acquire the Company through a reverse triangular merger and included the window shop period and remedies that were set forth in the executed exclusivity agreement and non-binding term sheet.

        During the week of March 12, 2018, Parent and GLP made site visits to the Company's locations in Atlantic City, New Jersey; Evansville, Indiana; St. Louis, Missouri; Laughlin, Nevada; Greenville, Mississippi; and Baton Rouge, Louisiana. Parent, GLP and their respective representatives and legal counsel continued to conduct due diligence.

        On March 27, 2018, Milbank distributed a revised Draft Merger Agreement reflecting comments from Parent and GLP. The Draft Merger Agreement contemplated a two-step transaction structure where the Company would sell the real property assets held by its subsidiaries, other than the Aruba Operations, to GLP, and immediately following such sale, Parent would acquire the operations of the Company and its subsidiaries through a merger in which a subsidiary of Parent would be merged with and into the Company, with the Company continuing as the surviving corporation in the merger. Parent indicated that the proposed aggregate purchase price of $1.85 billion was based on Parent and GLP being able to effect the transaction with this structure and Parent being able to make an election under Section 338(h)(10) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and provisions of state and local law similar to Section 338 of the Code, which would provide Parent a "step up" in the tax basis of the operating assets acquired in the transactions to fair market value (the "338 Elections"). Parent indicated in its comments to the Draft Merger Agreement that Parent would require a separate agreement setting forth the detailed terms and conditions on which the Company would be separated from the consolidated group of AEPC and its affiliates for tax purposes in light of the transaction and that such agreement would supersede the existing Tax Allocation Agreement that was entered into between the Company (on behalf of itself and its subsidiaries) and AEPC on September 16, 2017 (the "Tax Allocation Agreement"). The parties referred to this new agreement as the Disaffiliation Agreement, a draft of which was subsequently provided by Parent to the Company on April 4, 2018.

        On March 28, 2018, Thompson Hine sent a list of significant issues raised by the Draft Merger Agreement to Milbank and Goodwin.

        On March 29, 2018, representatives from Thompson Hine, Milbank, Goodwin and AEPC held several conference calls to discuss the tax provisions of the Draft Merger Agreement and the Tax Allocation Agreement. In addition, on March 29, 2018, Mr. Murtha and other representatives from the Company and Thompson Hine participated in conference calls with Milbank and Goodwin to discuss due diligence matters.

        On March 31, 2018, the Company agreed to extend the period for exclusive negotiations with Parent and GLP until 6 p.m., New York City time, on April 15, 2018. In connection with the Company's agreement to extend exclusivity, Parent and GLP agreed to bear one-half of certain state taxes that would result from GLP's purchase of the real estate assets and the 338 Elections (up to a maximum amount payable by Parent and GLP, in the aggregate, of $19 million), with the existing Company stockholders bearing the remainder of such state taxes based on an estimate, and AEPC, the Company and GLP generally truing each other up after the closing date of the Merger for the difference between such estimate and the actual state taxes. Milbank distributed a draft of the real estate provisions for the transaction, which would ultimately be included in the draft real estate purchase agreement (such draft, and subsequent iterations thereof exchanged between the parties, referred to as the "Draft Real Estate Purchase Agreement") to Thompson Hine.

        On April 2, 2018, Thompson Hine distributed a revised Draft Merger Agreement, including the draft provisions that related to real estate matters, to Milbank and Goodwin. The revisions to the Draft

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Merger Agreement primarily related to (i) which termination provisions would trigger payment of the reverse termination fee payable by Parent and GLP to the Company; (ii) the specific language set forth in the window shop period as to what actions the Company would be required to take in order to determine if an unsolicited acquisition proposal would result in a superior proposal; (iii) the level of efforts required by the Company in order to effect the Aruba Disposition and Insight Distribution; and (iv) the restrictions set forth in the interim operating covenants relating to the conduct of the Company's business between signing and closing.

        On April 3, 2018, representatives of Thompson Hine, Milbank and Goodwin participated in several conference calls relating to the drafts of the various transaction documents.

        On April 4, 2018, Milbank sent Thompson Hine a draft disaffiliation agreement (such draft, and subsequent iterations thereof exchanged between the parties, referred to as the "Draft Disaffiliation Agreement") relating to the proposal for addressing the Tax Allocation Agreement, allocation of certain taxes relating to the transactions, and certain other matters related to AEPC's ownership interest in the Company, and a draft of the voting and support agreement (such draft, and subsequent iterations thereof exchanged between the parties, referred to as the "Draft Voting Agreement").

        On April 5, 2018, representatives from Thompson Hine, Milbank and Goodwin exchanged emails regarding due diligence matters, including environmental and regulatory matters.

        Between April 6, 2018 and April 8, 2018, representatives from the Company, Thompson Hine, Milbank, Goodwin and AEPC continued to negotiate the terms contained in the various transaction documents.

        On the evening of April 8, 2018, representatives from the Company, Parent, GLP, Thompson Hine, Milbank and Goodwin held an "all hands" conference call in order to discuss the transaction documents. Following the call, representatives from Thompson Hine, Milbank and Goodwin continued to negotiate the terms of the transaction documents.

        On April 9, 2018, the Board of Directors held a meeting at which, among other things, members of the Company's management and Thompson Hine provided an update on the status of the discussions with Parent and GLP. The Board of Directors also discussed the proposed engagement of Jefferies to provide an opinion to the Board of Directors as to the fairness, from a financial point of view, to the stockholders of the Company, other than the Excluded Holders, of the consideration to be received in the proposed transaction. Following discussion of the terms of the engagement of Jefferies, the Board of Directors approved the engagement of Jefferies and authorized the Company's management to enter into an engagement letter with Jefferies, which letter was subsequently executed on April 11, 2018.

        Between April 9, 2018 and April 12, 2018, the parties and their representatives, including representatives of AEPC with respect to the Draft Disaffiliation Agreement and Draft Voting Agreement, participated in numerous conference calls relating to due diligence matters and the transaction documents. During this time, the parties also distributed revised drafts of the Draft Merger Agreement, Draft Disaffiliation Agreement, Draft Real Estate Purchase Agreement and Draft Voting Agreement. Thompson Hine also distributed an updated draft of the Company's Disclosure Letter to Milbank and Goodwin.

        As of the morning of April 12, 2018, the open points relating to tax matters included, among other things, (i) AEPC's ability to maintain the right, upon its election, to effect a "like kind exchange" under Section 1031 of the Code; and (ii) the process that would be undertaken in respect of the tax estimates that would be required under the Disaffiliation Agreement. At this point, AEPC conceded that it would not require the flexibility to effect a "like kind exchange" under Section 1031 of the Code.

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        On April 12, 2018, Messrs. Daniel A. Cassella and Daniel H. Scott, independent directors who comprise the Special Committee of the Board of Directors, which committee reviewed and approved the Company's entry into the Tax Allocation Agreement, were briefed as to the Draft Disaffiliation Agreement and allocation of estimated transaction tax liabilities. In particular, they were briefed on the terms of the Draft Disaffiliation Agreement relating to certain estimates of the tax allocation payment to be made to AEPC and other tax amounts required by the agreement, given the impact of those amounts on the consideration to be received by the Company's stockholders. The members of the Special Committee indicated that they believed that an independent review process for the estimated tax amounts should be put in place and they recommended that the estimates be developed by the Company and reviewed by the Company's outside advisors and then by the Special Committee to determine if such estimates were appropriate. The Special Committee further recommended that all authority with respect to the review and approval of such estimates be delegated to the Special Committee by the Board of Directors, to the extent that the proposed transaction was approved by the Board of Directors.

        On April 12, 2018, representatives from the Company, including Mr. William C. Murtha, the Company's Executive Vice President, General Counsel and Secretary, participated in a conference call with representatives from Parent and GLP, including Messrs. Reeg, Quatmann, and Snyder, relating to third-party consents and approvals and certain other due diligence matters.

        On the morning of April 13, 2018, representatives from the Company participated in conference calls with Milbank and Goodwin relating to due diligence matters. Subsequently, Milbank distributed a revised Draft Merger Agreement on the afternoon of April 13, 2018.

        On April 13, 2018, at 3 p.m., New York City time, the Board of Directors held a meeting with members of the Company's management, Thompson Hine and Brown Rudnick LLP in attendance at the request of the Board. At this meeting, Thompson Hine advised the members of the Board of Directors as to their fiduciary duties in connection with the potential transaction and then provided a detailed summary of (i) the status of the negotiations between the Company and Parent and GLP, (ii) the structure of the transaction, (iii) the drafts of the various transactions documents, (iv) the terms that were continuing to be negotiated between the parties and (v) the terms of Parent's proposed financing commitments. Representatives of Thompson Hine reviewed the provisions of the Draft Merger Agreement in detail, including the window shop period, the conditions to closing of the Merger, the circumstances in which the Merger Agreement may be terminated by the Company or by Parent or GLP and the associated termination fees that would be payable upon such termination, and the remedies available to the Company in addition to any reverse termination fee that would be payable.

        The Special Committee then reported to the Board of Directors regarding its April 12th meeting and its review and approval of the Disaffiliation Agreement. Following the Special Committee's report, the entire Board of Directors reviewed the key aspects of the Draft Disaffiliation Agreement with Thompson Hine.

        At the request of the Board of Directors, representatives from Jefferies were then invited to join the meeting of the Board of Directors. The representatives from Jefferies reviewed with the Board its financial analysis of the Aggregate Consideration provided to Jefferies by the Company in the amount of $1.768 billion. The Board of Directors then discussed the current market conditions for gaming properties, including the potential impact of two additional gaming facilities that are scheduled to open in the summer of 2018 in Atlantic City as well as the potential impacts of legislative changes relating to slot machines and landside gaming with the representatives of Jefferies.

        At the meeting, Jefferies then rendered its opinion to the Board of Directors to the effect that, as of April 13, 2018, and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its opinion,

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the Aggregate Consideration to be received by the holders of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, other than the Excluded Holders. For purposes of Jefferies' analysis and opinion, the Company directed Jefferies to assume that the Aggregate Consideration, as adjusted and calculated in accordance with the Merger Agreement, would be an amount equal to $1.768 billion in cash, which reflected an estimate of the tax allocation payment to be made to AEPC and taxes payable by or on behalf of the Company in connection with the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement.

        Following a discussion among the members of the Board of Directors and its advisors, the Board discussed the anticipated timing of the transaction and determined that it would hold a subsequent meeting on the evening of April 15, 2018 to further review the Merger Agreement, the Real Estate Purchase Agreement and the transactions contemplated thereby, including the Merger and the Real Estate Purchase.

        From the evening of April 13, 2018 through April 15, 2018, all parties and their respective legal counsel participated in numerous conference calls, exchanged emails and distributed revised drafts of the definitive documents, the schedules and exhibits thereto, and the related press releases and filings to be made with the SEC in connection with the execution of the Merger Agreement, the Real Estate Purchase Agreement and the transactions contemplated thereby.

        In connection with the Merger, on April 15, 2018, the Compensation Committee of the Board of Directors approved the Tropicana Entertainment Inc. Change in Control and Severance Plan (the "CIC Plan"). The CIC Plan is described in further detail below under "Arrangements in Connection with a Change in Control."

        On April 15, 2018, at 7 p.m., New York City time, the Board of Directors held a meeting. The Board of Directors discussed the updates to the terms of the proposed transaction since the meeting on April 13, 2018, with representatives of Thompson Hine. At the request of the Board of Directors, representatives of Jefferies joined the meeting. Following further discussion among the members of the Board of Directors with representatives of Thompson Hine and Jefferies, the Board of Directors then unanimously determined that it was advisable, fair to and in the best interests of the Company and its stockholders to enter into the Merger Agreement and the Real Estate Purchase Agreement and the transactions contemplated thereby, including the Merger and the Real Estate Purchase.

        Late in the evening of April 15, 2018, the parties finalized the transaction documents and exchanged signature pages.

        The parties announced the execution of the Merger Agreement, the Real Estate Purchase Agreement, and the transactions contemplated thereby, including the Merger and the Real Estate Purchase, by issuing press releases on the morning of April 16, 2018.

        On April 27, 2018, the Company filed the requisite notification and report forms under the HSR Act with the Department of Justice and the Federal Trade Commission.

        On May 10, 2018, the Company engaged a financial advisor to undertake a sale process for the Company's Aruba Operations.

        On May 15, 2018, the window shop period expired. The Company did not receive any unsolicited acquisition proposals during such time. At 6 p.m., New York City time, on May 15, 2018, AEPC delivered the Written Consent, which approved the Merger Agreement and the Real Estate Purchase Agreement and the transactions contemplated thereby, including the Real Estate Purchase, which, together with the Aruba Disposition and the Insight Distribution contemplated by the Merger Agreement, may be deemed to constitute a sale of substantially all of the assets of the Company (the "Asset Sale"), to Parent and GLP. Thereafter, on the evening of May 15, 2018, the Company announced the expiration of the window shop period and the delivery of the Written Consent by AEPC pursuant to the terms of the Merger Agreement.

        On May 30, 2018, the waiting period with respect to the notification and report forms filed under the HSR Act expired.

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Structure of the Real Estate Purchase and the Merger

        On April 15, 2018, the Company entered into (i) the Real Estate Purchase Agreement with GLP, and (ii) the Merger Agreement with Parent, Merger Sub, and GLP, pursuant to which the Company has agreed to sell certain of its real property assets to GLP and its gaming and hotel operations to Parent for an aggregate consideration of approximately $1.85 billion in cash, which amount is subject to adjustment, including for certain tax sharing payments payable by the Company under the Disaffiliation Agreement.

        Subject to the terms of the Real Estate Purchase Agreement, the Company has agreed to sell the real property assets held by its subsidiaries, other than the real property assets located in Aruba and South Lake Tahoe, Nevada, to GLP for a purchase price of $1.21 billion. In connection with the Real Estate Purchase, GLP will assume the liabilities related to the real property assets that it is acquiring from the Company.

        Immediately following the Real Estate Purchase, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation in the Merger. Following the consummation of the Merger, the Company will be a wholly-owned subsidiary of Parent.

        If completed, the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, including the Real Estate Purchase and the Merger, will result in the change of control of the Company.

Reasons for the Real Estate Purchase and the Merger

        The Board of Directors, at a meeting held on April 15, 2018, unanimously approved and declared advisable the Merger Agreement and the Real Estate Purchase Agreement and the transactions contemplated thereby, including the Merger and the Real Estate Purchase, and that it was in the best interests of the Company's stockholders that the Company enter into the Merger Agreement, the Real Estate Purchase Agreement and consummate the Merger and the Asset Sale. The Board of Directors made its determination after consultation with its advisors and considering a number of factors.

        In reaching its determination, the Board of Directors consulted with the Company's management and its advisors and considered a number of potentially positive factors, including the following:

    Aggregate Consideration.  The Board of Directors considered the base purchase price of $1.85 billion and the Company's estimate that the aggregate amount to be received by the Company's stockholders after giving effect to certain adjustments, including adjustments related to taxes, and the tax allocation payment to be made to AEPC, but without taking into account any net proceeds associated with the Aruba Disposition, would be approximately $1.77 billion, which we refer to as the "Aggregate Consideration." In addition, the Board of Directors also considered that it had delegated all authority to the Special Committee with respect to the review and approval of estimates of the tax amounts that are adjustments to the Merger Consideration and the tax allocation payments that are payable by the Company to AEPC, in each case, pursuant to the terms of the Disaffiliation Agreement and the Merger Agreement. The Board of Directors considered the Aggregate Consideration as compared to (i) the Board of Director's estimate of the past, current and future value of the Company as a stand-alone entity and (ii) the multiple of EBITDA for the last twelve months implied by the Merger Consideration of approximately $1.77 billion. The Board of Directors noted that, based on an aggregate of 23,834,512 shares of Common Stock that are issued and outstanding, the per share consideration to be received by the holders of the Common Stock was estimated to be in excess of approximately $74.18 per share, as compared to the closing price of the Common Stock on April 13, 2018, the last trading day prior to the announcement of the transaction, which was $55.00.

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    338 Elections.  The Board of Directors also considered its belief that, after extensive negotiations with Parent and GLP relating to the terms of the Merger Agreement and the Real Estate Purchase Agreement, the Company had obtained the most favorable terms to which Parent and GLP were willing to agree and that the purchase price agreed to between the parties reflected, in part, the value that Parent and GLP were attributing to the step-up in the basis of the assets of the Company that they would receive in connection with the real property asset sale and the 338 Elections. As the Company is part of the federal income tax consolidated group of AEPC and its subsidiaries for the purposes of the Code, all taxable income attributable to the real property asset sale and the 338 Elections must be included on AEPC's consolidated federal income tax return. Accordingly, the Board of Directors considered this fact as well as the provisions of the existing Tax Allocation Agreement with AEPC in connection with its review of the Disaffiliation Agreement.

    Competition in Gaming Industry.  The Board of Directors discussed the competition that is being faced by regional gaming companies in the particular markets in which the Company currently operates.

    Aruba Disposition.  The Board of Directors considered the Company's obligations under the Merger Agreement to use its reasonable best efforts to cause the Aruba Operations to be distributed, transferred or disposed of by the Company prior to the completion of the Merger, noting that the net proceeds from any such disposition would increase the consideration payable to the Company's stockholders.

    Opinion of Jefferies.  The opinion of Jefferies to the Board of Directors to the effect that, as of April 13, 2018 and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its opinion, the Aggregate Consideration provided to Jefferies by the Company in the amount of $1.768 billion to be received by the holders of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, other than the Excluded Holders. Jefferies' opinion is described in further detail below under "The Real Estate Purchase and the Merger—Opinion of Jefferies LLC."

    Nature of Stockholder Base.  The Board of Directors considered the fact that, if not for the current transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement, AEPC could eventually decide to divest its holdings in the Company, and the possibility that any such sale could relate only to the shares of Common Stock held by AEPC, in lieu of a transaction in which all stockholders would be entitled to participate. While AEPC did not indicate it had any current plans to divest its position, the Board of Directors also considered that any such sale conducted by AEPC of its Common Stock could potentially impact the economic interests of the minority stockholders and may be detrimental or adversely impact the minority stockholders when compared to the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement. The Board of Directors considered that the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement provide that all stockholders benefit pro rata in the control premium to be paid for the Company.

    Support of AEPC.  The Board of Directors considered the support of AEPC, which controls approximately 83.9% of the aggregate voting power of the shares of Common Stock, as evidenced by AEPC's willingness to enter into the Voting Agreement, pursuant to which, and subject to the terms thereof, AEPC agreed to deliver the Written Consent. On May 15, 2018, AEPC delivered the Written Consent to Parent and GLP.

    Window Shop Period.  The Board of Directors considered that the Company had a thirty-day period in which to receive and respond to unsolicited acquisition proposals that may result in a

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      superior proposal, which we refer to as the window shop period. In connection with the negotiation of the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement, the Board of Directors required that the Company be given the flexibility necessary to respond to any acquisition proposals that may result in a superior proposal through the inclusion of the window shop period. The Board of Directors believed that the window shop period and the terms of the Merger Agreement provided ample opportunity for the Company to respond to any unsolicited third-party proposals, if any were received by the Company, that may be more favorable from a financial point of view to the Company's stockholders. The Company did not receive any unsolicited acquisition proposals during the window shop period.

    Likelihood of Completion of the Merger.  The Board of Directors reviewed the other terms of the Merger Agreement with its legal advisors and considered (i) that Parent's obligation to complete the Merger is not subject to any financing condition; (ii) the experience, reputation and financial capacity of Parent and GLP; and (iii) the limited conditions to the closing of the Merger and the fact that, in the view of the Board of Directors, it was likely that the conditions would be satisfied prior to the outside date specified in the Merger Agreement.

    Available Remedies.  The Board of Directors also negotiated for the right of the Company to seek specific performance to enforce Parent, Merger Sub and GLP's obligations under the Merger Agreement, including enforcing Parent's obligation to complete the Merger. In addition, the Board of Directors noted that the Company would be entitled to a reverse termination fee of $92.5 million payable by Parent and GLP in the event that the Merger Agreement were terminated for certain reasons, including, among other things, for failure to obtain the required approvals under the HSR Act or the requisite gaming approvals. The Board of Directors also considered that the Merger Agreement specifically provided that the Company may seek all available remedies at law or in equity.

        The Board of Directors also considered certain uncertainties, risks and potentially negative factors, including, but not limited to, the following:

    Change of Control; No Participation in Future Operations.  The Board of Directors considered that the transactions contemplated by the Merger Agreement, the Real Estate Purchase Agreement, and the transactions contemplated thereby, including the Merger and the Real Estate Purchase, would result in a change of control of the Company. The Board of Directors also considered that, after the completion of the Merger, the Company would no longer be a public company and its stockholders would no longer be able to participate in any future earnings or growth of the Company.

    Limitation on Alternative Proposals.  The Board of Directors evaluated the limitations under the Merger Agreement on initiating, soliciting, facilitating or knowingly encouraging any acquisition proposals and that the window shop period expired at the time that the Written Consent was delivered on May 15, 2018.

    Written Consent.  The Board of Directors considered the fact that, as a condition to entering into the Merger Agreement, Parent and GLP required that the Merger Agreement include a provision permitting Parent and GLP to terminate the Merger Agreement and be entitled to payment of the termination fee if AEPC failed to execute and deliver the Written Consent by the required delivery date.

    Conditions to Closing.  The Board of Directors considered the fact that, while the Company expected the Merger to be consummated, there could be no assurance that all conditions to the parties' obligations to complete the Merger would be satisfied or waived and that it was possible that the Merger may not be completed. The Board of Directors considered the risks associated

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      with obtaining the required third-party approvals, including the approvals under the HSR Act and the requisite gaming approvals.

    Risks Associated with the Announcement of the Merger.  The Board of Directors considered the fact that the announcement and pendency of the Merger, or the failure to complete the Merger, may cause harm to the Company's relationships with its employees, including that it may be more difficult to attract and retain key personnel, vendors and customers. The Board of Directors also considered that the announcement of the transaction may divert employees' attention away from the Company's day-to-day operations.

    Restriction on Operations of the Company's Business.  The Board of Directors took into account that, although the Company will continue to exercise control over its operations prior to the closing, the Merger Agreement prohibits the Company from taking certain actions relating to how the Company's business is conducted prior to the closing without the consent of Parent and GLP. As a result, the restrictions in the Merger Agreement may delay or prevent the Company from pursuing certain business opportunities that arise during the pendency of the Merger, whether or not the Merger is completed.

    Risks Associated with the Failure to Complete the Merger.  The Board of Directors noted the fact that, if the Merger is not completed, then the Company will have incurred significant risk, transaction expenses and opportunity costs, including disruption to the Company's existing operations, the failure to take advantage of potential growth or expansion of the Company's existing operations, the diversion of the attention of the Company's management and employees, and the potential of an increased level of employee attrition.

    Termination Fee.  The Board of Directors considered the possibility that the $92.5 million termination fee payable to Parent and GLP if the Board of Directors were to terminate the Merger Agreement as a result of a change of recommendation might have the effect of discouraging acquisition proposals.

    Interests of the Company's Directors and Officers.  The Board of Directors was aware of and considered the interests that the Company's directors and officers may have with respect to the Merger that differ from, or are in addition to, their interests as stockholders of the Company generally, as described in the section entitled "Interests of Certain Persons in Matters to be Acted Upon—Arrangements in Connection with a Change in Control."

        The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive but includes the material factors considered by the Board of Directors. In view of the complexity and wide variety of factors considered, the Board of Directors did not find it useful to and did not attempt to quantify, rank or otherwise assign weights to these factors. In addition, the Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, but rather the Board of Directors conducted an overall analysis of the factors described above, including discussions with the Company's management and the advisors to the Board of Directors. In considering the factors described above, individual members of the Board of Directors may have given different weights to different factors.

        After considering these factors, the Board of Directors concluded that the positive factors relating to the Merger Agreement, the Real Estate Purchase Agreement, the Merger and the Asset Sale outweighed the potential negative factors and declared the advisability of the Merger Agreement, the Real Estate Purchase Agreement, the Merger and the Asset Sale based upon the totality of the information presented to and considered by it.

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Certain Financial Projections

        The Company does not, as a matter of general practice, publicly disclose detailed internal projections of its future financial performance. The Company has, from time to time, as part of its ordinary course strategic and business planning efforts prepared forecasts and projections for internal use. Certain financial forecasts were provided by the Company's management to Jefferies (the "Financial Projections"), which Financial Projections were used and relied upon by Jefferies in connection with performing its financial analyses summarized under "The Real Estate Purchase and the Merger—Opinion of Jefferies LLC" beginning on page 35. The information in the Financial Projections that is set forth below with respect to Net Revenue and Adjusted EBITDA was also provided to Parent, GLP and certain of their respective representatives in connection with their due diligence review of the Company.

 
  Historical(a)   Projected(a)  
($ in millions)
  2015A   2016A   2017A   2018E   2019E   2020E(b)   2012E   2022E  

Net Revenue

  $ 802.6   $ 830.7   $ 881.6   $ 908.6   $ 917.5   $ 943.0   $ 956.0   $ 968.5  

Adjusted EBITDA(c)

  $ 141.9   $ 148.1   $ 185.5   $ 196.7   $ 196.6   $ 209.5   $ 214.0   $ 217.9  

Less: Depreciation and Amortization

                      (74.6 )   (74.2 )   (73.4 )   (76.2 )   (76.3 )

EBIT

                    $ 122.0   $ 122.4   $ 136.1   $ 137.8   $ 141.8  

Less: Cash Taxes

                      (22.2 )   (23.5 )   (26.4 )   (26.8 )   (27.7 )

Net Operating Profit After Taxes

                    $ 99.8   $ 98.9   $ 109.8   $ 110.9   $ 114.1  

Add: Depreciation and Amortization

                      74.6     74.2     73.4     76.2     76.3  

Less: Maintenance Capital Expenditure

                      (42.7 )   (60.0 )   (45.0 )   (45.0 )   (45.0 )

Less: Growth Capital Expenditure

                      (15.6 )   (30.0 )   (15.0 )   (15.0 )   (15.0 )

Unlevered Free Cash Flow(d)

                    $ 116.1   $ 83.1   $ 123.2   $ 127.2   $ 130.3  

(a)
Excludes the impact of the Company's Aruba Operations in all respects.

(b)
Assumes that legislation with respect to conducting land-based gaming is approved in Louisiana and that the Company's operations in Baton Rouge, Louisiana include land-based gaming operations commencing in 2020.

(c)
Adjusted EBITDA reflects the EBITDA for each of the Company's locations (other than the Aruba Operations) less management services and corporate expenses and, for the year ended December 31, 2017, excludes a one-time property tax credit related to the Company's Atlantic City operations.

(d)
Unlevered Free Cash Flow reflects net operating profit after taxes, plus depreciation and amortization, less maintenance capital expenditures and growth capital expenditures.

        The Financial Projections were not prepared with a view to public disclosure and are included in this information statement only because such Financial Projections were provided to Jefferies for use in connection with its financial analyses and were provided to Parent, GLP and certain of their respective representatives in connection with their due diligence review of the Company. The Financial Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States or the published guidelines of the SEC regarding projections and forward-looking statements. Neither the Company's independent registered public accounting firm, nor any other independent accountants, have audited, compiled, examined or performed any procedures with respect to the Financial Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and express no opinion on, the Financial Projections.

        The Financial Projections included in this information statement have been prepared by the Company's management and are subjective in many respects. Furthermore, except as described above,

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the Financial Projections do not take into account any circumstances or events occurring after the date they were prepared, including, but not limited to, the impact of two additional gaming operations in Atlantic City or any legislative changes with respect to sports betting, land-side gaming or video gaming operations in the markets in which the Company currently operates. The Financial Projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information. Although this summary of the Financial Projections is presented with numerical specificity, the projections reflect numerous variables, assumptions and estimates as to future events made by the Company's management that the Company's management believed were reasonable at the time the Financial Projections were prepared, taking into account the relevant information available to the Company's management at such time. However, such variables, assumptions and estimates are inherently uncertain and many are beyond the control of the Company's management. Because the Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Financial Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company's business, all of which are difficult to predict and many of which are beyond the Company's control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The Financial Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Financial Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in the Company's Form 10-K for the year ended December 31, 2017, that was filed with the SEC on February 28, 2018, the Company's Form 10-Q for the period ended March 31, 2018, that was filed with the SEC on May 2, 2018, and the other reports filed by the Company with the SEC.

        As a result, there can be no assurance that the Financial Projections will be realized, and actual results may be materially better or worse than those contained in the Financial Projections. The inclusion of this information should not be regarded as an indication that the Board of Directors, the Company, Jefferies, Parent, GLP or any of their respective representatives and affiliates or any other recipient of this information considered, or now considers, the Financial Projections to be predictive of actual future results.

        The Financial Projections are forward-looking statements. For information on factors that may cause the Company's future results to materially vary, see the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

        Except to the extent required by applicable federal securities laws, the Company does not intend, and expressly disclaims any responsibility, to update or otherwise revise the Financial Projections to reflect circumstances existing after the date when the Company's management prepared the Financial Projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Financial Projections are shown to be in error. By including in this document a summary of certain Financial Projections, neither the Company nor any of its representatives or advisors (including Jefferies) nor Parent, GLP or their respective representatives and affiliates makes any representation to any person regarding the ultimate performance of the Company or the surviving corporation compared to the information contained in such financial forecasts and should not be read to do so.

Board Approval and Recommendation

        Under Section 251 of the DGCL, the approval of the Board of Directors is required to approve and adopt the Merger Agreement and the Merger. In addition, Section 271 of the DGCL requires the Board of Directors to approve the Real Estate Purchase Agreement and the transactions contemplated

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thereby, including the Real Estate Purchase, which, together with the Aruba Disposition and the Insight Distribution contemplated by the Merger Agreement, may be deemed to constitute a sale of substantially all of the assets of the Company (the "Asset Sale"). The Board of Directors carefully reviewed and considered the terms and conditions of the Merger Agreement and the Real Estate Purchase Agreement and the transactions contemplated thereby, including the Merger and the Asset Sale. The Board of Directors unanimously (i) approved and declared advisable the Merger Agreement and the Real Estate Purchase Agreement, and the transactions contemplated thereby, including the Merger and the Real Estate Purchase, (ii) determined that the terms of the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Asset Sale, are fair to, and in the best interests of, the Company and its stockholders, (iii) directed that the Merger Agreement and the Real Estate Purchase Agreement be submitted to the stockholders of the Company and (iv) recommended that the stockholders of the Company adopt and approve the Merger Agreement, the Merger, the Real Estate Purchase Agreement and the Asset Sale.

        The closing of the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement is subject to receipt of the required approval of the Company's stockholders. Under Section 251 of the DGCL, the affirmative vote of a majority of the Common Stock outstanding and entitled to vote is required to adopt and approve the Merger Agreement and the Merger. In addition, under Section 271 of the DGCL, the affirmative vote of a majority of the Common Stock outstanding and entitled to vote is required to adopt and approve the Real Estate Purchase Agreement and the Asset Sale.

Required Stockholder Approval; Record Date

        Under Delaware law and the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the approval of the Company's stockholders may be provided by written consent of the stockholders holding a majority of the voting power of the outstanding shares of Common Stock. On May 15, 2018, after expiration of the Window Shop Period, AEPC, which is the record owner as of such date of shares of Common Stock representing approximately 83.9% of the total number of shares of Common Stock outstanding and entitled to vote on the adoption of the Merger Agreement and the Real Estate Purchase Agreement and approval of the Merger and the Asset Sale, delivered the Written Consent to the adoption and approval of the Merger Agreement, the Merger, the Real Estate Purchase Agreement and the Asset Sale. The Written Consent constituted adoption and approval of the Merger Agreement, the Merger, the Real Estate Purchase Agreement and the Asset Sale by the holders of the requisite number of shares of Common Stock of the Company in accordance with Sections 251 and 271 of the DGCL.

        As a result of the execution and delivery of the Written Consent, no further action by any stockholder of the Company is required under applicable law, the Company's organizational documents or the Merger Agreement or Real Estate Purchase Agreement to adopt and approve the Merger Agreement, the Merger, the Real Estate Purchase Agreement or the Asset Sale, and the Company is not soliciting your vote or consent to the adoption and approval of, the Merger Agreement, the Merger, the Real Estate Purchase Agreement or the Asset Sale. The Company will not call a meeting of stockholders for purposes of voting on these matters.

        When actions are taken by written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action to those stockholders who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting. This information statement shall constitute notice to you from the Company of stockholder action by less than unanimous written consent as required by Section 228(e) of the DGCL. As of May 15, 2018, the date on which the Written Consent was delivered to the Company by AEPC, which is the relevant date for the purposes of Section 228(e) of the DGCL, there were 23,834,512 shares of the Company's Common Stock outstanding and entitled to vote.

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        Under Section 262 of the DGCL, holders of shares of the Company's Common Stock who are entitled to appraisal rights must be provided a notice of appraisal rights. The record date for purposes of determining the stockholders entitled to receive the notice of appraisal rights is June 22, 2018. As of June 22, 2018, there were 23,834,512 shares of the Company's Common Stock outstanding.

        Stockholders who wish to exercise appraisal rights must make a written demand for appraisal on or prior to July 19, 2018, which is the date that is twenty (20) days following the mailing of this information statement, and otherwise comply precisely with the procedures set forth in Section 262 of the DGCL for perfecting appraisal rights. For a summary of these procedures, see "Appraisal Rights" beginning on page 78. A copy of Section 262 of the DGCL is attached to this information statement as Annex C. If you hold your shares of Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise your appraisal rights, you should consult with your bank, brokerage firm, trust or other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee.

        Because this information statement constitutes both notice to stockholders of the action by written consent and notice to stockholders of the availability of appraisal rights, this information statement will be sent to record holders of the Company's Common Stock as of both May 15, 2018 and as of June 22, 2018.

Treatment of Company Stock Awards

        There are no outstanding options or other rights to acquire from the Company, and no obligation of the Company to issue, any shares of Common Stock or other voting securities of the Company. Accordingly, there will be no vesting or conversion of stock or stock-based awards issued by the Company as a result of the Merger.

Financing of the Transaction

        GLP and Parent estimate that the total amount of funds necessary to complete the Real Estate Purchase, the Merger and the other transactions contemplated by the Real Estate Purchase Agreement and Merger Agreement will be approximately $1.91 billion, which will be funded through a combination of Parent's debt financing under the debt commitment letter described below, GLP's currently available financing, and Parent's and GLP's cash and cash equivalents on hand at closing. This amount includes the funds needed to, as applicable, (i) pay the Company's stockholders a portion of the amounts due to them under the Merger Agreement, (ii) pay the Company for the acquisition of the real property assets pursuant to the Real Estate Purchase Agreement, and (iii) pay related fees and expenses. In addition, in the event the Company has insufficient cash on hand to discharge outstanding indebtedness under the Company's existing credit facility on or prior to Closing, Parent may extend an unsecured loan to the Company in the amount of the shortfall so that the Company has a sufficient amount of cash on hand to discharge the indebtedness in accordance with the Merger Agreement.

        On April 15, 2018, in connection with its execution of the Merger Agreement, Parent entered into a Commitment Letter with JPMorgan Chase Bank, N.A., as Lender, pursuant to which Lender has agreed to provide, subject to the terms and conditions of the Commitment Letter, the Bridge Facility in an amount up to $600 million for the purpose of providing a portion of the financing necessary to (i) fund the consideration to be paid by Parent pursuant to the terms of the Merger Agreement, (ii) pay the related fees and expenses and (iii) discharge outstanding indebtedness under the Company's existing credit facility. The financing to be provided by Lender under the Commitment Letter is contingent on the satisfaction of certain customary conditions, including, among others, the material accuracy of the Company's material representations and customary fundamental representations, limitations on modifications to acquisition documents and the purchase price, the provision of a solvency certificate by Parent and satisfaction of all conditions to the closing of the Merger.

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        The transactions contemplated by the Real Estate Purchase Agreement and Merger Agreement are not conditioned upon GLP or Parent obtaining financing.

Opinion of Jefferies LLC

        On April 11, 2018, the Company entered into an engagement letter with Jefferies to render an opinion as to the fairness, from a financial point of view, to the holders of the Common Stock, other than the Excluded Holders, of the consideration to be paid in a possible sale, disposition or other business transaction or series of transactions involving all or a material portion of its equity or assets of one or more entities comprising the Company, including in connection with the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Real Estate Purchase. Pursuant to the Merger Agreement, the outstanding shares of Common Stock will be converted into the right to receive cash consideration in an aggregate amount that will be determined according to a formula set forth in the Merger Agreement, which we refer to as the "Aggregate Consideration," that is based upon the base purchase price of $1.85 billion and is subject to certain adjustments to be determined prior to the closing of the Merger. For purposes of Jefferies' analysis and opinion, the Company directed Jefferies to assume that the Aggregate Consideration, as adjusted and calculated in accordance with the Merger Agreement, would be an amount equal to $1.768 billion in cash.

        At the meeting of the Board of Directors on April 13, 2018, Jefferies rendered its opinion to the Board of Directors to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its opinion, the Aggregate Consideration to be received by the holders of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, other than the Excluded Holders. The Company encourages you to read carefully and in its entirety the full text of Jefferies' written opinion attached as Annex B to this information statement, which is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Jefferies, as of the date of such opinion.

        The full text of the written opinion of Jefferies, dated as of April 13, 2018, to the Board of Directors is attached as Annex B to this information statement. Jefferies' opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. The Company encourages you to read Jefferies' opinion carefully and in its entirety. Jefferies' opinion was directed to the Board of Directors (in its capacity as such) and addresses only the fairness, from a financial point of view and as of the date of the opinion, to the holders of shares of Common Stock, other than the Excluded Holders, of the Aggregate Consideration to be received by holders of shares of Common Stock pursuant to the Merger Agreement. It does not address the relative merits of the Merger and the Real Estate Purchase as compared to any alternative transaction or opportunity that might be available to the Company, nor does it address the underlying business decision by the Company to engage in the Merger and the Real Estate Purchase or the terms of the Merger Agreement, the Real Estate Purchase Agreement or the documents referred to therein. Jefferies' opinion did not constitute a recommendation as to how or whether any holder of shares of Common Stock should consent, vote or act with respect to the Merger, the Real Estate Purchase or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

        In arriving at its opinion, Jefferies, among other things:

    reviewed drafts dated April 13, 2018 of the Merger Agreement and the Real Estate Purchase Agreement;

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    reviewed certain publicly available financial and other information about the Company;

    reviewed certain information furnished to Jefferies by management of the Company, including financial forecasts and analyses, relating to the business, operations and prospects of the Company, and also including the Financial Projections referred to in "The Real Estate Purchase and the Merger—Certain Financial Projections" beginning on page 31;

    held discussions with members of senior management of the Company concerning the matters described in the second and third bullets above;

    reviewed the share trading price history and valuation multiples for the Common Stock and compared them with those of certain publicly traded companies that Jefferies deemed relevant;

    compared the proposed financial terms of the Merger with the financial terms of certain other transactions that Jefferies deemed relevant; and

    conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.

        In Jefferies' review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by the Company or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the Company's management that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, the Company, nor was Jefferies furnished with any such evaluations or appraisals of such physical inspections, nor did Jefferies assume any responsibility to obtain any such evaluations or appraisals.

        With respect to the financial forecasts provided to and examined by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. The Company informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the Company's management as to the future financial performance of the Company. Jefferies expressed no opinion as to the Company's financial forecasts or the assumptions on which they were made.

        Jefferies' opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies' opinion of which Jefferies became aware after the date of its opinion, or to update its opinion in the event the Aggregate Consideration is materially different than the amount the Company directed Jefferies to assume.

        Jefferies made no independent investigation of any legal or accounting matters affecting the Company, and Jefferies assumed the correctness in all respects material to Jefferies' analysis of all legal and accounting advice given to the Company and the Board of Directors, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to the Company and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the Merger to any holder of Common Stock. Jefferies assumed that the final forms of the Merger Agreement and the Real Estate Purchase Agreement would be substantially similar to the last drafts reviewed by it. Jefferies also assumed that the Merger and the Real Estate Purchase would be consummated in accordance with the terms of the Merger Agreement and the Real Estate Purchase Agreement, respectively, without waiver, modification

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or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements, and that in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Merger and the Real Estate Purchase, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger or the Real Estate Purchase. At the Company's direction, Jefferies further assumed that there would not be any adjustments to the Aggregate Consideration provided to Jefferies by the Company in the amount of $1.768 billion that would be material in any respect to Jefferies' analysis or opinion, and Jefferies' opinion did not address any adjustments to the Aggregate Consideration pursuant to the Merger Agreement.

        In addition, Jefferies was not requested to and did not provide advice concerning the structure, the specific amount of the Aggregate Consideration, any other aspects of the Merger or any aspect of the Real Estate Purchase, or to provide services other than the delivery of its opinion. Jefferies was not authorized to and did not solicit any expressions of interest from any parties with respect to the sale of all or any part of the Company or any other alternative transaction. Jefferies did not participate in negotiations with respect to the terms of the Merger or the Real Estate Purchase or related transactions.

        Jefferies' opinion was for the use and benefit of the Board of Directors (in its capacity as such) in its consideration of the Merger, and Jefferies' opinion did not address the relative merits of the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company to engage in the Merger and the Real Estate Purchase or the terms of the Merger Agreement, the Real Estate Purchase Agreement or the documents referred to therein. Jefferies' opinion did not constitute a recommendation as to how or whether any holder of shares of Common Stock should consent, vote or act with respect to the Merger, the Real Estate Purchase or any matter related thereto. In addition, Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company, other than the fairness from a financial point of view to the holders of shares of Common Stock, other than the Excluded Holders, of the Aggregate Consideration to be received by holders of shares of Common Stock pursuant to the Merger Agreement. Jefferies expressed no opinion as to the price at which shares of Common Stock will trade at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable or to be received by any of the Company's officers, directors or employees, or any class of such persons, in connection with the Merger or the Real Estate Purchase relative to the Aggregate Consideration or otherwise. Jefferies' opinion was authorized by the Fairness Committee of Jefferies.

        In connection with rendering its opinion, Jefferies performed a variety of financial and comparative analyses, which are summarized below. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the TEI selected public companies analysis and the selected transactions analysis, in each case as summarized below, no company or transaction used as a comparison was identical or directly comparable to Company or the Merger. These analyses necessarily involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies or transactions concerned.

        Jefferies believes that its analyses and the summary below must be considered as a whole. Considering any portion of Jefferies' analyses or the factors considered by Jefferies or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying the conclusion expressed in Jefferies' analyses and opinion. In addition, Jefferies may have given

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various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that implied reference ranges resulting from any particular analysis described below should not be taken to be Jefferies' view of the Company's actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies' own experience and judgment.

        In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond the Company's and Jefferies' control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies or securities actually may be sold or acquired. Accordingly, the estimates used in, and the range of the valuations resulting from, any particular analysis described below are inherently subject to substantial uncertainty. The analyses performed were prepared solely as part of Jefferies' analysis of the fairness, from a financial point of view, to the holders of shares of Common Stock, other than the Excluded Holders, of the Aggregate Consideration to be received by holders of shares of Common Stock pursuant to the Merger Agreement, and were provided to the Board of Directors in connection with the delivery of Jefferies' opinion.

        The following is a summary of the material financial analyses performed by Jefferies in connection with Jefferies' delivery of its opinion and presentation to the Board of Directors at its meeting on April 13, 2018. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies' financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies' financial analyses. The following summary does not purport to be a complete description of the financial analyses performed by Jefferies and factors considered in connection with Jefferies' opinion. The financial analyses summarized below were based upon historical financial information and financial forecasts provided by the Company's management that excluded the Aruba Operations. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 12, 2018, and is not necessarily indicative of current or future market conditions.

Transaction Overview

        For purposes of its opinion, the Company directed Jefferies to assume for purposes of its analysis and opinion that the Aggregate Consideration would be an amount equal to $1.768 billion in cash. After adding debt and subtracting cash and cash equivalents, each as provided by the Company's management, Jefferies noted that the Aggregate Consideration provided to it by the Company in the amount of $1.768 billion implied an enterprise value for the Company of approximately $1.802 billion (the "Implied Enterprise Value").

Selected Public Companies Analysis

        Jefferies reviewed publicly available financial and stock market information of the following six public regional gaming companies (the "Regional Gaming Companies") that Jefferies in its professional judgment considered generally relevant to the Company for purposes of its financial analyses, and compared such information with similar financial data of the Company provided by the Company's management to Jefferies:

    Boyd Gaming Corporation,

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    Churchill Downs Incorporated,

    Eldorado Resorts, Inc. (Parent),

    Golden Entertainment, Inc.,

    Monarch Casino & Resort, Inc., and

    Red Rock Resorts, Inc.

        Jefferies also reviewed, as additional public market information, publicly available financial and stock market information of the following four public destination gaming companies (the "Destination Gaming Companies" and, collectively with the Regional Gaming Companies, the "TEI selected public companies") that Jefferies in its professional judgment considered generally relevant to the Company for purposes of its financial analyses, and compared such information with similar financial data of the Company provided by the Company's management to Jefferies:

    Caesars Entertainment Corporation,

    Las Vegas Sands Corp.,

    MGM Resorts International, and

    Wynn Resorts, Limited

        In its analysis, Jefferies derived multiples for each of the Company selected public companies calculated as the enterprise value, defined as the equity value based on the closing stock price on April 12, 2018, plus indebtedness, preferred stock and non-controlling interests (as applicable) less cash and marketable securities, divided by estimated earnings before interest, taxes, depreciation and amortization, and, where applicable, excluding stock-based compensation and non-recurring items, and in the case of the Company (other than the Aruba Operations), excluding management services and corporate expenses, or Adjusted EBITDA, in each case, for:

    calendar year 2017, which is referred to below as "EV/2017A Adj. EBITDA",

    calendar year 2018, which is referred to below as "EV/2018E Adj. EBITDA" and

    calendar year 2019, which is referred to below as "EV/2019E Adj. EBITDA".

        Estimated financial information of the TEI selected public companies was based on publicly available research analysts' estimates. The Company's fully diluted shares count was provided by the Company's management to Jefferies.

        This analysis indicated the following:


TEI Selected Public Companies Multiples

Benchmark
  High   Low   Median  

Regional Gaming Companies

                   

EV/2017A Adj. EBITDA

    13.8x     8.7x     12.5x  

EV/2018E Adj. EBITDA

    13.5x     8.6x     11.3x  

EV/2019E Adj. EBITDA

    12.1x     8.0x     9.9x  

Destination Gaming Companies

                   

EV/2017A Adj. EBITDA

    17.3x     10.9x     12.7x  

EV/2018E Adj. EBITDA

    14.5x     10.2x     12.0x  

EV/2019E Adj. EBITDA

    13.3x     9.1x     10.8x  

        For the combined TEI selected public companies this analysis also indicated that the median multiple for EV/2017A Adj. EBITDA was 12.5x, for EV/2018E Adj. EBITDA was 11.3x and for EV/2019E Adj. EBITDA was 9.9x.

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        Using the reference ranges for the benchmarks set forth below, which ranges were selected by Jefferies in its professional judgment, and the Company's Adjusted EBITDA, for calendar year 2017, 2018 and 2019, as provided by the Company's management, Jefferies determined total enterprise value ranges for the Company, as compared, in each case, to the Implied Enterprise Value, as of April 12, 2018, of approximately $1.802 billion.

Benchmark
  Multiple Range   Implied Enterprise Value
Reference Range
(Dollar values in billions)

EV/2017A Adj. EBITDA

  8.9x - 12.5x   $1.651 - $2.319

EV/2018E Adj. EBITDA

  8.7x - 11.3x   $1.711 - $2.223

EV/2019E Adj. EBITDA

  8.1x - 9.9x   $1.592 - $1.946

        None of the Company selected public companies are identical to the Company. In evaluating the TEI selected public companies, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company's and Jefferies' control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using the TEI selected public companies' data.

Selected Transactions Analysis

        Jefferies reviewed, among other things, financial data to the extent available relating to 12 selected transactions in the gaming sector announced since May 2012 listed below that Jefferies in its professional judgment considered generally relevant to the Company for the purposes of its financial analyses, which we refer to as the "selected transactions".

Month and Year Announced
  Acquiror   Target(s)
April 2018   MGM Growth Properties LLC   Northfield Park Associates, LLC (Hard Rock Rocksino Northfield Park)

February 2018

 

Churchill Downs Incorporated

 

Presque Isle Downs & Casino and Lady Luck Casino

December 2017

 

Boyd Gaming Corporation

 

Valley Forge Casino Resort

November 2017

 

Caesars Entertainment Corporation

 

Centaur Holdings, LLC

June 2017

 

Golden Entertainment, Inc.

 

American Casino & Entertainment Properties LLC

September 2016

 

Eldorado Resorts, Inc. (Parent)

 

Isle of Capri Casinos, Inc.

August 2016

 

Z Capital Partners, L.L.C.

 

Affinity Gaming

May 2016

 

MGM Resorts International

 

Borgata Hotel Casino & Spa

May 2016

 

Red Rock Resorts, Inc.

 

Palms Casino Resort

December 2015

 

Gaming and Leisure Properties, Inc., the parent of GLP

 

The Meadows Racetrack and Casino

August 2013

 

Pinnacle Entertainment, Inc.

 

Ameristar Casinos, Inc.

May 2012

 

Boyd Gaming Corporation

 

Peninsula Gaming, LLC

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        In its analysis, Jefferies derived multiples for each of the selected transactions, calculated as the enterprise value divided by each target company's last twelve months ("LTM") Adjusted EBITDA prior to announcement ("EV/LTM Adjusted EBITDA").

        This analysis indicated the following:


Selected Transactions Multiples

Benchmark
  High   Low   Median  

EV/LTM Adjusted EBITDA

    12.1x     7.0x     8.4x  

        Using the reference ranges for the benchmarks set forth below, which ranges were selected by Jefferies in its professional judgment, and the Company's estimated Adjusted EBITDA for the twelve month period ending December 31, 2017, provided by the Company's management, Jefferies determined implied enterprise values for the Company as set forth below, as compared to the Implied Enterprise Value, as of April 12, 2018, of approximately $1.802 billion.

Benchmark
  Multiple Range   Implied Enterprise Value
Reference Range
(Dollar values in billions)

Transaction Value/LTM Revenue

  8.0x - 10.0x   $1.484 - $1.855

        No transaction selected by Jefferies for its analysis is identical to the Merger. In evaluating the Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company's and Jefferies' control. Mathematical analysis, such as determining the median, is not in itself a meaningful method of analyzing transaction data.

Discounted Cash Flow Analysis

        Jefferies performed a discounted cash flow analysis to estimate the present value as of December 31, 2017 of the Company's unlevered free cash flows through the fiscal year ending 2022 using financial forecasts provided by the Company's management. The terminal value of the Company was calculated by applying to the Company's calendar year ending December 31, 2023 estimated Adjusted EBITDA provided by the Company's management a range of multiples of 8.0x to 10.0x. The present values of the free cash flows and the terminal value of the Company were then calculated using discount rates ranging from 7.0% to 9.0%, which were based on the estimated weighted average cost of capital for the Company. This analysis indicated an implied enterprise value reference range for the Company of $1.573 billion to $2.021 billion, compared to the Implied Enterprise Value as of April 12, 2018, of approximately $1.802 billion.

        Jefferies also performed a discounted cash flow analysis in which the terminal value of the Company was calculated by using perpetuity growth rates of the Company's estimated free cash flow in fiscal year 2022, as provided by the Company's management, ranging from 0% to 1.0%, which range was selected by Jefferies in its professional judgment. The present values of the free cash flows and the terminal value of the Company were then calculated using discount rates ranging from 7.0% to 9.0%, which were based on the estimated weighted average cost of capital for the Company. This analysis indicated an implied enterprise value reference range for the Company of $1.368 billion to $2.0 billion, compared to the Implied Enterprise Value as of April 12, 2018, of approximately $1.802 billion.

Additional Information

        Jefferies also noted, for informational purposes only, that, based on the fully diluted share count of 23,834,512 shares of Common Stock as of April 10, 2018, which was provided by the Company's

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management, the Aggregate Consideration represented a per share consideration of $74.18, and an implied premium of approximately 34.9% over the closing sale price per share of Common Stock on the OTCQB Market at the close of business on April 12, 2018, the day before the meeting of the Board of Directors at which Jefferies delivered its opinion.

General

        Jefferies was selected by the Company based on Jefferies' qualifications, expertise and reputation. Jefferies is an internationally recognized investment banking and advisory firm. Jefferies, as part of its investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

        On April 11, 2018, the Company entered into an engagement letter with Jefferies to render an opinion as to the fairness, from a financial point of view, to the holders of Common Stock, other than the Excluded Holders, of the consideration to be paid in a possible sale, disposition or other business transaction or series of transactions involving all or a material portion of its equity or assets of one or more entities comprising the Company, including in connection with the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Real Estate Purchase. In connection with the delivery of Jefferies' opinion, the Company has agreed to pay Jefferies a customary fee, which was payable upon delivery of Jefferies' opinion (regardless of the conclusion reached therein). The Company has also agreed to reimburse Jefferies for certain of its reasonable expenses incurred and to indemnify Jefferies against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement. In the past, Jefferies has provided financing services to the Company and/or its affiliates, and may continue to do so and may receive fees for the rendering of such services. In the past, Jefferies has provided financing services to an affiliate of AEPC, and may continue to do so and has received, and may receive, fees for the rendering of such services. During the two years prior to the date of its opinion, Jefferies received fees from an affiliate of AEPC in the aggregate amount of approximately $5 million, and did not receive any fees for the rendering of financing or financial advisory services to the Company (other than in connection with the delivery of its opinion), Parent or GLPI. Jefferies maintains a market in the securities of the Company, and in the ordinary course of its business, Jefferies and its affiliates may trade or hold securities of the Company, AEPC, Parent, GLPI and/or their respective affiliates for Jefferies' own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In addition, Jefferies may seek to, in the future, provide financial advisory and financing services to the Company, AEPC, Parent, GLPI or entities that are affiliated with the Company, AEPC, Parent or GLPI, for which Jefferies would expect to receive compensation.

Interest of Certain Persons in Matters to Be Acted Upon

        In considering our Board of Directors recommendations with respect to the Real Estate Purchase and the Merger, you should be aware that the Company's officers and directors might have interests in the Real Estate Purchase and the Merger that may be different from, or in addition to, the interests of the Company's stockholders generally. These additional interests are described below and under "Arrangements in Connection with a Change in Control." The Board of Directors was aware of these interests and considered them, among other matters, when it approved the Real Estate Purchase Agreement and the Merger Agreement, and the transactions contemplated thereby, including the Real Estate Purchase and the Merger.

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Insight Portfolio Group LLC

        Insight Portfolio Group LLC ("Insight Portfolio Group") is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating rates with a wide range of suppliers of goods, services and tangible and intangible property. The Company along with a number of other entities with which Mr. Icahn has a relationship acquired a minority equity interest in Insight Portfolio Group and has agreed to pay a portion of Insight Portfolio Group's operating expenses. The Company may purchase a variety of goods and services as a member of the buying group at prices and on terms that the Company believes are more favorable than those which would be achieved on a stand-alone basis. Commencing in the second quarter of 2016, Ms. Glebocki serves on the Board of Directors of Insight Portfolio Group. In 2017, the Company paid approximately $220,000 to Insight Portfolio Group. Prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, the Company will take all actions necessary to terminate its relationship with Insight Portfolio Group by distributing its interest in Insight Portfolio Group to AEPC or otherwise disposing of such interest.

Directors' and Officers' Indemnification and Insurance

        The Merger Agreement provides that for six (6) years from and after the Effective Time, Parent will maintain in effect directors' and officers' liability insurance and fiduciary liability insurance coverage for events occurring prior to the closing of the Merger (the "Closing") covering those persons that are directors and officers of the Company as of the date of the Merger Agreement and as of the Closing. The insurance coverage must be on terms substantially equivalent to and no less favorable in the aggregate than the existing directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company or, if no such insurance coverage is available, the best coverage that is then available; provided, however, that Parent will not be required to pay an annual premium in excess of 300% of the last annual premium paid by the Company prior to the date of the Merger Agreement.

        Pursuant to the terms of the Merger Agreement, the foregoing insurance requirement has been deemed satisfied as a result of the Company's purchase of prepaid "tail" policies which provide coverage to directors and officers of the Company for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the Merger Agreement or the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement. Parent has no obligation to duplicate this insurance coverage.

        The Merger Agreement provides that, following the Effective Time, Parent will cause the surviving corporation to indemnify, defend and hold harmless all past and present directors and officers of the Company or any of the Company's subsidiaries to the fullest extent provided in the Company's charter, Bylaws or similar organizational documents of any subsidiary of the Company or any indemnification contract of the Company or any of its subsidiaries in effect as of the date of the Merger Agreement, for actions or omissions occurring at or prior to the Effective Time, including in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement and the Real Estate Purchase Agreement.

Disaffiliation Agreement

        The Real Estate Purchase will be a taxable transaction that is expected to generate a material amount of taxable income for the Company that will be included on the consolidated federal income tax return with respect to which AEPC is the common parent. Pursuant to Section 5(c) of the Disaffiliation Agreement, AEPC will be entitled to receive a tax sharing payment from the Company in an amount equal to the estimated federal income taxes that the Company would pay on a stand-alone basis in respect of the income expected to result from or be attributable to the Real Estate Purchase pursuant to the terms of the Real Estate Purchase Agreement. This payment will be estimated based

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on the methodology set forth in the Disaffiliation Agreement. The amount of such payment is the Real Estate Purchase Tax Amount (as defined in the Merger Agreement) and will reduce the Merger Consideration. This payment to be made under the Disaffiliation Agreement would have, but for the execution of the Disaffiliation Agreement, been made under the Tax Allocation Agreement. For additional information regarding these payments and estimates, please see the detailed explanation of the Disaffiliation Agreement, beginning on page 72. The Disaffiliation Agreement was approved by the Special Committee and the Board of Directors has delegated all authority to the Special Committee with respect to the review and approval of estimates of the tax amounts that are adjustments to the Merger Consideration and the tax sharing payments that are payable by the Company, in each case, pursuant to the terms of the Disaffiliation Agreement.

Arrangements in Connection with a Change in Control

Change in Control and Severance Plan

        On April 15, 2018, in connection with the Merger, the compensation committee of the Company's Board of Directors (the "Compensation Committee") approved the Tropicana Entertainment Inc. Change in Control and Severance Plan (the "CIC Plan"). The CIC Plan is intended to provide assurances of specified benefits to designated employees of the Company in the event their employment is involuntarily terminated following a Change in Control (as defined below) of the Company.

        The CIC Plan applies to certain members of management and other highly compensated employees of the Company or any subsidiary of the Company ("Eligible Employees") who are designated as eligible to participate in the CIC Plan by the Administrator (as defined in the CIC Plan) and have timely and properly executed and delivered a Participation Agreement (as defined in the CIC Plan) to the Company. Each of our named executive officers and certain other senior executives are Eligible Employees under the CIC Plan. Our "named executive officers" are determined in accordance with the SEC rules. Under these rules, Mr. Rodio, Ms. Glebocki and Mr. Murtha are our named executive officers.

        The Severance Benefits (as defined below) and other payments provided under the CIC Plan are double trigger and payable only if, during the twenty-four (24) months following the consummation of a Change in Control (the "Change in Control Period"), an Eligible Employee's employment with the Company is terminated by the Eligible Employee for Good Reason (as defined below), or by the Company or a subsidiary of the Company without Cause (as defined below) (a termination without Cause or for Good Reason, an "Involuntary Termination"). In addition, the Severance Benefits are subject to the Eligible Employee's compliance with certain restrictive covenants.

        If consummated, the Merger would constitute a Change in Control (as defined under the CIC Plan), and Eligible Employees, including our named executive officers, would be entitled to receive the applicable Severance Benefits if they are subject to an Involuntary Termination during the twenty-four (24) months following the Closing and otherwise comply with the terms and conditions of the CIC Plan.

        Under the CIC Plan, "Good Reason" means the occurrence, without an Eligible Employee's consent, of any of the following:

    the assignment of duties or responsibilities to the Eligible Employee that reflect a diminution of the Eligible Employee's position with the Company, including change in title or reporting lines;

    a reduction by the Company in the Eligible Employee's Base Pay (as defined below) or incentive compensation opportunity, or any material reduction in any Company employee benefit plans under which the Eligible Employee is entitled to receive benefits;

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    a relocation of the Eligible Employee's principal place of employment to a location more than fifty (50) miles from that Eligible Employee's work place as of the Effective Date at either the Company's current offices in Atlantic City, New Jersey or Las Vegas, Nevada; or

    any material breach by the Company of its obligations under the CIC Plan or the Participation Agreement.

        The Eligible Employee must provide the Company written notice of the acts or omissions constituting the grounds for "Good Reason" within thirty (30) calendar days of the initial existence of the grounds for "Good Reason" and a reasonable cure period of thirty (30) calendar days following the date of written notice (the "Cure Period"), and if the grounds have not been cured during the Cure Period, the Eligible Employee must resign his or her employment within the thirty (30) calendar days following the end of the Cure Period.

        Under the CIC Plan, "Cause" means, with respect to an Eligible Employee, the occurrence of any of the following:

    willful failure of an employee to perform substantially his/her duties (other than any such failure resulting from incapacity due to disability);

    commission of, or indictment for, a felony or any crime involving fraud or embezzlement or dishonesty or conviction of, or plea of guilty or nolo contendere to a crime or misdemeanor (other than a traffic violation) punishable by imprisonment under federal, state or local law;

    engagement in an act of fraud or other act of willful dishonesty or misconduct, towards the Company or any of its Related Companies (as defined in the CIC Plan), or detrimental to the Company or any of its Related Companies, or in the performance of the Eligible Employee's duties;

    negligence in the performance of employment duties that has a material detrimental effect on the Company or any of its Related Companies;

    violation of a federal or state securities law or regulation;

    the use of a controlled substance without a prescription or the use of alcohol which, in each case, significantly impairs the Eligible Employee's ability to carry out his or her duties and responsibilities;

    material violation of the policies and procedures of the Company or any of its Related Companies;

    embezzlement and/or misappropriation of property of the Company or any of its Related Companies;

    suspension, revocation or other loss of a gaming license or registration required as a condition of employment;

    conduct involving any immoral acts which is reasonably likely to impair the reputation of the Company or any of its Related Companies; or

    material breach of the restrictive covenants set forth in the CIC Plan after written notice of such breach and failure by the Eligible Employee to cure such breach within 10 business days; provided, however, that no such notice of, nor opportunity to cure, such breach shall be required hereunder if the breach cannot be cured by the Eligible Employee.

        If an Eligible Employee is subject to an Involuntary Termination during the Change in Control Period, then subject to the Eligible Employee's compliance with the terms and conditions of the CIC Plan, the Eligible Employee will be entitled to receive (i) his or her base salary (excluding commissions,

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bonuses, incentive compensation and benefits under applicable benefits plan) earned but unpaid through the date of termination ("Base Pay"), any unused accrued paid time off in accordance with the applicable Company paid-time-off policy, any unreimbursed expenses in accordance with the Company's expense reimbursement policy, and any accrued and vested rights or benefits under any Company sponsored employee benefits plans payable in accordance with the terms and conditions of such plans (collectively, the "Accrued Benefits") and (ii) a cash payment (the "Severance Benefit") in an amount set forth in the Eligible Employee's Participation Agreement, payable in a lump sum on the Company's first payroll date following the 60th day after the date of the Involuntary Termination. The Severance Benefit will be reduced (offset) by any amounts payable (i) under any statutory entitlement, and (ii) pursuant to any agreement between the Eligible Employee and the Company or any of its Affiliates. Mr. Rodio, Ms. Glebocki and Mr. Murtha have been awarded potential Severance Benefits in the amount of $3,500,000, $900,000, and $850,000, respectively. Potential Severance Benefits in the amount of $1,500,000 in the aggregate have been awarded to Eligible Employees (including our named executive officers) under the CIC Plan.

        In order to receive the Severance Benefit, the Eligible Employee must execute a separation and release of claims agreement and comply with certain confidentiality and non-disparagement covenants, and during the restricted period applicable to each such Eligible Employee, non-solicitation and non-competition covenants. Mr. Rodio, Ms. Glebocki and Mr. Murtha have each agreed to restricted periods of twelve (12) months.

        To the extent that any payment or distribution of any type to or for the benefit of an Eligible Employee, whether paid or payable or distributed or distributable pursuant to the terms of the CIC Plan or otherwise (the "Payments") constitutes a "parachute payment" (within the meaning of Section 280G of the Code), such Payments will be subject to a "best net" set of calculations. Under the best net calculations, the Eligible Employee will either receive all such Payments subject to the applicable excise tax imposed under Section 4999 of the Code (the "Excise Tax"), and will pay his or her own Excise Tax on such Payments, or the Payments will be reduced so that the Excise Tax does not apply, whichever approach yields the best after-tax outcome, taking into account all applicable federal, state, and local taxes, for the Eligible Employee.

        Subject to the terms of the CIC Plan, effective as of April 15, 2018, but contingent upon the occurrence of the Change in Control, the CIC Plan supersedes the Severance Pay Plan, or any other severance or termination plan, policy or practice of the Company or any of its Affiliates that would otherwise apply under the circumstances described in the CIC Plan to such Eligible Employee.

        The CIC Plan will automatically terminate on January 1, 2020, unless (i) a Change in Control has been consummated or (ii) a Potential Change in Control (as defined below) is pending. In the event that, on the Outside Date, (a) a Change in Control occurs, or (b) the Company enters into a definitive agreement which, if consummated, would result in a Change in Control ("Potential Change in Control"), and such Potential Change in Control results in a Change in Control, the CIC Plan will terminate automatically upon the completion of all payments (if any) under the terms of the CIC Plan.

        Potential payments in connection with a Change in Control under the CIC Plan are estimated in the table below captioned "Golden Parachute Compensation."

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Performance Incentive Plan

        In connection with the Merger, the Compensation Committee approved the following actions with respect to outstanding awards granted under the Tropicana Entertainment Inc. 2016 Performance Incentive Plan (the "Incentive Plan"):

2018 MIP and 2018 LTIP Cycle

        With respect to the 2018 Management Incentive Plan (the "2018 MIP"), the incentive compensation payable (as determined by the Compensation Committee, after consultation with Parent and consistent with the terms of the 2018 MIP), will be paid by the Company in the ordinary course of business, consistent with past practice, but in no case later than March 15, 2019.

        Awards under the 2018 MIP will be awarded, subject to the achievement of Company financial performance goals and individual performance ratings, as determined by the Compensation Committee, taking into account the Company's annual business plan. The Company has selected an adjusted EBITDA target for the Company financial performance goal under the 2018 MIP. The actual incentive compensation that may be earned by a named executive officer will be based on a combination of factors, including his or her base salary and target bonus percentage of annual base salary, set by the Compensation Committee. No award will be payable if the Company achieves less than 87% of the financial performance target. If the Company achieves 117% or more of the financial performance target, the maximum potential payout will be 150% of the target payout amount.

        With respect to the Company's long term performance incentive awards (the "Performance Awards") for the 2016-2018 LTIP cycle (the "2018 LTIP Cycle"), the amounts payable (as determined by the Company's Compensation Committee, after consultation with Parent and consistent with the terms of the Incentive Plan and the applicable performance award agreement (the "Performance Award Agreement"), will be paid by the Company in the ordinary course of business consistent with past practice, but in no case later than March 15, 2019.

        Each participant in the 2018 MIP and each participant that has received a Performance Award for the 2018 LTIP Cycle, whose employment is terminated on or following the Closing, (A) by the Company, Parent, Merger Sub and their Subsidiaries (as defined in the Merger Agreement) without "Cause" (as such term is defined in the CIC Plan, without regard to whether such participant is eligible to participate in the CIC Plan), (B) by the participant for "Good Reason" (as such term is defined in the CIC Plan), if the participant is a participant in the CIC Plan, (C) by the participant (other than a participant who is a participant in the CIC Plan) for certain specified good reason events or (D) due to a "Qualifying Event" (as defined in the Performance Award Agreement), will continue to be eligible to receive a payout under the 2018 MIP and/or under his or her 2018 Performance Award for the 2018 LTIP Cycle, as applicable. The payout of the incentive compensation under the 2018 MIP will be pro-rated based on a fraction, the numerator of which is the number of days the participant was employed by the Company, Parent, Merger Sub or any of their respective Subsidiaries during the fiscal year ending December 31, 2018, and the denominator of which is 365. The payout of amounts under the 2018 Performance Awards will be pro-rated based on a fraction, the numerator of which is the number of full calendar months the participant was employed by the Company, Parent, Merger Sub or their Subsidiaries during the 2018 LTIP Cycle, and the denominator of which is thirty-six (36).

2019 LTIP Cycle and 2020 LTIP Cycle

        With respect to the Performance Awards for the 2017-2019 LTIP cycle (the "2019 LTIP Cycle") and the 2018-2020 LTIP cycle (the "2020 LTIP Cycle"), the amounts payable (as determined by the Company's Compensation Committee prior to the Closing, after consultation with Parent and consistent with the terms of the Incentive Plan and the applicable Performance Award Agreement), will be paid by the Company as soon as reasonably practicable (in connection with ordinary payroll cycles) following

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the Closing. Each Performance Award will be calculated by prorating both the Company financial performance target (under the applicable Performance Award Agreement) and the Actual Performance Award (as defined in the applicable Performance Award Agreement) by multiplying each of the Company financial performance target and the Actual Performance Award by a fraction, the numerator of which is the number of completed full calendar months in the 2019 LTIP Cycle or 2020 LTIP Cycle, as applicable, prior to the Closing and the denominator of which is thirty-six (36). The 2019 Performance Awards and the 2020 Performance Awards will thereafter be cancelled.

        Potential estimated payments upon consummation of the Merger under the Incentive Plan are estimated in the tables below captioned "Golden Parachute Compensation."

Golden Parachute Compensation

        The table below sets forth potential compensation that each named executive officer would be entitled to receive in a lump sum payment (i) under the CIC Plan, in connection with a Change in Control (including, without limitation, in connection with the consummation of the Merger) and (ii) under the Incentive Plan, in connection with the Merger. This compensation is referred to as "golden parachute" compensation by applicable SEC disclosure rules, and in this section we use such term to describe Merger-related compensation payable to our named executive officers. Disclosure of this "golden parachute" compensation was included in the executive compensation section of the Proxy Statement for our 2018 Annual Meeting of Stockholders, filed with the SEC on April 30, 2018. At our 2018 Annual Meeting of Stockholders (the "Annual Meeting"), the stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting, including the compensation payable to our named executive officers in connection with a Change in Control of the Company and in connection with the Merger. See "Where You Can Find More Information" beginning on page 85. The amounts shown in the table are estimates only, are based on assumptions and information available to date and do not necessarily constitute parachute payments under Section 280G of the Code, nor have they been reduced to reflect any calculations or cutbacks that may be applied to avoid the application of an excise tax on "excess parachute payments" under Section 280G of the Code. The actual amounts that would be payable in these circumstances can only be determined at the time of the completion of the Merger and/or the termination of the named executive officer's employment and, accordingly, may differ from the estimated amounts set forth in the table below.

        For purposes of calculating the potential payments set forth in the table below, the Company has assumed that:

    the Merger will close on December 31, 2018; and

    each named executive officer is subject to an Involuntary Termination (and a termination without Cause or for Good Reason) on December 31, 2018.

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Name
  Cash
($)(a)
  Equity
($)
  Pension/
NQDC
($)
  Perquisites/
benefits
($)
  Tax
reimbursement
($)
  Other
($)
  Total
($)
 

Anthony P. Rodio

  $ 5,500,000   $   $   $   $   $   $ 5,500,000  

Theresa Glebocki

  $ 1,498,340   $   $   $   $   $   $ 1,498,340  

William Murtha

  $ 1,524,389   $   $   $   $   $   $ 1,524,389  

(a)
Represents the estimated aggregate dollar value of any cash Severance Benefits, Base Pay, Accrued Benefits and Incentive Plan payments, as described below:
Name
  Severance
Benefit
($)(1)
  Incentive
Compensation
Award
under the
2018 MIP
($)(2)
  Long-Term
Incentive
Performance
Award for
the 2018
LTIP Cycle
($)(3)
  Long-Term
Incentive
Performance
Award for
the 2019
LTIP Cycle
($)(4)
  Long-Term
Incentive
Performance
Award for
the 2020
LTIP Cycle
($)(4)
  Total
Cash
($)
 

Anthony P. Rodio

  $ 3,500,000   $ 500,000   $ 750,000   $ 500,000   $ 250,000   $ 5,500,000  

Theresa Glebocki

  $ 900,000   $ 130,000   $ 229,500   $ 157,590   $ 81,250   $ 1,498,340  

William Murtha

  $ 850,000   $ 146,400   $ 258,788   $ 177,701   $ 91,500   $ 1,524,389  

(1)
Represents amounts payable under the CIC Plan. The Severance Benefits and other payments provided under the CIC Plan are double trigger and are payable only if, during the Change in Control Period, the named executive officer is subject to an Involuntary Termination. In addition, the Severance Benefits are subject to the Eligible Employee's compliance with certain restrictive covenants, described above under "Arrangements in Connection with a Change in Control—Change in Control and Severance Plan." If an Eligible Employee is subject to an Involuntary Termination during the Change in Control Period, then subject to the Eligible Employee's compliance with the terms and conditions of the CIC Plan, the Eligible Employee will be entitled to receive (i) his or her Base Pay and Accrued Benefits; and (ii) his or her Severance Benefit. For purposes of this table, we have assumed that the amount of Base Pay and Accrued Benefits that would be due is $0 and this column therefore reflects only amounts payable in respect of each named executive officer's Severance Benefit.

(2)
Represents the potential incentive cash compensation amount that would be payable under the 2018 MIP to each named executive officer in connection with the Merger, as described above under "Arrangements in Connection with a Change in Control—Performance Incentive Plan" if the named executive officer is subject to a termination without Cause or for Good Reason, on or following the Closing and prior to payment of the incentive cash compensation otherwise payable under the 2018 MIP. For purposes of this table, we have assumed that the "Target" payout under the 2018 MIP is achieved. Actual incentive cash compensation amounts payable to each named executive officer in connection with the Merger will vary in light of the Company's financial performance and each participant's individual performance. The actual incentive cash compensation amounts payable under the 2018 MIP in connection with the Merger to Mr. Rodio, Ms. Glebocki and Mr. Murtha will range from $0 to $1,125,000, $292,500, and $329,400 respectively. If a named executive officer remains employed by the Company following the Merger (through the payment date of the incentive cash compensation otherwise payable under the 2018 MIP), the named executive officer will be entitled to receive his or her applicable incentive cash compensation under the 2018 MIP in the ordinary course and consistent with the terms of the 2018 MIP.

(3)
Represents the potential amount payable pursuant to the Performance Awards for the 2018 LTIP Cycle to each named executive officer in connection with the Merger, as described above under "Arrangements in Connection with a Change in Control—Performance Incentive Plan" if

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    the named executive officer is subject to a termination without Cause or for Good Reason, on or following the Closing and prior to payment of the amounts otherwise payable pursuant to the Performance Awards for the 2018 LTIP Cycle. For purposes of this table, we have assumed that the "Target" payout under the Performance Awards for the 2018 LTIP Cycle is achieved. Actual potential amounts payable under the Performance Awards for the 2018 LTIP Cycle to each named executive officer in connection with the Merger will vary in light of the Company's financial performance during the 2018 LTIP Cycle. The actual amounts payable pursuant to the Performance Awards for the 2018 LTIP Cycle in connection with the Merger to Mr. Rodio, Ms. Glebocki and Mr. Murtha will range from $0 to $1,125,000, $344,250, and $388,181, respectively. If a named executive officer remains employed by the Company following the Merger (through the payment date of the amounts otherwise payable pursuant to the Performance Award for the 2018 LTIP Cycle), the named executive officer will be entitled to receive the amounts payable pursuant to his or her applicable Performance Awards for the 2018 LTIP Cycle in the ordinary course and consistent with the terms of the applicable Performance Awards and Incentive Plan.

(4)
Represents the potential pro-rated amounts payable pursuant to the Performance Awards for the 2019 LTIP Cycle and 2020 LTIP Cycle to each named executive officer in connection with the Merger, as described above under "Arrangements in Connection with a Change in Control—Performance Incentive Plan." These payments are single-trigger arrangements, triggered by the Closing. For purposes of this table, we have assumed that the prorated "Target" payout under the Performance Awards for each of the 2019 LTIP Cycle and 2020 LTIP Cycle, as applicable, calculated as described herein, is achieved. For purposes of this table, we have further assumed that the prorated "Target" Performance Award is two-thirds of the Actual Performance Award for the 2019 LTIP Cycle and one-third of the actual Performance Award for the 2020 LTIP Cycle. The actual pro-rated amounts payable pursuant to the Performance Awards for the 2019 LTIP Cycle in connection with the Merger to Mr. Rodio, Ms. Glebocki and Mr. Murtha will range from $0 to $750,000, $236,385, and $266,551, respectively (giving effect to the assumed two-thirds proration described above). The actual pro-rated amounts payable pursuant to the Performance Awards for the 2020 LTIP Cycle in connection with the Merger to Mr. Rodio, Ms. Glebocki and Mr. Murtha will range from $0 to $375,000, $121,875, and $137,250, respectively (giving effect to the assumed one-third proration described above).

Material U.S. Federal Income Tax Consequences

        The following is a summary of the material U.S. federal income tax consequences of the Merger to holders (other than AEPC) whose shares of Common Stock are converted into the right to receive the Merger Consideration in the Merger, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the Code, temporary and final Treasury regulations promulgated thereunder, judicial decisions and administrative rulings and practice, all as in effect as of the date hereof, all of which are subject to change (possibly with retroactive effect). This discussion does not address aspects of U.S. federal taxation other than income taxation, nor does it address aspects of U.S. federal income taxation that may be applicable to particular stockholders, such as stockholders who are dealers in securities, traders in securities that elect to use a mark to market method of accounting, insurance companies, tax-exempt organizations, financial institutions, regulated investment companies, real estate investment trusts, S corporations, individual retirement or other tax-deferred accounts, corporations that accumulate earnings to avoid U.S. federal income tax, controlled foreign corporations, passive foreign investment companies, stockholders who hold their shares of Common Stock as part of a straddle, hedge, conversion, synthetic security or constructive sale transaction for U.S. federal income tax purposes, stockholders who hold shares of Common Stock that may constitute Section 306 stock, stockholders that are accrual method taxpayers for U.S. federal income tax purposes and are required to accelerate the recognition of any

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item of gross income with respect to the shares as a result of such income being recognized on an applicable financial statement, United States expatriates and former long-term residents, U.S. Holders (as defined below) who have a functional currency other than the U.S. dollar, stockholders subject to the alternative minimum tax, stockholders who will actually or constructively (under the rules of Section 318 of the Code) own any stock of Parent following the Merger, or stockholders who acquired their shares of Common Stock in a compensation transaction.

        This summary is limited to persons that hold their shares of Common Stock as a "capital asset" within the meaning of Section 1221 of the Code. This discussion does not address any state, local, non-income or foreign tax consequences. There can be no assurance that the Internal Revenue Service ("IRS") will not challenge the analysis or conclusions reached in this section, and no ruling from the IRS has been or will be sought on the transaction described herein or on any of the issues discussed below.

        This summary is of a general nature only and is not intended to be legal or tax advice to either U.S. Holders or Non-U.S. Holders. Beneficial owners of shares of Common Stock are, therefore, urged to consult their own tax advisors as to the particular tax consequences applicable to them of exchanging their shares of Common Stock pursuant to the Merger, including the applicability of U.S. federal, state or local tax laws or non-U.S. or non-income tax laws, any changes in applicable tax laws and any pending or proposed legislation or regulations.

        This summary also does not address the tax consequences to holders of shares of Common Stock who exercise appraisal rights under the DGCL.

        The U.S. federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of Common Stock should consult such holder's own tax advisor to determine the applicability of the rules discussed below to such holder and the particular tax effects of the Merger, including the application and effect of state, local, foreign income and other tax laws.

        For purposes of this information statement, the term "U.S. Holder" means a beneficial owner of shares of Common Stock that, for U.S. federal income tax purposes, is:

    (a)
    an individual who is a citizen or resident of the United States;

    (b)
    a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state of the United States or the District of Colombia;

    (c)
    an estate, the income of which is subject to federal income taxation regardless of source; or

    (d)
    a trust (i) if a United States court can exercise primary supervision over the trust's administration and one or more United States persons have the authority to control all substantial decisions of such trust or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

        A "Non-U.S. Holder" is a beneficial holder of shares of Common Stock other than a U.S. Holder.

        If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is the beneficial holder of shares of Common Stock, the tax treatment of a partner in such partnership will depend upon the status of the partner and the activities of the partnership. Partners in such a partnership should consult their tax advisors as to the particular tax considerations applicable to them.

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U.S. Holders

Disposition of Shares Pursuant to the Merger

        Although not free from doubt, the Company intends to take the position that for U.S. federal income tax purposes the holders of our Common Stock will be treated as selling all of their shares of our Common Stock in exchange for cash in the Merger.

        A U.S. Holder will recognize gain or loss on the disposition of its shares of Common Stock in the Merger. Gain or loss must be calculated separately for each block of shares of Common Stock (that is, shares of Common Stock acquired at the same cost in a single transaction) exchanged for cash in the Merger. The amount of gain or loss realized with respect to each block of shares of Common Stock generally will equal the difference between the amount of cash received for the Common Stock and the U.S. Holder's adjusted tax basis in the shares. A U.S. Holder's adjusted tax basis in a share of Common Stock generally will be equal to the amount the U.S. Holder paid for the share of Common Stock. Any gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder has held the shares of Common Stock for more than one year on the disposition date. Otherwise, such gain or loss will be short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Medicare Tax

        Certain U.S. Holders, including individuals, estates and trusts, may be subject to an additional 3.8% "Medicare" tax on capital gain, if any, realized on the sale of their shares of Common Stock. For individuals, the additional "Medicare" tax applies to the lesser of (i) net investment income or (ii) the excess of modified adjusted gross income over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). If you are a U.S. Holder that is an individual, estate or trust, you must consult your tax advisors regarding the applicability of the "Medicare" tax to you.

Information Reporting and Backup Withholding

        Information returns may be required to be filed with the IRS relating to payments made to particular U.S. Holders. In addition, U.S. Holders may be subject to a backup withholding tax on such payments if they do not provide their taxpayer identification numbers in the manner required, or otherwise fail to comply with applicable backup withholding tax rules. Any amounts withheld under the backup withholding rules will be allowed as a credit against the U.S. Holder's U.S. federal income tax liability and may entitle the recipient to a refund provided the required information is timely furnished to the IRS.

Non-U.S. Holders

        A Non-U.S. Holder will generally not be subject to U.S. federal income tax on gain recognized on its shares of Common Stock pursuant to the Merger unless:

    The gain, if any, on such shares is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to the Non-U.S. Holder's permanent establishment in the United States);

    The Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the Merger and certain other conditions are met; or

    The Non-U.S. Holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of our Common Stock at any time during the five-year period preceding the Merger (or, if less than five years, its holding period for such stock).

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        A Non-U.S. Holder described in the first bullet point immediately above will be subject to regular U.S. federal income tax on any gain realized as if the Non-U.S. Holder were a U.S. Holder, subject to any applicable income tax treaty providing otherwise. If such Non-U.S. Holder is a foreign corporation for U.S. federal income tax purposes, then any gain described in the first bullet above may also be subject to an additional "branch profits tax" at a 30% rate (or a lower treaty rate).

        With regard to the second bullet point immediately above, any foreign individuals who are present in the United States for 183 days or more in the taxable year of the Merger will be subject to tax at a rate of 30% (or a lower treaty rate) on any capital gain realized, which may be offset by certain U.S.-source capital losses recognized in the same taxable year.

        We believe the Company is a "United States real property holding corporation" for U.S. federal income tax purposes, and we expect that our Common Stock will be quoted on the OTCQB Market at the time of the Merger. As a result, under applicable Treasury regulations, if the third bullet point above applies to a Non-U.S. Holder, then such Non-U.S. Holder will be subject to regular U.S. federal income tax on any gain realized as if the Non-U.S. Holder were a U.S. Holder, subject to any applicable income tax treaty providing otherwise.

Information Reporting and Backup Withholding

        We intend to apply U.S. information reporting and backup withholding (at a current rate of 24%) with respect to payments a Non-U.S. Holder receives pursuant to the Merger, as applicable, unless such Non-U.S. Holder (i) is an exempt recipient and, when required, demonstrates this fact, or (ii) provides a certificate (e.g., IRS Form W-8BEN or IRS Form W-8BEN-E) as to its non-U.S. status. Any amounts withheld under the backup withholding rules will be allowed as a credit against the Non-U.S. Holder's U.S. federal income tax liability and may entitle the recipient to a refund provided the required information is timely furnished to the IRS.

Regulatory and Other Governmental Approvals

        The Merger Agreement provides that each of the parties must use its reasonable best efforts to obtain all necessary actions, waivers, consents, approvals, orders, and authorizations from all applicable governmental entities, including, without limitation, those in connection with the HSR Act and applicable gaming laws.

Antitrust/HSR

        The Merger is subject to review by the U.S. Antitrust Division of the Department of Justice (the "Antitrust Division") and the U.S. Federal Trade Commission (the "FTC") under the HSR Act. The HSR Act provides that transactions like the Merger may not be completed until certain information and documents have been submitted to the Antitrust Division and the FTC and the applicable waiting period has expired or been terminated. Each of Parent and the Company made the requisite filings with the Antitrust Division and the FTC pursuant to the HSR Act and requested early termination of the initial thirty-day waiting period (GLP was not required to make a filing). Early termination of the applicable waiting period under the HSR Act expired at 11:59 PM on Wednesday, May 30, 2018.

        The FTC and the Antitrust Division frequently scrutinize the legality of transactions like the Merger. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, the FTC or the Antitrust Division could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger or seeking a divestiture of a substantial portion of the Company's assets or seeking other conduct relief. At any time before or after the consummation of the Merger, and notwithstanding the early termination of the applicable waiting

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period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages.

Gaming Laws

        The Merger is subject to applicable requirements under any federal, state, local or foreign statute, ordinance, rule or regulation governing or relating to gambling, gaming or casino activities and operations. The Merger is conditioned upon the receipt of all permits and approvals issued by any governmental entities with regulatory control and authority or jurisdiction over casino or other gaming activities and operations, or the manufacture, distribution, service or sale of alcoholic beverages, including but not limited to the Nevada Gaming Control Board, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Indiana Gaming Commission, the Mississippi Gaming Commission, and the Louisiana Gaming Control Board. In addition, the Merger is subject to the applicable requirements of all foreign, federal, tribal, state, county or local statute, law, ordinance, rule, regulation, permit, consent, approval, finding of suitability, license, judgment, order, decree, injunction or other authorization governing or relating to gaming and related activities (including but not limited to gambling, casino, lottery and pari-mutuel activities) and operations or the manufacture, distribution, service or sale of alcoholic beverages, including the rules and regulations of the gaming authorities.

Effect on Trading Market; Delisting and Deregistration of Common Stock

        If the Merger is completed, the Common Stock will no longer be quoted on the OTCQB Market. In addition, the registration of the Common Stock under Section 12 of the Exchange Act will be terminated, and we will no longer file periodic reports with the SEC on account of the Common Stock.

Aruba Disposition; Aruba Purchase Agreement

        The Company has agreed to use its reasonable best efforts to cause the Aruba Disposition. On May 10, 2018, the Company engaged a financial advisor to undertake a sale process for the Aruba Operations, including soliciting third-party bidders and preparing related marketing and due diligence materials for the Aruba Operations.

        In the event that the Company has not completed the Aruba Disposition by the Outside Date, then Parent and GLP may elect to extend the Outside Date for up to two additional three month periods to allow additional time to complete the Aruba Disposition.

        In addition, Parent, Merger Sub and GLP may also elect to waive the requirement that the Company distribute, transfer or dispose of its Aruba Operations prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement by providing the Company with forty-five days' advance notice of such waiver; provided, however, that such notice may not be given until at least six months have elapsed from the date of signing of the Merger Agreement.

        If, as of the date that such forty-five day notice is received by the Company, the Company has entered into an Aruba Purchase Agreement, then the consideration payable to the Company under such Aruba Purchase Agreement shall be deemed to have been received by the Company as of one day prior to the closing date of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement. Accordingly, if an Aruba Purchase Agreement has been signed, then the Company's stockholders will receive the net proceeds from such transaction contemplated by the Aruba Purchase Agreement even if such transaction has not closed prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement.

        However, if, as of the date that such forty-five day notice is received by the Company, the Company has not entered into an Aruba Purchase Agreement, then the Company has forty-five days to

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enter into a definitive purchase agreement and close the transactions contemplated thereby with respect to the Aruba Operations in order for the Company's stockholders to receive the net proceeds from such transaction. If the Company is unable to enter into a definitive purchase agreement and/or close the transaction within this forty-five day period, then the Company's stockholders will not be entitled to receive the net proceeds related to the Aruba Operations.

        We cannot assure you that an Aruba Purchase Agreement will be entered into or the amount of consideration that will be payable for the Aruba Operations in such agreement. In addition, we cannot assure you that transactions contemplated by an Aruba Purchase Agreement will be completed prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement or at all.

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THE REAL ESTATE PURCHASE

        The Company is the owner and operator of regional casino and entertainment properties located in the United States and one hotel, timeshare and casino resort property located on the island of Aruba. Our United States properties include two casinos in Nevada and one casino in each of Indiana, Louisiana, Mississippi, Missouri and New Jersey. Our properties offer a broad array of gaming options specifically tailored for our patrons in each market. We primarily cater to local and regional guests to provide a fun and exciting gaming environment with high quality and high value lodging, dining, retail and entertainment amenities. The following chart summarizes certain features of our properties as of December 31, 2017:

Name
  Location   Casino
Square
Footage
  Slot
Machines(a)
  Table
Games(b)
  Hotel
Rooms
 

East

                             

Tropicana AC

  Atlantic City, NJ     124,800     2,383     112     2,346  

Central

 

 

   
 
   
 
   
 
   
 
 

Tropicana Evansville

  Evansville, IN     45,400     1,138     33     338  

Lumière Place

  St. Louis, MO     75,000     1,553     50     494  

West

 

 

   
 
   
 
   
 
   
 
 

Tropicana Laughlin

  Laughlin, NV     53,700     945     18     1,487  

MontBleu

  South Lake Tahoe, NV     45,000     477     28     438  

South

 

 

   
 
   
 
   
 
   
 
 

Belle of Baton Rouge

  Baton Rouge, LA     28,500     773     14     288  

Trop Greenville

  Greenville, MS     22,800     624     10     40  

Tropicana Aruba

  Palm Beach, Aruba     4,000     135     6     362  

        399,200     8,028     271     5,793  

(a)
Includes slot machines, video poker machines and other electronic gaming devices.

(b)
Includes blackjack, craps, roulette and other table games; does not include poker tables.

        Subject to the terms of the Real Estate Purchase Agreement, the Company has agreed to sell the real property assets held by its subsidiaries (defined as the "Transferred Real Estate Assets" in the Real Estate Purchase Agreement), other than the real property assets located in Aruba and South Lake Tahoe, Nevada, to GLP for a purchase price of $1.21 billion. For a summary of the terms and conditions of the Real Estate Purchase Agreement, see "Merger Agreement; Real Estate Purchase Agreement" beginning on page 60.

        The Company views each casino property as an operating segment which is aggregated by region in order to present our reportable segments: (i) East, (ii) Central, (iii) West and (iv) South. The following describes each of the Company's properties by region and summarizes certain features of the Company's properties as of December 31, 2017.

East

Tropicana AC

        Tropicana Casino and Resort, Atlantic City ("Tropicana AC") is situated on approximately 15 acres with approximately 660 feet of ocean frontage in Atlantic City, New Jersey. The Atlantic City market generated gaming revenues of approximately $2.7 billion in 2017. Located within driving distance from the densely populated New York-to-Washington D.C. corridor, the Atlantic City market typically attracts day-trip and overnight customers from within a 300-mile radius. Tropicana AC is one of the

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larger properties in Atlantic City featuring 2,346 hotel rooms in four hotel towers and the adjacent Chelsea Hotel, which was acquired in 2017, and approximately 124,800 square feet of gaming space. In addition to the hotel rooms and gaming facilities, the property features The Quarter, a Havana-themed, Las Vegas-style, approximately 200,000 square-foot indoor entertainment and retail center, hosting several restaurants, nightclubs, shops and an IMAX theatre. Other amenities include a 2,000-seat showroom, an up-scale Disco themed nightclub, a full service spa and salon, a health club and indoor pool, a beach and pool bar and approximately 99,000 square feet of meeting and convention space. In 2017, Tropicana AC completed construction of three new Jose Garces-themed restaurants, which opened in early 2017, at an aggregate cost of approximately $8 million. Also in 2017, Tropicana AC commenced renovation of the South Tower guestrooms, in addition to acquiring the property formerly known as The Chelsea Hotel ("The Chelsea") which is located adjacent to the Tropicana AC facility. The Company is currently renovating the guest rooms and other facilities in The Chelsea, including construction of a skywalk bridge that will connect it with Tropicana AC, with construction expected to be completed in early 2018. In 2016, Tropicana AC completed an approximate $20 million improvement project, which included the renovation of hotel rooms in the Havana Tower, a new high-end slot area on the casino floor, a new hair salon, a convenience store and a promotional area for our Trop Advantage players' club. In 2015, we completed an approximate $35 million renovation project, which included remodeling the North hotel tower guest rooms, renovation of the casino, restaurant renovations, a new health club operated by a third party operator, new retail outlets and exterior renovations including painting and new lighting. The 2015 renovations also included a multimedia light and sound show on the boardwalk. Since November 2013, Tropicana AC has been operating continuous, 24-hour Internet gaming on its online gaming site, www.TropicanaCasino.com. Tropicana Atlantic City Online showcases a variety of slot game options and classic casino table games. Players have the opportunity to participate in community jackpots and to be rewarded with both on-property and online incentives and have the chance to participate in a variety of promotions. All participants must be 21 or older and physically located in New Jersey to play.

Central

Tropicana Evansville

        Tropicana Evansville ("Tropicana Evansville") is a large casino hotel and entertainment complex, and a popular attraction in Evansville, the third largest city in the state of Indiana. The property serves customers in the tri-state region of southern Indiana, southeastern Illinois and western Kentucky and is the only full service casino within an 85-mile radius. Approximately 57% of Tropicana Evansville's revenues come from customers within a 50-mile radius. The property's casino operations, which were previously located dockside on the three-deck "City of Evansville" riverboat, were relocated to the landside gaming facility in October 2017 upon completion of the construction of the new facility. The new landside facility, which is located across the street from the original riverboat casino, is anchored on each end by Tropicana's two hotels and encompasses approximately 79,000 square feet of enclosed space, including approximately 45,000 square feet of casino floor, two new food and beverage outlets, an entertainment lounge and back of house space, and was built at a total cost of approximately $50 million.

        Tropicana Evansville has two distinctive hotels: the Tropicana Evansville Hotel, a 243-room hotel which offers guests a restaurant, conference rooms and banquet facilities; and Le Merigot Hotel, a luxurious 95-room boutique hotel.

        A 44,000-square-foot pavilion connected to each hotel via pedestrian bridges features a fine dining restaurant and a gift shop. Prior to the relocation of the casino to the landside operation in October 2017, the pavilion also had a coffee shop, two casual dining restaurants, an entertainment lounge and a players' club.

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        The District at Tropicana Evansville, a $33 million entertainment complex that opened in late 2006, currently includes a restaurant, the Le Merigot Hotel and banquet/event space, along with an additional parking lot for our Le Merigot Hotel guests. Tropicana Evansville also has a seven-story parking garage as well as surface parking.

Lumière Place Casino

        Lumière Place is located on approximately 20 acres, located in historic downtown St. Louis, Missouri near business and entertainment districts and overlooks the Mississippi River. Its location provides significant foot traffic from nearby venues, including The Dome at America's Center, a multi-purpose stadium and convention center, which are connected to Lumière Place via a pedestrian tunnel, the Gateway Arch and Busch Stadium. In addition to the casino, the Lumière Place complex includes the 294 all-suites HoteLumière, the 200-room luxury Four Seasons Hotel St. Louis, 3 full service restaurants, retail shops, indoor pool and fitness center, full service spa and 28,000 square feet of meeting and convention space. The suites in HoteLumière were completely renovated in a project which commenced in July 2016 and was completed in early 2017, at a cost of approximately $15 million.

West

Tropicana Laughlin

        Tropicana Laughlin Hotel and Casino ("Tropicana Laughlin") is located on an approximately 31-acre site on Casino Drive, Laughlin, Nevada's principal thoroughfare. In addition, we own approximately 57 acres of undeveloped real estate immediately adjacent to Tropicana Laughlin. The property attracts customers who drive in from southern California and Arizona. Tropicana Laughlin primarily targets customers in this market who are seeking great value, a breadth of amenities and friendly service in their gaming, lodging, dining and entertainment experiences. Non-gaming amenities include 1,487 hotel rooms, a heated outdoor swimming pool, seven restaurants, three full service bars, an entertainment lounge with live music, a premium lounge for high-end players, an 800-seat multi-purpose showroom and concert hall, meeting and convention space, retail stores, an arcade and a covered parking structure. In 2017, we completed a renovation of 496 hotel rooms at Tropicana Laughlin, at a total cost of approximately $4.7 million.

MontBleu

        MontBleu Casino Resort & Spa ("MontBleu") is situated on approximately 21 acres in South Lake Tahoe, Nevada surrounded by the Sierra Nevada Mountains. The property attracts both drive-in and destination patrons, primarily from the northern California and northern Nevada markets. The area also attracts people seeking outdoor recreational activities. In addition to the casino, the property offers guests 438 hotel rooms, a choice of three restaurants and various non-gaming amenities, including retail shops, two nightclubs, a 1,300-seat showroom, approximately 14,000 square feet of meeting and convention space, a parking garage, a full service health spa and workout area, an indoor heated lagoon-style pool with whirlpool and a 110-seat wedding chapel. An approximately $25 million property renovation project was completed in December 2015, which included remodeling of the guest rooms and most of the public areas of the property including the casino, lobby, theater, convention center, sports bar and sports book and exterior of the building. MontBleu is not included in the real property assets that are being purchased by GLP pursuant to the terms of the Real Estate Purchase Agreement. Parent will acquire MontBleu pursuant to the terms of the Merger Agreement.

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South

Trop Greenville

        Trop Casino Greenville ("Trop Greenville"), located in Greenville, Mississippi is a landside gaming facility with slot machines and table games in a 22,800 square foot casino, two restaurants, a bar and 734 onsite parking spaces. The property also leases and operates the Greenville Inn & Suites, a 40-room hotel, containing 22 standard rooms and 18 suites, located less than a mile from the casino, and offers free shuttle service to and from Trop Greenville. In 2017, a renovation project, which included renovation of hotel rooms as well as construction of a non-smoking slot room and a gift shop, was completed at a cost of approximately $1.4 million.

        Trop Greenville, along with another land-based casino, are currently the only gaming facilities in the Greenville market. The property draws customers primarily from the local market and to some extent from the Little Rock, Vicksburg and Tunica markets.

Belle of Baton Rouge

        Belle of Baton Rouge Casino & Hotel ("Belle of Baton Rouge") is a dockside riverboat situated on approximately 23 acres on the Mississippi River in the downtown historic district of Baton Rouge, across from the River Center, a 70,000-square-foot convention center. The three-deck, dockside riverboat casino is one of three casino facilities in the Baton Rouge market. Baton Rouge is located 75 miles north of New Orleans and is the largest city in Louisiana. Over 90% of the Belle of Baton Rouge customer base resides within a 50-mile radius of the property. Non-gaming amenities include 288 hotel rooms, 25,000 square feet of meeting space, an outdoor pool, a fitness center, one restaurant, a deli, a buffet, an entertainment venue inside a 56,000-square-foot glass atrium that also encloses a lush tropical lobby and two parking garages with 803 parking spaces.

Tropicana Aruba

        Tropicana Aruba Resort & Casino ("Tropicana Aruba") is a hotel, timeshare and casino resort in Aruba, that consists of 362 timeshare and rental units, and also includes a 4,000-square-foot casino that was renovated in late 2014, two pools, a fitness center and a beach tennis facility located on approximately 14 acres near Eagle Beach. In 2016 the Company completed a $5 million renovation project, consisting of 74 fully remodeled rooms that are used as timeshare units, including a model room, a sales center and a new access road to the property improving our guest arrival process. In 2017, an additional 16 rooms were renovated in a project that included exterior building refreshes. The Company plans to renovate an additional 98 rooms in 2018 at an estimated cost of $9 million. The newly renovated rooms are also utilized as hotel rooms when not occupied as a timeshare interval. The Company began selling timeshare intervals at the property in late 2015. Tropicana Aruba comprises part of the Company's Aruba Operations and in connection with the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, the Company has agreed to use its reasonable best efforts to cause the Aruba Operations to be distributed, transferred or disposed of by the Company prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement. See "Merger Agreement; Real Estate Purchase Agreement—Aruba Operations" beginning on page 61.

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MERGER AGREEMENT; REAL ESTATE PURCHASE AGREEMENT

        The summary of the material provisions of the Merger Agreement and the Real Estate Purchase Agreement set forth below and elsewhere in this information statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex A to this information statement, and the Real Estate Purchase Agreement, a copy of which is attached as Exhibit A to the Merger Agreement, each of which is incorporated by reference into this information statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement or the Real Estate Purchase Agreement that is important to you. We encourage you to read the Merger Agreement and the Real Estate Purchase Agreement carefully in its entirety, as well as this information statement and any documents incorporated herein by reference.

The Real Estate Purchase and the Merger

        On April 15, 2018, the Company entered into (i) the Real Estate Purchase Agreement with GLP, and (ii) the Merger Agreement with Parent, Merger Sub, and GLP, pursuant to which, as more fully described below, the Company has agreed to sell certain of its real property assets to GLP and its gaming and hotel operations to Parent for an aggregate consideration of approximately $1.85 billion in cash, which amount is subject to adjustment, including for certain tax sharing payments payable by the Company under the Disaffiliation Agreement.

        Subject to the terms of the Real Estate Purchase Agreement, the Company has agreed to sell the real property assets held by its subsidiaries, other than the real property assets located in Aruba and South Lake Tahoe, Nevada, to GLP for a purchase price of $1.21 billion. In connection with the Real Estate Purchase, GLP will assume the liabilities related to the real property assets that it is acquiring from the Company.

        Immediately following the Real Estate Purchase, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation in the merger. Following the consummation of the Merger, the Company will be a wholly-owned subsidiary of Parent.

        Subject to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock, issued and outstanding immediately prior to the Effective Time (other than shares owned by holders who have exercised their appraisal rights under Delaware law) will be cancelled and converted into the right to receive the per share Merger Consideration. Subject to other adjustments not expected to be material, the per share Merger Consideration, which is payable in cash, is determined as follows:

    (a)
    $640 million, which reflects the consideration paid by Parent in respect of the Merger;

    (b)
    plus $1.21 billion, which reflects the Real Estate Purchase Price received by the Company;

    (c)
    plus the amount of net proceeds received by the Company in connection with the Aruba Disposition;

    (d)
    minus the Real Estate Purchase Tax Amount;

    (e)
    minus 50% of the Estimated State Income Tax Amount, which Estimated State Income Tax Amount is limited to a maximum of $38 million;

    (f)
    minus the excess, if any, of the Estimated State Income Tax Amount over $38 million;

    (g)
    divided by 23,834,512, which reflects the aggregate number of shares of Common Stock that are issued and outstanding.

        Without taking into consideration any net proceeds associated with the Aruba Disposition which is reflected in clause (c) above, the Company has estimated that the Merger Consideration, as adjusted to take into account the amounts set forth in clauses (d), (e) and (f) above, will be approximately $1.77 billion. For the purposes of this information statement, "Merger Consideration" refers to the

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actual amount that will be payable to the holders of the Common Stock pursuant to the terms of the Merger Agreement, and the "Aggregate Consideration" refers to $1.768 billion, which reflects the Company's estimate of the merger consideration, as adjusted and calculated in accordance with the terms of the Merger Agreement, at the time at which the Merger Agreement was signed.

Aruba Operations

        The Merger Agreement provides that the respective obligations of each party to consummate the Merger are subject to the Company's completion of the distribution, transfer, or disposition of the Aruba Operations. The Company has agreed to use its reasonable best efforts to cause the Aruba Operations to be distributed, transferred or disposed of by the Company prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement.

        Parent and GLP may elect to extend the Outside Date for up to two additional three month periods to allow additional time for the Company to distribute, transfer or dispose of the Aruba Operations. In addition, Parent, Merger Sub and GLP may also elect to waive the requirement that the Company distribute, transfer or dispose of its Aruba Operations prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement by providing the Company with forty-five days' advance notice of such waiver; provided, however, that such notice may not be given until at least six months have elapsed from the date of signing of the Merger Agreement.

        If, as of the date that such forty-five day notice is received by the Company, the Company has entered into an Aruba Purchase Agreement, then the consideration payable to the Company under such Aruba Purchase Agreement shall be deemed to have been received by the Company as of one day prior to the closing date of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement. Accordingly, if an Aruba Purchase Agreement has been signed, then the Company's stockholders will receive the net proceeds from such transaction contemplated by the Aruba Purchase Agreement even if such transaction has not closed prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement.

        However, if, as of the date that such forty-five day notice is received by the Company, the Company has not entered into an Aruba Purchase Agreement, then the Company has forty-five days to enter into a definitive purchase agreement and close the transactions contemplated thereby with respect to the Aruba Operations in order for the Company's stockholders to receive the net proceeds from such transaction. If the Company is unable to enter into a definitive purchase agreement and/or close the transaction within this forty-five day period, then the Company's stockholders will not be entitled to receive the net proceeds related to the Aruba Operations.

        We cannot assure you that an Aruba Purchase Agreement will be entered into or the amount of consideration that will be payable for the Aruba Operations in such agreement. In addition, we cannot assure you that transactions contemplated by an Aruba Purchase Agreement will be completed prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement or at all.

Directors and Officers; Certificate Of Incorporation; Bylaws

        The Board of Directors of the surviving corporation will consist of the directors of Merger Sub or such other individuals designated by Parent, to hold office, from and after the Effective time until their respective successors have been until the earlier of their resignation or removal or until their respective successors have been duly elected and qualified.

        The officers of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time will become the officers of the surviving corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the surviving corporation until their respective successors shall have been duly elected, designated or qualified, or

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until their earlier death, resignation or removal in accordance with the Certificate of Incorporation and Bylaws of the surviving corporation.

        The Certificate of Incorporation of the surviving corporation will be amended in the Merger to be in the form of the Certificate of Incorporation attached as an exhibit to the Merger Agreement, until thereafter changed or amended as provided therein or by applicable law. The Bylaws of Merger Sub in effect immediately prior to the Effective Time will be the Bylaws of the surviving corporation, and as so amended shall be the Bylaws of the surviving corporation until thereafter changed or amended as provided therein or by applicable law.

Stockholders Seeking Appraisal

        The Merger Agreement provides that those stockholders who are entitled to demand and have properly demanded appraisal will not have the right to receive a portion of the Merger Consideration for their shares of Common Stock, but will receive payment in cash for the fair value of their shares of Common Stock as determined in accordance with Delaware law. If a holder fails to perfect, waives, withdraws or loses his, her or its right to appraisal of our Common Stock, his, her or its shares will be treated as if they had been converted into and are exchangeable for their share of the Merger Consideration as of the Effective Time without interest and the stockholder's right to appraisal will be extinguished. The Company must give Parent prompt notice of demands for appraisal and the Company may not make a payment with respect to a demand for appraisal or settle any such demands without Parent's prior written consent.

        The fair value of shares of our Common Stock as determined in accordance with Delaware law may be more or less than (or same as) the Merger Consideration to be paid to stockholders who choose not to exercise their appraisal rights. Stockholders who wish to exercise appraisal rights must precisely follow specific procedures. Under Section 262 of the DGCL, holders of shares of the Company's Common Stock who are entitled to appraisal rights must be provided a notice of appraisal rights. The record date for purposes of determining the stockholders entitled to receive the notice of appraisal rights is June 22, 2018. As of June 22, 2018, there were 23,834,512 shares of the Company's Common Stock outstanding.

        Stockholders who wish to exercise appraisal rights must make a written demand for appraisal on or prior to July 19, 2018, which is the date that is twenty (20) days following the mailing of this information statement, and otherwise comply precisely with the procedures set forth in Section 262 of the DGCL for perfecting appraisal rights. Additional details on appraisal rights are described in "Appraisal Rights" beginning on page 78.

Procedures for Receiving Merger Consideration

        As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), the surviving corporation will cause a paying agent to mail to each holder of record of certificated shares of Common Stock (as of immediately prior to the Effective Time) a letter of transmittal and instructions as to how to surrender such holder's stock certificates in exchange for the Merger Consideration.

        Upon surrender of such certificates to the paying agent (or delivery of an affidavit of loss thereof in accordance with the Merger Agreement), together with delivery of a duly executed and completed letter of transmittal, and such other documents as may be reasonably required by the paying agent, the holder of such certificates will be entitled to receive the per share Merger Consideration for each share of Common Stock formerly represented by such certificate, and the surrendered certificate will be immediately canceled. No interest will be paid or accrued on the cash payable upon surrender of such certificates.

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        If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered certificate is registered, it will be a condition to such payment that (i) either such certificate be properly endorsed or otherwise be in proper form for transfer and (ii) the person requesting such payment will pay to the paying agent any transfer or other tax required as a result of such payment or establish to the satisfaction of Parent and the surviving corporation that such tax has been paid or is not required to be paid.

        The Company, Parent, Merger Sub, the Surviving Corporation and the Paying Agent, as the case may be, will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement, such amounts as are required to be deducted and withheld pursuant to any applicable tax laws.

        Holders of record of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the Merger Consideration. In lieu thereof, such holder will, upon receipt by the paying agent of an "agent's message" in customary form, be entitled to receive the Merger Consideration, as promptly as practicable after the Effective Time without any further action required on the part of those holders, and such book-entry shares will be cancelled. No interest will be paid or accrued on the cash payable upon surrender or transfer of such book-entry shares.

Representations and Warranties

        The parties to the Merger Agreement and the Real Estate Purchase Agreement have made certain customary representations and warranties, including representations and warranties relating to, among other things:

    organization, good standing and similar matters;

    due authorization, execution, delivery and enforceability of the Merger Agreement;

    absence of conflicts with the parties' governing documents, applicable laws and contracts; and

    absence of brokers', finders' and investment bankers' fees or commissions.

        In addition, the Merger Agreement contains the following customary representations and warranties made by the Company to Parent and Merger Sub, including representations and warranties relating to:

    ownership and operations of the Company;

    ownership of the Company's subsidiaries;

    documents filed with the SEC, compliance with applicable SEC filing requirements and accuracy of information contained in such documents;

    compliance of financial statements with applicable accounting requirements and SEC rules and regulations and preparation in accordance with the United States generally accepted accounting principles, and the absence of certain undisclosed liabilities;

    compliance with laws, including gaming laws, the Foreign Corrupt Practices Act of 1977, as amended, and other anticorruption and trade laws;

    possession of licenses and permits, compliance with laws, including those relating to gaming;

    since January 1, 2018, the absence of any event, development, or state of circumstances that, individually or in the aggregate, has had a Company Material Adverse Effect;

    absence of pending or, to the knowledge of the Company, threatened litigation that would reasonably be expected to have a Company Material Adverse Effect;

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    since January 1, 2016, the absence of any written challenge or question by a governmental entity as to the legal right of the Company to conduct its operations;

    material contracts;

    employee benefits matters and labor matters;

    filing of tax returns, payment of taxes and other tax matters;

    insurance;

    ownership and use of intellectual property;

    real property, vessels and personal property;

    environmental matters;

    transactions with affiliates;

    the vote of the Company's stockholders required to approve the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Real Estate Purchase; and

    inapplicability of certain takeover laws.

        The Merger Agreement also contains the following customary representations and warranties of Parent and Merger Sub, among others:

    the absence of any pending or, to the knowledge of Parent, threatened litigation or other action against Parent or Merger Sub that would reasonably be expected to have an Acquirer Material Adverse Effect;

    the existence of financing commitments and sufficiency of funds necessary to consummate the Merger;

    possession of licenses and permits, and compliance with laws, including those relating to gaming;

    solvency of Parent;

    the existence of financing commitments and sufficiency of funds necessary to consummate the Merger; and

    the formation of Merger Sub solely for the purpose of the transactions contemplated by the Merger Agreement.

        The Merger Agreement also contains the following customary representations and warranties of GLP, among others, (i) the absence of any pending or, to the knowledge of GLP, threatened litigation or other action against GLP that would reasonably be expected to have an Acquirer Material Adverse Effect; and (ii) possession of licenses and permits, and compliance with laws, including those relating to gaming.

        Certain of the representations and warranties in the Merger Agreement are qualified as to "materiality" or "Company Material Adverse Effect". The Merger Agreement provides that a Company Material Adverse Effect means, any event, occurrence, fact, condition or change that is or would reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the Transactions contemplated hereby on a timely basis; provided, however, that "Company Material Adverse Effect" shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to:

    (i)
    general economic or political conditions;

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    (ii)
    conditions generally affecting the industries in which the Company or its subsidiaries operate;

    (iii)
    conditions generally affecting gaming properties in any geographic market in which the Company or its subsidiaries operate;

    (iv)
    any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates;

    (v)
    acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof;

    (vi)
    any actions required to be taken to obtain any approval or authorization under the HSR Act or applicable gaming laws;

    (vii)
    any action expressly required or expressly permitted by this Agreement or the Real Estate Purchase Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Acquirors;

    (viii)
    any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof;

    (ix)
    the announcement, pendency or completion of the transactions contemplated by this Agreement and the Real Estate Purchase Agreement, including the initiation of litigation by any Person who is not party to this Agreement) with respect to this Agreement and the Real Estate Purchase Agreement, and including losses or threatened losses of employees, customers, suppliers, distributors, partners or others having relationships with the Company or its subsidiaries;

    (x)
    any man-made disaster; or

    (xi)
    any failure by the Company or its subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded).

        Any Company Material Adverse Effect arising out of or resulting from any change or event referred to in clauses (i) - (iv) and (viii) may constitute, and will be taken into account in determining the occurrence of, a Company Material Adverse Effect to the extent to the extent that the impact of such event, occurrence, fact, condition or change is not disproportionally adverse to the Company and its subsidiaries, taken as a whole, relative to other companies in the industries and geographic locations in which the Company and its subsidiaries operate. However, no event, occurrence, fact, condition or change primarily with respect to the Aruba subsidiaries will be considered for the purposes of determining whether a Company Material Adverse Effect has occurred.

Conduct of Business by the Company Prior to Consummation of the Merger

        The Company agrees that prior to the Effective Time, except for matters (i) to the extent required by applicable law, (ii) as otherwise expressly required by any other provision of the Merger Agreement or the ancillary agreements, or expressly required or permitted by the Company Disclosure Letter or (iii) with the prior written consent of the Acquirors (not to be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its subsidiaries to (A) conduct in all material respects its business in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to and (B) use its commercially reasonable efforts to keep available the services of the current officers, employees and consultants of the Company and each of its subsidiaries and to preserve the goodwill and current relationships of the Company and each of its subsidiaries with customers, suppliers and other persons with which the Company or any of its subsidiaries has business relations.

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        Further, the Company agrees that until the Effective Time, it will not, and will cause each of its subsidiaries not to, directly or indirectly, take any of the following actions without the prior written consent of the Acquirors (not to be unreasonably withheld, conditioned or delayed):

    amend or otherwise change or waive any provision of its organizational documents;

    issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries of any class, or securities convertible into, or exchangeable or exercisable for, any shares of such capital stock or other equity interests, or grant to any person any options, warrants or other rights of any kind to acquire any shares of such capital stock or other equity interests or such convertible or exchangeable securities of the Company or any of its subsidiaries, except to the extent permitted pursuant to the Company Disclosure Letter;

    subject to certain exceptions, sell, pledge, dispose of, transfer, lease, license, guarantee or encumber or otherwise impose any lien on any Transferred Real Estate Assets;

    subject to certain exceptions, sell, pledge, dispose of, transfer, lease, license, guarantee or encumber or otherwise impose any Lien on any other property or assets of the Company or any of its subsidiaries (other than intellectual property);

    execute any instruments which adversely affects title to the Company Real Property or otherwise enter into, consent to or record any instrument against any Company Real Property which has a material adverse effect upon the ability of the Acquirors or their respective designees or tenants to occupy such Company Real Property after the Closing in the same manner as occupied by the Company and its subsidiaries as of the date hereof, or seek any change in the zoning of any Company Real Property;

    subject to certain exceptions, declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or otherwise) with respect to any of its capital stock or other equity interests;

    reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or other equity interests;

    merge or consolidate the Company or any of its subsidiaries with any person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its subsidiaries;

    acquire (including by merger, consolidation, acquisition of stock or assets or otherwise) any person (or any business line or division thereof) or assets, other than acquisitions of inventory and materials in the ordinary course of business;

    other than extensions of credit to customers in the ordinary course of business, as set forth in the Company's capital expenditures budget or in connection with leases or licenses with tenants made in the ordinary course of business, make any loans, advances or capital contributions to, or investments in, any other Person;

    incur any indebtedness, issue any debt securities or guarantee any obligation of any person, other than (A) interest or fees accrued under the Company's credit facility or (B) letters of credit or bonds issued by the Company or one of its subsidiaries to governmental entities in the ordinary course of business consistent with past practices and in connection with workers compensation or gaming laws;

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    subject to certain exceptions, terminate, cancel or renew, or agree to any material amendment to, any material contract, or enter into or amend any contract that, if existing on the date of the Merger Agreement, would be a material contract;

    make (A) capital expenditures in 2018 in excess of the Company's capital expenditure budget for 2018 disclosed in the Company Disclosure Letter or (B) capital expenditures in 2019 in excess of 110% of the capital expenditure budget for 2018 multiplied by the number of months then elapsed in 2019;

    except to the extent required by the existing terms of the Company's employee benefit plans existing on the date of the Merger agreement: (A) increase or commit to increase the compensation or benefits payable or to become payable to any employee, independent contractor, director or officer of the Company or its subsidiaries; (B) add or commit to add any new participant, or increase or commit to increase the compensation or benefits payable or to become payable to any individual who is a participant, in the CIC Plan; (C) enter into, establish, adopt, or become obligated to contribute to any new arrangement that if in effect on the date hereof would be a Company benefit plan or materially amend any of the Company's benefit plans (subject to certain exceptions); (D) enter into any employment, severance, retention, change-in-control, termination or similar agreement with any current or former director, officer, or employee of the Company or any of its subsidiaries, other than (x) any severance or termination agreement pursuant to the terms of the Company's Severance Pay Plan as in effect as of the date of the Merger Agreement, and (y) any agreements to provide severance in the ordinary course of business consistent with past practice to employees who are not participants in the CIC Plan and provided that the severance amount for any such agreement pursuant to this clause (y) does not exceed $25,000 per individual employee and $100,000 in the aggregate; (E) pay or award, or commit to pay or award, any bonuses or incentive compensation, or take any action to accelerate any rights or benefits or take any action to fund or in any other way secure the payment of compensation or benefits under any compensation or benefit plan; (F) grant any equity-based or equity-linked awards; or (G) enter into, renew or renegotiate the terms of, any collective bargaining agreement, or any works council, labor union or similar agreement or arrangement or become obligated to contribute to any "multiemployer plan" within the meaning of Section 3(37) of ERISA;

    make any material change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a governmental entity;

    compromise, settle or agree to settle any proceeding other than compromises, settlements or agreements of Proceedings (excluding litigation relating to the Merger Agreement, the Disaffiliation Agreement, the Real Estate Purchase Agreement, including the Merger, the Real Estate Purchase and the transactions contemplated thereby) in the ordinary course of business that involve only the payment of monetary damages without the imposition of equitable relief on, or the admission of wrongdoing by, the Company or any of its subsidiaries and such monetary damages are within the respective deductible provided by the applicable insurance policy held by the Company or its subsidiary, as applicable;

    directly or indirectly cancel, terminate, amend or modify, or fail to maintain, any insurance policies on which the Company or any of its subsidiaries are named as insureds or additional insureds or which cover the Company or any of its subsidiaries and their respective operations, business, properties or assets, directors, officers, managing members (or equivalent positions) and employees (however, in the event that any such policy shall be cancelled, terminated, amended, modified or shall not be maintained, the Company shall procure substantially similar substitute insurance policies in at least such amounts and against such risks as are currently covered by such policies);

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    enter into any new line of business in any geographic area where such business is not conducted by the Company and its subsidiaries, or materially change the operations or business plan for any existing line of business or abandon or discontinue any existing material line of business, in each case as of the date hereof;

    make, change or revoke any material tax election, change any material tax accounting method, file any material amended tax return, surrender any right to claim a material refund of taxes (other than by the passage of time), settle or compromise any material tax claim or liability or claim for a refund of taxes, change any material annual tax accounting period, enter into any material closing agreement or other material written binding agreement relating to taxes or any material tax sharing agreement other than the Disaffiliation Agreement, file any material tax return other than one prepared in a manner consistent with past practice, or consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment (other than pursuant to an extension of time to file any tax return obtained in the ordinary course of business);

    enter into any agreement with the Pension Benefit Guaranty Corporation or any trustee of a defined benefit pension plan in respect of any Controlled Group Plan (as defined in the Merger Agreement) that would result in a payment being required to be paid by the Company or any of its subsidiaries, except to the extent that indemnification for such payment has been provided under the Disaffiliation Agreement or otherwise made available by AEPC;

    form any subsidiary, or enter into any joint venture, partnership or similar arrangement;

    enter into, amend, or modify any intercompany contracts by and among the Company and any of its subsidiaries;

    except to the extent permitted pursuant to the Company Disclosure Letter, transfer assets or property (including cash) to the Aruba subsidiaries, Insight Portfolio Group or the Company's subsidiaries that own real property; provided, that nothing in this clause shall prohibit, restrict, or impose any condition upon the payment of dividends or other distributions by a subsidiary to the extent such prohibition, restriction, or imposition is prohibited by the Company's credit facility; or

    authorize or enter into any contract or otherwise make any commitment to do any of the foregoing.

Stockholder Action By Written Consent

        On May 15, 2018, the Company received and delivered to Parent and GLP, the Written Consent executed by AEPC, which on such date owned shares of Common Stock representing approximately 83.9% of the outstanding shares of Common Stock entitled to vote on the adoption of the Merger Agreement and the Real Estate Purchase Agreement. Therefore, no further approval by the Company's stockholders is required in connection with the Merger Agreement and the Real Estate Purchase Agreement, including the Merger and the Asset Sale.

Conditions to the Merger

        The closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement are subject to customary conditions, including, among other things, (i) receiving the required approval of the Company's stockholders, which approval was effected through delivery of the Written Consent by AEPC on May 15, 2018, (ii) twenty days having elapsed since the mailing to the Company's stockholders of a definitive information statement with respect to adoption of the Merger Agreement and the Real Estate Purchase Agreement by AEPC pursuant to the Written Consent, (iii) the expiration or termination of the applicable waiting period under the HSR Act (the applicable

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waiting period expired on May 30, 2018), (iv) the receipt of the gaming approvals, (v) the distribution, transfer or disposition of the Aruba Operations by the Company shall have been completed, and (vi) no material claim, demand for payment or funding or imposition of any lien shall have been made, initiated, threatened or imposed on GLP, Parent, Merger Sub, the Company or any of their respective subsidiaries that by the Pension Benefit Guaranty Corporation or any trustee of a defined benefit pension plan in respect of the Controlled Group Plans (as defined in the Merger Agreement) for which indemnification has not been provided under the Disaffiliation Agreement or otherwise made available by AEPC.

        In addition, the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement are subject to the representations and warranties given by each party in the Merger Agreement continuing to be true and correct at and as of the Effective Time except for any such representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time) and except as has not had or would not reasonably be expect to have, individually or in the aggregate with all other failures to be trust or correct, an Acquiror Material Adverse Effect with respect to the representations and warranties of Parent, Merger Sub and GLP, or a Company Material Adverse Effect with respect to the representations and warranties of the Company. The closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement are also subject to the each party thereto having performed and complied with in all material respects all covenants and agreements required to be performed or complied with by such party under the Real Estate Purchase Agreement and the Merger Agreement.

        The transactions contemplated by the Real Estate Purchase Agreement and Merger Agreement are not conditioned upon GLP or Parent obtaining financing.

Non-Solicitation; Window Shop Period

        During the period from April 15, 2018 and ending on May 15, 2018 (the "Window Shop Period"), if the Company received a bona fide written Acquisition Proposal (as defined in the Merger Agreement) from a third-party and the Company's Board of Directors (or a committee thereof) determined in good faith, based on information then available and after consultation with legal counsel, that such Acquisition Proposal may have resulted in a Superior Proposal, then the Company had the right to, among other things, furnish non-public information to such third party and participate in discussions or negotiations with any third party making such Acquisition Proposal regarding the Acquisition Proposal (the "Window Shop Activities"). No Acquisition Proposals were received by the Company during the Window Shop Period and the Written Consent was delivered by AEPC to Parent and GLP on May 15, 2018, which was the Stockholder Consent Delivery Date. As a result, from and after the Stockholder Consent Delivery Date, the Company is prohibited from engaging in such Window Shop Activities.

Termination of the Merger Agreement

        The Merger Agreement may be terminated by the mutual consent of Parent and GLP, on the one hand, and the Company, on the other. In addition, each of Parent and GLP, on the one hand, and the Company, on the other hand, may terminate the Merger Agreement if: (i) the Governmental Order Condition; (ii) the Merger is not consummated by January 15, 2019, which date may be extended in certain circumstances to allow sufficient time to receive certain regulatory approvals; and (iii) the other party breaches any of its representations, warranties, covenants or agreements in the Merger Agreement, the Real Estate Purchase Agreement or the Disaffiliation Agreement, in each case, such that the conditions to close the Merger that relate to compliance with the representations and warranties and other obligations under the Merger Agreement are not reasonably capable of being satisfied while such breach is continuing and the breach is incapable of being cured sufficient to allow satisfaction of the conditions prior to the Outside Date or such breach is capable of being cured and has not been cured within thirty days after notice of such breach.

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        Prior to the delivery of the Written Consent on the Stockholder Consent Delivery Date, the Merger Agreement could have been terminated (i) by Parent and GLP if the Written Consent was not delivered on or prior to the Stockholder Consent Delivery Date or (ii) by the Company as a result of a Change of Board Recommendation (as defined in the Merger Agreement), in which case, the Company would have been required to pay Parent and GLP a termination fee in an aggregate amount of $92.5 million. As the Written Consent was delivered on the Stockholder Consent Delivery Date, the parties are no longer able to terminate the Merger Agreement under these specific provisions.

        If the Merger Agreement is terminated by (i) the Company due to a Specified Breach by Parent or GLP or (ii) Parent and GLP, on the one hand, or the Company, on the other hand, as a result of (x) the Governmental Order Condition relating to required approvals under the HSR Act or any gaming approval or (y) the Merger not being consummated, in either case, by the Outside Date, after giving effect to any extensions thereto, as a result of the failure of the conditions relating to obtaining approvals under the HSR Act or gaming approvals, then Parent and GLP shall pay the Company a reverse termination fee in an aggregate amount of $92.5 million. The parties will also be entitled to seek all remedies available at law or in equity against the other, including specific performance.

Employee Matters

        The Merger Agreement provides that, for a period of six (6) months following the effectiveness of the Merger, the employees of the Company that remain employed by the surviving corporation will receive base compensation that is no less favorable than the base compensation in effect immediately prior to the Effective Time. Parent will also provide benefits (including target annual cash bonus opportunity but excluding equity-based or equity-linked compensation or benefits, and excluding any pension or other retiree benefits) to each continuing employee that, taken as a whole, have a value that is substantially comparable in the aggregate as such benefits provided to similarly-situated employees of Parent and its subsidiaries, or provided to such continuing employee immediately prior to the Effective Time, as determined by Parent in its discretion.

        Following the completion of the Merger, Parent will recognize each continuing employee's service with the Company or any of its subsidiaries for all purposes with respect to benefit plans maintained by Parent or any of its subsidiaries, including determining eligibility to participate, vesting and benefit accruals (including any vacation and paid time off accruals), except to the extent such credit would result in duplication of benefits or for which similarly situated employees of Parent do not receive credit for prior service.

        Parent will take reasonable best efforts to waive any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent or any of its subsidiaries in which continuing employees (and their covered family members) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company benefit plan immediately prior to the Effective Time.

        Parent will also take reasonable best efforts to recognize, or cause to be recognized, the dollar amount of all co-payments / co-insurance, deductibles, out-of-pocket maximums and similar expenses incurred by each continuing employee (and his or her covered family members) during the calendar year in which the Effective Time occurs for purposes of satisfying such year's deductible and out-of-pocket maximum under the relevant welfare benefit plans in which such continuing employee (and family members) will be eligible to participate from and after the Effective Time.

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Amendment, Extension, and Waiver

        The parties may amend provisions of the Merger Agreement at any time, except that after stockholder approval has been obtained (which was effected by delivery of the Written Consent), no amendment that requires further approval by stockholders of the Company is permitted without the further approval of such stockholders. All such amendments must be in writing and signed by each of the parties.

        At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other, (b) waive any breach of the representations and warranties of the other contained in the Merger Agreement, or (c) waive compliance by the other with any of the agreements or covenants contained in the Merger Agreement, except that after stockholder approval has been obtained, no waiver that requires further approval by stockholders of the Company is permitted without the further approval of such stockholders. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to the Merger Agreement to assert any of its rights under the Merger Agreement or otherwise shall not constitute a waiver of such rights.

Insight Portfolio Group

        In addition, prior to the closing of the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, the Company will take all actions necessary to terminate its relationship with Insight Portfolio Group by distributing its interest in Insight Portfolio Group to AEPC or otherwise disposing of such interest.

Governing Law

        The Merger Agreement and all claims and causes of action based upon, arising out of or in connection herewith shall be governed by, and construed in accordance with, the Laws of the State of Delaware. Notwithstanding the foregoing, except to the extent relating to the interpretation of any provisions of the Merger Agreement, any proceeding to which the debt financing sources are a party in connection with the Real Estate Purchase, the Merger and the other transactions contemplated by the Real Estate Purchase Agreement and Merger Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction. In addition, any matter to which a Parent financing source is a party that is related to a Company Material Adverse Effect, the interpretation of representations and warranties under this Agreement, or the consummation of the transactions contemplated by the Merger Agreement, in each case, shall be governed by, and construed in accordance with, the laws of the State of Delaware.

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DISAFFILIATION AGREEMENT

        The summary of the material provisions of the Disaffiliation Agreement set forth below and elsewhere in this information statement is qualified in its entirety by reference to the Disaffiliation Agreement, a copy of which is attached as Exhibit E to the Merger Agreement attached as Annex A to this information statement and is incorporated by reference into this information statement. This summary does not purport to be complete and may not contain all of the information about the Disaffiliation Agreement that is important to you. We encourage you to read the Disaffiliation Agreement carefully in its entirety, as well as this information statement and any documents incorporated herein by reference.

        In connection with the transactions contemplated by the Real Estate Purchase Agreement and the Merger Agreement, the Company, on behalf of itself and its subsidiaries, entered into a Disaffiliation Agreement with AEPC and Parent pursuant to which the parties thereto agreed to address certain tax and other matters relating to the separation of the Company from AEPC and its affiliates and to address the rights and obligations between the Company and its subsidiaries, on the one hand, and AEPC and its affiliates, on the other, under the Tax Allocation Agreement that was entered into on September 16, 2017.

        The Company is part of the AEPC affiliated group (as such term is defined in the Code) (referred to herein as the "Consolidated Group") and from September 16, 2017 through the closing date of the Merger, AEPC and its subsidiaries will file consolidated federal income tax returns with the Company and its subsidiaries. The Tax Allocation Agreement currently governs the relationship of the parties thereto with respect to tax preparation, tax payments and certain other matters.

        Pursuant to the terms of the Disaffiliation Agreement, as of the Effective Time, the Tax Allocation Agreement will terminate and the terms and conditions of the Disaffiliation Agreement will govern the relationship of the parties from and after the Effective Time with respect to the matters set forth therein. Further, AEPC and the Company have agreed to mutually release each other from all rights, obligations, covenants or liabilities AEPC and the Company may have under the Tax Allocation Agreement (or any other tax allocation or tax sharing agreement other than the Disaffiliation Agreement) between the Company or any of its subsidiaries, on the one hand, and AEPC or any of its affiliates (other than the Company or any of its subsidiaries), on the other hand.

        The Disaffiliation Agreement provides that AEPC will prepare and file consolidated federal returns on behalf of the Consolidated Group and will consult with the Company and its subsidiaries that are eligible to be included in a consolidated return with the Company (the "Company Group") with respect to certain matters impacting the Company Group. The Company and AEPC will also have review rights with respect to certain tax returns.

        AEPC will pay and indemnify members of the Company Group for all federal income taxes payable on behalf of the Consolidated Group for all periods that the Company Group was in the Consolidated Group. In addition, AEPC is entitled to all refunds of federal income taxes paid on behalf of the Consolidated Group, other than refunds of federal income taxes paid by the Company Group relating to taxable periods prior to the Company Group joining the Consolidated Group, which the Company is entitled to receive and retain. In certain specified circumstances, the Company has the right to pay any taxes related to the Company Group directly to the taxing authority.

        Subject to certain exceptions, AEPC is obligated to indemnify members of the Company Group for (i) federal and a portion of any state income taxes resulting from or attributable to the Real Estate Purchase and the Merger; (ii) any and all federal, state, local and foreign taxes resulting from or attributable to the Insight Disposition and the distribution, transfer or disposition of the Aruba Operations; (iii) any losses, costs and expenses attributable to breaches of or inaccuracies in certain representations, warranties or covenants of AEPC; and (iv) any losses, costs and expenses relating to any lawsuit or other proceeding (including a derivative lawsuit or proceeding) brought by any holder or

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former holder of any shares of Common Stock of the Company that relates to certain tax allocation payments and state income tax estimates. Further, AEPC must indemnify the Company and members of the Company Group against all taxes allocable to or payable by or with respect to any member of the Consolidated Group (other than members of the Company Group), including any reasonable out-of-pocket expenses (including legal and accounting expenses) incurred by the members of the Company Group in connection with an administrative or judicial proceeding involving a governmental authority relating to any of the foregoing.

        AEPC is also obligated to indemnify members of the Company Group for all reimbursable expenses resulting from or in connection with a distribution, transfer or sale of the Aruba Operations and the Insight Distribution and any payments required to be made by the Company to a third party in connection therewith as well as any interest or penalties incurred by reason of certain late tax filings or late tax payments for the Consolidated Group.

        Generally, with respect to tax allocation payments, the Company will pay to AEPC, for any taxable year of the Consolidated Group in which the Company is a member of the Consolidated Group, an amount equal to the excess, if any, of (i) the amount of federal income taxes that the Company would have been required to pay to the IRS if it were not part of the Consolidated Group and had filed separate consolidated federal income tax returns with respect to the Company Group (excluding taxes attributable to the Merger, the Real Estate Purchase, the Insight Distribution or the Aruba Disposition) over (ii) the amount that the Company has paid to AEPC in respect of such taxable year of the Consolidated Group under the Disaffiliation Agreement or pursuant to the Tax Allocation Agreement as of the Effective Time. The excess, if any, of (a) the sum of any amounts paid by the Company to AEPC under the Disaffiliation Agreement or pursuant to the Tax Affiliation Agreement in respect of any taxable year of the Consolidated Group that have not previously been refunded by AEPC to the Company over (b) the amount described in clause (i) will be refunded by AEPC to the Company.

        The Real Estate Purchase will be a taxable transaction that is expected to generate a material amount of taxable income for the Company that will be included on the consolidated federal income tax return with respect to which AEPC is the common parent. Pursuant to Section 5(c) of the Disaffiliation Agreement, AEPC will be entitled to receive a tax sharing payment from the Company in an amount equal to the estimated federal income taxes that the Company would pay on a stand-alone basis in respect of the income expected to result from or be attributable to the Real Estate Purchase pursuant to the terms of the Real Estate Purchase Agreement. This payment will be estimated based on the methodology set forth in the Disaffiliation Agreement. The amount of such payment is the Real Estate Purchase Tax Amount (as defined in the Merger Agreement) and will reduce the Merger Consideration. This payment to be made under the Disaffiliation Agreement would have, but for the execution of the Disaffiliation Agreement, been made under the Tax Allocation Agreement.

        With regard to state and local income tax liabilities of the Company resulting from the Real Estate Purchase and the Merger (including the Section 338 elections described below), an amount equal to 50% of the estimated amount of such tax liabilities up to $38 million and 100% of any estimated amount of such tax liabilities in excess of $38 million will reduce the Merger Consideration. Such reduction will be based on an estimate of such state and local income tax liability, with AEPC, the Company and GLP generally truing each other up after Closing for any differences between such estimate and the actual state and local income tax liability.

        AEPC and the Company have agreed to cooperate fully with all reasonable requests from the other party in connection with the preparation and filing of tax returns, the computations of certain state income tax amounts, claims for refund and audits concerning issues or other matters covered by the Disaffiliation Agreement. The party requesting assistance is required to reimburse the other for reasonable out-of-pocket expenses incurred in providing such assistance.

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        The Disaffiliation Agreement provides that AEPC will join with Parent to make an election under Section 338(h)(10) of the Code and any elections under state or local tax law corresponding or similar to Section 338 of the Code or equivalent elections with respect to the Company and each of its subsidiaries (the "338 Elections"). The 338 Elections will result in the treatment of the Merger for income tax purposes as a taxable sale of assets by the Company and its subsidiaries to Parent, which will provide in Parent a "step up" in the tax basis of the operating assets acquired in the transactions to fair market value.

        Pursuant to the Disaffiliation Agreement, AEPC, subject to certain exceptions, must indemnify each of the Company and its subsidiaries for any and all liability imposed upon such party resulting from the Company or any of its subsidiaries being considered a member of a "controlled group" within the meaning of ERISA Section 4001(a)(14) of which AEPC is a member.

        The Disaffiliation Agreement contains customary provisions relating to, among other things, purchase price allocation, tax audits and proceedings and accounting procedures and disputes.

        The Disaffiliation Agreement was approved by the Special Committee. In addition, the Board of Directors has delegated all authority to the Special Committee with respect to the review and approval of estimates of the tax amounts that are adjustments to the Merger Consideration and the tax sharing payments that are payable by the Company, in each case, pursuant to the terms of the Disaffiliation Agreement.

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VOTING AGREEMENT

        The summary of the material provisions of the Voting Agreement set forth below and elsewhere in this information statement is qualified in its entirety by reference to the Voting Agreement, a copy of which is attached as Exhibit B to the Merger Agreement attached as Annex A to this information statement and is incorporated by reference into this information statement. This summary does not purport to be complete and may not contain all of the information about the Voting Agreement that is important to you. We encourage you to read the Voting Agreement carefully in its entirety, as well as this information statement and any documents incorporated herein by reference.

        In connection with the execution of the Real Estate Purchase Agreement and Merger Agreement, Parent, GLP, and AEPC and certain of AEPC's affiliates (each, a "Stockholder Party," and collectively, the "Stockholder Parties") entered into a Voting Agreement with respect to all Common Stock owned of record or beneficially by the Stockholder Parties, and any additional shares of Common Stock or other voting securities of the Company of which the Stockholder Parties acquire record or beneficial ownership of during the term of the Voting Agreement. As of May 15, 2018, the record date for determining stockholders entitled to act by written consent with respect to the Supported Matters (as defined below), AEPC was the record owner of 19,984,418 shares of Common Stock, representing approximately 83.9% of the voting power of the issued and outstanding shares of Common Stock and the requisite number of shares of Common Stock necessary to adopt and approve the Supported Matters in accordance with Sections 251 and 271 of the DGCL. The other Stockholder Parties, which consist of certain affiliates of AEPC, beneficially own all of the shares of Common Stock held of record by AEPC.

        Subject to the terms and conditions set forth in the Voting Agreement, the Stockholder Parties agreed to vote the shares of Common Stock over which they have voting power in favor of the adoption of the Real Estate Purchase Agreement, the Merger Agreement, the sale of substantially all of the assets of the Company pursuant to the terms of the Real Estate Purchase Agreement and the Merger Agreement, the Real Estate Purchase, the Merger and the other transactions contemplated in connection therewith (the "Supported Matters"). On May 15, 2018, upon expiration of the Window Shop Period, AEPC satisfied this requirement by delivering a written consent adopting and approving the Supported Matters to Parent and GLP.

        During the term of the Voting Agreement, each Stockholder Party is required to vote, or cause the applicable record holder to vote (or deliver a duly executed written consent with respect thereto), all of the shares of Common Stock such Stockholder Party is entitled to vote (i) in favor of the Supported Matters, (ii) against any Acquisition Proposal, and (iii) against any action, proposal, transaction or agreement that is intended to or would (a) result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Real Estate Purchase Agreement or the Merger Agreement or of AEPC under the Voting Agreement, (b) impede, interfere with, delay, postpone, discourage or adversely affect the timely consummation of the Real Estate Purchase or the Merger or any of the other transactions contemplated by the Real Estate Purchase Agreement, the Merger Agreement or the Voting Agreement, or (c) change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company's charter or Bylaws).

        Each Stockholder Party has also agreed to waive and not exercise any rights to demand appraisal of any shares of Common Stock held by the Stockholder Party or right to dissent from the Merger that such Stockholder Party may have under applicable law. While the Voting Agreement remains in effect, each Stockholder Party, subject to certain exceptions, is prohibited from (i) tendering into any tender or exchange offer, (ii) selling, transferring, offering, exchanging, pledging, hypothecating, granting, encumbering, assigning or otherwise disposing of or encumbering, or entering into any contract, option, agreement or other arrangement or understanding with respect to the transfer of any shares of

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Common Stock owned by such Stockholder Party or beneficial ownership or voting power thereof or therein; (iii) acquiring, offering to acquire, or agreeing to acquire, directly or indirectly, by purchase or otherwise, any material assets of the Company or any of its subsidiaries; (iv) making, or in any way participating in, directly or indirectly, any solicitation of proxies to vote any voting securities of the Company to (I) not adopt or approve the Supported Matters or (II) approve any other matter that if approved would reasonably be expected to prevent, interfere with, discourage, impair or delay the consummation of the Supported Matters; (v) making any public announcement with respect to, or submit a proposal for, or offer for, any transaction involving the Company or its subsidiaries or its and its subsidiaries' securities or assets; (vi) forming, joining or in any way participating in a "group" (as defined in Section 13(d)(3) under the Exchange Act) in connection with any of the actions expressly described in any of clauses (i)-(iv) of this paragraph; or (vii) agreeing to take any of the actions referred to in this paragraph.

        Further, until the earlier of the Effective Time or the termination of the Merger Agreement, each Stockholder Party has agreed it (i) shall not, directly or indirectly, initiate, solicit, facilitate or knowingly encourage any Acquisition Proposal or the making or submission thereof or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, (ii) shall cease immediately and caused to be terminated, and will not authorize or knowingly permit any of its or their representatives to continue, any and all existing activities discussions or negotiations, if any, with any third party conducted prior to the date of the Voting Agreement with respect to any Acquisition Proposal, and (iii) shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its subsidiaries that was furnished on behalf of the Company and its affiliates to return or destroy (and confirm destruction of) all such information.

        The Voting Agreement will terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Real Estate Purchase Agreement or the Merger Agreement in accordance with its terms and (iii) written notice of termination of the Voting Agreement by Parent and GLP to the Stockholder Parties.

        On May 15, 2018, the Company received and delivered to Parent and GLP, the Written Consent executed by AEPC, which on such date owned shares of Common Stock representing approximately 83.9% of the outstanding shares of Common Stock entitled to vote on the adoption of the Merger Agreement and the Real Estate Purchase Agreement and the approval of the Merger and the Asset Sale. Therefore, no further approval by the Company's stockholders is required in connection with the Merger Agreement and the Real Estate Purchase Agreement, including the Merger, the Real Estate Purchase and the Asset Sale.

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MARKET PRICE OF OUR STOCK

        Effective November 15, 2010, the Common Stock was quoted on the OTCQB Market under the symbol "TPCA". As of June 22, 2018, 23,834,512 shares of Common Stock were issued and outstanding, and there were three (3) holders of record of our Common Stock.

        The following table sets forth the reported high and low sales prices per share of Common Stock on the OTCQB Market for the periods indicated.

 
  High   Low  

Fiscal Year Ended December 31, 2016

             

First Quarter

  $ 18.40   $ 15.00  

Second Quarter

  $ 20.65   $ 17.85  

Third Quarter

  $ 23.75   $ 17.00  

Fourth Quarter

  $ 32.00   $ 23.10  

Fiscal Year Ended December 31, 2017

             

First Quarter

  $ 34.00   $ 29.05  

Second Quarter

  $ 44.25   $ 30.75  

Third Quarter

  $ 49.60   $ 42.55  

Fourth Quarter

  $ 59.00   $ 46.80  

Fiscal Year Ending December 31, 2018

             

First Quarter

  $ 59.45   $ 54.01  

Second Quarter through June 22, 2018 (the last practicable trading day before the date of this information statement)

  $ 72.95   $ 51.00  

        The closing sale price of Common Stock on the OTCQB Market on April 13, 2018, which was the last trading day before we announced the Real Estate Purchase and the Merger, was $55.00. On June 22, 2018, the last practicable trading day before the date of this information statement, the closing price of Common Stock on the OTCQB Market was $72.50. You are encouraged to obtain current market quotations for Common Stock.

        We have never paid dividends on outstanding Common Stock. The terms of the Merger Agreement do not allow us to declare or pay a dividend between April 15, 2018 and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Following the consummation of the Merger there will be no further market for the Common Stock.

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APPRAISAL RIGHTS

        The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the full text of Section 262 of the DGCL which is attached to this information statement as Annex C. Stockholders intending to exercise appraisal rights should carefully review Annex C in its entirety. Failure to follow precisely any of the statutory procedures set forth in Section 262 of the DGCL will result in a loss of these rights.

        If the Merger is completed, holders of Common Stock who did not consent to the adoption of the Merger Agreement and who precisely follow the procedures specified in Section 262 of the DGCL within the appropriate time periods will be entitled to have their shares of Common Stock appraised by the Delaware Court of Chancery and to receive the "fair value" of such shares in cash as determined by such court in lieu of the consideration that such stockholders would otherwise be entitled to receive pursuant to the Merger Agreement.

        The following summary description of Section 262 of the DGCL is intended as a brief summary of the material provisions of the statutory procedures required to be followed by a stockholder to perfect appraisal rights under Section 262 of the DGCL. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is attached to this information statement as Annex C. All references in Section 262 and this summary to "stockholder" are to the record holder of the shares of Common Stock as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

        Under Section 262 of the DGCL, where a merger is adopted by stockholders acting by written consent in lieu of a meeting of the stockholders, then either the constituent corporation, before the Effective Time, or the surviving corporation, within ten (10) days thereafter, must notify each stockholder of the constituent corporation who is entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such stock of the corporation. For purposes of determining the stockholders entitled to receive this notice, each constituent corporation may fix in advance a record date that is no more than ten days prior to the date notice is given, provided, that if the notice is given on or after the Effective Time, the record date is the Effective Time. If no record date is fixed in advance and the notice is given prior to the Effective Time, the record date will be the close of business on the day next preceding the day on which notice is given.

        Under Section 262 of the DGCL, holders of shares of the Company's Common Stock who are entitled to appraisal rights must be provided a notice of appraisal rights. The record date for purposes of determining the stockholders entitled to receive the notice of appraisal rights is June 22, 2018. As of June 22, 2018, there were 23,834,512 shares of the Company's Common Stock outstanding.

        This information statement constitutes notice to holders of Common Stock concerning the availability of appraisal rights under Section 262 of the DGCL, a copy of which is attached to this information statement as Annex C. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex C carefully, because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

        Holders of shares of Common Stock who desire to exercise their appraisal rights must deliver to the Company a written demand for appraisal of their shares of Common Stock no later than twenty (20) days after the date of mailing of this Notice of Action By Written Consent and Appraisal Rights and information statement, or July 19, 2018. A demand for appraisal will be sufficient if it reasonably informs the Company of the stockholder's identity and that such stockholder intends thereby to demand appraisal of such stockholder's shares of Common Stock in connection with the Merger. If you wish to exercise your appraisal rights you must be the record holder of such shares of Common Stock on the date the written demand for appraisal is made and you must continue to hold such shares

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of Common Stock through the Effective Time. Accordingly, a stockholder who is the record holder of shares of Common Stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the Effective Time, will lose any right to appraisal in respect of such shares.

        All written demands for appraisal of shares of Common Stock must be mailed or delivered to: Tropicana Entertainment Inc., 8345 West Sunset Blvd., Suite 300, Las Vegas, Nevada 89113, Attention: Theresa Glebocki. Only a holder of record of shares of Common Stock is entitled to demand an appraisal of the shares registered in that holder's name. Accordingly, to be effective, a demand for appraisal by a stockholder of the Company (a) must be made by, or in the name of, the record stockholder, fully and correctly, as the stockholder's name appears on the stockholder's stock certificate(s) or in the transfer agent's records, in the case of uncertificated shares, (b) should specify the stockholder's mailing address and the number of shares registered in the stockholder's name, and (c) must state that the person intends thereby to demand appraisal of the stockholder's shares in connection with the Merger. The demand cannot be made by the beneficial owner if he, she or it is not the record holder of the shares of Common Stock. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm, trust or other nominee, submit the required demand in respect of those shares of Common Stock. If you hold your shares of Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm, trust or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee. A person having a beneficial interest in shares held of record in the name of another person, such as a broker, bank, trust or other nominee, must act promptly to cause the record holder to follow properly and in a timely manner the steps necessary to perfect appraisal rights in accordance with Section 262 of the DGCL.

        If shares of Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by the fiduciary in that capacity. If the shares of Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he, she or it is acting as agent for the record owner. A record owner, such as a bank, brokerage firm, trust or other nominee, who holds shares of Common Stock as a nominee for others, may exercise his or her right of appraisal with respect to the shares of Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Common Stock as to which appraisal is sought. If you hold shares of Common Stock through a broker who in turn holds the shares through a central securities depository nominee, such as Cede & Co., a demand for appraisal of such shares of Common Stock must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder. Where no number of shares of Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Common Stock held in the name of the record owner.

        Within ten (10) days after the Effective Time, the surviving corporation in the Merger must provide written notice that the Merger has become effective to each of the Company's stockholders; provided that if such notice is sent more than twenty (20) days following the sending of this notice, such notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded an appraisal of such holder's shares in accordance with Section 262 of the DGCL.

        At any time within sixty (60) days after the Effective Time, any stockholder who has demanded an appraisal, but has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the portion of the Merger Consideration for that stockholder's

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shares of Common Stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. Any such attempt to withdraw the demand and accept a portion of the Merger Consideration made more than sixty (60) days after the Effective Time will require written approval of the surviving corporation. Unless the demand is properly withdrawn by the stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party within sixty (60) days after the Effective Time, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder's right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of such stockholder's shares as determined in any such appraisal proceeding, which value could be less than, equal to or more than the stockholder's share of the Merger Consideration.

        Within one hundred twenty (120) days after the Effective Time, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Common Stock held by all stockholders entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition must be made upon the surviving corporation. The surviving corporation has no obligation to file a petition, has no present intention to file a petition and holders of shares of Common Stock should not assume that the surviving corporation will file a petition.

        Accordingly, it is the obligation of the holders of shares of Common Stock to initiate all necessary action to perfect their appraisal rights in respect of shares of Common Stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL will result in a loss of such stockholder's appraisal rights. In addition, within one hundred twenty (120) days after the Effective Time, any stockholder who has properly complied with the requirements of Section 262 of the DGCL will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of Common Stock not voted in favor of the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed to the requesting stockholder within ten (10) days after the request has been received by the surviving corporation or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition for appraisal or request from the surviving corporation such written statement.

        If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within twenty (20) days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares of Common Stock and with whom agreements as to the value of their shares of Common Stock have not been reached by the surviving corporation. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights. The Delaware Court of Chancery may require stockholders who hold stock represented by certificates

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and who have demanded an appraisal for their shares of Common Stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings, and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares of Common Stock entitled to appraisal exceeds 1% of the outstanding shares of Common Stock, or (2) the value of the consideration provided in the Merger for such total number of shares of Common Stock exceeds $1 million.

        Upon application by the surviving corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. After determination of the stockholders entitled to appraisal, the appraisal proceeding must be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court of Chancery will determine the fair value of the shares of Common Stock after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value upon surrender of the certificates representing shares of Common Stock, in the case of holders of shares of Common Stock represented by certificates, and forthwith, in the case of holders of book-entry shares. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (a) the difference, if any, between the amount so paid and the fair value of the shares of Common Stock as determined by the Delaware Court of Chancery and (b) interest theretofore accrued, unless paid at that time.

        You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the Merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, we do not anticipate offering more than the per share Merger Consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the "fair value" of a share of Common Stock is less than the per share Merger Consideration. In determining "fair value," the Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that]

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does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered." In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder's exclusive remedy.

        Costs of the appraisal proceeding (which do not include attorneys' fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the parties participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Common Stock entitled to appraisal.

        Any stockholder who demanded appraisal rights will not, after the Effective Time, be entitled to vote shares of Common Stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of Common Stock, other than with respect to payment as of a record date prior to the Effective Time. If no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder's right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder's shares of Common Stock will be deemed to have been converted at the Effective Time into the right to receive a portion of the Merger Consideration for such stockholder's shares of Common Stock, without interest thereon. A stockholder will fail to perfect, or effectively lose, the right to appraisal if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL at any time within sixty (60) days after the Effective Time (or thereafter with the written approval of the surviving corporation) and accept his, her or its share of the Merger Consideration pursuant to the Merger Agreement. Once a petition for appraisal has been filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder of the Company without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, that such restriction shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined the appraisal proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept his, her or its share of the Merger Consideration within sixty (60) days after the Effective Time. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder's statutory appraisal rights.

        In view of the complexity of Section 262 of the DGCL, the Company's stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table shows the beneficial ownership of our Common Stock as of June 22, 2018 (unless otherwise noted) of each person who we know beneficially owns more than 5% of our Common Stock, our directors and named executive officers (as determined in accordance with SEC rules), and all of our directors and executive officers as a group.

        Beneficial ownership, which is determined in accordance with the rules and regulations of the SEC, means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of our Common Stock. The percentage of our Common Stock beneficially owned by a person assumes that the person has exercised all options, and converted all convertible securities, the person holds that are exercisable or convertible within 60 days of June 22, 2018, and that no other persons exercised any of their options or converted any of their convertible securities. Except as otherwise indicated in the footnotes to the table or in cases where community property laws apply, we believe that each person identified in the table possesses sole voting and investment power over all shares of Common Stock shown as beneficially owned by the person. As of June 22, 2018, 23,834,512 shares of the Company's Common Stock were issued and outstanding. Except as otherwise indicated, the business address for each of the following persons is 8345 West Sunset Road, Suite 300, Las Vegas, NV 89113.

Name and Address of Beneficial Owner
  Amount and
Nature of
Beneficial Ownership
  Percent of
Class(1)
 

Icahn Enterprises Holdings L.P.(2)

    19,984,418     83.9 %

Daniel A. Cassella

        0 %

Hunter C. Gary

        0 %

Carl C. Icahn(2)

    19,984,418     83.9 %

Anthony P. Rodio

        0 %

William C. Murtha

        0 %

William A. Leidesdorf

        0 %

Theresa Glebocki

        0 %

Daniel H. Scott

        0 %

Keith Cozza

        0 %

All directors and executive officers as a group (11 persons)

    19,984,418     83.9 %

(1)
Based on 23,834,512 shares of Common Stock outstanding as of June 22, 2018.

(2)
Icahn Enterprises Holdings indirectly beneficially owns 19,984,418 shares of our Common Stock. AEPC directly beneficially owns 19,984,418 shares of our Common Stock. AEPC is an indirect wholly owned subsidiary of Icahn Enterprises Holdings and an affiliate of Beckton, Icahn Enterprises Holdings, Icahn Enterprises GP and Icahn. Beckton is the sole stockholder of Icahn Enterprises G.P., which is the general partner of Icahn Enterprises Holdings. Icahn is the sole stockholder of Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Enterprises Holdings, Icahn Enterprises G.P. and Beckton. In addition, Icahn is the indirect holder of approximately 93% of the outstanding depositary units representing limited partnership interests in IEP). Icahn Enterprises G.P. is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. As of April 27, 2018, AEPC is the record holder of 19,984,418 shares of our Common Stock. Each of Icahn Enterprises Holdings, Icahn Enterprises G.P., Beckton and Icahn has shared voting power and shared dispositive power with regard to all such shares. Each of Icahn Enterprises Holdings, Icahn Enterprises G.P., Beckton and Mr. Icahn, by virtue of their relationships to AEPC (as disclosed above), may be deemed to indirectly beneficially

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    own (as that term is defined in Rule 13d-3 under the Exchange Act) the shares that AEPC directly beneficially owns. Each of Icahn Enterprises Holdings, Icahn Enterprises G.P., Beckton and Mr. Icahn disclaims beneficial ownership of such shares for all other purposes. The address for Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, Suite 4700, New York, New York 10153. The address for Icahn Enterprises Holdings, Icahn Enterprises G.P. and Beckton is 445 Hamilton Avenue, Suite 1210, White Plains, New York 10601. The address for AEPC is 767 Fifth Avenue, 47th Floor, New York, New York 10153-0023. Information for the persons listed above is based on information contained in the most recent Schedule 13D filings and other filings made by such persons with the SEC as well as other information made available to us. In connection with the Real Estate Purchase and the Merger, AEPC, Icahn Enterprises Holdings, Icahn Enterprises G.P., Beckton, and Icahn have entered into the Voting Agreement with Parent and GLP. See "Voting Agreement" on page 75. On May 15, 2018, the Company received and delivered to Parent and GLP, the Written Consent executed by AEPC, which on such date owned shares of Common Stock representing approximately 83.9% of the outstanding shares of Common Stock entitled to vote on the adoption of the Merger Agreement and the Real Estate Purchase Agreement. Therefore, no further approval by the Company's stockholders is required in connection with the Merger Agreement and the Real Estate Purchase Agreement, including the Merger, the Real Estate Purchase and the Asset Sale. If consummated, the Merger would result in a Change in Control of the Company. See "Merger Agreement; Real Estate Purchase Agreement" on page 60.

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WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, and other documents with the SEC. These reports contain additional information about the Company. Stockholders may read and copy any reports, statements or other information filed by the Company at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at (800) SEC-0330 for further information on the operation of the Public Reference Room. The Company's SEC filings are made electronically available to the public at the SEC's website located at www.sec.gov. Stockholders can also obtain free copies of our SEC filings through the "Investor Relations" section of the Company's website at www.tropicanacasinos.com. Our website address is being provided as an inactive textual reference only. The information provided on our website, other than the copies of the documents listed or referenced below that have been or will be filed with the SEC, is not part of this information statement, and therefore is not incorporated herein by reference.

        The SEC allows the Company to "incorporate by reference" information that it files with the SEC in other documents into this information statement. This means that the Company may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this information statement. This information statement and the information that the Company files later with the SEC may update and supersede the information incorporated by reference. Similarly, the information that we later file with the SEC may update and supersede the information in this information statement.

        The Company incorporates by reference each document it files under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this information statement and before the Effective Time. The Company also incorporates by reference in this information statement the following documents filed by it with the SEC under the Exchange Act:

Tropicana Filings:
  Period or Date Filed:
Quarterly Report on Form 10-Q   Filed May 2, 2018, for the Quarterly Period ended March 31, 2018

Definitive Proxy Statement on Form DEF 14A

 

Filed April 30, 2018, for the Annual Meeting of the Company to be held May 24, 2018

Current Reports on Form 8-K

 

Filed April 16, 2018 and May 24, 2018

Annual Report on Form 10-K

 

Filed February 28, 2018, for the Fiscal Year ended December 31, 2017

        The Company undertakes to provide without charge to each person to whom a copy of this information statement has been delivered, upon request, by first class mail or other equally prompt means, a copy of any or all of the documents incorporated by reference in this information statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this information statement incorporates. You may obtain documents incorporated by reference by requesting them in writing or by telephone at Tropicana Entertainment Inc., 8345 W. Sunset Road, Suite 300, Las Vegas, Nevada 89113, Attention: Investor Relations Department, Telephone: (702) 589-3827.

        Parent, Merger Sub and GLP have supplied, and the Company has not independently verified, the information in this information statement relating to Parent, Merger Sub and GLP.

        Some banks, brokers and other nominee record holders may be participating in the practice of "householding" information statements and annual reports. This means that only one copy of our

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information statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document upon written or oral request. Please direct your inquiry or request by mail or telephone to us at the above address and telephone number. If you want to receive separate copies of this information statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and telephone number.

        Stockholders should not rely on information that purports to be made by or on behalf of the Company other than that contained in or incorporated by reference in this information statement. The Company has not authorized anyone to provide information on behalf of the Company that is different from that contained in this information statement. This information statement is dated June 25, 2018. No assumption should be made that the information contained in this information statement is accurate as of any date other than that date, and the mailing of this information statement will not create any implication to the contrary.

86



ANNEX A

AGREEMENT AND PLAN OF MERGER

by and among

ELDORADO RESORTS, INC.,

DELTA MERGER SUB, INC.,

GLP CAPITAL, L.P.

and

TROPICANA ENTERTAINMENT INC.

Dated as of April 15, 2018



TABLE OF CONTENTS

 
   
  Page  

ARTICLE 1 THE MERGER

    A-2  

 

 

 

 

 

 

 

1.1

 

The Real Estate Asset Sale

    A-2  

1.2

 

The Merger

    A-2  

1.3

 

Closing and Effective Time of the Merger

    A-3  

 

 

 

 

 

 

 

ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER

    A-4  

2.1

 

Conversion of Securities

   
A-4
 

2.2

 

Payment for Securities; Surrender of Certificates

    A-4  

2.3

 

Dissenting Shares

    A-7  

2.4

 

Withholding Rights

    A-7  

2.5

 

Certain Adjustments

    A-8  

 

 

 

 

 

 

 

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

    A-8  

3.1

 

Organization; Standing; Power

   
A-8
 

3.2

 

Authority

    A-9  

3.3

 

No Conflict; Consents and Approvals

    A-9  

3.4

 

Litigation

    A-10  

3.5

 

Ownership and Operations of the Company

    A-10  

3.6

 

SEC Reports; Financial Statements

    A-11  

3.7

 

No Undisclosed Liabilities

    A-11  

3.8

 

Absence of Certain Changes or Events

    A-12  

3.9

 

Vote/Approval Required

    A-12  

3.10

 

Compliance with Laws

    A-12  

3.11

 

Taxes

    A-13  

3.12

 

Benefit Plans

    A-14  

3.13

 

Labor Matters

    A-16  

3.14

 

Environmental Matters

    A-17  

3.15

 

Contracts

    A-17  

3.16

 

Insurance

    A-19  

3.17

 

Real Property; Vessels; Personal Property

    A-19  

3.18

 

Intellectual Property

    A-22  

3.19

 

Affiliate Transactions

    A-23  

3.20

 

State Takeover Laws

    A-23  

3.21

 

Brokers

    A-23  

 

 

 

 

 

 

 

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

    A-23  

4.1

 

Organization, Standing and Power

   
A-23
 

4.2

 

Authority

    A-23  

4.3

 

No Conflict; Consents and Approvals

    A-24  

4.4

 

Litigation

    A-24  

4.5

 

Ownership of Company Shares

    A-25  

4.6

 

Licensability; Compliance With Laws

    A-25  

4.7

 

Solvency of Parent

    A-26  

4.8

 

Financing

    A-26  

4.9

 

Ownership of Merger Sub

    A-27  

4.10

 

Brokers

    A-27  

A-i


 
   
  Page  

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF GAMMA

    A-27  

5.1

 

Organization, Standing and Power

   
A-27
 

5.2

 

Authority

    A-27  

5.3

 

No Conflict; Consents and Approvals

    A-28  

5.4

 

Litigation

    A-28  

5.5

 

Licensability; Compliance With Laws

    A-28  

5.6

 

Financial Ability

    A-29  

5.7

 

Brokers

    A-29  

 

 

 

 

 

 

 

ARTICLE 6 COVENANTS

    A-29  

6.1

 

Conduct of Business

   
A-29
 

6.2

 

Access to Information; Confidentiality

    A-33  

6.3

 

No Solicitation

    A-34  

6.4

 

Significant Stockholder Consent; Preparation of Information Statement

    A-36  

6.5

 

Appropriate Action; Consents; Filings

    A-37  

6.6

 

Certain Notices

    A-39  

6.7

 

Public Announcements

    A-39  

6.8

 

Employee Benefit Matters

    A-39  

6.9

 

Indemnification

    A-42  

6.10

 

Parent Agreements Concerning Merger Sub

    A-44  

6.11

 

Takeover Statutes

    A-44  

6.12

 

Section 16 Matters

    A-44  

6.13

 

Stockholder Litigation

    A-44  

6.14

 

OTCQB Quotation and SEC Registration

    A-44  

6.15

 

Actions for Real Estate Purchase

    A-44  

6.16

 

Insight; Aruba Operations

    A-45  

6.17

 

Company Indebtedness

    A-46  

6.18

 

Financing; Financial Statements

    A-47  

6.19

 

Actions with Respect to Real Estate Purchase Required Consents

    A-50  

 

 

 

 

 

 

 

ARTICLE 7 CONDITIONS TO CONSUMMATION OF THE MERGER

    A-50  

7.1

 

Conditions to Obligations of Each Party Under This Agreement

   
A-50
 

7.2

 

Conditions to Obligations of the Company Under This Agreement

    A-51  

7.3

 

Conditions to Obligations of the Acquirors and Merger Sub Under This Agreement

    A-51  

7.4

 

Frustration of Closing Conditions

    A-52  

 

 

 

 

 

 

 

ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER

    A-53  

8.1

 

Termination

   
A-53
 

8.2

 

Effect of Termination

    A-54  

8.3

 

Termination Fees

    A-54  

8.4

 

Amendment

    A-55  

8.5

 

Acquiror Consents, Notices and Actions

    A-55  

8.6

 

Waiver

    A-56  

8.7

 

Ancillary Agreement

    A-56  

 

 

 

 

 

 

 

ARTICLE 9 GENERAL PROVISIONS

    A-56  

9.1

 

Non-Survival of Representations and Warranties

   
A-56
 

9.2

 

Fees and Expenses

    A-56  

A-ii


 
   
  Page  

9.3

 

Notices

    A-56  

9.4

 

Certain Definitions

    A-58  

9.5

 

Headings

    A-70  

9.6

 

Severability

    A-70  

9.7

 

Entire Agreement

    A-70  

9.8

 

Assignment

    A-70  

9.9

 

No Third Party Beneficiaries

    A-70  

9.10

 

Mutual Drafting; Interpretation; Representations and Warranties

    A-71  

9.11

 

Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury

    A-72  

9.12

 

Counterparts

    A-73  

9.13

 

Remedies; Joint and Several Liability; Specific Performance

    A-73  

9.14

 

No Recourse

    A-74  

9.15

 

Financing Source Matters

    A-74  

Exhibit A

 

Real Estate Purchase Agreement

       

Exhibit B

 

Form of Voting Agreement

       

Exhibit C

 

Form of Certificate of Incorporation of Surviving Corporation

       

Exhibit D

 

Form of Bylaws of the Surviving Corporation

       

Exhibit E

 

Form of Disaffiliation Agreement

       

A-iii



AGREEMENT AND PLAN OF MERGER

        This AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2018 (this "Agreement"), is made by and among Eldorado Resorts, Inc., a Nevada corporation ("Parent"), Delta Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), GLP Capital, L.P., a Pennsylvania limited partnership ("Gamma" and together with Parent, the "Acquirors"), and Tropicana Entertainment Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.4 or as otherwise defined elsewhere in this Agreement.


RECITALS

        WHEREAS, the Company, Parent and Merger Sub desire to effect the merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation") on the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware, as amended (the "DGCL");

        WHEREAS, the Company and the Acquirors desire to effect the sale of the Transferred Real Estate Assets from the Company to Gamma immediately prior to the Merger (the "Real Estate Purchase") on the terms and subject to the conditions set forth in Exhibit A hereto (the "Real Estate Purchase Agreement");

        WHEREAS, the Board of Directors of Merger Sub has, upon the terms and subject to the conditions set forth herein, approved and declared it advisable for Merger Sub to enter into this Agreement and consummate the transactions contemplated hereby, including the Merger;

        WHEREAS, the Board of Directors of Parent has, upon the terms and subject to the conditions set forth herein, approved this Agreement and the transactions contemplated hereby, including the Merger, and Parent, as the sole stockholder of Merger Sub, has adopted this Agreement in accordance with the DGCL;

        WHEREAS, the Board of Directors of the Company (the "Company Board") has, upon the terms and subject to the conditions set forth herein, (i) approved and declared advisable this Agreement and the Real Estate Purchase Agreement and the Transactions, including the Merger and the Real Estate Purchase, (ii) determined that the terms of this Agreement and the Transactions, including the Merger and the Real Estate Purchase and the transactions contemplated by Section 6.16 are fair to, and in the best interests of, the Company and its stockholders, and (iii) recommended that the Company's stockholders adopt this Agreement and approve the Transactions, including the Real Estate Purchase and the transactions contemplated by Section 6.16 (the "Company Board Recommendation");

        WHEREAS, on a timeline to be agreed upon between the parties, and in any event prior to the Closing, the Company will take all actions necessary to (a) distribute, transfer or sell the Aruba Operations and (b) consummate the Insight Disposition in accordance with Section 6.16;

        WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of the Acquirors to enter into this Agreement, the Significant Stockholder is entering into a voting agreement, substantially in the form attached hereto as Exhibit B (the "Voting Agreement"), pursuant to which the Significant Stockholder has agreed, on the terms and subject to the conditions set forth in the Voting Agreement, to, among other things, vote all of its Company Shares to adopt this Agreement and approve the Transactions, including the Real Estate Purchase Agreement and the Real Estate Purchase, in each case in accordance with the DGCL by delivering the Significant Stockholder Consent by 6:00 p.m., New York City time, on the Stockholder Consent Delivery Date;

A-1


        WHEREAS, concurrently with the execution and delivery of this Agreement, Gamma and the Company are entering into the Real Estate Purchase Agreement; and

        WHEREAS, Parent, Merger Sub, Gamma and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Transactions and also to prescribe various conditions to the Transactions.

        NOW, THEREFORE, in consideration of the foregoing, and the covenants, premises, representations and warranties and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties to this Agreement agree as follows:


ARTICLE 1
THE MERGER

        1.1    The Real Estate Asset Sale.     At the Closing, but immediately prior to the consummation of the Merger and in exchange for the Real Estate Purchase Price, the Company and Gamma (or its designee) shall perform their respective obligations under, and thereby effect the Real Estate Purchase, on the terms and subject to the conditions set forth in the Real Estate Purchase Agreement; provided, however, that if Gamma assigns the Real Estate Purchase Agreement to a designee pursuant to the terms of the Real Estate Purchase Agreement, Gamma shall guarantee all of the obligations of its designee thereunder.


        1.2
    The Merger     

            (a)   Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving Corporation of the Merger and as a wholly-owned Subsidiary of Parent. The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time and, subject to the Real Estate Purchase, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger, the Real Estate Purchase and the other transactions contemplated by this Agreement and the Real Estate Purchase Agreement are referred to herein as the "Transactions", and the Transactions excluding the distribution, transfer or sale of the Aruba Operations and the Insight Disposition are referred to herein as the "Acquiror Transactions".

            (b)   At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety in the form set forth as Exhibit C hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit D hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

            (c)   At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall

A-2


    become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

            (d)   If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation or Gamma, as applicable, its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation or Gamma, as applicable, as a result of, or in connection with, the Transactions or otherwise to carry out this Agreement and the Ancillary Agreements, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or Gamma, as applicable, or otherwise to carry out this Agreement and the Ancillary Agreements.


        1.3
    Closing and Effective Time of the Merger.     The closing of the Real Estate Purchase and Merger (the "Closing") will take place at 10:00 a.m., Eastern time, at the offices of Thompson Hine LLP, 335 Madison Avenue, 12th Floor, New York, NY 10017, on the fourth (4th) Business Day after the satisfaction or waiver of all of the applicable conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing); provided, however, that the Acquirors may elect to defer the Closing to the last Business Day of the month in which the Closing would have otherwise occurred by providing written notice to the Company at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred; provided, further that if the Closing is scheduled to occur in December, the Company may elect, in its discretion and regardless of any election made by the Acquirors pursuant to this Section 1.3, to defer the Closing to the first (1st) Business Day of the following calendar year by providing written notice to the Acquirors at least four (4) Business Days in advance of the date on which the Closing would otherwise have occurred. The actual date on which the Closing is to occur pursuant to this Section 1.3 is referred to as the "Closing Date." On the Closing Date, Merger Sub or the Company shall cause a certificate of merger (the "Certificate of Merger") to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL in connection with the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware (which filing shall immediately follow the consummation of the Real Estate Purchase), or such later date and time as is agreed upon by the parties hereto and specified in the Certificate of Merger (such date and time hereinafter referred to as the "Effective Time").

A-3



ARTICLE 2
CONVERSION OF SECURITIES IN THE MERGER

        2.1    Conversion of Securities.     At the Effective Time, by virtue of the Merger and without any action on the part of the Acquirors, Merger Sub, the Company or the holders of any of the following securities:

            (a)    Conversion of Company Shares.    Each share of common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (each, a "Company Share" and collectively, the "Company Shares"), other than Company Shares to be cancelled or converted pursuant to Sections 2.1(b) or (c) or Dissenting Shares, shall be converted into and thereafter represent the right to receive the Per Share Merger Consideration, subject to any withholding of Taxes required by applicable Law, upon surrender of the Certificates or Book-Entry Company Shares in accordance with Section 2.2. As of the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Per Share Merger Consideration to be paid in accordance with Section 2.2.

            (b)    Cancellation of Treasury Shares and Parent and Merger Sub Owned Shares.    Each Company Share held by the Company (as treasury stock or otherwise), Parent or Merger Sub or any of their respective direct or indirect wholly-owned Subsidiaries, in each case, immediately prior to the Effective Time, shall automatically be cancelled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.

            (c)    Merger Sub Equity Interests.    Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.


        2.2
    Payment for Securities; Surrender of Certificates.     

            (a)    Paying Agent.    At or prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company) for the purpose of delivering or causing to be delivered to each holder of Company Shares the Per Share Merger Consideration that such holder shall become entitled to receive with respect to each Company Share held by such holder pursuant to the Merger (the "Paying Agent"). The Company shall pay, or cause to be paid, the fees and expenses of the Paying Agent. At or prior to the Effective Time, (x) Parent shall deposit, or cause to be deposited, the Parent Merger Consideration with the Paying Agent and (y) following the RE Closing, the Company shall deposit, or cause to be deposited, a cash amount equal to the Real Estate Purchase Price plus a cash amount equal to the Aruba Proceeds (if any) minus the amount of the Aruba Expenses (if any) minus the amount of Insight Liabilities (if any) minus the amount of the Real Estate Purchase Tax Amount minus 50% of the Estimated State Income Tax Amount (which Estimated State Income Tax Amount shall be limited to a maximum of $38,000,000 for this purpose) minus the excess, if any of the Estimated State Income Tax Amount over $38,000,000 with the Paying Agent (such cash deposited with the Paying Agent, collectively, the "Payment Fund"), which holders of Company Shares (other than Company Shares to be cancelled or converted pursuant to Sections 2.1(b) or (c) or Dissenting Shares), shall be entitled to at the Effective Time upon due surrender of the Certificates Certificate (or affidavits of loss in lieu of the Certificates) or Book-Entry Company Shares. The Payment Fund shall be invested by the Paying Agent as directed by Parent, pending payment thereof by the Paying Agent to the holders of the Company Shares; provided, however, that any

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    such investments shall be in obligations of, or guaranteed by, the United States government or rated A-1 or P-1 or better by Moody's Investor Service, Inc. or Standard & Poor's Corporation, respectively. Earnings from such investments shall be payable to Parent or the Surviving Corporation, as Parent directs, and no part of such earnings shall accrue to the benefit of holders of Company Shares.

            (b)    Procedures for Surrender.    

              (i)    Certificates.    As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Company Shares represented by certificates (the "Certificates"), which Company Shares were converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement: (A) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, shall include any certifications Parent may reasonably request relating to any withholding obligations of Parent under the Code or other applicable Tax Law, and shall otherwise be in such form as Parent and the Paying Agent shall reasonably agree; and (B) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Per Share Merger Consideration for each Company Share. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with delivery of a letter of transmittal, duly executed and completed in proper form, with respect to such Certificates, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificates shall be entitled to receive the Per Share Merger Consideration for each Company Share formerly represented by such Certificates (without interest and after giving effect to any required Tax withholdings as provided in Section 2.4), and any Certificate so surrendered shall forthwith be cancelled. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have established to the satisfaction of Parent and the Surviving Corporation that such Taxes either have been paid or are not required to be paid. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Agreement, except for Certificates representing Company Shares that are Dissenting Shares, which shall be deemed to represent the right to receive the Dissenting Stockholder Consideration.

              (ii)    Book-Entry Company Shares.    Notwithstanding anything to the contrary contained in this Agreement, no holder of non-certificated Company Shares represented by book-entry ("Book-Entry Company Shares") shall be required to deliver a Certificate or, in the case of holders of Book-Entry Company Shares held through The Depository Trust Company, an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to Section 2.1(a). In lieu thereof, each holder of record of one or more Book-Entry Company Shares held through The Depository Trust Company whose Company Shares were converted into the right to receive

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      the Per Share Merger Consideration at the Effective Time pursuant to this Agreement shall, upon receipt of an "agent's message" in customary form by the Paying Agent (or such other evidence of transfer or surrender as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee as promptly as practicable after the Effective Time, the Per Share Merger Consideration in respect of each such Book-Entry Company Share pursuant to the provisions of this Article 2 (after giving effect to any required Tax withholdings as provided in Section 2.4), and such Book-Entry Company Shares of such holder shall be cancelled. As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Company Shares not held through The Depository Trust Company: (A) a letter of transmittal, which shall include any certifications Parent may reasonably request relating to any withholding obligations of Parent under the Code or other applicable Tax Law and be in such form as Parent and the Paying Agent shall reasonably agree; and (B) instructions for returning such letter of transmittal in exchange for the Per Share Merger Consideration. Upon delivery of such letter of transmittal, duly executed and completed in proper form, in accordance with the terms of such letter of transmittal, the holder of such Book-Entry Company Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration in respect of each such Book-Entry Company Share pursuant to the provisions of this Article 2 (without interest and after giving effect to any required Tax withholdings as provided in Section 2.4), and such Book-Entry Company Shares shall forthwith be cancelled. Payment and delivery of the Per Share Merger Consideration with respect to Book-Entry Company Shares shall only be made to the Person in whose name such Book-Entry Company Shares are registered. No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Company Shares. Until paid or surrendered as contemplated hereby, each Book-Entry Company Share shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Agreement, except for Book-Entry Company Shares representing Company Shares that are Dissenting Shares, which shall be deemed to represent the right to receive the Dissenting Stockholder Consideration.

            (c)    Transfer Books; No Further Ownership Rights in Shares.    At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Company Shares that represented ownership of Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.

            (d)    Termination of Fund; Abandoned Property; No Liability.    Any portion of the funds in the Payment Fund (including any interest received with respect thereto) made available to the Paying Agent that remains unclaimed by the holders of Certificates or Book-Entry Company Shares on the first (1st) anniversary of the Effective Time will be returned to Parent or an Affiliate thereof designated by Parent, upon demand, and any such holder who has not tendered its Certificates or Book-Entry Company Shares for the Per Share Merger Consideration in accordance with Section 2.2(b) prior to such time shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws) for delivery of the Per Share Merger Consideration, without interest and subject to any withholding of Taxes required by applicable Law, in respect of such holder's surrender of their Certificates or Book-Entry Company Shares and in compliance with the procedures in Section 2.2(b). Any Aggregate Merger Consideration remaining unclaimed

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    by the holders of Certificates or Book-Entry Company Shares immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity will, to the extent permitted by applicable Law, become the property of Parent or an Affiliate thereof designated by Parent, free and clear of any claim or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Merger Sub, the Surviving Corporation, the Paying Agent or their respective Affiliates will be liable to any holder of a Certificate or Book-Entry Company Shares for the Aggregate Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any portion of the Aggregate Merger Consideration made available to the Paying Agent pursuant to Section 2.2(a) in respect of Dissenting Shares shall be returned to Parent or an Affiliate thereof designated by Parent, upon demand.

            (e)    Lost, Stolen or Destroyed Certificates.    In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the Person claiming such Certificates to be lost, stolen or destroyed, the Per Share Merger Consideration payable in respect thereof pursuant to Section 2.1(a). Parent may, in its reasonable discretion and as a condition precedent to the payment of such Per Share Merger Consideration, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in a reasonable sum as it may direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.


        2.3
    Dissenting Shares.     Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.3), Company Shares outstanding immediately prior to the Effective Time (other than Company Shares cancelled in accordance with Section 2.1 (b)) and held by a holder who did not vote in favor of the adoption of this Agreement, and who is entitled to demand and has properly demanded appraisal for such Company Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Company Shares, the "Dissenting Shares") shall not be converted into the right to receive the Per Share Merger Consideration. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and the holders of Dissenting Shares shall cease to have any rights with respect thereto, except the rights granted to them under Section 262 of the DGCL (the "Dissenting Stockholder Consideration"). If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the Dissenting Stockholder Consideration in respect of such Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Per Share Merger Consideration, without interest and subject to any withholding of Taxes required by applicable Law in accordance with this Article 2 and shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent prompt written notice of any demands received by the Company for appraisal of Company Shares, any waiver or withdrawal of any such demand, and any other demands, notices or instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the Dissenting Stockholder Consideration for such Dissenting Shares, and Parent shall have the opportunity and right to participate in and control all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing, except to the extent required by applicable Law.


        2.4
    Withholding Rights.     The Company, Parent, Merger Sub, the Surviving Corporation and the Paying Agent, as the case may be, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement, such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, the Treasury Regulations or any other

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provision of applicable Law. Any amounts deducted or withheld from any such payment shall be timely remitted to the applicable Taxing Authority and, when so remitted, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. If Parent, Merger Sub or the Company become aware that any amount is required to be withheld from the Aggregate Merger Consideration (other than pursuant to Section 1471, 1472 or 3406 of the Code), it shall promptly notify the other parties to this Agreement. Parent shall use reasonable efforts to notify the Company and the Significant Stockholder of any amounts required to be withheld or deducted from the Aggregate Merger Consideration and remitted to any Taxing Authority (other than pursuant to Section 1471, 1472 or 3406 of the Code), including providing a copy of the Law pursuant to which such withholding is to be made, at least twenty (20) days before any such withholding.


        2.5
    Certain Adjustments.     In the event that, between the date of this Agreement and the Effective Time, any change in the outstanding Company Shares shall occur as a result of any stock split, reverse stock split, stock dividend (including any dividend or distribution of Equity Interests convertible into or exchangeable for Company Shares), recapitalization, reclassification, combination, exchange of shares or other similar event, the Per Share Merger Consideration shall be equitably adjusted to reflect such event and to provide to holders of Company Shares the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 2.5 shall be deemed to permit or authorize the Company to take any such action or effect any such change that it is not otherwise authorized or permitted to take pursuant to this Agreement (including Section 6.1).


ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except (a) as set forth in the disclosure schedule delivered by the Company to the Acquirors and Merger Sub (the "Company Disclosure Letter") prior to the execution of this Agreement (with specific reference to the representations and warranties in this Article 3 to which the information in such schedule relates; provided that disclosure in the Company Disclosure Letter as to a specific representation or warranty shall qualify any other Sections of this Agreement to the extent (notwithstanding the absence of a specific cross reference) it is reasonably apparent on its face that such disclosure relates to such other Sections), and (b) as disclosed in the Company SEC Documents filed since January 1, 2017 and publicly available at least forty-eight (48) hours prior to the execution and delivery of this Agreement (other than any disclosures contained in the "Forward Looking Statements" or "Risk Factors" sections of such Company SEC Documents, and any other disclosures contained in such Company SEC Documents that are predictive, cautionary or forward-looking in nature), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation or warranty is reasonably apparent on the face of such disclosure, the Company hereby represents and warrants to the Acquirors and Merger Sub as follows:


        3.1
    Organization; Standing; Power.     

            (a)   The Company and each of its Subsidiaries (i) is a limited liability company, limited partnership, general partnership or corporation, as applicable, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, organization or incorporation, as applicable, (ii) has all requisite limited liability company, limited partnership, general partnership or corporate power, as applicable, and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except with respect to clause (iii) where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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            (b)   The Company has previously furnished to the Acquirors a true and complete copy of the Organizational Documents of the Company and each of its Subsidiaries, in each case as amended to the date of this Agreement, and each as so delivered is in full force and effect. The Company is not in violation of, and no Subsidiary is in material violation of, any provision of its Organizational Documents.


        3.2
    Authority.     The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and, subject to the receipt of the Company Stockholder Approval, to perform its obligations hereunder and thereunder and consummate the Transactions. The execution, delivery and performance of this Agreement, the Real Estate Purchase Agreement and the Disaffiliation Agreement by the Company and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate proceedings on the part of the Company are necessary to approve this Agreement and the Ancillary Agreements to which it is a party or to consummate the Transactions, other than the receipt of the Company Stockholder Approval and the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL. This Agreement, the Real Estate Purchase Agreement and the Disaffiliation Agreement have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Acquirors and Merger Sub, as applicable, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity). As of the date hereof, the Company Board, at a meeting duly called at which all of the directors of the Company were present, has unanimously approved and declared advisable this Agreement, the Real Estate Purchase Agreement, the Disaffiliation Agreement and the Transactions and, subject to Section 6.4, has resolved to recommend that the Company's stockholders approve this Agreement, the Real Estate Purchase Agreement, the Disaffiliation Agreement and the Transactions. The Company Stockholder Approval is the only vote or consent of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the Ancillary Agreements to which the Company is a party, the Merger, the Real Estate Purchase and the other Transactions.


        3.3
    No Conflict; Consents and Approvals.     

            (a)   The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii) to (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

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            (b)   The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Transactions, do not and will not require the Company to obtain any consent, approval, authorization or permit of, action by, or to make any filing with or notification to, any governmental or regulatory authority (including any stock exchange and any Gaming Authority), agency, court, commission, or other governmental body (each, a "Governmental Entity"), except for (i) such filings as may be required under applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and under state securities, takeover and "blue sky" Laws, (ii) the filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) such filings and other actions as are necessary to obtain all required Gaming Approvals, (iv) those consents and approvals identified in Section 3.17(e) of the Company Disclosure Letter, (v) such filings as are necessary to comply with the applicable requirements of the OTCQB, (vi) the filing with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, and (vii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.


        3.4
    Litigation.     Except as would not reasonably be expected to have a Company Material Adverse Effect, (a) there is no suit, claim, action, proceeding, arbitration, mediation or investigation (each, an "Action") pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties by or before any Governmental Entity, (b) no Governmental Entity has since January 1, 2016, challenged or questioned in writing the legal right of the Company or any of its Subsidiaries to conduct its operations as presently or previously conducted, and (c) neither the Company nor any of its Subsidiaries nor any of their respective properties is or are subject to any judgment, order, injunction, rule or decree of any Governmental Entity (other than orders relating to the ordinary course operation of the business of the Company and its Subsidiaries issued by Gaming Authorities under applicable Gaming Laws).


        3.5
    Ownership and Operations of the Company.     

            (a)   The authorized capital stock of the Company consists of 100,000,000 Company Shares and 10,000,000 shares of preferred stock, $0.01 par value per share (the "Preferred Stock"). As of the date hereof, (i) 23,834,512 Company Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were free of preemptive rights and (ii) no Company Shares were held in treasury. As of the date hereof, no shares of Preferred Stock were issued and outstanding. Except as set forth above, as of the date of this Agreement, (i) there are (A) no outstanding Equity Interests of the Company, (B) no Equity Interests of the Company convertible into or exchangeable for shares of capital stock or other voting securities of the Company or (C) no options or other rights to acquire from the Company, and no obligation of the Company to issue, any Equity Interests of the Company, (ii) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Equity Interests of the Company, and (iii) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued Equity Interests of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party except as contemplated by the Real Estate Purchase Agreement.

            (b)   Section 3.5(b) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company and for each such Subsidiary, its state of organization, entity type, and outstanding number and type of Equity Interests. Each of the outstanding Equity Interests of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such Equity Interests are (i) owned by the Company or another wholly-owned Subsidiary of the Company and (ii) free and clear of all Liens.

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        3.6
    SEC Reports; Financial Statements.     

            (a)   The Company has filed or otherwise transmitted all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 1, 2017 (all such forms, reports, statements, certificates and other documents filed since January 1, 2017 and prior to the date hereof, collectively, the "Company SEC Documents"). As of their respective dates, or, if amended, as of the date of the last such amendment, each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, and the applicable rules and regulations promulgated thereunder, as the case may be, each as in effect on the date so filed. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file periodic reports with the SEC.

            (b)   The audited consolidated financial statements of the Company (including any related notes thereto) included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated.

            (c)   The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e), and 15d-15(e) under the Exchange Act) designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities and that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

            (d)   The Company maintains a system of internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.


        3.7
    No Undisclosed Liabilities.     Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued or contingent, of a nature that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries, except for liabilities and obligations (a) reflected or reserved against in the Company's consolidated balance sheet on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC, (b) incurred in the ordinary course of business since the date of such balance sheet, none of which would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (c) which have been discharged or paid in full prior to the date of this Agreement or (d) incurred pursuant to the transactions contemplated by this Agreement. Since January 1, 2018, neither the Company nor any of its Subsidiaries has entered into any off-balance sheet transactions, arrangements, or obligations (including contingent obligations) that may have a current or future material effect on the financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses of the Company and its Subsidiaries.

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        3.8
    Absence of Certain Changes or Events.     Since January 1, 2018 through the date of this Agreement, except as otherwise contemplated or permitted by this Agreement, the businesses of the Company and its Subsidiaries have been conducted in the ordinary course of business consistent with past practice, and there has not been any event, development or state of circumstances that, individually or in the aggregate, has had a Company Material Adverse Effect.


        3.9
    Vote/Approval Required.     The affirmative vote or written consent of the holders of a majority of the outstanding Company Shares in favor of each of (a) adopting this Agreement and (b) approving the transactions contemplated by the Real Estate Purchase Agreement, including the Real Estate Purchase, and the transactions contemplated by Section 6.16 (collectively, the "Company Stockholder Approval") are the only votes or consents of the holders of any class or series of the Company's Equity Interests necessary to approve or adopt this Agreement and the Ancillary Agreements to which the Company is a party or to consummate the Transactions, including the Merger and the Real Estate Purchase. The delivery of the Significant Stockholder Consent will satisfy the Company Stockholder Approval.


        3.10
    Compliance with Laws.     

            (a)   Except with respect to Taxes, ERISA, labor matters and environmental matters (which are the subject of Section 3.11, Section 3.12, Section 3.13 and Section 3.14, respectively), the Company and each of its Subsidiaries are in compliance with all Laws applicable to them or by which any of their respective properties are bound, except where any non-compliance would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except with respect to Environmental Laws (which are the subject of Section 3.14), the Company and its Subsidiaries have been and are in compliance with all applicable licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions of all Governmental Entities (collectively, "Permits and Approvals") necessary for them to own, lease or operate their properties and to carry on their respective businesses as now conducted, except for any Permits and Approvals the absence of, or noncompliance with, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or materially impair or materially delay the Closing. Since January 1, 2013, neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees nor, to the Knowledge of the Company, any of their respective agents acting for or on behalf of the Company or its Subsidiaries, has (i) made, authorized or offered any payment or transfer of anything of value to any employee or official of any Governmental Entity, political party or campaign, official or employee of any public international organization, or official or employee of any government-owned enterprise or institution to obtain or retain business or secure an improper advantage, or (ii) otherwise conducted any transaction, transfer or business in violation of the Foreign Corrupt Practice Act of 1977, as amended, or any other applicable anti-corruption, anti-bribery or anti-money laundering Law.

            (b)   The Company and its Subsidiaries hold all Permits and Approvals (including Gaming Approvals) necessary for the Company and its Subsidiaries to own, lease or operate their properties and to carry on their respective businesses as now conducted, except for any Permits and Approvals the absence of, or noncompliance with, would not, individually or in the aggregate, reasonably be expected to materially affect the Company's and its Subsidiaries' businesses as currently conducted or materially impair or materially delay the Closing. To the Knowledge of the Company, each (i) of the Affiliates of the Company and its Subsidiaries that will be included in the process of determining the suitability of the Company and its Subsidiaries for a Gaming Approval by a Gaming Authority and (ii) director, officer, partner and manager of the Company and its Subsidiaries and Persons performing management functions similar to those performed by officers, partners or managers (the Persons contemplated by sub-sections (i) and (ii), collectively, "Company Licensed Parties"), hold all Permits and Approvals (including Gaming Approvals)

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    necessary for the Company and its Subsidiaries to own, lease or operate their properties and to carry on their respective businesses as now conducted, except for any Permits and Approvals the absence of, or noncompliance with, would not, individually or in the aggregate, reasonably be expected to materially affect the Company's and its Subsidiaries' businesses as currently conducted or materially impair or materially delay the Closing. All such Permits and Approvals are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to materially affect the Company's and its Subsidiaries' businesses as currently conducted or materially impair or materially delay the Closing. To the Knowledge of the Company, no event has occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Permits and Approvals that are currently in effect, the loss of which would, individually or in the aggregate, be reasonably likely to materially affect the Company's and its Subsidiaries' businesses as currently conducted or materially impair or materially delay the Closing. The Company, its Subsidiaries, and to the Knowledge of the Company, each of the Company Licensed Parties, are in good standing, and in compliance with all Gaming Laws, in each of the jurisdictions in which the Company, any of its Subsidiaries or any Company Licensed Party owns or operates gaming facilities. Neither the Company, nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of the Company Licensed Parties has received written notice within the past five (5) years of any investigation or review by any Governmental Entity with respect to the Company or its or its Subsidiaries' businesses and operations, other than investigations or reviews (x) conducted in connection with ordinary license renewal procedures and/or (y) the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or materially impair or materially delay the Closing. To the Company's Knowledge, no investigation or review is threatened, nor has any Governmental Entity indicated in writing any intention to conduct the same, other than investigations or reviews (x) conducted in connection with ordinary license renewal procedures and/or (y) the outcome of which would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or materially impair or materially delay the Closing.

            (c)   Neither the Company, nor any of its Subsidiaries, nor, to the Knowledge of the Company, any Company Licensed Party has received any written claim, demand, notice, complaint, court order or administrative order from any Gaming Authority or other Governmental Entity in the past three (3) years under, or relating to any violation or possible violation of, any Gaming Law which did or would reasonably be likely to result in an individual fine or penalty of $25,000 or more. To the Knowledge of the Company, there are no facts which, if known to any Gaming Authority, would be reasonably likely to result in the revocation, limitation or suspension of a Permit and Approval (including any Gaming Approval) or result in a negative outcome to any finding of suitability proceedings or registrations, in each case with respect to the Company, its Subsidiaries or any Company Licensed Party. Neither the Company, nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of the Company Licensed Parties, has suffered a suspension, denial, non-renewal, limitation or revocation of any Gaming Approval within the last five (5) years.

        3.11    Taxes.    

            (a)   All material Tax Returns required by applicable Law to be filed by or on behalf of the Company or any of its Subsidiaries have been timely filed in accordance with all applicable Laws (after giving effect to any extensions of time in which to make such filings), and all such Tax Returns are true, correct and complete in all material respects. There is no outstanding material claim in writing by any Governmental Entity where the Company or any of its Subsidiaries does not file a particular type of Tax Return that it is required to file such Tax Return or may be subject to Tax.

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            (b)   Neither the Company nor any of its Subsidiaries is delinquent in the payment of any material amount of Tax (including Taxes required to have been withheld by the Company or any of its Subsidiaries) for which reserves have not been established in accordance with GAAP on the most recent balance sheet included in the Company SEC Documents.

            (c)   No material Liens for Taxes exist with respect to any assets or properties of the Company or any of its Subsidiaries, except for Permitted Liens.

            (d)   There are no Proceedings (including assessments of deficiencies, audits or similar reviews) now pending or threatened in writing against or with respect to the Company or any of its Subsidiaries with respect to any material amount of Tax. None of the Company or any Subsidiary is subject to any outstanding waiver or extension of the statute of limitations in respect of a material amount of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course). None of the Company or any of its Subsidiaries has engaged in a "listed transaction" or "transaction of interest" as defined in Treasury Regulations Section 1.6011-4(b)(2) or (6).

            (e)   None of the Company or any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for income tax purposes for a taxable period (or portion thereof) ending on or prior to the Closing Date initiated by the Company or any Subsidiary prior to the Closing Date without the consent of Parent; or (ii) "closing agreement" as described in Section 7121 of the Code (or any similar provision of state, local, or other Tax Law) executed on or prior to the Closing Date without the consent of Parent.


        3.12
    Benefit Plans.     

            (a)   Section 3.12(a) of the Company Disclosure Letter sets forth a true and complete list of each material Company Plan. "Company Plans" means each "employee benefit plan" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, retention, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which any employee or former employee or other service provider of the Company or its Subsidiaries has any present or future right to compensation or benefits or with respect to which the Company or its Subsidiaries has any liability (contingent or otherwise), but in each case other than a "multiemployer plan" within the meaning of Section 3(37) of ERISA (a "Multiemployer Plan") or a Controlled Group Plan. With respect to each Company Plan, the Company has furnished or made available to the Acquirors a current, accurate and complete copy thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument, (ii) the most recent determination letter or opinion letter of the Internal Revenue Service (the "IRS"), (iii) any summary plan description and other equivalent written communications by the Company or its Subsidiaries to their employees concerning the extent of the material benefits provided and (iv) the Form 5500 for the 2016 plan year (and attached schedules) and, when available, the Form 5500 for the 2017 plan year.

            (b)   Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Company Plan has been established and administered in accordance with its terms and applicable Law, and in compliance with the applicable provisions of ERISA and the Code, (ii) no non-exempt prohibited transaction, as described in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Company Plan, and (iii) no accumulated funding deficiency, as defined in Section 302 of ERISA or Section 412 of the Code, exists with respect to any Company Plan.

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            (c)   Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all contributions required to be made under the terms of any Company Plan have been timely made.

            (d)   Each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or is based on a prototype or volume submitter document that has received a favorable advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to cause the loss of the qualified status of such Company Plan.

            (e)   Except as set forth in Section 3.12(e) of the Company Disclosure Letter, (i) no Company Plan is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (ii) neither the Company nor any of its Subsidiaries contributes, is obligated to contribute, or has any liability (contingent or otherwise) with respect, to a Multiemployer Plan or a "multiple employer plan" within the meaning of Section 4063 or 4064 of ERISA, and (iii) neither the Company, nor any of its ERISA Affiliates, has withdrawn, partially withdrawn or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability under ERISA with respect to which any liability remains outstanding.

            (f)    Except as set forth in Section 3.12(f) of the Company Disclosure Letter, neither the Company nor any of its ERISA Affiliates has incurred any liability which remains outstanding under Title IV of ERISA, including with respect to any Controlled Group Plan, and, to the Knowledge of the Company, no event or condition has occurred or exists that would reasonably be expected to result in any such liability to the Company or any of its Subsidiaries.

            (g)   Except as set forth in Section 3.12(g) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement or post-termination health or life insurance benefits for retired, former or current employees of the Company or any of its Subsidiaries, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985 or other similar Law.

            (h)   Except as set forth in Section 3.12(h) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement, the Real Estate Purchase Agreement and the Disaffiliation Agreement or the consummation of the Transactions will not (alone or in combination with any other event): (A) entitle any current or former employee, consultant, officer or director of the Company or any of its Subsidiaries to any severance pay or similar payment; (B) result in the payment of any benefit, accelerate the time of payment, funding or vesting of any benefit, or increase the amount of compensation or benefits due to any such employee, consultant, officer or director; or (C) result in any payment that would reasonably be expected to constitute an "excess parachute payment" within the meaning of Section 280G of the Code. The Company is not obligated to compensate any Person for excise taxes payable pursuant to Section 409A or 4999 of the Code.

            (i)    Other than with respect to the Aruba Operations, no Company Plan is maintained outside of, or for the benefit of any individuals outside of, the United States. As of the Effective Time, the Surviving Corporation will not have any liability (contingent or otherwise) in respect of any compensation or benefit plan maintained outside of, or for the benefit of any individuals outside of, the United States.

            (j)    Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no Actions, audits or inquiries pending, or, to the Knowledge of the Company, threatened (other than routine claims for benefits) against any, or

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    with respect to, any Company Plan or fiduciary thereto or against the assets of any such Company Plan.


        3.13
    Labor Matters.     

            (a)   Except as set forth in Section 3.13(a) of the Company Disclosure Letter or, as otherwise provided by applicable Law, the employment of each current employee of the Company or any of its Subsidiaries (each, a "Company Employee") is terminable by the Company and its Subsidiaries, as applicable, at will without any notice or severance obligation or other cost or liability to the Company or its Subsidiaries, except with respect to any severance obligations under any collective bargaining agreement or union contract set forth in Section 3.13(c) of the Company Disclosure Letter.

            (b)   The Company and each of its Subsidiaries is in compliance with all applicable employee licensing requirements, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each employee of the Company or its Subsidiaries who is required to have a gaming or other license under any Gaming Law or other Law maintains such license in current or valid form in all material respects. To the Knowledge of the Company, each consultant, contractor or service provider of the Company or its Subsidiaries who is required to have a gaming or other license under any Gaming Law or other Law maintains such license in current or valid form in all material respects.

            (c)   Except as set forth in Section 3.13(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to, or is bound by any collective bargaining agreement or union contract with any labor union, works council, labor organization or employee representatives or other representative bodies, and no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries. Except as set forth in Section 3.13(c) of the Company Disclosure Letter, to the Knowledge of the Company, since January 1, 2016, there have not been any activities or proceedings by any labor union, works council, labor organization, employee representatives or other representative bodies, employee of the Company or group of employees of the Company to organize any employees including, but not limited to, the solicitation of cards from employees of the Company to authorize representation by any labor union, works council, labor organization or employee representatives or other representative bodies or any written or oral demand for recognition. There is not now, nor has there been since January 1, 2016, any strike, slowdown, work stoppage, lockout or other labor dispute, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any of its Subsidiaries.

            (d)   Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries are, and at all times since January 1, 2016, have been in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, occupational safety and health, leaves of absences, layoffs, and workers' compensation and other statutorily mandated insurance, (ii) the Company and each of its Subsidiaries are, and at all times since January 1, 2016, have been, in compliance with all applicable Laws governing the classification of employees of the Company or its Subsidiaries as employees and, where applicable, exempt or non-exempt, and (iii) the Company and each of and its Subsidiaries is in compliance with all applicable visa and work permit requirements with respect to employees of the Company or its Subsidiaries.

            (e)   Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) there are no actions, suits, claims, labor disputes or grievances pending or, to the Knowledge of the Company, threatened involving any Company Employee or group thereof, and (ii) there are no charges, investigations, administrative

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    proceedings or formal complaints of discrimination (including, but not limited to, discrimination based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status or any other protected characteristic) pending or, to the Knowledge of the Company, threatened before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Safety and Health Administration, the Workers' Compensation Appeals Board, or any other Governmental Entity against the Company pertaining to any Company Employee, consultant, or independent contractor.

            (f)    Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 1, 2016, the Company and each of and its Subsidiaries has complied (and is currently in compliance) with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 or any other comparable Law that applies to mass layoffs and/or plant closings to which the Company or any of its Subsidiaries is subject in each of the jurisdictions in which it conducts gaming operations.


        3.14
    Environmental Matters.     

            (a)   Except as would not reasonably be expected to have a Company Material Adverse Effect or as set forth in Section 3.14 of the Company Disclosure Letter: (i) the Company and its Subsidiaries have no Environmental Liabilities, (ii) there are no Environmental Conditions, (iii) there is no pending nor, to the Company's Knowledge, threatened enforcement action against the Company or any of its Subsidiaries regarding an Environmental Condition or compliance with Environmental Laws, (iv) no Hazardous Substance is located in the Environment at, on or under any Company Real Property, except for amounts not requiring investigation or remedial action under Environmental Laws; and (v) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws. Neither the Company nor any of its Subsidiaries have received a written notice from any Governmental Entity or Third Party related to any Environmental Liabilities or alleging a violation of Environmental Law or liability with respect to any Environmental Condition. The Company and its Subsidiaries possess all Environmental Permits currently required under Environmental Laws to operate as they presently operate, except where the failure of which to possess would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The Transactions will not require any action pursuant to the New Jersey Industrial Site Recovery Act. The Company has made available to the Acquirors copies of all material documentation relating to the Company Real Property from the date of acquisition of the applicable Company Real Property and that, as of the date of this Agreement, is in its possession or control related to (i) items identified on Section 3.14 of the Company Disclosure Letter or (ii) items that would have been identified in Section 3.14 of the Company Disclosure Letter but for the exception for Company Material Adverse Effect included in the first sentence of this Section 3.14.

            (b)   Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 3.14 are the only representations and warranties in this Agreement made by the Company with respect to Environmental Laws.

        3.15    Contracts.    

            (a)   Except for Contracts previously filed with the SEC, Contracts with respect to Company Leases that are listed in Section 3.17(b) of the Company Disclosure Letter and Company Plans, Section 3.15 of the Company Disclosure Letter identifies each note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a "Contract") that constitutes a Company Material Contract (as defined below), an accurate and complete copy of each of which has been provided or made available to the Acquirors by the Company. For purposes of this Agreement, each of the following Contracts that is unexpired and effective as of

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    the date of this Agreement and under which the Company or any of its Subsidiaries has ongoing rights or obligations will be deemed to constitute a "Company Material Contract":

                (i)  any Contract that is or would be required to be filed by the Company as a "material contract" pursuant to Item 601(b) (10)(i) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K;

               (ii)  any Contract that, by its terms, requires payments by the Company or any of its Subsidiaries in excess of $500,000 in the aggregate for the remainder of the stated term of such Contract, other than those that are (A) terminable by the Company or any of its Subsidiaries on no more than ninety (90) days' notice and without liability or financial obligation to the Company or any of its Subsidiaries or (B) relate to the purchase of supplies, utilities, services, equipment or other goods in the ordinary course of business;

              (iii)  any mortgages, indentures, guarantees, loans, credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in excess of $300,000, other than (A) accounts receivables and payables, (B) loans by the Company or any of its direct or indirect Subsidiaries to, or guarantees by any of the foregoing for, direct or indirect wholly-owned Subsidiaries of the Company or (C) letters of credit or bonds issued by the Company or one of its Subsidiaries to Governmental Entities in connection with workers compensation or Gaming Laws, in each case, in the ordinary course of business consistent with past practice;

              (iv)  any Contract limiting, in any respect, the freedom of the Company or any of its Subsidiaries to engage or participate, or compete with any other Person, in the business currently conducted by the Company and its Subsidiaries or in any market or geographic area, or to make use of any material Intellectual Property owned by the Company or any of its Subsidiaries;

               (v)  any Contract with any of the Company's or any of its Subsidiaries' officers, directors, employees, principal stockholders or Persons who, to the Knowledge of the Company, are controlled thereby, or, to the Knowledge of the Company, any member of such Persons' immediate families, other than (A) any written employment, consulting or management services agreement or other compensation or benefit plan with the Company, or (B) the Company's or its Subsidiaries' written employee policies and procedures;

              (vi)  any Contract pursuant to which any Third Party is licensed to use any Intellectual Property owned by the Company or any of its Subsidiaries, and all Contracts pursuant to which the Company or any of its Subsidiaries is licensed to use any Intellectual Property, other than Contracts for (A) commercially available off-the-shelf Software licensed to the Company or any of its Subsidiaries for an amount not in excess of $500,000 in any case over the term of the applicable Contract and (B) the licensing or cross-licensing of Intellectual Property in the ordinary course of business; or

             (vii)  any Contract obligating the Company to manage any gaming assets on behalf of an unrelated Third Party or pursuant to which any Third Party manages any gaming assets or properties of the Company or its Subsidiaries.

            (b)   Each Company Material Contract is valid and in full force and effect, and is enforceable against the Company and its Subsidiaries (and to the Knowledge of the Company is enforceable against each other party thereto) in accordance with its terms, except to the extent that they have previously expired in accordance with their terms, or if the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and subject in all cases to: (i) Laws of general application relating to bankruptcy,

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    insolvency and the relief of debtors; and (ii) Laws governing specific performance, injunctive relief and other equitable remedies.

            (c)   Neither the Company nor its Subsidiaries has materially violated or materially breached, or committed any material default under, any Company Material Contract; (ii) to the Knowledge of the Company, no other Person has materially violated or materially breached, or committed any default under, any Company Material Contract; and (iii) neither the Company nor its Subsidiaries has received any written notice or, to the Knowledge of the Company, other communication regarding any actual or possible material violation or material breach of, or default under, any Company Material Contract.


        3.16
    Insurance.     Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries maintains insurance policies with insurance carriers against all risks of a character and in such amounts as management has determined to be reasonably prudent. All such insurance policies of the Company and its Subsidiaries are in full force and effect and were in full force and effect during the period of time such insurance policies are purported to be in effect and neither the Company nor any of its Subsidiaries is in material breach or default of, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or modification of, any such insurance policy.


        3.17
    Real Property; Vessels; Personal Property.     

            (a)   Section 3.17(a) of the Company Disclosure Letter contains a list of each parcel of real property owned by the Company and its Subsidiaries (the "Company Owned Real Property") and identifies which of the Company and its Subsidiaries holds title thereto (including the RE Sellers and the Propcos (each as defined in the Real Estate Purchase Agreement)). The Company Owned Real Property, together with the Company Leased Real Property, constitutes all of the real property used or occupied by the Company and its Subsidiaries. Each of the Company or its Subsidiary, as applicable and as identified in Section 3.17(a) of the Company Disclosure Letter, has good, valid and marketable title to the Company Owned Real Property, free and clear of any Liens or other matters affecting title to the Company Owned Real Property other than Permitted Liens. Each of the Company or its Subsidiary, as applicable and as identified in Section 3.17(b) of the Company Disclosure Letter as the ground lessee of Company Leased Real Property (the "Company Ground Leased Real Property"), has good, valid and marketable leasehold title to the Company Ground Leased Real Property, free and clear of any Liens or other matters affecting title to the Company Ground Leased Real Property other than Permitted Liens. At the RE Closing, each Propco shall not have any material assets other than the Company Owned Real Property set forth opposite its name in Section 3.17(a) of the Company Disclosure Letter. With respect to each Company Owned Real Property:

                (i)  except as set forth in Section 3.17(b) of the Company Disclosure Letter, none of the Company or any Subsidiary has leased or licensed any portion of the Company Owned Real Property or has subleased or licensed any portion of the Company Ground Leased Real Property;

               (ii)  except as set forth in Section 3.17(a)(ii) of the Company Disclosure Letter, neither the Company nor any Subsidiary is obligated under or a party to, any option, right of first refusal, right of first offer or other contractual obligation to purchase, acquire, sell or dispose of the Company Owned Real Property, the Company Ground Leased Real Property or any portion thereof or interest therein (it being understood that for the avoidance of doubt any option, right of first refusal, right of first offer or other contractual obligation granted in favor of a tenant of any Company Leased Real Property to expand its leased premises shall not be included);

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              (iii)  the Improvements located on each Company Owned Real Property and each Company Ground Leased Real Property have access to utilities and contain heating, cooling, plumbing, and other material mechanical systems reasonably necessary to operate the operations of the Company and its Subsidiaries in the manner currently being operated;

              (iv)  to the Company's Knowledge, none of the Improvements or the conduct of the operations of the Company and its Subsidiaries therein, violates any easement, approvals, restrictive covenant or other Lien applicable to any Company Owned Real Property or any Company Ground Leased Real Property;

               (v)  to the Company's Knowledge, neither the Company nor any of its Subsidiaries has received written notice of any current or pending regulatory proceedings or administrative actions relating to any portion of any Company Owned Real Property or any portion of any Company Ground Leased Real Property;

              (vi)  neither the Company nor any of its Subsidiaries has received any written notice since January 1, 2015 of any, and, to the Company's Knowledge, there is currently no, material violation of any applicable land use, health and building ordinances, or permits issued in connection therewith, relating to any Company Owned Real Property or Company Ground Leased Real Property and the use thereof;

             (vii)  to the Company's Knowledge, the current use of each Company Owned Real Property and each Company Ground Leased Real Property is permitted under applicable zoning Laws and regulations and neither the Company nor any of its Subsidiaries has received written notice that any of the Improvements or the current use of any Company Owned Real Property or any Company Ground Leased Real Property violates in any material respect any applicable Laws (including building, planning and zoning), site plan approvals, zoning or subdivision approvals or urban redevelopment approvals);

            (viii)  there are no pending, or, to the Company's Knowledge, threatened casualty or condemnation proceedings of any kind relating to any portion of any Company Owned Real Property or Company Ground Leased Real Property;

              (ix)  to the Company's Knowledge, there are no material special, general or other assessments pending, or threatened against any Company Owned Real Property; and

               (x)  each Company Owned Real Property and each Company Ground Leased Real Property is occupied under a valid and current certificate of occupancy or similar permit, and the Transactions contemplated by this Agreement and the Real Estate Purchase Agreement will not require the issuance of any new or amended certificate of occupancy and, to the Company's Knowledge, except as set forth on Section 3.17(a)(x) of the Company Disclosure Letter, there are no facts that would prevent any Company Owned Real Property or any Company Ground Leased Real Property from being occupied by the Acquirors or their respective designees or tenants after the Closing in the same manner as occupied by the Company and its Subsidiaries as of the date hereof.

            (b)   Section 3.17(b) of the Company Disclosure Letter contains a list of (x) each parcel of real property (the "Company Leased Real Property" and, together with the Company Owned Real Property, the "Company Real Property") subject to a lease, sublease, ground lease, license, use agreement and other agreement establishing the rights and interests of the Company and its Subsidiaries with respect to such Company Leased Real Property and (y) each lease of Company Real Property with respect to which the Company or its Subsidiaries is the landlord or sub landlord (collectively, the "Company Leases"). The Company has made available to the Acquirors copies of all Company Leases (including all amendments thereto) that are true and correct in all material respects, and the Company Leases set forth on Section 3.17(b) of the Company Disclosure

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    Letter constitute the entire agreement between the Company and its Subsidiaries (as applicable), on the one hand, and the applicable landlord, sub landlord or tenant (as applicable). The Company Leases are (assuming the due authorization, execution and delivery thereof by the other parties thereto) valid, binding and enforceable with respect to the Company or a Subsidiary, as applicable, and, to the Company's Knowledge, the other parties thereto, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, receivership and other Laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or law. There does not exist under any Company Lease any material default by the Company or any Subsidiary nor, to the Company's Knowledge, by any other party to the related Company Lease. Neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, encumbered or otherwise imposed any Liens on any of its rights and interests in the leasehold under any of the Company Leases, other than Permitted Liens. The rental, including base rent and percentage rent or other sum required to be paid by the Company or its Subsidiaries thereunder, set forth in each Company Lease is the actual rental being paid and there are no separate agreements or understandings with respect to the same. Except as set forth in Section 3.17(b) of the Company Disclosure Letter, none of the Company nor any Subsidiary is holding a security deposit from any tenant, subtenant or other occupant of any Company Real Property. The consummation of the Transactions will not cause a breach or default with respect to any Company Lease.

            (c)   Section 3.17(c) of the Company Disclosure Letter contains a list of each vessel and such list includes all vessels used by the Company and its Subsidiaries in the conduct of the Company's and its Subsidiaries' business (each such vessel, a "Company Vessel"). The Company and its Subsidiaries own and/or lease such vessels pursuant to the title and/or lease documents listed in Section 3.17(c) of the Company Disclosure Letter free and clear of any Liens other than Permitted Liens. Except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Company Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) the Company Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries, and (iii) to the Company's knowledge, the improvements situated on the Company Vessels are free from structural defects and violations of Laws applicable thereto. The Company and each of its Subsidiaries that owns or operates a Company Vessel (other than the Aruba Subsidiaries) is, and at the Effective Time will be, a citizen of the United States, within the meaning of Section 2 of the Shipping Act of 1916, 46 U.S.C. §50501, as amended, eligible to own and operate the Company Vessels.

            (d)   Except as set forth on Section 3.17(d) of the Company Disclosure Letter, the Company or its Subsidiaries owns good and marketable title to, or a valid leasehold interest in, all tangible personal property used in the operation of the Company's and its Subsidiaries' respective businesses as reflected in the Company's consolidated financial statements, in each case, free and clear of all Liens other than Permitted Liens.

            (e)   Section 3.17(e) of the Company Disclosure Letter identifies all material consents, approvals or notices required for the consummation of the Real Estate Purchase (the "Real Estate Purchase Required Consents").

            (f)    The Company has made available to Parent copies of the most current surveys that are in the possession of the Company or one of its Subsidiaries for each Company Real Property and, to the Company's Knowledge, such surveys are the most current ALTA surveys for each Company Real Property.

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        3.18
    Intellectual Property.     

            (a)   Section 3.18(a) of the Company Disclosure Letter sets forth a true and complete list of all Company Registered IP. All Company Registered IP is solely and exclusively owned by the Company or one of its Subsidiaries free and clear of all Liens (other than Permitted Liens), and neither the Company nor any of its Subsidiaries has received any written notice or claim challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved.

            (b)   The Company and each of its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all Trade Secrets of the Company and its Subsidiaries, including taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or networks. To the Knowledge of the Company, there has been no misappropriation or unauthorized access, use, modification or breach of security of Trade Secrets maintained by or on behalf of the Company or any of its Subsidiaries.

            (c)   To the Knowledge of the Company, the business of the Company and its Subsidiaries as currently conducted does not infringe or misappropriate any Intellectual Property Rights of any Third Party in a manner that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has issued any notice or claim since January 1, 2016 that a Third Party is misappropriating or infringing any Owned Company Intellectual Property and, to the Knowledge of the Company, no Third Party is misappropriating or infringing any Owned Company Intellectual Property. No Owned Company Intellectual Property is subject to any outstanding order, judgment, decree, agreement, or stipulation restricting or limiting any use or licensing thereof by the Company or any of its Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

            (d)   Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Company Intellectual Property, free and clear of all Liens (other than Permitted Liens), and have not granted any license, covenant, release, immunity or other right with respect to any Owned Company Intellectual Property to any Person other than (i) non-exclusive licenses granted in the ordinary course of business in connection with marketing and promotional activities and (ii) cross-licensing of Intellectual Property in the ordinary course of business.

            (e)   To the Knowledge of the Company, the Company and each Subsidiary has (i) complied in all material respects with its respective privacy policies and all applicable Laws relating to privacy and data security, including with respect to the collection, storage, transmission, transfer, disclosure and use of Personal Information, and (ii) implemented and maintained a data security plan which maintains effective and commercially reasonable administrative, technical and physical safeguards to protect Personal Information against loss, damage and unauthorized access, use modifications or other misuse. To the Knowledge of the Company, there has been no material loss, damage or unauthorized access, use, modification or breach of security of Personal Information maintained by or on behalf of the Company or any of its Subsidiaries, in each case that are material to the operations of the business of the Company and its Subsidiaries taken as a whole. To the Knowledge of the Company, since January 1, 2016, no Person (including any Governmental Entity) has made any claim or commenced any action with respect to loss, damage or unauthorized access, use, modification or breach of security of Personal Information maintained by or on behalf of any of the Company or its Subsidiaries, in each case that are material to the operations of the business of the Company and its Subsidiaries taken as a whole. Neither the execution, delivery or performance of this Agreement or the Real Estate Purchase Agreement, or the consummation of

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    the Transactions will, or reasonably would be expected to, result in any material violation of any privacy policy of the Company and its Subsidiaries or any applicable Law pertaining to privacy, data security or Personal Information.


        3.19
    Affiliate Transactions.     Except for directors' and employment-related Company Material Contracts identified in Section 3.15 of the Company Disclosure Letter, as of the date hereof, no officer, director or Affiliate of the Company or its Subsidiaries, or any immediately family member of any officer or director, (a) provides property or services to the Company or its Subsidiaries or is a party to any agreement or contract with, or binding upon, the Company or any of its Subsidiaries or any of their respective properties or assets, (b) has any interest in any property owned by the Company or any of its Subsidiaries or (c) has engaged in any of the foregoing transactions within the last twelve (12) months.


        3.20
    State Takeover Laws.     None of the requirements or restrictions of any "fair price," "moratorium," "acquisition of controlling interest," "combinations with interested stockholders" or similar anti-takeover Law (collectively, the "Takeover Laws") enacted in any state in the United States applies to this Agreement or the Real Estate Purchase Agreement or to any of the Transactions, including the Merger and the Real Estate Purchase.


        3.21
    Brokers.     No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.


ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

        Except as disclosed in the Parent SEC Documents filed since January 1, 2017 and publicly available at least forty-eight (48) hours prior to the execution and delivery of this Agreement (other than any disclosures contained in the "Forward Looking Statements" or "Risk Factors" sections of such Parent SEC Documents, and any other disclosures contained in such Parent SEC Documents that are predictive, cautionary or forward-looking in nature), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation or warranty is reasonably apparent on the face of such disclosure, Parent and Merger Sub hereby represent and warrant to the Company as follows:

        4.1    Organization, Standing and Power.    

            (a)   Each of Parent and Merger Sub (i) is a corporation or a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, (ii) has all requisite corporate or limited liability company power, as applicable, and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary.

            (b)   Parent has previously furnished to the Company a true and complete copy of the Organizational Documents of Parent and Merger Sub, in each case as amended to the date of this Agreement, and each as so delivered is in full force and effect. Neither Parent nor Merger Sub is in violation of any provision of its Organizational Documents.

        4.2    Authority.    Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and consummate the Acquiror Transactions. The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Acquiror Transactions have been duly

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authorized by the board of directors of each of Parent and Merger Sub and by Parent as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement or to consummate the Acquiror Transactions, other than the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company and Gamma, will constitute a valid and binding obligation of each of Parent and Merger Sub enforceable against each of them in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity). No approval of the holders of the Equity Interests of Parent is required to consummate the Acquiror Transactions.

        4.3    No Conflict; Consents and Approvals.    

            (a)   The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Acquiror Transactions, do not and will not (i) conflict with or violate the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) conflict with any Debt Financing Condition, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

            (b)   The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the Acquiror Transactions, does not and will not require Parent or Merger Sub to obtain any consent, approval, authorization or permit of, action by, or to make any filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and "blue sky" Laws, (ii) the filings required under the HSR Act, (iii) such filings and other action as are necessary to obtain all required Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Nasdaq Stock Market, (v) the filing with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, and (vi) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

            (c)   To the Knowledge of Parent, there is no dispute or conflict arising from its status as an Acquiror that would reasonably be expected to have an Acquiror Material Adverse Effect. Neither Parent nor Merger Sub has entered into any agreement with Gamma that would reasonably be expected to have an Acquiror Material Adverse Effect or that is inconsistent with the purposes and intent of the parties to consummate the Transactions.

        4.4    Litigation.    Except as would not reasonably be expected to have an Acquiror Material Adverse Effect, (a) there is no Action pending or, to the Knowledge of Parent, threatened against

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Parent or Merger Sub or any of their respective properties by or before any Governmental Entity, and (b) neither Parent nor Merger Sub is subject to any outstanding judgment, order, injunction, rule or decree of any Governmental Entity (other than orders relating to the ordinary course operation of the business of Parent or its Subsidiaries issued by Gaming Authorities under applicable Gaming Laws).

        4.5    Ownership of Company Shares.    None of Parent, Merger Sub or any Subsidiary of Parent beneficially owns any Company Shares as of the date hereof. Neither Parent nor Merger Sub is, nor at any time during the last three years has it been, an "interested stockholder" of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement). None of the requirements or restrictions of any Takeover Laws enacted in any state in the United States applies to this Agreement or to any of the Acquiror Transactions, including the Merger.

        4.6    Licensability; Compliance With Laws.    

            (a)   None of Parent, its Subsidiaries, nor, to the Knowledge of Parent, any of the Affiliates of Parent or its Subsidiaries that may reasonably be considered in the process of determining the suitability of Parent or any director, officer, partner and manager of the Parent and its Subsidiaries and Persons performing management functions similar to those performed by officers, partners or managers (collectively, the "Parent License Parties") has (i) withdrawn, been denied, or had revoked, a Gaming Approval by a Governmental Entity (including any Gaming Authority) or (ii) suffered a suspension or limitation with respect to a Gaming Approval, in each case within the last five (5) years. Parent, its Subsidiaries, and to the Knowledge of Parent, each of the Parent License Parties, are in good standing, and in compliance with all Gaming Laws, in each of the jurisdictions in which Parent, any of its Subsidiaries or any Parent License Party owns or operates gaming facilities. To Knowledge of Parent, there are no facts, which if known to the Gaming Authorities would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a Gaming Approval currently held by any Parent, any of its Subsidiaries or any Parent License Party, or (b) result in a negative outcome to any finding of suitability proceedings or registrations with respect to Parent, any of its Subsidiaries or any Parent License Party, or with respect to the Gaming Approvals necessary for the consummation of this Agreement.

            (b)   Parent, its Subsidiaries, and to the Knowledge of Parent, each of the Parent License Parties, hold all Permits and Approvals (including Gaming Approvals) necessary for Parent and its Subsidiaries to own, lease or operate their properties and to carry on their respective businesses as now conducted, except for any Permits and Approvals the absence of, or noncompliance with, would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. All such Permits and Approvals are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. To the Knowledge of Parent, no event has occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any such Permits and Approvals that are currently in effect, the loss of which would, individually or in the aggregate, be reasonably likely to have an Acquiror Material Adverse Effect. Neither Parent, nor any of its Subsidiaries, nor, to the Knowledge of Parent, any Parent License Party, has received written notice within the past five (5) years of any investigation or review by any Governmental Entity under any Gaming Laws with respect to its business and operations, and, to the Knowledge of Parent, no investigation or review is threatened, nor has any Governmental Entity indicated in writing any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have an Acquiror Material Adverse Effect.

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        4.7    Solvency of Parent.    Assuming the accuracy of the representations and warranties of the Company set forth in Article 3 hereof, immediately following the Effective Time and after giving effect to the Real Estate Purchase and the Merger and taking into account the financing necessary in order to consummate the Merger and the payment of the Real Estate Purchase Price by Gamma, (a) each of Parent and the Surviving Corporation will not (i) be insolvent (either because their respective financial conditions are such that the sum of their debts is greater than the fair market value of their assets or because the fair saleable value of their assets is less than the amount required to pay their probable liability on their existing debts as such debts mature); (ii) have unreasonably small capital with which to engage in their respective businesses; or (iii) have incurred, nor have intended to incur or believe they have incurred, debts beyond their ability to pay such debts as such debts become due; and (b) the Borrower and its Subsidiaries on a Consolidated basis are, and will be, Solvent (as each such term in this clause (b) is defined in Annex III to the Commitment Letter, without giving effect to any modifications thereto).

        4.8    Financing.    Parent has delivered to the Company a true, complete and correct copy of an executed Commitment Letter (including all exhibits, annexes, schedules and term sheets and the executed fee letters attached thereto or contemplated thereby, the "Commitment Letter") (provided that provisions in the fee letters or Commitment Letter relating solely to fees and economic terms agreed to by the parties may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Closing)), dated as of April 15, 2018 (such Commitment Letter as the same may be amended or replaced pursuant to, and in accordance with the terms and conditions of, Section 6.18, is referred to herein as the "Debt Financing Commitment"), among Parent and JPMorgan Chase Bank, N.A., as lender (the "Lender"), pursuant to which, among other things, Lender has agreed, subject to the terms and conditions of the Debt Financing Commitment, to provide or cause to be provided, the financing commitments specified therein, the proceeds of which (including proceeds of any notes offering contemplated thereby) are to be used to fund the Parent Merger Consideration, refinance outstanding Indebtedness of the Company and pay transaction fees and expenses. The financing commitments contemplated under the Debt Financing Commitment, as amended or replaced in compliance with Section 6.18, are referred to herein, individually and collectively, as the "Debt Financing". The satisfaction of the Debt Financing Conditions do not and shall not conflict with the conditions set forth in Sections 7.1, 7.2, and 7.3 hereof. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or prior to the date hereof and, to the Knowledge of Parent, the Debt Financing Commitment is, as of the date hereof, in full force and effect. The Debt Financing Commitment is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto. The Debt Financing Commitment (or any Debt Financing contemplated thereunder) has not been or will not be amended or modified, except as consistent with Section 6.18, and, as of the date hereof, the Debt Financing Commitment has not been withdrawn or rescinded in any respect. As of the date hereof, (i) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under the Debt Financing Commitment, and (ii) subject to the Acquisition Agreement Representations (as defined in the Commitment Letter, without giving effect to any modifications thereto) being true and correct in all material respects as of the date hereof, but only to the extent that the failure of the Acquisition Agreement Representations to be true and correct in all material respects gives Parent and Gamma the right to terminate their respective obligations contained in this Agreement, the performance by the Company and its Subsidiaries of their obligations contained in this Agreement and the satisfaction of the conditions set forth in Section 7.1 and Section 7.2 hereof, Parent has no reason to believe that it will be unable to satisfy on a timely basis any material term or condition of closing to be satisfied by the Debt Financing Commitment on or prior to the Closing Date. As of the date hereof, there are no conditions precedent related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Financing Commitment. As of the date hereof, there are no side letters

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or other agreements, contracts or arrangements (except for customary fee letters, which do not contain provisions that impose any additional conditions to the funding of the Debt Financing not otherwise set forth in the Debt Financing Commitment) related to the funding of the full amount of the Debt Financing. The aggregate proceeds contemplated by the Debt Financing Commitment, together with the available cash of Parent and the Company on the Closing Date (if any), and any Alternative Financing (if any), will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement.

        4.9    Ownership of Merger Sub.    All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.

        4.10    Brokers.    Neither Parent nor any Subsidiary of Parent nor any of their respective officers or directors on behalf of Parent or such Subsidiary of Parent has employed any financial advisor, broker or finder or incurred any liability for any financial advisory, broker's fees, commissions or finder's fees in connection with any of the Acquiror Transactions.


ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF GAMMA

        Except as disclosed in the Gamma SEC Documents filed since January 1, 2017 and publicly available at least forty-eight (48) hours prior to the execution and delivery of this Agreement (other than any disclosures contained in the "Forward Looking Statements" or "Risk Factors" sections of such Gamma SEC Documents, and any other disclosures contained in such Parent SEC Documents that are predictive, cautionary or forward-looking in nature), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation or warranty is reasonably apparent on the face of such disclosure, Gamma hereby represents and warrants to the Company as follows:


        5.1
    Organization, Standing and Power.     

            (a)   Gamma (i) is a limited partnership duly organized, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization (ii) has all requisite power, and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary.

            (b)   Gamma has previously furnished to the Company a true and complete copy of the Organizational Documents of Gamma, in each case as amended to the date of this Agreement, and each as so delivered is in full force and effect. Gamma is not in violation of any provision of its Organizational Documents.


        5.2
    Authority.     Gamma has all necessary corporate power and authority to execute and deliver this Agreement and any Ancillary Agreements to which it is a party, and to perform its obligations hereunder and thereunder and consummate the Acquiror Transactions. The execution, delivery and performance of this Agreement and the Real Estate Purchase Agreement, by Gamma and the consummation by Gamma of the Acquiror Transactions have been duly authorized by the Board of Directors of the general partner of Gamma, and no other proceedings on the part of Gamma are necessary to approve this Agreement and the Real Estate Purchase Agreement, or to consummate the Acquiror Transactions. This Agreement and the Real Estate Purchase Agreement have been duly

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executed and delivered by Gamma and, assuming the due authorization, execution and delivery by Parent, Merger Sub and the Company, as applicable, will constitute a valid and binding obligation of Gamma enforceable against Gamma in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity).


        5.3
    No Conflict; Consents and Approvals.     

            (a)   The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, by Gamma and the consummation by Gamma of the Acquiror Transactions, do not and will not (i) conflict with or violate the Organizational Documents of Gamma, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma or by which any of its properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract to which Gamma is a party or by which Gamma or any of its respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

            (b)   The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, by Gamma, and the consummation by Gamma of the Acquiror Transactions, does not and will not require Gamma to obtain any consent, approval, authorization or permit of, action by, or to make any filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and "blue sky" Laws, (ii) the filings required under the HSR Act, (iii) such filings and other action as are necessary to obtain all required Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Nasdaq Stock Market, and (v) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

            (c)   To the Knowledge of Gamma, there is no dispute or conflict arising from its status as an Acquiror that would reasonably be expected to have an Acquiror Material Adverse Effect. Gamma has not entered into any agreement with Parent or Merger Sub that would reasonably be expected to have an Acquiror Material Adverse Effect or that is inconsistent with the purposes and intent of the parties to consummate the Transactions.


        5.4
    Litigation.     Except as would not reasonably be expected to have an Acquiror Material Adverse Effect, (a) there is no Action pending or, to the Knowledge of Gamma, threatened against Gamma or any of its properties by or before any Governmental Entity, and (b) Gamma is not subject to any outstanding judgment, order, injunction, rule or decree of any Governmental Entity (other than orders relating to the ordinary course operation of the business of Gamma issued by Gaming Authorities under applicable Gaming Laws).


        5.5
    Licensability; Compliance With Laws.     

            (a)   None of Gamma, its Subsidiaries, nor, to the Knowledge of Gamma, any of the Affiliates of Gamma and its Subsidiaries that may reasonably be considered in the process of determining the suitability of Gamma or any director, officer, partner and manager of Gamma and its

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    Subsidiaries and Persons performing management functions similar to those performed by officers, partners or managers (collectively, the "Gamma License Parties") has (i) withdrawn, been denied, or had revoked, a Gaming Approval by a Governmental Entity (including any Gaming Authority) or (ii) suffered a suspension or limitation with respect to a Gaming Approval, in each case within the last five (5) years. Gamma, its Subsidiaries, and to the Knowledge of Gamma, each of the Gamma License Parties, are in good standing, and in compliance with all Gaming Laws, in each of the jurisdictions in which any Gamma, its Subsidiaries or any Gamma License Party owns or operates gaming facilities. To Knowledge of Gamma, there are no facts, which if known to the Gaming Authorities would (a) be reasonably likely to result in the denial, revocation, limitation or suspension of a Gaming Approval currently held by Gamma, its Subsidiaries of any Gamma License Party, or (b) result in a negative outcome to any finding of suitability proceedings or registrations with respect to Gamma, its Subsidiaries or any of the Gamma License Parties, or with respect to the Gaming Approvals necessary for the consummation of this Agreement.

            (b)   Each Gamma License Party, and to the Knowledge of Gamma, each Gamma License Party, hold all Permits and Approvals (including Gaming Approvals) necessary for Gamma and its Subsidiaries to own, lease or operate their properties and to carry on their respective businesses as now conducted, except for any Permits and Approvals the absence of, or noncompliance with, would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. All such Permits and Approvals are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. To the Knowledge of Gamma, no event has occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any such Permits and Approvals that are currently in effect, the loss of which would, individually or in the aggregate, be reasonably likely to have an Acquiror Material Adverse Effect. Neither Gamma, nor any of its Subsidiaries, nor, to the Knowledge of Gamma, any Gamma License Party, has received written notice within the past five (5) years of any investigation or review by any Governmental Entity under any Gaming Laws with respect to its business and operations, and, to the Knowledge of Gamma, no investigation or review is threatened, nor has any Governmental Entity indicated in writing any intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, be reasonably likely to have an Acquiror Material Adverse Effect.


        5.6
    Financial Ability.     At the Closing, Gamma will have sufficient funds to consummate the Real Estate Purchase contemplated by this Agreement and the Real Estate Purchase Agreement and to perform the other obligations of Gamma contemplated hereunder and thereunder.


        5.7
    Brokers.     Neither Gamma nor any Subsidiary of Gamma nor any of their respective officers or directors on behalf of Gamma or such Subsidiary of Gamma has employed any financial advisor, broker or finder or incurred any liability for any financial advisory, broker's fees, commissions or finder's fees in connection with any of the Acquiror Transactions.


ARTICLE 6
COVENANTS

        6.1    Conduct of Business.     

            (a)   Between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, except (w) as set forth in Section 6.1(a) of the Company Disclosure Letter, (x) to the extent required by applicable Law, (y) as otherwise expressly required by any other provision of this Agreement or the Ancillary Agreements, or expressly required or permitted by Section A of the Company Disclosure Letter, or (z) with the prior written consent of the Acquirors (not to be unreasonably withheld, conditioned or delayed),

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    the Company will, and will cause each of its Subsidiaries to, (i) conduct its operations only in the ordinary course of business in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, employees and consultants of the Company and each of its Subsidiaries and to preserve the goodwill and current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with which the Company or any of its Subsidiaries has business relations; provided, however, that no action relating to the subject matter of any of the clauses of Section 6.1(b) that is permitted to be taken by the Company or its Subsidiaries under Section 6.1(b) without Parent's consent shall be deemed a breach of this Section 6.1(a).

            (b)   Without limiting the foregoing, except (x) as set forth in the applicable subsection of or Section 6.1(b) of the Company Disclosure Letter, (y) to the extent required by applicable Law, or (z) as otherwise expressly required by any other provision of this Agreement, including but not limited to Section A of the Company Disclosure Letter, or the Real Estate Purchase Agreement, including, but not limited to, Section 6.16, the Company shall not, and shall not permit any of its Subsidiaries to, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, directly or indirectly, take any of the following actions without the prior written consent of the Acquirors (not to be unreasonably withheld, conditioned or delayed):

                (i)  amend or otherwise change or waive any provision of its Organizational Documents;

               (ii)  issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of, or other Equity Interests in, the Company or any of its Subsidiaries of any class, or securities convertible into, or exchangeable or exercisable for, any shares of such capital stock or other Equity Interests, or grant to any person any options, warrants or other rights of any kind to acquire any shares of such capital stock or other Equity Interests or such convertible or exchangeable securities of the Company or any of its Subsidiaries, except to the extent permitted pursuant to Section A of the Company Disclosure Letter.

              (iii)  sell, pledge, dispose of, transfer, lease, license, guarantee or encumber or otherwise impose any Lien on any Transferred Real Estate Assets, except (x) as set forth in Schedule 6.1(b)(iii)(x) of the Company Disclosure Letter and (y) the lease, license, re-lease or re-license of any Transferred Real Estate Assets in the ordinary course of business consistent with past practices pursuant to any Contract that, if existing on the date hereof, would be a Company Lease that (A) satisfies the requirements set forth in Section 6.1(b)(iii)(y) of the Company Disclosure Letter, (B) is set forth in Section 6.1(b)(iii)(z) of the Company Disclosure Letter, or (C) (I) is terminable by the Company or any of its Subsidiaries on no more than twelve (12) months' notice and without liability or financial obligation to the Company or any of its Subsidiaries, (II) does not involve capital expenditures by the Company or its Subsidiaries in excess of $50,000 unless such capital expenditures are contemplated by the capital expenditure budget for 2018 disclosed in Section 6.1(b)(xiii) of the Company Disclosure Letter or the capital expenditure budget for 2019 as implemented by the Company pursuant to Section 6.1(b)(xiii) and (III) does not involve any current or prospective tenant of the Company or any of its Subsidiaries that would constitute one of the top 25% of tenants by annual rental income for the Company Real Property facility at which such tenant is, or prospective tenant would be, located;

              (iv)  sell, pledge, dispose of, transfer, lease, license, guarantee or encumber or otherwise impose any Lien on any other property or assets of the Company or any of its Subsidiaries (other than Intellectual Property), except: (A) as required by the express terms of any Company Material Contract in effect as of the date hereof, (B) the sale or disposition of such property or assets with a fair market value not in excess of $250,000 individually or in the

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      aggregate, (C) the sale of inventory in the ordinary course of business, (D) the sale of obsolete or immaterial assets for scrap or (E) solely with respect to assets being sold, pledged, disposed of, transferred, leased or licensed in connection with renovations and improvements contemplated by the capital expenditures permitted by Section 6.1(b)(xiii);

               (v)  execute any instruments which adversely affects title to the Company Real Property or otherwise enter into, consent to or record any instrument against any Company Real Property which has a material adverse effect upon the ability of the Acquirors or their respective designees or tenants to occupy such Company Real Property after the Closing in the same manner as occupied by the Company and its Subsidiaries as of the date hereof, or seek any change in the zoning of any Company Real Property;

              (vi)  declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or otherwise) with respect to any of its capital stock or other Equity Interests, except for cash dividends paid or cash distributions made by direct or indirect wholly-owned Subsidiaries' of the Company to the Company or another wholly-owned Subsidiary of the Company (A) in the ordinary course of business and (B) consistent with the actions set forth in Section A of the Company Disclosure Letter with respect to the Propcos, provided, that nothing in this clause (vi) shall prohibit, restrict, or impose any condition upon the payment of dividends or other distributions by a Subsidiary to the extent such prohibition, restriction, or imposition is prohibited by the Credit Facility;

             (vii)  reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or other Equity Interests;

            (viii)  merge or consolidate the Company or any of its Subsidiaries with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries;

              (ix)  acquire (including by merger, consolidation, acquisition of stock or assets or otherwise) any Person (or any business line or division thereof) or assets, other than acquisitions of inventory and materials in the ordinary course of business;

               (x)  other than extensions of credit to customers in the ordinary course of business, as set forth in the Company's capital expenditures budget or in connection with leases or licenses with tenants made in the ordinary course of business, make any loans, advances or capital contributions to, or investments in, any other Person;

              (xi)  incur any Indebtedness, issue any debt securities or guarantee any obligation of any Person, other than (A) interest or fees accrued under the Credit Facility or (B) letters of credit or bonds issued by the Company or one of its Subsidiaries to Governmental Entities in the ordinary course of business consistent with past practices and in connection with workers compensation or Gaming Laws;

             (xii)  terminate, cancel or renew, or agree to any material amendment to, any Company Material Contract, or enter into or amend any Contract that, if existing on the date hereof, would be a Company Material Contract other than (A) in the ordinary course of business consistent with past practices and that does not involve payments to, or by, the Company or any of its Subsidiaries in excess of $300,000 per year and provided that such Contract could not reasonably be expected to impair or delay the Closing, (B) change orders or purchase orders entered into in the ordinary course of business consistent with past practices and that are contemplated by existing Company Material Contracts and (C) as set forth in Section 6.1(b)(xii) of the Company Disclosure Letter;

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            (xiii)  make (A) capital expenditures in 2018 in excess of the Company's capital expenditure budget for 2018 disclosed in Section 6.1(b)(xiii) of the Company Disclosure Letter or (B) capital expenditures in 2019 in excess of 110% of the capital expenditure budget for2018 multiplied by the number of months then elapsed in 2019;

            (xiv)  except to the extent required by the existing terms of any Company Plan disclosed in Section 3.12(a) of the Company Disclosure Letter as in effect as of the date hereof: (A) increase or commit to increase the compensation or benefits payable or to become payable to any employee, independent contractor, director or officer of the Company or its Subsidiaries; (B) add or commit to add any new participant, or increase or commit to increase the compensation or benefits payable or to become payable to any individual who is a participant, in the CIC Plan; (C) enter into, establish, adopt, or become obligated to contribute to any new arrangement that if in effect on the date hereof would be a Company Plan or materially amend any Company Plan (other than the types of Company Plans set forth in (D)); (D) enter into any employment, severance, retention, change-in-control, termination or similar agreement with any current or former director, officer, or employee of the Company or any of its Subsidiaries, other than (x) any severance or termination agreement pursuant to the terms of the Company's Severance Pay Plan as in effect as of the date hereof, and (y) any agreements to provide severance in the ordinary course of business consistent with past practice to employees who are not participants in the CIC Plan and provided that the severance amount for any such agreement pursuant to this clause (y) shall not exceed $25,000 per individual employee and $100,000 in the aggregate; (E) pay or award, or commit to pay or award, any bonuses or incentive compensation, or take any action to accelerate any rights or benefits or take any action to fund or in any other way secure the payment of compensation or benefits under any compensation or benefit plan; (F) grant any equity-based or equity-linked awards; or (G) enter into, renew or renegotiate the terms of, any collective bargaining agreement, or any works council, labor union or similar agreement or arrangement or become obligated to contribute to any Multiemployer Plan;

             (xv)  make any material change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Entity;

            (xvi)  compromise, settle or agree to settle any Proceeding other than compromises, settlements or agreements of Proceedings (excluding Transaction Litigation) in the ordinary course of business that involve only the payment of monetary damages without the imposition of equitable relief on, or the admission of wrongdoing by, the Company or any of its Subsidiaries and such monetary damages are within the respective deductible provided by the applicable insurance policy held by the Company or its Subsidiary, as applicable;

           (xvii)  directly or indirectly cancel, terminate, amend or modify, or fail to maintain, any insurance policies on which the Company or any of its Subsidiaries are named as insureds or additional insureds or which cover the Company or any of its Subsidiaries and their respective operations, business, properties or assets, directors, officers, managing members (or equivalent positions) and employees (however, in the event that any such policy shall be cancelled, terminated, amended, modified or shall not be maintained, the Company shall procure substantially similar substitute insurance policies in at least such amounts and against such risks as are currently covered by such policies);

          (xviii)  enter into any new line of business in any geographic area where such business is not conducted by the Company and its Subsidiaries, or materially change the operations or business plan for any existing line of business or abandon or discontinue any existing material line of business, in each case as of the date hereof;

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            (xix)  make, change or revoke any material Tax election, change any material Tax accounting method, file any material amended Tax Return, surrender any right to claim a material refund of Taxes (other than by the passage of time), settle or compromise any material Tax claim or liability or claim for a refund of Taxes, change any material annual Tax accounting period, enter into any material closing agreement or other material written binding agreement relating to Taxes or any material Tax sharing agreement other than the Disaffiliation Agreement, file any material Tax Return other than one prepared in a manner consistent with past practice, or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment (other than pursuant to an extension of time to file any Tax Return obtained in the ordinary course of business);

             (xx)  enter into any agreement with the Pension Benefit Guaranty Corporation or any trustee of a defined benefit pension plan in respect of any Controlled Group Plan that would result in a payment being required to be paid by the Company or any of its Subsidiaries, except to the extent that indemnification for such payment has been provided under the Disaffiliation Agreement or otherwise made available by the Significant Stockholder;

            (xxi)  form any Subsidiary, or enter into any joint venture, partnership or similar arrangement;

           (xxii)  enter into, amend, or modify any intercompany Contracts by and among the Company and any of its Subsidiaries;

          (xxiii)  except to the extent permitted pursuant to Section A of the Company Disclosure Letter, transfer assets or property (including cash) to the Aruba Subsidiaries, Insight or the Propcos; provided, that nothing in this clause (xxiii) shall prohibit, restrict, or impose any condition upon the payment of dividends or other distributions by a Subsidiary to the extent such prohibition, restriction, or imposition is prohibited by the Credit Facility; or

          (xxiv)  authorize or enter into any Contract or otherwise make any commitment to do any of the foregoing.

            (c)   Nothing contained in this Agreement shall give the Acquirors or Merger Sub, directly or indirectly, the right to control or direct the operations of the Company prior to the consummation of the Merger.


        6.2
    Access to Information; Confidentiality.     

            (a)   From the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the Company shall, and shall cause each of its Subsidiaries to: (i) provide to the Acquirors and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, upon prior notice to the Company, to the Company Real Property (including to undertake Phase I Environmental Site Assessment and to the officers, employees, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof and (ii) promptly furnish such information concerning the business, properties (including the Company Real Property), Contracts, assets and liabilities of the Company and each of its Subsidiaries as the Acquirors or its Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent that the Company reasonably believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), or (B) breach, contravene or violate any applicable Law, including Gaming Laws.

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            (b)   Each of the Acquirors and Merger Sub agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 6.2 for any competitive or other purpose unrelated to the consummation of the Transactions. The confidentiality agreements, dated as of January 18, 2018, by and between the Company and Parent and the Company and Gaming and Leisure Properties, Inc. (the "Confidentiality Agreements"), shall apply with respect to information furnished under this Section 6.2 by the Company, its Subsidiaries and their Representatives, and each of the Acquirors and Merger Sub agree to be bound by the terms and conditions thereof as if each of them were any original signatory thereto.


        6.3
    No Solicitation.     

            (a)   Except as expressly permitted by this Section 6.3, from and after the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article 8, the Company shall not, and shall cause its Affiliates and its and their respective Representatives not to, on behalf of the Company, directly or indirectly initiate, solicit, facilitate or knowingly encourage any Acquisition Proposal or the making or submission thereof or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal. The Company shall, and shall cause its Affiliates to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussion or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Affiliates to return or destroy (and confirm destruction of) all such information. Except as expressly permitted by this Section 6.3, from and after the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article 8, neither the Company Board nor any committee thereof shall (i) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal, (ii) withdraw, change, qualify, withhold or modify, or publicly propose to withdraw, change, qualify, withhold or modify, in a manner adverse to the Acquirors or Merger Sub, the Company Board Recommendation, (iii) approve, authorize, cause or permit the Company or any of its Subsidiaries to enter into any merger agreement, acquisition agreement, letter of intent, memorandum of understanding or other similar agreement relating to any Acquisition Proposal (a "Company Acquisition Agreement"), or (iv) resolve or agree to do any of the foregoing (any action set forth in the foregoing clauses (i) through (iv) of this sentence, a "Change of Board Recommendation").

            (b)   Notwithstanding anything to the contrary contained in Section 6.3(a), if at any time following the date hereof and prior to 6:00 p.m., New York City time, on the Stockholder Consent Delivery Date (i) the Company has received a bona fide written Acquisition Proposal from a Third Party that is not solicited in violation of Section 6.3(a) and the Company, its Affiliates and its and their Representatives are not in willful and material breach of this Section 6.3 with respect to such Third Party and (ii) the Company Board (or a duly authorized committee thereof) determines in good faith, based on information then available and after consultation with outside counsel and based on financial analyses reasonably believed to be reasonable by the Company Board, that such Acquisition Proposal constitutes, or may result in, a Superior Proposal, then the Company may (x) furnish information with respect to the Company and its Subsidiaries to the Third Party making such Acquisition Proposal, its Representatives and potential sources of financing pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements, provided that the Company shall as soon as reasonably practicable but no later than the time period for notice provided in Section 6.3(c) below, provide the Acquirors any non-public information concerning the Company or any of its Subsidiaries that is provided to such person or its Representatives unless such

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    information has been previously provided or made available to the Acquirors and (y) participate in discussions or negotiations with the Third Party making such Acquisition Proposal regarding such Acquisition Proposal.

            (c)   The Company shall promptly (and in any event within 48 hours) notify the Acquirors in writing of the receipt of any Acquisition Proposal, any request for non-public information relating to the Company or any of its Subsidiaries made in connection with an Acquisition Proposal or request for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries made in connection with an Acquisition Proposal, which notice shall identify the Third Party making such Acquisition Proposal and include a copy of such Acquisition Proposal (or, where such Acquisition Proposal was not submitted in writing, a reasonably detailed written description of such Acquisition Proposal including its material terms and conditions), and whether the Company has furnished non-public information to, or entered into negotiations or discussions with, such Third Party. Without limiting the foregoing, the Company shall keep the Acquirors promptly informed (and in any event within 48 hours) in all material respects of the status of, and any material communications relating to, such Acquisition Proposal (including any change in the price or other material terms thereof). The Company agrees that it and its Subsidiaries will not take any action that would prohibit the Company or any of its Subsidiaries from complying with their respective obligations under this Section 6.3.

            (d)   Notwithstanding anything to the contrary contained in Section 6.3(a), if (i) the Company has received a bona fide written Acquisition Proposal from a Third Party that is not solicited in violation of Section 6.3(a), (ii) the Company, its Affiliates and its and their Representatives are not in willful and material breach of this Section 6.3 with respect to such Third Party, and (iii) the Company Board (or any duly authorized committee thereof) determines in good faith after consultation with outside legal counsel and based on financial analyses reasonably believed to be reasonable by the Company Board, that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal, the Company Board may at any time prior to 6:00 p.m., New York City time, on the Stockholder Consent Delivery Date, effect a Change of Board Recommendation with respect to such Acquisition Proposal, subject to the requirements of this Section 6.3(d) . The Company shall not be entitled to effect a Change of Board Recommendation pursuant to this Section 6.3(d) unless:

                (i)  the Company shall have provided to the Acquirors at least three (3) Business Days' prior written notice (such period and any period commenced by a new written notice delivered pursuant to the last sentence of Section 6.3(d)(iii), the "Notice Period") of the Company's intention to take such actions, which notice shall specify the basis for such Change of Board Recommendation, the identity of the Third Party making such Superior Proposal, the material terms and conditions of such Superior Proposal, and shall include a copy of the applicable Company Acquisition Agreement and any other material documents with respect thereto;

               (ii)  during the Notice Period, if requested by the Acquirors, the Company shall have, and shall have caused its Representatives to have, engaged in good faith negotiations with the Acquirors and their Representatives regarding any amendments or modifications to this Agreement and/or the Real Estate Purchase Agreement proposed by the Acquirors and intended to cause the relevant Acquisition Proposal to no longer constitute a Superior Proposal; and

              (iii)  at the end of such Notice Period, the Company Board shall have considered in good faith any proposed amendments or modifications to this Agreement and/or the Real Estate Purchase Agreement, including a change to the price terms hereof and thereof and the other agreements contemplated hereby that may be offered by the Acquirors (the "Proposed Changed Terms") no later than 6:00 p.m., New York City time, on the last day of the Notice

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      Period and shall have determined in good faith after consultation with outside legal counsel that the Superior Proposal would continue to constitute, or result in, a Superior Proposal if such Proposed Changed Terms were to be given effect. In the event of any change to the price terms or any other material revision or amendment to the terms of such Superior Proposal, then the Company shall be required to deliver a new written notice to the Acquirors and to again comply with the requirements of this Section 6.3(d) (which shall apply mutatis mutandis) with respect to such new written notice.

            (e)   Nothing contained in this Section 6.3 shall prohibit the Company Board from (i) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 and Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (ii) making any disclosure to the stockholders of the Company if the Company Board (or any duly authorized committee thereof) determines in good faith after consultation with outside legal counsel that the failure to make such disclosure would reasonably be expected to breach its fiduciary duties or violate applicable Law; or (iii) issuing a "stop, look and listen" statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that that in each case of (i), (ii) and (iii), the Company Board does not include any statement that itself would be a Change of Board Recommendation.

            (f)    The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 6.3 by any of Affiliates or its their Representatives acting on behalf of the Company or its Affiliates shall be deemed to be a breach of this Section 6.3 by the Company.


        6.4
    Significant Stockholder Consent; Preparation of Information Statement.     

            (a)   The Company shall submit a form of irrevocable and unconditional written consent to the Significant Stockholder, being the record holder of at least a majority of the outstanding Company Shares (such written consent, as duly executed and delivered by the Significant Stockholder, the "Significant Stockholder Consent"). Subject to Section 8.1(e) of this Agreement and the terms of the Voting Agreement, no later than 6:00 p.m., New York City time, on the Stockholder Consent Delivery Date, the Company will provide the Acquirors with a facsimile copy of such Significant Stockholder Consent, certified as true and complete by an executive officer of the Company. In connection with the Significant Stockholder Consent, the Company shall take all actions necessary to comply, and shall comply in all respects, with the DGCL, including Section 228 and Section 262 thereof, the Company Charter and the Company Bylaws.

            (b)   As promptly as practicable following the Stockholder Consent Delivery Date (and in any event within five (5) days of the date thereof), the Company shall prepare and file with the SEC a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C under the Exchange Act concerning the Significant Stockholder Consent, the Merger, the Real Estate Purchase and the Transactions (as amended or supplemented from time to time, the "Information Statement") and shall use reasonable best efforts to have the Information Statement cleared by the SEC promptly. Each of the Company and the Acquirors shall furnish all information concerning such Person to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement. The Company shall promptly notify the Acquirors upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Information Statement and shall provide the Acquirors with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of the Company and the Acquirors shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Information Statement. Notwithstanding the foregoing, prior to filing or mailing the Information Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect

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    thereto, the Company (i) shall provide the Acquirors and their respective counsel a reasonable opportunity to review and comment on such document or response and (ii) shall consider for inclusion in such document or response all comments reasonably proposed by the Acquirors and their respective counsel.

            (c)   The Company agrees that the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and use reasonable best efforts to ensure that none of the information included or incorporated by reference in the Information Statement will, at the date the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Information Statement based on information supplied in writing by or on behalf of the Acquirors specifically for inclusion or incorporation by reference therein. Each Acquiror agrees to use reasonable best efforts to ensure that none of such information will, at the date the Information Statement is filed with the SEC or mailed to the stockholders of the Company, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the date that is twenty (20) days after the Information Statement is first mailed to the Company's stockholders, any information relating to the Company, the Acquirors or any of their respective Affiliates, officers or directors should be discovered by the Company or the Acquirors which is required to be set forth in an amendment or supplement to the Information Statement, so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company.

            (d)   The Company shall use reasonable best efforts to cause the Information Statement to be (i) filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and (ii) mailed to the stockholders of the Company, in each case as promptly as practicable after, and in any event within two (2) days after, the latest of (A) confirmation from the SEC that it has no further comments on the Information Statement, (ii) confirmation from the SEC that the Information Statement is otherwise not to be reviewed or (iii) expiration of the ten (10) day period after filing in the event the SEC does not review the Information Statement.


        6.5
    Appropriate Action; Consents; Filings.     

            (a)   Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement, the Real Estate Purchase Agreement and applicable Law to consummate and make effective the Transactions as promptly as practicable, including using reasonable best efforts to obtain the Real Estate Purchase Required Consents and all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including, without limitation, those in connection with the HSR Act and applicable Gaming Laws). Notwithstanding anything in this Agreement to the contrary, in no event shall the Acquirors, Merger Sub or any of their respective Affiliates be obligated to take any action, including entering into any consent decree, hold separate order or other arrangement, that (i) requires the sale, divestiture, licensing or disposition of any material assets or businesses of the

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    Acquirors, the Surviving Corporation, the Company or any of their Subsidiaries, (ii) materially limits the conduct of the Acquirors or their Affiliates (including, after the Closing, the Surviving Corporation and the Company and its Subsidiaries) or the Acquirors' freedom of action with respect to, or its ability to retain, the Company and the Company's Subsidiaries or any portion thereof or any of the Acquirors' or their Affiliates' other assets or businesses, or (iii) would be expected to have an adverse impact in any material respect on the Acquirors, their Affiliates and their Subsidiaries' respective businesses, or the businesses to be acquired by the Acquirors pursuant to this Agreement and the Real Estate Purchase Agreement, taken as a whole. For the avoidance of doubt, the parties agree that any action, including entering into any consent decree, hold separate order or other arrangement, that would require either Acquiror to divest or hold separate, or agree to divest or hold separate, any casino owned by such Acquiror or by the Company or any of its Subsidiaries as of the date of this Agreement shall be considered "material" for the purposes of the preceding sentence. With regard to any Governmental Entity, the Company shall not, without the Acquirors' written consent, which may be withheld by the Acquirors in their sole discretion, take, or commit to take, any action inconsistent with the limitations set forth in the preceding sentence. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations in connection with obtaining all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including, without limitation, those in connection with the HSR Act and applicable Gaming Laws), unless the effectiveness of such agreement or action is conditioned upon the Closing. Notwithstanding anything to the contrary in this Agreement, Gamma shall have no obligation to take any action or refrain from taking any action pursuant to this Section 6.5(a) if it obtains a legal opinion from a nationally recognized law firm that such action or inaction would be reasonably likely to materially impair Gamma or its direct or indirect owner from continuing to be treated as a real estate investment trust under the Code; provided, however, that Gamma may not be compelled to take any action or refrain from taking any action under any other provision of this Agreement to the extent that Gamma is excused from taking such action or refraining from taking such action by this sentence and; provided, further that Gamma will not be deemed to be in breach of this Agreement solely due to its failure to take or refrain from taking such action. For the avoidance of doubt, nothing in this Section 6.5(a) shall be deemed to limit any obligation the Acquirors may have to pay the Reverse Termination Fee pursuant to Section 8.3(b).

            (b)   Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, outside counsel for the Company and the Acquirors shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to the Company or either Acquiror, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Transactions; provided, that the foregoing shall not apply to applications made with respect to Gaming Approvals that include personal identifying information or other similarly sensitive information (as reasonably determined by such party in good faith). In exercising the foregoing rights, each of the Company and the Acquirors shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and the Acquirors shall keep each other reasonably apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing each such other party with copies of notices or other written substantive communications received by such party or any of their respective Subsidiaries, from any Governmental Entity and/or Third Party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any substantive filing, investigation or other inquiry in connection with the transactions contemplated hereby.

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            (c)   In furtherance and not in limitation of the foregoing, each of the Company and the Acquirors shall, and shall cause their respective Affiliates to, make or cause to be made (i) all required HSR Act notifications within ten (10) Business Days after the date of this Agreement, to the extent required, and (ii) all applications and supporting documentation necessary to obtain all Requisite Gaming Approvals as promptly as practicable, using reasonable best efforts to file no later than thirty (30) days from the date of this Agreement. If the Company or either Acquiror receives a request for information or documentary material from any Governmental Entity with respect to the Transactions (including, but not limited to, such requests with respect to the HSR Act or Gaming Authorities), then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, a response which is, at a minimum, in substantial compliance with such request.


        6.6
    Certain Notices.     From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8, unless prohibited by applicable Law, each party shall give prompt notice to the other parties if any of the following occur: (a) receipt of any notice or other communication in writing from any Person alleging that the consent or approval of such Person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Entity or the OTCQB (or any other securities market) in connection with the Transactions; or (c) such party becoming aware of the occurrence of an event that could prevent or delay beyond the Outside Date the consummation of the Transactions or that would reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 being incapable of satisfaction. The making of such a notice (in and of itself) pursuant to this Section 6.6 shall not affect any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement and any failure to make such notice (in and of itself) shall not be taken into account in determining whether the conditions set forth in Article 7 have been satisfied or give rise to any right of termination set forth in Article 8.


        6.7
    Public Announcements.     So long as this Agreement is in effect, none of the Company, Gamma or Parent and Merger Sub shall issue any press release or make any public statement with respect to the Transactions or this Agreement or the Real Estate Purchase Agreement without the prior written consent of each other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law or the rules or regulations of any applicable U.S. securities exchange, OTCQB or Governmental Entity to which the relevant party is subject, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance, or (b) with respect to any press release or other public statement by the Company permitted by Section 6.3. Each of the parties may issue a press release announcing the execution and delivery of this Agreement and the Real Estate Purchase Agreement; provided, that, such press release shall not be issued prior to the approval of each other party hereto. The Company shall, and each of Parent and Gamma shall be permitted to, file a Current Report on Form 8-K with the SEC attaching such party's press release and copy of this Agreement, the Real Estate Purchase Agreement, the Disaffiliation Agreement and the CIC Plan as exhibits.


        6.8
    Employee Benefit Matters.     

            (a)   From and after the Effective Time and for the period ending on the date that is six (6) months from the Effective Time (or, if earlier, until the termination of such Continuing Employee's employment) except as otherwise required pursuant to a collective bargaining agreement, Parent shall (i) provide or cause its Subsidiaries, including the Surviving Corporation, to provide to each employee of the Company and its Subsidiaries immediately prior to the Effective Time who remains employed by Parent or its Subsidiaries (including the Surviving Corporation) following the Effective Time (each a "Continuing Employee") base compensation that is not less favorable than the base compensation provided to such Continuing Employee

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    immediately prior to the Effective Time and (ii) provide or cause Parent's Subsidiaries, including the Surviving Corporation, to provide benefits (including target annual cash bonus opportunity but excluding equity-based or equity-linked compensation or benefits, and excluding any pension or other retiree benefits) to each Continuing Employee that, taken as a whole, have a value that is substantially comparable in the aggregate as such benefits provided to similarly-situated employees of Parent and its Subsidiaries, or provided to such Continuing Employee immediately prior to the Effective Time, as determined by Parent in its discretion.

            (b)   With respect to benefit plans maintained by Parent or any of its Subsidiaries, including the Surviving Corporation, for all purposes, including determining eligibility to participate, vesting and benefit accruals (including any vacation and paid time off accruals), each Continuing Employee's service with the Company or any of its Subsidiaries, as reflected in the Company's records, shall be treated as service with Parent or any of its Subsidiaries, including the Surviving Corporation where length of service is relevant; provided, however, that such service need not be recognized or credited (i) to the extent that such recognition would result in any duplication of coverage or benefits, (ii) with respect to a newly established plan for which prior service is not taken into account or with respect to any equity based compensation, or (iii) if it results in benefit accruals with respect to any defined benefit plan.

            (c)   Parent shall, or shall cause its Subsidiaries (including the Surviving Corporation) to take reasonable best efforts to, waive, or cause to be waived, any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent or any of its Subsidiaries in which Continuing Employees (and their covered family members) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Plan immediately prior to the Effective Time. Parent shall, or shall cause its Subsidiaries, including the Surviving Corporation, to take reasonable best efforts to recognize, or cause to be recognized, the dollar amount of all co-payments / co-insurance, deductibles, out-of-pocket maximums and similar expenses incurred by each Continuing Employee (and his or her covered family members) during the calendar year in which the Effective Time occurs for purposes of satisfying such year's deductible and out-of-pocket maximum under the relevant welfare benefit plans in which such Continuing Employee (and family members) will be eligible to participate from and after the Effective Time.

            (d)   Parent, its Subsidiaries or the Company, as applicable, shall cause:

                (i)  all incentive bonus amounts pursuant to the Management Incentive Plan for Fiscal Year 2018 ("MIP") under the Company's Performance Incentive Plan (the "Incentive Plan") to be determined (by the Company's Compensation Committee after consultation with Parent and consistent with the terms of the MIP) and paid in the ordinary course of business consistent with past practice to participants in the MIP, but in no case later than March 15, 2019, provided that (x) the Target Bonus Percentage (as defined in the MIP) shall be determined by the Company's management and Compensation Committee prior to the Closing Date consistent with the terms of the MIP and past practice, and (y) notwithstanding the terms of the MIP or the Incentive Plan to the contrary, any participant in the MIP whose employment is terminated on or following the Closing Date (A) by the Company, Merger Sub, Parent and their Subsidiaries without "Cause" (as such term is defined in the Company's Change in Control and Severance Plan (the "CIC Plan"), without regard to whether such participant is eligible to participate in the CIC Plan), (B) by the participant for "Good Reason" (as defined in the CIC Plan), if such participant is a participant in the CIC Plan, or (C) by the participant (other than a participant who is a participant in the CIC Plan) for a reason specified in Section 6.8(d)(i) of the Company Disclosure Letter, shall continue to be

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      eligible to receive a payout under the MIP, with any such payout amount to be determined based on actual performance results, and pro-rated based on a fraction, the numerator of which is the number of days the participant was employed by the Company, Merger Sub, Parent or any of their respective Subsidiaries during the fiscal year ending December 31, 2018, and the denominator of which is 365;

               (ii)  all amounts pursuant to a long-term performance award (a "Performance Award") under the Incentive Plan for the performance period commencing on January 1, 2016 and ending on December 31, 2018, (the "2018 LTIP Cycle"), to be determined (by the Company's Compensation Committee after consultation with Parent and consistent with the terms of the Incentive Plan and the applicable Performance Award Agreement) and paid to participants in the ordinary course of business consistent with past practice, but in no case later than March 15, 2019, provided that notwithstanding the terms of the Performance Award or the Incentive Plan to the contrary, any Performance Award participant whose employment is terminated on or following the Closing Date (A) by the Company, Merger Sub, Parent and their Subsidiaries without "Cause" (as such term is defined in the CIC Plan, without regard to whether such participant is eligible to participate in the CIC Plan), (B) by the participant for "Good Reason" (as defined in the CIC Plan), if such participant is a participant in the CIC Plan, (C) by the participant (other than a participant who is a participant in the CIC Plan) for a reason specified in Section 6.8(d)(i) of the Company Disclosure Letter, or (D) due to a "Qualifying Event" (as defined in the Performance Award Agreement), shall continue to be eligible to receive a payout of his or her Performance Award for the 2018 LTIP Cycle, with any such payout amount to be determined based on actual performance results for the 2018 LTIP Cycle, and pro-rated based on the number of full calendar months the participant was employed by the Company, Merger Sub, Parent or any of their respective Subsidiaries during the 2018 LTIP Cycle, in accordance with the pro-ration formula set forth in Section 7 of the Performance Award Agreement; and

              (iii)  pursuant to Section 9 of the Performance Awards for the performance periods (x) commencing on January 1, 2017 and ending on December 31, 2019, and (y) commencing on January 1, 2018 and ending on December 31, 2020 (each an "LTIP Cycle"), all amounts for such LTIP Cycles to be paid at or as soon as reasonably practicable (in connection with ordinary payroll cycles) following the Closing to each participant thereof with respect to the applicable LTIP Cycle with the participant's eligibility for such Performance Award determined by reference to a pro-rated Performance Goal, as determined by the Company's Compensation Committee immediately prior to the Closing Date after consultation with Parent and consistent with the terms of the Incentive Plan and the applicable Performance Award Agreement, which shall be calculated based on actual performance results by multiplying the applicable Cumulative Operational EBITDA target or Cumulative Property EBITDA target (each as set forth in the Performance Award Agreement), as applicable, by a fraction the numerator of which is the number of completed full calendar months in the applicable LTIP Cycle prior to the Closing and the denominator of which is thirty-six (36), and with the payout amount with respect to any such Performance Award pro-rated by multiplying the Actual Performance Award (as defined in the Performance Award Agreement) by a fraction the numerator of which is the number of completed full calendar months in the applicable LTIP Cycle prior to the Closing and the denominator of which is thirty-six (36). In connection with, and as a condition to, the payment of a pro-rated Performance Award with respect to any LTIP Cycle as contemplated by this Section 6.8(d)(iii), the Performance Award shall be cancelled, and none of Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates shall have any remaining obligations or liabilities thereunder whatsoever (including with respect to any post-Closing portion of the applicable LTIP Cycle).

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            (e)   If requested by Parent in writing delivered to the Company not less than ten (10) Business Days before the Closing Date, the Board of Directors of the Company (or the appropriate committee thereof) shall adopt resolutions and take such corporate action as is necessary to terminate the Company's 401(k) plan(s), effective as of immediately prior to the Closing.

            (f)    Without limiting the generality of Section 9.9, the provisions of this Section 6.8 are solely for the benefit of the parties to this Agreement, and no current or former employee (including any Continuing Employee), director or consultant of the Company or its Subsidiaries (including any beneficiary or dependent thereof) shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 6.8 shall create such rights in any such individuals. Nothing contained in this Agreement shall: (i) guarantee employment for any period of time or preclude the ability of Parent, the Surviving Corporation or their respective Affiliates to terminate the employment of any Continuing Employee at any time and for any reason; (ii) subject to the actions required by Section 6.8(d), require Parent, the Surviving Corporation or any of their respective Affiliates to continue any Company Plan or other employee benefit plans, programs or Contracts or prevent the amendment, modification or termination thereof following the Closing; or (iii) amend any Company Plans or other employee benefit plans, programs or Contracts.

            (g)   The Company and its Subsidiaries shall timely satisfy any required notifications and/or consent requirements of any works councils or other labor or employee organizations, as may be required under applicable Law or any collective bargaining or similar labor agreement, in each case in connection with this Agreement or the Transactions.


        6.9
    Indemnification.     

            (a)   From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, and shall advance expenses as incurred (provided that the Indemnitee to whom expenses are advanced provides an undertaking to repay such amounts if it is ultimately determined by a court of competent jurisdiction that such Indemnitee is not entitled to indemnification for such matter), to the extent provided in (i) the Company Charter, the Company Bylaws or similar organization documents of any Subsidiary of the Company in effect as of the date of this Agreement or (ii) any indemnification Contract of the Company or any of its Subsidiaries in effect as of the date of this Agreement that is listed on Section 6.9 of the Company Disclosure Letter, to each present and former director and officer of the Company and its Subsidiaries and each of their respective employees who serves as a fiduciary of a Company Plan (in each case, when acting in such capacity) (each, an "Indemnitee" and, collectively, the "Indemnitees") against any costs or expenses (including reasonable attorneys' fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act or omission by such Indemnitee relating to his or her position with the Company or its Subsidiaries, occurring at or prior to the Effective Time, including in connection with this Agreement or the Transactions.

            (b)   Parent agrees that all rights to exculpation, indemnification or advancement of expenses arising from, relating to, or otherwise in respect of, acts or omissions occurring prior to the Effective Time (including in connection with this Agreement or the Transactions) existing as of the Effective Time in favor of an Indemnitee as provided in (i) the Company Charter, the Company Bylaws or similar organization documents of any Subsidiary of the Company in effect as of the date of this Agreement and (ii) any indemnification Contract of the Company or any of its Subsidiaries in effect as of the date of this Agreement listed on Section 6.9 of the Company Disclosure Letter shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall

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    cause the Surviving Corporation to, and the Surviving Corporation shall, maintain in effect the exculpation, indemnification and advancement of expenses provisions in favor of an Indemnitee as provided in (i) the Company Charter, the Company Bylaws or similar Organizational Documents of any Subsidiary of the Company in effect as of the date of this Agreement and (ii) any indemnification Contract of the Company or its Subsidiaries in effect as of the date of this Agreement listed on Section 6.9 of the Company Disclosure Letter, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the final disposition of such Proceeding.

            (c)   For six years from and after the Effective Time, Parent shall cause to be maintained for the benefit of those persons that are directors and officers of the Company, as of the date of this Agreement and as of the Closing Date, directors' and officers' liability insurance and fiduciary liability insurance that provides coverage for events occurring prior to the Closing Date (the "D&O Insurance") that is substantially equivalent to and in any event not less favorable in the aggregate than the existing directors' and officers' liability insurance and fiduciary liability insurance policy of the Company, or, if substantially equivalent insurance coverage is unavailable, the best coverage that is then available; provided, however, that Parent shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid by the Company prior to the date of this Agreement. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid "tail" policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of this Agreement or the Transactions. Nothing in this Section 6.9(c) will require Parent to duplicate coverages that have been procured by the Company prior to the Closing Date.

            (d)   In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assignee shall expressly assume the obligations set forth in this Section 6.9.

            (e)   The provisions of this Section 6.9 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the Company Charter, the Company Bylaws or similar organization documents in effect as of the date of this Agreement or in any indemnification Contract of the Company or its Subsidiaries in effect as of the date of this Agreement listed on Section 6.9 of the Company Disclosure Letter. From and after the Effective Time, the obligations of Parent under this Section 6.9 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 6.9 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 6.9 applies shall be third party beneficiaries of this Section 6.9).

            (f)    Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors' and officers' insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective

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    directors, officers or employees, it being understood and agreed that the indemnification provided for in this Section 6.9 is not prior to or in substitution for any such claims under such policies.


        6.10
    Parent Agreements Concerning Merger Sub.     Parent shall take all actions necessary or advisable to cause Merger Sub to perform its covenants, agreements and obligations under this Agreement in accordance with the terms hereof. Parent shall, promptly following execution of this Agreement, approve and adopt this Agreement in its capacity as sole stockholder of Merger Sub and deliver to the Company evidence of its vote or action by written consent approving and adopting this Agreement in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub.


        6.11
    Takeover Statutes.     If any Takeover Law becomes or is deemed to be applicable to the Company, Parent, Gamma or Merger Sub, the Merger, the Real Estate Purchase or any other transaction contemplated by this Agreement and/or the Real Estate Purchase Agreement, then the Company and the Company Board shall grant such approvals and take all commercially reasonable actions as may be necessary so the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and/or the Real Estate Purchase Agreement and otherwise to render such Takeover Law inapplicable to the this Agreement, the Merger, the Real Estate Purchase and the other Transactions.


        6.12
    Section 16 Matters.     Prior to the Effective Time, the Company shall take all such steps as may be required to cause the transactions contemplated by this Agreement and any other dispositions of Company Shares (including derivative securities with respect to Company Shares) resulting from the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-5 promulgated under the Exchange Act.


        6.13
    Stockholder Litigation.     The Company shall give the Acquirors reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the transactions contemplated by this Agreement, the Disaffiliation Agreement, the Real Estate Purchase Agreement, including the Merger, the Real Estate Purchase and the Transactions ("Transaction Litigation"), and no such settlement of any Transaction Litigation shall be agreed to without the prior written consent of the Acquirors (such consent not to be unreasonably withheld, conditioned or delayed). The Company shall promptly notify the Acquirors of any Transaction Litigation and shall keep the Acquirors reasonably and promptly informed with respect to the status thereof.