AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of February 28, 2011 among TROPICANA ENTERTAINMENT INC., as the Borrower THE LENDERS PARTY HERETO, AND ICAHN AGENCY SERVICES LLC, as Administrative Agent and as Collateral Agent

Exhibit 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

dated as of
February 28, 2011

among

TROPICANA ENTERTAINMENT INC.,

as the Borrower

THE LENDERS PARTY HERETO,

AND

ICAHN AGENCY SERVICES LLC,

as Administrative Agent and as Collateral Agent

AMENDMENT NO. 1 TO CREDIT AGREEMENT

dated as of February 28, 2011

Reference is made to the Credit Agreement, dated as of December 29, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meanings set forth therein), among TROPICANA ENTERTAINMENT INC., a Delaware corporation (the “Borrower”), the lenders party hereto from time to time (the “Lenders”), and ICAHN AGENCY SERVICES LLC, as Administrative Agent and as Collateral Agent.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower and the Required Lenders desire to amend certain provisions of the Credit Agreement as set forth below on and subject to the terms of this Amendment No. 1 to Credit Agreement (this “Amendment No. 1”).

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendment to Credit Agreement.

(a) Amendment to Section 6.10. Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

6.10. Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending on or prior to December 31, 2011 (other than the four consecutive fiscal quarter period ending December 31, 2010) to be less than 1.00 to 1.00 or permit the Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending after December 31, 2011 to be less than 2.00 to 1.00.

SECTION 2. Condition to Effectiveness. This Amendment No. 1 shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of this Amendment No. 1 duly executed by (i) the Borrower and (ii) the Required Lenders.

SECTION 3. Applicable Law. THIS AMENDMENT NO. 1 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 4. Counterparts. This Amendment No. 1 may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 2 hereof. Delivery of an executed signature page to this Amendment No. 1 by facsimile or .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Amendment No. 1.

SECTION 5. Continuing Effectiveness. Except as modified by this Amendment No. 1, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects and this Amendment No. 1 shall be a Loan Document for all purposes, and references in the Credit Agreement to “the date hereof” and “the date of this Agreement” and phrases of similar import, shall in all instances be references to, and continue to refer to, December 29, 2009, and not the date of this Amendment No. 1.

SECTION 6. Entire Agreement. This Amendment No. 1 and the Credit Agreement constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Amendment No. 1 and the Credit Agreement.

SECTION 7. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT NO. 1. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT NO. 1 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment No. 1 and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment No. 1.

SECTION 9. Successors and Assigns. Whenever in this Amendment No. 1 any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower, the Administrative Agent, the Collateral Agent or the Lenders that are contained in this Amendment No. 1 shall bind and inure to the benefit of their respective successors and assigns. The Borrower shall not assign or delegate any of its rights or duties hereunder without the prior written consent of the Administrative Agent and each Lender, and any attempted assignment without such consent shall be null and void.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their officers thereunto duly authorized as of the date first above written.

THE BORROWER:	TROPICANA ENTERTAINMENT INC.


	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title: CFO