FIRST AMENDMENT TO MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2012 by and between NP TROPICANA LLC, a limited liability company organized under the laws of Nevada, and FE LANDCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

WHEREAS, the Parties have heretofore entered into that certain Management Agreement dated as of June 16, 2011 (as amended, supplemented or otherwise modified and in effect on the date hereof, the “Management Agreement”); and

WHEREAS, each Party has reviewed, or has had the opportunity to review, this Amendment with the assistance of professional legal advisors of its own choosing.

NOW THEREFORE, in consideration for the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the Parties hereby agree as follows:

“(b)    Notwithstanding the foregoing, Manager may, without the prior written approval of Owner, encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager's interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement.”

Each Party makes the following representations and warranties, solely with respect to itself, to each other Party:

Except as expressly modified by this Amendment, the Management Agreement remains in full force and effect pursuant to its terms. All references to the Management Agreement in other documentation between the Parties shall be deemed to be a reference to the Management Agreement as amended by this Amendment.

The provisions of Sections 17.4, 17.5, 17.6, 17.8, and 17.11 of the Management Agreement are applicable to this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

NP TROPICANA LLC,

a Nevada limited liability company

By:    /s/ Richard Haskins

Name:    Richard Haskins

Title:    Senior Vice President

FE LANDCO MANAGEMENT LLC,

a Delaware limited liability company

By:     Fertitta Entertainment LLC, its member

By:    /s/ Marc Falcone

Name:    Marc Falcone

Title:    Authorized Person