Columbia Entertainment to Acquire Aztar for $54 Per Share

FORT MITCHELL, Kentucky -- Columbia Entertainment, the gaming affiliate of Columbia Sussex, today announced it has entered into a definitive merger agreement with Aztar Corporation under which it will
Tropicana Atlantic City  acquire all of the outstanding common shares of Aztar for $54.00 per share in cash. The holders of Aztar's Series B preferred stock will receive $571.13 per share in cash. The fully financed transaction is valued at $2.75 billion, including the assumption of approximately $676 million in debt. Credit Suisse has provided a firm commitment for $3.15 billion in debt financing.

Aztar's Tropicana casino resorts in Atlantic City, NJ and Las Vegas, NV; Ramada Express casino hotel in Laughlin, NV; and Casino Aztar riverboat casino in Evansville, IN are highly complementary to Columbia Sussex and Columbia Entertainment's 82 hotels and resorts and 8 casinos throughout the United States, Canada and the Caribbean, as well as its new resort and casino property under construction in St. Maarten. Columbia Sussex is the largest licensee of full-service Marriott Hotels in the U.S., and owns and operates Marriott, Hilton, Westin, Sheraton, Renaissance and Doubletree branded properties. The combined company will have approximately 33,000 rooms and will own and operate 12 casinos in Nevada, Louisiana, Mississippi, New Jersey, Illinois and Indiana.

"This is a breakthrough transaction for our company which will significantly enhance our gaming assets in key growth markets and strengthen our position as one of the leading owners, developers and operators of hotels, resorts and casinos," said William J. Yung III, President and CEO of Columbia Sussex. "Aztar's unique assets are a perfect fit with our existing hotel and gaming properties, and we see many opportunities to improve financial performance by expanding the Tropicana brand, finishing the building projects in Indiana and Atlantic City and developing the Las Vegas property. We look forward to working with Aztar's talented managers and employees to maximize the potential of these properties as we leverage our 25-year track record as a successful owner, builder and operator."

As previously announced, to underscore its confidence in its ability to close the transaction, Columbia has made a deposit of $313 million, payable to Aztar in certain circumstances (including failure to obtain regulatory approval), if the merger agreement is terminated. In addition, Columbia has agreed to increase the purchase price at a rate of $0.00888 per day per Aztar common share beginning November 19, 2006, if closing has not occurred by that date. The additional daily payment would increase to $0.01184 per Aztar common share beginning February 19, 2007, if the transaction has not closed by that date.

Columbia obtained its first gaming license in 1990 and has been licensed and re-licensed numerous times in Nevada, Louisiana and Mississippi. Columbia will seek and expects to receive gaming licenses in New Jersey and Indiana. It will work with Aztar to divest the Casino Aztar riverboat casino in Caruthersville, MO prior to closing the transaction.

The transaction is subject to regulatory approvals and customary closing conditions and is expected to close by the end of the year.

Banc of America Securities acted as financial advisor to Columbia Entertainment in connection with this transaction, and Credit Suisse is providing debt financing. Katz, Teller, Brant & Hild and Milbank, Tweed, Hadley & McCloy LLP are acting as legal advisors.