Executed on or about August 6, 2008, but effective as of May 29, 2008

Exhibit 10.1

Executed on or about August 6, 2008,

but effective as of May 29, 2008

Xxxxx Entertainment Resorts Holdings, X.X.

Xxxxx Entertainment Resorts, Inc.

TCI 2 Holdings, LLC

Xxxxx Xxxxxx Associates, LLC

Xxxxx Plaza Associates, LLC

Xxxxx Xxx Xxxxx Associates, LLC

Xxxxx Entertainment Resorts Development Company, LLC

and

Xxxxx Entertainment Resorts Funding, Inc.

c/o Trump Entertainment Resorts Holdings, L.P.

000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention:       Mr. Xxxx Xxxxx

                        Executive Vice President and Corporate Treasurer

Re: Second Amendment to Credit Agreement dated as of May 29, 2008, among Xxxxx Entertainment Resorts Holdings, L.P. (the “Borrower”), Xxxxx Entertainment Resorts, Inc., the Subsidiary Guarantors, the Lenders and Xxxx Bank as the Collateral Agent and the Administrative Agent (the “Second Amendment”)

Dear Xx. Xxxxx:

Reference is hereby made to the Second Amendment and to the definition of the term “Xxxxx Xxxxxx Sale” contained therein. Capitalized terms used herein and not defined are used herein as defined or referred to in the Credit Agreement, as such term is defined in the Second Amendment. Without limiting the generality of the foregoing, all references herein to the Credit Agreement shall mean the Credit Agreement as amended from time to time (including as amended by the Second Amendment).

I. Matters relating to the Xxxxx Xxxxxx Sale

As you know, one of the requirements contained in the definition of the term “Xxxxx Xxxxxx Sale” is that such a sale of the Xxxxx Xxxxxx must be made “pursuant to a contract of sale that is in form and substance reasonably acceptable to the Agents”. As you also know, you have provided us with a copy of that certain Asset Purchase Agreement dated as of May 28, 2008, by and among Xxxxx Xxxxxx Associates, LLC, as Seller, Coastal Marina, LLC, as Buyer, Xxxxx Entertainment Resorts, Inc., as Parent, and Coastal Development, LLC, as Buyer Affiliate (including all Exhibits thereto), together with the Seller Disclosure Letter referred to therein (collectively, the “Asset Purchase Agreement”).

Subject to the proviso below, you are hereby informed that, for purposes of the definition of the term “Xxxxx Xxxxxx Sale” as contained in the Second Amendment, the Asset Purchase Agreement is in a form and substance reasonably acceptable to the Agents; provided, however, that such statement and conclusion is expressly conditioned upon and subject to each of the following matters, to which each of the Loan Parties hereby agrees as evidenced by its execution of a copy or counterpart of this letter in the space provided hereinbelow:

(a) The Agent’s consent to or approval of the form of the Asset Purchase Agreement shall not, in any way, be deemed (i) a consent to, or an approval or a waiver of, any noncompliance with any term or provision of the Credit Agreement or any other Loan Document, (ii) an amendment to, or a modification of, any term or provision of the Credit Agreement or any other Loan Document, or (iii) a

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waiver of any right or remedy of any Agent or any Lender under the Credit Agreement or any other Loan Document; in addition, and without limiting the generality of the foregoing, this letter shall not constitute a termination, release or waiver of, and shall not in any way diminish or otherwise affect, any lien or security interest of any Agent or any Lender on or in the Xxxxx Xxxxxx or any other property or asset or any right or remedy relating thereto, all of which liens, security interests, rights and remedies shall remain valid, enforceable and in full force and effect in accordance with their terms;

(b) Notwithstanding anything to the contrary contained herein and without limiting the generality of clause (a) proceeding, the Agents do not consent to or approve any adjustment to the purchase price payable pursuant to the Asset Purchase Agreement or otherwise which would result in the Net Cash Proceeds (inclusive of any such proceeds which may be reinvested in the business of the Borrower and its Subsidiaries or in any Casino Property) from the sale of the Xxxxx Xxxxxx being less than $240,000,000;

(c) The Xxxxx Xxxxxx and other property owned by Xxxxx Xxxxxx Associates, LLC is subject to the lien and security interest granted to the Collateral Agent pursuant to, and other terms and provisions (including, without limitation, all rights and remedies of the Agents and the Lenders) of, the Mortgage covering such property, all of which liens and security interests and other terms and provisions (including, without limitation, all rights and remedies of the Agents and the Lenders) remain and shall continue in full force and effect in accordance with their terms (unless and until subsequently and expressly otherwise agreed in writing by the Agents and the Lenders). Accordingly, the Asset Purchase Agreement is, to such extent, subject to such Mortgage;

(d) Neither any Agent nor any Lender, nor any assignee or transferee by or through any Agent or any Lender, has any duty, liability or obligation of any kind or nature whatsoever under or otherwise with respect to the Asset Purchase Agreement or the sale of the Xxxxx Xxxxxx or any other transaction contemplated thereby; in addition, and without limiting the generality of the foregoing, in the event that any portion of the assets of Xxxxx Xxxxxx Associates, LLC (including, without limitation, the Xxxxx Xxxxxx, but excluding the equity interests in Xxxxx Xxxxxx Associates, LLC) are foreclosed against prior to the consummation of the Xxxxx Xxxxxx Sale, neither any Agent nor any Lender, nor any assignee or transferee by or through any Agent or any Lender, shall have any duty, liability or obligation of any kind or nature whatsoever to consummate the Xxxxx Xxxxxx Sale in accordance with the Asset Purchase Agreement or otherwise and such assets foreclosed against, if no longer owned by Xxxxx Xxxxxx Associates, LLC, would no longer be bound by the terms and provisions of the Asset Purchase Agreement;

(e) Each of Xxxxx Xxxxxx Associates, LLC and the General Partner agrees that it will not amend, supplement or otherwise modify the Asset Purchase Agreement or any agreement, document or instrument executed and/or delivered (or to be executed and/or delivered) in connection therewith, in each case in any material respect, without the prior written approval of the Administrative Agent (which consent shall not be unreasonably withheld);

(f) Each of the Borrower and the General Partner agrees that it will, promptly after its receipt thereof, deliver to the Administrative Agent a copy of the “Separation Plan”, as such term is defined in the Transitional Services Agreement dated as of May 28, 2008, between Xxxxx Entertainment Holdings, L.P. and Coastal Marina, LLC, as such plan may be amended, supplemented or otherwise modified from time to time; and

(g) Each of the grantors or mortgagors under the Mortgages agrees that it will, promptly upon the request of the Administrative Agent, execute and deliver to the Administrative Agent an amendment to the Mortgages in form and substance satisfactory to the Administrative Agent which amends the first sentence of section 11.8 of the Mortgages to read in its entirety as follows:

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“Notwithstanding any other provision of this Article XI, given the facts that Mortgagor is a New Jersey casino licensee, this Mortgage is considered a security by the New Jersey Casino Control Act, N.J.S.A. 5:12-1 et seq. (the ‘Casino Act’) and Mortgagor is not a publicly traded corporation, the NJCCC has a right of prior approval with regard to any transfer of this Mortgage to any party not exempt from the qualification requirements of the Casino Act, and the sale, assignment, transfer, pledge or other disposition of this Mortgage to any party not so exempt is conditional until a determination has been made by the NJCCC that such party is qualified and shall be ineffective if and when such party is disapproved by the NJCCC.”

You are hereby advised that, upon the execution of a copy or counterpart of this letter in the space provided below by each of the Loan Parties, all conditions precedent to the effectiveness of the Second Amendment set forth in Section 3.01 of the Second Amendment shall have been satisfied.

II. Matters relating to the Purchase of Debt

In addition to the foregoing matters relating to the Asset Purchase Agreement, the Loan Parties have requested the consent of the Agents and the Lenders to the purchase from time to time of Debt of one or more of the Loan Parties by one or more of the Loan Parties, which purchase is prohibited by Section 5.02(j) of the Credit Agreement. Notwithstanding Section 5.02(j) of the Credit Agreement and subject to the proviso below, the Agents and the Lenders hereby consent to the purchase of such Debt by one or more of the Loan Parties, provided that each of such purchases satisfies each of the following conditions and/or (as applicable) each of the following conditions is satisfied at the time of and immediately after giving effect to such purchase:

(i) such purchase shall not occur unless and until the Xxxxx Xxxxxx Sale has been consummated in accordance with all terms, provisions and conditions of the Credit Agreement as to which performance by any of the Loan Parties is required as at the time of, or substantially concurrently with, the consummation of the Xxxxx Xxxxxx Sale, including, without limitation, the satisfaction of the requirements of clause (ii) of Section 2.06(b) of the Credit Agreement to the effect that not less than the greater of $140,000,000 or 50% of the aggregate amount of Net Cash Proceeds (inclusive of any of such proceeds which may be reinvested in the business of the Borrower and its Subsidiaries or in Casino Property) from the Xxxxx Xxxxxx Sale shall be used to acquire substitute collateral acceptable to the Required Lenders or deposited in the Collateral Account and pledged to the Collateral Agent as additional Collateral;

(ii) the aggregate purchase price that shall be paid or payable by the Loan Parties for or otherwise in connection with all such purchases of such Debt shall not exceed an amount equal to the portion of the Net Cash Proceeds of the Xxxxx Xxxxxx Sale which is not required to be (A) used to acquire substitute collateral or deposited in the Collateral Account in accordance with clause (ii) of Section 2.06(b) of the Credit Agreement or (B) used for any other purpose in accordance with the Credit Agreement; and

(iii) no Default shall have occurred or be continuing at the time of such purchase or shall result from such purchase.

III. Miscellaneous

This letter agreement shall constitute a Loan Document.

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Please evidence your agreement to the foregoing matters and the following matters relating to the waiver and release of the Agents and the Lenders by executing a copy or counterpart of this letter in the space provided below and returning the same, as so executed by you, to our counsel Xxxxxx X. Xxxxxxx via email at xxxxxxxx@xxxxxx.xxx, whereupon this letter shall become effective in accordance with its terms.

Please contact us if you have any questions or comments regarding this letter.

[The remainder of this page is intentionally left blank.]

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IV. Waiver and Release of the Agents and the Lenders

TO INDUCE THE AGENTS AND THE LENDERS TO EXECUTE AND AGREE TO THE TERMS OF THIS LETTER, EACH OF THE LOAN PARTIES (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT, AS OF AUGUST 6, 2008, THERE ARE NO CLAIMS, COUNTERCLAIMS, CAUSES OF ACTION, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR DEMANDS AGAINST OR WITH RESPECT TO ANY OF ITS INDEBTEDNESS OR OBLIGATIONS UNDER THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS AND, IN ADDITION, EACH OF THE LOAN PARTIES HEREBY:

(a) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, CAUSES OF ACTION, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES AND DEMANDS, WHETHER KNOWN OR UNKNOWN, ARISING ON OR BEFORE THE AMENDMENT DATE; AND

(b) RELEASE. RELEASES AND DISCHARGES EACH OF THE AGENTS AND THE LENDERS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, COUNTERCLAIMS, CAUSES OF ACTION, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH SUCH LOAN PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING ON OR BEFORE AUGUST 6, 2008, AND FROM OR IN CONNECTION WITH OR RELATING TO THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY OR HEREBY.

Sincerely, XXXX BANK, as Collateral Agent, Administrative Agent and a Lender
By:		/S/ D. XXXXXX XXXX
Name:		D. Xxxxxx Xxxx
Title:		President
XXXX BANK NEVADA, as a Lender
By:		/S/ D. XXXXXX XXXX
Name:		D. Xxxxxx Xxxx
Title:		President

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ACKNOWLEDGED, AGREED TO AND ACCEPTED

as of the date first above written:

XXXXX ENTERTAINMENT RESORTS HOLDINGS, L.P., as Borrower
By:		Xxxxx Entertainment Resorts, Inc., its general partner
By:		/s/ Xxxx X. Xxxxx
Name:		XXXX X. XXXXX
Title:		Interim Chief Financial Officer, Executive Vice President & Corporate Treasurer
XXXXX ENTERTAINMENT RESORTS, INC., as Guarantor
By:		/s/ Xxxx X. Xxxxx
Name:		XXXX X. XXXXX
Title:		Interim Chief Financial Officer, Executive Vice President & Corporate Treasurer
TCI 2 HOLDINGS, LLC, as a Subsidiary Guarantor
By:		Xxxxx Entertainment Resorts, Inc., its sole member
By:		/s/ Xxxx X. Xxxxx
Name:		XXXX X. XXXXX
Title:		Interim Chief Financial Officer, Executive Vice President & Corporate Treasurer
XXXXX XXXXXX ASSOCIATES, LLC; XXXXX PLAZA ASSOCIATES, LLC; XXXXX XXX XXXXX ASSOCIATES, LLC; XXXXX ENTERTAINMENT RESORTS DEVELOPMENT COMPANY, LLC; each as a Subsidiary Guarantor
By:		Xxxxx Entertainment Resorts, Holdings, L.P., their sole member
By:		Xxxxx Entertainment Resorts, Inc., its general partner
By:		/s/ Xxxx X. Xxxxx
Name:		XXXX X. XXXXX
Title:		Interim Chief Financial Officer, Executive Vice President & Corporate Treasurer

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XXXXX ENTERTAINMENT RESORTS FUNDING, INC., as a Subsidiary Guarantor
By:		/s/ Xxxx X. Xxxxx
Name:		XXXX X. XXXXX
Title:		Interim Chief Financial Officer, Executive Vice President & Corporate Treasurer

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