Trump Entertainment Resorts, Inc. Sample Contracts

RECITALS:
Loan and Security Agreement • January 11th, 1996 • Trump Hotels & Casino Resorts Inc • Hotels & motels • Connecticut
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FIRST AMENDED AND RESTATED OPERATING AGREEMENT of BUFFINGTON HARBOR RIVERBOATS, L.L.C.
Operating Agreement • January 11th, 1996 • Trump Hotels & Casino Resorts Inc • Hotels & motels
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • November 14th, 1996 • Trump Hotels & Casino Resorts Inc • Hotels & motels • Delaware
GUARANTY --------
Guaranty • April 1st, 2002 • Trump Hotels & Casino Resorts Inc • Hotels & motels • New York
RECITALS --------
Term Loan Agreement • August 14th, 2001 • Trump Hotels & Casino Resorts Inc • Hotels & motels • Illinois
AMENDMENT TO
Partnership Agreement • November 14th, 1996 • Trump Hotels & Casino Resorts Inc • Hotels & motels • New Jersey
RECITALS:
Loan and Security Agreement • February 1st, 1996 • Trump Hotels & Casino Resorts Inc • Hotels & motels • Connecticut
AMENDMENT AGREEMENT
Loan and Security Agreement • February 1st, 1996 • Trump Hotels & Casino Resorts Inc • Hotels & motels
AMENDMENT TO THE PURCHASE AGREEMENT ------------------
Purchase Agreement • October 13th, 2009 • Trump Entertainment Resorts, Inc. • Hotels & motels • New York
WITNESSETH:
Executive Agreement • April 2nd, 2001 • Trump Hotels & Casino Resorts Inc • Hotels & motels
FORM OF INDEMNITY AGREEMENT
Indemnification Agreement • March 31st, 2011 • Trump Entertainment Resorts, Inc. • Hotels & motels • Delaware

THIS AGREEMENT, is entered into this March 30, 2011, effective as of the Effective Date (as defined below), by and among Trump Entertainment Resorts, Inc., a Delaware corporation (the “Company”), Trump Plaza Associates, LLC (the “Plaza”), Trump Taj Mahal Associates, LLC (the “Taj”), Trump Marina Associates, LLC (the “Marina” and, collectively with the Plaza, the Taj, and the Company, the “Indemnitors”), and _______________(the “Indemnitee”), a director of the Company.

INVESTMENT AGREEMENT BY AND AMONG TRUMP HOTELS & CASINO RESORTS, INC., TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. and DONALD J. TRUMP
Investment Agreement • January 31st, 2005 • Trump Hotels & Casino Resorts Inc • Hotels & motels • New York
WITNESSETH:
Thermal Energy Service Agreement • November 14th, 1996 • Trump Hotels & Casino Resorts Inc • Hotels & motels • New Jersey
WARRANT TO PURCHASE COMMON STOCK OF TRUMP ENTERTAINMENT RESORTS, INC.
Warrant Agreement • July 20th, 2010 • Trump Entertainment Resorts, Inc. • Hotels & motels • New York

THIS CERTIFIES THAT, for value received, TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation (the “Company”), promises to issue to Donald J. Trump, the holder of this Warrant, or his successors or assigns (the “Holder”), 535,714 nonassessable shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”), upon the payment by the Holder to the Company of the Warrant Price (as defined herein) in accordance with Section 1(b) hereof, and to deliver to the Holder a certificate or certificates representing the Common Stock so purchased. The number of shares of Common Stock purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as provided herein. The warrant price per share of Common Stock shall initially be equal to $123.74 per share (the “Warrant Price”), subject to adjustment as provided herein.

PLEDGE AGREEMENT
Pledge Agreement • November 14th, 1996 • Trump Hotels & Casino Resorts Inc • Hotels & motels • New York
SECOND AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • March 30th, 2004 • Trump Hotels & Casino Resorts Inc • Hotels & motels • Indiana

THIS SECOND AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”) is made as of the 1st day of January 1998, by and among TRUMP CASINO SERVICES, L.L.C., a New Jersey limited liability company (“TCS”), TRUMP PLAZA ASSOCIATES, a New Jersey general partnership (“Plaza Associates”), TRUMP TAJ MAHAL ASSOCIATES, a New Jersey general partnership (“Taj Associates”), TRUMP’S CASTLE ASSOCIATES, L.P., a New Jersey limited partnership (“Castle Associates”), and TRUMP INDIANA, INC., a Delaware corporation (“Trump Indiana”).

August 15, 2003
Employment Agreement • March 30th, 2004 • Trump Hotels & Casino Resorts Inc • Hotels & motels

This letter will serve to confirm our understanding and agreement pursuant to which Trump Hotels & Casino Resorts, Inc. and Trump Hotels & Casino Resorts Holdings, L.P. (collectively “Trump”) have agreed to employ you, and you have agreed to be employed by Trump commencing as of September 3, 2003, and expiring September 2, 2006 (“Expiration Date”), unless terminated earlier by Trump pursuant to Paragraph 11 or 12 hereof. You may not disclose in any manner the existence, terms or conditions of this Agreement to any third party without the prior written consent of Trump.

EXCLUSIVITY AGREEMENT
Exclusivity Agreement • March 30th, 2004 • Trump Hotels & Casino Resorts Inc • Hotels & motels • Delaware

This EXCLUSIVITY AGREEMENT (this “Agreement”), is entered into, as of January 21, 2004, between Trump Hotels & Casino Resorts, Inc., a Delaware corporation (the “Company”), and DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership (“DLJMB”).

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Asset Purchase Agreement • February 15th, 2013 • Trump Entertainment Resorts, Inc. • Hotels & motels • New Jersey

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2013 by and among TRUMP PLAZA ASSOCIATES, LLC, a New Jersey limited liability company (“Seller”), TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation (“Seller Parent”), MERUELO GAMING HOLDINGS, LLC, a New Jersey limited liability company (“Buyer”), and MERUELO ENTERPRISES, INC., a California corporation (“Buyer Parent”); provided, however, that notwithstanding anything herein to the contrary, Seller Parent shall be a party to this Agreement only for purposes of Articles 9 and 11 and Sections 6.1, 6.2, 6.3, 6.4, 6.6.1, 6.7, 6.8, 6.9, 6.12.1, 6.14, 6.16, and 6.18 hereof, and Buyer Parent shall be a party to this Agreement only for purposes of Articles 9 and 11 and Sections 6.2, 6.7, 6.8, 6.9, 6.14, 6.16 and 6.17 hereof. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.1 hereof.

AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • November 14th, 2003 • Trump Hotels & Casino Resorts Inc • Hotels & motels • Delaware

THIS AMENDED AND RESTATED EXECUTIVE AGREEMENT (the “Agreement”), made as of this 1ST day of January, 2003, is by and among DONALD J. TRUMP (the “Executive”), TRUMP HOTELS & CASINO RESORTS, INC., a Delaware corporation (the “Company”), and TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P., a Delaware limited partnership (“THCR Holdings”), and TRUMP ATLANTIC CITY ASSOCIATES, a New Jersey general partnership (“TAC”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2011 • Trump Entertainment Resorts, Inc. • Hotels & motels

THIS AMENDMENT (this “Amendment”), dated as of March 30, 2011, is entered into between Trump Entertainment Resorts, Inc. and Trump Entertainment Resorts Holdings, L.P. (together, the “Company”), and Robert F. Griffin (the “Executive”).

THCR MANAGEMENT SERVICES, LLC TRUMP HOTELS & CASINO RESORTS DEVELOPMENT COMPANY, LLC ATLANTIC CITY, NEW JERSEY 08401 December 20, 2004
Memorandum of Understanding • December 28th, 2004 • Trump Hotels & Casino Resorts Inc • Hotels & motels • California

Please accept this Memorandum of Understanding (this “Memorandum”) setting forth the agreements that have been reached as between THCR Management Services, LLC and Trump Hotels & Casino Resorts Development Company, LLC (collectively, “Trump”) and the Twenty-Nine Palms Band of Luiseno Mission Indians of California (the “29 Palms”) and the Twenty-Nine Palms Enterprises Corporation (“Enterprises,” and together with the 29 Palms, collectively, the “Tribe”) regarding (i) the Gaming Facility Development and Construction Agreement dated April 27, 2000, as amended by the First Amendment to Gaming Facility Development Construction Agreement dated March 28, 2002 (as so amended, the “Development Agreement”), (ii) the Amended and Restated Gaming Facility Management Agreement dated March 28, 2002 (the “Management Agreement”) and (iii) the Trademark License Agreement dated April 2000, as amended by the First Amendment to Trademark License Agreement dated March 28, 2002 (as so amended, the “License A

EMPLOYMENT AGREEMENT
Employment Agreement • October 19th, 2010 • Trump Entertainment Resorts, Inc. • Hotels & motels • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 14th day of October, 2010, by and between Trump Entertainment Resorts, Inc. and Trump Entertainment Resorts Holdings, L.P. (together, the “Company”) and David R. Hughes (the “Executive”).

TRUMP ENTERTAINMENT RESORTS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2010 • Trump Entertainment Resorts, Inc. • Hotels & motels • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 16, 2010, by and among TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation (the “Company”), and the Backstop Parties (as defined below).

Re: Third Amendment of Employment Agreement dated March 6, 1998, as amended (the “Agreement”)
Employment Agreement • March 31st, 2003 • Trump Hotels & Casino Resorts Inc • Hotels & motels

Except to the extent modified herein, you hereby ratify the Agreement and confirm that all other such terms, conditions and obligations contained therein remain in full force and effect as stated in the Agreement.

PLAN SUPPORT AGREEMENT
Plan Support Agreement • December 3rd, 2009 • Trump Entertainment Resorts, Inc. • Hotels & motels • New York

This PLAN SUPPORT AGREEMENT (the “Agreement”), dated as of November 16, 2009, is entered into by and among the undersigned holders, and/or their investment advisors or managers (the “Holders”), of the 8.5% Senior Secured Notes Due 2015 (the “Notes”) issued by Trump Entertainment Resorts Holdings, L.P. (“Holdings”) and Trump Entertainment Resorts Funding, Inc. (“TER Funding”, and together with Holdings, the “Issuers”), and Donald J. Trump, Ivanka Trump, The Trump Organization, Ace Entertainment Holdings, Inc., and each of their respective affiliates or entities under the control, directly or indirectly, of Donald J. Trump and/or Ivanka Trump (collectively, together with each of their successors and assigns, the “Trump Parties”). The Trump Parties and the Holders are referred herein as the “Parties” and individually as a “Party”. Each capitalized term that is used but not defined herein shall have the meaning ascribed to such term in the AHC Plan referred to below.

Contract
Credit Agreement • October 13th, 2010 • Trump Entertainment Resorts, Inc. • Hotels & motels • New York
SECOND AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • July 20th, 2010 • Trump Entertainment Resorts, Inc. • Hotels & motels • New Jersey

SECOND AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (the “Agreement”), made as of this 16th day of July, 2010 (the “Effective Date”), by and among Donald J. Trump, an individual with an address at 721 Fifth Avenue, New York, New York 10022 (“Trump”), Ivanka Trump, an individual with an address at 725 Fifth Avenue, New York, New York 10022 (“Ivanka Trump”) (Trump and Ivanka Trump are collectively referred to herein as the “Trump Parties”), Trump Entertainment Resorts, Inc., a Delaware corporation with a principal place of business at 1000 Boardwalk at Virginia, Atlantic City, New Jersey 08401 (“Company”), Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership with a principal place of business at 1000 Boardwalk at Virginia, Atlantic City, New Jersey 08401 (“Trump Holdings”), Trump Taj Mahal Associates, LLC, a New Jersey limited liability company with a principal place of business at 1000 Boardwalk at Virginia, Atlantic City, New Jersey 08401 (“Trump Taj Mahal Ass

PURCHASE AGREEMENT BY AND AMONG TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P., TRUMP ENTERTAINMENT RESORTS, INC., BNAC, INC. and DONALD J. TRUMP DATED AS OF AUGUST 3, 2009
Purchase Agreement • August 4th, 2009 • Trump Entertainment Resorts, Inc. • Hotels & motels • New York

PURCHASE AGREEMENT, dated as of August 3, 2009 (this “Agreement”), by and among Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership (the “Partnership”), Trump Entertainment Resorts, Inc., a Delaware corporation and the current sole general partner of the Partnership (“TER”), BNAC, Inc., a Texas corporation (“BNAC”), and Donald J. Trump (“Trump” and, together with BNAC, the “New Partners”).

Contract
Settlement Agreement • September 24th, 2010 • Trump Entertainment Resorts, Inc. • Hotels & motels • New York

TRUMP ENTERTAINMENT RESORTS, HOLDINGS, L.P. By: Trump Entertainment Resorts Inc., its general partner By: /s/ Robert M. Pickus Name: Robert M. Pickus Title: Chief Administrative Officer, Secretary and General Counsel

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2011 • Trump Entertainment Resorts, Inc. • Hotels & motels

THIS AMENDMENT dated as of March 30, 2011 to REGISTRATION RIGHTS AGREEMENT dated as of July 16, 2010 (the “Registration Rights Agreement”) by and among TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation (the “Company”), and the undersigned Backstop Parties (as defined in the Registration Rights Agreement), being holders of common stock of TER (capitalized terms used but not defined herein having the meanings set forth in the Registration Rights Agreement).

OMNIBUS AMENDMENT TO ASSET PURCHASE AGREEMENT AND TRANSITIONAL SERVICES AGREEMENT
Asset Purchase Agreement and Transitional Services Agreement • August 8th, 2011 • Trump Entertainment Resorts, Inc. • Hotels & motels • New Jersey

OMNIBUS AMENDMENT dated as of May 24, 2011 (this “Amendment”) to (i) the Asset Purchase Agreement dated as of February 11, 2011 (as amended, supplemented or otherwise modified as of the date hereof, the “Purchase Agreement”), among TRUMP MARINA ASSOCIATES, LLC (“Seller”) and GOLDEN NUGGET ATLANTIC CITY, LLC (“Golden Nugget”), as assignee of LANDRY'S A/C GAMING INC. (“Original Buyer”), and, solely to the extent set forth in the Purchase Agreement and this Amendment, TRUMP ENTERTAINMENT RESORTS, INC. (“Seller Parent”), and LANDRY'S RESTAURANTS, INC. (“Buyer Parent”), and (ii) the Transitional Services Agreement dated as of February 11, 2011 (as amended, supplemented or otherwise modified as of the date hereof, the “Transition Agreement”), between TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P. (“Holdings) and Original Buyer.

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