TRUMP ENTERTAINMENT RESORTS, INC. 1000 BOARDWALK ATLANTIC CITY, NJ 08401 PH: 609-449-6496 FX: 609-449-6586Employment Agreement • September 23rd, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
OPTION AGREEMENT dated as of December 26, 2002 between Donald J. Trump andOption Agreement • December 27th, 2002 • Trump Hotels & Casino Resort Holdings Lp • Hotels & motels • New York
amongCredit Agreement • December 27th, 2007 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
TRUMP ENTERTAINMENT RESORTS September 1, 2006 Eric Hausler 63 Chestnut Road Verona, NJ 07044 Dear Eric: This letter agreement (the "Agreement") will confirm your employment with Trump Entertainment Resorts Holdings, L.P. ("TERH") and/or its affiliates...Employment Agreement • September 13th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
Non-compete: a. You agree that if you terminate your employment on your own initiative without Good Reason or if it is terminated for Cause you will not accept employment, either as an employee, consultant or independent contractor, with or on behalf...Employment Agreement • September 28th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
I. RECITALSEmployment Agreement • July 20th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
Exhibit E AMENDMENT NO. 2 TO OPTION AGREEMENT This Amendment No. 2 (this "Amendment No. 2") to the Option Agreement, dated as of July 10, 2002 (the "Option Agreement"), by and between Donald J. Trump ("Seller") and Trump Hotels & Casino Resorts...Option Agreement • December 22nd, 2003 • Trump Hotels & Casino Resort Holdings Lp • Hotels & motels
September 22, 2006 Richard M. Santoro 427 Turnbridge Drive Galloway, NJ 082005 Dear Rick: This letter agreement (the "Agreement") will confirm your employment with Trump Entertainment Resorts Holdings, L.P. ("TERH") and/or its affiliates (collectively...Employment Agreement • September 28th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
CREDIT AGREEMENT Dated as of May 20, 2005 among TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P. as Borrower TRUMP ENTERTAINMENT RESORTS, INC. as General Partner and THE INITIAL LENDERS, INITIAL ISSUING BANK AND SWING LINE BANK NAMED HEREIN as Initial...Credit Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
CREDIT AGREEMENT dated as of May 20, 2005 among Trump Entertainment Resorts Holdings, L.P. (as successor in interest to Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership), a Delaware limited partnership (the “Borrower”), as reorganized under Chapter 11 of the United States Bankruptcy Code (11 U.S.C. § 101 et seq., the “Bankruptcy Code”), Trump Entertainment Resorts, Inc. (successor in interest to Trump Hotels & Casino Resorts, Inc., a Delaware corporation (“THCR”)), a Delaware corporation and general partner of the Borrower (the “General Partner”), as a Guarantor (as hereinafter defined), the Subsidiary Guarantors (as hereinafter defined), the Initial Lenders (as hereinafter defined), the Issuing Bank (as hereinafter defined), the Swing Line Bank (as hereinafter defined), Morgan Stanley & Co. Incorporated (“MSC”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Partie
AMENDEDRight of First Offer Agreement • September 28th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
AGREEMENT The undersigned parties do hereby agree that a Schedule 13D, and any amendment thereto, pertaining to the shares of Common Stock of RIVIERA HOLDINGS CORPORATION beneficially owned by said parties shall be jointly filed on behalf of each of...Schedule 13d Joint Filing Agreement • December 27th, 2002 • Trump Hotels & Casino Resort Holdings Lp • Hotels & motels
The undersigned parties do hereby agree that a Schedule 13D, and any amendment thereto, pertaining to the shares of Common Stock of RIVIERA HOLDINGS CORPORATION beneficially owned by said parties shall be jointly filed on behalf of each of the undersigned.
INDEMNITY AGREEMENTIndemnification Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • Delaware
THIS AGREEMENT is made as of May 20, 2005, 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”), Trump Indiana, Inc. (“Trump Indiana” and, collectively with the Plaza, the Taj, the Marina and the Company, the “Indemnitors”), and Morton E. Handel (the “Indemnitee”), a director of the Company.
TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P. TRUMP ENTERTAINMENT RESORTS FUNDING, INC. 8½% SENIOR SECURED NOTES DUE 2015Indenture • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
This INDENTURE dated as of May 20, 2005, is by and among Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership (the “Company”), Trump Entertainment Resorts Funding, Inc., a Delaware corporation (“TER Funding”) (the Company and TER Funding, each an “Issuer,” and together, the “Issuers”), each Guarantor (as defined herein) from time to time party hereto, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
WARRANT TO PURCHASE COMMON STOCK OF TRUMP ENTERTAINMENT RESORTS, INC.Warrant Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
THIS CERTIFIES THAT, for value received, TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation formerly known as Trump Hotels & Casino Resorts, Inc. (the “Company”), promises to issue to Donald J. Trump, the holder of this Warrant, its nominees, successors or assigns (the “Holder”), 1,446,706 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) and to deliver to the Holder a certificate or certificates representing the Common Stock 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 initial warrant price per share of Common Stock shall be equal to $21.90 per share (the “Warrant Price”), subject to adjustment as provided herein.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 2nd, 2008 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND AMONG TRUMP HOTELS & CASINO RESORTS, INC., TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. and DONALD J. TRUMP DATED AS OF MAY 20, 2005Investment Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of May 20, 2005 (this “Agreement”), by and among Trump Hotels & Casino Resorts, Inc., a Delaware corporation, Trump Hotels & Casino Resorts Holding, L.P., a Delaware limited partnership (the “Partnership”), and Donald J. Trump (the “Investor”).
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT (“Security Agreement”), dated as of May 20, 2005, is entered into between Donald J. Trump, an individual with an address at 721 Fifth Avenue, New York, New York 10022 (“Trump”), and Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership formerly known as Trump Hotels & Casino Resorts Holdings, L.P., with a principal place of business at 1000 Boardwalk at Virginia, Atlantic City, New Jersey 08401 (“Trump Holdings”).
INDEMNITY AGREEMENTIndemnity Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • Delaware
THIS AGREEMENT is made as of May 20, 2005, 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”), Trump Indiana, Inc. (“Trump Indiana” and, collectively with the Plaza, the Taj, the Marina and the Company, the “Indemnitors”), and Michael Kramer (the “Indemnitee”), a director of the Company.
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (the “Agreement”), made as of this 20th day of May, 2005 (the “Effective Date”) by and among Donald J. Trump, an individual with an address at 721 Fifth Avenue, New York, New York 10022 (“Trump”), Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership formerly known as Trump Hotels & Casino Resorts Holdings, L.P., with a principal place of business at 1000 Boardwalk at Virginia, Atlantic City, New Jersey 08401 (“Trump Holdings”) and, solely for purposes of Sections 5.3, 5.4, 9, 10.2.1 and 11 hereof, Trump Entertainment Resorts, Inc., a Delaware corporation formerly known as Trump Hotels & Casino Resorts, Inc., with a principal place of business at 1000 Boardwalk at Virginia, Atlantic City, New Jersey 08401 (“Company”) and the 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 Plaza Associates,
TRUMP ENTERTAINMENT RESORTS, INC.Restricted Stock Award Agreement • May 10th, 2007 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • Delaware
SERVICES AGREEMENTServices Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • Delaware
THIS SERVICES AGREEMENT (this “Agreement”), made as of this 20th day of May, 2005, is by and among DONALD J. TRUMP (“Mr. Trump”), TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation formerly known as Trump Hotels & Casino Resorts, Inc. (the “Company”), and TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P., a Delaware limited partnership formerly known as Trump Hotels & Casino Resorts Holdings, L.P. (“TER Holdings”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 2nd, 2008 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 29, 2008 (the “Amendment Date”), is among TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation and general partner of the Borrower (the “General Partner”), as a Guarantor, the SUBSIDIARY GUARANTORS, the LENDERS and BEAL BANK, as the Collateral Agent and the Administrative Agent.
OPTION AGREEMENTOption Agreement • August 9th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • Pennsylvania
THIS OPTION AGREEMENT (this “Agreement”) is entered into as of July 7, 2006 by and between TASTY BAKING COMPANY, a Pennsylvania corporation having offices at 2801 Hunting Park Avenue, Philadelphia, PA 19129 (“Owner”) and KEYSTONE REDEVELOPMENT PARTNERS, LLC, a Delaware limited liability company having offices at 1000 Boardwalk, Atlantic City, NJ 08401 (“Optionee”).
NEW CLASS 11 CLASS A WARRANT AGREEMENT between TRUMP ENTERTAINMENT RESORTS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent Dated as of May 20, 2005Warrant Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
THIS NEW CLASS 11 CLASS A WARRANT AGREEMENT is made and entered into as of May 20, 2005 by and between TRUMP ENTERTAINMENT RESORTS, INC. (formerly Trump Hotel & Casino Resorts, Inc.), a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the “Warrant Agent”).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.Agreement of Limited Partnership • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Trump Entertainment Resorts Holdings, L.P. (formerly Trump Hotels & Casino Resorts Holdings, L.P.) is made and entered into this 20th day of May, 2005, by and among Trump Entertainment Resorts, Inc. (formerly Trump Hotels & Casino Resorts, Inc.), a Delaware corporation (“TER”), Donald J. Trump (“Trump” or the “Initial Limited Partner”), Trump Casinos, Inc., a New Jersey corporation (“TCI”), TCI 2 Holdings, LLC, a Delaware limited liability company (“TCI 2 Holdings”), and the Persons who may become party hereto from time to time pursuant to the terms of this Agreement.
VOTING AGREEMENTVoting Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • Delaware
VOTING AGREEMENT, dated as of May 20, 2005 (this “Agreement”), by and among Trump Entertainment Resorts, Inc., a Delaware corporation formerly known as Trump Hotels & Casino Resorts, Inc. (the “Company”), and the Stockholders (as hereinafter defined).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 12th, 2008 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of December 21, 2007 (the “Effective Date”), among TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), TRUMP ENTERTAINMENT RESORTS, INC., a Delaware corporation and general partner of the Borrower (the “General Partner”), as a Guarantor (as defined in the Agreement), the Subsidiary Guarantors (as defined in the Agreement), the Lenders (as defined in the Agreement), BEAL BANK (as defined in the Agreement), as collateral agent (together with any successor collateral agent appointed pursuant to the Agreement, the “Collateral Agent”) for the Secured Parties (as defined in the Agreement) and BEAL BANK, as administrative agent (together with any successor administrative agent appointed pursuant to the Agreement, the “Administrative Agent”) for the Lender Parties (as defined in the Agreement).
ATLANTIC CITY, NJ 08401 PH: 609-449-5573 FX: 609-449-6705Resignation Agreement • March 14th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
This letter shall serve as an Agreement by and between Trump Entertainment Resorts Holdings, L.P. (“Trump”) and Scott C. Butera (“Butera”) for the provision of the services described below.
Executed on or about August 6, 2008, but effective as of May 29, 2008Credit Agreement • August 8th, 2008 • Trump Entertainment Resorts Holdings Lp • Hotels & motels
THIRD AMENDED AND RESTATED EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
THIRD AMENDED AND RESTATED EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of May 20, 2005 by and among Trump Entertainment Resorts, Inc. (formerly Trump Hotels & Casino Resorts, Inc.), a Delaware corporation (the “Company”), Trump Entertainment Resorts Holdings, L.P. (formerly Trump Hotels & Casino Resorts Holdings, L.P.), a Delaware limited partnership (the “Partnership”), Donald J. Trump (“Trump”) and Trump Casinos, Inc., a New Jersey corporation wholly owned by Trump (“TCI”).
MANAGEMENT AGREEMENTManagement Agreement • March 14th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
THIS MANAGEMENT AGREEMENT (hereinafter called the “Agreement”) is hereby executed as of the 26th day of December 2005, by and between KEYSTONE REDEVELOPMENT PARTNERS, LLC, a Delaware limited liability company having an address at Fox Street and Roberts Avenue, Philadelphia, Pennsylvania (hereinafter called “Owner”), and TER MANAGEMENT CO., LLC, a Delaware limited liability company having an address at 1000 Boardwalk, Atlantic City, New Jersey 08401 (hereinafter called “Manager”).
TRUMP ENTERTAINMENT RESORTS, INC.Restricted Stock Award Agreement • October 11th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • Delaware
ContractEmployment Agreement • March 14th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
FIRST AMENDMENT TOAsset Purchase Agreement • October 30th, 2008 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of October 28, 2008 (this “Amendment”), is made by and among Trump Marina Associates, LLC, a New Jersey limited liability company (“Seller”), Trump Entertainment Resorts, Inc., a Delaware corporation (“Parent”), Coastal Marina, LLC, a New Jersey limited liability company (“Buyer”), and Coastal Development, LLC, a Delaware limited liability company (“Buyer Affiliate”).
ContractEmployment Agreement • March 14th, 2006 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New Jersey
