EXHIBIT 3.3.2
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FIRST AMENDMENT
TO THE
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
XXXXX HOTELS & CASINO RESORTS HOLDINGS, L.P.
THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP of Xxxxx Hotels & Casino Resorts Holdings, L.P. (the
"Partnership Agreement") is made and entered into as of March 17, 1997, by and
among Xxxxx Hotels & Casino Resorts, Inc., a Delaware corporation, Xxxxxx X.
Xxxxx, THCR/LP Corporation, a New Jersey corporation , Xxxxx Casinos, Inc., a
New Jersey corporation, Xxxxx Casinos II, Inc., a Delaware Corporation, and the
Persons who may become party thereto from time to time pursuant to the terms of
the Partnership Agreement. All capitalized terms not otherwise defined herein
have the meanings given to them in the Partnership Agreement.
WHEREAS, the parties entered into the Partnership Agreement on October
7, 1996; and
WHEREAS, Xxxxx has requested that the Partnership issue new
Certificates of Interest representing certain of his percentage interest of the
Partnership.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Schedule I, dated October 7, 1996, is hereby deleted and replaced by
the Schedule I attached hereto.
Except as set forth herein, the Partnership Agreement shall remain
unmodified and in full force and effect. This First Amendment to the
Partnership Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the date first above written.
GENERAL PARTNER:
---------------
XXXXX HOTELS & CASINO RESORTS, INC.
By: /s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx
Senior Vice President of
Corporate Finance
LIMITED PARTNERS:
----------------
XXXXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
XXXXX CASINOS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
XXXXX CASINOS II, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
President
THCR/LP CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
President
-2-
SCHEDULE I
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AGGREGATE CAPITAL CONTRIBUTIONS*
Partner Contribution Percentage Interest
--------------------------------- ---------------- ---------------------------
Xxxxx Hotels & Casino Resorts, $683,659,153.00 59.87743% general partner
Inc.
Xxxxxx X. Xxxxx*** $309,013,680.00 27.06458%** limited partner
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Xxxxx Casinos, Inc.*** $ 42,210,510.00 3.69695% limited partner
0000 Xxxxxxxxx
Xxxxxxxx Xxxx, XX 00000
THCR/LP Corporation $ 40,543,547.00 3.55096% limited partner
0000 Xxxxxxxxx
Xxxxxxxx Xxxx, X.X. 00000
Xxxxx Casinos II, Inc.*** $ 66,337,500.00 5.81009% limited partner
0000 Xxxxxxxxx
Xxxxxxxx Xxxx, XX 00000
_______________
* Aggregate contributions are based on a Common Stock market value of $30.00
per share, the value ascribed to the Common Stock pursuant to the terms of
the Castle Acquisition Agreement.
** Certificate Xx. 0, 0-X, 0-X and 4-C represent a 17.51675%, 0.01928%,
5.25502% and 4.27352 percentage interest in the Partnership, respectively.
*** Notwithstanding anything to the contrary in this Agreement, for the
purposes of determining the voting power in THCR of the Class B Stock, (a)
Trump's Percentage Interest evidenced by certificates (i) 4 and 4-A, (ii)
4-B and (iii) 4-C shall be evidenced by 800 shares, 30 and 20 shares of
Class B Stock, respectively, (b) TCI's Percentage Interest shall be
evidenced by 50 shares of Class B Stock and (c) TCI-II's Percentage
Interest shall be evidenced by 100 shares of Class B Stock.
Dated: March 17, 1997
