EXHIBIT B
AMENDMENT TO WRAPAROUND MORTGAGE AGREEMENT AND NOTE
WHEREAS, The Claridge at Park Place, Incorporated, a New Jersey
corporation ("CPPI"), and Atlantic City Boardwalk Associates, L.P., a New Jersey
limited partnership ("ACBA"), have entered into an Expandable Wraparound
Mortgage Agreement, dated October 31, 1983, and amended as of March 17, 1986
(the "First Amendment") and as of June 15, 1989 (the "Second Amendment") (the
Wraparound Mortgage Agreement, as so amended, is hereinafter referred to as the
"Wraparound Mortgage Agreement"), which contemplated the execution and delivery
by ACBA to CPPI of a Wraparound Mortgage Note, dated October 31, 1983, which has
been amended on several occasions prior to the date hereof (such Wraparound
Mortgage Note, as so amended, is hereinafter referred to as the "Wraparound
Mortgage Note"), and a Wraparound Mortgage, dated October 31, 1983, which has
been amended on several occasions prior to the date hereof; and
WHEREAS, the parties are considering entering into a Sixth Amendment
to the operating lease and a Fifth Amendment to the expansion operating lease,
dated as of September 30, 1998 (the "Sixth Amendment"); and
WHEREAS, the parties desire to amend certain provisions of the
Wraparound Mortgage Note, as set forth below;
NOW, THEREFORE, as an inducement to ACBA's entering into the Sixth
Amendment, the parties hereto hereby agree as follows:
1. Amendments
The Wraparound Mortgage Agreement and Wraparound Mortgage Note are
hereby amended so that the payments of principal required to be made by ACBA
thereunder in October, November and December 1998 (an aggregate of $3,500,000 in
principal payments) shall be made on the earlier of (x) the Maturity Date of the
Wraparound Mortgage Agreement and Wraparound Mortgage Note, (y) such earlier
date, if any, as the entire principal amount of the Wraparound Mortgage Note
becomes due and payable or (z) the date on which any merger, consolidation or
similar transaction to which CPPI or The Claridge Hotel and Casino Corporation
("CHCC") is a party or any sale of all or substantially all of the assets of
CPPI or CHCC is consummated or any change of control in CPPI or CHCC occurs
2. Except as specifically amended herein, all of the obligations,
terms and conditions set forth in the Wraparound Mortgage Agreement and
Wraparound Mortgage Note shall remain unchanged and in full force and effect.
3. This Amendment to the Wraparound Mortgage Agreement and Wraparound
Mortgage Note 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 duly executed this
Amendment to the Wraparound Mortgage Agreement and Note as of the 30th day of
September, 1998.
THE CLARIDGE AT PARK PLACE, INCORPORATED
By:/s/Xxxxxx X. Xxxxxxx, President/Chief Operating Officer
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
By:/s/ Xxxxxxx X. Xxxxxxx, General Partner
