AMENDMENT
TO
SECOND AMENDED AND RESTATED
PARTNERSHIP AGREEMENT
OF
TRUMP'S CASTLE ASSOCIATES
Amendment to the Second Amended and Restated Partnership Agreement, made
this 7th day of October 1996, by and among XXXXXX X. XXXXX ("Xxxxx"), an
individual having an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
TC/GP, INC., a Delaware Corporation ("TC/GP"), and TRUMP'S CASTLE HOTEL &
CASINO, INC., a New Jersey Corporation ("TCHI").
W I T N E S S E T H:
WHEREAS, TCHI and Xxxxx, as general partners and Xxxxx as limited partner,
formed a partnership (the "Partnership") by entering into an Agreement of
Limited Partnership under the laws of the State of New Jersey on May 24, 1985,
and amended such agreement on December 14, 1988, August 8, 1990, February 7,
1992 and February 10, 1992 and further amended and restated such agreement as
set forth in an Amended and Restated Partnership Agreement dated May 29, 1992
and a Second Amended and Restated Partnership Agreement dated December 30, 1993
(said Second Amended and Restated Partnership Agreement as in effect on the date
hereof is referred to herein as the "Partnership Agreement"); and
WHEREAS, Xxxxx, XXXX and TC/GP desire to amend the Agreement to convert the
Partnership from a general partnership to a limited partnership under the laws
of the State of New Jersey effective on the date hereof and to continue the
Partnership as a limited partnership under the New Jersey Uniform Limited
Partnership Law; and
WHEREAS, in conjunction with the conversion of the Partnership to a limited
partnership, Xxxxx, XXXX and TC/GP desire to add the designation "L.P." to the
name of the Partnership.
NOW THEREFORE, it is agreed that:
1. Effective on or after the date hereof, paragraph 1.1 of the Partnership
Agreement is hereby amended in its entirety to read as follows:
"1.1 Name. The name of the Partnership shall be, and the business of the
Partnership shall be conducted under the name of, "Trump's
Castle Associates, L.P.". All contracts of the Partnership shall be made,
all instruments and documents executed, and all acts of the Partnership
done, in the name of the Partnership; and all properties of the Partnership
shall be acquired, held and disposed of in the name of the Partnership or
in a designated nominee."
2. The following definitions are added to Article 2 of the Partnership
Agreement:
"General Partners" shall mean Xxxxx, XX/GP and TCHI, their duly admitted
successors and assigns as general partners hereof, and any other Person who is a
general partner of the Partnership at the time of reference thereto.
"Limited Partners" shall mean Xxxxx and TC/GP, their permitted successors
or assigns as limited partners hereof, and any Person who is a limited partner
of the Partnership at the time of reference thereto.
3. The definition of "Partner" under Article 2 of the Partnership Agreement
is hereby amended in its entirety to read as follows:
"Partners" shall mean the General Partners and the Limited Partners, their
duly admitted successors or assigns or any Person who is a partner of the
Partnership at the time of reference thereto.
4. Effective on and after the date hereof, Paragraph 4.5 of the Partnership
Agreement is hereby amended in its entirety to read as follows:
"As at any date, each Partner's "Partnership Percentage" shall mean such
Partner's cumulative General Partner and Limited Partner percentage interest in
the Profits and Losses of the Partnership determined in accordance with this
Section 4.5. As at the date of this Agreement the Partnership Percentage of each
Partner is as follows:
Limited General
Partnership Partnership Partnership
Partner Interest Interest Percentage
------- ----------- ----------- -----------
Xxxxx 60.5% 1.0% 61.5%
TC/GP 36.5% 1.0% 37.5%
TCHI -- 1.0% 1.0%
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5. Effective on and after the date hereof, Paragraph 6.2 of the Partnership
Agreement is amended in its entirety to read as follows:
6.2. Partners. The day-to-day control of the business, operations and
activities of the Partnership shall be vested in and conducted by the General
Partners which shall be responsible for supervising the activities of the
Partnership's officers, employees and agents. Except as otherwise provided
expressly in this Agreement, and subject to the provisions of Section 6.1 and
Article 7, the General Partners shall have full authority in the name and on
behalf of the Partnership to do all things deemed necessary or desirable by them
in the conduct of the business of the Partnership, including, without
limitation, the right to enter into and perform contracts of all kinds, to bring
and defend actions at law or in equity, to buy, own, manage, sell, lease or
otherwise acquire or dispose of Partnership assets, to pay all expenses incurred
by or on behalf of the Partnership, and to cause the Partnership to enter into
partnerships, joint ventures and similar arrangements; provided, however, that
no action that would, if the Partnership were a corporation incorporated under
the laws of the State of New Jersey, require the authorization of the board of
directors of such corporation, shall be deemed authorized or be undertaken by
the General Partners without the prior approval of the Board of Partner
Representatives in accordance with Article 7 hereof. The General Partners may
delegate matters within the authority of the General Partners hereunder to a
General Partner who shall be the managing partner or to a third party, acting as
agent for the Partners, pursuant to a management or similar agreement.
6. Effective on and after the date hereof, Paragraph 13.1 of the
Partnership Agreement is amended in its entirety to read as follows:
13.1 Termination. The Partners hereby waive their right of partition and
agree not to do anything that would terminate the Partnership prior to the
expiration of its term without the prior written consent of the other Partners.
No Partner may voluntarily withdraw from the Partnership without the prior
written consent of all other Partners. Upon the withdrawal, death, retirement or
insanity of the General Partner, or any other event of dissolution under the New
Jersey Uniform Limited Partnership Law, the business of the Partnership shall be
wound-up and terminated unless all remaining Partners, within 90 days
thereafter, agree in writing that the Partnership shall be reconstituted and its
business continued.
7. On and after the date hereof, each reference in the Partnership
Agreement to "this Partnership Agreement", "hereof", "hereunder" or words of
like import referring to the Agreement shall mean and be a reference to the
Partnership Agreement as
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amended by this Amendment. The Partnership Agreement, as amended by this
Amendment, shall continue in full force and effect and is hereby in all respects
ratified and confirmed.
8. From time to time upon request and without further consideration, each
of the parties hereto shall, and shall cause its subsidiaries and affiliates to,
execute, deliver and acknowledge all such further instruments, including a
Certificate of Limited Partnership, and do such further acts as any other party
hereto may reasonably require to evidence or implement the conversion of the
Partnership to a Limited Partnership pursuant to this Amendment.
9. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New Jersey.
10. Notwithstanding anything to the contrary contained in this Amendment,
this Amendment will be deemed to include all provisions required by the New
Jersey Casino Control Act and the regulations promulgated thereunder ("Casino
Control Act") and to the extent that anything contained in this Amendment is
inconsistent with the Casino Control Act, the provisions of the Casino Control
Act shall govern and all provisions of the Casino Control Act, to the extent
required by law to be included in this Amendment, are incorporated herein by
reference as if fully restated in this Amendment.
IN WITNESS WHEREOF, this Amendment has been executed as of the 7th day of
October 1996.
/s/ XXXXXX X. XXXXX
--------------------------------------
Xxxxxx X. Xxxxx
TC/GP, INC.
By: /s/ XXXXXX X. XXXXX
--------------------------------------
Xxxxxx X. Xxxxx, President
TRUMP'S CASTLE HOTEL & CASINO, INC.
By: XXXXXXXX X. XXXXX
--------------------------------------
Xxxxxxxx X. Xxxxx
Vice President
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