EXHIBIT A
AMENDMENT TO RESTRUCTURING AGREEMENT
WHEREAS, the Claridge Hotel and Casino Corporation, a New York
corporation (the "Corporation"), The Claridge at Park Place, Incorporated, a New
Jersey corporation ("CPPI"), and Atlantic City Boardwalk Associates, L.P., a New
Jersey limited partnership ("ACBA"), entered into a Restructuring Agreement,
dated March 1, 1997 (the "Restructuring Agreement") (terms not defined in this
Amendment shall have the meanings given to them in the Restructuring Agreement).
WHEREAS, ACBA is 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, CHCC and CPPI desire to amend certain provisions of the
Restructuring Agreement, 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 Restructuring Agreement is hereby amended in the following
respects:
(a) The language in subclauses (i) and (ii) of Section 2(b) of
the Restructuring Agreement shall be amended to read in their entirety as
follows:
(i) The definition of "Maturity Date" in Section 1 of the
Expandable Wraparound Mortgage Loan Agreement will be amended by
replacing "September 30, 2000" with "January 1, 2005".
(ii) Section 9 of the First Amendment will be amended as follows:
a. In Section 2.1(a)(i), the reference to "September 30, 2000"
will be replaced with "January 1, 2005".
(b) The language in Section 2(e) of the Restructuring Agreement
shall be amended to read in its entirety as follows:
(e) CPPI acknowledges that Section 2.11 of the Wraparound
Mortgage Agreement shall apply to a failure by CPPI to pay any
amounts due under the Operating Lease and that such Section and
Section 7.3 apply to a failure by CPPI to pay the $1,300,000 of
Deferred Rent or the $1,100,000 of Deferred Rent in accordance
with the terms of the Sixth Amendment to Operating Lease
Agreement and Fifth Amendment to Expansion Operating Lease
Agreement, dated as of the 30th day of September 1998, between
ACBA and CPPI.
2. Neither ACBA nor its partners shall be personally liable to the
Corporation or CPPI for (a) the non-payment of any principal of or interest on
the Wraparound Mortgage Note, (b) the non-payment of any other amount owing to
the Corporation or CPPI under the Restructuring Agreement (as amended hereby),
or (c) damages arising out of the failure to perform any obligation under the
Restructuring Agreement (as amended hereby), the Corporation and CPPI's recourse
being expressly limited to the collateral (as such term is defined in the
Wraparound Mortgage Agreement); provided, however, that except as expressly set
forth herein nothing contained in this Restructuring Agreement shall limit,
restrict or impair the rights of the Corporation or CPPI to accelerate the
maturity of the Wraparound Mortgage Note and all other Indebtedness (as such
term is defined in the Wraparound Mortgage Agreement) upon the occurrence of an
Event of Default (as such term is defined in the Wraparound Mortgage Agreement),
to bring suit and obtain a judgment against ACBA or its general partners on the
Wraparound Mortgage Note and such other Indebtedness ( so long ACBA or its
partners shall not have any personal liability upon any such judgment except to
the extent of its interest in the collateral and the satisfaction thereof shall
be limited to the Collateral) or to exercise all rights and remedies provided in
the Restructuring Agreement (as amended hereby), or otherwise to realize upon
the Collateral. This paragraph shall not be deemed to be a waiver by the
Corporation or CPPI of any claims in the nature of fraud or deceit arising under
or in connection with the Restructuring Agreement (as amended hereby).
3. Except as specifically amended herein, all of the obligations,
terms and conditions set forth in the Restructuring Agreement shall remain
unchanged and in full force and effect.
4. This Amendment to the Restructuring 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 duly executed this
Amendment to the Restructuring Agreement as of the 30th day of September, 1998.
THE CLARIDGE HOTEL AND CASINO CORPORATION
By:/s/Xxxxxx X. Xxxxxxx, Executive Vice President
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
