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
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.
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,
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”).
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).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2005 by and between (1) Trump Entertainment Resorts, Inc. (formerly Trump Hotels & Casino Resorts, Inc.), a Delaware corporation (the “Company”), (2) Trump Entertainment Resorts Holdings, L.P. (formerly Trump Hotels & Casino Resorts Holdings, L.P.), a Delaware limited partnership (the “Partnership”), and Trump Entertainment Resorts Funding, Inc., a Delaware corporation (“TER Funding”) (the Partnership and TER Funding, each an “Issuer,” and together, the “Issuers”), and (3) the Affiliated Holders who, pursuant to Section 7 hereof, are listed on Exhibit A attached hereto.
RIGHT OF FIRST OFFER AGREEMENT Made By Trump Entertainment Resorts, Inc. (formerly known as Trump Hotels & Casino Resorts, Inc.) and Trump Entertainment Resorts Holdings, L.P. (formerly known as Trump Hotels & Casino Resorts Holdings, L.P.) both...Right of First Offer Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), dated as of May 20, 2005 (the “Effective Date”), made between TRUMP ENTERTAINMENT RESORTS, INC. (formerly known as Trump Hotels & Casino Resorts, Inc.), a Delaware corporation, TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P. (formerly known as Trump Hotels & Casino Resorts Holding, L.P.), a Delaware limited partnership (collectively, the “Company”), each having an address at 1000 Boardwalk at Virginia, Atlantic City, New Jersey 08401 and Trump Organization LLC, a New York limited liability company having an address at 725 Fifth Avenue, New York, New York 10022 (“Developer”). Trump Entertainment Resorts, Inc. and Trump Entertainment Resorts Holdings, L.P. shall be jointly and severally liable for all obligations of the Company under this Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 26th, 2005 • Trump Entertainment Resorts Holdings Lp • Hotels & motels • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 20, 2005 (this “Agreement”), by and among Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership formerly known as Trump Hotels & Casino Resorts Holdings, L.P. (“TER Holdings”), Trump Pageants, Inc., a New York corporation (“TPI”), and Donald J. Trump (“Trump”).
