EXHIBIT 10.22
LETTER
AGREEMENT
This LETTER AGREEMENT (this
“Agreement”) is entered into as of February 12, 2004,
between Trump Plaza Associates, a New Jersey general partnership
(“Trump Plaza”) and DLJ Merchant Banking Partners III,
L.P., a Delaware limited partnership
(“DLJMB”).
WHEREAS, on January 21, 2004, Trump
Hotels & Casino Resorts, Inc., a Delaware corporation (the
“Company”) and DLJMB entered into an Exclusivity
Agreement (the “Exclusivity Agreement”) setting forth
certain matters related to a possible transaction pursuant to which
DLJMB would make a substantial equity investment in the Company in
connection with a restructuring of the debt securities of the
Company’s subsidiaries and its controlled affiliates (the
“Transaction”), which agreement remains in full force
and effect;
WHEREAS, the Company has advised
DLJMB that it has determined that it will publicly disclose the
fact that it has entered into the Exclusivity Agreement with DLJMB
and is in active negotiations with respect to the Transaction, as
described in the term sheet being discussed by the Company and
DLJMB;
WHEREAS, the Exclusivity Agreement
provides that DLJMB may terminate such discussions with the Company
with respect to the Transaction if such a disclosure is made
without its consent;
WHEREAS, DLJMB is concerned about
the risks attendant to negotiating the Transaction in a public
forum, the reputational issues associated with the possible failure
to consummate the Transaction, and the uncertainties associated
with accomplishing the restructuring of the Company’s
subsidiaries’ and its controlled affiliates’ debt as
well as the significant time, effort and expense which needs to be
devoted to the project;
WHEREAS, DLJMB nonetheless remains
interested in the Transaction;
WHEREAS, Trump Plaza has a
substantial interest in the Transaction being consummated and has
determined that entering into this Agreement is necessary in order
to assure DLJMB’s continued pursuit of the
Transaction;
WHEREAS, in light of the potential
“stalking horse” role which may be played by DLJMB and
Trump Plaza’s desire to consummate the Transaction, Trump
Plaza has determined to provide some certainty to DLJMB in
connection with the significant time, effort and expense which
DLJMB will continue to expend in order to consummate the
Transaction; and
WHEREAS, the Board of Directors of
Trump Plaza has determined that it is in the best interests of
Trump Plaza and its various constituencies for Trump Plaza to enter
into this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, and
intending to be legally bound, the parties hereto agree as
follows:
1. Expenses . Trump Plaza
shall reimburse DLJMB for all Transaction Expenses (as defined in
the Exclusivity Agreement) incurred by DLJMB beginning after the
date of this Agreement and accruing until, and shall be payable
upon, the earlier to occur of (i) the consummation of an
Alternative Transaction (as defined below) and (ii) the date that
is eighteen months following the date of this Agreement; provided,
however, Transaction Expenses through such date shall be payable
immediately upon the sale (whether through a stock sale or sale of
assets) of either the Trump Marina Hotel Casino or the Trump
Indiana Casino Hotel; provided, further, that (a) such
reimbursement obligation shall not duplicate any amounts reimbursed
under the Exclusivity Agreement and (b) the aggregate amount of
Transaction Expenses reimbursed to DLJMB shall not exceed $5
million. At such time as Trump Plaza is required to reimburse DLJMB
for the Transaction Expenses pursuant to the preceding sentence,
such reimbursement shall be made promptly based upon the submission
by DLJMB to the Company of an invoice for such Transaction
Expenses, which invoice shall contain a reasonably detailed
breakdown and supporting documentation reflecting any amounts due
under such invoice.
2. Transaction Fee . Trump
Plaza will become obligated to pay $25 million (the
“Transaction Fee”) to DLJMB if, on or prior to December
1, 2004, an Alternative Transaction occur
