|
Exhibit
10.1
FIRST AMENDMENT
TO
CREDIT
AGREEMENT
This FIRST AMENDMENT TO
CREDIT AGREEMENT (this “ Amendment ”) is
made and entered into effective as of December 21, 2007 (the
“ Effective Date ”), among TRUMP
ENTERTAINMENT RESORTS HOLDINGS, L.P., a Delaware limited
partnership (the “ Borrower ”), TRUMP
ENTERTAINMENT RESORTS, INC., a Delaware corporation and general
partner of the Borrower (the “ General Partner
”), as a Guarantor (as defined in the Agreement), the
Subsidiary Guarantors (as defined in the Agreement), the Lenders
(as defined in the Agreement), BEAL BANK (as defined in the
Agreement), as collateral agent (together with any successor
collateral agent appointed pursuant to the Agreement, the “
Collateral Agent ”) for the Secured Parties (as
defined in the Agreement) and BEAL BANK, as administrative agent
(together with any successor administrative agent appointed
pursuant to the Agreement, the “ Administrative
Agent ”) for the Lender Parties (as defined in the
Agreement).
R E C I T A L S:
A. Pursuant to that certain
Credit Agreement dated as of December 21, 2007, by and among
the Borrower, the General Partner, the Lenders and the Agents (as
amended, the “ Agreement ”), the Lenders
extended certain credit facilities to the Borrower.
B. The Borrower and the
General Partner have requested that the Agreement be amended in
certain respects, and the Lenders and the Agents are willing to
comply with such request subject to the terms and provisions of
this Amendment.
NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Terms
Defined . Unless otherwise defined in this Amendment, each
capitalized term used in this Amendment has the meaning given to
such term in the Agreement (as amended by this
Amendment).
ARTICLE II
AMENDMENT
Section 2.01
Amendment to Clause (ii) Section 2.7(a) of the
Agreement . Effective as of the Effective Date, the last
sentence of clause (ii) of Section 2.7(a)
of the Agreement is hereby amended and restated to read as
follows:
“All Eurodollar Rate
Advances shall be subject to an Interest Period that ends on the
same date, which ending date shall be, with respect to the initial
Interest Period
FIRST AMENDMENT TO CREDIT AGREEMENT TO
AMEND THE TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P. INTEREST
PAYMENT PERIODS TO COINCIDE WITH THE DUE DATE FOR PRINCIPAL
REPAYMENT DATES - Page 1
hereunder, March 31,
2008, and, with respect to each successive Interest Period
thereafter, the last Business Day of each June, September, December
and March thereafter, and each Eurodollar Rate Advance in existence
shall have the same Interest Period, except that the Interest
Period applicable to the Eurodollar Rate Advance for each initial
Term B-2 Advance and applicable to any Eurodollar Rate Advance
resulting from the Conversion of a Base Rate Advance may have a
different commencement date.”
ARTICLE III
MISCELLANEOUS
Section 3.01
Representations and Warranties . Each of the undersigned
Loan Parties hereby jointly and severally represents and warrants
to the Agents and the Lenders that, as of the date of and after
giving effect to this Amendment, (a) the execution, delivery
and performance of this Amendment and any and all other documents
executed and/or delivered in connection herewith have been
authorized by all requisite action on the part of such Loan Party
and will not violate such Loan Party’s organizational
documents, (b) the term “Loan Documents” as
defined in the Agreement and as used in the Agreement or any of the
other Loan Documents includes, without limitation, this Amendment,
(c) all representations and warranties set forth in the
Agreement and in the other Loan Documents are true and correct in
all material respects as if made again on and as of such date
(except to the extent that such representations and warranties were
expressly made only in reference to a specific date), (d) no
Default has occurred and is continuing, and (e) the Agreement
and the other Loan Documents (as amended by this Amendment) are and
remain legal, valid, binding and enforceable obligations of
Borrower, Holdings and/or the other Loan Parties, as
applicable.
Section 3.02
Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
|
