Exhibit
10.1
THIRD AMENDMENT TO CREDIT
AGREEMENT
THIS THIRD AMENDMENT TO CREDIT
AGREEMENT (this " Amendment "), dated as of October 28, 2008
(the " Amendment Date "), is 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, the SUBSIDIARY GUARANTORS, the
LENDERS and BEAL BANK, as the Collateral Agent and the
Administrative Agent.
PRELIMINARY STATEMENTS:
(1) The
parties hereto are parties to that certain Credit Agreement dated
as of December 21, 2007, pursuant to which, among other things, the
Lenders extended certain credit facilities to the Borrower, as
amended by that certain First Amendment to Credit Agreement dated
effective as of December 21, 2007 and that certain Second Amendment
to Credit Agreement dated as of May 29, 2008 (as heretofore and
hereafter amended from time to time, the " Credit Agreement
").
(2) The
Loan Parties have requested that the Administrative Agent approve
of the form of a proposed amendment to the asset purchase agreement
relating to the proposed Trump Marina Sale and, in connection with
such request, the Loan Parties have also requested that the Agents
and the Lenders agree to amend the definition of the term "
Trump Marina Sale " as contained in the Credit
Agreement.
(3) The
Agents and the Lenders have indicated their willingness to amend
the Credit Agreement on the terms and conditions of this
Amendment.
NOW, THEREFORE, in consideration of
the premises and mutual covenants contained herein and in the
Credit Agreement, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS
Section
1.01. Definitions . Unless otherwise
defined in this Amendment, capitalized terms used in this Amendment
shall have the same meanings therefor set forth in the Credit
Agreement (as amended hereby).
ARTICLE II
AMENDMENT TO CREDIT
AGREEMENT
Section
2.01. Amendment to Definition of "Trump
Marina Sale" . Clause
(c) of the definition of
the term "Trump Marina Sale" is hereby revised to read in its
entirety as follows:
"(c) such sale is consummated (i)
prior to May 31, 2009, or (ii) if the "Buyer" under and as
defined in that certain Asset Purchase Agreement dated as of May
28, 2008 by and among Trump Marina Associates, LLC, as seller,
Coastal Marina, LLC, as buyer, Trump Entertainment Resorts, Inc.,
as parent, and Coastal Development, LLC, as buyer affiliate, as
amended by that certain First Amendment to Asset Purchase Agreement
dated as of October 28, 2008, elects to extend the "Outside Date"
under and as defined in such Asset Purchase Agreement as so amended
and the extension fee payable by the Borrower to the Administrative
Agent in connection with
THIRD AMENDMENT TO CREDIT
AGREEMENT– POTENTIAL EXTENSION OF CLOSING DATE FOR
THE
TRUMP MARINA SALE - Page 1
such extension is paid in full when
due in accordance with the letter agreement dated as of October 28,
2008, among the parties to the Credit Agreement, prior to July 29,
2009, and"
ARTICLE III
CONDITIONS
PRECEDENT
Section
3.01. Conditions Precedent . The
effectiveness of this Amendment is subject to the satisfaction of
each of the following conditions precedent (except if and to the
extent that any such condition precedent is waived in writing by
the Required Lenders):
(a) no
Default or Event of Default shall have occurred or be continuing,
or would result from the transactions contemplated by this
Amendment; and
(b) the
Administrative Agent shall have received a counterpart of this
Amendment as executed by each party hereto.
ARTICLE IV
RATIFICATIONS, REPRESENTATIONS
AND WARRANTIES
Section
4.01. Ratifications . The terms and
provisions set forth in this Amendment shall modify and supersede
all inconsistent terms and provisions set forth in the Credit
Agreement and the other Loan Documents and, except as expressly
modified and superseded by this Amendment, the terms and provisions
of the Credit Agreement and the other Loan Documents are ratified
and confirmed and shall continue in full force and effect. The Loan
Parties, the Lenders and the Agents agree that the Credit Agreement
and the other Loan Documents, as amended hereby, shall continue to
be legal, valid, binding and enforceable in accordance with their
respective terms.
Section
4.02. Representations and Warranties of
the Loan Parties . Each of the Loan Parties hereby represents
and warrants to the Agents and the Lenders that (a) the
execution, delivery and performance of this Amendment and any and
all other Loan Documents executed and/or delivered in connection
herewith have been duly authorized by all requisite action on the
part of such Loan Party and will not violate the charter or other
organizational documents of such Loan Party, (b) the
representations and warranties of such Loan Party contained in the
Credit Agreement, as amended hereby, and any other Loan Document
are true and correct on and as of the Amendment Date as though made
on and as of the Amendment Date (except to the extent that such
representations and warranties were expressly made only in
reference to a specific date), and (c) after giving effect to
this Amendment, no Default or Event of Default has occurred and is
continuing. Without limiting the generality of the foregoing, each
of the Loan Parties hereby represents and warrants to the Agents
and the Lenders that ea
