Exhibit 10.1
EXECUTION VERSION
AMENDMENT TO THE
PURCHASE AGREEMENT
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Amendment, dated as of October 5, 2009 (the "Amendment"), to
the Purchase Agreement, dated as of August 3, 2009 (as amended
hereby, the
"Purchase Agreement"), by and among Trump Entertainment Resorts
Holdings, L.P.,
a Delaware limited partnership (the "Partnership"), Trump
Entertainment Resorts,
Inc., a Delaware corporation and the current sole general partner
of the
Partnership ("TER"), BNAC, Inc., a Texas corporation ("BNAC"), and
Donald J.
Trump ("Trump" and, together with BNAC, the "New Partners").
W I T N E S S E T H :
WHEREAS, the Partnership, TER and the New Partners have
heretofore entered into the Purchase Agreement providing, among
other things,
for the purchase of the TER Shares and the Partnership Interests by
the New
Partners upon the terms and subject to the conditions set forth
therein;
WHEREAS, the New Partners are willing to contribute,
indirectly and directly, additional capital of $13,937,300 to the
Partnership
for the purpose of funding the payment of such amount to the
holders of the
Second Lien Note Claims (as defined in the Bankruptcy Plan);
and
WHEREAS, in accordance with Section 8.5 of the Purchase
Agreement, the Partnership, TER and the New Partners have agreed to
amend
certain provisions of the Purchase Agreement as provided in this
Amendment;
NOW, THEREFORE, in consideration of the premises, covenants
and agreements contained herein, and for good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto
hereby agree as follows:
SECTION 1. Definitions. Unless otherwise defined herein,
capitalized terms that are defined in the Purchase Agreement and
used herein
shall have the meanings set forth in the Purchase Agreement.
SECTION 2. Amendments to Recitals.
(a) Eleventh Recital. The eleventh recital of the Purchase
Agreement, which begins with "WHEREAS, in addition to being the
sole general
partner of the Partnership", is hereby amended by deleting it in
its entirety
and replacing it with the following:
"WHEREAS, in addition to being the sole general partner of the
Partnership, TER
is currently a limited partner of the Partnership and,
pursuant to the
Bankruptcy Plan and on the terms and subject to the
conditions set
forth herein, among other things, (i) all of the
outstanding
capital stock and other equity interests of TER will be
cancelled and
extinguished, and thereby no longer outstanding, (ii)
Trump will make a
capital contribution, directly or indirectly, to TER
(the "Trump Stock
Contribution") consisting of cash in the amount of
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$1,025,436 in
exchange for which capital stock of TER will be issued to
Trump and/or
Persons designated by Trump such that Trump will
beneficially own
all of the issued and outstanding capital stock of
TER, and (iii)
TER, as so beneficially owned by Trump, will cease to be
the general
partner of the Partnership as of the Second Closing Date
but will continue
to be a limited partner of the Partnership;"
(b) Twelfth Recital. The twelfth recital of the Purchase
Agreement, which begins with "WHEREAS, in connection with the
Bankruptcy Plan,
on the terms and subject to the conditions set forth herein, at the
First
Closing", is hereby amended by deleting it in its entirety and
replacing it with
the following:
"WHEREAS, in connection with the Bankruptcy Plan, on the terms
and subject to the
conditions set forth herein, at the First Closing
(as hereinafter
defined), Trump, through TER, TCI 2 (as hereinafter
defined), and Ace
(as hereinafter defined), will make capital
contributions
(collectively, the "First Trump Contribution") to the
Partnership
consisting of cash in the amount of $1,139,373;"
(c) Thirteenth Recital. The thirteenth recital of the Purchase
Agreement, which begins with "WHEREAS, in connection with the
Bankruptcy Plan,
on the terms and subject to the conditions set forth herein, at the
Second
Closing", is hereby amended by deleting it in its entirety and
replacing it with
the following:
"WHEREAS, in connection with the Bankruptcy Plan, on the terms
and subject to the
conditions set forth herein, at the Second Closing
(as hereinafter
defined), (i) BNAC, through Newco (as hereinafter
defined) and New
GP (as hereinafter defined), will make a capital
contribution (the
"BNAC Contribution") to the Partnership consisting of
cash in the amount
of $56,980,043, and (ii) Trump, directly and through
Newco and New GP,
will make a capital contribution (the "Second Trump
Contribution", and
together with the First Trump Contribution and the
BNAC Contribution,
the "Contributions") to the Partnership consisting
of cash in the
amount of $55,817,884; and"
SECTION 3. Amendments to Certain Defined Terms.
(a) "Ace Contribution". The definition of "Ace Contribution"
in Section 1.1 of the Purchase Agreement is hereby amended by
deleting it in its
entirety and replacing it with the following:
""Ace Contribution" shall mean $113,937 of cash to be
contributed by Ace
to the Partnership."
(b) "BNAC GP Contribution". The definition of "BNAC GP
Contribution" in Section 1.1 of the Purchase Agreement is hereby
amended by
deleting it in its entirety and replacing it with the
following:
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<PAGE>
""BNAC
GP Contribution" shall mean $569,800 of cash to be
contributed,
directly or indirectly, by BNAC to New GP."
(c) "BNAC Newco Contribution". The definition of "BNAC Newco
Contribution" in Section 1.1 of the Purchase Agreement is hereby
amended by
deleting it in its entirety and replacing it with the
following:
""BNAC Newco Contribution" shall mean $56,410,243 of cash to
be contributed,
directly or indirectly, by BNAC to Newco."
(d)
"New GP Contribution". The definition of "New GP
Contribution" in Section 1.1 of the Purchase Agreement is hereby
amended by
deleting it in its entirety and replacing it with the
following:
""New GP Contribution" shall mean a capital contribution by
New GP to the
Partnership of cash in the amount of $1,139,373."
(e) "Newco Contribution". The definition of "Newco
Contribution" in Section 1.1 of the Purchase Agreement is hereby
amended by
deleting it in its entirety and replacing it with the
following:
""Newco Contribution" shall mean $71,405,371 of cash to be
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