Exhibit 10.15
REGISTRATION RIGHTS
AGREEMENT
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.
WHEREAS, a Plan of Reorganization
under Chapter 11 of the United States Bankruptcy Code (the
“Plan”) for the Company and its subsidiaries was
confirmed on April 5, 2005 by order of the United States Bankruptcy
Court for the District of New Jersey and amended on April 11, 2005,
in Case Nos. 04-46898 through 04-46924, and has become
effective;
WHEREAS, in connection with the Plan
and the transactions contemplated thereby, each of the Affiliated
Holders has become an owner of (i) 8.5% Senior Secured Notes due
2015 of the Issuers (the “Notes”) and/or (ii) shares of
common stock, $.001 par value per share, of the Company (the
“Common Stock”); and
WHEREAS, in accordance with the
Plan, the Company and the Issuers desire to provide for the
registration of the sale, on the terms subject to the conditions
herein, of Notes and Common Stock owned by Affiliated
Holders.
NOW, THEREFORE, in consideration of
the mutual promises and covenants contained in this Agreement, the
parties hereto agree as follows:
1. Definitions.
As used in this Agreement, the
following capitalized terms shall have the meanings ascribed
thereto below (such meanings being equally applicable to both the
singular and plural form of the terms defined):
“ Agreement ”
shall mean this Registration Rights Agreement, as the same may from
time to time be amended, modified and supplemented in accordance
with its terms.
“ Common Stock ”
shall mean the shares of Common Stock, par value of $ 0.001 per
share, of the Company, as authorized by the Certificate of
Incorporation on the Effective Date.
“ control ”
(including the term “ controlled by ”) shall
mean the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract, or
otherwise.
“ Debt Shelf Registration
Termination Date ” shall mean the eighteen months after
the date on which the Issuers Shelf Registration first became
effective under the Securities Act or such earlier date on which
there no longer are any Registrable Debt Securities or on which all
the Registrable Debt Securities may be disposed of by the Holders
pursuant to Rule 144 either within a 90 day period in accordance
with the volume limitations of such rule or without volume
limitation in accordance with the provisions of Rule 144(k) or
pursuant to another exemption from the registration requirements of
the Securities Act pursuant to which the Registrable Debt
Securities are thereafter freely tradable without restriction under
the Securities Act.
“ Effective Date
” shall mean the Effective Date as defined in the
Plan.
“ Equity Shelf Registration
Termination Date ” shall mean the eighteen months after
of the date on which the Equity Shelf Registration first became
effective under the Securities Act or such earlier date on which
there no longer are any Registrable Equity Securities or on which
all the Registrable Equity Securities may be disposed of by the
Affiliated Holders pursuant to Rule 144 either within a 90 day
period in accordance with the volume limitations of such rule or
without volume limitation in accordance with the provisions of Rule
144(k) or pursuant to another exemption from the registration
requirements of the Securities Act pursuant to which the
Registrable Equity Securities are thereafter freely tradable
without restriction under the Securities Act.
“ Exchange Act ”
shall mean the Securities Exchange Act of 1934, as amended, or any
successor federal statute, and the rules and regulations of the SEC
promulgated thereunder, all as the same may be amended and shall be
in effect from time to time.
“ Nasdaq ” shall
mean the Nasdaq Stock Market.
“ Notes ” shall
mean the $1.25 billion principal amount of 8.5% Senior Secured
Notes issued by the Issuers.
“ Person ” shall
mean any individual, partnership (general, limited or limited
liability), corporation, limited liability company, trust,
unincorporated organization or other legal entity, and a government
or agency or political subdivision thereof.
“ Registrable Debt
Securities ” shall mean the Notes owned by Affiliated
Holders issued to the Holders pursuant to the Plan, for so long as
such Notes are owned by the Holders or permitted transferee of such
the Holders’ rights under Section 7 hereof. For the avoidance
of doubt, it is understood and agreed that any particular
Registrable Debt Security shall cease to be such when (A) a
Registration Statement with respect to the sale of such security
shall have become effective under the Securities Act and such
security shall have been disposed of in accordance with such
Registration Statement, (B) such security shall have been sold
pursuant to Rule 144 (or all such securities held by such Holder
could be sold within a 90 day period in accordance with the volume
limitation of Rule 144 or without volume limitation in accordance
with the provisions of Rule 144(k)) or pursuant to another
exemption from registration under the Securities Act pursuant to
which the securities sold are thereafter freely transferable
without registration and without restriction under the Securities
Act or (C) such security shall have ceased to be
outstanding.
“ Registrable Equity
Securities ” shall mean (i) shares of Common Stock owned
by an Affiliated Holders issued to the Holders pursuant to the
Plan, (ii) any additional shares of Common Stock or other equity
securities issued by the Company to the Holders as a dividend upon
or a distribution in respect of, or upon conversion of or in
exchange for or as a result of any reclassification of, any such
shares of Common Stock or any other equity security that is a
Registrable Equity Security issued to the Holders pursuant to the
Plan, and (iii) any equity security issued upon exercise of any
warrant, right or option which is a Registrable Equity Security
issued to the Holders pursuant to the Plan, for so long as such
equity security is owned by the Holders or permitted transferee of
such the Holders’ rights under Section 7 hereof. For the
avoidance of doubt, it is understood and agreed that any particular
Registrable Equity Security shall cease to be such when (A) a
Registration Statement with respect to the sale of such security
shall have become effective under the Securities Act and such
security shall have been disposed of in accordance with such
Registration Statement, (B) such security shall have been sold
pursuant to Rule 144 (or all such securities held by such Holder
could be sold within a 90 day period in accordance with the volume
limitation of Rule 144 or without volume limitation in accordance
with the provisions of Rule 144(k)) or pursuant to another
exemption from registration under the Securities Act pursuant to
which the securities sold are thereafter freely transferable
without registration and without restriction under the Securities
Act or (C) such security shall have ceased to be
outstanding.
“ Registration
Statement ” shall mean a registration statement of the
Company as it may be amended or supplemented from time to time,
including without limitation, all exhibits, financial statements,
schedules and attachments thereto.
“ Rule 144 ”
shall mean Rule 144 promulgated by the SEC under the Securities
Act, or any similar rule or regulation permitting the sale of
securities without registration under the Securities Act hereafter
promulgated by the SEC, as the same may be amended and in effect
from time to time.
“ Rule 415 ”
shall mean Rule 415 promulgated by the SEC under the Securities
Act, or any similar rule or regulation relating to registration of
securities under the Securities Act for offering and sale by a
continuous or delayed offering hereafter promulgated by the SEC, as
the same may be amended and in effect from time to time.
“ SEC ” shall
mean the Securities and Exchange Commission or any other federal
agency then administering the Securities Act and other federal
securities laws.
“ Securities Act
” shall mean the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the SEC
promulgated thereunder, all as the same may be amended and shall be
in effect from time to time.
Other terms are defined herein and shall have
the meanings elsewhere provided herein. References herein to
specific rules of the SEC refer to such rules as in effect on the
date hereof and as the same may thereafter from time to time be
amended and in effect. References herein to “Sections”
shall refer to the sections of this Agreement, unless otherwise
specifically provided, and references to “hereof,”
“herein” or “hereunder” shall refer to this
Agreement as a whole and
not to any particular Section, paragraph,
sentence or clause unless otherwise specifically
provided.
2. Company Shelf Registration
.
(a) The Company shall promptly file
with the SEC (but in no event more than 90 days after the Effective
Date) and thereafter use its commercially reasonable efforts to
cause to be declared effective no later than 150 days after the
Effective Date, a registration statement (the “Company Shelf
Registration Statement”) on an appropriate form under the
Securities Act relating to the continuous offering and sale of the
shares of Common Stock which are Registrable Equity Securities in
resales by selling Holders (or their permitted transferees) in
market transactions on the Nasdaq or such other national securities
exchange on which the Common Stock is then listed (and through such
other method or methods of distribution as may be requested by the
Affiliated Holders and set forth in the Company Shelf Registration
Statement and permitted by Rule 415, whether upon initial
effectiveness or upon amendment or supplement of such Company Shelf
Registration Statement). The Company shall use its commercially
reasonable efforts to keep the Company Equity Shelf Registration
Statement effective under the Securities Act, for so long as it is
permitted to do so under Rule 415, until the Equity Shelf
Registration Termination Date, including by preparing and filing
such amendments to the Registration Statement and prospectus
supplements as may be required therefor.
(b) The Company shall use its
commercially reasonable efforts to keep the Company Shelf
Registration Statement continuously effective in order to permit
the prospectus included therein to be lawfully delivered by the
Holders from the date of its effectiveness until the Equity Shelf
Termination Date. The Company shall be deemed not to have used its
commercially reasonable efforts to keep the Company Shelf
Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in Holders of
Registrable Equity Securities covered thereby not being able to
offer and sell such Registrable Equity Securities during that
period, unless such action is required by applicable law; p
rovided , that the foregoing shall not apply upon the
occurrence or existence of any corporate development (including,
without limitation, any material financing, corporate
reorganization or other material transaction involving the Company
or any subsidiary) that, in the reasonable discretion of the
Company, makes it appropriate to delay filing or suspend
maintenance or use of the Shelf Registration Statement or
prospectus included therein, and the Company promptly gives the
Affiliated Holders written notice of such determination;
provided , however , that the failure to keep the
Company Shelf Registration Statement effective and usable for
offers and sales of Registrable Equity Securities for such reasons
shall last no longer than 90 days each or 120 days in the aggregate
as to any Company Shelf Registration.
2. Issuers Shelf Registration
.
(a) The Issuers shall promptly file
with the SEC (but in no event more than 90 days after the Effective
Date) and thereafter use their commercially reasonable
efforts to cause to be declared
effective no later than 150 days after the Effective Date, a
registration statement (the “Issuers Shelf Registration
Statement” and together with the Company Shelf Registration
Statement, a “Shelf Registration Statement”) on an
appropriate form under the Securities Act relating to the
continuous offering and sale of the Registrable Debt Securities in
resales by selling Holders (or their permitted transferees) in
market transactions on the Nasdaq or such other national securities
exchange on which the Notes are then listed (and through such other
method or methods of distribution as may be requested by the
Affiliated Holders and set forth in the Issuers Shelf Registration
Statement and permitted by Rule 415, whether upon initial
effectiveness or amendment or supplement of such Issuers Shelf
Registration Statement). The Issuers shall use their commercially
reasonable efforts to keep the Issuers Shelf Registration Statement
effective under the Securities Act, for so long as it is permitted
to do so under Rule 415, until the Debt Registration Termination
Date, including by preparing and filing such amendments to the
Registration Statement and prospectus supplements as may be
required therefor.
(b) The Issuers shall use their
commercially reasonable efforts to keep the Issuers Shelf
Registration Statement continuously effective in order to permit
the prospectus included therein to be lawfully delivered by the
Holders for a period from the date of its effectiveness until the
Debt Shelf Registration Termination Date. The Issuers shall be
deemed not to have used their commercially reasonable efforts to
keep the Issuers Shelf Registration Statement effective during the
requisite period if they voluntarily take any action that would
result in Holders of Registrable Debt Securities covered thereby
not being able to offer and sell such Registrable Debt Securities
during that period, unless such action is required by applicable
law; p rovided , that the foregoing shall not apply upon the
occurrence or existence of any corporate development (including,
without limitation, any material financing, corporate
reorganization or other material transaction involving the Company
or any subsidiary) that, in the reasonable discretion of the
Company, makes it appropriate to delay filing or suspend
maintenance or use of the Shelf Registration Statement or
prospectus included therein, and the Company promptly gives the
affected Note Holder written notice of such determination;
provided , however , that the failure to keep the
Issuer Shelf Registration Statement effective and usable for offers
and sales of Registrable Debt Securities for such reasons shall
last no longer than 90 days each or 120 days in the aggregate as to
any Issuers Shelf Registration.
3. Registration Procedures .
In connection with any shelf registration contemplated by Sections
1 or 2 hereof, the following provisions shall apply:
(a) the Company or the Issuers, as
applicable (such party, the “Registrant”), shall
prepare and file with the SEC such amendments and post-effective
amendments to the Shelf Registration Statement as may be reasonably
necessary under applicable law to keep the Shelf Registration
Statement effective for the applicable period; and cause each
prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424
(or similar provision then in force) under the Securities Act and
use commercially reasonable efforts to comply with the provisions
of the Securities Act and the Exchange Act, and the rules
and
regulations thereunder applicable to
them with respect to the disposition of all securities covered by
the Shelf Registration Statement during the applicable period in
accordance with the intended method or methods of distribution by
the Holders of R
