-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BcVE0jIxF1KvjhSd6a67Jrrpw90mQpwJHnZ3pPR6omo+1IRCYuY0NvjsdcPLFP0u e0zEKUXCcVU0C8tt2b9dcA== 0000950110-96-001224.txt : 19961017 0000950110-96-001224.hdr.sgml : 19961017 ACCESSION NUMBER: 0000950110-96-001224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961016 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP HOTELS & CASINO RESORTS INC CENTRAL INDEX KEY: 0000943320 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 133818402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44483 FILM NUMBER: 96644196 BUSINESS ADDRESS: STREET 1: MISSISSIPPI AVE & THE BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 BUSINESS PHONE: 6094416060 MAIL ADDRESS: STREET 1: MISSISSIPPI AVE AND THE BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP DONALD J CENTRAL INDEX KEY: 0000947033 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128322000 MAIL ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT TO STATEMENT OF BENEFICIAL OWNERSHIP ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* TRUMP HOTELS & CASINO RESORTS, INC. ----------------------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 898168109 -------------- (CUSIP Number) DANIEL D. RUBINO, Esq. WILLKIE FARR & GALLAGHER One Citicorp Center 153 East 53rd Street New York, New York 10022-4669 (212) 821-8000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 7, 1996 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule l3d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule l3d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule l3d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ SCHEDULE 13D - ------------------- ------------------ CUSIP No. 898168109 Page 2 of 25 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1 | NAME OF REPORT PERSON | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | Donald J. Trump - -------------------------------------------------------------------------------- 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) { ] | (b) [X] - -------------------------------------------------------------------------------- 3 | SEC USE ONLY | - -------------------------------------------------------------------------------- 4 | SOURCE OF FUNDS* | | o o - -------------------------------------------------------------------------------- 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] | PURSUANT TO ITEMS 2(d)or 2(e) - -------------------------------------------------------------------------------- 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | United States - -------------------------------------------------------------------------------- | 7 | SOLE VOTING POWER NUMBER OF | | | | SHARES | | 12,100,706 ---------------------------------------------------------------- BENEFICIALLY | 8 | SHARED VOTING POWER | | OWNED BY | | | | 3,618,542 EACH ---------------------------------------------------------------- | 9 | SOLE DISPOSITIVE POWER REPORTING | | | | PERSON | | 12,100,796 ---------------------------------------------------------------- WITH | 10 | SHARED DISPOSITIVE POWER | | | | 3,618,542 - -------------------------------------------------------------------------------- 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | 15,719,248 - -------------------------------------------------------------------------------- 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] | CERTAIN SHARES* | - -------------------------------------------------------------------------------- 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | 39.4% - -------------------------------------------------------------------------------- 14 | TYPE OF REPORTING PERSON* | | IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------- ------------------ CUSIP No. 898168109 Page 3 of 25 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1 | NAME OF REPORT PERSON | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | Trump Casinos, Inc. - -------------------------------------------------------------------------------- 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) { ] | (b) [X] - -------------------------------------------------------------------------------- 3 | SEC USE ONLY | - -------------------------------------------------------------------------------- 4 | SOURCE OF FUNDS* | | o o - -------------------------------------------------------------------------------- 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] | PURSUANT TO ITEMS 2(d)or 2(e) - -------------------------------------------------------------------------------- 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | New Jersey - -------------------------------------------------------------------------------- | 7 | SOLE VOTING POWER NUMBER OF | | | | SHARES | | 0 ---------------------------------------------------------------- BENEFICIALLY | 8 | SHARED VOTING POWER | | OWNED BY | | | | 1,407,017 EACH ---------------------------------------------------------------- | 9 | SOLE DISPOSITIVE POWER REPORTING | | | | PERSON | | 0 ---------------------------------------------------------------- WITH | 10 | SHARED DISPOSITIVE POWER | | | | 1,407,017 - -------------------------------------------------------------------------------- 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | 1,407,017 - -------------------------------------------------------------------------------- 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] | CERTAIN SHARES* | - -------------------------------------------------------------------------------- 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | 5.5% - -------------------------------------------------------------------------------- 14 | TYPE OF REPORTING PERSON* | | CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------- ------------------ CUSIP No. 898168109 Page 4 of 25 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1 | NAME OF REPORT PERSON | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | Trump Casinos II, Inc. - -------------------------------------------------------------------------------- 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) { ] | (b) [X] - -------------------------------------------------------------------------------- 3 | SEC USE ONLY | - -------------------------------------------------------------------------------- 4 | SOURCE OF FUNDS* | | o o - -------------------------------------------------------------------------------- 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] | PURSUANT TO ITEMS 2(d)or 2(e) - -------------------------------------------------------------------------------- 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | Delaware - -------------------------------------------------------------------------------- | 7 | SOLE VOTING POWER NUMBER OF | | | | SHARES | | 0 ---------------------------------------------------------------- BENEFICIALLY | 8 | SHARED VOTING POWER | | OWNED BY | | | | 2,211,250 EACH ---------------------------------------------------------------- | 9 | SOLE DISPOSITIVE POWER REPORTING | | | | PERSON | | 0 ---------------------------------------------------------------- WITH | 10 | SHARED DISPOSITIVE POWER | | | | 2,211,250 - -------------------------------------------------------------------------------- 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | 2,211,250 - -------------------------------------------------------------------------------- 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] | CERTAIN SHARES* | - -------------------------------------------------------------------------------- 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | 8.4% - -------------------------------------------------------------------------------- 14 | TYPE OF REPORTING PERSON* | | CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 5 This Amendment No. 2 amends Item 7 and amends and restates Items 1-6 of Amendment No. 1 filed by Mr. Donald J. Trump ("Mr. Trump") and Trump Casinos, Inc. (formerly known as ("f/k/a") Trump Taj Mahal, Inc.) ("TCI") on April 25, 1996, and is being filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). * * * * * Items 1-6 are hereby amended by deleting each item in its entirety and substituting the following Items 1-6 therefor: Item 1. SECURITY AND ISSUER. This Statement relates to the common stock, par value $.01 per share (the "Common Stock"), of Trump Hotels & Casino Resorts, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, which has its principal executive offices at 2500 Boardwalk, Atlantic City, New Jersey 08401. Item 2. IDENTITY AND BACKGROUND. (a)-(c), (f). This Statement is being filed by Mr. Trump, TCI and Trump Casinos II, Inc. (f/k/a TC/GP, Inc.) ("TCI-II"). Mr. Trump, TCI and TCI-II are sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." Mr. Trump's present principal occupation is Chairman of the Board of Directors of each of the Company, Trump Hotels & Casino Resorts Funding, Inc., THCR Holding Corp. (f/k/a Taj Mahal Holding Corp.)("THCR Corp."), THCR/LP Corporation (f/k/a TM/GP Corporation) ("THCR/LP") and Trump Atlantic City Funding, Inc.; Chairman of the Board of Directors, President and Treasurer of Page 6 Trump Plaza Funding, Inc. ("Plaza Funding"); sole Director, President and Treasurer of each of TCI, TCI-II and Trump Atlantic City Corporation (f/k/a The Trump Taj Mahal Corporation) ("AC Corporation"); Director and President of Trump Atlantic City Holding, Inc. (f/k/a Trump Plaza Holding, Inc.) ("AC Holding, Inc."); sole Director of Trump Indiana, Inc. ("Trump Indiana"); Chairman of the Board of Directors of Trump's Castle Hotel & Casino, Inc. ("TCHI"); sole Director and President of each of Trump Taj Mahal Realty Corp. and Trump Boardwalk Realty Corp.; and President of the Trump Organization. The business address of Mr. Trump is 725 Fifth Avenue, New York, New York 10022. Mr. Trump is a citizen of the United States of America. TCI, a corporation organized under the laws of the State of New Jersey, and TCI-II, a corporation organized under the laws of the State of Delaware, are both wholly owned by Mr. Trump. TCI and TCI-II conduct no business other than holding (i) a limited partnership interest in Trump Hotels & Casino Resorts Holdings, L.P., a subsidiary of the Company (the "Partnership"), and (ii) shares of the Company's Class B Common Stock, par value $.01 per share (the "Class B Stock"). Mr. Trump is the sole Director, President and Treasurer of each of TCI and TCI-II. TCI and TCI-II have no other executive officers. The business address of each of TCI and TCI-II is 2500 Boardwalk, Atlantic City, New Jersey 08401. (d), (e). Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor, Page 7 during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. At the consummation of the Company's initial public offering of 10,000,000 shares of Common Stock on June 12, 1995, and pursuant to the Partnership's Amended and Restated Agreement of Limited Partnership, dated as of June 12, 1995 (the "Original Partnership Agreement") (filed as Exhibit I and incorporated herein by reference), Mr. Trump received approximately a 39.8% limited partnership interest in the Partnership ("Trump's Limited Partnership Interest") and the Company received an approximately 60.2% general partnership interest in the Partnership. Trump's Limited Partnership Interest represented Mr. Trump's economic interest in the assets and operations of the Partnership. Pursuant to the terms of the Exchange and Registration Rights Agreement between the Company and Mr. Trump, dated as of June 12, 1995 (the "Exchange Rights Agreement") (filed as Exhibit II and incorporated herein by reference), Trump's Limited Partnership Interest was convertible, at Mr. Trump's option, into 6,666,667 shares of Common Stock. If these shares had been converted on June 12, 1995, they would have represented approximately 39.8% of the adjusted total number of shares of Common Stock outstanding Page 8 (calculated by adding the total number of shares that were outstanding on that date to the 6,666,667 shares). On June 6, 1995 Mr. Trump acquired 1,000 shares of the Class B Stock, which represented 100% of the total number of shares of the Class B Stock outstanding. The Class B Stock has voting power equivalent to the voting power of the total number of Conversion Shares (as defined), but is not entitled to dividends or distributions. Consideration for the acquisition of the Trump's Limited Partnership Interest in June 1995 was his contribution to the Partnership, pursuant to the terms of the Contribution Agreement between Mr. Trump and the Partnership, dated as of June 12, 1995 (the "Contribution Agreement") (filed as Exhibit III and incorporated herein by reference), of the assets listed in Schedule A thereto, including all of his (i) beneficial interest in Trump Plaza Associates, which consisted of (a) all of the outstanding capital stock of Plaza Funding, (b) a 99% equity interest in Trump Atlantic City Associates (f/k/a Trump Plaza Holding Associates) ("Trump AC") and (c) all of the outstanding capital stock of AC Holding, Inc., which owned the remaining 1% equity interest in Trump AC, and (ii) existing interests and rights to new gaming activities in both emerging and established gaming jurisdictions, including Trump Indiana. Pursuant to the Contribution Agreement, Mr. Trump also agreed to pursue, develop and conduct all new casino and gaming opportunities only on behalf of the Company. Mr. Trump further agreed not to engage in certain actions in connection with Casino Page 9 and Gaming Activities (as defined therein), including, without limitation, casino hotels, and related services and products, except for those Casino and Gaming Activities relating to the Trump Taj Mahal Casino Resort (the "Taj Mahal") and Trump's Castle Casino Resort ("Trump's Castle"). On June 7, 1995, Mr. Trump acquired 250 shares of Common Stock in a regular-way transaction at $14.00 per share (the "Trump Shares"). Mr. Trump holds 100 of the Trump Shares for his own account, 50 as custodian for his son Eric F. Trump, 50 as custodian for his daughter Ivanka Trump and 50 as custodian for his son Donald J. Trump, Jr. On the same date, Mr. Trump also acquired, in a regular-way transaction at $14.00 per share, an additional 50 shares of Common Stock which he gave to his wife, Mrs. Marla M. Trump ("Mrs. Trump"), as a gift (the "Gift Shares"). On April 17, 1996, in connection with the merger (the "Taj Merger") of THCR Merger Corp., a wholly owned subsidiary of the Company, with and into THCR Corp. and the related transactions thereto (collectively, the "Taj Merger Transaction") and pursuant to the Second Amended and Restated Partnership Agreement of the Partnership, dated as of April 17, 1996, (the "Second Amended Partnership Agreement") (filed as Exhibit I.I and incorporated herein by reference), the percentage of Trump's Limited Partnership Interest changed to approximately 20.7% and TCI became a new limited partner of the Partnership with an approximately 4.4% limited partnership interest ("TCI's Limited Partnership Interest"). Trump's Limited Partnership Interest and Page 10 TCI's Limited Partnership Interest represented the economic interests of Mr. Trump and TCI in the assets and operations of the Partnership. Pursuant to the terms of the Amended and Restated Exchange and Registration Rights Agreement among the Company, Mr. Trump and TCI, dated as of April 17, 1996 (the "Amended Exchange Rights Agreement") (filed as Exhibit II.I and incorporated herein by reference), Trump's Limited Partnership Interest was convertible, at Mr. Trump's option, into 6,674,006 shares of Common Stock and TCI's Limited Partnership Interest was convertible, at TCI's option, into 1,407,017 shares of Common Stock. As a result of the Taj Merger Transaction, on April 17, 1996, Mr. Trump and TCI held 800 and 200 shares of the Class B Stock, respectively. Consideration for the change in Trump's Limited Partnership Interest and TCI's acquisition of TCI's Limited Partnership Interest in the Taj Merger Transaction was the contribution to the Partnership, pursuant to the terms of the 1996 Contribution Agreement among Mr. Trump, TCI, THCR/LP and the Partnership, dated as of April 17, 1996 (the "1996 Contribution Agreement") (filed as Exhibit III.I and incorporated herein by reference), of (i) 20 shares of Common Stock of AC Corporation by Mr. Trump and (ii) a 49.995% general partnership interest in Trump Taj Mahal Associates ("Taj Associates"), the owner and operator of the Taj Mahal, by TCI. As part of the Taj Merger Transaction, Mr. Trump was also issued warrants (the "Trump Warrants") (filed as Exhibit V and incorporated herein by reference) to purchase an aggregate of Page 11 1.8 million shares of Common Stock, of which (i) 600,000 shares may be purchased on or before April 17, 1999 at $30.00 per share, (ii) 600,000 shares may be purchased on or before April 17, 2000 at $35.00 per share and (iii) 600,000 shares may be purchased on or before April 17, 2001 at 40.00 per share. On October 7, 1996, in connection with the acquisition (the "Castle Acquisition") by the Partnership of all the outstanding equity interests of Trump's Castle Associates ("Castle Associates"), the owner and operator of Trump's Castle, and pursuant to the Third Amended and Restated Partnership Agreement of the Partnership, dated as of October 7, 1996, (the "Third Amended Partnership Agreement") (filed as Exhibit I.II and incorporated herein by reference), the percentage of Trump's Limited Partnership Interest and TCI's Limited Partnership Interest changed to approximately 27.1% and 3.7%, respectively, and TCI-II became a new limited partner of the Partnership with an approximately 5.8% limited partnership interest ("TCI-II's Limited Partnership Interest" and collectively with Trump's Limited Partnership Interest and TCI's Limited Partnership Interest, the "Limited Partnership Interests"). Because TCI and TCI-II are wholly owned by Mr. Trump, Mr. Trump may be deemed to beneficially own the Limited Partnership Interests (an approximately 36.6% limited partnership interest in the Partnership). The Limited Partnership Interests represent the economic interests of Mr. Trump, TCI and TCI-II in the assets and operations of the Partnership. Pursuant to the terms of the Second Amended and Restated Exchange and Registration Rights Page 12 Agreement among the Company, Mr. Trump, TCI and TCI-II, dated as of October 7, 1996 (the "Second Amended Exchange Rights Agreement") (filed as Exhibit II.I and incorporated herein by reference), Trump's Limited Partnership Interest is convertible, at Mr. Trump's option, into 10,300,456 shares of Common Stock (the "Trump Conversion Shares"), TCI's Limited Partnership Interest is convertible, at TCI's option, into 1,407,017 shares of Common Stock (the "TCI Conversion Shares") and TCI-II's Limited Partnership Interest is convertible, at TCI-II's option, into 2,211,250 shares of Common Stock (the "TCI-II Conversion Shares" and collectively with the Trump Conversion Shares and the TCI Conversion Shares, the "Conversion Shares"). As a result of the Castle Acquisition, as of October 7, 1996, Mr. Trump, TCI and TCI-II held 850, 50, and 100 shares of the Class B Stock, respectively. Upon conversion of all or any portion of any of the Reporting Persons' Limited Partnership Interest into shares of Common Stock, the corresponding voting power of their respective Class B Stock will be proportionately diminished in an amount equal to the number of shares of Common Stock issued upon such conversion. Consideration for the change in Trump's Limited Partnership Interest and TCI-II's acquisition of TCI-II's Limited Partnership Interest in the Castle Acquisition was the contribution to the Partnership, pursuant to the terms of the Agreement, dated as of June 24, 1996, as amended, by and among the Company, the Partnership, TCI-II, TCHI and Mr. Trump (the "Castle Acquisition Agreement") (filed as Exhibit VIII and Page 13 incorporated herein by reference), of Mr. Trump's and TCI-II's 61.5% and 37.5% equity interests in Castle Associates, respectively Item 4. PURPOSE OF TRANSACTION. Each of the Reporting Persons acquired their Limited Partnership Interest, and Mr. Trump acquired the Trump Shares and the Trump Warrants, for the purpose of acquiring an equity investment in the Company. Each of the Reporting Persons may convert his or its Limited Partnership Interest at any time into Common Stock or may acquire from time to time additional Common Stock through open-market or privately negotiated transactions depending on existing market conditions and other considerations discussed below. Each of the Reporting Persons intends to review his investment in the Company on a continuing basis and, depending upon the price and availability of the Common Stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or decrease the size of his investment in the Company. Except as set forth herein, none of the Reporting Persons has plans or proposals which relate to or would result in the following: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as Page 14 a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a), (b). As of the date hereof, the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons (assuming in each case full conversion of their respective Limited Partnership Interest and, in the case of Mr. Trump, the exercise of the Trump Warrants), including the number of shares of Common Stock as to which the Reporting Person has sole power to vote or direct the vote, Page 15 shared power to vote or direct the vote, sole power to dispose or direct the disposition or shared power to dispose or direct the disposition, are set forth in the table below. The total number of shares of Common Stock outstanding, as of October 7, 1996, was 24,140,090 shares (the "Outstanding Shares"). Page 16
Aggregate Number Number of Number of Number of Number of Adjusted Percent of of Shares Shares with Shares with Shares with Shares with Number of Shares Reporting Beneficially Sole Power Shared Power Sole Power Shared Power Shares Beneficially Person Owned to Vote to Vote to Dispose to Dispose Outstanding Owned - -------- ------------ ----------- ------------ ---------- ------------ ----------- ------------ Mr. Trump 15,719,248 12,100,706(1) 3,618,542(2) 12,100,706(1) 3,618,542(2) 39,858,813(3) 39.4% TCI 1,407,017 0 1,407,017(4) 0 1,407,017(5) 25,547,107(6) 5.5% TCI-II 2,211,250 0 2,211,250(4) 0 2,211,250(5) 26,351,340(7) 8.4%
- -------------------- (1) Consists of (i) the Trump Shares, (ii) the Trump Conversion Shares and (iii) the shares into which the Trump Warrants are convertible. (2) Consists of (i) 225 shares of Common Stock acquired by Mrs. Trump, on June 7, 1995, in a regular-way transaction at $14.00 per share (the "Spouse Shares"), (ii) the Gift Shares, (iii) the TCI Conversion Shares and (iv) the TCI-II Conversion Shares. Mrs. Trump holds 75 of the Spouse Shares for her own account, 100 as custodian for her sister Danielle Nicole Maples and 50 as custodian for her daughter Tiffany Trump. Mr. Trump shares voting and dispositive power over the TCI Conversion Shares and the TCI-II Conversion Shares with TCI and TCI-II, respectively, and over the Spouse Shares and Gift Shares with Mrs. Trump. Mr. Trump disclaims beneficial ownership of the Gift Shares and the Spouse Shares. (3) Calculated by adding the Conversion Shares, the shares into which the Trump Warrants are convertible and the Outstanding Shares. (4) Voting power shared with Mr. Trump. (5) Dispositive power shared with Mr. Trump. (6) Calculated by adding the TCI Conversion Shares and the Outstanding Shares. (7) Calculated by adding the TCI-II Conversion Shares and the Outstanding Shares. Page 17 (c). Within the past sixty (60) days, the Reporting Persons effected the following transaction in the Common Stock: As further described in Item 3, on October 7, 1996, the Reporting Persons acquired the Limited Partnership Interests. (d). Not applicable. (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Original Partnership Agreement provided, among other provisions, that no additional Partnership interests would be issued, except in the case of (i) an additional partnership interest to the Company in exchange for a contribution of value from the Company and (ii) an additional limited partnership interest to Mr. Trump or his Permitted Holders (as defined therein) in exchange for a contribution of value from Mr. Trump or his Permitted Holders, as determined by a majority of the Special Committee of the Company's Board of Directors (the "Special Committee"). The Company covenanted in the Original Partnership Agreement that it would not issue additional debt or equity securities, unless the proceeds of such issuance were contributed to the Partnership and that it would not issue any additional shares of Class B Common Stock, except to Mr. Trump or his Permitted Holders. The Second Amended Partnership Agreement had similar terms to those of the Original Partnership Agreement and allowed for the issuance of limited partnership interests to TCI and Page 18 THCR/LP in exchange for their contribution to the Partnership, in connection with the Taj Merger, of their respective 49.995% equity interests in Taj Associates. In addition, the Second Amended Partnership Agreement provided that the Company may contribute to Trump AC the indirect interest in Taj Associates that the Company acquired in the Taj Merger and the proceeds of the Company's offering of 13,250,000 shares of Common Stock consummated in connection with the Taj Merger Transaction. The Third Amended Partnership Agreement has similar terms to those of the Second Amended Partnership Agreement and allows for the issuance of the Limited Partnership Interests as set forth in the Castle Acquisition Agreement. Pursuant to the Exchange Rights Agreement, among other things: (i) Mr. Trump and his permitted successors and assigns were able to exchange all or any portion of their partnership interest in the Partnership for Common Stock, and (ii) a majority of the Special Committee had the right to require any holder of a limited partnership interest in the Partnership (other than Mr. Trump and his Permitted Holders) to exchange their Partnership interests for Common Stock. The number of shares of Common Stock issuable upon exchange of limited interests in the Partnership would be adjusted from time to time to reflect stock dividends, stock splits, reverse stock splits, reclassifications and recapitalizations. The Exchange Rights Agreement contained certain registration rights under the Securities Act of 1933 (the "Securities Act") in favor of the holders of the Common Stock Page 19 issuable upon the exchange of limited partnership interests in the Partnership. The holders of securities representing a majority of the Common Stock issuable upon the exchange of limited partnership interests in the Partnership had the right to require the Company, at the Company's expense (other than with respect to underwriting discounts, commissions and fees attributable to the sale of any such Common Stock), subject to certain limitations, to file two registration statements relating to the resale to the public of all or a portion of their Common Stock. In addition, in the event the Company proposed to register any of its Common Stock pursuant to a registration statement under the Securities Act (other than on Forms S-4 or S-8 under the Securities Act or other similar successor forms), such holders could have, by giving written notice to the Company, requested that the Company, at the Company's expense (other than with respect to underwriting discounts, commissions and fees attributable to the sale of any such Common Stock), include in such registered offering all or any part of their Common Stock. The Company was required to include the securities covered by such notice or notices in such registered offering unless the Company determines for any reason not to proceed with the underlying offering of its equity securities or, in the case of an underwritten offering, if the managing underwriter determines that the amount of Common Stock requested to be included in such registration exceeds the amount which could be sold in such offering without adversely affecting the distribution of the securities being offered. Page 20 The Amended Exchange Rights Agreement granted Mr. Trump similar conversion and registration rights afforded to him under the Exchange Rights Agreement and extended such rights to TCI. The Second Amended Exchange Rights Agreement grants Mr. Trump and TCI similar conversion and registration rights afforded to him under the Amended Exchange Rights Agreement and extends such rights to TCI-II. The shares of Common Stock issuable upon the exercise of the Trump Warrants have registration rights similar to those held by Mr. Trump under the Second Amended Exchange Rights Agreement. On April 17, 1996, Mr. Trump entered into a transaction with Donaldson Lufkin & Jenrette, Inc. ("DLJ") to satisfy certain indebtedness of Mr. Trump and his affiliates and to obtain certain releases of liens and guarantees necessary to effect the Taj Merger Transaction. In connection therewith, and pursuant to the terms of the Pledge and Security Agreement among Mr. Trump, TCI and DLJ, dated as of April 17, 1996 (the "DLJ Pledge Agreement") (filed as Exhibit VI.I and incorporated herein by reference), Trump and TCI granted to DLJ (i) a first priority security interest on (A) then owned Trump's Limited Partnership Interest, (B) 800 shares of Class B Stock that Trump held on April 17, 1996 and (C) the rights of Trump and TCI under the Amended Exchange Rights Agreement and (ii) a security interest, subject to a first priority security interest in favor of Citibank, N.A. ("Citibank") pursuant to the Citibank Pledge Agreement (as defined), on (A) then owned TCI's Limited Page 21 Partnership Interest and (B) 200 shares of Class B Stock that TCI held on April 17, 1996. On April 17, 1996, Mr. Trump also restructured certain of his personal indebtedness and obtained the consent of the lenders necessary to effect the Taj Merger Transaction. In connection therewith, and pursuant to the terms of the Pledge and Security Agreement among Mr. Trump, certain of Mr. Trump's affiliates (including TCI) and Citibank, as agent for the lenders, dated as of April 17, 1996 (the "Citibank Pledge Agreement") (filed as Exhibit VI.II and incorporated herein by reference), Trump and TCI granted to Citibank (i) a first priority security interest on certain of Mr. Trump's assets and interests, including (A) the Trump Warrants, (B) then owned TCI's Limited Partnership Interest and (C) 200 shares of Class B Stock that TCI held on April 17, 1996, and (ii) a security interest, subject to a first priority security interest in favor of DLJ pursuant to the DLJ Pledge Agreement, on (A) then owned Trump's Limited Partnership InteFrest and (B) 800 shares of Class B Stock that Trump held on April 17, 1996. On October 7, 1996, Mr. Trump satisfied his obligations to Citibank and Citibank terminated the liens granted under the Citibank Pledge Agreement. Accordingly, and in view of the increase in Trump's Limited Partnership Interest as a result of the Castle Acquisition, on October 7, 1996, DLJ had a security interest on (i) a portion of Trump's Limited Partnership Interest, consisting of a 17.53603% limited partnership interest in the Partnership (the "Trump/DLJ Limited Partnership Page 22 Interest"), (ii) TCI's Limited Partnership Interest (collectively with the Trump/DLJ Limited Partnership Interest, the "DLJ Securities"), (iii) 800 shares of Mr. Trump's Class B Stock, representing a voting power in the Company equal to the number of shares of Common Stock issuable upon the exchange of the Trump/DLJ Limited Partnership Interest, (iv) all of the 50 shares of TCI's Class B Stock, representing a voting power in the Company equal to the number of shares of Common Stock issuable upon the exchange of the TCI's Limited Partnership Interest, and (v) the rights of Trump and TCI under the Second Amended Exchange Rights Agreement. Pursuant to the terms of a Registration Agreement among Mr. Trump, TCI, TCI-II, the Company and DLJ, dated as of October 7, 1996 (the "Registration Agreement") (filed as Exhibit VI.III and incorporated herein by reference), (i) Mr. Trump agreed that if he exercises his rights (each a "Trump Exercise") under the Second Amended Exchange Rights Agreement (the "Registration Rights") with respect Trump's Limited Partnership Interests not pledged to DLJ (the "Trump Securities"), he will simultaneously exercise the Registration Rights with respect to the DLJ Securities. However, Mr. Trump is not obligated to exercise the Registration Rights with respect to the DLJ Securities if either (i) the aggregate fair market value of the shares of Common Stock into which the Trump Securities are exchanged in each and all of the Trump Exercises is less than $10 million, (ii) the aggregate number of shares of Common Stock into which the Trump Securities are exchanged in each and all of the Trump Exercises is less than Page 23 500,000 shares or (iii) Mr. Trump obtains the prior written consent of DLJ. In addition, the Reporting Persons and the Company agreed that, in the case of an event of default under the DLJ Pledge Agreement, (i) the right to make any Blackout Determination (as defined in the Second Amended Exchange Rights Agreement) shall be waived with respect to any request to exercise the Registration Rights with respect to the DLJ Securities and (ii) if Trump exercises the Registration Rights with respect to the Trump Securities, DLJ, at its option, shall have the right to exercise (or cause Mr. Trump to exercise) the Registration Rights with respect to the DLJ Securities prior to or simultaneously with any exercise of the Registration Rights with respect to the Trump Securities. Because of the relationship between Mr. Trump, TCI and TCI-II, the Reporting Persons may be deemed to form a "group" within the meaning of Rule 13d-5 under the Exchange Act. TCI and TCI-II disclaim beneficial ownership of any shares held by Mr. Trump. Except as otherwise described in this statement, to the best knowledge of the undersigned, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies. Page 24 * * * * * Item 7 is hereby amended by deleting Exhibits IV, IV.I and IV.II in their entirety and adding the following new Exhibits: EXHIBIT I.II: Third Amended and Restated Agreement of Limited Partnership of Trump Hotels & Casino Resorts Holdings, L.P., dated as of October 7, 1996. EXHIBIT II.I: Second Amended and Restated Exchange and Registration Rights Agreement among Donald J. Trump, Trump Casinos, Inc., Trump Casinos II, Inc. and Trump Hotels & Casino Resorts, Inc., dated as of October 7, 1996. EXHIBIT VI.III: Registration Agreement among Donald J. Trump, Trump Casinos, Inc., Trump Casinos II, Inc. Trump Hotels & Casino Resorts Inc. and Donaldson Lufkin & Jenrette, Inc., dated as of October 7, 1996. EXHIBIT VII.I: Joint Filing Agreement between Donald J. Trump, Trump Casinos, Inc. and Trump Casinos II, Inc., dated as of October 7, 1996. EXHIBIT VIII: Agreement by an among Trump Hotels & Casino Resorts, Inc., Trump Hotels & Casino Resorts Holdings, L.P., TC/GP, Inc. (currently known as Trump Casinos II, Inc.), Trump's Castle Hotel & Casino, Inc. and Donald J. Trump, dated as of June 24, 1996, as amended. Page 25 After reasonable inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 16, 1996 /S/ DONALD J. TRUMP -------------------------------- Donald J. Trump TRUMP CASINOS, INC. By: /s/ DONALD J. TRUMP ---------------------------- Name: Donald J. Trump Title: Sole Director, President and Treasurer TRUMP CASINOS II, INC. By: /s/ DONALD J. TRUMP ---------------------------- Name: Donald J. Trump Title: Sole Director, President and Treasurer EX-1.2 2 AGREEMENT OF LIMITED PARTNERSHIP EXHIBIT I.II - -------------------------------------------------------------------------------- THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- ARTICLE I. DEFINITIONS .................................................... 2 Section 1.1. DEFINITIONS ................................................ 2 Section 1.2. ACCOUNTING TERMS AND DETERMINATIONS.........................17 ARTICLE II. CONTINUATION OF PARTNERSHIP; BUSINESS OF PARTNERSHIP...........17 Section 2.1. CONTINUATION ...............................................17 Section 2.2. NAME .......................................................17 Section 2.3. CHARACTER OF THE BUSINESS...................................18 Section 2.4. LOCATION OF PRINCIPAL PLACE OF BUSINESS.....................18 Section 2.5. REGISTERED AGENT AND REGISTERED OFFICE......................18 ARTICLE III. TERM .........................................................18 Section 3.1. COMMENCEMENT ...............................................18 Section 3.2. TERMINATION ................................................18 ARTICLE IV. CAPITAL CONTRIBUTIONS..........................................18 Section 4.1. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS AND PERCENTAGE INTERESTS OF THE PARTNERS...................18 Section 4.2. ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS AND SHARES.................................................20 Section 4.3. ADJUSTMENT OF PARTNERSHIP INTERESTS.........................22 Section 4.4. NO INTEREST ON OR RETURN OF CAPITAL CONTRIBUTION............22 Section 4.5. ADJUSTMENT FOR CASTLE ACQUISITION...........................22 ARTICLE V. ALLOCATIONS AND OTHER TAX AND ACCOUNTING MATTERS................22 Section 5.1. ALLOCATIONS OF NET INCOME AND NET LOSS......................22 Section 5.2. SPECIAL ALLOCATIONS.........................................23 Section 5.3. TAX ALLOCATIONS.............................................25 Section 5.4. BOOKS OF ACCOUNT............................................27 Section 5.5. TAX MATTERS PARTNER.........................................27 Section 5.6. TAX ELECTIONS AND RETURNS...................................28 Section 5.7. TAX CERTIFICATIONS..........................................29 ARTICLE VI. DISTRIBUTIONS..................................................30 Section 6.1. GENERAL.....................................................30 Section 6.2. DISTRIBUTIONS FOR TAXES.....................................30 Section 6.3. OTHER DISTRIBUTIONS.........................................31 Section 6.4. WITHHOLDING PAYMENTS REQUIRED BY LAW........................31 Section 6.5. NON-RECOURSE................................................32 ARTICLE VII. RIGHTS, DUTIES AND RESTRICTIONS OF THE GENERAL PARTNER........33 Section 7.1. POWERS AND DUTIES OF GENERAL PARTNER........................33 Section 7.2. MAJOR DECISIONS.............................................36 Section 7.3. REIMBURSEMENT OF THE GENERAL PARTNER........................36 Section 7.4. OUTSIDE ACTIVITIES OF THE GENERAL PARTNER...................37 Section 7.5. CONTRACTS WITH AFFILIATES...................................37 Section 7.6. TITLE TO PARTNERSHIP ASSETS.................................38 Section 7.7. RELIANCE BY THIRD PARTIES...................................38 Section 7.8. LIABILITY OF THE GENERAL PARTNER............................39 Section 7.9. OFFICERS OF THE PARTNERSHIP.................................39 Section 7.10. COVENANTS OF THCR REGARDING THE ISSUANCE OF NEW SECURITIES..................................................39 Section 7.11. OTHER MATTERS CONCERNING THE GENERAL PARTNER................40 ARTICLE VIII. DISSOLUTION, LIQUIDATION AND WINDING-UP......................41 Section 8.1. ACCOUNTING..................................................41 Section 8.2. DISTRIBUTION ON DISSOLUTION.................................41 Section 8.3. TIMING REQUIREMENTS.........................................41 Section 8.4. DOCUMENTATION OF LIQUIDATION................................42 Section 8.5. DISSOLUTION.................................................42 Section 8.6. CONTINUATION OF THE PARTNERSHIP.............................43 ARTICLE IX. TRANSFER AND REDEMPTION OF PARTNERSHIP INTERESTS; CERTAIN CONSENT RIGHTS................................................43 Section 9.1. GENERAL PARTNER TRANSFER....................................43 Section 9.2. TRANSFERS BY LIMITED PARTNERS...............................44 Section 9.3. CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER.................47 Section 9.4. EFFECTIVE DATES OF TRANSFERS................................47 Section 9.5. TRANSFER....................................................48 Section 9.6. REDEMPTION OF PARTNERSHIP INTEREST..........................49 Section 9.7. CERTAIN CONSENT RIGHTS......................................49 ARTICLE X. RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS..................49 Section 10.1. NO PARTICIPATION IN MANAGEMENT.............................49 Section 10.2. BANKRUPTCY OF A LIMITED PARTNER............................50 Section 10.3. NO WITHDRAWAL..............................................50 Section 10.4. CONFLICTS..................................................50 Section 10.5. PROVISION OF INFORMATION...................................51 Section 10.6. LIMITED PARTNER REPRESENTATIVE.............................52 Section 10.7. POWER OF ATTORNEY..........................................52 ARTICLE XI. INDEMNIFICATION; EXCULPATION...................................54 Section 11.1. INDEMNIFICATION............................................54 Section 11.2. INDEMNIFICATION PROCEDURES.................................55 Section 11.3. EXCULPATION................................................56 Section 11.4. NO LIABILITY OF DIRECTORS AND OTHERS.......................56 ARTICLE XII. RIGHTS UNDER THE EXCHANGE RIGHTS AGREEMENT....................57 Section 12.1. TRANSFER PURSUANT TO EXCHANGE RIGHTS AGREEMENT.............57 Section 12.2. SUBJECT TO THE EXCHANGE RIGHTS AGREEMENT...................57 ARTICLE XIII. AMENDMENT OF PARTNERSHIP AGREEMENT, MEETINGS.................57 Section 13.1. AMENDMENTS.................................................57 Section 13.2. MEETINGS OF THE PARTNERS; NOTICES TO PARTNERS..............59 (ii) ARTICLE XIV. CERTIFICATE OF INTEREST.......................................60 Section 14.1. FORM OF CERTIFICATE OF INTEREST............................60 Section 14.2. TRANSFERS OF CERTIFICATES OF INTEREST......................60 Section 14.3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES OF INTEREST...............................................61 Section 14.4. INSPECTION OF CERTIFICATE TRANSFER LEDGER..................61 ARTICLE XV. REGULATORY REQUIREMENTS........................................61 Section 15.1. APPLICABLE REGULATORY AUTHORITY AND CCC REGULATION.........61 Section 15.2. ADDITIONAL APPLICABLE REGULATORY AUTHORITY REGULATION......62 Section 15.3. DISQUALIFIED HOLDERS.......................................62 ARTICLE XVI. GENERAL PROVISIONS............................................63 Section 16.1. NOTICES....................................................63 Section 16.2. CONTROLLING LAW............................................64 Section 16.3. NO THIRD PARTY BENEFICIARIES...............................64 Section 16.4. EXECUTION IN COUNTERPARTS..................................64 Section 16.5. PROVISIONS SEPARABLE.......................................64 Section 16.6. ENTIRE AGREEMENT...........................................64 Section 16.7. PARAGRAPH HEADINGS.........................................65 Section 16.8. GENDER, ETC................................................65 Section 16.9. NUMBER OF DAYS.............................................65 Section 16.10. PARTNERS NOT AGENTS.......................................65 Section 16.11. ASSURANCES................................................65 Section 16.12. SUCCESSORS AND ASSIGNS....................................65 Section 16.13. WAIVER....................................................65 SCHEDULES SCHEDULE I -- Aggregate Capital Contributions SCHEDULE II -- Capital Contributions Prior to April 17, 1996 SCHEDULE III -- Capital Contributions in connection with the Taj Mahal Merger Transaction SCHEDULE IV -- Capital Contributions in connection with the Castle Acquisition EXHIBITS EXHIBIT A -- Form of Second Amended and Restated Exchange and Registration Rights Agreement (iii) THE LIMITED PARTNERSHIP INTERESTS REFERRED TO IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. REFERENCE IS MADE TO ARTICLE IX OF THIS AGREEMENT FOR PROVISIONS RELATING TO VARIOUS RESTRICTIONS ON THE SALE OR OTHER TRANSFER OF THESE INTERESTS. THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into this 7th day of October, 1996, by and among Trump Hotels & Casino Resorts, Inc., a Delaware corporation ("THCR"), Donald J. Trump ("Trump" or the "Initial Limited Partner"), THCR/LP Corporation, a New Jersey corporation ("THCR/LP"), Trump Casinos, Inc., a New Jersey corporation ("TCI"), Trump Casinos II, Inc., a Delaware Corporation, formerly known as TC/GP, Inc. ("TCI-II"), and the Persons who may become party hereto from time to time pursuant to the terms of this Agreement. W I T N E S S E T H: WHEREAS, THCR and Trump formed the Partnership on March 28, 1995 by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware; WHEREAS, THCR and Trump entered into an Amended and Restated Agreement of Limited Partnership on June 12, 1995; WHEREAS, in connection with the acquisition by the Partnership of Trump Taj Mahal Associates ("Taj Associates") and the other transactions related thereto (the "Taj Mahal Merger Transaction"), THCR, Trump, THCR/LP and TCI entered into a Second Amended and Restated Agreement of Limited Partnership, dated as of April 17, 1996, which provided for the capital contributions as set forth on Schedule III hereto and the admission of THCR/LP and TCI as Limited Partners of the Partnership; WHEREAS, effective as of the date hereof, the General Partner and Trump desire to cause certain capital contributions to the Partnership, as set forth on Schedule IV hereto, in connection with the acquisition (the "Castle Acquisition") by the Partnership of the equity interests of Trump's Castle Associates, L.P., a New Jersey limited partnership ("Castle Associates"); WHEREAS, in exchange for its capital contribution as set forth in Schedule IV, effective as of the date hereof, TCI-II is being admitted to the Partnership as a Limited Partner; and WHEREAS, the parties hereto desire to continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited Partnership Act in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I. DEFINITIONS Section 1.1. DEFINITIONS. Except as otherwise herein expressly provided, the following terms and phrases shall have the meanings as set forth below: "ACCOUNTANTS" shall mean the national firm or firms of independent certified public accountants selected by the General Partner on behalf of the Partnership to audit the books and records of the Partnership and to prepare statements and reports in connection therewith, which initially shall be Arthur Andersen LLP. "ACT" shall mean the Delaware Revised Uniform Limited Partnership Act, as the same may hereafter be amended from time to time. "ACTION" shall mean any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that give rise to a claim for indemnification pursuant to Article XI hereof. "ADDITIONAL DISTRIBUTIONS" shall mean distributions by the Partnership pursuant to Section 6.3 hereof. "ADDITIONAL PARTNERSHIP INTERESTS" shall have the meaning set forth in Section 4.2(a). "ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean, with respect to any Limited Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of any relevant fiscal year and after giving effect to the following adjustments: (a) credit to such Capital Account any amounts which such Partner is obligated or treated as obligated -2- to restore with respect to any deficit balance in such Capital Account pursuant to Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is deemed to be obligated to restore with respect to any deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and (b) debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the requirements of the alternate test for economic effect contained in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. "ADJUSTMENT DATE" shall have the meaning set forth in Section 4.3 hereof. "AFFILIATE" shall mean, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such specified Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. "AGREEMENT" shall mean this Third Amended and Restated Agreement of Limited Partnership, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires. "APPLICABLE REGULATORY AUTHORITY" shall mean any governmental or quasi-governmental authority with applicable jurisdiction over the business, affairs, securities, or properties of the Partnership or any of its Subsidiaries, including, without limitation, the CCC, the IGC, and the MGC. "AUDITED FINANCIAL STATEMENTS" shall mean financial statements (balance sheet, statement of income, statement of partners' equity and statement of cash flows) prepared in accordance with GAAP and accompanied by an independent auditor's report containing an opinion thereon. "BANKRUPTCY" shall mean, with respect to any Person, (i) the commencement by such Person of any petition, case or proceeding seeking relief under any provision or chapter of the federal bankruptcy code or any other federal or state law relating to insolvency, bankruptcy or reorganization, (ii) an adjudication that such Person is insolvent or bankrupt, (iii) the entry of an order for relief under the federal bankruptcy code with respect to such Person, (iv) the filing of any such petition -3- or the commencement of any such case or proceeding against such Person, unless such petition and the case or proceeding initiated thereby are dismissed within ninety (90) days from the date of such filing or (v) the filing of an answer by such Person admitting the allegations of any such petition. "BENEFICIAL OWNER" shall mean any Person who, singly or together with any of such Person's Affiliates, directly or indirectly, has "beneficial ownership" of Partnership Interests (as determined pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended). "BUSINESS DAY" shall mean any day that is not a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "CAPITAL ACCOUNT" shall mean, with respect to any Partner, the separate "book" account which the Partnership shall establish and maintain for such Partner in accordance with Section 704(b) of the Code and the Regulations promulgated thereunder. In the event that a Partnership Interest is transferred in accordance with the terms of this Agreement, the Capital Account, at the time of the transfer, of the transferor attributable to the transferred interest shall carry over to the transferee. "CAPITAL CONTRIBUTION" shall mean, with respect to any Partner, the amount of money and the initial Gross Asset Value of any Contributed Property (net of liabilities to which such property is subject) set forth on Schedule I, as such exhibit will be amended by the General Partner from time to time to reflect the amount of money and the Gross Asset Value of any Contributed Property received by the Partnership pursuant to any additional Capital Contribution or deemed contributed pursuant to Sections 4.2 or 7.10. "CASINO CONTROL ACT" shall mean the New Jersey Casino Control Act, N.J.S.A. 5:12-1 ET SEQ. "CASTLE ACQUISITION" shall have the meaning set forth in the Recitals to this Agreement. "CASTLE ACQUISITION AGREEMENT" shall mean the Agreement, dated as of June 24, 1996, by and among THCR, the Partnership, TCI-II, TCHI and Trump, as amended as of August 27, 1996. "CASTLE ASSOCIATES" shall have the meaning set forth in the Recitals to this Agreement. "CCC" shall mean the New Jersey Casino Control Commission and any successor agency. -4- "CERTIFICATE" shall mean the Certificate of Limited Partnership establishing the Partnership, as filed with the office of the Delaware Secretary of State on March 28, 1995, as it may be amended from time to time in accordance with the terms of this Agreement and the Act. "CLASS B STOCK" shall mean Class B Common Stock, par value $.01 per share, of THCR, and any class of securities into which the Class B Stock has been converted, other than Common Stock. "CODE" shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law. "COMMON STOCK" shall mean the common stock, par value $.01 per share, of THCR, other than the Class B Stock. "CONSENT OF THE LIMITED PARTNERS" shall mean the written consent of a Majority-In-Interest of the Limited Partners given in accordance with Section 13.2 hereof, which consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by a Majority-In-Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion. "CONTRIBUTED PROPERTY" shall mean any property or asset, in such form as may be permitted by the Act, but excluding cash, contributed or deemed contributed to the Partnership with respect to the Partnership Interest held by each Partner. "CURRENT MARKET PRICE" shall mean, with respect to any security on any Valuation Date specified herein, the arithmetic mean over a period of twenty consecutive trading days ending the second trading day prior to such date (a) if the security is listed or admitted to trading on any national securities exchange, of the high and low sale price of the security or if no such sale takes place on such date, the average of the highest closing bid and lowest closing asked prices thereof on such date, in each case as officially reported on all national securities exchanges on which the security is then listed or admitted to trading, (b) if the security is not then listed or admitted to trading on any national securities exchange, the highest closing price thereof on such date in the over-the-counter market as shown by the NASDAQ National Market System, or (c) if the security is not then quoted in such system, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in any case as reported by any member firm of the New York Stock Exchange selected by the General Partner. If the security is not then listed or admitted to trading on any national securities exchange and if no closing bid and ask prices therefor are then quoted or published in the -5- over-the-counter market, "Current Market Price" shall mean the value of the security as of a date which is 15 days preceding the date as of which the determination is to be made, as determined in good faith by an investment banking firm of national reputation (which firm may have provided other services to the General Partner or the Partnership) selected by the Board of Directors of the General Partner, and, in connection with a Capital Contribution by the Initial Limited Partner or his Permitted Holders, which selection shall be approved by a majority of the Special Committee. Notwithstanding the foregoing, if a determination of Current Market Price is being made in connection with an arms length underwritten public offering, such value shall be the public offering price of the Common Stock in such offering. "DAMAGES" shall have the meaning set forth in Section 11.1(a) hereof. "DEEMED PARTNERSHIP INTEREST VALUE" as of any date, shall mean with respect to a Partner, the Deemed Value of the Partnership (as of the day preceding such date) multiplied by such Partner's Percentage Interest (expressed as a decimal carried to four places, e.g., .1234 or 12.34%). "DEEMED VALUE OF THE PARTNERSHIP" shall mean, as of the Valuation Date, (a) the sum of (i) the product of (A) the Current Market Price per share of Common Stock, (B) the number of shares of outstanding Common Stock, and (C) a fraction, the numerator of which is one, and the denominator of which is the Percentage Interest (expressed as a decimal) of the General Partner, (ii) the aggregate Fair Market Value of the outstanding capital stock of THCR, other than the Common Stock or the Class B Stock, and (iii) the Fair Market Value of the outstanding Indebtedness of THCR appearing on the balance sheet of THCR, prepared in accordance with GAAP, as of the Valuation Date, which Indebtedness (the "Included Indebtedness") shall exclude (A) the Indebtedness of the Partnership and its consolidated and combined Subsidiaries, appearing on the balance sheet of the Partnership and its consolidated and combined Subsidiaries, prepared in accordance with GAAP as of the Valuation Date, and (B) any other Indebtedness appearing on the balance sheet of THCR, prepared in accordance with GAAP, as of the Valuation Date, the proceeds of which were not used to purchase additional Partnership Interests, reduced by (b) the amount, if any, by which the consolidated net worth of the General Partner exceeds its pro rata share of the consolidated net worth of the Partnership; PROVIDED, HOWEVER, that if the General Partner shall have material amounts of liabilities (other than Included Indebtedness) or material assets other than cash and Partnership Interests, the General Partner may seek the advice of an investment banking firm of national reputation as to the appropriate modification of the Deemed Value of the Partnership formula set forth herein to take into account such liabilities or assets. -6- "DEPRECIATION" shall mean, with respect to any asset of the Partnership for any fiscal year or other period, the depreciation or amortization, as the case may be, allowed or allowable for federal income tax purposes in respect of such asset for such fiscal year or other period; PROVIDED, HOWEVER, that if there is a difference between the Gross Asset Value and the adjusted tax basis of such asset, Depreciation shall mean "book depreciation, depletion or amortization" as determined under Section 1.704-1(b)(2)(iv)(g)(3) of the Regulations. "DISABLING EVENT" shall have the meaning set forth in Section 8.6 hereof. "DISQUALIFIED HOLDER" shall mean any Beneficial Owner of Partnership Interests or Equity Interests of the General Partner, the Partnership or any of its Subsidiaries (a) who is found to be disqualified by any Applicable Regulatory Authority, or (b) whose holding of such Partnership Interests or Equity Interests may result or, when taken together with the holding of such Partnership Interests or Equity Interests by any other Beneficial Owner, may result, in the judgment of the General Partner, in the inability to obtain, loss or non-reinstatement of any license or franchise from any Applicable Regulatory Authority sought or held by the Partnership or any Subsidiary to conduct any portion of the business of the Partnership or any Subsidiary, which license or franchise is conditioned upon some or all of the holders of Partnership Interests and such Equity Interests meeting certain criteria. "ENTITY" shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, real estate investment trust, association or other entity. "EQUITY INTEREST" of any Person shall mean any shares, interests, participations or other equivalents (however designated) of such Person in equity. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time (or any corresponding provisions of succeeding laws). "EXCHANGE RIGHTS AGREEMENT" shall mean the Second Amended and Restated Exchange and Registration Rights Agreement, dated as of October 7, 1996, substantially in the form of Exhibit A hereto, entered into by and among Trump, TCI, TCI-II and THCR, providing certain rights to exchange Limited Partnership Interests for Common Stock on the terms and conditions set forth therein, as the same may be amended from time to time in accordance with the terms thereof. "EXECUTIVE AGREEMENT" shall mean the Trump Executive Agreement, by and among Trump, THCR and the -7- Partnership, dated as of June 12, 1995, as the same may be amended from time to time in accordance with the terms thereof. "FAIR MARKET VALUE" shall mean (i) in the case of any security, its Current Market Price and (ii) in the case of any property or Indebtedness that is not a security, the fair market value of such property or Indebtedness as determined in good faith by a majority of the Board of Directors of the General Partner and, in connection with a Capital Contribution by the Initial Limited Partner or his Permitted Holders, by a majority of the Special Committee. "FORECLOSURE SALE" shall mean any judicial sale or any sale of collateral conducted by a pledgee in exercising its rights under the Uniform Commercial Code. "GENERAL PARTNER" shall mean THCR, its duly admitted successors and assigns and any other Person who is a general partner of the Partnership at the time of reference thereto. "GENERAL PARTNER EXPENSES" shall mean all organization, formation, administrative and operating costs and expenses of the General Partner, including, but not limited to, (a) salaries paid to officers of the General Partner, and insurance, accounting, legal, and other professional fees and expenses incurred by the General Partner, (b) costs and expenses relating to the organization, formation and continuity of existence of the Partnership and the General Partner, including franchise taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable or reimbursable to, or in respect of, any director or officer of the General Partner, (c) costs and expenses relating to any offer or registration of securities by the General Partner or the Partnership and all statements, reports, fees and expenses incidental thereto, including Issuance Costs applicable to any such offer of securities, (d) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any Applicable Regulatory Authority, including the SEC, and (e) any costs and expenses incurred in connection with any matter for which the General Partner may seek indemnification from the Partnership pursuant to the provisions of this Agreement; PROVIDED, HOWEVER, that "General Partner Expenses" shall not include, (i) any taxes taken into account in calculating Tax Amounts, and (ii) any administrative and operating costs and expenses of the General Partner to the extent arising out of any Outside Business Activities. "GROSS ASSET VALUE" shall mean, with respect to any asset of the Partnership, such asset's adjusted basis for federal income tax purposes, except as follows: (a) the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be -8- (i) in the case of any asset described on attached Schedule I, the gross fair market value ascribed thereto on such Schedule and (ii) in the case of any other asset hereafter contributed by a Partner, the gross Fair Market Value of such asset at the time of its contribution, which determination, in the case of the Initial Limited Partner and his Permitted Holders, shall be made by a majority of the Special Committee; (b) the Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross Fair Market Values: (i) immediately prior to a Capital Contribution (other than a de minimis Capital Contribution) to the Partnership by a new or existing Partner as consideration for a Partnership Interest; (ii) immediately prior to the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for the redemption of a Partnership Interest; (iii) immediately prior to the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; and (iv) upon any other event as to which the General Partner reasonably determines that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners; (c) the Gross Asset Values of Partnership assets distributed to any Partner shall be the gross Fair Market Values of such assets as of the date of distribution; and (d) the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations; PROVIDED, HOWEVER, that Gross Asset Values shall not be adjusted pursuant to this paragraph to the extent that the General Partner reasonably determines that an adjustment pursuant to paragraph (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d). At all times, Gross Asset Values shall be adjusted by any Depreciation taken into account with respect to the Partnership's -9- assets for purposes of computing Net Income and Net Loss. Any adjustment to the Gross Asset Values of Partnership property shall require an adjustment to the Partners' Capital Accounts; as for the manner in which such adjustments are allocated to the Capital Accounts, see clause (c) of the definition of Net Income and Net Loss in the case of adjustment by Depreciation, and clause (d) of said definition in all other cases. "IGC" shall mean the Indiana Gaming Commission and any successor agency. "INDEBTEDNESS" shall mean any obligation, whether or not contingent, (i) in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments, (ii) representing the balance deferred and unpaid of the purchase price of any property (including pursuant to capital leases), except any such balance that constitutes an accrued expense or a trade payable, if and to the extent any of the foregoing indebtedness would appear as a liability upon a balance sheet prepared on a consolidated basis in accordance with GAAP, (iii) to the extent not otherwise included, obligations under interest rate exchange, currency exchange, swaps, futures or similar agreements, and (iv) guaranties (other than endorsements for collection or deposit in the ordinary course of business), direct or indirect, in any manner (including, without limitation, reimbursement agreements in respect of letters of credit), of all or any part of any Indebtedness of any third party. "INDEMNITEE" shall mean any Person made or threatened to be made a party to a proceeding by reason of its status as a Partner or a trustee, director, officer, employee, agent, stockholder or Liquidating Trustee of the Partnership, a Partner or an Affiliate of a Partner. "INDIANA RIVERBOAT" shall mean a riverboat or dockside gaming facility and the ancillary structures and other facilities used in connection with the operation thereof located in Buffington Harbor, Indiana. "INDIANA RIVERBOAT ACT" shall mean the Indiana Riverboat Gambling Act, Ind. Code ss. 4-33-1-1 ET SEQ. "INITIAL LIMITED PARTNER" shall have the meaning set forth in the Preamble to this Agreement. "ISSUANCE COSTS" shall mean the underwriter's discount, placement fees, commissions or other expenses relating to the issuance of New Securities by the General Partner. "LIEN" shall mean any liens, security interests, mortgages, deeds of trust, pledges, options, escrows, collateral assignments, rights of first offer or first refusal, preemptive rights and any other similar encumbrances of any nature whatsoever. -10- "LIMITED PARTNER REPRESENTATIVE" shall have the meaning set forth in Section 10.6 hereof. "LIMITED PARTNERS" shall mean the Initial Limited Partner, those Persons listed under the heading "Limited Partners" on the signature page hereto in their respective capacities as limited partners of the Partnership, their permitted successors or assigns as limited partners hereof, and any Person who, at the time of reference thereto, is a limited partner of the Partnership. "LIQUIDATING TRUSTEE" shall mean such individual or Entity which is selected as the Liquidating Trustee hereunder by the General Partner, which individual or Entity may include the General Partner or an Affiliate of the General Partner; PROVIDED THAT, such Liquidating Trustee agrees in writing to be bound by the terms of this Agreement. The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding up of the Partnership and shall hold and exercise such other rights and powers granted to the General Partner herein or under the Act as are necessary or required to conduct the winding-up and liquidation of the Partnership's affairs and to authorize all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation and/or winding-up of the Partnership. "MAJOR DECISIONS" shall have the meaning set forth in Section 7.2 hereof. "MAJORITY-IN-INTEREST OF THE LIMITED PARTNERS" shall mean Limited Partner(s) (excluding the General Partner to the extent it Beneficially Owns any limited Partnership Interest) who hold in the aggregate more than fifty (50) percent of the Percentage Interests then allocable to and held by the Limited Partners (excluding the General Partner to the extent it Beneficially Owns any limited Partnership Interest), as a class. "MGC" shall mean the Mississippi Gaming Commission and any successor agency. "MINIMUM GAIN ATTRIBUTABLE TO PARTNER NONRECOURSE DEBT" shall mean "partner nonrecourse debt minimum gain" as determined in accordance with Regulation Section 1.704-2(i)(3). "MISSISSIPPI GAMING CONTROL ACT" shall mean the Gaming Control Act of Mississippi, Miss. Code ss. 75-76-1 ET SEQ. "NET INCOME" or "NET LOSS" shall mean, for each fiscal year or other applicable period, an amount equal to the Partnership's net income or loss for such year or period as determined for federal income tax purposes by the Accountants, determined in accordance with Section 703(a) of the Code (for -11- this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), with the following adjustments: (a) by including as an item of gross income any tax-exempt income received by the Partnership; (b) by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Code Section 709(b)) or to promote the sale of interests in the Partnership and by treating deductions for any losses incurred in connection with the sale or exchange of Partnership property disallowed pursuant to Section 267(a)(1) or Section 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code); (c) in lieu of depreciation, depletion, amortization and other cost recovery deductions taken into account in computing total income or loss, there shall be taken into account Depreciation; (d) gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of such property rather than its adjusted tax basis; (e) in the event of an adjustment of the Gross Asset Value of any Partnership asset which requires that the Capital Accounts of the Partnership be adjusted pursuant to Regulation Section 1.704-1(b)(2)(iv)(e), (f) and (m), the amount of such adjustment is to be taken into account as additional Net Income or Net Loss pursuant to Section 5.1; and (f) excluding any items specially allocated pursuant to Section 5.2. Once an item of income, gain, loss or deduction has been included in the initial computation of Net Income or Net Loss and is subjected to the special allocation rules in Section 5.2, Net Income and Net Loss shall be computed without regard to such item. "NEW SECURITIES" means Indebtedness or Equity Interests of the General Partner and any of its Subsidiaries other than the Partnership and its Subsidiaries; PROVIDED THAT, New Securities shall not include Class B Stock and Common Stock issued by THCR prior to the date of this Agreement. "NONRECOURSE DEDUCTIONS" shall have the meaning set forth in Sections 1.704-2(b)(1) and (c) of the Regulations. "NONRECOURSE LIABILITIES" shall have the meaning set forth in Section 1.704-2(b)(3) of the Regulations. "OUTSIDE BUSINESS ACTIVITY" shall mean any business other than (i) the ownership, acquisition and disposition of Partnership Interests as a General Partner or Limited Partner and (ii) the management of the business of the Partnership, and such activities as are incidental thereto, including, without limitation, the issuance of New Securities and the application of the proceeds thereof in compliance with the provisions of Section 7.10 of this Agreement. -12- "PARTNER NONRECOURSE DEBT" shall have the meaning set forth in Section 1.704-2(b)(4) of the Regulations. "PARTNER NONRECOURSE DEDUCTIONS" shall have the meaning set forth in Section 1.704-2(i)(2) of the Regulations. "PARTNERS" shall mean the General Partner and the Limited Partners, their duly admitted successors or assigns or any Person who is a partner of the Partnership at the time of reference thereto. "PARTNERSHIP" shall mean the limited partnership formed under the Act pursuant to this Agreement, and any successor thereto. "PARTNERSHIP INTEREST" shall mean the ownership interest of a Partner in the Partnership from time to time, including each Partner's Percentage Interest and such Partner's Capital Account. Wherever in this Agreement reference is made to a particular Partner's Partnership Interest it shall be deemed to refer to such Partner's Percentage Interest and shall include the proportionate amount of such Partner's other interests in the Partnership which are attributable to or based upon the Partner's Partnership Interest. "PARTNERSHIP MINIMUM GAIN" shall have the meaning set forth in Section 1.704-2(b)(2) of the Regulations. "PERCENTAGE INTEREST" shall mean, with respect to any Partner, the percentage ownership interest of such Partner in such items of the Partnership as to which the term "Percentage Interests" is applied in this Agreement, as specified in Schedule I hereto, as such Schedule may be amended from time to time. "PERMITTED HOLDER" with respect to any Partner shall mean (i) such Partner and (ii) if a natural person, the spouse and descendants of such Partner (including any related trusts controlled by, and established and maintained for the sole benefit of, such Partner or such spouse or descendants) and the estate of any of the foregoing. In addition, (x) TCI and Trump and (y) TCI-II and Trump shall each be Permitted Holders in respect of each other. "PERMITTED LIMITED PARTNERSHIP INTEREST LIEN" shall mean any Lien to which the limited Partnership Interest of a Limited Partner is subject; PROVIDED THAT, the terms of such Lien (other than a Lien on the proceeds (as defined in Section 9-306 of the Uniform Commercial Code) of, or right to receive distributions or payments with respect to, a limited Partnership Interest) must expressly acknowledge that the rights of the holder of such Lien, upon foreclosure, will be subject to the terms of the Exchange Rights Agreement. -13- "PERMITTED PARTNERS" shall have the meaning set forth in Section 5.1(b)(ii) hereof. "PERSON" shall mean any natural person or Entity. "PLAZA ASSOCIATES" shall mean Trump Plaza Associates, a New Jersey general partnership. "REDEMPTION DATE" shall mean the date fixed by the General Partner for the redemption of any Partnership Interests pursuant to Article XV hereof. "REDEMPTION SECURITIES" shall mean any debt or equity securities of the Partnership, any Subsidiary or any other corporation, or any combination thereof, having such terms and conditions as shall be approved by the General Partner and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the General Partner (which may be a firm which provides other investment banking, brokerage or other services to the Partnership), has a value, at the time notice of redemption is given pursuant to Section 15.3, at least equal to the Fair Market Value of the Partnership Interests to be redeemed pursuant to Article XV (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity). "REGULATIONS" shall mean the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). "RESTRICTED PARTNER" shall have the meaning set forth in Section 5.1(b)(ii) hereof. "RIGHTS" shall mean the exchange rights as provided in the Exchange Rights Agreement. "SEC" shall mean the United States Securities and Exchange Commission. "SPECIAL COMMITTEE" shall mean a committee of at least two (2) of the members of the board of directors of the General Partner, composed solely of directors who are not officers or employees of the General Partner and who are not Affiliates of Trump or any of his Affiliates; PROVIDED THAT, a director shall not be deemed to be an Affiliate of either Trump or his Affiliates solely by reason of his or her being a member of the board of directors of the General Partner or its Subsidiaries. "STOCK INCENTIVE PLAN" shall mean the General Partner's 1995 Stock Option Plan and such successor or additional plan as the General Partner may adopt. -14- "STOCK OPTION" shall mean an option to purchase Shares granted under the Stock Incentive Plan. "SUBSIDIARY" with respect to any Person shall mean a "subsidiary" as defined in Section 1-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended. "TAJ ASSOCIATES" shall have the meaning set forth in the Recitals to this Agreement. "TAJ MAHAL" shall mean the Trump Taj Mahal Casino Resort and the ancillary structures and other facilities used in connection with the operation thereof located in Atlantic City, New Jersey. "TAJ MAHAL MERGER TRANSACTION" shall have the meaning set forth in the Recitals to this Agreement. "TAX AMOUNTS" with respect to any year shall not exceed an amount equal to (a) the higher of (i) the product of (A) the taxable income of the Partnership (computed as if the Partnership were an individual) for such year as determined in good faith by the board of directors of the General Partner and (B) the Tax Percentage and (ii) the product of (A) the alternative minimum taxable income attributable to the Partnership (computed as if the Partnership were an individual) for such year as determined in good faith by the board of directors of the General Partner and (B) the Tax Percentage, reduced by (b) to the extent not previously taken into account, any income tax benefit attributable to the Partnership which could be realized (without regard to the actual realization) by its Partners in the current or any prior taxable year, or portion thereof, commencing on the date of this Agreement (including any tax losses or tax credits), computed at the applicable Tax Percentage for the year that such benefit is taken into account for purposes of this computation. Any part of the Tax Amount not distributed in respect of a tax period for which it is calculated shall be available for distribution in subsequent tax periods. "TAX DISTRIBUTION" shall mean distributions by the Partnership pursuant to Section 6.2 hereof. "TAX ITEMS" shall have the meaning set forth in Section 5.3(a). "TAX PAYMENT LOAN" shall have the meaning set forth in Section 6.4(a) hereof. "TAX PERCENTAGE" shall mean the highest, aggregate effective marginal rate of Federal, state and local income tax or, when applicable, alternative minimum tax, to which any Partner would be subject in the relevant year of determination (as certified to the General Partner by the Accountants); -15- PROVIDED, HOWEVER, that in no event shall the Tax Percentage be greater than the sum of (x) the highest, aggregate effective marginal rate of Federal, state, and local income tax, or when applicable, alternative minimum tax, to which the Partnership would have been subject if it were a C corporation for Federal income tax purposes, and (y) 5 percentage points. If any Partner is an S corporation, partnership, or similar pass-through entity for Federal income tax purposes, the Tax Percentage shall be computed based upon the tax rates applicable to the shareholder or partner of such Partner, as the case may be. "TCHI" shall mean Trump's Castle Hotel & Casino, Inc., a New Jersey corporation. "TCI" shall mean Trump Casinos, Inc., a New Jersey corporation. "TCI-II" shall have the meaning set forth in the Preamble to this Agreement. "THCR" shall mean Trump Hotels & Casino Resorts, Inc., a Delaware corporation. "THCR/LP" shall mean THCR/LP Corporation, a New Jersey corporation. "TRADING DAY" shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the Common Stock is are not listed or admitted to trading on any national securities exchange, shall mean a Business Day. "TRANSFER" shall have the meaning set forth in Section 9.5. "TRANSFER DETERMINATION" shall have the meaning set forth in Section 9.2(c). "TRUMP" shall have the meaning set forth in the Preamble to this Agreement. "TRUMP AC" shall mean Trump Atlantic City Associates, a New Jersey general partnership. "TRUMP PLAZA" shall mean the Trump Plaza Hotel and Casino and the ancillary structures and other facilities used in connection with the operation thereof located in Atlantic City, New Jersey. "TRUMP'S CASTLE" shall mean Trump's Castle Casino Resort and the ancillary structures and other facilities used in connection with the operation thereof located in Atlantic City, New Jersey. -16- "TRUMP'S CASTLE PROPERTY" shall have the meaning set forth in Section 5.3(c) hereof. "VALUATION DATE" shall mean any date as of which the value of New Securities, the Partnership, or any other property is to be determined for purposes of this Agreement. "WITHHOLDING TAX ACT" shall have the meaning set forth in Section 6.6(a) hereof. Section 1.2. ACCOUNTING TERMS AND DETERMINATIONS. All references in this Agreement to "generally accepted accounting principles" or "GAAP" shall mean generally accepted accounting principles in effect in the United States of America at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles, applied on a consistent basis. ARTICLE II. CONTINUATION OF PARTNERSHIP; BUSINESS OF PARTNERSHIP Section 2.1. CONTINUATION. The parties hereto do hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Act, for the purposes and upon the terms and conditions hereinafter set forth. The Partners agree that the rights and liabilities of the Partners shall be as provided in the Act, except as otherwise herein expressly provided. Section 2.2 NAME. (a) Subject to the provisions of paragraph (b) below, the name of the Partnership shall be Trump Hotels & Casino Resorts Holdings, L.P. or such other name as shall be chosen from time to time by the General Partner in its sole and absolute discretion. The inclusion of Trump's name in the name of the Partnership shall not be deemed to be evidence that Trump participates in the control of the business within the meaning of Section 17-303 of the Act or any comparable provision. (b) The Partnership shall conduct business and qualify as a foreign limited partnership under an assumed name, which shall not include the name of any Limited Partner, in any jurisdiction where the inclusion of a Limited Partner's name in the name of the Partnership would subject such Limited Partner to general liability for the Partnership's debts. -17- Section 2.3. CHARACTER OF THE BUSINESS. The purpose and business of the Partnership is through its Affiliates and Subsidiaries (a) to conduct casino gaming and to own and/or operate (i) Trump Plaza, (ii) the Taj Mahal, (iii) the Indiana Riverboat, (iv) Trump's Castle and (v) such other gaming properties and facilities as the Partnership may acquire in the future; (b) to do all things necessary, incidental, desirable or appropriate in connection with the foregoing; and (c) to otherwise engage in any enterprise or business in which a limited partnership may engage or conduct under the Act. Section 2.4. LOCATION OF PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Partnership shall be at 2500 Boardwalk, Atlantic City, New Jersey 08401, or such other location as shall be selected from time to time by the General Partner in its sole and absolute discretion. Section 2.5. REGISTERED AGENT AND REGISTERED OFFICE. The registered agent of the Partnership shall be The Corporation Trust Company, or such other Person as the General Partner may select in its sole and absolute discretion. The registered office of the Partnership in the State of Delaware shall be 1209 Orange Street, Wilmington, Delaware or such other location as the General Partner may from time to time select in its sole discretion. ARTICLE III. TERM Section 3.1. COMMENCEMENT. The Partnership's term commenced upon the filing of the Certificate with the Secretary of State of Delaware on March 28, 1995. Section 3.2. TERMINATION. The Partnership shall terminate on the close of business on the 31st day of December 2035, unless sooner terminated pursuant to Article VIII hereof. ARTICLE IV. CAPITAL CONTRIBUTIONS Section 4.1. CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS AND PERCENTAGE INTERESTS OF THE PARTNERS (a) Prior to the date hereof, (I) the General Partner and the Initial Limited Partner made or caused to be made the Capital Contributions set forth opposite their respective names on Schedule II hereto and (II) the General Partner, the Initial Limited Partner, THCR/LP and TCI made the Capital Contributions set forth opposite their -18- respective names on Schedule III hereto, and THCR/LP and TCI became Limited Partners of the Partnership. Effective as of the date hereof, the Initial Limited Partner and TCI-II shall make or cause to be made the Capital Contributions set forth opposite their respective names on Schedule IV hereto, and TCI-II shall become a Limited Partner of the Partnership. The General Partner, the Initial Limited Partner, THCR/LP and TCI hereby consent to the admission of TCI-II as a Limited Partner of the Partnership. As of the date hereof, each Partner shall have made or caused to be made the Capital Contributions set forth opposite such Partner's name on Schedule I hereto (which shall reflect the aggregate of such Partner's Capital Contributions as set forth on Schedules II, III and IV), and each Partner shall have the Percentage Interests in the Partnership set forth opposite such Partner's name in Schedule I, which Percentage Interests shall be adjusted as provided in Schedule I as amended by the General Partner from time to time after the date hereof to the extent necessary to reflect properly redemptions or conversions of Partnership Interests, Capital Contributions, the issuance of Additional Partnership Interests or any other event having an effect on a Partner's Percentage Interest, in each case to the extent permitted by and in accordance with this Agreement. Except to the extent specifically set forth in this Agreement with respect to the General Partner, the Partners shall have no obligation to make any additional Capital Contributions or loans to the Partnership, even if the failure to do so could result in the Bankruptcy or insolvency of the Partnership or any other adverse consequence to the Partnership. All surtax, documentary stamp tax or other transfer tax that may be imposed as a result of the foregoing Capital Contributions shall be paid by the Partnership. (b) Except as provided by law, (i) no Limited Partner shall be liable for any deficit in its Capital Account or (ii) except as provided in Section 6.2(b), be obligated to return any distributions of any kind received from the Partnership. (c) So long as the Initial Limited Partner and his Permitted Holders collectively beneficially own more than 10% of the issued and outstanding Partnership Interests, the General Partner shall notify such Partners no less than 60 days prior to any reduction of nonrecourse indebtedness or other indebtedness which such Partner may include in the basis of its interest in the Partnership (other than scheduled repayments of principal) in an amount greater than $10 million during any fiscal year. Upon receipt of such notice, such Partners shall be permitted, at their own expense, to undertake any action they desire to increase the "economic risk of loss," within the meaning of Regulation section 1.752-2, that the Initial Limited Partner and his Permitted Holders have with respect to the -19- liabilities of the Partnership; PROVIDED, HOWEVER, that the Initial Limited Partner and his Permitted Holders may not undertake any action that would have, in the reasonable judgment of a majority of the Special Committee, a material adverse tax impact on the Partnership, the General Partner or other Limited Partners. If the Initial Limited Partner or his Permitted Holders wish to undertake any action permitted pursuant to this section 4.1(c), the General Partner shall endeavor to cooperate with such Partners, PROVIDED THAT, such Partners shall promptly reimburse the General Partner for any reasonable costs incurred in providing such cooperation. Section 4.2. ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS AND SHARES. (a) The General Partner is authorized to cause the Partnership from time to time to issue to the General Partner, THCR/LP, the Initial Limited Partner and his Permitted Holders, TCI, and TCI-II, Partnership Interests ("ADDITIONAL PARTNERSHIP INTERESTS") in one or more classes, or one or more series of any of such classes, with such designations, preferences and participating, optional or other special rights, powers and duties, including rights, powers and duties which may be senior to interests in the Partnership theretofore issued, for consideration not less than the Fair Market Value thereof, and on such terms and conditions as shall be determined by the General Partner and, which special rights, powers and duties, without limitation, may relate to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership. (b) No Additional Partnership Interests shall be issued to the General Partner or any Subsidiary or nominee of the General Partner, unless either (i) the Additional Partnership Interests are issued in connection with an issuance of New Securities, the General Partner complies with all of the provisions of this Agreement, including, without limitation, Section 7.10(b) and (A) if such New Securities are Common Stock, such Additional Partnership Interests have terms equivalent to the Partnership Interest originally issued to the General Partner hereunder; PROVIDED, HOWEVER, in the case of the issuance of Common Stock as compensation for services rendered, the General Partner shall be deemed to have contributed to the Partnership as a Capital Contribution pursuant to Section 4.3 hereof an amount -20- equal to the product of (x) the Fair Market Value of the Common Stock (as of the Trading Day immediately preceding the date of issue of the deferred stock to such recipient), times (y) the number of shares of deferred Common Stock issued by the General Partner to such recipient; (B) if such New Securities are Stock Options, no Additional Partnership Interests shall be issued at the time of the issuance of such Stock Options; PROVIDED THAT, upon the exercise of such Stock Options, the General Partner shall contribute to the capital of the Partnership an amount equal to the exercise price of such Stock Options and shall be deemed to have contributed to the Partnership as a Capital Contribution pursuant to Section 4.3 hereof an amount equal to the product of (x) the Fair Market Value of the Common Stock (as of the Valuation Day immediately preceding the date on which the Stock Options are exercised), and (y) the number of shares of Common Stock issued upon the exercise of such Stock Options, and (C) if such New Securities are other than Common Stock or Stock Options, such Additional Partnership Interests have conversion, subscription, purchase and other terms equivalent to the terms of such New Securities; (ii) the Additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests; (iii) Additional Partnership Interests are issued in connection with any other contribution of value made by the General Partner to the Partnership not otherwise described in clauses (i) and (ii) of this Section 4.2(b); or (iv) the Additional Partnership Interests are issued with the written consent of all of the Limited Partners given in accordance with Section 13.2 hereof. (c) No Person shall have any preemptive, preferential or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership; or (ii) issuance or sale of any Partnership Interests. (d) The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement solely to reflect any increase in the Percentage Interests of any Partner and the corresponding reduction of the Percentage Interests of the other Partners in accordance with the provisions of this Section 4.2, and the General Partner shall promptly send a copy of such amendment to each Limited Partner. -21- Section 4.3. ADJUSTMENT OF PARTNERSHIP INTERESTS. Except with respect to a Capital Contribution described in Section 4.2(b)(i)(C), effective on each date on which a Partner has made a Capital Contribution to the Partnership (each an "Adjustment Date"), the Percentage Interest of each Partner shall be adjusted, which adjustment in the case of a Capital Contribution by the Initial Limited Partner or his Permitted Holders shall be subject to the approval of a majority of the Special Committee, such that the Percentage Interest of the Partner shall be equal to a fraction, (a) the numerator of which is equal to the sum of (i) the Deemed Partnership Interest Value of such Partner (computed as of the Trading Day immediately preceding the Adjustment Date) and (ii) the amount of the Capital Contribution contributed by such Partner on such Adjustment Date, and (b) the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Trading Day immediately preceding the Adjustment Date) and (ii) the amount of the Capital Contribution contributed by all Partners on such Adjustment Date. The General Partner shall promptly give each Limited Partner written notice of its Percentage Interest, as adjusted, and the Gross Asset Value shall be adjusted. Section 4.4. NO INTEREST ON OR RETURN OF CAPITAL CONTRIBUTION. No Partner shall be entitled to interest on its Capital Contribution or Capital Account. Except as provided herein or by law, no Partner shall have any right to demand or receive the return of its Capital Contribution. Section 4.5. ADJUSTMENT FOR CASTLE ACQUISITION. Notwithstanding anything to the contrary contained in this Agreement, the adjustments to the Partnership Interest of each Partner with respect to the Castle Acquisition shall be as set forth in Schedule I and Schedule IV hereof. ARTICLE V. ALLOCATIONS AND OTHER TAX AND ACCOUNTING MATTERS The Net Income, Net Loss and/or other Partnership items shall be allocated as follows: Section 5.1. ALLOCATIONS OF NET INCOME AND NET LOSS. (a) NET INCOME. Except as otherwise provided herein, Net Income for any fiscal year or other applicable period shall be allocated in the following order and priority: (i) First, to the Partners, until the cumulative Net Income allocated pursuant to this subparagraph (a)(i) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to subparagraph (b)(ii) hereof for all prior -22- periods, among the Partners in the reverse order that such Net Loss was allocated to the Permitted Partners pursuant to subparagraph (b)(ii) hereof. (ii) Thereafter, the balance of the Net Income, if any, shall be allocated to the Partners in accordance with their respective Percentage Interests. (b) NET LOSS. Except as otherwise provided herein, Net Loss of the Partnership for each fiscal year or other applicable period shall be allocated as follows: (i) To the Partners in accordance with their respective Percentage Interests. (ii) Notwithstanding subparagraph (b)(i) hereof, to the extent any Net Loss allocated to a Partner under subparagraph (b)(i) hereof or this subparagraph (b)(ii) would cause such Partner (a "RESTRICTED PARTNER") to have an Adjusted Capital Account Deficit as of the end of the fiscal year to which such Net Loss relates, such Net Loss shall not be allocated to such Restricted Partner and instead shall be allocated to the other Partner(s) (the "PERMITTED PARTNERS") pro rata in accordance with their relative Percentage Interests. Section 5.2. SPECIAL ALLOCATIONS. Notwithstanding any provisions of Section 5.1, the following special allocations shall be made, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order: (a) MINIMUM GAIN CHARGEBACK (NONRECOURSE LIABILITIES). If there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner's share of the net decrease in Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f)(6). This paragraph (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. -23- (b) MINIMUM GAIN ATTRIBUTABLE TO PARTNER NONRECOURSE DEBT. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year (other than due to the conversion, refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Partnership property (as further outlined in Regulation Section 1.704-2(i)(4))), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the Partner's share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2). This paragraph (b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (c) QUALIFIED INCOME OFFSET. In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Section 1.704-1(b)(2)(ii) (d)(4), (5), or (6), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This paragraph (c) is intended to constitute a "qualified income offset" under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) NONRECOURSE DEDUCTIONS. Nonrecourse Deductions for any fiscal year or other applicable period shall be allocated to the Partners in accordance with their respective Percentage Interests. For purposes of Regulation Section 1.752-3(a)(3), "excess nonrecourse liabilities" shall be allocated among the Partners in proportion to their respective Percentage Interests. (e) PARTNER NONRECOURSE DEDUCTIONS. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the Partner Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Section 1.704-2(b) (4) and (i) (1)). (f) ADDITIONAL ALLOCATIONS. Notwithstanding the foregoing, if, upon final dissolution and termination of the -24- Partnership and after taking into account all allocations of Net Income and Net Loss (and other Tax Items) under this Article V, the distributions to be made in accordance with the positive Capital Account balances would result in a distribution that would be different from a distribution under Section 6.3 hereof, then gross items of income and gain (and other Tax Items) for the taxable year of the final dissolution and termination (and, to the extent permitted under section 761(c) of the Code, gross items of income and gain (and other Tax Items) for the immediately preceding taxable year) shall be allocated to the Partners to increase or decrease their Capital Account balances, as the case may be, so that the final distribution will occur in the same manner as a distribution under Section 6.3 hereof. Section 5.3. TAX ALLOCATIONS. (a) GENERALLY. Subject to paragraphs (b) and (c) hereof, items of income, gain, loss, deduction and credit to be allocated for income tax purposes (collectively, "TAX ITEMS") shall be allocated among the Partners on the same basis as their respective book items. (b) SECTIONS 1245/1250 RECAPTURE. If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 ("AFFECTED GAIN"), except to the extent that the tax treatment of such sale is governed by section 704(c) of the Code as provided under Section 5.3(c) hereof, then (i) such Affected Gain, to the extent attributable to depreciation or amortization allowed or allowable for any taxable period subsequent to the date hereof, shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (ii) other Tax Items of gain of the same character that would have been recognized, but for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to clause (i) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income or Net Loss for such respective period. (c) ALLOCATIONS RESPECTING SECTION 704(C). (i) Property contributed to the Partnership shall be subject to Section 704(c) of the Code and Regulation Section 1.704-3 so that -25- notwithstanding Section 5.2 hereof, taxable gain and loss from disposition of such property contributed to the Partnership that is subject to section 704(c) of the Code shall be allocated on a property by property basis in accordance with the Regulations promulgated thereunder. Notwithstanding the foregoing, tax depreciation and amortization with respect to Partnership property contributed by a Partner (x) pursuant to the Contribution Agreement between the Partnership and the Initial Limited Partner, dated as of June 12, 1995, (y) pursuant to the 1996 Contribution Agreement among Trump, TCI, THCR/LP and the Partnership, dated as of April 17, 1996, and (z) pursuant to the Castle Acquisition Agreement and the documents of transfer executed in connection therewith, dated as of the date hereof, shall be allocated on an aggregate basis for purposes of complying with the requirements of Section 704(c) of the Code, taking into account, for any particular taxable year for which such allocation is made, the aggregate amount of depreciation and amortization allowable with respect to the aggregate basis of such Partnership properties determined as of the respective date of contribution (and not taking into account (i) any increase in the basis of such properties resulting from improvements thereon made by the Partnership subsequent to the respective date of contribution or (ii) any additional basis resulting from any new property purchased by the Partnership in a taxable transaction subsequent to the respective date of contribution); PROVIDED THAT, the General Partner shall not specially allocate any Tax Items other than items of depreciation and amortization referred to in this Section 5.3 (c) (i) to cure for the effect of the ceiling rule set forth in Regulation Section 1.704-3(b), except as specifically provided in subparagraph (c) (ii) hereof. The Partnership shall allocate items of income, gain, loss and deduction allocated to it by a partnership to the Partner or Partners contributing the interest or interests in such partnership, so that, to the greatest extent possible and consistent with the foregoing, such contributing Partner or Partners are allocated the same amount and character of items of income, gain, loss and deduction with respect to such partnership that they would have been allocated had they contributed undivided interests in the assets owned by such partnership to the Partnership in lieu of contributing the interest or interests in the partnership to the Partnership. (ii) Notwithstanding subparagraph (c)(i) hereof, the Partnership shall make reasonable curative allocations in accordance with Regulations Section 1.704-3(c): (A) first, to THCR, THCR/LP and TCI of Tax Items consisting of depreciation, amortization or other -26- cost-recovery deductions that would have been otherwise allocable to Trump pursuant to subparagraph (c)(i) hereof and the provisions of Regulations Section 1.704-3 without any curative or remedial allocations, and then (B) second, to Trump of Tax Items of gross income as provided below. These reasonable curative allocations shall be made solely for the purpose of providing THCR, THCR/LP and TCI with the tax equivalent of the depreciation and amortization deductions that would have been allocated annually to THCR, THCR/LP and TCI pursuant to subparagraph (c)(i) hereof had the basis of the interest held by Trump in Castle Associates as of the date hereof been equal to $100,294,369, as such amount would have been adjusted to reflect deductions for the portion of 1996 ending immediately prior to the date hereof. The Tax Items that shall be allocated pursuant to this subparagraph are limited to, first, to the extent available, tax depreciation, amortization and other cost-recovery deductions, and, second, to the extent necessary to satisfy the purpose described in the preceding sentence, items of gross income (y) the allocation of which is expected to have substantially the same effect to THCR, THCR/LP and TCI as would an allocation to THCR, THCR/LP and TCI of depreciation and amortization deductions with respect to the property contributed by Trump pursuant to the Castle Acquisition Agreement and the documents of transfer executed in connection therewith ("Trump's Castle Property"), or (z) from the disposition of Trump's Castle Property. (iii) The tax allocations made pursuant to this paragraph (c) shall be reflected only in the tax capital accounts of the Partners and shall have no effect on their Capital Accounts. Section 5.4. BOOKS OF ACCOUNT. At all times during the continuance of the Partnership, the General Partner shall maintain or cause to be maintained full, true, complete and correct books of account in accordance with GAAP, using the calendar year as the fiscal and taxable year of the Partnership. In addition, the Partnership shall keep all records required to be kept pursuant to the Act. Section 5.5. TAX MATTERS PARTNER. The General Partner is hereby designated as the Tax Matters Partner within the meaning of Section 6231(a)(7) of the Code for the Partnership; PROVIDED, HOWEVER, that (i) in exercising its authority as Tax Matters Partner, the General Partner shall be limited by the provisions of this Agreement affecting tax aspects of the Partnership; (ii) the General Partner shall consult in good faith with the Limited Partner Representative regarding the filing of a Code Section 6227(b) administrative adjustment request with respect to the Partnership or a Contributed Property before -27 filing such request, it being understood, however, that the provisions hereof shall not be construed to limit the ability of any Partner, including the General Partner, to file an administrative adjustment request on its own behalf pursuant to Section 6227(a) of the Code; (iii) the General Partner shall consult in good faith with the Limited Partner Representative regarding the filing of a petition for judicial review of an administrative adjustment request under Section 6228 of the Code, or a petition for judicial review of a final partnership administrative judgment under Section 6226 of the Code relating to the Partnership before filing such petition; (iv) the General Partner shall give prompt notice to the Limited Partner Representative and any notice partners under Section 6231 of the Code of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine or audit Partnership income tax returns for any year, receipt of written notice of the beginning of an administrative proceeding at the Partnership level relating to the Partnership under Section 6223 of the Code, receipt of written notice of the final Partnership administrative adjustment relating to the Partnership pursuant to Section 6223 of the Code, and receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Partnership and (v) the General Partner shall promptly notify the Limited Partner Representative if the General Partner does not intend to file for judicial review with respect to the Partnership. Section 5.6. TAX ELECTIONS AND RETURNS. All elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole and absolute discretion, except that the General Partner shall, if requested by a Limited Partner or a transferee, file an election on behalf of the Partnership pursuant to Section 754 of the Code to adjust the basis of the Partnership property in the case of a transfer of a Partnership Interest or distribution from the Partnership, including transfers made in connection with the exercise of the Rights, made in accordance with the provisions of this Agreement. The General Partner shall cause the Accountants to prepare and submit to the Limited Partner Representative on or before March 31st of each year for review drafts of all federal and state income tax returns of the Partnership. If the Limited Partner Representative determines that any modifications to the tax returns of the Partnership should be considered, the Limited Partner Representative shall, within fifteen (15) days following receipt of such tax returns from the Accountants or the General Partner, indicate to the Accountants or to the General Partner the suggested revisions to the tax returns, which returns shall be resubmitted to the Limited Partner Representative for its review and approval. The Limited Partner Representative shall complete its review of the resubmitted returns within ten (10) days after receipt thereof from the Accountants or the General Partner. The General Partner shall consult in good faith with the Limited Partner Representative regarding any proposed -28- modifications to the tax returns of the Partnership, PROVIDED THAT, (i) a majority of the Special Committee shall make the final decision, in light of the best interest of all Partners, of whether to accept or reject any such proposed modifications, which decision shall be binding upon the Partnership and all of the Partners and (ii) no Partner shall, unless otherwise required by applicable law, take any position for income tax purposes or otherwise that is inconsistent with such final decision of the majority of the Special Committee. A statement of the allocation of Net Income or Net Loss of the Partnership shown on the annual income tax returns prepared by the Accountants shall be transmitted and delivered to the Limited Partner Representative within ten (10) days of the receipt thereof by the Partnership. The General Partner shall be responsible for preparing and filing all federal and state tax returns for the Partnership and furnishing copies thereof to the Partners, together with required Partnership schedules showing allocations of tax items, all within the period of time prescribed by law. The General Partner shall use reasonable efforts to make available to the Limited Partners final Forms K-1 not later than March 31 of each year. Notwithstanding the foregoing, (x) Trump shall have the right to control the resolution of tax matters affecting or relating to Taj Associates in respect of periods ending on or prior to April 17, 1996, including requiring the Partnership, Trump AC and Taj Associates to adjust the tax basis of assets held by Taj Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Taj Associates as of the date hereof and contributions of the interests in Taj Associates to Trump AC and (y) Trump shall have the right to control the resolution of tax matters affecting or relating to Castle Associates in respect of periods ending on or prior to the date hereof, including requiring the Partnership, TCHI and Castle Associates to adjust the tax basis of assets held by Castle Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Castle Associates as of the date hereof and contributions of the interests in Castle Associates to the Partnership. Section 5.7. TAX CERTIFICATIONS. (a) The Partnership shall deliver to each partner in the manner provided in Section 16.1, from time to time as necessary to implement timely the provisions of this Agreement, certificates executed by its chief financial officers and the Accountants indicating the respective calculations with respect to, and the amounts of, a Partner's share of Tax Distributions and the amount of any repayments to the Partnership called for thereunder, together with supporting schedules in reasonable detail all -29- as of each pertinent date and delivered at least 15 business days prior to the date payment is due. (b) The certificates delivered pursuant to paragraph (a) hereof shall be deemed approved by all parties and the Partnership shall act upon such certificates as provided in this Agreement unless within five business days of delivery of such certificate a Partner objects to the contents of any certificate by written notice in detail sufficient to state the basis for the objection. The Partners shall negotiate in good faith to resolve such objection. ARTICLE VI. DISTRIBUTIONS Section 6.1. GENERAL. Distributions of cash or property may be made in accordance herewith at such times as the General Partner deems appropriate in the order provided in this Article VI, subject to the limitations, if any, set forth in the agreements governing the Partnership's Indebtedness. Section 6.2. DISTRIBUTIONS FOR TAXES. (a) The Partnership shall distribute to each Partner in one or more payments, including payments described in paragraph (b) from time to time during each year, but in no event later than March 1 of the year immediately following such year, an aggregate cash sum equal to the product of (i) Tax Amounts in respect of the taxable year, or portion thereof, for which such distribution is being made and (ii) the Partner's Percentage Interest. In addition, the Partnership shall make additional pro rata distributions as are necessary to reflect adjustments, as determined in good faith by the board of directors of the General Partner, to any item affecting Tax Amounts, as reflected on the Partnership's tax return, as it may be amended from time to time, or as a result of a concluded tax audit. (b) In addition to the certificates required by Section 5.7, the Partnership shall furnish the Partners with such information as they shall reasonably request from time to time respecting estimates of the Partnership's taxable income or loss (and items thereof) for any fiscal year or portion thereof. If, in any year, any Partner shall be required to make federal, state or local estimated income tax payments under applicable law and regulations, then, at least thirty (30) days prior to the date (the "Estimated Payment Date") upon which any such payments are due, the Partnership shall deliver to each Partner the certificates required by Section 5.7, indicating the amount (the -30- "Estimated Payment") of the tax in respect of the respective Tax Amounts due on the Estimated Payment Date, and not later than fifteen (15) days prior to such Estimated Payment Date, the Partnership shall pay to such Partner an amount equal to such Estimated Payment. The amount of each Estimated Payment received by such Partner shall be treated as a non-interest bearing advance against the amounts distributable in respect of such Partner's pro rata share of Tax Amounts to such Partner for such year. If the aggregate amount of the Estimated Payments received by a Partner for any year shall exceed the distribution to which such Partner actually is entitled under paragraph (a) above, such Partner shall forthwith repay such excess to the Partnership on or before the date set forth in paragraph (a) above, unless such excess shall have been paid to taxing authorities in which event such excess shall be applied to reduce the amount otherwise distributable pursuant to this Section 6.2 in respect of the Partnership's next succeeding fiscal year or years. Each Partner shall seek, to the extent entitled thereto, and contribute to the Partnership any refund of taxes paid by such Partner out of amounts distributed pursuant to this Section 6.2 promptly after receipt of such refund. Section 6.3. OTHER DISTRIBUTIONS. After payments and distributions, if any, of the amounts set forth in Section 6.2 above, the Partnership may distribute, in the discretion of a majority of the board of directors of the General Partner, cash or other property, valued at its Fair Market Value, to the Partners. Any such distributions shall be made pro rata in accordance with their Percentage Interests. Section 6.4. WITHHOLDING PAYMENTS REQUIRED BY LAW. (a) Unless treated as a Tax Payment Loan (as hereinafter defined), any amount paid by the Partnership for or with respect to any Partner on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Partnership pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a "WITHHOLDING TAX ACT") shall be treated as a distribution to such Partner for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to such Partner, unless and to the extent that funds shall have been provided by such Partner pursuant to the last sentence of this Section 6.4(a), the excess shall constitute a loan from the Partnership to such Partner (a "TAX PAYMENT LOAN") which shall be payable upon demand and shall bear interest, from the date that the Partnership makes the payment to the -31- relevant taxing authority, at the rate announced from time to time by Citibank, N.A. (or any successor thereto) as its "prime rate", compounded monthly (but in no event higher than the highest interest rate permitted by applicable law). So long as any Tax Payment Loan to any Partner or the interest thereon remains unpaid, the Partnership shall make future distributions due to such Partner under this Agreement by applying the amount of any such distributions first to the payment of any unpaid interest on such Tax Payment Loan and then to the repayment of the principal thereof, and no such future distributions shall be paid to such Partner until all of such principal and interest has been paid in full. If the amount required to be remitted by the Partnership under the Withholding Tax Act exceeds the amount then otherwise distributable to a Partner, the Partnership shall notify such Partner at least five (5) Business Days in advance of the date upon which the Partnership would be required to make a Tax Payment Loan under this Section 6.4(a) (the "TAX PAYMENT LOAN DATE") and provide such Partner the opportunity to pay to the Partnership, on or before the Tax Payment Loan Date, all or a portion of such deficit. (b) The General Partner shall have the authority to take all actions necessary to enable the Partnership to comply with the provisions of any Withholding Tax Act applicable to the Partnership and to carry out the provisions of this Section 6.4. Nothing in this Section 6.4 shall create any obligation on the General Partner to advance funds to the Partnership or to borrow funds from third parties in order to make any payments on account of any liability of the Partnership under a Withholding Tax Act. (c) In the event that a Tax Payment Loan is not paid by a Limited Partner within thirty (30) days after written demand therefor is made by the General Partner, the General Partner may cause all distributions that would otherwise be made to such Limited Partner to be retained by the Partnership, up to the amount necessary to repay such Tax Payment Loan, including all accrued and unpaid interest thereon, and such retained distributions shall be applied against, FIRST, the accrued interest on and, SECOND, the principal of, such Tax Payment Loan. Section 6.5. NON-RECOURSE. Notwithstanding any other provisions of this Agreement, the obligations to make distributions contemplated hereby shall be limited to the assets of the Partnership and shall be non-recourse with respect to the Partners and any of their assets. -32- ARTICLE VII. RIGHTS, DUTIES AND RESTRICTIONS OF THE GENERAL PARTNER Section 7.1. POWERS AND DUTIES OF GENERAL PARTNER. (a) The General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise expressly provided in this Agreement, and subject to the limitations contained in Section 7.2 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the Partnership's business and the purposes for which the Partnership was organized. Except as otherwise expressly provided herein, and subject to Section 7.2 hereof, the General Partner shall, on behalf of, and at the expense of, the Partnership, have the right, power and authority: (i) to manage, control, invest, reinvest, acquire by purchase, lease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage, abandon, improve, repair, maintain, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the business or purposes of the Partnership; (ii) to acquire, directly or indirectly, interests in gaming ventures of any kind and of any type, and any and all kinds of interests therein (including, without limitation, Entities investing therein), and to determine the manner in which title thereto is to be held; to manage (directly or through management agreements), insure against loss, protect and subdivide any of such gaming ventures, interests therein or parts thereof; and to participate in the ownership, management and operation of any gaming venture; (iii) to employ, engage, indemnify or contract with or dismiss from employment or engagement Persons to the extent deemed necessary or appropriate by the General Partner for the operation and management of the Partnership's business, including but not limited to contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers and others; -33- (iv) to enter into contracts on behalf of the Partnership, and to cause all General Partner Expenses to be paid; (v) to borrow or loan money, obtain or make loans and advances from and to any Person for Partnership purposes and to apply for and secure from or accept and grant to any Person credit or accommodations; to contract liabilities and obligations (including interest rate swaps, caps and hedges) of every kind and nature with or without security; and to repay, collect, discharge, settle, adjust, compromise or liquidate any such loan, advance, obligation or liability; (vi) to grant security interests, mortgage, assign, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, personal property and real estate and interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds, bills of sale and contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive agreements, undertakings and instruments of every kind and nature; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which the General Partner may deem necessary, proper or advisable to effect or accomplish any of the foregoing or to carry out the business and purposes of the Partnership; (vii) to acquire and enter into any contract of insurance (including, without limitation, general partner liability and partnership reimbursement insurance policies) which the General Partner may deem necessary or appropriate; (viii) to conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into or from any account in -34- the Partnership's name; to make deposits into and withdrawals from the Partnership's bank accounts and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; (ix) to demand, sue for, receive and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms, with or without security; (x) to acquire interests in and contribute money or property to any limited or general partnerships, joint ventures, Subsidiaries or other Entities as the General Partner deems desirable and to conduct the Partnership's business through such Entities; (xi) to maintain or cause to be maintained the Partnership's books and records; (xii) to prepare and deliver, or cause to be prepared and delivered, all financial and other reports with respect to the operations of the Partnership, and preparation and filing of all tax returns and reports; (xiii) to do all things which are necessary or advisable for the protection and preservation of the Partnership's business and assets, and to execute and deliver such further instruments and undertake such further acts as may be necessary or desirable to carry out the intent and purposes of this Agreement and as are not inconsistent with the terms hereof; and (xiv) in general, to exercise all of the general rights, privileges and powers permitted to be had and exercised under the Act. (b) Except as otherwise provided in this Agreement, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably -35- available to it for the performance of such duties, and nothing herein contained shall be deemed to require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any specific liability or litigation on behalf of the Partnership. (c) Notwithstanding the provisions of Section 7.1(a), the Partnership shall not commingle its funds with those of any Affiliate or other Entity; funds and other assets of the Partnership shall be separately identified and segregated; all of the Partnership's assets shall at all times be held by or on behalf of the Partnership, and, if held on behalf of the Partnership by another Entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Partnership; and the Partnership shall maintain its own separate bank accounts, payroll and books of account. (d) Notwithstanding the provisions of Section 7.1(a), the Partnership shall pay from its own assets all obligations of any kind incurred by the Partnership. Section 7.2. MAJOR DECISIONS. The General Partner shall not, without the prior Consent of the Limited Partners undertake, on behalf of the Partnership, any of the following actions at any time that the Limited Partners (not including the General Partner) own in the aggregate more than ten percent (10%) of the issued and outstanding Partnership Interests (the "MAJOR DECISIONS"): (a) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; (b) institute any proceedings for Bankruptcy on behalf of the Partnership; or (c) dissolve the Partnership. Without the consent of all the Limited Partners, the General Partner shall have no power to do any act in contravention of this Agreement or possess any Partnership property for other than a Partnership purpose. In addition, the General Partner shall have no power to do any act in contravention of applicable law. Section 7.3. REIMBURSEMENT OF THE GENERAL PARTNER. (a) Except as provided in this Section 7.3 and elsewhere in this Agreement (including the provisions of Articles VI and VIII), the General Partner shall not receive -36- payments from, or be compensated for its services as general partner of, the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all General Partner Expenses. The Partners agree that the General Partner Expenses shall be deemed to be incurred on behalf of the Partnership. The General Partner represents that, except as permitted by Section 7.4, its sole business is the ownership of direct and indirect interests in and operation of the Partnership and as such all of the General Partner Expenses will be incurred for the benefit of the Partnership. Section 7.4. OUTSIDE ACTIVITIES OF THE GENERAL PARTNER. Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any Outside Business Activity. Section 7.5. CONTRACTS WITH AFFILIATES. (a) The Partnership may engage in transactions and enter into contracts with Affiliates which are on terms that are no less favorable to the Partnership than would be available at the time of such transaction or transactions in a comparable transaction in arm's-length dealings with an unaffiliated third party; PROVIDED THAT, the foregoing shall not limit any of the transactions relating to the Taj Mahal Merger Transaction or the Castle Acquisition. (b) Notwithstanding the foregoing: (i) No compensation shall be paid directly or indirectly to the Initial Limited Partner by the Partnership or any of its Subsidiaries, except (A) as set forth in the Executive Agreement, as in effect on the date of this Agreement, (B) the Services Agreement between Plaza Associates and the Initial Limited Partner, as in effect on the date of this Agreement, (C) the Services Agreement between Castle Associates and TCI-II, as in effect on the date of this Agreement, or (D) with the approval of the Compensation Committee of the board of directors of the General Partner; and (ii) The Partnership and its Subsidiaries shall not enter into any management, services, consulting or similar agreements with the Initial Limited Partner or any of his Affiliates, except (A) the Executive Agreement, as in effect on the date of this Agreement, (B) the Services Agreement between Plaza Associates and the Initial Limited Partner, as in effect on the date of this Agreement, (C) the Services Agreement between Castle Associates and TCI-II, as in -37- effect on the date of this Agreement, or (D) employment agreements in the ordinary course of business, consistent with industry practice, which are approved by the Compensation Committee of the board of directors of the General Partner. Section 7.6. TITLE TO PARTNERSHIP ASSETS. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an Entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby acknowledges and confirms that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; PROVIDED, HOWEVER, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held. Section 7.7. RELIANCE BY THIRD PARTIES. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest, both legally and beneficially. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. -38- Section 7.8. LIABILITY OF THE GENERAL PARTNER. (a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary or other damages to the Partnership, any of the Partners or any assignee of any interest of any Partner for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith without fraud, gross negligence, willful misconduct or a breach of the General Partner's fiduciary duties to the Limited Partners. The General Partner shall not be obligated to make any additional payments from its own funds or Capital Contributions for the purpose of returning any capital of the Limited Partners. (b) Subject to its obligations and duties as General Partner set forth in Section 7.1 hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any act of any such agent appointed by it in good faith and without gross negligence including, without limitation, any willful misconduct or gross negligence on the part of any such agent. Section 7.9. OFFICERS OF THE PARTNERSHIP. The Partnership shall have such officers, if any, as the General Partner from time to time may in its discretion elect or appoint. The Partnership may also have such agents, if any, as the General Partner from time to time may in its discretion choose. Each officer shall have such duties and powers as are commonly incident to his or her office and such additional duties and powers as the General Partner may from time to time designate. Each officer and agent shall retain his or her authority at the pleasure of the General Partner. Section 7.10. COVENANTS OF THCR REGARDING THE ISSUANCE OF NEW SECURITIES. THCR hereby covenants and agrees that so long as it is a General Partner: (a) THCR shall not issue any additional shares of Class B Stock, except to the Initial Limited Partner and his Permitted Holders. (b) THCR shall not issue any additional New Securities, other than pro rata to all holders of Common Stock unless (x) the General Partner shall cause the Partnership to issue to THCR (or, in the absence of such issuance, there shall be deemed to have been issued to THCR) Additional Partnership Interests, as provided in Section 4.2(b)(i) and (y) THCR contributes the gross proceeds (net of any Issuance Costs not paid by the Partnership, which -39- Issuance Costs shall be deemed to have been contributed to the Partnership as a Capital Contribution for purposes of Section 4.3), if any, from the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. (c) In connection with any issuance of New Securities pursuant to paragraph (b) of this Section 7.10, THCR shall make a Capital Contribution to the Partnership of the gross proceeds (net of any Issuance Costs not paid by the Partnership) raised in connection with such issuance (and any proceeds paid upon conversion or exchange of the New Securities) and the Partnership shall, as agent for THCR, simultaneously pay the Issuance Costs to the extent included in General Partner Expenses, and credit such contribution to the capital account of THCR. Section 7.11. OTHER MATTERS CONCERNING THE GENERAL PARTNER. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion of such Persons as to matters which the General Partner reasonably believes to be within such Person's professional or expert competence and in accordance with such advice or opinion shall be prima facie evidence that such actions have been done or omitted in good faith. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any attorney or attorneys-in-fact duly appointed by the General Partner. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty which is permitted or required to be done by the General Partner hereunder. -40- ARTICLE VIII. DISSOLUTION, LIQUIDATION AND WINDING-UP Section 8.1. ACCOUNTING. In the event of the dissolution, liquidation and winding-up of the Partnership, a proper accounting shall be made of the Capital Account of each Partner and of the Net Income or Net Loss of the Partnership from the date of the last previous accounting to the date of dissolution. Section 8.2. DISTRIBUTION ON DISSOLUTION. In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order: (a) Payment of creditors of the Partnership, including creditors who are Partners or former Partners; (b) Establishment of reserves as provided by the Liquidating Trustee to provide for contingent liabilities, if any; and (c) To the Partners in accordance with the positive balances in their Capital Accounts after giving effect to all contributions, distributions and allocations for all periods. Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to paragraph (b) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the provisions of this Section 8.2. Section 8.3. TIMING REQUIREMENTS. (a) In the event that the Partnership is "liquidated" within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, any and all distributions to the Partners pursuant to Section 8.2(c) hereof shall be made no later than the later to occur of (i) the last day of the taxable year of the Partnership in which such liquidation occurs or (ii) ninety (90) days after the date of such liquidation. (b) Notwithstanding the provisions of Section 8.2 hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidating Trustee determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidating Trustee may, in its sole and absolute discretion, defer for a reasonable time the -41- liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners which are creditors of the Partnership) and/or, with the Consent of the Limited Partners, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 8.2 hereof, undivided interests in such Partnership assets as the Liquidating Trustee deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidating Trustee, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidating Trustee deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidating Trustee shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. Section 8.4. DOCUMENTATION OF LIQUIDATION. Upon the completion of the dissolution and liquidation of the Partnership, the Partnership shall terminate and the Liquidating Trustee shall have the authority to execute and record any and all documents or instruments required to effect the dissolution, liquidation and termination of the Partnership. Section 8.5. DISSOLUTION. The Partnership shall be dissolved upon the occurrence of any of the following events: (a) the dissolution, liquidation, termination, withdrawal, death, insanity, retirement or Bankruptcy of the last remaining General Partner or other event causing dissolution under the Act; (b) the election to dissolve the Partnership made in writing by the General Partner with the Consent of the Limited Partners; (c) the sale or other disposition of all or substantially all of the assets of the Partnership unless the General Partner elects to continue the Partnership business for the purpose of the receipt and the collection of indebtedness or the collection of any other consideration to be received in exchange for the assets of the Partnership (which activities shall be deemed to be part of the winding up of the affairs of the Partnership); or (d) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act, which decree is final and not subject to appeal. Following an event causing a dissolution of the Partnership, the Partnership shall be wound-up and terminated -42- unless the business of the Partnership is continued by the Partnership in reconstituted form pursuant to Section 8.6. Section 8.6. CONTINUATION OF THE PARTNERSHIP. The Partners hereby waive their right of partition and agree, that except as provided in Section 9.7, they shall not do anything that would terminate the Partnership prior to the expiration of its term without the prior Consent of the Limited Partners. Upon the bankruptcy, dissolution, liquidation, withdrawal, death, retirement or insanity of any General Partner (a "Disabling Event"), or any other event of dissolution under the Act, within 90 days thereafter, all of the remaining Partners (or, to the extent permitted under the Act, such lesser number or percentage of the Partners, but in no event less than a majority-in-interest of the remaining Partners) may (a) elect to reconstitute the Partnership and continue its business, and (b) in the case of an event as a result of which there is no longer a party serving as general partner of the Partnership, select a substitute General Partner, which substitute General Partner accepts such election and agrees to serve as General Partner. Such successor General Partner shall thereupon succeed to the rights and obligations of the General Partner as provided in Section 9.1. A General Partner which has suffered a Disabling Event shall automatically be converted to a Limited Partner having none of the voting rights or privileges provided hereunder for the election to reconstitute the Partnership as provided above. ARTICLE IX. TRANSFER AND REDEMPTION OF PARTNERSHIP INTERESTS; CERTAIN CONSENT RIGHTS Section 9.1. GENERAL PARTNER TRANSFER. (a) Except as set forth in Section 9.7, during such time as the Limited Partners (not including the General Partner) own in the aggregate more than ten percent (10%) of the issued and outstanding Partnership Interests, the General Partner shall not withdraw from the Partnership and shall not Transfer all or any portion of its interest in the Partnership without the Consent of the Limited Partners. (b) Upon any Transfer of a Partnership Interest by the General Partner in accordance with the provisions of this Section 9.1 (other than in connection with the granting of a Lien), the transferee General Partner shall become vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest -43- so acquired. It shall be a further condition to any Transfer otherwise permitted hereunder (other than in connection with the granting of a Lien) that the transferee assumes by express agreement (or pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the General Partner are assumed by a successor corporation by operation of law) all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners. In connection with any such permitted Transfer (other than in connection with the granting of a Lien), the successor General Partner shall be deemed admitted as such immediately prior to the effective time of the Transfer from the transferor General Partner and shall continue the business of the Partnership without dissolution. (c) If the General Partner withdraws or retires from the Partnership, in violation of this Agreement, (i) any remaining general partner may continue the Partnership business or (ii) within 90 days thereafter, all of the remaining Partners (or, to the extent permitted under the Act, such lesser number or percentage of the Partners, but in no event less than a majority-in-interest of the remaining Partners) may elect to continue the Partnership business pursuant to Section 8.6. Section 9.2. TRANSFERS BY LIMITED PARTNERS. (a) No Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of its Partnership Interest to any Person without the prior written consent of the General Partner, including a majority of the Special Committee, which consent shall not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that no such consent shall be required for (i) a Transfer of Partnership Interests pursuant to Article XII hereof, (ii) a Transfer of Partnership Interests to a Permitted Holder, (iii) the subjecting of a Limited Partnership Interest to a Permitted Limited Partnership Interest Lien or (iv) the subsequent foreclosure on such a Permitted Limited Partnership Interest Lien. (b) It shall be a further condition to any Transfer (other than the granting of a Permitted Limited Partnership Interest Lien) otherwise permitted hereunder (including upon the foreclosure of any Lien) that the transferee assume by operation of law or express agreement -44- all of the obligations of the transferor Limited Partner under this Agreement (including, without limitation, under Article IX) with respect to such transferred Partnership Interest and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its reasonable discretion (it being understood that, without limiting the generality of Section 9.5, a transferor Partner shall be deemed relieved from such obligations, without the necessity of any such approval, in respect of Partnership Interests transferred to the General Partner pursuant to Article XII hereof). Upon such Transfer, the transferee shall, subject to Section 9.2(d), be admitted as a substituted Limited Partner and shall succeed to all of the rights, including rights with respect to Article XII hereof, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner (which succession, in the event of a pledge, may be entered into and become effective at the time of foreclosure or other realization of such pledge). Any transferee, whether or not admitted as a substituted Limited Partner, shall succeed to the obligations of the transferor hereunder (unless such transfer is a pledge, encumbrance, hypothecation or mortgage or except as otherwise provided herein). Unless admitted as a Limited Partner pursuant to, and in accordance with, the terms hereof, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have rights hereunder, other than (i) to receive such portion of the distributions made by the Partnership as are allocable to the Percentage Interest transferred and (ii) under Article XII hereof. (c) In addition to any other restrictions on transfer provided herein, no Partnership Interest of a Limited Partner shall be transferable unless the General Partner has determined by written notification (a "TRANSFER DETERMINATION") to the transferring Limited Partner, which Transfer Determination shall not be unreasonably withheld and shall be deemed given if not refused within ten Business Days of the notice to the Partnership of a proposed transfer; PROVIDED THAT, the proposed transferor and transferee have promptly responded in writing to the reasonable requests, if any, of the General Partner for additional information sufficient for the General Partner to determine the matters set forth in this Section 9.2(c), that either (i) such transfer will not cause (x) any lender to the Partnership to hold in excess of ten (10) percent of the aggregate Partnership Interests or any other percentage of the Partnership Interest that would, pursuant to the Regulations under Section 752 of the Code or any successor provision, cause a loan by such lender to constitute Partner -45- Nonrecourse Debt, (y) a transfer of a Partnership Interest the value of which would have been less than $20,000 when issued, or (z) a prohibited transaction (as defined in section 4975(c) of the Code or Section 406 of ERISA) to occur, or the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e)(2) of the Code), or the Partnership to be deemed to hold "plan assets" (as defined in regulations promulgated by the Department of Labor) of any employee benefit plan subject to Title I of ERISA, or (ii) the General Partner has determined to waive one or more of such requirements as of the date of this Agreement, and may, after the date of this Agreement, waive one or more of such requirements in its reasonable discretion after having determined that the transfer will not materially adversely affect the Partnership, its assets or any Partner, or constitute a violation of law. (d) Any transferee of the interest of a Limited Partner pursuant to this Section 9.2 shall, upon the written request of such transferee and the transferring Limited Partner and the consent of the General Partner, including a majority of the Special Committee, which consent shall not be unreasonably withheld or delayed, be admitted as a Limited Partner under this Article IX, and the transferring Limited Partner shall, if all of its Partnership Interests have been Transferred, withdraw from the Partnership. The Partnership shall not be required in any way to determine the validity of any written instrument referred to in the immediately preceding sentence, and shall be authorized to rely upon any such written instrument signed by the necessary parties. (e) Any permitted transferee under Section 9.2 who is not admitted as a substituted Limited Partner in accordance with this Article IX (including, without limitation, Sections 9.2(b) and 9.2(d)) shall be considered an assignee for purposes of this Agreement. An assignee shall be deemed to have had assigned to it, and shall be entitled to receive, distributions from the Partnership and the share of Net Income, Net Losses, and any other items of income, gain, loss, deduction and credit of the Partnership and rights attributable to the Partnership Interests assigned to such transferee, and shall have the rights of the transferor under Article XII hereof, but shall not be deemed to be a holder of Partnership Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Interests in any matter presented to the Limited Partners for a vote or consent. In the event any such transferee desires to make a further assignment of any such Partnership Interests, such transferee shall be subject to all the provisions of this Article IX to the same -46- extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Interests. (f) The Limited Partners acknowledge that the Partnership Interests have not been registered under any federal or state securities laws and, as a result thereof, they may not be sold or otherwise transferred, except in compliance with such laws. Notwithstanding anything to the contrary contained in this Agreement, no Partnership Interest may be sold or otherwise transferred unless such transfer is exempt from registration under any applicable securities laws or such transfer is registered under such laws, it being acknowledged that the Partnership has no obligation to take any action which would cause any such Partnership Interests to be registered. (g) Any transferee of ownership of the Partnership Interests originally held by the Initial Limited Partner shall have the right to purchase from the transferor of such Partnership Interests a pro rata portion of the Class B Stock held by such transferor at a purchase price equal to its par value. Section 9.3. CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest by any Partner be made (i) to any person or Entity that lacks the legal right, power or capacity to own a Partnership Interest; (ii) if such Transfer would cause a termination of the Partnership for federal income tax purposes, except with the Consent of the Limited Partners, subject to the provisions of Section 9.7; (iii) if such Transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a partnership for Federal income tax purposes; (iv) if such Transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704(b) of the Code; (v) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a "party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e)(2) of the Code); (vi) in violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976; or (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101. Section 9.4. EFFECTIVE DATES OF TRANSFERS. (a) Transfers pursuant to this Article IX may be made on any day, but for purposes of this Agreement, the effective date of any such Transfer shall be (i) the first day of the month in which such Transfer occurred if such -47- Transfer occurred on or prior to the fifteenth calendar day of a month, or (ii) the first day of the month immediately following the month in which such transfer occurred, if such Transfer occurred after the fifteenth calendar day of a month, or such other date determined by the General Partner pursuant to such convention as may be administratively feasible and consistent with applicable law. (b) If any Partnership Interest is Transferred (other than the granting of a Permitted Limited Partnership Interest Lien) in compliance with the provisions of this Article IX, on any day other than the first day of a calendar year, then Net Income, Net Loss, each item thereof and all other items attributable to such Partnership Interest for such year shall be allocated to the transferor Partner, or the redeemed or selling Partners, as the case may be, and, in the case of a Transfer other than a redemption or the granting of a Permitted Limited Partnership Interest Lien, to the transferee Partner, by taking into account their varying interests during such year in accordance with Section 706(d) of the Code, using the interim closing of the books method. Solely for purposes of making such allocations, each of such items for the calendar month in which the effective date of a Transfer (other than the granting of a Lien) occurs shall be allocated to the transferor or transferee Partner as provided in Section 9.4(a), and for purposes of Section 9.4(a), the transferee shall be the owner of the Partnership Interest at the close of business on any day on which a Transfer takes place. Section 9.5. TRANSFER. (a) The term "Transfer," when used in this Article IX with respect to a Partnership Interest, shall be deemed to refer to a transaction by which a Partner purports to assign its Partnership Interest or any portion thereof to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange, granting of a Lien or any other disposition by law or otherwise; PROVIDED, HOWEVER, that the term "TRANSFER", when used in this Article IX (except when such term is used in Section 9.4) does not include any acquisition of Partnership Interests from a Limited Partner by the General Partner or the Partnership pursuant to Article XII. (b) The Limited Partner has consented, in Section 4.1, to certain issuances of Partnership Interests, and the foregoing provisions of this Article IX, to the extent that they would, but for such Section or this subsection (b), be applicable to such Transfers, are hereby deemed satisfied or waived. -48- (c) The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the schedules hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article IX. (d) No Partnership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IX. Any Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article IX shall be null and void. Section 9.6. REDEMPTION OF PARTNERSHIP INTEREST. The Partnership shall not redeem, repurchase, or otherwise acquire Partnership Interests from the Partners, except (i) for redemptions of Partnership Interests pro rata based on the Partners' Percentage Interests, (ii) for redemptions of Partnership Interests as provided in Article XV, and (iii) with the Consent of the Limited Partners. Section 9.7. CERTAIN CONSENT RIGHTS. Notwithstanding any other provision of this Agreement to the contrary, (A) the General Partner shall have the right to enter into, effect, and/or consummate, and, (B) the Limited Partners, as such, shall not have the right to approve, consent, or vote with respect to: (x) any merger, consolidation, combination, sale of all or substantially all of the assets or stock of the General Partner, the sale of all of the General Partner's interest in the Partnership, or any similar transaction, which, in the case of this clause (x), if and only to the extent required by applicable law, has been approved by the stockholders of the General Partner, or (y) any merger, consolidation, combination, sale of all or substantially all of the assets of the Partnership, or any similar transaction, which in the case of this clause (y) has been approved by the stockholders of the General Partner; PROVIDED, HOWEVER, that if any transaction is determined to be described in both clauses (x) and (y) immediately above, the imposition of any requirement that the stockholders of the General Partnership approve such transaction shall be governed solely by clause (x) and not by clause (y). ARTICLE X. RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS Section 10.1. NO PARTICIPATION IN MANAGEMENT. No Limited Partner, in its capacity as such, shall take part in the management of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. Any rights expressly granted to the Limited Partners in this Agreement shall not be deemed to be -49- rights relating to the management of the Partnership's business. Section 10.2. BANKRUPTCY OF A LIMITED PARTNER. The Bankruptcy of any Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Net Profits or Net Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. In no event, however, shall such assignee(s) become a substituted Limited Partner except in accordance with Article IX hereof. Section 10.3. NO WITHDRAWAL. No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner, other than as provided in Article IX of this Agreement; PROVIDED THAT, the foregoing provisions of this Section 10.3 shall not apply to a withdrawal from the Partnership upon a Transfer pursuant to Article XII hereof, such withdrawal to be effective immediately without any requirement for consent thereto by the General Partner. Section 10.4. CONFLICTS. The Partners recognize that the Limited Partners and their Affiliates have or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Partnership, and that such Persons are entitled to carry on such other business interests, activities and investments. Without limiting the foregoing in deciding whether to take any actions in such capacity, such Limited Partners and their Affiliates shall be under no obligation to consider the separate interests of the Partnership and shall have no fiduciary obligations to the Partnership and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such actions. The Limited Partners and their Affiliates may engage in or possess an interest in any other business or venture of any kind, independently or with others, on their own behalf or on behalf of other entities with which they are affiliated or associated, and such persons may engage in any activities, whether or not competitive with the Partnership, without any obligation to offer any interest in such activities to the Partnership or to any Partner. Neither the Partnership nor any Partner shall have any right, by virtue of this Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper. Notwithstanding the foregoing, (i) the provisions of this Section 10.4 shall not negate or impair any other agreement between one or more of the Limited Partners and the General Partner, the Partnership, or any of their respective Subsidiaries, and (ii) in conducting an Outside Business Activity, a Limited Partner will to the best of its ability and consistent with its fiduciary duty -50- to such Outside Business Activity, conduct such Outside Business Activity in a commercially reasonable manner so that on an annual overall basis the Partnership is not discriminated against. Section 10.5. PROVISION OF INFORMATION. (a) ANNUAL AND PERIODIC REPORTS. (i) ANNUAL STATEMENT. The General Partner shall, as soon as practicable, but in no event later than 105 days after the close of each fiscal year, cause to be furnished to each Partner Audited Financial Statements for the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for the immediately preceding fiscal year of the Partnership. (ii) QUARTERLY REPORTS. The General Partner shall, as soon as available and, in any event, within 45 days after the end of each of the first three fiscal quarters of the Partnership's fiscal year, furnish to each Partner the internally prepared unaudited combined balance sheet of the Partnership and its combined Subsidiaries as of the end of such quarter and the combined statements of profit and loss, partners' capital and cash flow for such quarter and for the portion of the fiscal year then ending (all in reasonable detail), accompanied by a certificate of the General Partner or of the chief financial officer of the Partnership to the effect that, except for the lack of required footnotes, such balance sheets and statements have been properly prepared in accordance with GAAP and fairly present the financial condition of the Partnership and its combined Subsidiaries as of the date thereof and the results of their operations for the period covered thereby, subject only to normal year-end audit adjustments. In lieu of the foregoing, the General Partner may furnish to each Partner a copy of the Partnership's quarterly report on Form 10-Q, if the Partnership is then obligated to file such report with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. (b) In addition to other rights provided by this Agreement or by the Act, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership (the interests of a lender to such Limited Partner having a Permitted Limited Partnership Interest Lien on its Partnership Interests being so related), upon written demand with a statement of the purpose of such demand: (i) to obtain a copy of the most recent annual and quarterly reports and current reports on -51- Form 8-K filed with the SEC by the General Partner pursuant to the Securities Exchange Act of 1934, as amended; (ii) to obtain a copy of the Partnership's federal, state and local income tax returns for each fiscal year of the Partnership; (iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner; (iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and (v) such other information regarding the business, affairs and condition, financial or otherwise, of the Partnership and its Subsidiaries as such Partner may reasonably request. (c) Notwithstanding any other provision of this Section 10.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that the Partnership is required by law or by agreements with an unaffiliated third party to keep confidential. Section 10.6. LIMITED PARTNER REPRESENTATIVE. The Initial Limited Partner is hereby appointed as the Limited Partner Representative. A Majority-in-Interest of the Limited Partners shall have the right, at any time, within their sole discretion, to replace the Limited Partner Representative, or to appoint a temporary substitute to act for a Limited Partner Representative unable to act. Any appointment of a Limited Partner Representative made hereunder shall remain effective until rescinded in a writing delivered to the General Partner via certified mail, registered overnight express mail or telecopy, and the General Partner shall have the right and authority to rely (and shall be fully protected in so doing) on the actions taken and directions given by such Limited Partner Representative, without any further evidence of their authority or further action by the Limited Partners. The General Partner shall send copies of all notices received by it pursuant to Section 5.6 to each Limited Partner requesting the same. Section 10.7. POWER OF ATTORNEY. (a) Each Limited Partner constitutes and appoints the General Partner, any Liquidating Trustee and authorized officers and attorneys-in-fact of each, and each of those -52- acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidating Trustee deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (ii) all instruments that the General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents that the General Partner deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to the provisions of this Agreement or the Capital Contribution of any Partner. (b) The foregoing power of attorney is irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive the death or incompetency of a Limited Partner to the effect and extent permitted by law, subsequent incapacity of any Limited Partner and the transfer of all or any portion of such Limited Partner's Partnership Interests and shall extend to such Limited Partner's heirs, successors, assigns and personal representatives. (c) Nothing contained in this Section 10.7 shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII hereof. -53- ARTICLE XI. INDEMNIFICATION; EXCULPATION Section 11.1. INDEMNIFICATION. (a) To the fullest extent permitted by law, the Partnership shall and does hereby indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts (collectively "Damages") arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and was committed with fraud, gross negligence, willful misconduct or in breach of the General Partner's fiduciary duties to the Limited Partners; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement shall not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 11.1(a). Any indemnification pursuant to this Section 11.1 shall be made only out of the assets of the Partnership and no Partner shall have any personal liability therefor. (b) Reasonable expenses incurred by an Indemnitee may be paid or reimbursed by the Partnership in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership, as authorized in this Section 11.1, has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount paid or reimbursed if it shall ultimately be determined that such standard of conduct has not been met. (c) The indemnification provided by this Section 11.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. (d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees, against any -54- liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (e) For purposes of this Section 11.1, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 11.1; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 11.1 solely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies. (g) The provisions of this Section 11.1 are for the benefit of the Indemnitees, their heirs, successors, assigns personal representatives and administrators, and shall not be deemed to create any rights for the benefit of any other Persons. Section 11.2. INDEMNIFICATION PROCEDURES. (a) If a claim for indemnification is asserted against the Partnership under Article XI, the Partnership shall have the right, at its own expense, (i) subject to the Partnership's obligations to pay all amounts under Section 11.1(a) to participate in the defense of any Action which resulted in the claim for indemnification or (ii) to assume at any time the defense of any Action which resulted in the claim for indemnification. Such assumption of the defense by the Partnership shall be an admission that the Action is a proper subject of indemnification pursuant to this Article XI. The Indemnitee at any time may elect to participate in (but not conduct or control) such defense at its expense, and the Partnership shall not be responsible for the Indemnitee's costs of participation (including attorneys, accountants, and in-house counsel fees). In either event, the parties shall cooperate in the defense of such Action. The Partnership in the defense of any Action shall not, -55- except with the consent of the Indemnitee claiming indemnification under Article XI, cause to be entered any judgment or enter into any settlement which provides for the release of the Partnership or any other Partner but does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release equivalent to that provided to the Partnership or any other Partner. (b) The Indemnitee claiming indemnification under Article XI may, at any time upon written notice to the Partnership, elect to conduct or control its own defense in such Action (as opposed to merely participating in the defense with counsel for the Partnership), but in such event, provided that the Partnership has theretofore undertaken the defense of the Indemnitee pursuant to Section 11.2(a) and subject to Section 11.2(c), such Indemnitee shall cease to have the indemnification rights under Article XI, and the Partnership shall no longer be obligated to continue the defense of the Limited Partner, with respect to such Action. (c) If the Partnership has assumed the defense of any Action under clause (ii) of the first sentence of Section 11.2(a), and if at any time there exists a conflict of interest in defending both the Partnership and the Indemnitee, as determined in the reasonable judgment of counsel to the Indemnitee, the Indemnitee shall so notify the Partnership and the Indemnitee may, upon written notice to the Partnership delivered promptly thereafter, elect to defend itself in such Action with counsel selected by the Indemnitee, but reasonably acceptable to the Partnership, at the expense of the Partnership. Following the assumption of defense by an Indemnitee under this Section 11.2(c), an Indemnitee may not enter into any settlement without the prior written consent of the Partnership, which consent shall not be unreasonably withheld. Section 11.3. EXCULPATION. No officer, employee or agent shall have any liability to the Partnership or any Partner for monetary damages for any action taken, or any failure to take any action, in such capacity, except liability for (a) any improper financial benefit received by such Person; (b) an intentional infliction of harm on the Partnership or any Partner; (c) acts or omissions not in good faith or which involve intentional misconduct; and (d) any knowing violation of law. Section 11.4. NO LIABILITY OF DIRECTORS AND OTHERS. Notwithstanding anything to the contrary contained herein, no recourse shall be had by the Partnership or any Partner against any director, shareholder, officer, employee, agent or attorney of the General Partner for any act or omission of the General Partner or any obligation or liability of the General Partner under this Agreement, and none of the foregoing shall have any -56- personal liability for or with respect to any of the foregoing; PROVIDED THAT, the foregoing shall not relieve any officer or director of the General Partner of any liability in his capacity as such. ARTICLE XII. RIGHTS UNDER THE EXCHANGE RIGHTS AGREEMENT THCR, the Initial Limited Partner, TCI and TCI-II have entered into the Exchange Rights Agreement, substantially in the form of Exhibit A to this Agreement. Section 12.1. TRANSFER PURSUANT TO EXCHANGE RIGHTS AGREEMENT. Notwithstanding anything to the contrary contained in this Agreement, the Partners hereby consent to the Transfer of Partnership Interests pursuant to the terms of such Exchange Rights Agreement, without compliance with any of the other provisions of this Agreement. Section 12.2. SUBJECT TO THE EXCHANGE RIGHTS AGREEMENT. The Initial Limited Partner, TCI, TCI-II and all their respective subsequent transferees shall be entitled to the benefits of, and subject to the burdens of, the Exchange Rights Agreement, including, but not limited to, the "Conversion Right" of the Company to require any such transferee (other than the Initial Limited Partner and his Permitted Holders) to exchange its Partnership Interests for shares of Common Stock on the terms and subject to the conditions set forth therein. ARTICLE XIII. AMENDMENT OF PARTNERSHIP AGREEMENT, MEETINGS Section 13.1. AMENDMENTS. (a) This Agreement may not be amended unless such amendment is approved by the General Partner, with the consent of a majority of the Special Committee, and by the Consent of the Limited Partners, except as provided below in this Section 13.1. (b) Notwithstanding Section 13.1(a), the General Partner, with the consent of a majority of the Special Committee, shall have the power, without the Consent of the Limited Partners but after five Business Days notice to the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted -57- to the General Partner for the benefit of the Limited Partners; (ii) to reflect the admission, substitution, termination, or withdrawal of Partners after the date hereof in accordance with Article IX or XII of this Agreement; PROVIDED THAT, the General Partner shall not be required to give the notice referred to in the first paragraph of this subsection (b) in respect of a transfer of Partnership Interests pursuant to Article XII hereof; (iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; and (iv) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner will provide notice to the Limited Partners promptly after any action under this Section 13.1(b) is taken. (c) Notwithstanding Sections 13.1(a) and (b) hereof, this Agreement shall not be amended without the prior written consent of each Partner adversely affected if such amendment would (i) convert a Limited Partner's interest in the Partnership into a general partner's interest, (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partners to receive allocations and distributions pursuant to Articles V and VI hereof, (iv) alter or modify the Rights set forth in Article XII except in compliance therewith, (v) amend this Section 13.1(c), (vi) alter such Partner's rights to transfer its Partnership Interests, or (vii) amend Section 4.1(c), 7.8, 10.8, Article XI or 13.2(d). Further, no amendment may alter the restrictions on the General Partner's authority set forth in Section 7.2 without the Consent specified in that section. (d) Notwithstanding Section 13.1(a) hereof, no amendment of Section 7.4 shall be effective unless appropriate corresponding modifications are made to Article XII and the Registration Rights Agreement to preserve the financial terms of the Limited Partners' rights thereunder. -58- (e) Any amendment, modification or repeal of Section 7.8 or Article XI or any provision thereof shall be prospective only and shall not in any way affect the rights to indemnification and limitations on the General Partner's liability to the Partnership and the Limited Partners as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. Section 13.2. MEETINGS OF THE PARTNERS; NOTICES TO PARTNERS. (a) Meetings of the Partners may be called by the General Partner or by any Limited Partner to act on any matter specified herein or in the Act to be voted on or consented to by the Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) Business Days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 13.2(b) hereof. Except as otherwise expressly provided in this Agreement, the consent of holders of a majority of the Partnership Interests shall control. (b) Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is (i) signed by Partners holding a majority of the Partnership Interests of the Partners (or such other percentage as is expressly required by this Agreement) and (ii) in the case of any matter that would otherwise require the approval of a majority of the Special Committee, such consent is approved by a majority of the Special Committee. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Partnership Interests of the Partners (or such other percentage as is expressly required by this Agreement). Such consent shall be filed with the General Partner and copies thereof delivered to all Partners. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. (c) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or his attorney-in-fact. No proxy shall be valid -59- after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it. No such proxy and no such revocation shall be effective unless a copy thereof has been delivered to the General Partner. (d) Whenever the Consent of the Limited Partners is required hereunder, the General Partner shall provide a notice to each Partner who is a Limited Partner on the date the notice is given setting forth the matter(s) as to which it proposes to seek such Consent at least five (5) Business Days in advance of the date upon which such Consent is sought. ARTICLE XIV. CERTIFICATE OF INTEREST Section 14.1. FORM OF CERTIFICATE OF INTEREST. The interest of each Partner in the Partnership shall be evidenced by a Certificate of Interest (each a "Certificate of Interest"). A certificate transfer ledger (the "Certificate Transfer Ledger") recording the issue and transfer of Certificates of Interest in the Partnership shall be maintained at the principal office of the Partnership. Each such Certificate of Interest shall be serially numbered and shall be issued by the General Partner to the lawful holder of an interest in the Partnership, upon payment of the full amount of the Capital Contributions then due with respect to the Partnership Interest represented by such Certificate of Interest. All Certificates of Interest shall be executed in the name of the Partnership by the General Partner. Each Certificate of Interest shall state on its face the name of the registered holder thereof, and shall bear, on both sides thereof, a statement of the restrictions imposed by Section 105 of the Casino Control Act. Effective on the date hereof, the General Partner, the Initial Limited Partner, THCR/LP and TCI shall tender their respective Certificates of Interest (which shall be canceled) for new Certificates of Interest evidencing, as of the date hereof, their respective interests in the Partnership. Section 14.2. TRANSFERS OF CERTIFICATES OF INTEREST. Certificates of Interest in the Partnership may be transferred by the lawful holders thereof only in connection with the pledge or transfer of all or part of the interest of such holder in the Partnership, and only in accordance with the provisions of this Agreement. All such transfers shall be effected by duly executed and acknowledged instruments of assignment, each of which shall be duly recorded on the Certificate Transfer Ledger. No effect shall be given to any purported assignment of a Certificate of Interest, or transfer of the interest in the Partnership evidenced thereby, unless such assignment and transfer shall be -60- in compliance with the terms and provisions of this Agreement, and any attempted assignment or transfer in contravention hereof shall be ineffectual. Section 14.3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES OF INTEREST. In the event that a Certificate of Interest shall be lost, stolen, destroyed or mutilated, the Partnership may cause a replacement Certificate of Interest to be issued upon such terms and conditions as shall be fixed by the General Partner, including, without limitation, provision for indemnity and the posting of a bond or other adequate security as security therefor. No replacement Certificate of Interest shall be issued to any person unless such person has surrendered the Certificate of Interest to be replaced, or has complied with the terms of this Section 14.3. Section 14.4. INSPECTION OF CERTIFICATE TRANSFER LEDGER. The Certificate Transfer Ledger containing the names and addresses of all Partners and the interest of each Partner in the Partnership shall be open to the inspection of the Partners at the principal office of the Partnership during usual business hours upon request of any Partner. Such Certificate Transfer Ledger shall, in addition, be available for inspection by the CCC and the Division of Gaming Enforcement of the State of New Jersey and each of their respective authorized agents at all reasonable times without notice. ARTICLE XV. REGULATORY REQUIREMENTS Section 15.1. APPLICABLE REGULATORY AUTHORITY AND CCC REGULATION. Notwithstanding anything to the contrary in this Agreement: (a) This Agreement will be deemed to include all provisions required by the Casino Control Act, the Indiana Riverboat Act, and the Mississippi Gaming Control Act and to the extent that anything contained in this Agreement is inconsistent with such acts, the provisions of such acts shall govern. All provisions of the Casino Control Act, the Indiana Riverboat Act, and the Mississippi Gaming Control Act to the extent required by law to be included in this Agreement, are incorporated herein by reference as if fully restated in this Agreement. (b) If the continued holding of a Partnership Interest by any Partner will disqualify the Partnership to continue as the owner and operator of a casino licensed in the State of New Jersey under the provisions of the Casino Control Act, such Partner shall enter into such escrow, trust or similar arrangement as may be required by the CCC under the circumstances. It is the intent of this Section -61- 15.1 to set forth procedures to permit the Partnership to continue, on an uninterrupted basis, as the owner and operator of a casino licensed under the provisions of the Casino Control Act. (c) All transfers (as defined by the Casino Control Act and the governing laws, statutes rules and regulations of any Applicable Regulatory Authority) of securities (as defined by the Casino Control Act and the governing laws, statutes rules and regulations of any Applicable Regulatory Authority), shares and other interests in the Partnership shall be subject to the right of prior approval by the Applicable Regulatory Authority; and (b) the Partnership shall have the absolute right to repurchase in accordance with Section 15.3, any security, share or other interest in the Partnership in the event that the Applicable Regulatory Authority disapproves a transfer in accordance with the provisions of the Casino Control Act. (d) Each Partner hereby agrees to cooperate reasonably and promptly with the others in obtaining any and all licenses, permits or approvals required by any Applicable Regulatory Authority or deemed expedient by the Partners. Section 15.2. ADDITIONAL APPLICABLE REGULATORY AUTHORITY REGULATION. No Person may become the Beneficial Owner of five percent (5%) or more of any class or series of Partnership Interests unless such Person agrees in writing to: (i) provide to the Applicable Regulatory Authorities information regarding such Person, including without limitation thereto, information regarding other gaming-related activities of such Person and financial statements, in such form, and with such updates, as may be required by the Applicable Regulatory Authorities; (ii) respond to written or oral questions that may be propounded by the Applicable Regulatory Authorities and (iii) consent to the performance of any background investigation that may be required by the IGC, including without limitation thereto, an investigation of any criminal record of such Person. Section 15.3. DISQUALIFIED HOLDERS. Notwithstanding any other provision of this Agreement, Partnership Interests held by a Disqualified Holder (or in the case of a Disqualified Holder of securities of the General Partner, the corresponding Partnership Interest of the General Partner) shall be subject to redemption at any time by the Partnership by action of the General Partner, pursuant to this Section 15.3 as follows: (a) the redemption price of the Partnership Interest to be redeemed pursuant to this Section 15.3 shall be equal to the Fair Market Value of such Partnership Interest or such other redemption price as required by pertinent state or federal law pursuant to which the redemption is required; -62- (b) the redemption price of such shares may be paid in cash, Redemption Securities or any combination thereof; PROVIDED, HOWEVER, in the case of a redemption mandated by the CCC, the redemption price shall be paid in cash; (c) if less than all the Partnership Interest held by Disqualified Holders are to be redeemed, the Partnership Interest to be redeemed shall be selected in such manner as shall be determined by the General Partner, which may include selection first of the most recently purchased portion thereof, selection by lot, or selection in any other manner determined by the General Partner; (d) at least thirty (30) days' written notice of the Redemption Date shall be given to the record holders of the Partnership Interest selected to be redeemed (unless waived in writing by any such holder); PROVIDED, HOWEVER, that the Redemption Date shall be deemed to be the date on which written notice shall be given to record holders if the cash or Redemption Securities necessary to effect the redemption shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the Certificates of Interests for their Partnership Interests to be redeemed; (e) from and after the Redemption Date or such earlier date as mandated by pertinent state or federal law, any and all rights of whatever nature, which may be held by the Beneficial Owners of Partnership Interests selected for redemption (including without limitation any rights to vote or participate in distribution) shall cease and terminate and they shall thenceforth be entitled only to receive the cash or Redemption Securities payable upon redemption; and (f) such other terms and conditions as the General Partner shall determine. ARTICLE XVI. GENERAL PROVISIONS Section 16.1. NOTICES. All notices, offers or other communications required or permitted to be given pursuant to this Agreement shall be in writing and may be personally served or sent by United States mail and shall be deemed to have been given when delivered in person or three business days after deposit in United States mail, registered or certified, postage prepaid, and properly addressed, by or to the appropriate party. For purposes of this Section 16.1, the addresses of the parties hereto shall be as set forth below their name on the signature page hereof. -63- The address of any party hereto may be changed by a notice in writing given in accordance with the provisions hereof. Section 16.2. CONTROLLING LAW. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary. Section 16.3. NO THIRD PARTY BENEFICIARIES. No creditor or other third party shall have the right to enforce any right or obligation of any Partner to make Capital Contributions or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. Section 16.4. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Section 16.5. PROVISIONS SEPARABLE. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. Section 16.6. ENTIRE AGREEMENT. This Agreement (together with the Exhibit and Schedules hereto) contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. -64- Section 16.7. PARAGRAPH HEADINGS. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. Section 16.8. GENDER, ETC. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. Section 16.9. NUMBER OF DAYS. In computing the number of days (other than Business Days) for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; PROVIDED, HOWEVER, that if the final day of any time period falls on a date which is not a Business Day, then the final day shall be deemed to be the next Business Day. Section 16.10. PARTNERS NOT AGENTS. Nothing contained herein shall be construed to constitute any Partner the agent of another Partner, except as specifically provided herein, or in any manner to limit the Limited Partners in the carrying on of their own respective businesses or activities. Section 16.11. ASSURANCES. Each of the Partners shall hereafter execute and deliver such further instruments and do such further acts and things as may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. Section 16.12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns, including any pledgee upon the foreclosure of any pledge of a Partner's Partnership Interest in the Partnership. Section 16.13. WAIVER. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition. -65- IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement to be executed on their behalf as of the date first above written. GENERAL PARTNER: TRUMP HOTELS & CASINO RESORTS, INC. By: /s/ ROBERT M. PICKUS ----------------------------------------- Name: Robert M. Pickus Title: Executive Vice President and Secretary Address: 2500 Boardwalk Atlantic City, New Jersey 08401 LIMITED PARTNERS: (Addresses are as set forth on Schedule I): DONALD J. TRUMP By: /s/ DONALD J. TRUMP ------------------------------------------ Donald J. Trump TRUMP CASINOS, INC. By: /s/ DONALD J. TRUMP ------------------------------------------ Donald J. Trump President TRUMP CASINOS II, INC. By: /s/ DONALD J. TRUMP ------------------------------------------ Donald J. Trump President THCR/LP CORPORATION By: /s/ JAMES L. WRIGHT III ------------------------------------------ Name: James L. Wright III Title: Assistant Treasurer -66- STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber, personally appeared Donald J. Trump, an individual, who, I am satisfied, is the person who has signed the within instrument on his own behalf, and I having first made known to him the contents thereof he thereupon acknowledged that he signed and delivered the said instrument in his personal capacity as an individual, and that the within instrument is his voluntary act and deed. /s/ ----------------------------------------- Notary Public STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber, personally appeared Robert M. Pickus, the Executive Vice President and Secretary of Trump Hotels & Casino Resorts, Inc., a Delaware corporation, who, I am satisfied, is the person who has signed the within instrument on behalf of such corporation, and I having first made known to him the contents thereof he thereupon acknowledged that he signed and delivered the said instrument in his capacity as such officer aforesaid, and that the within instrument is the voluntary act and deed of said corporation, made by virtue of authority from its Board of Directors. /s/ ----------------------------------------- Notary Public STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber, personally appeared Donald J. Trump, the President of Trump Casinos, Inc., a New Jersey corporation, who, I am satisfied, is the person who has signed the within instrument on behalf of such corporation, and I having first made known to him the contents thereof he thereupon acknowledged that he signed and delivered the said instrument in his capacity as such officer aforesaid, and that the within instrument is the voluntary act and deed of said corporation, made by virtue of authority from its Board of Directors. /s/ ----------------------------------------- Notary Public STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) BE IT REMEMBERED, that on October __, 1996, before me, the subscriber, personally appeared James L. Wright III, the Assistant Treasurer of THCR/LP Corporation, a New Jersey corporation, who, I am satisfied, is the person who has signed the within instrument on behalf of such corporation, and I having first made known to him the contents thereof he thereupon acknowledged that he signed and delivered the said instrument in his capacity as such officer aforesaid, and that the within instrument is the voluntary act and deed of said corporation, made by virtue of authority from its Board of Directors. /s/ ----------------------------------------- Notary Public STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber, personally appeared Donald J. Trump, the President of Trump Casinos II, Inc., a New Jersey corporation, who, I am satisfied, is the person who has signed the within instrument on behalf of such corporation, and I having first made known to him the contents thereof he thereupon acknowledged that he signed and delivered the said instrument in his capacity as such officer aforesaid, and that the within instrument is the voluntary act and deed of said corporation, made by virtue of authority from its Board of Directors. /s/ ----------------------------------------- Notary Public SCHEDULE I AGGREGATE CAPITAL CONTRIBUTIONS*
PARTNER CONTRIBUTION PERCENTAGE INTEREST - ------- ------------ ------------------- Trump Hotels & Casino Resorts, Inc. $683,659,153.00 59.87743% general partner Donald J. Trump*** $309,013,680.00 27.06458%** limited partner 725 Fifth Avenue New York, N.Y. 10022 Trump Casinos, Inc.*** $ 42,210,510.00 3.69695% limited partner 2500 Boardwalk Atlantic City, NJ 08401 THCR/LP Corporation $ 40,543,547.00 3.55096% limited partner 2500 Boardwalk Atlantic City, N.J. 08401 Trump Casinos II, Inc.*** $ 66,337,500.00 5.81009% limited partner 2500 Boardwalk Atlantic City, NJ 08401
- --------------- * Aggregate contributions are based on a Common Stock market value of $30.00 per share, the value ascribed to the Common Stock pursuant to the terms of the Castle Acquisition Agreement. ** Certificate No. 4 , 4-A and 4-B represent a 17.51675%, 0.01928% and 9.52854 percentage interest in the Partnership, respectively. *** Notwithstanding anything to the contrary in this Agreement, for the purposes of determining the voting power in THCR of the Class B Stock, (a) Trump's Percentage Interest evidenced by certificates 4 and 4A and by certificate 4B shall be evidenced by 800 shares and 50 shares of Class B Stock, respectively, (b) TCI's Percentage Interest shall be evidenced by 50 shares of Class B Stock and (c) TCI-II's Percentage Interest shall be evidenced by 100 shares of Class B Stock. Dated: October 7, 1996 SCHEDULE II CAPITAL CONTRIBUTIONS PRIOR TO APRIL 17, 1996 PARTNER CONTRIBUTION PERCENTAGE INTEREST - ------- ------------ ------------------- Trump Hotels & Casino $140,933,338 60.15936% general partner Resorts, Inc. Donald J. Trump $ 93,333,333 39.84064% limited partner Dated: October 7, 1996 SCHEDULE III CAPITAL CONTRIBUTIONS IN CONNECTION WITH THE TAJ MAHAL MERGER TRANSACTION PARTNER CONTRIBUTION - ------- ------------ Trump Hotels & Casino Resorts, Inc. $375,068,151.00 Donald J. Trump $ 4,392.62 Trump Casinos, Inc. $ 43,921,854.66 THCR/LP Corporation $ 40,499,609.57 Dated: October 7, 1996 SCHEDULE IV CAPITAL CONTRIBUTIONS IN CONNECTION WITH THE CASTLE ACQUISITION* PARTNER CONTRIBUTION - ------- ------------ Donald J. Trump $108,793,500.00 Trump Casinos II, Inc. $ 66,337,500.00 - --------------- * Capital contributions are based on a Common Stock market value of $30.00 per share, the value ascribed to the Common Stock pursuant to the terms of the Castle Acquisition Agreement. Dated: October 7, 1996 EX-2.1 3 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXHIBIT II.I SECOND AMENDED AND RESTATED EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SECOND AMENDED AND RESTATED EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of October 7, 1996, by and among Trump Hotels & Casino Resorts, Inc., a Delaware corporation (the "Company"), Donald J. Trump ("Trump"), Trump Casinos, Inc., a New Jersey corporation wholly owned by Trump ("TCI") and Trump Casinos II, Inc., a Delaware corporation wholly owned by Trump ("TCI-II"). WHEREAS, the Company and Trump entered into that certain Exchange and Registration Rights Agreement (the "Initial Agreement"), dated as of June 12, 1995, relating to the conversion of limited partnership interests in Trump Hotels & Casino Resorts Holdings, L.P. (the "Partnership") into shares of Common Stock (as defined below) of the Company and registration rights with respect thereto; WHEREAS, in connection with the acquisition by the Partnership of Trump Taj Mahal Associates ("Taj Associates") and the other transactions related thereto, the Company, Trump and TCI entered into that certain Amended and Restated Exchange and Registration Rights Agreement (the "First Amended Agreement"), dated as of April 17, 1996, relating to (i) the contribution by Trump to Trump Atlantic City Associates ("Trump AC") (on behalf, and at the direction, of the Partnership) of 50% of the outstanding capital stock of The Trump Taj Mahal Corporation, ("TTMC"), which held a .01% general partnership interest in Taj Associates,(ii) the contribution by TCI to Trump AC (on behalf, and at the direction, of the Partnership) of its 49.995% general partnership interest in Taj Associates, (iii) the issuance of limited partnership interests in the Partnership to each of Trump and TCI in consideration of such contributions by each of Trump and TCI and (iv) the conversion of such limited partnership interests in the Partnership into shares of Common Stock and registration rights with respect thereto; WHEREAS, in connection with the acquisition by the Partnership of all of the equity interests of Trump's Castle Associates, L.P. ("Castle Associates") and the other transactions related thereto, (i) Trump is contributing to the Partnership his 61.5% equity interest in Castle Associates and (ii) TCI-II is contributing to the Partnership its 37.5% equity interest in Castle Associates; WHEREAS, pursuant to the First Amended Agreement, Trump and TCI were issued certain exchange rights and registration rights in connection with their limited partnership interests in the Partnership; WHEREAS, the Company has agreed to grant Trump, TCI and TCI-II the exchange rights and registration rights set forth below in connection with their limited partnership interests in the Partnership; and WHEREAS, the Company, Trump and TCI have agreed to amend and restate the First Amended Agreement in its entirety and to add TCI-II as a party. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I. DEFINITIONS Section 1.1. Reference to Partnership Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 7, 1996 (the "Partnership Agreement"). Section 1.2. CERTAIN DEFINITIONS. Except as otherwise herein expressly provided, the following terms and phrases shall have the meanings as set forth below: "Aggregate Conversion Number" means the sum of the Conversion Numbers of each Optionee. "Agreement" means this Amended and Restated Exchange and Registration Rights Agreement. "Common Stock" means the common stock, par value $.01 per share of the Company, and any securities into which the Common Stock has been converted or exchanged whether pursuant to a Recapitalization Event, Merger or otherwise. "Company" has the meaning ascribed thereto in the Preamble hereto. "Conversion Number" means the aggregate number of shares of Common Stock issuable upon the exercise of an Optionee's entire Exchange Right, which number shall initially be 10,300,456 with respect to Trump, 1,407,017 with respect to TCI and 2,211,250 with respect to TCI-II and which numbers shall be adjusted as provided in Article II. "Conversion Partner" means an Optionee other than (i) Trump, (ii) TCI, (iii) TCI-II and (iv) any Permitted Holder with respect to Trump. "Conversion Right" has the meaning set forth in Section 2.2 hereof. -2- "Determination" has the meaning ascribed thereto in Section 2.7 hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time. "Exchange Right" has the meaning set forth in Section 2.1 hereof. "HSR" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "Letter of Transmittal" means the form of letter attached hereto and made a part hereof pursuant to which an Optionee may tender his Partnership Interests in exchange for shares of Common Stock. "Option" means, collectively, the Conversion Right and the Exchange Right. "Optionee" means (i) Trump, (ii) TCI, (iii) TCI-II and (iv) each assignee of Partnership Interests of Trump, TCI and TCI-II and any subsequent assignee. "Partnership" has the meaning ascribed thereto in the recitals hereto. "Partnership Agreement" has the meaning ascribed thereto in the recitals hereto. "Recapitalization Event" has the meaning set forth in Section 2.4(b) hereof. "Registrable Securities" shall mean, collectively, (i) the Common Stock issued or issuable upon exercise of the Options and (ii) any securities issued or issuable with respect to such shares of Common Stock by way of stock dividend, stock split, in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. "Registration Expenses" means all expenses required to be disclosed in Item 13 of Part II of the Form S-1 registration statement, or in a comparable section of any similar form permitting an underwritten public offering, as well as expenses of underwriters customarily reimbursed by issuers for selling stockholders and reasonable fees and expenses of one counsel for all selling stockholders (in respect of a demand registration) and any underwriter (for both a demand and piggyback registration), but not including underwriting discounts and commissions and transfer taxes. -3- "Rights" means any rights, options, warrants or convertible securities (or rights, options or warrants to purchase convertible securities) containing the right to subscribe for or purchase shares of Common Stock. "SEC" means the Securities and Exchange Commission and any successor agency. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the relevant time. "Settlement Date" has the meaning ascribed thereto in Section 4.1(a) hereof. "Special Dividend Record Date" has the meaning set forth in the Company's Amended and Restated Certificate of Incorporation. "Stop Order" means, with respect to any registration of the Registrable Securities or any portion thereof effected pursuant to this Agreement, any stop order, injunction or other order or requirement of the SEC or any other governmental or administrative agency, or any act by any court preventing or otherwise limiting the sale of any Registrable Securities pursuant to such registration. "TCI" has the meaning ascribed thereto in the Preamble hereto. "TCI-II" has the meaning ascribed thereto in the Preamble hereto. "Trump" has the meaning ascribed thereto in the Preamble hereto. Section 1.3. RULES OF CONSTRUCTION. In this Agreement, whenever the context so indicates, the singular or plural number, and the masculine, feminine or neuter gender shall each be deemed to include the other, and the terms "he" and "him" shall refer to an Optionee. Words such as "herein," "hereinafter," and "hereunder" refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. -4- ARTICLE II. The Option Section 2.1. THE EXCHANGE RIGHT. Each Optionee shall have the right (the "Exchange Right"), exercisable at any time, to require the Company to exchange shares of Common Stock for all or any portion of the properly tendered Partnership Interests owned by such Optionee. Section 2.2. THE CONVERSION RIGHT. The Company (acting through a majority of the Special Committee) shall have the right (the "Conversion Right"), exercisable at any time, to require a Conversion Partner to exchange all or any portion of the Partnership Interests owned by such Conversion Partner for shares of Common Stock. Section 2.3. SHARES ISSUABLE UPON EXCHANGE. The number of shares of Common Stock to be issued by the Company to an Optionee upon exercise of an Exchange Right or Conversion Right shall be equal to the product of (a) a fraction, (i) the numerator of which is the Percentage Interest of the Partnership Interests with respect to which the Option is exercised and (ii) the denominator of which is the aggregate Percentage Interest of the outstanding Partnership Interests held by such Optionee immediately prior to such exercise, multiplied by (b) such Optionee's Conversion Number. Section 2.4. ADJUSTMENT OF THE CONVERSION NUMBER. The Conversion Number shall be adjusted as provided in this Section 2.4 as follows: (a) An Optionee's Conversion Number shall be reduced by the number of shares of Common Stock issued upon any exercise of its Option. Upon an assignment of Partnership Interests by an Optionee in accordance with the terms of the Partnership Agreement, such Optionee's Conversion Number shall be reduced appropriately, and the Conversion Number of the assignee of such Partnership Interests shall be equal to the amount of such reduction, or in the case of an assignee who is also a holder of Partnership Interests, such assignee's Conversion Number shall increase by the amount of such reduction. (b) Except in respect of transactions described in paragraph (c) below, in case the Company shall (i) pay a dividend on the Common Stock in additional shares of equity securities of the Company, (ii) subdivide or reclassify its Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company (each a "Recapitalization Event"), each Optionee's Conversion Number immediately prior to the -5- Recapitalization Event shall be adjusted such that the Conversion Number after the Recapitalization Event shall equal, the kind and amount of shares and other securities and property which the Optionees would have owned or have been entitled to receive after the happening of such Recapitalization Event had all of the Options been exercised immediately prior to such Recapitalization Event (or any record date with respect thereto). Any adjustment made pursuant to this paragraph (b) shall become effective immediately after the effective date of such event and such adjustment shall be retroactive to the record date, if any, for such event. (c) In case the Company shall issue Rights pro rata to all holders of Common Stock, and the consideration payable upon exercise or conversion of any such Right to acquire one share of Common Stock is less than the Current Market Price on the date of and immediately prior to such issuance of Rights, then upon the expiration of the period during which such Rights may be exercised or converted (the "Rights Exercise Period") each Optionee's Conversion Number immediately prior to such expiration shall be adjusted to be that number of shares of Common Stock equal to the product of (i) such Optionee's Conversion Number immediately prior to such expiration and (ii) a fraction, (A) the numerator of which is equal to the sum of (I) the total number of shares of Common Stock outstanding immediately prior to such issuance and (II) the number of shares of Common Stock issued upon exercise or conversion of such Rights and (B) the denominator of which is equal to the sum of (I) the total number of shares of Common Stock outstanding immediately prior to such issuance and (II) the number of shares of Common Stock which the aggregate consideration payable upon exercise or conversion of such Rights would purchase at the Current Market Price on the date of issuance of the Rights; provided, however, in no event shall such fraction be less than one. If an Option is exercised during the period commencing on the record date for the issuance of the Rights and ending on the expiration of the Rights Exercise Period, then (r) the Conversion Number upon such exercise shall be adjusted as provided in this Section 2.4(c), as if such exercise date were the end of the Rights Exercise Period, utilizing for purposes of clause (ii)(A)(II) the number of shares of Common Stock issued upon exercise or conversion of Rights as of such date; provided, further, that in no event shall the fraction in clause (ii) be less than one; and (s) at the end of the Rights Exercise Period, the Optionee shall be issued an additional number of shares equal to the excess, if any, of the number of shares of Common Stock which would have been issued had such Option been exercised at the end of the Rights Exercise Period over the number of shares actually issued upon exercise of the Option. -6- (d) In case the Percentage Interest of the Partnership Interests held by an Optionee shall increase as the result of the contribution by such Optionee of additional consideration or otherwise to the Partnership (a "Contribution"), then the Conversion Number shall be adjusted such that (i) such Optionee's Conversion Number immediately after the Contribution divided by the sum of the number of outstanding shares of Common Stock plus the new Aggregate Conversion Number shall equal (ii) the product of (A) a fraction, (I) the numerator of which is the aggregate Percentage Interest of such Optionee immediately after the Contribution, and (II) the denominator of which is the aggregate Percentage Interest of such Optionee immediately prior to the Contribution, and (B) a fraction, (I) the numerator of which is such Optionee's Conversion Number immediately prior to the Contribution, and (II) the denominator of which is the sum of the Aggregate Conversion Number immediately prior to the Contribution and the number of outstanding shares of Common Stock. (e) In case of any consolidation or merger of the Company with or into another entity as a result of which the holders of Common Stock become holders of other shares or securities of the Company or of another entity or person, or such holders receive cash or other assets, or in case of any sale or conveyance to another person of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entity or person, as the case may be, shall execute with the Optionees an agreement that (i) the Optionees shall have the right thereafter to receive upon exercise of their Options the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had its Option been exercised immediately prior to such action and (ii) that this Agreement, including, without limitation, the registration rights in Article V hereof, shall continue in full force and effect notwithstanding the consummation of such transaction and that such person or entity shall assume the obligations of the Company hereunder. The agreements referred to in this Section 2.4(e) shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in the other provisions in this Section 2.4. The provisions of this Section 2.4(e) shall similarly apply to successive consolidations, mergers, sales or conveyances. Section 2.5. COMPANY'S COVENANT REGARDING CERTAIN RIGHTS OFFERINGS. The Company covenants and agrees that it shall not issue Rights pro rata to all holders of Common Stock, unless such Rights are exercisable or convertible for a period not in excess of sixty (60) days from their date of issuance. -7- Section 2.6. RESERVATION. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock the full number of shares of Common Stock deliverable at such time upon the exercise of the Options and shall take all such action and obtain all such permits or orders as may be necessary to enable the Company lawfully to issue such Common Stock upon the exercise of the Option and to cause such Common Stock to be fully paid and nonassessable. Section 2.7. DETERMINATION OF NUMBER OF SHARES. The Company shall calculate (each calculation, a "Determination") the number of shares of Common Stock to be issued upon the exercise of an Option pursuant to this Agreement in connection with such exercise. After each exercise of an Option, the Company shall promptly provide the Optionees a report, certified by the Chief Financial Officer of the Company and its independent public accountants, setting forth the Determination, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each Determination will be made by the Company in good faith and in accordance with the provisions hereof. The Company shall, at any time upon the written request of an Optionee, furnish to such Optionee a like report setting forth the number of shares of Common Stock issuable upon the exercise of an Option and showing in reasonable detail the derivation of such number of shares of Common Stock. Section 2.8. CONTINUOUS OFFER. This Agreement is a continuous offer and may not be withdrawn, changed or modified by the Company or a Conversion Partner without the prior written consent of the Company and each Optionee. ARTICLE III. Procedure for Exercising the Option Section 3.1. THE EXERCISE OF THE EXCHANGE RIGHT. (a) Each Optionee desiring to exercise his Exchange Right with respect to all or a portion of his Partnership Interests may do so by delivering to the Company, at 2500 Boardwalk, Atlantic City, New Jersey 08401, Attn: Corporate Secretary (or such other address as the Company shall provide in writing to each Optionee) a completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal. (b) The tender of Partnership Interests pursuant to this Section 3.1 shall constitute a binding agreement between the tendering Optionee and the Company and will not be subject to withdrawal or change except with the consent of the Company. -8- (c) All questions as to the validity and form of any tender of Partnership Interests upon the exercise of the Option will be determined in good faith by the Company. Section 3.2. REPRESENTATION OF OPTIONEE. Any exercise of an Exchange Right hereunder by an Optionee shall constitute a representation by such Optionee that it is acquiring the Common Stock to be issued upon the exercise of the Exchange Right for purposes of investment and not with a view to distribution (without any limitation of any rights such Person may have under Article V hereof) in violation of any federal or state securities laws. Section 3.3. THE EXERCISE OF THE CONVERSION RIGHT. (a) If the Company exercises the Conversion Right with respect to all or a portion of the Partnership Interests of a Conversion Partner, the Company may do so by delivering to the Conversion Partner at his address appearing on the books of the Partnership, a notice setting forth (i) the Company's election to exercise the Conversion Right, (ii) the portion of the Partnership Interest with respect to which the Conversion Right is exercised, and (iii) that delivery of shares of Common Stock as the consideration for the Partnership Interest subject to the Conversion Right shall not be made until the Conversion Partner has submitted a duly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, which Letter of Transmittal and other documents shall be completed and delivered promptly to the Company. (b) All questions as to the validity and form of any tender of Partnership Interests upon the exercise of the Conversion Right will be determined in good faith by the Company. ARTICLE IV. Settlement of the Option Section 4.1. SETTLEMENT OF THE OPTION. (a) Upon the terms and subject to the conditions of this Agreement, the Company will issue shares of Common Stock for Partnership Interests properly tendered on that date (the "Settlement Date") which is the later of: (i) the expiration of three (3) Business Days from the date that the Company receives the tender of the Partnership Interests in proper form and meeting all of the requirements of this Agreement, which requirements may be waived by the Company in connection with a Conversion Right, (ii) the earlier of (A) ten (10) Business Days after the exercise of the Exchange Right, or (B) one day after the Special Dividend -9- Record Date, and (iii) the expiration or termination of the waiting period applicable to each tender, if any, under HSR. The Optionee shall be deemed to be the record holder of the Common Stock issuable upon exercise of the Option on the Settlement Date, notwithstanding the fact that certificates with respect to such shares of Common Stock may not have been issued on such date. (b) Upon the exercise of an Option, the General Partner shall use its reasonable best efforts (including, without limitation, forming and properly capitalizing a subsidiary for the purpose of holding all or a portion of the Partnership Interests being transferred upon exercise of the Option) and cooperate with the remaining Optionees to the extent necessary to preserve the treatment of the Partnership as a pass-through entity for federal tax purposes. (c) Each tender and the issuance of Common Stock with respect thereto will be subject to any change in securities or other applicable law imposing limits or conditions on such tender or the issuance of Common Stock with respect thereto. (d) Payment for the Partnership Interests tendered pursuant to this Agreement will be made only after timely receipt by the Company of (i) Certificates of Interest with respect to such Partnership Interests, duly completed and executed by the Partnership in the name of the Optionee and duly endorsed by the Optionee for transfer to, or accompanied by stock powers duly executed by the Optionee in favor of, the Company, (ii) a properly completed and duly executed Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Section 4.2. TAX WITHHOLDING. Unless an exception applies under applicable law and regulations, the Company will be required to withhold, and will withhold, 31 percent (or such other amount as applicable law may require) of the gross proceeds (including dollar equivalent of shares of Common Stock) paid to a tendering Optionee unless the Optionee provides his tax identification number (employer identification number or Social Security Number) and certifies that such number is correct. Section 4.3. RIGHTS AS PARTNER/STOCKHOLDER. (a) No Optionee shall, by virtue of this Agreement, have any rights as a stockholder of the Company until such time as that person becomes a holder of record of shares of Common Stock. (b) The Company, effective as of the Settlement Date with respect to any tendered Partnership Interest, assumes all obligations related to the tendered Partnership Interest -10- and will hold the Person tendering that Partnership Interest harmless from any such obligations other than with respect to any breach of any representation contained in the Letter of Transmittal to be delivered in connection with the exercise of rights pursuant to this Agreement. (c) Until the Settlement Date, each tendering Optionee shall continue to own his respective tendered Partnership Interests, and will continue to be treated as the holder of such tendered Partnership Interests for all purposes of the Partnership Agreement, including, without limitation, for purposes of voting, consent, allocations and distributions (subject only to reasonable accounting conventions adopted by the Partnership for purposes of determining the partners' varying percentage interests in the Partnership during the taxable year). Tendered Partnership Interests will be transferred to the Company only upon receipt by the tendering Optionee of Common Stock in payment in full therefor. Section 4.4. HSR. If in connection with the exercise of an Option, such Optionee is required to file a notification form pursuant to the HSR, then as promptly as practicable, and in any event within ten (10) Business Days following the exercise of the Option, such Optionee and the Company shall each prepare and file, or shall cause its "ultimate parent" (as defined in the HSR) to prepare and file, any required notification and report form under the HSR, in connection with the transactions contemplated hereby, the filing fees for which shall be borne by the Company. Such Optionee and the Company shall, or shall cause their ultimate parents to, request early termination of the waiting period with respect to such filing and to respond with reasonable diligence to any request for additional information made in response to such filings. ARTICLE V. Registration Rights Section 5.1. REGISTRATION ON DEMAND. (a) Upon written notice to the Company from holders of at least twenty percent (20%) of the Registrable Securities, determined as if the Exchange Right had been fully exercised, of their desire to cause a registration of the Registrable Securities, the Company shall (i) inform the other holders of Registrable Securities (at least 30 days prior to the proposed filing of any registration statement), such notice to state the identity of the holders requesting registration and the number of Registrable Securities proposed to be sold thereby, and take appropriate action, on a reasonably timely basis, to file with the SEC a registration statement on the appropriate form covering all Registrable Securities specified in such demand and by such -11- other holders (by notice given to the Company within 15 days after the date the Company notified them of such demand), (ii) use best efforts to cause such registration statement to become effective under the Securities Act and (iii) use best efforts to qualify such resale under those state securities laws reasonably requested by the holders of a majority of Registrable Securities to be included in such registration; provided, however, that such effort shall not require the Company to qualify as a foreign corporation or subject itself to taxation in any jurisdiction where it is not already so qualified or subject. The Company shall be obligated to effect four (4) registrations pursuant to this Section 5.1. The Company shall be obligated to effect any registration pursuant to this Section 5.1 as promptly as practicable upon receipt from the requisite number of holders of Registrable Securities of the notice requesting such registration; provided, however, that the Company shall have the right to delay any registration pursuant to this Section 5.1 for one period of up to thirty (30) days if the Board of Directors of the Company shall have determined (and passed a resolution to such effect) that to effectuate such registration at such time would materially and adversely affect the Company and be materially detrimental to the business and operations thereof (a "Blackout Determination"), which period may be extended for an additional thirty (30) days upon a second Blackout Determination upon the expiration of the first thirty (30) day period. (b) The Company will be obligated to pay all Registration Expenses with respect to the registrations pursuant to this Section 5.1. (c) Registrable Securities will cease to be such when (i) a registration statement covering such Registrable Securities has been declared effective and they have been disposed of pursuant to such effective registration statement, (ii) such Registrable Securities shall have been otherwise transferred, and the Company shall have delivered new certificates or other evidences of ownership for them not subject to any stop transfer order or other restriction on transfer and not bearing a legend restricting transfer in the absence of an effective registration or an exemption from the registration requirements of the Securities Act and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force, or (iii) such Registrable Securities shall have ceased to be outstanding. (d) A registration requested pursuant to this Section 5.1 will not be deemed to have been effected unless it has been declared effective by the SEC and the Company has complied with all of its obligations under this Agreement with respect thereto (without regard to the use of best -12- efforts or the like); provided that, such registration will be deemed not to have been effected if after such registration has become effective, the offering of the Registrable Securities (or any portion thereof) pursuant to such registration is withdrawn or is or becomes the subject of any Stop Order. If (i) a registration requested pursuant to this Section 5.1 is deemed not to have been effected or (ii) the registration requested pursuant to this Section 5.1 does not remain effective for a period of at least 360 days, then (x) such requested registration shall not be deemed to be an effective registration pursuant to this Section 5.1 and (y) such requested registration shall not reduce the number of registrations the Company shall be obligated to effect pursuant to this Section 5.1. (e) Any offering of Registrable Securities contemplated by this Section 5.1 shall, unless the holders of a majority of the Registrable Securities to be included in such offering determine otherwise, be a firm commitment underwritten offering and the managing underwriter for such offering shall be chosen by the holders of a majority of the Registrable Securities to be included therein, which managing underwriter shall be reasonably acceptable to the Company. (f) The Company shall not, without the prior written consent of the holders of a majority of the Registrable Securities to be included in any registration requested pursuant to this Section 5.1, include in such registration, any other securities of the Company; provided, however, that the Company may include in any such registration any securities to the extent that the inclusion of such securities does not have the effect referred to in Section 5.1(g) hereof and so long as the sale of such securities is included in the underwriting of the Registrable Securities and the same underwriters are used. (g) If the managing underwriter in a public offering to be effected pursuant to the provisions of this Section 5.1 advises the Company and the holders of the Registrable Securities in writing that, in its opinion, inclusion in the registration of the total amount of securities requested to be registered will materially and adversely affect the offering price of such securities or will materially and adversely affect the market for such securities, then, to the extent necessary, up to the entire amount of any securities proposed to be included in such registration which are not Registrable Securities shall be eliminated. (h) The Company shall not be required to register Registrable Securities which, together with any other securities to be included in such registration, have a value, based on the proposed offering price, of less than $2,000,000. -13- Section 5.2. INCIDENTAL REGISTRATION. (a) If the Company intends to file a registration statement on Form S-1, S-2 or S-3 (or other appropriate form) for the registration of an offering of equity securities with the SEC, the Company shall notify each of the holders of record of Registrable Securities at least 30 days prior to each such filing of the Company's intention to file such a registration statement, such notice shall state the number of shares of equity securities proposed to be registered thereby. If any holder of Registrable Securities notifies the Company within ten days after receipt of such notice from the Company of its desire to have included in such registration statement any of its Registrable Securities, then the Company shall cause the Company to include such shares in such registration statement. The Company shall pay all the Registration Expenses of such registration. (b) The Company may in its discretion withdraw any registration statement filed pursuant to this Section 5.2 subsequent to its filing without liability to the holders of Registrable Securities. (c) In the event that the managing underwriter for any such offering described in this Section 5.2 notifies the Company that, in good faith, it is able to proceed with the proposed offering only with respect to a smaller number of securities (the "Maximum Number") than the total number of Registrable Securities proposed to be offered by such holders and securities proposed to be offered by the Company and all others entitled to registration rights under such registration statement, then the Company shall reduce the number of securities held by persons (the "Piggyback Holders") other than the Company and persons exercising demand registration rights to be included in such registration, to the extent necessary to reduce the number of securities to be included in such registration to an amount equal to the Maximum Number. Such amount will be allocated pro rata in accordance with the number of securities proposed to be offered by each Piggyback Holder (including the holders of Registrable Securities). Section 5.3. INDEMNITY AND CONTRIBUTION. (a) In connection with a registration statement filed with the SEC pursuant to this Article V, the Company shall provide each holder of Registrable Securities included in such registration statement, each officer and director of any thereof, and each person who controls such holder within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, with indemnification against any losses, claims, damages or liabilities, reasonable attorneys -14- fees, costs or expenses and costs and expenses of investigating and defending any such claims (collectively "Damages"), joint or several, to which any of them may become subject under the federal securities laws, or otherwise, in form and substance as is customarily given to underwriters in an underwritten offering of securities. Each holder including Registrable Securities in any such registration statement agrees that it shall indemnify the Company, each officer and director thereof, and each person who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any Damages, in form and substance as is customarily given by selling shareholders to a publicly held corporation in an underwritten public offering of securities, but only to the extent that such Damages (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities are registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which, in each such case, has been made in or omitted from such registration statement, said preliminary or final prospectus or said amendment or supplement, solely in reliance upon, and in conformity with, written information furnished to the Company by such holder of Registrable Securities. (b) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 5.3(a) is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, each of the Company and the holders of the Registrable Securities included in such registration shall contribute to the aggregate Damages contemplated by said indemnity agreement incurred by each of the Company and such holders of the Registrable Securities, as incurred, in such proportions as is appropriate to reflect the relative fault of the Company and such holders of the Registrable Securities in connection with the statements or omissions which resulted in such Damages. The relative fault of the Company and such holders of Registrable Securities shall be determined by reference to, among other things, whether the untrue or alleged untrue statements of a material fact or the omission or alleged omission to state a material fact was supplied by the Company or one or more of the holders of Registrable Securities, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. -15- (c) In no event shall a holder of Registrable Securities be liable for indemnification or contribution pursuant to this Article V in excess of the net proceeds received upon the sale of such Registrable Securities. Section 5.4. CERTAIN PROCEDURES. The Company shall provide each holder of Registrable Securities included in any registration with a "cold comfort" letter from the Company's independent public accountants, in customary form covering those matters customarily covered by a "cold comfort" letter with respect to any such registration statement and addressed to such holder, and the Company shall use its best efforts to execute and deliver with underwriters for the offering covered by any such registration statement, an underwriting agreement in form and substance customarily executed for public offerings of common stock. Any holder of Registrable Securities that includes shares in the registration shall also be a party to such underwriting agreement. Section 5.5. RULE 144 REPORTING. With a view to making available to the holders of Registrable Securities the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to, at all times: (a) make and keep available current public information concerning the Company as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"); (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to each holder of Registrable Securities forthwith, upon such holder's request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration. Section 5.6. LOCK-UPS. After receipt of any notice pursuant to Section 5.1 or 5.2 hereof, each holder of Registrable Securities and the Company shall not demand or request a registration of securities of the Company or otherwise offer or sell securities until the later of (i) 90 days after the effective date of the registration statement in respect of which such notice was given, (ii) 150 days after the date such notice was given or (iii) the date such registration statement is withdrawn by the Company. To the extent requested by the managing underwriter in respect of an offering of securities of -16- the Company described in this Article V, each holder of Registrable Securities and the Company shall agree to refrain from selling or offering to sell any securities of the Company within 120 days after the effective date of any registration statement described herein; provided, however, that any pledgee of Registrable Securities shall not be bound by this requirement in connection with a private sale by it of its collateral. Nothing in this Section 5.6 shall preclude the Company from issuing shares of Registrable Securities upon exercise of an Option. Section 5.7. NO INCONSISTENT PROVISIONS. The Company shall not, without the prior written consent of the holders of a majority of the Registrable Securities include, or grant to any Person the right to request the Company to include, in such registration, any other securities of the Company that are inconsistent with the priorities, rights and privileges of the holders of Registrable Securities contained in this Agreement. ARTICLE VI. Miscellaneous Section 6.1. WAIVER, AMENDMENT. Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought. Section 6.2. ASSIGNABILITY. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either an Optionee or the Company, without the prior written consent of the other parties; provided, however, that the rights granted to an Optionee hereunder shall automatically be assigned in connection with an assignment of Partnership Interests or Registrable Securities; provided, further, that the rights granted hereunder may be assigned to, and exercised by, a secured creditor to whom an Optionee has pledged Partnership Interests or Registrable Securities. Section 6.3. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. No representation, promise or statement of intention has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, exhibits or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged representation, promise or statement of intention not set forth herein or therein. The documents referred to in the immediately preceding sentence are -17- incorporated by reference herein and shall be deemed a part of this Agreement. By executing and delivering this Agreement, the Company, Trump and TCI agree to the termination of the First Amended Agreement and to the amendment and restatement thereof by this Agreement. Section 6.4. SEVERABILITY. If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, this Agreement shall continue in full force and effect without said provision; provided that, no such severance of provision shall be effective if it materially changes the economic benefit of this Agreement to any Person. Section 6.5. SECTION AND OTHER HEADINGS. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 6.6. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the law that might be applied under principles of conflicts of law. Section 6.7. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. Section 6.8. SPECIFIC PERFORMANCE. Without limiting or waiving in any respect any rights or remedies of an Optionee under this Agreement, or now or hereinafter existing at law or in equity or by statute, the Company agrees that the Optionees shall be entitled to seek specific performance of the obligations to be performed by the Company in accordance with the provisions of this Agreement. Section 6.9. NOTICE. Each notice, demand, request, request for approval, consent, approval, disapproval, designation or other communication (each of the foregoing being referred to herein as a "notice") required or desired to be given or made under this Agreement shall be in writing (except as otherwise provided in this Agreement), and shall be effective and deemed to have been received (i) when delivered in person, (ii) when sent by facsimile transmission with receipt acknowledged, (iii) three (3) days after having been mailed by certified or registered United States mail, postage prepaid, return receipt requested, or (iv) the next business day after having been sent by a nationally recognized overnight mail or courier service, receipt requested (a) if to any Optionee, at such address or to the telefax number as such Optionee shall have furnished the Company in writing, or (b) if to the Company, at the address of its principal executive -18- offices and addressed to the attention of the Corporate Secretary, or at such other address or to the telefax number as the Company shall have furnished to each Optionee. -19- IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and date first set forth above. TRUMP HOTELS & CASINO RESORTS, INC. By: /s/ ROBERT M. PICKUS ------------------------------- Robert M. Pickus Executive Vice President TRUMP CASINOS, INC. By: /s/ DONALD J. TRUMP ------------------------------- Donald J. Trump President /s/ DONALD J. TRUMP ------------------------------- Donald J. Trump TRUMP CASINOS II, INC. By: /s/ DONALD J. TRUMP ------------------------------- Donald J. Trump President -20- LETTER OF TRANSMITTAL To Tender Partnership Interests Pursuant to the Second Amended and Restated Exchange and Registration Rights Agreement Dated as of October 7, 1996 of Trump Hotels & Casino Resorts, Inc. TO: Trump Hotels & Casino Resorts, Inc. 2500 Boardwalk Atlantic City, New Jersey 08401 Attn: Corporate Secretary Description of Partnership Interests - -------------------------------------------------------------------------------- Names(s) and Address(es) Partnership Interest Certificate(s) of Registered Owners Enclosed (Attach additional list if necessary) Partnership Partnership Partnership Interest Interests Interests Certificate Represented Being Number(s) by Tendered Partnership Interest Certificate(s) -------------------------------------------------- Total Unless otherwise indicated, it will be assumed that all Partnership Interests evidenced by any Partnership Interest Certificate(s) delivered to the Company are being tendered. If, for any reason, Partnership Interest Certificates are not being issued by Trump Hotels & Casino Resorts Holdings, L.P., all provisions in this Letter of Transmittal referring thereto shall be of no effect. See instruction 4. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Gentlemen: The undersigned hereby tenders to Trump Hotels & Casino Resorts, Inc., a Delaware corporation (the "Company"), the above-described Partnership Interests as defined in the Company's Second Amended and Restated Exchange and Registration Rights Agreement dated as of October 7, 1996 (the "Agreement") in accordance with the terms and conditions of the Agreement and this Letter of Transmittal (which together constitutes the "Tender"), receipt of which is hereby acknowledged. All terms used herein but not defined herein are used as defined in the Agreement. Subject to, and effective upon, payment (i.e., issuance of shares of Common Stock) for the Partnership Interests tendered herewith, the undersigned hereby assigns and transfers to the Company all right, title and interest in and to all the Partnership Interests that are being tendered hereby and irrevocably constitutes and appoints the Company (the "Agent"), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) present such Partnership Interests for transfer on the Partnership's books and (b) receive all rights, privileges and benefits, and any and all obligations and liabilities appertaining thereto and otherwise exercise all rights of beneficial ownership of such Partnership Interests, all in accordance with the terms of the Tender. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the tendered Partnership Interests and that upon payment, the Company will acquire unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned will, upon request, execute any additional documents deemed by the Agent or the Company to be reasonably necessary or desirable to complete the sale, assignment and transfer of the tendered Partnership Interests. If not sold pursuant to an effective registration statement, the shares of Common Stock issued will bear an appropriate legend indicating that such shares have not been registered under the Securities Act and resale of such Common Stock is restricted under applicable securities laws. All authority conferred or agreed to be conferred in this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned. Except as stated in the Agreement, this Tender is irrevocable. The undersigned understands that a tender of Partnership Interests pursuant to the Agreement constitutes a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Agreement. Unless otherwise indicated under "Special Delivery Instructions", please mail the shares of Common Stock for the purchase price and/or return the Partnership Interest Certificate for Partnership Interests not tendered (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Partnership Interests." In the event that the Special Delivery Instructions are completed, please issue the shares of Common Stock for the purchase price and any Certificate for Partnership Interests not tendered in the name of the registered holder(s) and transmit the same to the person or persons so indicated. The Company, effective as of the Settlement Date (as defined in the Agreement), will assume all obligations related to the tendered Partnership Interests and will hold the undersigned harmless from such obligations, including any liabilities, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses as a result of or arising out of the ownership of such tendered Partnership Interests. The Company and the undersigned agree that they will cooperate with each other and will make, execute, acknowledge, deliver, record and file, or cause to be made, executed, acknowledged, delivered, recorded and filed, at such times and places as the other may reasonably deem necessary, all other and further documents and instruments, and will take all other and further actions, as the other may reasonably request from time to time in order to effectuate the purposes and provisions of the tender made pursuant to this Letter of Transmittal. -2- SPECIAL DELIVERY INSTRUCTIONS (See Instructions 5 and 6) - -------------------------------------------------------------------------------- To be completed ONLY if (a) the Certificate of Interests includes Partnership Interests not tendered and/or (b) shares of Common Stock for the purchase price of Partnership Interests purchased are to be sent (i) to someone other than the undersigned or (ii) to the undersigned at an address other than that above. Mail [ ] Certificate(s) for shares of Common Stock [ ] Certificate of Interests for Partnership Interests not tendered To: Name _________________________________________________________ (please print) Address ______________________________________________________ ______________________________________________________________ (include Zip Code) ______________________________________________________________ ______________________________________________________________ (Tax Identification or Social Security Number) - -------------------------------------------------------------------------------- SIGN HERE Complete Substitute Form W-9 included ________________________________________________________________________________ ________________________________________________________________________________ (Signature(s) of holder of Partnership Interests) (Must be signed by registered holder(s) as name(s) appear(s) on Partnership Interest Certificate(s). If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see instruction 5. Dated___________________________________________________________ Name(s)_________________________________________________________ (please print) Capacity (Full Title)__________________________________________________ Address_________________________________________________________ ________________________________________________________________ (include Zip Code) Area Code and Tel. No.__________________________________________ Tax Identification or Social Security No.___________________________________________ (Complete Substitute Form W-9) Guarantee of Signature(s) (See Instruction 1) Authorized Signature____________________________________________ Name of Firm____________________________________________________ Dated___________________________________________________________ INSTRUCTIONS Forming Part of the Terms and Conditions of the Amended and Restated Exchange and Registration Rights Agreement 1. GUARANTEE OF SIGNATURE. No signature guarantee on this Letter of Transmittal is required unless the registered holder of the Partnership Interests has completed the box entitled "Special Delivery Instructions". In such case all signatures on this Letter of Transmittal must be guaranteed by a member firm of any registered national securities exchange in the United States or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company (not a savings bank or a savings and loan association) having an office, branch or agency in the United States. 2. DELIVERY OF LETTER OF TRANSMITTAL AND PARTNERSHIP INTEREST CERTIFICATE(s). This Letter of Transmittal is to be completed by the holder of Partnership Interests. Partnership Interest Certificate(s) for all Partnership Interests as well as a properly completed and duly executed Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Agent. No alternative, conditional or contingent tenders will be accepted. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the Partnership Interest Certificate numbers and/or other information required should be listed on a separate schedule attached hereto. 4. PARTIAL TENDERS. If fewer than all the Partnership Interests evidenced by any Certificate submitted are to be tendered, fill in the Percentage Interest represented by the Partnership Interests which are to be tendered in the box entitled "Units of Partnership Interests Being Tendered." In such case, a new Partnership Interest Certificate for the remainder of the Partnership Interests that was evidenced by old certificate(s) will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable. All Partnership Interests represented by Partnership Interest Certificate(s) delivered to the Agent will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL. The signature must correspond with the name as written on the face of the Partnership Interest Certificate(s) without any change whatsoever. If any of the Partnership Interests tendered hereby are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal. If any tendered Partnership Interests are registered in different names on several Partnership Interest Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Partnership Interest Certificates. If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, each person should so indicate when signing, and proper evidence satisfactory to the Agent of their authority so to act must be submitted. 6. SPECIAL DELIVERY INSTRUCTIONS. If Partnership Interest Certificate(s) for unpurchased Partnership Interests are to be returned to a person other than the signer of this Letter of Transmittal or if a certificate for shares of Common Stock is to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this letter of Transmittal should be completed. 7. WAIVER OF CONDITIONS. The Company reserves the right to waive any of the specified conditions of the Tender in the case of the Partnership Interests tendered. 8. BACK-UP WITHHOLDING. Under the Federal income tax law, a person surrendering Partnership Interests must provide the Agent with his correct taxpayer identification number ("TIN") on Substitute Form W-9 below unless an exemption applies. If the correct TIN is not provided, a $50 penalty may be imposed by the Internal Revenue Service and payments made in exchange for the surrendered Partnership Interests may be subject to back-up withholding of that rate provided by the Federal income tax law (such rate being at the date hereof, 31%). The TIN that must be provided is that of the registered holder of the Partnership Interests. The TIN for an individual is his social security number. 9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance or additional copies of the Agreement and the Letter of Transmittal may be directed to the Agent at the address set forth above. -2- IMPORTANT TAX INFORMATION Under Federal income tax laws, a holder whose tendered Partnership interests are accepted for payment is required by law to provide the Agent (as payer) with his correct taxpayer identification number on Substitute Form W-9 below. If such holder is an individual, the taxpayer identification number is his social security number. If the Agent is not provided with the correct taxpayer identification number, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such holder with respect to Partnership Interests purchased pursuant to the Tender may be subject to back-up withholding. If back-up withholding applies, the Agent is required to withhold that rate provided by the Federal income tax law (such rate being at the date hereof, 31%) of any such payments made to the holder of Partnership Interests. Shares of Common Stock otherwise deliverable hereunder may, at the expense (and with all risk of loss for the account) of the undersigned, be sold to pay such amounts. Back-up withholding is not an additional tax. Rather, the tax liability of persons subject to back-up withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. PURPOSE OF SUBSTITUTE FORM W-9 To prevent back-up withholding on payments that are made to a holder of Partnership Interests purchased pursuant to the Tender, the holder is required to notify the Agent of his correct taxpayer identification number by completing the form below certifying that the taxpayer identification number provided on Substitute Form W-9 is correct. WHAT NUMBER TO GIVE THE AGENT The holder is required to give the Agent the social security number or employer identification number of the record owner of the Partnership Interests. PAYER'S NAME: Trump Hotels & Casino Resorts, Inc. ================================================================================ Substitute | Part 1 -- Please provide your TIN | Social Security Form W-9 | in the box at right and certify | Number/Employer | by signing and dating below | Identification | | Number__________ - -------------------------------------------------------------------------------- Department | Certification -- Under the penalties of | of the | Perjury, (i) I certify that the | Treasury/ | information provided on this form is true, | Internal | correct and complete and (ii) I am not | Revenue | subject to backup withholding because: (a) | Service | I am exempt from backup withholding, or | | (b) I have not been notified by the | | Internal Revenue Service (IRS) that I am | | subject to backup withholding as a result | | of a failure to report all interest or | | dividends, or (c) the IRS has notified me | | that I am no longer subject to backup | | withholding. | - -------------------------------------------------------------------------------- | | | Signature ____________________ | Date __________ | | ================================================================================ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP WITHHOLDING OF THAT RATE PROVIDED BY THE FEDERAL INCOME TAX LAW (SUCH RATE BEING AT THE DATE HEREOF, 31%) OF ANY PAYMENTS MADE TO YOU UNDER THE AMENDED AND RESTATED EXCHANGE AND REGISTRATION RIGHTS AGREEMENT OF TRUMP HOTELS & CASINO RESORTS, INC. EX-6.3 4 REGISTRATION AGREEMENT EXHIBIT VI.III REGISTRATION AGREEMENT Reference is made to that certain (i) Pledge and Security Agreement, dated as of April 17, 1996 (the "Pledge Agreement"), made by Donald J. Trump ("Trump") and Trump Casinos, Inc. ("TCI") in favor of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and (ii) Second Amended and Restated Exchange and Registration Rights Agreement, dated as of the date hereof, by and among Trump, TCI, Trump Casinos II, Inc. (formerly known as TC/GP, Inc.) ("TCI-II") and Trump Hotels & Casino Resorts, Inc. ("THCR" and together with Trump, TCI and TCI-II, the "Trump Parties"), as such agreement may be amended from time to time (the "Exchange Rights Agreement"). In connection with the execution of that certain Consent and Waiver, dated as of the date hereof, among DLJ, Trump, TCI, TCI-II, THCR and Trump Hotels & Casino Resorts Holdings, L.P. ("THCR Holdings"): 1. Trump hereby agrees that if Trump exercises his registration rights (each a "Trump Exercise") under the Exchange Rights Agreement (the "Registration Rights") with respect to any limited partnership interests in THCR Holdings (the "Partnership Interests") beneficially owned by Trump as of the date hereof and not otherwise pledged to DLJ under the Pledge Agreement (the "Trump Securities"), he shall simultaneously exercise the Registration Rights with respect to all of the Partnership Interests pledged to DLJ pursuant to the Pledge Agreement (the "DLJ Securities"); PROVIDED, HOWEVER, that Trump shall not be obligated to exercise the Registration Rights with respect to the DLJ Securities if either (i) the aggregate fair market value of the shares of Common Stock, par value $.01 per share (the "Common Stock"), of THCR into which Trump Securities are exchanged in each and all of the Trump Exercises is less than $10 million, (ii) the aggregate number of shares of Common Stock into which Trump Securities are exchanged in each and all of the Trump Exercises is less than 500,000 shares or (iii) Trump obtains the prior written consent of DLJ. 2. The Trump Parties agree that, in the case of an Event of Default (as defined in the Pledge Agreement), (i) the right to make any Blackout Determination (as defined in the Exchange Rights Agreement) shall be waived with respect to any request to exercise the Registration Rights with respect to the DLJ Securities and (ii) if Trump exercises the Registration Rights with respect to the Trump Securities, DLJ, at its option, (notwithstanding Paragraph 1 above) shall have the right to exercise (or cause Trump to exercise) the Registration Rights with respect to the DLJ Securities prior to or simultaneously with any exercise of the Registration Rights with respect to the Trump Securities. 3. Except as provided herein, all of the terms of the Exchange Rights Agreement remain in full force and effect. 4. This Registration Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. -2- IN WITNESS WHEREOF, the undersigned have caused this Registration Agreement to be duly executed and delivered as of this 7th day of October, 1996. /S/ ---------------------------- Donald J. Trump TRUMP HOTELS & CASINO RESORTS, INC. (only with respect to Paragraphs 2, 3 and 4) /S/ ---------------------------- By: Donald J. Trump Title: Chairman of the Board TRUMP CASINOS, INC. (only with respect to Paragraphs 2, 3 and 4) /S/ ---------------------------- By: Donald J. Trump Title: President TRUMP CASINOS II, INC. (only with respect to Paragraphs 2, 3 and 4) /S/ ---------------------------- By: Donald J. Trump Title: President Accepted and Agreed: DONALDSON, LUFKIN & JENRETTE, INC. By: /S/ ---------------------------- Name: Paul Thompson Title: -3- EX-7.1 5 JOINT FILING AGREEMENT EXHIBIT VII.I JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the Common Stock, par value $.01 per share, of Trump Hotels & Casino Resorts, Inc., and further agree that this Joint Agreement be included as an Exhibit to such joint filing. In evidence thereof, each of the undersigned, being duly authorized, hereby executes this Joint Filing Agreement as of this 7th day of October 1996. /s/ DONALD J. TRUMP -------------------------------------- Donald J. Trump TRUMP CASINOS, INC. By:/s/ DONALD J. TRUMP ------------------------------------- Name: Donald J. Trump Title: Sole Director, President and Treasurer TRUMP CASINOS II, INC. By:/s/ DONALD J. TRUMP ------------------------------------- Name: Donald J. Trump Title: Sole Director, President and Treasurer EX-8 6 AGREEMENT EXHIBIT VIII ================================================================================ AGREEMENT BY AND AMONG TRUMP HOTELS & CASINO RESORTS, INC. TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. TC/GP, INC. TRUMP'S CASTLE HOTEL & CASINO, INC. AND DONALD J. TRUMP ------------------------------ Dated as of June 24, 1996 ------------------------------ ================================================================================ TABLE OF CONTENTS * ARTICLE I DEFINITIONS ......................................................2 Section 1.01. Definitions..........................................2 ARTICLE II THE CONTRIBUTION 8 Section 2.01. The Contribution; Consideration......................8 Section 2.02. Closing ............................................10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF TRUMP AND THE CASTLE ENTITIES..............................................10 Section 3.01. Corporate Organization..............................10 Section 3.02. Capitalization; Title...............................11 Section 3.03. Subsidiaries........................................11 Section 3.04. SEC Reports; Financial Statements...................11 Section 3.05. Absence of Certain Changes or Events................12 Section 3.06. Authorization.......................................12 Section 3.07. No Conflict or Violation............................13 Section 3.08. Consents and Approvals..............................13 Section 3.09. Litigation .........................................14 Section 3.10. Taxes ..............................................14 Section 3.11. Contracts and Leases................................14 Section 3.12. Compliance with Laws................................14 Section 3.13. Absence of Undisclosed Liabilities..................15 Section 3.14. THCR Proxy Statement................................15 Section 3.15. Takeover Provisions Inapplicable....................15 Section 3.16. Brokerage/Finder's Fees.............................15 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE THCR ENTITIES..............16 Section 4.01. Corporate Organization..............................16 Section 4.02. Capitalization......................................16 Section 4.03. Subsidiaries........................................17 Section 4.04. SEC Reports; Financial Statements...................17 Section 4.05. Absence of Certain Changes or Events................18 Section 4.06. Authorization.......................................18 Section 4.07. No Conflict or Violation............................19 Section 4.08. Consents and Approvals..............................20 Section 4.09. Litigation .........................................20 Section 4.10. Taxes ..............................................20 Section 4.11. Contracts and Leases................................20 Section 4.12. Compliance with Laws................................21 Section 4.13. Absence of Undisclosed Liabilities..................21 Section 4.14. THCR Proxy Statement................................21 Section 4.15. Takeover Provisions Inapplicable....................22 Section 4.16. Brokerage/Finder's Fees.............................22 ARTICLE V COVENANTS OF TRUMP AND THE CASTLE ENTITIES.......................22 - ----------- * The Table of Contents is not part of this Agreement. Section 5.01. Conduct Pending the Contribution....................22 Section 5.02. No Solicitation.....................................23 Section 5.03. Letters of Accountants..............................24 ARTICLE VI COVENANTS OF THE THCR ENTITIES..................................24 Section 6.01. Conduct Pending the Contribution....................24 Section 6.02. THCR Proxy Statement................................25 Section 6.03. Stockholders Meeting................................25 ARTICLE VII OTHER AGREEMENTS...............................................25 Section 7.01. Registration Rights; Partnership Agreement..........25 Section 7.02. Additional Agreements; Consents.....................26 Section 7.03. Access to Information; Confidentiality..............26 Section 7.04. Notification of Certain Matters.....................27 Section 7.05. HSR Act.............................................28 Section 7.06. Merger Agreement....................................28 Section 7.07. Indemnification.....................................28 Section 7.08. Voting Agreement....................................29 ARTICLE VIII CONDITIONS TO THE CONTRIBUTION................................29 Section 8.01. Conditions of Each Party............................29 Section 8.02. Conditions of Trump.................................30 Section 8.03. Conditions of the THCR Entities.....................31 ARTICLE IX TERMINATION ....................................................32 Section 9.01. Termination ........................................32 Section 9.02. Effect of Termination...............................32 ARTICLE X MISCELLANEOUS ...................................................32 Section 10.01. Notices............................................32 Section 10.02. Survival...........................................33 Section 10.03. Amendment..........................................33 Section 10.04. Waiver.............................................34 Section 10.05. Successors and Assigns.............................34 Section 10.06. Governing Law......................................34 Section 10.07. Gaming Laws........................................34 Section 10.08. Integration........................................34 Section 10.09. Third Party Beneficiaries..........................34 Section 10.10. Specific Performance...............................34 Section 10.11. Remedies Cumulative................................35 Section 10.12. Publicity..........................................35 Section 10.13. Fees and Expenses..................................35 Section 10.14. Headings; Counterparts; Effectiveness..............35 ii AGREEMENT AGREEMENT, dated as of June 24, 1996 (the "Agreement"), by and among TRUMP HOTELS & CASINO RESORTS, INC., a Delaware corporation ("THCR"), TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P., a Delaware limited partnership ("THCR Holdings" and, collectively with THCR, the "THCR Entities"), TC/GP, INC., a Delaware corporation ("TC/GP"), TRUMP'S CASTLE HOTEL & CASINO, INC., a New Jersey corporation ("TCHI" and, together with TC/GP, the "Castle Entities"), and Donald J. Trump ("Trump"). All foregoing parties to this Agreement are collectively referred to as the "Parties" and individually as a "Party." WHEREAS, Trump owns beneficially all of the outstanding equity interest of Trump's Castle Associates ("Castle Associates"), a New Jersey general partnership and the owner and operator of Trump's Castle Casino Resort, directly, as well as indirectly through TCHI and TC/GP, each wholly owned by Trump (the "Castle Equity"); WHEREAS, Trump and TC/GP each desire to contribute Trump's and TC/GP's respective equity interests of Castle Associates to THCR Holdings in exchange for limited partnership interests in THCR Holdings and THCR Holdings desires to accept such consideration; WHEREAS, Trump, TCHI and the THCR Entities desire to effect a merger of a subsidiary of THCR Holdings with and into TCHI; WHEREAS, as a result of the contributions and merger described in the immediately preceding recitals (the "Contribution"), the THCR Entities will own all the Castle Equity; WHEREAS, simultaneously with the Contribution, Castle Associates shall be converted from a general partnership to a limited partnership pursuant to an amendment to the Second Amended and Restated Partnership Agreement of Castle Associates, dated as of December 30, 1993 (the "Castle Associates Partnership Agreement"); WHEREAS, prior to or simultaneously with the Contribution, THCR Holdings Contributions LLC, a Delaware limited liability company and a wholly owned subsidiary of THCR Holdings ("Contribution Sub"), THCR-TCHI Merger Corp., a Delaware corporation and a wholly owned subsidiary of THCR Holdings ("Merger Sub 1.0"), TCHI, Castle Associates and Trump's Castle Funding, Inc., a New Jersey corporation wholly owned by Castle Associates ("Castle Funding"), each shall have been designated "unrestricted subsidiaries" under the indenture (as supplemented and amended, the "Senior Note Indenture") pursuant to which the $155 million aggregate principal amount of 15-1/2% Senior Secured Notes due 2005 of THCR Holdings and Trump Hotels & Casino Resorts Funding, Inc., a Delaware corporation ("THCR Funding"), were issued; WHEREAS, the Special Committee (the "THCR Special Committee") of the Board of Directors of THCR (the "THCR Board") has received a fairness opinion from Salomon Brothers Inc ("Salomon") with respect to the fairness, from a financial point of view to THCR, of the consideration to be paid by the THCR Entities in the Contribution (the "Salomon Fairness Opinion"); WHEREAS, the THCR Special Committee and the THCR Board have determined that the Contribution is consistent with and in furtherance of the long-term business strategy of the THCR Entities; WHEREAS, the THCR Special Committee and the THCR Board have determined that the Contribution is fair to, and in the best interests of, THCR and the holders of THCR's Common Stock, par value $.01 per share (the "THCR Common Stock"); and WHEREAS, the THCR Special Committee and the THCR Board have approved the Contribution and this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. As used in this Agreement the following terms shall have the respective meanings set forth below (terms defined in the singular shall have the same meanings when used in the plural and vice versa): "Acquisition Proposal" with respect to any Person shall mean any proposed (i) merger, consolidation, share exchange or similar transaction involving such Person or a Subsidiary of such Person, as a result of which the consolidated assets of such Person and its Subsidiaries, taken as a whole, increase or decrease by 25% or more, (ii) sale, lease or other disposition directly or indirectly (other than by merger, consolidation, share exchange or similar transaction) of assets of such Person or its Subsidiaries representing 25% or more of the consolidated assets of such Person and its Subsidiaries, (iii) issue, sale, or other disposition (other than by merger, consolidation, share exchange or similar transaction) of securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 25% or more of the voting power of such Person or (iv) transaction in which any Person shall acquire beneficial ownership, or the right to acquire beneficial ownership, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or 2 has the right to acquire beneficial ownership, of 25% or more of the outstanding common stock of such Person (other than Persons or groups having such beneficial ownership as of the date hereof). "Agreement" shall have the meaning set forth in the Preamble. "Castle Associates" shall have the meaning set forth in the Recitals. "Castle Associates Partnership Agreement" shall have the meaning set forth in the Recitals. "Castle Entities" shall have the meaning set forth in the Preamble. "Castle Equity" shall have the meaning set forth in the Recitals. "Castle Equity Consideration" shall have the meaning set forth in Section 2.01. "Castle Funding" shall have the meaning set forth in the Recitals. "Castle Material Adverse Effect" shall mean a material adverse effect with respect to the business, results of operations, properties, operations or financial condition of Castle Associates and Castle Funding, taken as a whole. "Castle Mortgage Notes" shall mean the 11-3/4% Mortgage Notes due 2003 of Castle Funding guaranteed by Castle Associates. "Castle PIK Notes" shall mean the Increasing Rate Subordinated Pay-in-Kind Notes due 2005 of Castle Funding guaranteed by Castle Associates. "Castle SEC Reports" shall have the meaning set forth in Section 3.04. "Castle Senior Notes" shall mean the 11-1/2% Senior Secured Notes due 2000 of Castle Funding guaranteed by Castle Associates. "Castle Warrant Agent" shall mean First Bank National Association, as Warrant Agent under the Castle Warrant Agreement. "Castle Warrant Agreement" shall mean the Warrant Agreement, dated as of December 30, 1993, between TCHI and the Castle Warrant Agent. "Castle Warrantholders" shall mean the holders of the Castle Warrants. 3 "Castle Warrants" shall mean the warrants issued under the Castle Warrant Agreement. "Castle Warrant Consideration" shall have the meaning set forth in Section 2.01. "Closing" shall have the meaning set forth in Section 2.02. "Closing Date" shall have the meaning set forth in Section 2.02. "Confidential Information" shall mean all information about a Party, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, together with all analyses, compilations, studies, summaries, extracts or other documents, which contain or otherwise reflect such information. Confidential Information shall not include information which the recipient can clearly demonstrate falls within any of the following categories: (i) information which has come within the public domain through no fault or action of the recipient or its affiliates (including, without limitation, all information contained in publicly available documents filed with the SEC); (ii) information which was known to the recipient on a non-confidential basis prior to its disclosure by a Party; or (iii) information which becomes available to the recipient on a non-confidential basis from any third party, the disclosure of which to, or the receipt of which by, the recipient, to the knowledge of the recipient after due inquiry, does not violate any contractual or legal obligation said third party has to the disclosing party or any other Person with respect to such information. "Contribution" shall have the meaning set forth in the Recitals. "Contribution Sub" shall have the meaning set forth in the Recitals. "DGCL" shall mean the Delaware General Corporation Law. "Disclosing Party" shall mean any Party that discloses or provides Confidential Information to any other Party to this Agreement. "Exchange Act" shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. "Exchange Rights Agreement" shall mean the Amended and Restated Exchange and Registration Rights Agreement, dated as of April 17, 1996, among THCR, Trump and Trump Casinos. "Gaming Authority" shall mean the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Indiana Gaming Commission or any other governmental agency which 4 regulates gaming in a jurisdiction in which either THCR or its Subsidiaries or Castle Associates or its Subsidiary, as the case may be, conduct gaming activities. "Gaming Laws" shall mean any laws, rules, regulations or ordinances governing gaming activities and any administrative rules or regulations promulgated thereunder, and any other corresponding statutes, rules and regulations. "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "Indemnified Party" shall have the meaning set forth in Section 7.07. "Indemnifying Party" shall have the meaning set forth in Section 7.07. "Liabilities" shall have the meaning set forth in Section 7.07. "Lien" shall mean any mortgage, charge, pledge, lien (statutory or otherwise), privilege, security interest, hypothecation, or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired. "Merger Sub 1.0" shall have the meaning set forth in the Recitals. "Midlantic Credit Agreement" shall mean the Amended and Restated Credit Agreement, dated as of December 28, 1993, among Castle Associates, Castle Funding and Midlantic National Bank. "NJBCA" shall mean the New Jersey Business Corporation Act. "NYSE" shall mean the New York Stock Exchange. "Party" shall have the meaning set forth in the Preamble. "Person" shall mean any individual, partnership, corporation, trust, association, limited liability company, governmental agency or any other entity. "Receiving Party" shall mean any Party that receives or obtains Confidential Information from a Disclosing Party. "Salomon" shall have the meaning set forth in the Recitals. "Salomon Fairness Opinion" shall have the meaning set forth in the Recitals. "SEC" shall mean the United States Securities and Exchange Commission. 5 "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Senior Note Indenture" shall have the meaning set forth in the Recitals. "Stock Incentive Plan" shall mean the 1995 Stock Incentive Plan of THCR. "Subsidiary" shall mean, with respect to any Person, any other Person in which such first Person, directly or indirectly, owns, controls or has the power to vote a majority of the outstanding securities generally entitled to vote upon the election of directors. For the purposes of this Agreement, the term "Subsidiary" shall also include, with respect to THCR, THCR Holdings, Trump Atlantic City Associates and Trump Plaza Associates. "TC/GP" shall have the meaning set forth in the Preamble. "TC/GP Common Stock" shall mean the Common Stock, par value $.01 per share, of TC/GP. "TC/GP Consideration" shall have the meaning set forth in Section 2.01. "TCHI" shall have the meaning set forth in the Preamble. "TCHI Common Stock" shall mean the Common Stock, without par value, of TCHI. "TCHI Consideration" shall have the meaning set forth in Section 2.01. "TCHI Merger" shall have the meaning set forth in Section 2.01. "THCR" shall have the meaning set forth in the Preamble. "THCR Board" shall have the meaning set forth in the Recitals. "THCR Class B Common Stock" shall mean the Class B Common Stock, par value $.01 per share, of THCR. "THCR Common Stock" shall have the meaning set forth in the Recitals. "THCR Entities" shall have the meaning set forth in the Preamble. "THCR Funding" shall have the meaning set forth in the Recitals. 6 "THCR Holdings" shall have the meaning set forth in the Preamble. "THCR Holdings Limited Partnership Interest" shall mean a limited partnership interest of THCR Holdings issued pursuant to the THCR Holdings Partnership Agreement and which is exchangeable into shares of THCR Common Stock pursuant to the Exchange Rights Agreement. "THCR Holdings Partnership Agreement" shall mean the Second Amended and Restated Partnership Agreement, dated as of April 17, 1996, of THCR Holdings. "THCR Indemnified Party" shall have the meaning set forth in Section 7.07. "THCR/LP" shall mean THCR/LP Corporation, a New Jersey corporation wholly owned by THCR. "THCR Material Adverse Effect" shall mean a material adverse effect with respect to the business, results of operations, properties, operations or financial condition of THCR and its Subsidiaries, taken as a whole. "THCR Meeting" shall have the meaning set forth in Section 6.03. "THCR Proxy Statement" shall mean the proxy statement of THCR with respect to the THCR Meeting. "THCR SEC Reports" shall have the meaning set forth in Section 4.04. "THCR Special Committee" shall have the meaning set forth in the Recitals. "THCR Stock Contribution Value" shall have the meaning set forth in Section 2.01. "THCR Stock Market Value" shall mean the average of the closing sale prices on the NYSE of a share of THCR Common Stock for the twenty day trading period ending three trading days immediately preceding the Closing Date, or any other meaning as the Parties shall mutually agree. "Trump" shall have the meaning set forth in the Preamble. "Trump Casinos" shall mean Trump Casinos, Inc., a New Jersey corporation wholly owned by Trump. "Trump Consideration" shall have the meaning set forth in Section 2.01. 7 "Trump Indemnified Party" shall have the meaning set forth in Section 7.07. "Trump Warrants" shall mean the warrants to purchase 1,800,000 shares of THCR Common Stock held by Trump of which (i) 600,000 shares may be purchased on or before April 17, 1999 at $30.00 per share, (ii) 600,000 shares may be purchased on or before April 17, 2000 at $35.00 per share and (iii) 600,000 shares may be purchased on or before April 17, 2001 at $40.00 per share. ARTICLE II THE CONTRIBUTION Section 2.01. The Contribution; Consideration. (a) The aggregate consideration payable hereunder for the Castle Equity shall be $176.9 million (the "Castle Equity Consideration"), which amount represents: (A) $525.0 million (a value for the business and operations of Castle Associates agreed by the Parties as of the date hereof for purposes of the specific transactions contemplated by this Agreement) MINUS (B) $314.0 million (the sum of all the aggregate principal amounts of (i) Castle capital lease obligations and indebtedness outstanding under the Midlantic Credit Agreement, (ii) Castle PIK Notes not held by THCR Holdings, (iii) Castle Senior Notes and (iv) Castle Mortgage Notes outstanding as of the date hereof) MINUS (C) $40.8 million (the aggregate principal amount of all Castle PIK Notes held by THCR Holdings estimated to be outstanding as of the Closing Date less the aggregate discount at which Trump may repurchase the Castle PIK Notes held by THCR Holdings pursuant to agreements entered into prior to the date hereof) PLUS (D) $6.7 million (the estimated amount of excess cash over the operating needs of Castle Associates as of the Closing Date). On the terms and subject to the conditions set forth in this Agreement, including, without limitation, paragraph (b) below, and in reliance upon the Parties' representations set forth below, the Contribution shall take place, and the Castle Equity Consideration shall be payable, on the Closing Date (as defined below) as follows: (i) Trump shall, on the Closing Date, contribute to THCR Holdings and THCR Holdings shall accept as a contribution from Trump, the 61.5% limited partnership interest in Castle Associates owned beneficially and of record by Trump, in consideration of which Trump shall receive at the Closing a 9.52854% THCR Holdings Limited Partnership Interest (the "Trump Consideration"), exchangeable into 3,626,450 shares of THCR Common Stock (valuing each such share at $30.00 per share (the "THCR Stock Contribution Value")); (ii) TC/GP shall, on the Closing Date, contribute to THCR Holdings, and THCR Holdings shall accept as a contribution from TC/GP, the 37.5% limited partnership interest in Castle 8 Associates owned beneficially and of record by TC/GP, in consideration of which TC/GP shall receive at the Closing a 5.81009% THCR Holdings Limited Partnership Interest (the "TC/GP Consideration"), exchangeable into 2,211,250 shares of THCR Common Stock (valuing each such share at the THCR Stock Contribution Value); (iii) the THCR Entities, Trump and TCHI shall, on the Closing Date, cause Merger Sub 1.0 to be merged with and into TCHI in accordance with the NJBCA and the DGCL, whereupon (x) the separate existence of Merger Sub 1.0 shall cease and TCHI shall be the surviving corporation (the "TCHI Merger"), (y) at the effective time of the TCHI Merger, (A) each share of TCHI Common Stock outstanding immediately prior to the TCHI Merger shall be converted into the right to receive $.8845 in cash (the "TCHI Consideration") and (B) each share of common stock of Merger Sub 1.0 shall be converted into the right to receive one share of common stock of the surviving corporation of the TCHI Merger and (z) a provision shall be made for the Castle Warrantholders to receive, in accordance with the terms of the Castle Warrant Agreement, for each former share of TCHI Common Stock for which each Castle Warrant was exercisable immediately prior to the effective time of the TCHI Merger, an amount in cash equal to the TCHI Consideration (the "Castle Warrant Consideration"), to be delivered to the Castle Warrant Agent on behalf of the Castle Warrantholders pursuant to the terms of the Castle Warrant Agreement, representing the consideration that the Castle Warrantholders are entitled to receive, as a result of the TCHI Merger, pursuant to Section 7.2 of the Castle Warrant Agreement; (iv) Trump, TC/GP and TCHI shall, simultaneously with the Contribution, enter into an amendment to the Castle Associates Partnership Agreement, in order to, among other things, convert Castle Associates from a general partnership to a limited partnership, with TCHI as the sole general partner and Trump and TC/GP as the limited partners; and (v) THCR Holdings shall, immediately upon receipt of the 61.5% and 37.5% limited partnership interests in Castle Associates from Trump and TC/GP, respectively, contribute such limited partnership interests to Contribution Sub, whereupon Contribution Sub will own a 99% limited partnership interest in Castle Associates and the surviving corporation of the TCHI Merger will own a 1% general partnership interest in Castle Associates. (b) The Parties agree that if the THCR Stock Market Value is higher than $38.00, then each of the Trump Consideration (and the number of shares of THCR Common Stock into which it is exchangeable) and TC/GP Consideration (and the number of shares of THCR Common Stock into which it is exchangeable) shall be reduced appropriately as of the Closing Date so that no value will be received by Trump or TC/GP in respect of any appreciation of the THCR Common Stock above $38.00 per share. 9 Section 2.02. Closing. (a) Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 9.01, the closing of the Contribution (the "Closing") shall take place as promptly as practicable (and in any event within two business days) after satisfaction or waiver of the conditions set forth in Article VIII (the "Closing Date"), at the offices of Willkie Farr & Gallagher, 153 East 53rd Street, New York, New York, or at such other date, time and location as the Parties shall mutually agree. (b) The Contribution shall be effected on the Closing Date by execution and delivery by the appropriate Parties of duly executed stock certificates, partnership certificates or certificates of interest or assignment, as the case may be, and by the delivery by the THCR Entities of the TCHI Consideration and the Castle Warrant Consideration by wire transfer of immediately available funds to such account as Trump and the Castle Entities, and the Castle Warrant Agent, respectively, shall designate, or by any other method of payment as the Parties, or the THCR Entities and the Castle Warrant Agent (in the case of the Castle Warrant Consideration), shall mutually agree. ARTICLE III REPRESENTATIONS AND WARRANTIES OF TRUMP AND THE CASTLE ENTITIES Trump and each of the Castle Entities represents and warrants to the THCR Entities that: Section 3.01. Corporate Organization. (a) TCHI is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, and has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. TCHI is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it makes such qualification necessary. (b) TC/GP is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. TC/GP is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it makes such qualification necessary. (c) Castle Associates is a general partnership validly existing under the laws of the State of New Jersey, and has all 10 requisite partnership power and authority to own its properties and assets and to conduct its businesses as now conducted. Section 3.02. Capitalization; Title. (a) The authorized capital stock of TCHI consists of 2,500,000 shares of TCHI Common Stock. An aggregate of 1,000,000 shares of TCHI Common Stock are issued and outstanding. The outstanding shares of TCHI Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The outstanding shares of TCHI Common Stock are the sole outstanding capital stock of TCHI. There are no options, warrants or other rights to purchase debt or equity securities of TCHI outstanding, other than the Castle Warrants. Trump owns all outstanding shares of TCHI Common Stock free and clear of any Liens, except for Liens granted to certain of Trump's personal creditors as set forth on a schedule previously delivered to the THCR Entities. (b) Trump, TC/GP and TCHI own a 61.5%, 37.5% and 1% general partnership interest, respectively, in Castle Associates, free and clear of any Liens, except for Liens granted to certain of Trump's personal creditors as set forth on a schedule previously delivered to the THCR Entities. Trump, TC/GP and TCHI are the only partners of Castle Associates. (c) Pursuant to the terms of the Castle Warrant Agreement, the Castle Warrants entitle the Castle Warrantholders to purchase up to an aggregate of 1,000,000 shares of TCHI Common Stock, representing, in the aggregate, an indirect interest in one-half of one percent (.5%) of the Castle Equity. Section 3.03. Subsidiaries. TCHI and TC/GP have no Subsidiaries. Castle Associates has no Subsidiaries other than Castle Funding. Castle Funding (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and has all requisite corporate power and authority to own its properties and conduct its business and operations as currently conducted and (ii) is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified does not have and would not be reasonably expected to have a Castle Material Adverse Effect. Section 3.04. SEC Reports; Financial Statements. Trump has previously furnished the THCR Entities with true and complete copies of the Castle Associates and Castle Funding (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the SEC, (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, as filed with the SEC, and (iii) all other reports or registration statements filed with the SEC since January 1, 1996 through the date hereof (clauses (i) through (iii) being referred to herein collectively as the "Castle SEC Reports"). As of their respective filing dates, the Castle SEC Reports complied in all material respects with the 11 requirements of the Securities Act or the Exchange Act, as the case may be. As of their respective dates, the Castle SEC Reports, including, without limitation, any financial statements included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements included in the Castle SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except as may be indicated therein or in the notes thereto), present fairly the financial position of the entities to which they relate as of the dates thereof and the results of their operations and cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act or the Exchange Act, as the case may be, and are, in all material respects, in accordance with the books of account and records of Castle Associates and Castle Funding. Section 3.05. Absence of Certain Changes or Events. Except as described in the Castle SEC Reports, during the period since March 31, 1996, (i) the business of Castle Associates and Castle Funding has been conducted only in the ordinary course, consistent with past practice, (ii) neither Castle Associates nor Castle Funding has entered into any material transaction other than in the ordinary course, consistent with past practice, and (iii) there has not been any event or change that has had a Castle Material Adverse Effect. Section 3.06. Authorization. (a) Trump has the capacity to carry out his obligations hereunder and each of TC/GP and TCHI has the corporate power to consummate the Contribution and the transactions contemplated thereby. The execution and delivery of this Agreement, the performance of each of the obligations hereunder and the consummation of the Contribution and the other transactions contemplated thereby have been duly authorized and approved by all necessary corporate action by each of the Board of Directors of TC/GP and TCHI. Trump, as sole shareholder of TC/GP and TCHI, has approved the terms of the Contribution and the other transactions contemplated thereby. This Agreement has been duly executed and delivered by Trump and the Castle Entities and constitutes the valid and binding obligation of Trump and the Castle Entities, enforceable against them in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights 12 generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. (b) No other corporate proceedings on the part of TC/GP and TCHI are necessary to authorize the Contribution and the transactions contemplated thereby. Section 3.07. No Conflict or Violation. Assuming receipt of the consents and approvals set forth in Section 3.08 of this Agreement, the execution, delivery and performance by Trump and the Castle Entities of this Agreement and the consummation of the Contribution and the transactions contemplated thereby do not and will not violate or conflict with any provision of the charter documents or by-laws of TC/GP, TCHI or Castle Funding or the Castle Associates Partnership Agreement and do not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which either Trump, TC/GP, TCHI, Castle Associates or Castle Funding is a party or by which each is bound or to which each of their respective properties or assets are subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of their properties or assets, nor adversely affect or result in the cancellation, modification, revocation or suspension of any of their licenses, franchises, permits, authorizations or approvals issued or granted to them by the United States, any state or local government, any foreign national or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing, except as would not be reasonably expected to have a Castle Material Adverse Effect or as would not prevent consummation of the transactions contemplated by the Contribution. Section 3.08. Consents and Approvals. The execution, delivery and performance of this Agreement by Trump, and the performance of the transactions contemplated hereby by Trump and the Castle Entities, do not and will not require any material consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other Person (other than certain of Trump's personal creditors), and no material declaration or notification to, or filing or registration with, or permit of, any governmental or regulatory authority, except as it (i) may be required in connection or compliance with applicable provisions of the DGCL, the NJBCA, the Exchange Act, the Securities Act, the HSR Act, blue sky or other state securities laws or Gaming Laws, (ii) may be required from certain creditors of Castle Associates and Castle Funding in connection with the Contribution and the transactions contemplated thereby, including, without limitation, the modification of certain terms of the agreements to which such 13 creditors are parties, (iii) would not be reasonably expected to have a Castle Material Adverse Effect, (iv) would not prevent consummation of the transactions contemplated by the Contribution or (v) is otherwise contemplated in this Agreement. Section 3.09. Litigation. Except as disclosed in the Castle SEC Reports, there are no actions, suits, investigations or proceedings (adjudicatory, rulemaking or otherwise) pending or, to the knowledge of Trump, threatened against either TC/GP, TCHI, Castle Associates or Castle Funding, or any property of theirs in any court or before any arbitrator of any kind or before or by any governmental or regulatory authority, domestic or foreign, except actions, suits, investigations or proceedings which, individually or in the aggregate, do not have and would not be reasonably expected to result in a Castle Material Adverse Effect. Section 3.10. Taxes. TC/GP, TCHI, Castle Associates and Castle Funding have filed all federal, state, county, local and foreign tax returns required to be filed by them, and have paid all taxes shown to be due thereon, other than taxes for which appropriate reserves have been made in their respective financial statements (and, to the extent material, such reserves have been accurately described to the THCR Entities). There are no assessments or adjustments that have been asserted in writing against TC/GP, TCHI, Castle Associates or Castle Funding for any period for which they have not made appropriate reserves in their financial statements. Section 3.11. Contracts and Leases. The Castle SEC Reports contain a complete listing of all material contracts, leases, agreements or understandings, whether written or oral, required to be described therein or filed as exhibits thereto pursuant to the Securities Act or the Exchange Act, as the case may be. Each of such contracts, leases, agreements and understandings is in full force and effect and (i) none of Castle Associates or Castle Funding or, to the best knowledge of Trump, any other party thereto, has breached or is in default thereunder, (ii) no event has occurred which, with the passage of time or the giving of notice would constitute such a breach or default, (iii) no claim of material default thereunder has, to the best knowledge of Trump, been asserted or threatened and (iv) none of Castle Associates or Castle Funding or, to the best knowledge of Trump, any other party thereto is seeking the renegotiation thereof or substitute performance thereunder, except where such breach or default, or attempted renegotiation or substitute performance, individually or in the aggregate, does not have and would not be reasonably expected to have a Castle Material Adverse Effect. Section 3.12. Compliance with Laws. (a) Castle Associates is not in material violation of any laws, ordinances, governmental rules or regulations to which it is subject, including, without limitation, Gaming Laws and laws or regulations relating to the environment or to occupational health 14 and safety, and no material expenditures are or will be required in order to cause its current operations or properties to comply with any such laws, ordinances, governmental rules or regulations. (b) Castle Associates has all licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property or to the conduct of its businesses, which if not obtained or, if the terms of which are violated, might have a Castle Material Adverse Effect. Castle Associates has not finally been denied any application for any such licenses, permits, franchises or other governmental authorizations necessary to its business. Section 3.13. Absence of Undisclosed Liabilities. Except as disclosed in the Castle SEC Reports, neither Castle Associates nor Castle Funding has any debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to Trump) arising out of any transaction entered into at or prior to the Closing, or any act or omission at or prior to the Closing, or any state of facts existing at or prior to the Closing, including taxes with respect to or based upon the transactions or events occurring at or prior to the Closing, and including, without limitation, unfunded past service liabilities under any pension, profit sharing or similar plan, except current liabilities incurred and obligations under agreements entered into, in the usual and ordinary course of business, none of which (individually or in the aggregate) could have a Castle Material Adverse Effect. Section 3.14. THCR Proxy Statement. None of the information supplied or to be supplied by either Trump, TC/GP, TCHI, Castle Associates or Castle Funding with respect to each of them for inclusion or incorporation by reference in the THCR Proxy Statement will, at the time it is mailed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Closing any event with respect to either Trump, TC/GP, TCHI, Castle Associates or Castle Funding, or their officers and directors, should occur which is required to be described in an amendment of, or a supplement to, such proxy statement, Trump shall promptly notify THCR thereof. Section 3.15. Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Closing, Section 203 of the DGCL is, and shall be, inapplicable to the Castle Entities in connection with the Contribution and the transactions contemplated thereby. Section 3.16. Brokerage/Finder's Fees. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Contribution based 15 upon arrangements made by or on behalf of either Trump or TC/GP, TCHI, Castle Associates or Castle Funding. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE THCR ENTITIES Each of the THCR Entities represents and warrants to Trump and the Castle Entities that: Section 4.01. Corporate Organization. (a) THCR is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. THCR is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not be reasonably expected to have a THCR Material Adverse Effect. (b) THCR Holdings is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to own its properties and assets and to conduct its businesses as now conducted. THCR Holdings is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not be reasonably expected to have a THCR Material Adverse Effect. Section 4.02. Capitalization. (a) The authorized capital stock of THCR consists of 50,000,000 shares of THCR Common Stock, 1,000 shares of THCR Class B Common Stock and 1,000,000 shares of Preferred Stock, par value $1.00 per share. An aggregate of 24,140,090 and 1,000 shares of THCR Common Stock and THCR Class B Common Stock, respectively, are issued and outstanding. All outstanding shares of THCR Class B Common Stock are beneficially owned by Trump. The outstanding shares of THCR Common Stock and THCR Class B Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The outstanding shares of THCR Common Stock and THCR Class B Common Stock are the sole outstanding capital stock of THCR. (b) THCR is the sole general partner of THCR Holdings. Trump, Trump Casinos and THCR/LP are the only limited partners of THCR Holdings. THCR holds an approximately 71% general partnership interest in THCR Holdings. Trump and Trump Casinos hold in the aggregate an approximately 25% limited partnership interest in THCR Holdings, which is exchangeable, at their 16 option, into 8,081,023 shares of THCR Common Stock (subject to certain adjustments set forth in the Exchange Rights Agreement). THCR/LP holds an approximately 4% limited partnership interest in THCR Holdings. Assuming no further equity issuances by THCR Holdings and no adjustments pursuant to Section 2.01(b) hereof, immediately after the Closing, (i) THCR shall hold an approximately 60.0% general partnership interest in THCR Holdings, (ii) Trump, Trump Casinos and TC/GP shall hold in the aggregate an approximately 36.6% limited partnership interest in THCR Holdings, which shall be exchangeable, at their option, into 13,918,723 shares of THCR Common Stock (subject to certain adjustments set forth in the Exchange Rights Agreement) and (iii) THCR/LP shall hold an approximately 3.4% limited partnership interest in THCR Holdings. Upon the exchange of limited partnership interests for THCR Common Stock by Trump, Trump Casinos or TC/GP, the interests in THCR Holdings held by THCR and any subsidiary that is also a partner of THCR Holdings will effectively be increased in the aggregate by an amount equal to such exchanged interests. (c) THCR has authorized and reserved for issuance that number of shares of THCR Common Stock (i) into which the THCR Holdings Limited Partnership Interests held by Trump and Trump Casinos immediately prior to the consummation of the Contribution are convertible, (ii) that underlie the Trump Warrants, (iii) that are issuable pursuant to the Stock Incentive Plan and (iv) into which the THCR Holdings Limited Partnership Interests to be issued to Trump and TC/GP pursuant to Section 2.01 hereof are exchangeable. Upon conversion into THCR Common Stock of the THCR Holdings Limited Partnership Interests to be issued to Trump and TC/GP pursuant to Section 2.01 hereof, such shares of THCR Common Stock will be validly issued, fully paid and non-assessable and their issuance will not be subject to any preemptive or similar rights. Section 4.03. Subsidiaries. Each Subsidiary of the THCR Entities (i) is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization and has the full power and authority to own its properties and conduct its business and operations as currently conducted, except where the failure to be duly organized, validly existing or in good standing does not have, and would not be reasonably expected to have, a THCR Material Adverse Effect, and (ii) is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified does not have and would not be reasonably expected to have a THCR Material Adverse Effect. Section 4.04. SEC Reports; Financial Statements. The THCR Entities have previously furnished Trump with true and complete copies of their respective (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as filed with the SEC, (ii) 17 Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, as filed with the SEC, (iii) proxy statements relating to all meetings of stockholders (whether annual or special) since January 1, 1996 and prior to the date hereof and (iv) all other reports or registration statements filed with the SEC since January 1, 1996 through the date hereof (clauses (i) through (iv) being referred to herein collectively as the "THCR SEC Reports"). As of their respective filing dates, the THCR SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be. As of their respective filing dates, the THCR SEC Reports, including, without limitation, any financial statements included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements included in the THCR SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except as may be indicated therein or in the notes thereto), present fairly the financial position of the entities to which they relate as of the dates thereof and the results of their operations and cash flows for the periods presented therein subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act or the Exchange Act, as the case may be, and are, in all material respects, in accordance with the books of account and records of the THCR Entities. Section 4.05. Absence of Certain Changes or Events. Except as described in the THCR SEC Reports, during the period since March 31, 1996, (i) the business of THCR and its Subsidiaries has been conducted only in the ordinary course, consistent with past practice, (ii) neither THCR nor any of its Subsidiaries has entered into any material transaction other than in the ordinary course, consistent with past practice, and (iii) there has not been any change or event that has had a THCR Material Adverse Effect. Section 4.06. Authorization. (a) THCR and THCR Holdings have the corporate and partnership power, respectively, to enter into this Agreement and to carry out their obligations hereunder and, subject to the approval by the affirmative vote of a majority of the outstanding shares of THCR Common Stock and THCR Class B Common Stock, voting as a single class, have the power to consummate the Contribution and the other transactions contemplated thereby. The execution and delivery of this Agreement, the performance of THCR's obligations hereunder and the consummation of the Contribution have been duly authorized by 18 all necessary corporate action by the THCR Special Committee and the THCR Board. Salomon has delivered to the THCR Special Committee the Salomon Fairness Opinion, dated June 24, 1996, that the consideration to be paid by the THCR Entities in the Contribution, is fair, from a financial point of view, to THCR. The THCR Special Committee and the THCR Board have unanimously approved the terms of the Contribution and this Agreement on behalf of THCR, in its own capacity and as the sole general partner of THCR Holdings. This Agreement has been duly executed and delivered by the THCR Entities and constitutes the valid and binding obligation of the THCR Entities enforceable against them in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. (b) Except for the approval of the Contribution by the holders of THCR Common Stock and THCR Class B Common Stock, no other corporate proceedings on the part of the THCR Entities or their Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby. Section 4.07. No Conflict or Violation. Assuming receipt of the consents and approvals set forth in Section 4.08 of this Agreement, the execution, delivery and performance by the THCR Entities of this Agreement, the consummation of the Contribution and the transactions contemplated thereby, do not and will not violate or conflict with any provision of the charter documents or by-laws or partnership agreements, as the case may be, of the THCR Entities or their Subsidiaries and do not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the THCR Entities or their Subsidiaries are a party or by which they are bound or to which their respective properties or assets are subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of the THCR Entities or their Subsidiaries, nor adversely affect or result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits, authorizations or approvals issued or granted to the THCR Entities or their Subsidiaries by the United States, any state or local government, any foreign national or local government, or any department, agency, board, commission, bureau or instrumentality of any of the foregoing, except as would not be reasonably expected to have a THCR Material Adverse Effect or as would not prevent consummation of the transactions contemplated by the Contribution. 19 Section 4.08. Consents and Approvals. The execution, delivery and performance of this Agreement by the THCR Entities do not and will not require any material consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other Person (other than the approval of the Contribution by the holders of the THCR Common Stock and THCR Class B Common Stock), and no material declaration or notification to, or filing or registration with, or permit of, any governmental or regulatory authority, except as it (i) may be required in connection or compliance with applicable provisions of the DGCL, the Exchange Act, the Securities Act, the HSR Act, blue sky or other state securities laws or Gaming Laws, (ii) would not be reasonably expected to have a THCR Material Adverse Effect, (iii) would not prevent consummation of the transactions contemplated by the Contribution or (iv) is otherwise contemplated in this Agreement. 4.09. Litigation. Except as disclosed in the THCR SEC Reports, there are no actions, suits, investigations or proceedings (adjudicatory, rulemaking or otherwise) pending or, to the knowledge of the THCR Entities, threatened against the THCR Entities or any of their Subsidiaries, or any property of the THCR Entities or any such Subsidiary in any court or before any arbitrator of any kind or before or by any governmental or regulatory authority, domestic or foreign, except actions, suits, investigations or proceedings which, individually or in the aggregate, do not have and would not be reasonably expected to result in a THCR Material Adverse Effect. Section 4.10. Taxes. The THCR Entities and their Subsidiaries have filed all federal, state, county, local and foreign tax returns required to be filed by them, and have paid all taxes shown to be due thereon, other than taxes for which appropriate reserves have been made in the financial statements of the THCR Entities and their Subsidiaries (and, to the extent material, such reserves have been accurately described to Trump). There are no assessments or adjustments that have been asserted in writing against the THCR Entities or their Subsidiaries for any period for which the THCR Entities or their Subsidiaries have not made appropriate reserves in their financial statements. Section 4.11. Contracts and Leases. The THCR SEC Reports contain a complete listing of all material contracts, leases, agreements or understandings, whether written or oral, required to be described therein or filed as exhibits thereto pursuant to the Securities Act or the Exchange Act, as the case may be. Each of such contracts, leases, agreements and understandings is in full force and effect and (i) none of the THCR Entities or their Subsidiaries or, to the best knowledge of the THCR Entities, any other party thereto, has breached or is in default thereunder, (ii) no event has occurred which, with the passage of time or the giving of notice would constitute such a breach or default, (iii) no claim of material default thereunder has, to the best 20 knowledge of the THCR Entities, been asserted or threatened and (iv) none of the THCR Entities or their Subsidiaries or, to the best knowledge of the THCR Entities, any other party thereto is seeking the renegotiation thereof or substitute performance thereunder, except where such breach or default, or attempted renegotiation or substitute performance, individually or in the aggregate, does not have and would not be reasonably expected to have a THCR Material Adverse Effect. Section 4.12. Compliance with Laws. (a) Neither the THCR Entities nor their Subsidiaries are in material violation of any laws, ordinances, governmental rules or regulations to which they are subject, including, without limitation, Gaming Laws and laws or regulations relating to the environment or to occupational health and safety, and no material expenditures are or will be required in order to cause their current operations or properties to comply with any such laws, ordinances, governmental rules or regulations. (b) The THCR Entities and their Subsidiaries have all licenses, permits, franchises or other governmental authorizations necessary to the ownership of their property or to the conduct of their businesses, which if not obtained or, if the terms of which are violated, might have a THCR Material Adverse Effect. Neither the THCR Entities nor their Subsidiaries have finally been denied any application for any such licenses, permits, franchises or other governmental authorizations necessary to their business. Section 4.13. Absence of Undisclosed Liabilities. Except as disclosed in the THCR SEC Reports, none of the THCR Entities has any debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to the THCR Entities) arising out of any transaction entered into at or prior to the Closing, or any act or omission at or prior to the Closing, or any state of facts existing at or prior to the Closing, including taxes with respect to or based upon the transactions or events occurring at or prior to the Closing, and including, without limitation, unfunded past service liabilities under any pension, profit sharing or similar plan, except current liabilities incurred and obligations under agreements entered into, in the usual and ordinary course of business, none of which (individually or in the aggregate) could have a THCR Material Adverse Effect. Section 4.14. THCR Proxy Statement. None of the information supplied or to be supplied by the THCR Entities with respect to the THCR Entities and their Subsidiaries for inclusion or incorporation by reference in the THCR Proxy Statement will, at the time it is mailed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Closing any event 21 with respect to the THCR Entities or any of their Subsidiaries, or their officers and directors, should occur which is required to be described in an amendment of, or a supplement to, such proxy statement, the THCR Entities shall notify Trump thereof. Section 4.15. Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Closing, Section 203 of the DGCL, is, and shall be, inapplicable to the THCR Entities in connection with the Contribution and the transactions contemplated thereby. Section 4.16. Brokerage/Finder's Fees. Except for Salomon, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Contribution based upon arrangements made by or on behalf of the THCR Entities or their Subsidiaries, and the fees and commissions payable to Salomon, as contemplated by this Section, will be paid in full by the THCR Entities. ARTICLE V COVENANTS OF TRUMP AND THE CASTLE ENTITIES Section 5.01. Conduct Pending the Contribution. From and after the date of this Agreement and until the Closing, Trump and the Castle Entities shall, and shall cause Castle Associates and Castle Funding to, conduct their business solely in the ordinary course consistent with past practice and Trump and the Castle Entities shall, and shall cause Castle Associates and Castle Funding not to, except with the prior written consent of the THCR Entities or as required or permitted pursuant to the terms hereof or as contemplated in the Castle SEC Reports filed through the date hereof or by the terms of the Contribution: (i) make any material change in the conduct of their businesses and operations or enter into any transaction, other than in the ordinary course of business consistent with past practice; (ii) make any change in their certificate of incorporation or by-laws or partnership agreement, as the case may be, issue any additional shares of capital stock or equity securities, grant any option, warrant or right to acquire any capital stock or equity securities, issue any security convertible into or exchangeable for their capital stock, alter in any material respect the terms of any of their outstanding securities, or make any change in their outstanding shares of capital stock or in their capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise; (iii) incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other 22 corporate securities or grant any option, warrant or right to purchase any thereof, other than in the ordinary course of business consistent with past practice; (iv) make any sale, assignment, transfer, abandonment or other conveyance of any of their assets or any part thereof, except in the ordinary course of business consistent with past practices; (v) subject any of their assets, or any part thereof, to any lien or suffer such to be imposed other than such liens as may arise in the ordinary course of business consistent with past practice or by operation of law; (vi) redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of their capital stock or declare, set aside or pay any dividends or make any other distribution in respect of such shares or make any other distributions in respect of equity interests; (vii) increase the compensation payable or to become payable to their executive officers or employees, except for increases in the ordinary course of business in accordance with past practices, or grant any severance or termination pay to, or enter into any employment or severance agreement (other than in the ordinary course of business) with, any director or executive officer, or establish, adopt, enter into or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust fund, policy or arrangement for the benefit of any director, executive officer or employee; (viii) take any other action that would cause any of the representations and warranties made in this Agreement not to remain true and correct; or (ix) commit themselves to do any of the foregoing. Section 5.02. No Solicitation. Neither Trump nor the Castle Entities shall, directly or indirectly, take (nor shall any of them authorize or permit Castle Associates or Castle Funding, or their officers, directors, employees, representatives, investment bankers, attorneys, accountants or other agents or affiliates, to take) any action (i) to knowingly encourage, solicit or initiate the submission of any Acquisition Proposal, (ii) to enter into any agreement with respect to any Acquisition Proposal or (iii) to participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any 23 Acquisition Proposal. Notwithstanding the foregoing, the Parties agree that in the event Trump or TCHI receives an unsolicited Acquisition Proposal by any other Person relating to a transaction involving the sale of the TCHI Common Stock or any merger, consolidation or other business combination or acquisition of all or substantially all of the assets or securities of TCHI, Trump or TCHI, as the case may be, may review and act upon such unsolicited Acquisition Proposal solely as it relates to such transaction only in the event that Trump and/or TCHI, as the case may be, determines in good faith, after consultation with and based upon the advice of his and/or its financial and legal advisors, that failing to review and act upon such proposal would constitute a breach of fiduciary duty. Trump will promptly communicate to the THCR Entities any solicitation by or of TC/GP, TCHI, Castle Associates or Castle Funding and the terms of any proposal or inquiry, including the identity of the Person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from it or of any such negotiations or discussions being sought to be initiated with it. Prior to the date hereof, Trump and the Castle Entities shall have delivered to the THCR Entities all written materials relating to all Acquisition Proposals received by Trump and the Castle Entities from January 1, 1995 through the date hereof, if any. Section 5.03. Letters of Accountants. Trump shall use his reasonable best efforts to cause to be delivered to the THCR Entities "comfort letters" of Arthur Andersen LLP, the Castle Associates' independent public accountants, dated and delivered the date on which the THCR Proxy Statement is mailed and as of the Closing Date, and addressed to the THCR Special Committee and the THCR Board, in form and substance reasonably satisfactory to the THCR Entities and reasonably customary in scope and substance for letters delivered by independent public accountants in connection with transactions such as those contemplated by this Agreement. ARTICLE VI COVENANTS OF THE THCR ENTITIES Section 6.01. Conduct Pending the Contribution. From and after the date of this Agreement and until the Closing, the THCR Entities shall, and shall cause each of their Subsidiaries to, conduct their business solely in the ordinary course consistent with past practice and, without the prior written consent of Trump and the Castle Entities, the THCR Entities shall not, and shall cause each of their Subsidiaries not to, except as required or permitted pursuant to the terms hereof or as contemplated in the THCR SEC Reports filed through the date hereof or by the terms of the Contribution: 24 (i) make any material change in the conduct of their businesses and operations or enter into any transaction other than in the ordinary course of business consistent with past practice; (ii) make any change in its certificate of incorporation or by-laws or partnership agreement, as the case may be, or make any material change in their outstanding shares of capital stock or in their capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise; (iii) redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of their capital stock or declare, set aside or pay any dividends or make any other distribution in respect of such shares or make any other distributions in respect of equity interests; (iv) take any other action that would cause any of the representations and warranties made in this Agreement not to remain true and correct; or (v) commit themselves to do any of the foregoing. 6.02. THCR Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, THCR shall prepare and file with the SEC the preliminary THCR Proxy Statement. As promptly as reasonably practicable after comments are received from the SEC with respect to the THCR Proxy Statement and after the satisfactory response thereto by THCR, THCR shall file with the SEC the definitive THCR Proxy Statement. Thereafter, THCR shall distribute the definitive THCR Proxy Statement and related proxy card to its stockholders. THCR shall cause the THCR Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act. Section 6.03. Stockholders Meeting. THCR shall take all action necessary, in accordance with applicable law and its certificate of incorporation and by-laws, to convene a special meeting of the holders of the THCR Common Stock and the THCR Class B Common Stock (the "THCR Meeting") as promptly as practicable for the purpose of approving the Contribution. Subject to its fiduciary duties, as advised by outside counsel, the THCR Board will recommend that holders of THCR Common Stock vote in favor of and approve the Contribution at the THCR Meeting. ARTICLE VII OTHER AGREEMENTS Section 7.01. Registration Rights; Partnership Agreement. (a) THCR and Trump agree to amend the Exchange Rights Agreement to afford Trump the registration rights and exchange privileges 25 contained in the Exchange Rights Agreement with respect to the THCR Holdings Limited Partnership Interests that Trump and TC/GP shall receive pursuant to Section 2.01 hereof. (b) THCR and Trump shall, and shall cause the other limited partners of THCR Holdings to, amend the THCR Holdings Partnership Agreement or to waive any provisions thereof as shall be necessary to effect the transactions contemplated by this Agreement. Section 7.02. Additional Agreements; Consents. Subject to the terms and conditions herein provided, each of the Parties agrees, and Trump agrees to cause each of TC/GP, TCHI, Castle Associates and Castle Funding to agree, to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Contribution, including using all reasonable efforts to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings (including, but not limited to, filings with all applicable governmental agencies) and to lift any injunction or other legal bar to the transactions contemplated by this Agreement (and, in such case, to proceed with the transactions contemplated by this Agreement as expeditiously as possible). Section 7.03. Access to Information; Confidentiality. (a) Each of the Parties shall, and Trump and the Castle Entities shall cause each of Castle Associates and Castle Funding to, afford to the other Parties and to their accountants, counsel and other representatives full access during normal business hours (and at such other times as the Parties may mutually agree) throughout the period until the Closing to all of its properties, books, contracts, commitments, records and personnel and, during such period, each shall furnish promptly to the others (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws or Gaming Laws and (ii) all other information concerning its business, properties and personnel, both past and present, as such party may reasonably request. (b) A Receiving Party shall (i) keep confidential and not disclose or reveal to any Person, other than those employed by the Receiving Party or acting on the Receiving Party's behalf and directly participating in the performance of such party's obligations under this Agreement, all Confidential Information, (ii) cause their respective affiliates and the directors, officers, employees, agents, advisors and controlled or controlling Persons of such party and its affiliates to observe the terms of this Section and to keep confidential and not disclose or reveal to any Person all Confidential Information and (iii) not use Confidential Information for any purpose other than in connection with the transactions contemplated by this Agreement and in a manner approved by the Disclosing Party. 26 (c) In the event that a Receiving Party is requested or required by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or required (as advised in writing by its outside counsel) to disclose any of the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice so that it may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained, the Receiving Party may disclose such Confidential Information pursuant to such interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or other law; provided, however, that the Receiving Party shall exercise best efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information. (d) Without prejudice to the rights and remedies otherwise available to a Disclosing Party, a Disclosing Party shall be entitled to equitable relief by way of injunction if the Receiving Party or any of the Receiving Party's affiliates and the directors, officers, employees, agents, advisors and controlled or controlling Persons of such Receiving Party and its affiliates breach or threaten to breach any of the provisions of this Section. Section 7.04. Notification of Certain Matters. Trump and the THCR Entities shall give prompt notice to each other of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; (iii) any action, suit, claim, investigation or proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Trump, TC/GP, TCHI, Castle Associates or Castle Funding and the THCR Entities or any of their Subsidiaries, which is reasonably likely to have a Castle Material Adverse Effect (in the case of Trump, TC/GP, TCHI, Castle Associates or Castle Funding) or a THCR Material Adverse Effect (in the case of the THCR Entities or their Subsidiaries) or prevent the consummation of the transactions contemplated by this Agreement or cause any of such transactions to be rescinded following consummation; (iv) the occurrence, or failure to occur, of any event or change in circumstances where such occurrence or failure to occur would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date; and 27 (v) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification shall affect the representations or warranties of the parties or the conditions to the obligations of the parties hereunder. Section 7.05. HSR Act. The Parties shall, and Trump and the Castle Entities shall cause Castle Associates and Castle Funding to, use their respective best efforts to file or cause to be filed as soon as practicable all the required notifications under the HSR Act in connection with the Contribution, and to respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other governmental authority in connection with antitrust matters. Section 7.06. Merger Agreement. To the extent required under the DGCL, NJBCA or any other applicable state law relating to mergers, TCHI shall, and THCR and THCR Holdings shall cause Merger Sub 1.0 to, enter into a plan of merger in order to effect the TCHI Merger on the terms set forth in Section 2.01 of this Agreement. Section 7.07. Indemnification. (a) Trump and the Castle Entities hereby agree, and agree to cause Castle Associates and Castle Funding to, indemnify the THCR Entities and each of their officers, directors, partners, controlling persons, affiliates, agents and employees (other than Trump), and their respective heirs, successors and assigns (each a "THCR Indemnified Party"), against any losses, claims, damages, expenses (including the reasonable fees and expenses of their respective attorneys), liabilities, actions, proceedings, investigations (formal or informal), inquiries or threats thereof (collectively, the "Liabilities") to which a THCR Indemnified Party may become subject to and arising in any matter out of or in connection with (i) any breach of any representation or warranty made by Trump or the Castle Entities in this Agreement and (ii) any breach of any covenant or agreement of Trump or the Castle Entities in this Agreement. (b) The THCR Entities hereby agree to indemnify Trump and his heirs, successors and assigns (each a "Trump Indemnified Party" and collectively with a THCR Indemnified Party, an "Indemnified Party") against any Liabilities to which a Trump Indemnified Party may become subject to and arising in any matter out of or in connection with (i) any breach of any representation or warranty made by the THCR Entities in this Agreement and (ii) any breach of any covenant or agreement of the THCR Entities in this Agreement. 28 (c) Each Indemnified Party shall give notice to the Party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party); and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section, unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party (which consent shall not unreasonably be withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a full and unconditional release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. Section 7.08. Voting Agreement. Trump, the beneficial owner of all the outstanding shares of THCR Class B Common Stock, hereby agrees to vote or cause to be voted at the THCR Meeting all of such shares and any shares of THCR Common Stock that he beneficially owns, for approval of the Contribution, which approval will include the approval and adoption of this Agreement. ARTICLE VIII CONDITIONS TO THE CONTRIBUTION Section 8.01. Conditions of Each Party. The respective obligations of the THCR Entities and Trump and the Castle Entities to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any or all of which may be waived in whole or in part, to the extent permitted by applicable law: 29 (i) the Contribution shall have been duly approved and adopted by the affirmative vote of a majority of the outstanding shares of THCR Common Stock and THCR Class B Common Stock, voting as a single class, in accordance with the DGCL and the certificate of incorporation of THCR; (ii) the Contribution shall have been duly approved by the affirmative vote of a majority of the outstanding shares of THCR Common Stock (excluding shares held by officers and directors of THCR and their affiliates); (iii) the consent of certain of Trump's personal creditors necessary to consummate the Contribution and the transactions contemplated thereby shall have been obtained, and all Liens in favor of any such creditors on the Castle Equity shall have been released; (iv) all filings required to be made prior to the Closing with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing from any governmental and regulatory authorities (including, without limitation, Gaming Authorities) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained (as the case may be) without restrictions, except where the failure to obtain such consents, approvals, permits and authorizations could not be reasonably be expected to have a Castle Material Adverse Effect or a THCR Material Adverse Effect, as the case may be; (v) no court or governmental or regulatory authority of competent jurisdiction (including, without limitation, Gaming Authorities) shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) or taken any action that prohibits the consummation of the transactions contemplated by this Agreement; provided, however, that the parties invoking this condition shall use their best efforts to have any such judgment, decree, injunction or order vacated; and (vi) the waiting period applicable to the consummation of the Contribution under the HSR Act shall have expired or been terminated. Section 8.02. Conditions of Trump. The obligations of Trump and the Castle Entities to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by Trump and the Castle Entities to the extent permitted by applicable law: 30 (i) each of the THCR Entities shall have performed in all material respects all of its respective obligations hereunder required to be performed by it at or prior to the Closing; (ii) each of the representations and warranties of the THCR Entities contained in this Agreement and in any certificate or other writing delivered by the THCR Entities pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent it relates to a particular date); and (iii) Trump shall have received a certificate from THCR, in its own capacity and as the sole general partner of THCR Holdings, signed by an executive officer of THCR, to the effect set forth in clauses (i) and (ii) of this Section. Section 8.03. Conditions of the THCR Entities. The obligation of the THCR Entities to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by the THCR Entities to the extent permitted by applicable law: (i) Castle Associates shall have been converted into a limited partnership and the Castle Associates Partnership Agreement shall have been amended in form and substance satisfactory to the THCR Entities; (ii) TCHI shall have complied with Section 7.2 of the Castle Warrant Agreement and all other relevant provisions thereof and the Castle Warrants shall have been canceled or appropriate provision shall have been made therefor; (iii) the consent of certain creditors of Castle Associates and Castle Funding to modify certain terms of the agreements to which such creditors are parties (in form and substance satisfactory to the THCR Entities) shall have been obtained; (iv) Trump and the Castle Entities shall have performed, and shall have caused Castle Associates and Castle Funding to perform, in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing; (v) each of the representations and warranties of Trump and the Castle Entities contained in this Agreement and in any certificate or other writing delivered by Trump and the Castle Entities pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent it relates to a particular date); and (vi) the THCR Entities shall have received a certificate signed by Trump and the Castle Entities to the effect set forth in clauses (iv) and (v) of this Section. 31 ARTICLE IX TERMINATION Section 9.01. Termination. This Agreement may be terminated and the Contribution may be abandoned at any time prior to the Closing (whether before or after approval of this Agreement by the stockholders of THCR): (i) by joint written consent of Trump, the Castle Entities and the THCR Entities; (ii) by Trump and the Castle Entities if any of the conditions specified in Sections 8.01 or 8.02 have not been satisfied or waived by Trump or the Castle Entities at such time as such condition is no longer capable of satisfaction; (iii) by Trump or TCHI, as the case may be, to act upon an unsolicited Acquisition Proposal as set forth in Section 5.02 hereof; (iv) by the THCR Entities if any of the conditions specified in Sections 8.01 or 8.03 have not been satisfied or waived by the THCR Entities at such time as such condition is no longer capable of satisfaction; or (v) by any Party if the Contribution has not been consummated on or before December 31, 1996; provided, however, that a party may not terminate this Agreement pursuant to this clause if the failure of such party to fulfill any of its obligations under this Agreement shall have been the reason that the Contribution shall not have been consummated on or before said date. Section 9.02. Effect of Termination. In the event of termination of this Agreement pursuant to this Article, this Agreement shall forthwith terminate and (except for the willful breach of this Agreement by any Party) there shall be no liability on the part of any Party; provided, however, that Sections 3.16, 4.16, 7.03 (b), (c) and (d), 9.02, 10.01, 10.05, 10.06, 10.07, 10.09, 10.11 and 10.13 and the last sentence of Section 10.03 shall survive the termination of this Agreement. ARTICLE X MISCELLANEOUS Section 10.01. Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile or similar writing) and shall be given: (i) if to Trump and the Castle Entities to: 32 Donald J. Trump 725 Fifth Avenue New York, New York 10022 Facsimile: (212) 755-3230 with copies to: Andrews & Kurth L.L.P. 425 Lexington Avenue New York, New York 10017 Facsimile: (212) 850-2800 Attention: Emanuel S. Cherney, Esq. (ii) if to the THCR Entities to: Trump Hotels & Casino Resorts, Inc. Mississippi Avenue and The Boardwalk Atlantic City, New Jersey 08401 Facsimile: (609) 441-7926 Attention: Robert M. Pickus, Esq. with copies to: Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022 Facsimile: (212) 821-8111 Attention: Daniel D. Rubino, Esq. or such other address or facsimile number as such Party may hereafter specify by notice to the other Parties. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and the appropriate confirmation is provided, (ii) if given via United States mail, three days after such notice is deposited in the mail in a postage pre-paid envelope or (iii) if given by any other means, when delivered at the address specified in this Section. Section 10.02. Survival. All the representations, warranties, agreements or covenants contained herein shall survive the Closing Date for a period of two years. Section 10.03. Amendment. Any provision of this Agreement may be amended by the Parties at any time prior to the Closing, provided that any such amendment made after the approval of the Contribution by the stockholders of THCR shall not, without further approval of such stockholders, (i) alter or change the amount, kind or manner of payment of the consideration to be received or (ii) change any other terms or conditions of this Agreement, if any of such changes, alone or in the aggregate, would materially and adversely affect the stockholders of THCR. 33 Any amendment to this Agreement shall be in writing signed by all the Parties. Section 10.04. Waiver. At any time prior to the Closing, the Parties may, unless otherwise set forth in this Agreement, (i) extend the time for the performance of any agreement of the other Party or Parties, (ii) waive any inaccuracy in the representations and warranties contained herein or in any document delivered pursuant hereto or (iii) waive compliance with any agreement or condition of the other Party or Parties contained herein. Any agreement on the part of any Party to any such extension or waiver shall be effective only if set forth in a writing signed on behalf of such Party and delivered to the other Party or Parties. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other right, power or privilege. Section 10.05. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided, however, that no Party may assign or otherwise transfer any of its rights under this Agreement without the consent of each of the other Parties. Section 10.06. Governing Law. Except to the extent set forth in Section 10.07 or in the DGCL, this Agreement shall be construed in accordance with and governed by the internal laws of the State of New York without regard to principles of conflict of laws. Section 10.07. Gaming Laws. Each of the provisions of this Agreement is subject to and shall be enforced in compliance with the Gaming Laws. Section 10.08. Integration. This Agreement embodies the entire agreement and understanding among the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof. Section 10.09. Third Party Beneficiaries. Except as otherwise provided herein, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any other Person any rights or remedies hereunder. Section 10.10. Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, 34 this being in addition to any other remedy to which they are entitled at law or in equity. Section 10.11. Remedies Cumulative. All rights, powers and remedies provided under this Agreement otherwise available at law or in equity shall be cumulative and not alternative, and the exercise or beginning of any thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party. Section 10.12. Publicity. So long as this Agreement is in effect, each of the Parties agrees to consult with each other in issuing any press release or otherwise making any public statement with respect to the Contribution, and none of them shall issue any press release or make any public statement prior to such consultation, except as may be required by law or by obligations pursuant to any listing agreement with any national securities exchange. The commencement of litigation relating to this Agreement or any proceedings in connection therewith shall not be deemed a violation of this Section. Section 10.13. Fees and Expenses. Whether or not the Contribution is consummated, (i) any costs and expenses incurred by a Party in connection with the Contribution and the transactions contemplated thereby shall be borne in full by such Party and (ii) Trump and the Castle Entities shall cause each of Castle Associates and Castle Funding to pay for their own costs and expenses incurred in connection with the Contribution and the transactions contemplated thereby. Section 10.14. Headings; Counterparts; Effectiveness. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received counterparts hereof signed by the other Parties. 35 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. TRUMP HOTELS & CASINO RESORTS, INC. /S/ NICHOLAS L. RIBIS -------------------------------------- By: Nicholas L. Ribis Title: President and Chief Executive Officer TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. By: Trump Hotels & Casino Resorts, Inc., as general partner /S/ NICHOLAS L. RIBIS -------------------------------------- By: Nicholas L. Ribis Title: President and Chief Executive Officer TC/GP, INC. /S/ DONALD J. TRUMP -------------------------------------- By: Donald J. Trump Title: President TRUMP'S CASTLE HOTEL & CASINO, INC. /S/ NICHOLAS L. RIBIS -------------------------------------- By: Nicholas L. Ribis Title: Vice President and Assistant Secretary /S/ DONALD J. TRUMP -------------------------------------- Donald J. Trump 36 TRUMP HOTELS & CASINO RESORTS, INC. TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. 2500 Boardwalk Atlantic City, New Jersey 08401 August 27, 1996 TC/GP, INC. One Castle Boulevard Atlantic City, New Jersey 08401 TRUMP'S CASTLE HOTEL & CASINO, INC. One Castle Boulevard Atlantic City, New Jersey 08401 DONALD J. TRUMP 725 Fifth Avenue New York, New York 10022 Dear Sirs: This letter will confirm our agreement to modify the terms of that certain Agreement, dated June 24, 1996, by and among Trump Hotels & Casino Resorts, Inc., Trump Hotels & Casino Resorts Holdings, L.P., TC/GP, Inc., Trump's Castle Hotel & Casino, Inc. and Donald J. Trump (the "Agreement"). Capitalized terms not otherwise defined herein shall have the same meanings as ascribed to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, the Agreement is hereby modified as follows: 1. The Castle Associates Partnership Agreement shall be amended, on or prior to the date of the Contribution, to convert Castle Associates into a limited partnership in which (i) Trump, TC/GP and TCHI will remain as general partners each with a 1% partnership interest in Castle Associates and (ii) Trump and TC/GP shall become limited partners with a 60.5% and a 36.5% partnership interest in Castle Associates, respectively. 2. The Castle Associates Partnership Agreement shall be again amended to reflect that, simultaneously with the Contribution, Trump and TC/GP shall have converted each of their 1% general partnership interests into limited partnership interests and shall have assigned a 61.5% and a 37.5% limited partnership interest, respectively, to THCR Holdings. 3. Upon consummation of the Contribution, Castle Associates shall be a limited partnership with THCR Holdings as a 99% limited partner and TCHI (as the surviving corporation of the TCHI Merger) as a 1% general partner. Except to the extent necessary to implement the changes set forth herein, the Agreement shall remain unmodified and in full force and effect. This letter may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. If the foregoing correctly sets forth the understanding and agreement between the Parties, please sign below and return one original executed copy of this letter. Very truly yours, TRUMP HOTELS & CASINO RESORTS, INC. By: /S/ NICHOLAS L. RIBIS -------------------------------------------- Name: Nicholas L. Ribis Title: President and Chief Executive Officer TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. By: Trump Hotels & Casino Resorts, Inc., as general partner By: /S/ NICHOLAS L. RIBIS -------------------------------------------- Name: Nicholas L. Ribis Title: President and Chief Executive Officer Confirmed and Agreed as of the date first written above: TC/GP, INC. By: /S/ DONALD J. TRUMP -------------------------------------------- Name: Donald. J. Trump Title: President TRUMP'S CASTLE HOTEL & CASINO, INC. By: /S/ NICHOLAS L. RIBIS -------------------------------------------- Name: Nicholas L. Ribis Title: Vice President and Assistant Secretary /S/ DONALD J. TRUMP -------------------------------------------- Donald J. Trump -2- -----END PRIVACY-ENHANCED MESSAGE-----