Exhibit 10.19
LETTER
AGREEMENT
This LETTER AGREEMENT (this
“Agreement”) is entered into as of February 12, 2004,
between Trump Hotels & Casino Resorts, Inc., a Delaware
corporation (the “Company”) and Trump Hotels &
Casino Resorts Holdings, L.P., a Delaware limited partnership
(“Trump Holdings”), and DLJ Merchant Banking Partners
III, L.P., a Delaware limited partnership
(“DLJMB”).
WHEREAS, on January 21, 2004, the
Company and DLJMB entered into an Exclusivity Agreement (the
“Exclusivity Agreement”) setting forth certain matters
related to a possible transaction pursuant to which DLJMB would
make a substantial equity investment in the Company in connection
with a restructuring of the debt securities of the Company’s
subsidiaries and its controlled affiliates (the
“Transaction”), which agreement remains in full force
and effect;
WHEREAS, the Company has advised
DLJMB that it has determined that it will publicly disclose the
fact that it has entered into the Exclusivity Agreement with DLJMB
and is in active negotiations with respect to the
Transaction;
WHEREAS, the Exclusivity Agreement
provides that DLJMB may terminate such discussions with the Company
with respect to the Transaction if such a disclosure is made
without its consent;
WHEREAS, DLJMB is concerned about
the risks attendant to negotiating the Transaction in a public
forum, the reputational issues associated with the possible failure
to consummate the Transaction, and the uncertainties associated
with accomplishing the restructuring of the Company’s
subsidiaries’ and its controlled affiliates’ debt as
well as the significant time, effort and expense which needs to be
devoted to the project;
WHEREAS, DLJMB nonetheless remains
interested in the Transaction;
WHEREAS, in light of the potential
“stalking horse” role which may be played by DLJMB and
the Company’s desire to assure DLJMB’s continued
pursuit of the Transaction and the Company’s desire to
consummate the Transaction, the Company has determined to provide
some certainty to DLJMB in connection with the significant time,
effort and expense which DLJMB will continue to expend in order to
consummate the Transaction; and
WHEREAS, the Board of Directors of
the Company has determined that it is in the best interests of the
Company and its various constituencies for the Company to enter
into this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, and
intending to be legally bound, the parties hereto agree as
follows:
1. Exclusivity Agreement .
The Company agrees that it, and any of its respective subsidiaries
or affiliates, will and will cause all of their respective
officers, directors, employees, agents and representatives
(including Donald J. Trump) to comply with the provisions set forth
in paragraph 1 of the Exclusivity Agreement. The Exclusivity
Agreement is hereby amended as follows: The Exclusivity Period
def