<PAGE>

                                                                   Exhibit 10.12

        Pursuant to the Terms of a Subordination Agreement dated October
       17, 2001, Developer has subordinated the Development Fees payable
           under this Agreement to certain Lenders to the Enterprise.

                       FIRST AMENDMENT TO GAMING FACILITY
                     DEVELOPMENT AND CONSTRUCTION AGREEMENT

                THIS FIRST AMENDMENT TO GAMING FACILITY DEVELOPMENT AND
CONSTRUCTION AGREEMENT (this "Agreement") is made as of the ___ day of March
2002, by and between the TWENTY-NINE PALMS BAND OF LUISENO MISSION INDIANS OF
CALIFORNIA, a sovereign Native American nation, with offices at 46-200 Harrison
Place, Coachella CA 92236 (the "Tribe"), TWENTY-NINE PALMS ENTERPRISES
CORPORATION, a Federal corporation chartered by the Tribe pursuant to 25 U.S.C.
Section 477, with offices at 46-200 Harrison Place, Coachella, California 92236
(the "Enterprise"), and TRUMP HOTELS & CASINO RESORTS DEVELOPMENT COMPANY LLC, a
Delaware limited partnership with offices at 1000 Boardwalk, Atlantic City NJ
08401 ("Developer").

                                   WITNESSETH:

                WHEREAS, Developer and the Tribe are parties to that certain
Gaming Facility Development and Construction Agreement dated as of April 27,
2000 (as the same may be further amended, modified or supplemented from time to
time, the "Development Agreement"); and

                WHEREAS, the Tribe chartered the Enterprise to conduct Class II
and Class III Gaming pursuant to the Indian Gaming Regulatory Act and the
Compact at the Facility, and transferred all of its right, title and interest in
and to the Facility to the Enterprise pursuant to an Assignment and Bill of Sale
dated July 5, 2001; and

                WHEREAS, the Tribe, the Enterprise and Developer have agreed
that from and after the date hereof the Development Agreement be amended subject
to and upon the terms and conditions set forth herein.

                NOW, THEREFORE, the parties hereby agree as follows:

                1.      Definitions. As used herein, all terms that are defined
in the Development Agreement (except as modified hereby) shall have the same
meaning herein. In addition, the following definitions shall be added to Section
1.1 of the Development Agreement:

<PAGE>

Exhibit 10.12

                        "Enterprise" shall mean Twenty-Nine Palms Enterprises
                Corporation, a Federal corporation chartered by the Tribe
                pursuant to 25 U.S.C. Section 477, with offices at 46-200
                Harrison Place, Coachella, California 92236.

                        "Excess Funds" shall mean Excess Funds as defined in the
                Management Agreement.

                        "Financial Source" shall mean each of THCR Management
                Services, LLC, and the following lenders providing funding to
                THCR Management Services, LLC: TCW Leveraged Income Trust, L.P.,
                TCW Leveraged Income Trust II, L.P. and TCW Leveraged Income
                Trust IV, L.P.

                        "Charter" shall mean the Federal Charter of
                Incorporation of the Enterprise approved by the U.S. Department
                of the Interior on February 16, 2001 and ratified by the Tribe
                on March 28, 2001 pursuant to 25 U.S.C. Section 477.

                        "Management Agreement" shall mean the Management
                Agreement dated as of April 27, 2000 between the Tribe and THCR
                Management Services, LLC; provided, that "Management Agreement"
                shall mean the Amended and Restated Management Agreement among
                the Tribe, the Enterprise and THCR Management Services, LLC upon
                such document becoming effective.

                        "Residual Revenues" shall mean funds disbursed from the
                "Residual Revenue Account" pursuant to Section 3.8(d) of the
                Transfer and Deposit Agreement.

                        "Transfer and Deposit Agreement" shall mean the Transfer
                and Deposit Agreement dated as of October 17, 2001 between the
                Enterprise and First National Bank, as Depository.

                2.      Amendments. The Development Agreement is hereby amended
as follows:

                (a)     By adding the following to the end of Section 2.2:

                "The parties agree that the hotel contemplated as a part of
                Phase II of the Project shall consist of a two hundred guest
                room hotel, four stories in height and comprised of two wings
                with approximately 25 guest rooms located on each floor of each
                wing."

                                       -2-

<PAGE>

Exhibit 10.12

                (b)     By deleting from Section 2.4 the words "seven hundred
fifty slot machines" and replacing with the words "one thousand slot machines."

                (c)     By adding to the last sentence of Section 3.2 "or to the
'Infrastructure' line item of the Development Budget."

                (d)     By deleting in its entirety Section 6.1 and replacing it
with the following new Section 6.1:

                        6.1     Development and Construction Administration Fee.
                For all services and obligations under the Development
                Agreement, Developer shall receive a development and
                construction administration fee (the "Development Fee") of Two
                Million Four Hundred Sixty Thousand ($2,460,000) Dollars.

                (e)     By deleting in its entirety Section 6.2 and replacing it
with the following new Section 6.2:

                        6.2     Non-Recourse to the Tribe. Developer agrees that
                the Development Fee shall be payable solely from Residual
                Revenues so long as the Transfer and Deposit Agreement is in
                effect, or, in the event the Transfer and Deposit Agreement is
                no longer in effect, from Excess Funds, and that the Tribe shall
                have no liability for the payment of the Development Fee other
                than from Residual Revenues and/or Excess Funds, as the case may
                be.

                (f)     By deleting in its entirety Section 8.1(viii).

                (g)     By adding the following new Section 8.2:

                "8.2. Financial Sources. The Tribe shall review and consider in
                good faith all applications by any Financial Source for
                licensure or exemption from licensure as a direct or indirect
                financial source, and upon appropriate findings shall issue such
                license or exemption from licensure, all in accordance with the
                terms of the Compact and IGRA. In the event the validity of any
                financial source license or exemption from licensure issued by
                the Tribe to any Financial Source is challenged, the Tribe
                agrees to take all action necessary and available to the Tribe
                under the Compact to uphold and defend such license or exemption
                from licensure issued to such Financial Source."

                                       -3-

<PAGE>

Exhibit 10.12

                (h)     By deleting from the first sentence of Section 10.2(i)
the words "and be consistent with the provisions of this Agreement and the
Management Agreement and not adversely affect the rights of Developer hereunder
and thereunder."

                (i)     By adding a new Section 10.5:

                        10.5    Representations and Warranties of the
                Enterprise. The Enterprise represents and warrants to Developer
                as follows:

                        (i)     The Enterprise's execution, delivery and
                performance of this Agreement and all the instruments and
                agreements executed in connection with this Agreement have been
                properly authorized by the Enterprise and do not require further
                corporate approval.

                        (ii)    This Agreement has been properly executed and,
                subject to any necessary approvals of the NIGC and/or the BIA,
                constitutes the Enterprise's legal, valid and binding
                obligations, enforceable against the Enterprise in accordance
                with its terms.

                        (iii)   There are no actions, suits or proceedings,
                pending or threatened, against or affecting the Enterprise
                before any court or governmental agency of which Developer has
                not been advised of in writing by the Enterprise and which
                Developer has acknowledged.

                        (iv)    The execution and delivery of this Agreement by
                the Enterprise does not, and the performance by the Enterprise
                of the obligations to be performed by the Enterprise hereunder
                will not, conflict with, violate or constitute a default under
                the Charter or any agreement to which the Enterprise is a party.

                (j)     By deleting the first sentence of Section 12.7 and
replacing it with the following:

                        If gaming, or construction and development on the
                Property is prohibited by Legal Requirements, or is otherwise
                impossible or impractical, Developer shall have the option to
                continue its interest in this Agreement and to commence or
                recommence the construction and development operations if, at
                some point during the Term of this Agreement, such commencement
                or recommencement shall, in the judgement of the Enterprise, no
                longer be prohibited by Legal Requirements.

                                       -4-

<PAGE>

Exhibit 10.12

                (k)     By deleting Section 13.3 in its entirety and replacing
it with the following new Section 13.3:

                        13.3    Limited Waiver of Sovereign Immunity. The Tribe
                and the Enterprise do hereby grant a limited waiver of their
                sovereign immunity and hereby submit to the jurisdiction of the
                Federal District Court for the Central District of California,
                the United States Circuit Court of Appeals for the Ninth
                Circuit, and the United States Supreme Court for the purposes of
                compelling arbitration in the event any party refuses to
                arbitrate and the enforcement of any decision of the
                arbitrators; provided that in the event the United States
                District Court for the Central District of California finds that
                it lacks jurisdiction, then the Tribe and the Enterprise submit
                to the jurisdiction of the California state court system for the
                purposes of compelling arbitration and the enforcement of any
                decision of the arbitrators. The Tribe and the Enterprise agree
                to take any and all steps necessary to confer upon any such
                court for the purposes set forth in this Section personal and
                subject matter jurisdiction within the limited waiver of
                sovereign immunity agreed to in this Section.

                        (i)     The waiver granted herein shall commence as of
                the Date of this Agreement and shall continue for one year
                following expiration, termination or cancellation of this
                Agreement, but shall remain effective for the duration of any
                arbitration, litigation or dispute resolution proceedings then
                pending, all appeals therefrom, and, except as limited by this
                Section, to the full satisfaction of any awards or judgments
                which may issue from such proceedings, provided that an action
                to collect such judgments has been filed within one (1) year of
                the date of the final judgment.

                        (ii)    This limited waiver is granted only to Developer
                and not to any other individual or entity.

                        (iii)   This limited waiver is specifically limited to
                the following actions and judicial remedies:

                                (a)     The enforcement of an arbitrator's award
                of money damages provided that the waiver does not extend beyond
                the assets specified in Subsection (iii) below. No arbitrator or
                court shall have any authority or jurisdiction to order
                execution against any assets or revenues of the Tribe except as
                provided in

                                       -5-

<PAGE>

Exhibit 10.12

                this Section or to award any punitive damages against the Tribe
                or the Enterprise.

                                (b)     An action to compel or enforce
                arbitration or arbitration awards or orders, including any
                equitable relief or specific performance granted by the
                arbitrators.

                                (c)     Damages awarded against the Tribe shall
                be satisfied solely from the distributable share of net revenues
                of the Enterprise from the Facility, the tangible assets of the
                Facility and the business of the Enterprise provided, however,
                that this limited waiver of sovereign immunity shall terminate
                with respect to the collection of any net revenues transferred
                from the accounts of any of these businesses to the Tribe or the
                Tribe's bank account in the normal course of business prior to
                the arbitration award. In no instance shall any enforcement of
                any kind whatsoever be allowed against any assets of the Tribe
                other than those specified in this Subsection.

                        (iv)    The waiver granted by the Tribe and the
                Enterprise under this Section 13.3 is strictly limited to
                disputes or disagreements arising under this Agreement and shall
                not extend to any other agreement. Any limited waiver which may
                be granted concerning any other agreement must be expressly
                contained in that agreement, and separately authorized by a
                resolution of the Tribal Council.

                (l)     By adding the following new Section 13.4:

                        13.4    Developer acknowledges and agrees that actions
                or decisions by the Tribe that constitute the exercise of its
                sovereign governmental powers shall not be subject to reversal
                or injunction in arbitration, including certain decisions or
                actions by the Tribal Gaming Authority or by the Tribal Council.
                The Tribe acknowledges, however, that while the exercise of its
                governmental powers in a manner contrary to a provision of this
                Agreement may not be avoided through arbitration, Developer may
                compel arbitration pursuant to this Section 16 and the
                arbitrator(s) shall have the power to redress any injury
                suffered by Developer as a result of the exercise by the Tribe
                of any governmental powers in contravention of any provision of
                this Agreement.

                                       -6-

<PAGE>

Exhibit 10.12

                (m)     By adding to Section 14.1, before the words "or to such
other different address(es)" the following:

                If to Enterprise to:   Dean Mike, Chairman
                                       Twenty-Nine Palms Band of Mission Indians
                                       46-200 Harrison Place
                                       Coachella CA 92236

                with a copy to:        Gene R. Gambale, Esq.
                                       Vice President-General Counsel
                                       Spotlight 29 Enterprises
                                       46-200 Harrison Place
                                       Coachella CA 92236

                (n)     By deleting Exhibit B in its entirety and substituting
the new Exhibit B attached hereto.

                3.      Assumption. The Enterprise hereby assumes all
obligations of the Tribe under the Development Agreement and agrees to be bound
by the terms and conditions thereof.

                4.      Development Agreement Ratified. Except to the extent
hereby amended, the Development Agreement remains in full force and effect and
is hereby ratified and affirmed.

                5.      Effect of Amendment. This Amendment shall be limited
precisely as written and shall not be deemed (a) to be a consent granted
pursuant to, or a waiver or modification of any other term or condition of the
Development Agreement or any of the instruments or agreements referred to
therein, or (b) to prejudice any right or rights which the parties hereto may
now have or have in the future under or in connection with the Development
Agreement or any of the instruments or agreements referred to therein. Whenever
the Development Agreement is referred to in the Development Agreement or any of
the instruments, agreements or other documents or papers executed or delivered
in connection therewith, such reference shall be deemed to mean the Development
Agreement as modified by all amendments thereto, including this Amendment.

                6.      Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same agreement, it being understood
that all of the parties need not sign the same counterpart.

                7.      Governing Law. This Amendment, the legal relations
between the parties and the adjudication and the enforcement thereof, shall be
governed by and interpreted and construed in accordance with the substantive
laws of the

                                       -7-

<PAGE>

Exhibit 10.12

State of California without regard to applicable conflict of law, rules or
principles.

                            [Signature page follows]
                IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.

                                        TRUMP HOTELS & CASINO RESORTS
                                        DEVELOPMENT COMPANY,  LLC

                                        By:      /s/ Donald J. Trump
                                           -------------------------------------
                                                 DONALD J. TRUMP
                                                 President

                                        TWENTY-NINE PALMS BAND OF LUISENO
                                        MISSION INDIANS OF CALIFORNIA

                                        By:      /s/ Dean Mike
                                           -------------------------------------
                                                 DEAN MIKE
                                                 Chairperson

                                        TWENTY-NINE PALMS
                                        ENTERPRISES CORPORATION

                                        By:      /s/ Dean Mike
                                           -------------------------------------
                                                 DEAN MIKE
                                                 President

                                        By:      /s/ Gene Gambale
                                           -------------------------------------
                                                 GENE GAMBALE
                                                 Secretary

                                       -8-