Amendment No. 5 to Amended and Restated Loan and Security Agreement



 EXHIBIT 10.54 
  
 AMENDMENT NO. 5 TO AMENDED AND RESTATED 
 LOAN AND SECURITY AGREEMENT 
  
 THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of March 30, 2005, between The CIT Group/Equipment Financing, Inc. (“Secured
Party”) and Resorts International Hotel, Inc. (“Debtor”). 
  
 PRELIMINARY STATEMENTS 
  
 A. Pursuant to the Amended and Restated Loan and Security Agreement dated as of June 24, 2002 (as may be further amended, supplemented or modified from time to time, the “Loan Agreement”), by
and between Debtor and Secured Party, Secured Party agreed to make certain Loans to Debtor upon the terms and conditions set forth therein. 
  
 B. Debtor and Secured Party desire to make certain amendments to the Loan Agreement, based on the terms and subject to the conditions set forth herein.

  
 NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Debtor and Secured Party agree as follows: 
  
 1. Capitalized terms used in this Amendment shall have the same meanings given them in the Loan Agreement, unless otherwise defined herein. 
  
 2. Anything in the Loan Agreement to the contrary notwithstanding, the
Equipment Loan Period shall end on the date hereof. As at the date hereof, the aggregate outstanding principal amount of all Loans is $15,956,449.55. Each Schedule is hereby amended to delete any amortization schedule (or similar provision)
contained therein, if any, and, in lieu thereof, the principal amortization schedule for all of the Loans in the aggregate shall be as set forth in Exhibit A hereto. For the avoidance of doubt, the interest payments shall remain at all times due and
payable pursuant to Section 2.3. 
  
 3. Section 7.6 of the Loan
Agreement is hereby amended and restated in its entirety to read as follows: 
  
 “7.6 Maximum Senior Indebtedness/EBITDA. From the period beginning on the date hereof through the date on which all principal and interest on all Loans are indefeasibly paid in full, fail to maintain a
ratio, as determined on a Debtor Group consolidated basis, between Senior Debt and EBITDA (“Senior Debt/EBITDA Maximum Leverage Covenant”) that does not exceed the following: 
  

			
	 Rolling 4 Quarters Ending:

	  	Maximum Leverage Ratio


	 Inception through 12/31/03
	  	6.75:1.0
	 03/31/04
	  	6.75:1.0
	 06/30/04
	  	7.75:1.0
	 09/30/04
	  	6.75:1.0
	 12/31/04
	  	6.25:1.0
	 03/31/05
	  	6.50:1.0
	 06/30/05
	  	5.75:1.0
	 09/30/05
	  	5.00:1.0
	 12/31/05
	  	4.50:1.0
	 03/31/06
	  	4.50:1.0
	 06/30/06
	  	4.50:1.0
	 09/30/06
	  	4.25:1.0
	 12/31/06 and thereafter
	  	4.00:1.0








 4. All references in any Relevant Document to “CIT Group/Equipment Financing, Inc.” mean
“The CIT Group/Equipment Financing, Inc.” 
  
 5. The
definition of Payment Date in Section 13.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 
  
 “Payment Date” means the first Banking Day of each calendar month. 
  
 6. Section 2.8(a) of the Loan Agreement is hereby amended to delete the word “first” on the first line thereof,
and in lieu thereof insert the word “fifteenth.” 
  
 7.
Pursuant to Section 15.7(a) of the Loan Agreement Debtor agrees to pay all the reasonable legal fees and expenses incurred by Secured Party in connection with the negotiation, preparation, execution and delivery of this Amendment (the “Relevant
Legal Fees”). Accordingly, upon receipt by Debtor of an invoice for the Relevant Legal Fees from Secured Party’s counsel, Sills Cummis Radin Tischman Epstein & Gross, Debtor shall pay the same. 
  
 8. In order to induce Secured Party to enter into this Amendment, Debtor
hereby represents and warrants that: 
  
 (a) Except as set forth
herein, no Event of Default has occurred and is continuing or will occur after giving effect to the transactions contemplated by this Amendment. 
  
 (b) this Amendment has been duly authorized, executed and delivered by Debtor and constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms; 
  
 (c) the Loan Agreement and each of
the Relevant Documents, after giving effect to this Amendment and the transactions contemplated hereby, continue to be in full force and effect and to constitute the legal, valid and binding obligations of Debtor, enforceable against Debtor in
accordance with their respective terms; and 
  
 (d) the
representations and warranties made by Debtor in or pursuant to the Loan Agreement or any Relevant Document, or which are contained in any certificate, document or financial or other statement furnished at any time under or in connection herewith or
therewith, are true and correct in all material respects on and as of the date hereof, as though made on and as of such date. 
  
 9. This Amendment shall become effective as of the date hereof assuming receipt by Secured Party of (a) four (4) originals of this Amendment executed by
each member of the Debtor Group party hereto and an original of this Amendment executed by Secured Party; (b) such other documents, instruments and certificates as Secured Party may reasonably request, in form and substance reasonably satisfactory
to Secured Party (including, without limitation, incumbency certificates, UCC-1 financing statements, UCC, judgment and tax lien searches, charter documents and certificates of good standing); and (c) payment of the Relevant Legal Fees, and (d)
payment to the Secured Party of an amendment fee equal to the outstanding principal balance of the Loan as at the date hereof multiplied by .0025. 
  

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 10. Debtor hereby confirms that all liens granted on the Collateral shall continue unimpaired and in full
force and effect. 
  
 11. This Amendment may be executed in
several counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute one agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto. 
  
 12. This Amendment shall be governed by and
construed in accordance with the laws of the State of New Jersey without giving effect to principles of conflicts of law. This Amendment shall be binding upon and inure to the benefit of Debtor, Secured Party, and their respective successors and
permitted assigns. 
  
 13. From and after the effectiveness
hereof, all references to the Loan Agreement in the Loan Agreement or in any Relevant Document shall mean the Loan Agreement as amended and modified by this Amendment. 
  
 14. Except as amended and otherwise modified by this Amendment, the Loan Agreement and the Relevant Documents shall remain
in full force and effect in accordance with their respective terms and are hereby ratified and affirmed by Borrower. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to
any provision of the Loan Agreement or any Relevant Document, a waiver of any Event of Default thereunder, or a waiver or release of any of Secured Party’s rights or remedies (all of which are hereby reserved). Debtor expressly ratifies and
confirms the waiver of jury trial and other provisions of Section 15.2 of the Loan Agreement. 
  
 [NO FURTHER TEXT ON THIS PAGE: SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed, all as of the day and
year first above written. 
  

			
	 Debtor:

	
	 Resorts International Hotel, Inc.

		
	By:	  	 /s/ Audrey S. Oswell


	Name/Title:	  	Audrey S. Oswell
	 	  	President/Chief Executive Officer
	
	 Secured Party:

	
	 The CIT Group/Equipment Financing, Inc.

		
	By:	  	 /s/ Steven K. Reedy


	Name/Title:	  	Steven K. Reedy
	 	  	Vice President


  
 The undersigned
consents to the above amendment and also affirms and agrees that (i) its obligations under the Guaranty and Suretyship Agreement, dated June 24, 2002, for the benefit of Secured Party shall be unimpaired by this Amendment and (ii) such obligations
remain unaltered and in full force and effect and are hereby ratified and confirmed. 
  
 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed, all as of the day and year first above written. 
  

			
	 Guarantor:

	
	 Resorts International Hotel and Casino, Inc.

		
	By:	  	 /s/ Audrey S. Oswell


	Name/Title:	  	Audrey S. Oswell
	 	  	President/Chief Executive Officer


  

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 Exhibit A 
  

							
	 Payment

	  	Amount

	  	Principal
Balance

	  	Payment
Date*


	 0
	  	0.00	  	15,956,449.55	  	4/1/2005
	 1
	  	0.00	  	15,956,449.55	  	5/1/2005
	 2
	  	0.00	  	15,956,449.55	  	6/1/2005
	 3
	  	0.00	  	15,956,449.55	  	7/1/2005
	 4
	  	0.00	  	15,956,449.55	  	8/1/2005
	 5
	  	0.00	  	15,956,449.55	  	9/1/2005
	 6
	  	0.00	  	15,956,449.55	  	10/1/2005
	 7
	  	0.00	  	15,956,449.55	  	11/1/2005
	 8
	  	0.00	  	15,956,449.55	  	12/1/2005
	 9
	  	0.00	  	15,956,449.55	  	1/1/2006
	 10
	  	0.00	  	15,956,449.55	  	2/1/2006
	 11
	  	0.00	  	15,956,449.55	  	3/1/2006
	 12
	  	455,898.56	  	15,500,550.99	  	4/1/2006
	 13
	  	455,898.56	  	15,044,652.43	  	5/1/2006
	 14
	  	455,898.56	  	14,588,753.87	  	6/1/2006
	 15
	  	455,898.56	  	14,132,855.31	  	7/1/2006
	 16
	  	455,898.56	  	13,676,956.75	  	8/1/2006
	 17
	  	455,898.56	  	13,221,058.19	  	9/1/2006
	 18
	  	455,898.56	  	12,765,159.63	  	10/1/2006
	 19
	  	455,898.56	  	12,309,261.07	  	11/1/2006
	 20
	  	455,898.56	  	11,853,362.51	  	12/1/2006
	 21
	  	455,898.56	  	11,397,463.95	  	1/1/2007
	 22
	  	455,898.56	  	10,941,565.39	  	2/1/2007
	 23
	  	455,898.56	  	10,485,666.83	  	3/1/2007
	 24
	  	455,898.56	  	10,029,768.27	  	4/1/2007
	 25
	  	455,898.56	  	9,573,869.71	  	5/1/2007
	 26
	  	455,898.56	  	9,117,971.15	  	6/1/2007
	 27
	  	455,898.56	  	8,662,072.59	  	7/1/2007
	 28
	  	455,898.56	  	8,206,174.03	  	8/1/2007
	 29
	  	455,898.56	  	7,750,275.47	  	9/1/2007
	 30
	  	455,898.56	  	7,294,376.91	  	10/1/2007
	 31
	  	455,898.56	  	6,838,478.35	  	11/1/2007
	 32
	  	455,898.56	  	6,382,579.79	  	12/1/2007
	 33
	  	455,898.56	  	5,926,681.23	  	1/1/2008
	 34
	  	455,898.56	  	5,470,782.67	  	2/1/2008
	 35
	  	455,898.56	  	5,014,884.11	  	3/1/2008
	 36
	  	455,898.56	  	4,558,985.55	  	4/1/2008
	 37
	  	455,898.56	  	4,103,086.99	  	5/1/2008
	 38
	  	455,898.56	  	3,647,188.43	  	6/1/2008
	 39
	  	455,898.56	  	3,191,289.87	  	7/1/2008
	 40
	  	455,898.56	  	2,735,391.31	  	8/1/2008
	 41
	  	455,898.56	  	2,279,492.75	  	9/1/2008
	 42
	  	455,898.56	  	1,823,594.19	  	10/1/2008
	 43
	  	455,898.56	  	1,367,695.63	  	11/1/2008
	 44
	  	455,898.56	  	911,797.07	  	12/1/2008
	 45
	  	455,898.56	  	455,898.51	  	1/1/2009
	 46
	  	455,898.56	  	0.00	  	2/1/2009

  


	*	If such date is not a Banking Day, then the Payment Date shall be first Banking Day following such date. 

  

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