DELIVERED AS OF THE DATE HEREOF:
(I)
THE AUDITED CONSOLIDATED BALANCE SHEETS FOR THE FISCAL YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000 AND THE RELATED STATEMENTS OF INCOME AND
CASH FLOWS OF EACH BORROWER FOR THE FISCAL YEARS THEN ENDED, AUDITED BY PIERCY,
BOWLER, TAYLOR & KERN.
27
(II)
THE UNAUDITED CONSOLIDATED BALANCE SHEET(S) AT SEPTEMBER 30, 2003
AND THE RELATED STATEMENT(S) OF INCOME AND CASH FLOWS OF BORROWERS FOR THE 9
MONTHS THEN ENDED.
(B)
PROJECTIONS.
THE PROJECTIONS DELIVERED TO AGENT ON OR PRIOR TO
THE DATE HEREOF HAVE BEEN PREPARED BY BORROWERS IN LIGHT OF THE PAST OPERATIONS
OF THE BUSINESS.
THE PROJECTIONS ARE BASED UPON ESTIMATES AND ASSUMPTIONS
STATED THEREIN, ALL OF WHICH BORROWERS BELIEVE TO BE REASONABLE AND FAIR IN
LIGHT OF CURRENT CONDITIONS AND CURRENT FACTS KNOWN TO THEM AND, AS OF THE
CLOSING DATE, REFLECT BORROWERS' GOOD FAITH AND REASONABLE ESTIMATES OF THE
FUTURE FINANCIAL PERFORMANCE OF BORROWERS AND OF THE OTHER INFORMATION PROJECTED
THEREIN FOR THE PERIOD SET FORTH THEREIN.
SECTION 4.5
CERTAIN INDEBTEDNESS.
Schedule 4.5 hereto lists all of the Indebtedness of the Borrowers as of the
Closing Date, under which Indebtedness any of the Borrowers is required to
maintain a minimum net worth or minimum shareholder equity or similar
requirement (such requirements are referred to herein as "Net Worth
Covenants").
Schedule 4.5 hereto additionally lists all of the Recourse
Indebtedness of the Borrowers as of the Closing Date in connection with any
transaction involving Trump Hotels & Casino Resorts Inc. or its Subsidiaries.
SECTION 4.6
MATERIAL ADVERSE EFFECT.
Between December 31, 2002 and the Closing Date, (a) no Borrower has incurred any
obligations, contingent or non-contingent liabilities, liabilities for Charges,
long-term leases or unusual forward or long-term commitments which are not
reflected in the Financial Statements and which, alone or in the aggregate,
could reasonably be expected to have a Material Adverse Effect, (b) no contract,
lease or other agreement or instrument has been entered into by any Borrower or
has become binding upon any Borrower's assets and no law or regulation
applicable to any Borrower has been adopted which has had or could reasonably be
expected to have a Material Adverse Effect, and (c) no Borrower is in default
and to the best of Borrowers' knowledge no third party is in default under any
contract, lease or other agreement or instrument, which alone or in the
aggregate could reasonably be expected to have a Material Adverse Effect.
Between December 31, 2002 and the Closing Date, no event has occurred which,
alone or together with other events, could reasonably be expected to have a
Material Adverse Effect.
SECTION 4.7
OWNERSHIP OF PROPERTY; LIENS.
Borrowers own the Collateral free and clear of any Liens, other than Permitted
Encumbrances, and there are no facts, circumstances or conditions known to any
Borrower that may result in any Liens on the Collateral, other than Permitted
Encumbrances.
Each Borrower has received all assignments, waivers, consents or
similar agreements, bills of sale and other documents,