AMENDED AND RESTATED INVESTMENT AGREEMENT
AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of May 20, 2005 (this
"Agreement"), by and among Trump Hotels & Casino Resorts, Inc., a Delaware
corporation, Trump Hotels & Casino Resorts Holding, L.P., a Delaware limited
partnership (the "Partnership"), and Donald J. Trump (the "Investor").
R E C I T A L S:
WHEREAS, the Company (as hereinafter defined) is the sole general partner of the
Partnership;
WHEREAS, the Investor (directly and through certain of the Investor's controlled
Affiliates (as hereinafter defined)) beneficially owns 9,960,887 issued and
outstanding shares (the "Present Shares") of common stock, par value $0.01 per
share, of the Company;
WHEREAS, the Investor owns TCH 2nd Priority Notes (as hereinafter defined) in
the aggregate principal amount of $16,366,686 (the "Investor Notes"), and the
interest that shall be due on the Investor Notes is referred to herein as the
"Accrued Interest";
WHEREAS, on November 21, 2004, the Debtors (as hereinafter defined) commenced
the Bankruptcy Case (as hereinafter defined);
WHEREAS, on January 25, 2005, the Company, the Partnership and the Investor
entered into an Investment Agreement (the "Prior Agreement") with respect to the
Investment (as hereinafter defined) and the other transactions contemplated
thereby;
WHEREAS, on April 5, 2005, by written order, the Bankruptcy Court confirmed the
Bankruptcy Plan;
WHEREAS, the Company, the Partnership and the Investor desire to amend and
restate the Prior Agreement as provided herein;
WHEREAS, on the terms and subject to the conditions set forth herein, at the
Closing (as hereinafter defined), the Investor and/or one or more Affiliates of
the Investor will make an equity investment (the "Investment") in the
Partnership consisting of (i) a cash investment of $55,000,000 (the "Cash
Amount"), (ii) the exchange and cancellation of the Investor Notes and (iii) the
written waiver (the "Investor Waiver") by the Investor (for the Investor and on
behalf of the Investor's controlled Affiliates) of the Investor's (and any such
controlled Affiliates') right to receive the Accrued Interest in respect of the
Investor Notes, pursuant to which the Partnership will (and the Restructured
Company (as hereinafter defined) will cause the Partnership to) issue Class A
Partnership Interests (as hereinafter defined) to the Investor;
WHEREAS, on the terms and subject to the conditions set forth herein, at the
Closing, in consideration of the Investor entering (and/or causing one or more
Affiliates of the Investor to enter) into the Amended Agreements (as hereinafter
defined) and consummating (and/or causing any such Affiliates to consummate) the
transactions contemplated hereby, the
Partnership will (and the Restructured Company will cause the Company to) issue
Class B Partnership Interests (as hereinafter defined), and the Company will
issue the One Year Warrant (as hereinafter defined), to the Investor and/or one
or more Affiliates of the Investor;
WHEREAS, in consideration of the Investor entering into the Services Agreement,
the Company will issue the Ten Year Warrant (as hereinafter defined) to the
Investor and/or one or more Affiliates of the Investor;
WHEREAS, the Class A Partnership Interests will be exchangeable for