AMENDMENT
AMENDMENT, dated as of February 21, 1996, to Agreement, dated as of
November 29, 1995 (the "Agreement"), among THE CLARIDGE HOTEL AND CASINO
CORPORATION, a New York corporation ("CHCC"), ATLANTIC CITY BOARDWALK
ASSOCIATES, L.P., a New Jersey limited partnership (the "Partnership"), and THE
CLARIDGE AT PARK PLACE, INCORPORATED, a New Jersey corporation ("CPPI").
WHEREAS, the parties to the Agreement desire to amend the Agreement to
reflect more accurately their intent in entering to the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the covenants set
forth herein and other good and valuable consideration, the parties hereto agree
as follows:
1. The Agreement is hereby amended in the following respects:
(a) Paragraphs (b) and (c) of Section 1 of the Agreement
are hereby amended to read in their entirety as follows:
(b) If CHCC notifies the Partnership in writing of
CHCC's intention to exercise the Option before the
date upon which the Option is exercised (and if
the Partnership does not object to such exercise
pursuant to Section 3 hereof), the Partnership
shall (i) pay to CHCC or at the direction of CHCC,
as the portion of the Purchase Price of the Option
being paid by the Partnership, at least one day
before the Purchase Price is to be paid to the
Escrow Agent pursuant to Section 2.3 of the Option
Agreement, an amount equal to the lesser of (x)
$2,000,000 and (y) such portion of the cash that
the Partnership then has on hand as is not
required by the Partnership to pay its current
operating expenses (together with a reasonable
reserve therefor) (the amount so paid by the
Partnership pursuant to clause (i) of this
sentence being referred to as the "Contribution"),
and (ii) no later than 14 days after payment of
the Purchase Price to the Escrow Agent pursuant to
Section 2.3 of the Option Agreement, deposit in
the Distributing Trust such portion of the cash
that the Partnership then has on hand (after
making the payment provided for in clause (i) of
this sentence) as is not required by the
Partnership to pay its current operating expenses
(together with a reasonable reserve therefor) and
does not exceed the amount to be deposited (the
"Required Amount") in the Distributing Trust
pursuant to Section 4(a) of the Escrow Agreement;
provided, however, that, if the amount to be
deposited by the Partnership pursuant to clause
(ii) of this sentence is less than the Required
Amount, then the Partnership shall have no
obligation to make such deposit unless it has
received from CHCC a written certification that
CHCC or CPPI has deposited with the Distributing
Trust an amount equal to the excess of the
Required Amount over the amount to be deposited by
the Partnership pursuant to clause (ii) (and the
Partnership and CHCC shall consult with each other
to assure that their respective deposits under
this proviso are made in the appropriate amounts
and on a timely basis).
(c) If CHCC gives the Partnership the notice
contemplated by Section 1(b) and if the Escrow
Agent delivers the Assignment Instrument to CHCC
pursuant to Section 4(a) of the Escrow Agreement,
then paragraph (ii) under Section 1(b) of the
Third Amendment shall, upon receipt of all
necessary approvals, be amended to change the
dollar amount therein, as amended as provided in
Section 1(a) hereof, from $39,320,000 to an amount
equal to the sum of (x) $39,320,000 plus (y) the
excess, if any, of (i) the quotient of (A) the
Purchase Price divided by (B) two over (ii) the
Contribution.
(b) Section 3 of the Agreement is hereby amended to read in
its entirety as follows:
3. As an inducement for the Partnership to execute
the Option Agreement, it is agreed that CHCC shall
not exercise the Option unless, at least 30 days
before the date on which CHCC intends to exercise
the Option, CHCC gives written notice of such
intent to the Partnership and the Partnership does
not, within such 30-day period, notify CHCC in
writing of its objection to such exercise.
2. This Amendment shall be governed by, and construed under, the laws
of the State of New York.
3. Except as provided herein, all provisions, terms and conditions of
the Agreement shall remain in full force and effect. As amended hereby, the
Agreement is ratified and confirmed in all respects.
4. This Amendment may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first above written.
THE CLARIDGE HOTEL AND CASINO
CORPORATION
By: _____________________________________
Name:
Title:
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
By: ____________________________________
Name: Anthony Atchley
Title: General Partner
By: ____________________________________
Name: Gerald C. Heetland
Title: General Partner
THE CLARIDGE AT PARK PLACE, INCORPORATED
By:_____________________________________
Name:
Title: