================================================================= TRUMP HOTELS BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2004 (ISSN XXXX-XXXX) November 23, 2004 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 215-945-7000 FAX 215-945-7001 ----------------------------------------------------------------- TRUMP HOTELS BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 572 Fernwood Lane, Fairless Hills, Pennsylvania 19030, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in chapter 11 restructurings involving the Trump Hotels & Casino Resorts, Inc. New issues are prepared by Tara Tecarro, Christopher G. Patalinghug, Frauline S. Abangan and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of TRUMP HOTELS BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO TRUMP HOTELS BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF TRUMP HOTELS & CASINO RESORTS [00002] TRUMP HOTELS' CONSOLIDATED BALANCE SHEET AT SEPT 30, 2004 [00003] COMPANY'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING [00004] TRUMP HOTELS CASINOS & RESORTS LP'S CHAPTER 11 DATABASE [00005] TRUMP ATLANTIC, ET AL.'S 25 LARGEST UNSECURED CREDITORS [00006] TRUMP CASINO, ET AL.'S 25 LARGEST UNSECURED CREDITORS [00007] TRUMP HOTELS & CASINO RESORTS, INC.'S 2 LARGEST CREDITORS [00008] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES [00009] DEBTORS' MOTION TO USE NOTEHOLDERS' CASH COLLATERAL [00010] DEBTORS' MOTION TO OBTAIN $100,000,000 OF DIP FINANCING [00011] S&P LOWERS TRUMP'S RATINGS TO D AFTER BANKRUPTCY FILING KEY DATE CALENDAR ----------------- 11/21/04 Trump Hotels Chapter 11 Petition Date 11/21/04 Schedules of Assets & Liabilities Filed 11/21/04 Statements of Financial Affairs Filed 12/11/04 Deadline to provide Utilities with adequate assurance 01/21/05 Deadline to make decisions about lease dispositions 02/19/05 Deadline to remove actions pursuant to F.R.B.P. 9027 03/21/05 Expiration of Debtors' Exclusive Plan Proposal Period 05/20/05 Expiration of Debtors' Exclusive Solicitation Period 11/21/06 Deadline for Debtors' Commencement of Avoidance Actions First Meeting of Creditors pursuant to 11 USC Sec. 341 Bar Date for filing Proofs of Claim ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO TRUMP HOTELS BANKRUPTCY NEWS ----------------------------------------------------------------- TRUMP HOTELS BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of TRUMP HOTELS BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. To continue receiving TRUMP HOTELS BANKRUPTCY NEWS, please complete the form below and return it by fax or e-mail to: Bankruptcy Creditors' Service, Inc. 572 Fernwood Lane Fairless Hills, PA 19030 Telephone (215) 945-7000 Fax (215) 945-7001 E-mail: peter@bankrupt.com We have published similar newsletters tracking billion-dollar insolvency proceedings since 1990, starting with Federated Department Stores. 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TRUMP HOTELS BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of TRUMP HOTELS BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF TRUMP HOTELS & CASINO RESORTS ----------------------------------------------------------------- Trump Hotels & Casino Resorts, Inc. 725 Fifth Avenue, 18th Floor New York, New York 10022 (212) 891-1500 1000 Boardwalk Atlantic City, New Jersey 08401 (609) 449-6515 http://www.trump.com/ Trump Hotels and Casino Resorts, Inc., was incorporated in Delaware in March 1995 and has been a public company since June 1995. THCR's majority stockholder is Donald J. Trump, who directly and indirectly holds 56% of THCR's voting securities. THCR's principal assets consist of its general and limited partnership interests in Trump Hotels & Casino Resorts Holdings LP, which holds, through its subsidiaries, substantially all of the assets of the Debtors' businesses. THCR Holdings is currently owned approximately 63.4% by THCR as both a general and limited partner and approximately 36.6% by Mr. Trump as a limited partner. THCR, as THCR Holdings' sole general partner, generally has the exclusive rights, responsibilities and discretion as to the management and control of THCR Holdings and its subsidiaries. THCR has no operations, except for its ownership, through THCR Holdings and its subsidiaries, of Taj Associates, Plaza Associates, Marina Associates, Trump Indiana, and THCR Management. Through THCR Holdings and its wholly-owned subsidiaries, THCR owns and manages five casino hotel properties in New Jersey, California and Indiana: (1) Trump Taj Mahal Casino Resort Trump Taj Mahal Casino Resort is located on Atlantic City's boardwalk. It was opened in 1990 and acquired by THCR in April 1996. The Trump Taj Mahal features 1,250 hotel rooms, 19 dining and 12 beverage locations, and about 140,000 square feet of ballroom, meeting room and pre-function area space. It also features 157,395 square feet of gaming space, a 20,000 square foot multi-purpose entertainment complex, a New York style nightclub, and an arena featuring 63,000 square feet of exhibition and entertainment space. Owned and operated by the Taj Associates, the Trump Taj Mahal's gross revenues for the fiscal 2003 were around $413,200,000 and for the ten months ending October 31, 2004, were $399,200,000. (2) Trump Plaza Hotel and Casino A resort located on Atlantic City's boardwalk and adjacent to Atlantic City's renovated Boardwalk Hall, which opened in 1984, Trump Plaza Hotel and Casino features 904 hotel rooms, 91,181 square feet of casino space, 36,000 square feet of conference space, an 800-seat cabaret theater, two cocktail lounges, five restaurants, two player clubs, a seasonal beach bar, health spa, an indoor pool, arcade, tennis courts and six retail outlets. The Trump Plaza is owned and operated by Plaza Associates, with $248,800,000 gross revenues for the fiscal 2003, and $242,400,000 for the ten months ending October 31, 2004. (3) Trump Marina Hotel Casino Trump Marina Hotel Casino opened in 1985 and THCR acquired it in October 1996. It is situated in Atlantic City's marina district, consisting of a 27-story hotel with 728 guest rooms. The casino offers around 79,700 square feet of gaming space, a simulcast racetrack facility and 58,000 square feet of convention, ballroom and meeting space. Trump Marina also features a 540-seat cabaret-style theater, a nightclub, two player clubs, two retail stores, seven restaurants, a cocktail lounge and a pool side snack bar. Owned and operated by Marina Associates, the Trump Marina's gross revenues for fiscal 2003 were $214,100,000 and for the ten months ending October 31, 2004, $213,600,000. (4) Trump Indiana Casino Hotel A riverboat casino located about 25 miles from downtown Chicago and catering primarily to the northwest Indiana and Chicago markets, Trump Indiana Casino Hotel, which opened in June 1996, is located conveniently on a 280-foot gaming vessel with 43,000 square feet of gaming space, with the capacity to accommodate approximately 2,700 passengers. Trump Indiana operates in Buffington Harbor, a 100-acre site in Gary, Indiana. Trump Indiana's gross revenues for fiscal 2003 were $106,700,000 and for the ten months ending October 31, 2004, were $117,500,000. (5) Trump 29 Casino Trump 29 Casino -- which has not sought chapter 11 protection -- is managed and operated by THCR Management under a management agreement with the Twenty-Nine Palms Band of Luiseno Mission Indians of California. The Tribe owns Trump 29 Casino. Gross revenues under the management agreement with the Tribe for the fiscal 2003 were $3,300,000 and for the ten months ending October 31, 2004, were $6,800,000. A simplified chart illustrating THCR'S organizational structure is available for free at: http://bankrupt.com/misc/TrumpOrganizationalStructure.pdf Cash flows from the hotel and gaming operations are seasonal in nature, with spring and summer traditionally being peak seasons and autumn and winter being non-peak seasons. Consequently, operating results during the two quarters ending in March and December are not historically as profitable as the two quarters ending in June and September. Capital Structure THCR's capital structure consists primarily of equity and secured notes. The outstanding equity of THCR consists of: * 29,904,764 publicly traded shares of common stock; and * 1,000 shares of class B common stock, all of which Mr. Trump beneficially owns. THCR's public common stock is presently traded on the OTB under the symbol "DJTC.OB." Until August of 2004, THCR's public common stock traded on the New York Stock Exchange under the symbol "DJT." The Debtors have consolidated long-term debt in the form of $1,800,000,000 secured mortgage notes, consisting of: * TAC Notes The TAC Notes are made up of around $1,300,000,000 principal amount of 11.25% First Mortgage Notes Due 2006 issued by Trump AC. The TAC Notes are guaranteed on a first priority secured basis by the entities that own and operate the Trump Taj Mahal and Trump Plaza. The TAC Notes are secured by substantially all of the fixed and other assets of the entities on a priority basis. * TCH Notes The THC Notes are made up of: -- $425,000,000 principal amount of 11.625% First Priority Mortgage Notes due 2010; and -- $68,800,000 principal amount of 17.625% Second Priority Mortgage Notes due 2010. The TCH Notes are guaranteed by the entities that own and operate the Trump Marina, Trump Indiana and Trump 29. The TCH Notes are guaranteed by the TCH Subsidiaries and are secured by substantially all of the fixed and other assets of the TCH Subsidiaries on a first priority basis. As of November 21, 2004, THCR owe $44,500,000 in trade debt and are obligated to pay $73,500,000 of other secured debt, consisting primarily of leases and other ordinary course financings. Events Leading to the Chapter 11 Filing Since becoming a public company in 1995, the Debtors have not achieved desired results in operating performance, revenues and earnings. According to THCR Chief Financial Officer Francis X. McCarthy, the Debtors are currently facing increased competition and other challenges in the markets in which they operate, while burdened by substantial debt service on their existing debt obligations. Until this year, the Debtors' cash flows have been sufficient to fund operations and make interest payments when due. The Debtors, however, did not have sufficient cash to make a $73,000,000 in interest payment, which was scheduled for payment on the TAC Notes on November 1, 2004. Moreover, the Debtors' core businesses have not generated cash flows necessary to re- invest in the maintenance or expansion of their hotel and casino properties at levels consistent with those of their competitors, Mr. McCarthy adds. To address the Debtors' long-term financial needs, management began exploring ways to improve operating efficiencies and develop a more suitable capital structure. The Debtors took aggressive steps to meet these objectives by conserving available cash resources. The Debtors also considered these additional measures: -- further reducing overhead costs and other expenses; -- selling one or more casino properties; -- increasing the productivity of existing labor resources; -- utilizing the latest technology with proven economies of scale; -- restructuring the Debtors' indebtedness; and -- raising additional funds through new equity investments by one or more third parties. In light of deteriorating operating results, the Debtors continued to revise their business plans and projections during the second half of 2003. The Debtors also faced diminishing market share in the Atlantic City market resulting from the July 2003 opening of the Borgata, a casino resort complex in Atlantic City's marina district. Due in part to these developments, on November 5, 2003, Standard & Poor's lowered its ratings outlook on the TAC Notes and the TCH Notes from stable to negative, citing: -- competitive pressures; -- disappointing operating results; -- competitive market conditions; and -- weak credit measures. Accordingly, it became clear to the Debtors that they would need to take steps to restructure their balance sheets and obtain a significant cash infusion to fund post-restructure operating expenses, capital expenditures and debt service required to achieve break-even cash flows. One of those steps was the retention of restructure advisors, and in late 2003 the Debtors retained Latham & Watkins LLP as restructure counsel and UBS Investment Bank as financial advisor. Formation of the Noteholder Committees Another key step taken by the Debtors was the formation of Informal Noteholder Committees representing the interests of the holders of TAC Notes and TCH Notes. In the first quarter of 2004, certain holders of the TAC Notes formed a committee to discuss the recapitalization of the Debtors. Concurrently with its formation, the Informal TAC Noteholder Committee retained Weil, Gotshal & Manges, LLP, as its legal counsel and Houlihan Lokey Howard & Zukin Capital as its financial advisor. In March 2004, the Debtors entered into an engagement letter with Houlihan Lokey agreeing to: -- reimburse Houlihan Lokey for certain transaction expenses incurred in connection with its representation of the Informal TAC Noteholder Committee; and -- pay Houlihan Lokey certain fees if a recapitalization transaction were to take place. The Debtors also entered into confidentiality agreements with Houlihan Lokey and Weil Gotshal and agreed to reimburse Weil, Gotshal for billable fees and expenses it incurred in connection with the potential restructuring. In April 2004, certain holders of the TCH Notes formed a committee -- the Informal TCH Noteholder Committee -- and together with the TAC Noteholder Committee, discussed the recapitalization of the Debtors. Along with its formation, the TCH Noteholder Committee retained Milbank, Tweed, Hadley & McCloy, LLP, as its legal counsel and Chanin Capital Partners as its financial advisor. The Debtors entered into an engagement letter with Chanin pursuant to which the Debtors will reimburse Chanin for certain expenses it incurred while representing the Informal TCH Noteholder Committee. The Debtors further agreed to pay Chanin certain fees if a recapitalization transaction were to take place. In June 2004, the Debtors entered into confidentiality agreements with Chanin and Milbank and agreed to reimburse Milbank for billable fees and expenses incurred by Milbank in connection with the potential restructuring. DLJ Merchant's Proposed Investment As part of the negotiations, UBS Investment Bank and the Debtors' senior management contacted over 30 potential strategic and financial investors that had either invested in the gaming industry in the past or had the financial capability to make a substantial investment in the Debtors. The Debtors also consulted several investment banks regarding the Debtors' prospects for obtaining additional capital required to fund their businesses. Extensive analysis and consultations with potential investors and investment banks confirmed that additional capital would likely not be available without a significant deleveraging of the Debtors' balance sheet and a restructuring of the Debtors' existing indebtedness. Although the Debtors had contacted a number of prospective alternative investors, the Debtors' only significant indication of interest or proposal with respect to the Debtors from a potential third party investor came from DLJ Merchant Bank. On September 29, 2003, the Debtors entered into a confidentiality agreement with DLJ Merchant pursuant to which the Debtors agreed to make available certain confidential information to DLJ in connection with a potential equity investment as part of the Debtors' recapitalization. Preliminary due diligence activities by DLJ followed. DLJ and its financial and legal advisors also held a series of meetings with the Debtors and their advisors concerning the terms and implementation of a possible restructuring of the Debtors' debt obligations and a recapitalization of the Debtors' capital structure. Having received no other serious investment proposals from any other prospective investor, on January 21, 2004, certain of the Debtors entered into an exclusivity agreement with DLJ Merchant, pursuant to which the Debtors agreed that they would not, for a period of 60 days, solicit, participate in negotiations with, or furnish non-public information to, any party other than DLJ regarding a potential recapitalization of the Debtors. The Debtors also agreed to provide DLJ access to the properties, books, records and documents of the Debtors, and agreed to reimburse DLJ for certain transaction expenses should a recapitalization transaction be consummated. On February 12, 2004, certain of the Debtors entered into letter agreements with DLJ Merchant. Under the Letter Agreements, the Debtors extended the non-solicitation and exclusivity period granted to DLJ under the Exclusivity Agreement until May 31, 2004. The Letter Agreements also provided for the reimbursement of up to $5,000,000 of certain expenses incurred by DUMB in connection with a potential transaction, regardless of whether the Debtors consummated that transaction with DLJ. Additionally, the Debtors agreed to pay DLJ a $25,000,000 break-up fee if the Debtors undertook an alternative transaction with a third party on or prior to December 1, 2004. In connection with the Exclusivity Agreement and Letter Agreements, DLJ Merchant submitted a draft term sheet that proposed a $400,000,000 equity investment in the Debtors conditioned on a substantially deleveraged balance sheet and comprehensive recapitalization of the Debtors. The terms of the initial proposal contemplated: (a) that holders of the TAC Notes and the TCH Notes would receive a combination of cash and new notes at a discount to the face value of the TAC Notes and TCH Notes; and (b) certain material modifications to the arrangements then currently in existence with Donald J. Trump. Proceeds from the equity investment were to constitute part of the consideration provided to holders of the TAC Notes and the TCH Notes, as well as to fund the Debtors' ongoing business operations and capital expenditures and to expand the Debtors' business. DLJ Merchant and the Debtors continued to discuss and negotiate the terms of DLJ's proposed investment throughout the second and third quarters of 2004. On August 9, 2004, certain of the Debtors and DLJ Merchant entered into a second exclusivity agreement to replace the Exclusivity Agreement and an amendment to the Letter Agreements. The Second Exclusivity Agreement provided a non-solicitation and exclusivity period granted to DLJ Merchant until the earlier of December 31, 2004, and the date on which the Debtors filed petitions for relief under Chapter 11 of the Bankruptcy Code. DLJ further agreed, in its capacity as a holder of TCH Second Priority Notes to: -- vote for any plan of reorganization proposed by the Debtors; and -- support the Debtors' Chapter 11 cases on terms similar to a certain Restructuring Support Agreement. The Letter Agreement Amendment extended the DLJ Merchant Tail to June 30, 2005. On August 10, 2004, the Debtors publicly announced that they had reached an agreement-in-principal with DLJ Merchant, Mr. Trump and the Informal TAC Noteholders Committee regarding a restructuring of the Debtors' debt obligations and a recapitalization of the Debtors, which was memorialized in a restructuring support agreement. Later, certain of the Debtors entered into a letter agreement with DLJ pursuant to which the Debtors will deposit into a third-party escrow account upon execution of the DLJ Expense Letter and on a monthly basis, deposit certain expenses DLJ incurred in connection with its potential equity investment. After lengthy negotiations, the Debtors, DLJ Merchant, the Noteholders' Committees and Mr. Trump could not reach final agreement. The parties terminated negotiations on September 22, 2004. Stand-Alone Restructuring Agreement After termination of the negotiations with DLJ Merchants Bank, the Debtors, Noteholders' Committees and Mr. Trump quickly negotiated the material terms of a Restructuring Support Agreement, which will be embodied in the Debtors' Plan of Reorganization, and related disclosure statement. Mr. McCarthy relates that these holders agreed to support the Plan: * 57% of Trump Atlantic City Associates' First Mortgage Notes due 2006 -- the TAC Notes; * 68% of Trump Casino Holdings, LLC's First Priority Mortgage Notes due 2010 -- the TCH First Priority Notes; and * 81% of Trump Casino Holdings, LLC's Second Priority Notes due 2010 -- the TCH Second Priority Notes. Mr. Trump, who also executed the Restructuring Support Agreement, owns or controls 56.4% of the stock of THCR. As part of the Plan, Mr. Trump, who will remain THCR's Chairman and Chief Executive Officer, will invest $71.4 million into the recapitalized company. Mr. Trump's investment will consist of a $55 million cash equity investment and the conversion of about $16.4 million principal amount of TCH Second Priority Notes owned by him into shares of the recapitalized company's common stock. Upon consummation of the Plan, Mr. Trump is expected to remain the largest individual stockholder, with 27% beneficial ownership of THCR's common stock. The Plan calls for a $400 million reduction in THCR's indebtedness with a reduced interest rate of 8.5%, representing annual interest expense savings of $98,000,000. The Plan also permits a working capital facility of up to $500,000,000 secured by a first priority lien on substantially all of the THCR's assets. The Working Capital Facility is expected to allow THCR to refurbish and expand its current properties and permit it to enter into new and emerging jurisdictions. Pursuant to the Plan, the holders of the TAC Notes and the unaffiliated holders of the TCH Notes would exchange their notes for: -- an aggregate $74,000,000 in cash; -- an aggregate of $1,250,000 principal amount of a new series of 8.5% senior second priority mortgage notes with a ten- year maturity and secured by a lien on substantially all of the THCR's assets, subject to the Working Capital Facility; and -- $395,000,000 of THCR's common stock valued at the same per share purchase price as Mr. Trump's investment. Existing THCR unaffiliated stockholders would retain their interests in their current common stock, which would be diluted to 0.05% of the total equity interests of the recapitalized Company and are expected to be reclassified pursuant to a reverse stock split upon consummation of the Plan. The existing unaffiliated stockholders would also receive one-year warrants upon consummation of the Plan to purchase common stock at the same per share purchase price as Mr. Trump's investment. Proceeds from the exercise of the warrants would be distributed to the holders of the TAC Notes. If all of the warrants are exercised: -- THCR's unaffiliated stockholders would hold about 8.3% of THCR's common stock; -- the holders of TAC Notes would hold 63.7% of THCR's common stock; and -- the holders of the TCH First Priority Notes would hold 1.4% of THCR's common stock; each on a fully-diluted basis. Upon consummation of the Plan, the Company is expected to transfer to Mr. Trump the former Trump's World's Fair site in Atlantic City, New Jersey and the Company's 25% interest in the Miss Universe pageant. The Company would also enter into a development agreement with the Trump Organization, pursuant to which the Trump Organization would have a right of first offer to serve as project manager, construction manager and general contractor with respect to construction and development projects for casinos and casino hotels and related lodging at the Company's existing and future properties. Mr. Trump has also agreed to grant the Company and its subsidiaries a new trademark license agreement for use of his name and likeness as well as enter into a services agreement with the Company. The implementation of the Plan is subject to a number of conditions typical in similar transactions including, among other things, the negotiation of the investment agreement and other documentation relating to the Company's arrangements with Mr. Trump, the Plan and accompanying disclosure statement, the indenture governing the New Notes and other transaction documents. The Plan would also be subject to applicable government approvals, including court approval of the Plan and related solicitation materials, gaming authority approvals and other relevant filings. The definitive terms and conditions of the Plan would be outlined in a disclosure statement that would be sent to security holders entitled to vote on the Plan after confirmation by the court. UBS Investment Bank has been serving as the Company's financial advisor in connection with the Plan. The recapitalized Company intends to apply to have its new common stock listed on the New York Stock Exchange or other national securities exchange upon the consummation of the Plan. The Debtors believe that the Plan will enable them to successfully reorganize and accomplish the objectives of Chapter 11. ----------------------------------------------------------------- [00002] TRUMP HOTELS' CONSOLIDATED BALANCE SHEET AT SEPT 30, 2004 ----------------------------------------------------------------- Trump Hotels & Casino Resorts, Inc. Unaudited Condensed Consolidated Balance Sheets At September 30, 2004 (In Thousands of Dollars) ASSETS Current Assets: Cash and cash equivalents $124,047 Receivables, net 35,330 Inventories 11,619 Prepaid expenses & other noncurrent assets 16,512 ----------- Total current assets 187,508 Investment in Buffington Harbor LLC 28,384 Property and equipment, net 1,724,570 Deferred bond and loan issuance costs, net 21,548 Other assets 75,614 ----------- TOTAL ASSETS $2,037,624 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $34,309 Accounts payable and accrued expenses 173,941 Due to affiliates, net 3,201 Accrued interest payable 83,824 ----------- Total Current Liabilities 295,275 Non-current liabilities: Long-term debt, net of maturities 1,788,541 Long-term debt, related parties 15,888 Other long-term liabilities 23,842 ----------- TOTAL LIABILITIES 2,123,546 ----------- Stockholders Equity: Common stock, $.01 par value, 75,000,000 shares authorized, 32,101,493 issued, 29,904,764 outstanding 321 Class B common stock, $.01 par value, 1,000 shares authorized, issued and outstanding - Additional paid in capital 470,566 Accumulated deficit (536,609) Less treasury stock at cost 2,196,729 shares (20,200) ----------- TOTAL STOCKHOLDERS' EQUITY (85,922) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,037,624 =========== ----------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING ----------------------------------------------------------------- NEW YORK, New York -- November 22, 2004 -- Trump Hotels & Casino Resorts, Inc. ("THCR" or the "Company") (OTCBB: DJTC.OB - News) has commenced its recapitalization plan previously announced on October 21, 2004 (the "Plan") in Camden, New Jersey. The Company's Plan is supported by an overwhelming majority of the Company's bondholders, as outlined in the support agreement entered into with such bondholders and Donald J. Trump on October 20, 2004. As part of the Plan, the Company has arranged for a $100 million interim facility from Beal Bank at an interest rate of LIBOR plus 1.50% (the "Facility"). Proceeds from the Facility, which will be secured by a lien on substantially all of the Company's assets, are expected to be used for general corporate purposes, including capital expenditures, wages, trade and vendor contracts, and leases. Donald J. Trump, the Company's Chairman and Chief Executive Officer, commented on the commencement of the proceedings, "It has been a great honor and privilege to deal with and get to know the bondholders and their representatives. The process has been a very constructive one and should reap great benefits for everyone in the years to come. This is a Company with one of the best brands in the world and with great potential." Scott C. Butera, the Company's President and Chief Operating Officer, added, "We are pleased to file for court approval with such overwhelming support for our Plan. We anticipate that the court approval process will be efficient, and we are excited about the financial benefits which the Company should realize from this process." The Company has established a Web site -- http://www.THCRrecap.com -- to provide the public and interested parties with information and updates regarding the Plan. About the Company Through its subsidiaries, THCR owns and operates four properties and manages one property under the Trump brand name. THCR's owned assets include Trump Taj Mahal Casino Resort and Trump Plaza Hotel and Casino, located on the Boardwalk in Atlantic City, New Jersey, Trump Marina Hotel Casino, located in Atlantic City's Marina District, and the Trump Casino Hotel, a riverboat casino located in Gary, Indiana. In addition, the Company manages Trump 29 Casino, a Native American owned facility located near Palms Springs, California. Together, the properties comprise approximately 451,280 square feet of gaming space and 3,180 hotel rooms and suites. The Company is the sole vehicle through which Donald J. Trump conducts gaming activities and strives to provide customers with outstanding casino resort and entertainment experiences consistent with the Donald J. Trump standard of excellence. THCR is separate and distinct from Mr. Trump's real estate and other holdings. ----------------------------------------------------------------- [00004] TRUMP HOTELS CASINOS & RESORTS LP'S CHAPTER 11 DATABASE ----------------------------------------------------------------- Lead Debtor: THCR/LP Corporation aka Trump Hotels, Casinos & Resorts LP Corporation 1000 Boardwalk at Virginia Avenue Atlantic City, NJ 08401 Bankruptcy Case No.: 04-46898 Debtor-affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Trump Taj Mahal Associates 04-46899 Trump Plaza Associates 04-46900 Trump Marina Associates, L.P. 04-46901 Trump Indiana Realty, LLC 04-46902 Trump Indiana Casino Management, LLC 04-46903 THCR Management Holdings, LLC 04-46904 THCR Management Services, LLC 04-46905 THCR Enterprises, LLC 04-46906 THCR Enterprises, Inc. 04-46907 Trump Internet Casino, LLC 04-46908 Trump Hotels & Casino Resorts Development Company, LLC 04-46909 Trump Atlantic City Associates 04-46910 Trump Casino Holdings, LLC 04-46911 Trump Casino Funding, Inc. 04-46912 Trump Atlantic City Funding, Inc. 04-46913 Trump Marina, Inc. 04-46914 Trump Hotels & Casino Resorts Holdings L.P. 04-46915 Trump Atlantic City Holding, Inc. 04-46916 Trump Hotels & Casino Resorts, Inc. 04-46917 THCR Holding Corporation 04-46918 Trump Hotels & Casino Resorts Funding, Inc. 04-46919 Trump Plaza Funding, Inc. 04-46920 Trump Atlantic City Funding II, Inc. 04-46921 Trump Atlantic City Funding III, Inc. 04-46922 Trump Atlantic City Corporation 04-46923 Trump Indiana, Inc. 04-46924 THCR Ventures, Inc. 04-46925 Type of Business: The Company, along with its affiliates, owns and operates hotels and casino resorts. See http://www.trump.com/ Chapter 11 Petition Date: November 21, 2004 Court: District of New Jersey (Camden) Judge: Judith H. Wizmur Legal Counsel: Robert A. Klymman, Esq. Mark A. Broude, Esq. John W. Weiss, Esq. Latham & Watkins, LLP 885 Third Avenue New York, New York 10022 Tel: (212) 906-1200 Fax: (212) 751-4864 - and - Charles Stanziale, Jr., Esq. Jeffrey T. Testa, Esq. William N. Stahl, Esq. Schwartz, Tobia, Stanziale, Sedita & Campisano 22 Crestmont Road Montclair, New Jersey 07042 Tel: (973) 746-6000 Auditing Firm: Ernst & Young Financial Condition as of October 31, 2004: Total Assets Total Debts ------------ ----------- THCR/LP Corporation $0 $0 Trump Taj Mahal Associates $3,824,005 $0 Trump Plaza Associates $452,690,633 $1,361,569,518 Trump Marina Associates, L.P. $368,872,349 $523,423,379 Trump Indiana Realty, LLC $0 $495,922,307 Trump Indiana Casino Management, LLC $0 $0 THCR Management Holdings, LLC Unknown $493,800,000 THCR Management Services, LLC $570,000 $493,800,000 THCR Enterprises, LLC $3,419 $0 THCR Enterprises, Inc. $0 $0 Trump Internet Casino, LLC $0 $0 Trump Hotels & Casino Resorts Development Company, LLC $0 $0 Trump Atlantic City Associates $1,465,124 $1,300,000,000 Trump Casino Holdings, LLC $3,200,872 $495,922,307 Trump Casino Funding, Inc. $822 $495,922,307 Trump Atlantic City Funding, Inc. $1,971 $1,200,000,000 Trump Marina, Inc. $0 $495,922,307 Trump Hotels & Casino Resorts Holdings L.P. $878,014 $446,918 Trump Atlantic City Holding, Inc. $1,194 $0 Trump Hotels & Casino Resorts, Inc. $3,914 $0 THCR Holding Corporation $100 $0 Trump Hotels & Casino Resorts Funding, Inc. $704 $0 Trump Plaza Funding, Inc. $3,824,005 $0 Trump Atlantic City Funding II, Inc. $177 $75,000,000 Trump Atlantic City Funding III, Inc. $49 $25,000,000 Trump Atlantic City Corporation $27,023 $1,300,000,000 Trump Indiana, Inc. $114,272,812 $549,092,071 THCR Ventures, Inc. $0 $0 ----------------------------------------------------------------- [00005] TRUMP ATLANTIC, ET AL.'S 25 LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Consolidated list of 25 Largest Unsecured Creditors of: -- Trump Atlantic City Associates -- Trump Atlantic City Funding, Inc. -- Trump Atlantic City Funding II, Inc. -- Trump Atlantic City Funding III, Inc. -- Trump Atlantic City Corporation -- Trump Plaza Associates -- Trump Taj Mahal Associates Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association $1.2 Billion $1,200,000,000 As Collateral Agent 11-1/4% First Corporate Trust Department Mortgage Priority 180 East Fifth Street Notes due 2006 Saint Paul, Minnesota 55101 Attn: Richard Prokash Tel: (651) 466-8330 Bear Sterns $1.2 Billion $234,868,000 245 Park Avenue 11-1/4% First New York, New York 11201 Mortgage Priority Attn: Vincent Marzella Notes due 2006 Tel: (212) 272-2000 Bank of New York $1.2 Billion $143,509,000 One Wall Street 11-1/4% First New York, New York 10286 Mortgage Priority Attn: Cecile Lamarco Notes due 2006 Tel: (201) 319-3066 JP Morgan Chase $1.2 Billion $134,040,000 14201 Dallas Parkway 11-1/4% First Dallas, Texas 75254 Mortgage Priority Attn: Paula J. Dabner Notes due 2006 Tel: (469) 477-0081 Goldman Sachs $1.2 Billion $127,889,000 180 Maiden Lane 11-1/4% First New York, New York 10038 Mortgage Priority Attn: Patricia Baldwin Notes due 2006 Tel: (212) 902-1000 Investors Bank $1.2 Billion $90,530,000 200 Clarendon Street 11-1/4% First Boston, Massachusetts 02116 Mortgage Priority Tel: (617) 330-6700 Notes due 2006 Morgan Stanley $1.2 Billion $76,091,000 1 Pierrpont Plaza, Suite 7 11-1/4% First Brooklyn, New York 11201 Mortgage Priority Tel: (718) 923-5500 Notes due 2006 U.S. Bank National Association $75 Million $75,000,000 As Collateral Agent 11-1/4% First Corporate Trust Department Mortgage Priority 180 East Fifth Street Notes due 2006 Saint Paul, Minnesota 55101 Attn: Richard Prokash Tel: (651) 466-8330 GS International $1.2 Billion $46,804,000 (Address Unknown) 11-1/4% First Tel: (212) 902-1000 Mortgage Priority Notes due 2006 SSB&T CO $1.2 Billion $46,574,000 1776 Heritage Drive 11-1/4% First Quincy, Massachusetts 02171 Mortgage Priority Attn: Joseph J. Callahan Notes due 2006 Tel: (617) 786-3000 CitiBank $1.2 Billion $34,499,000 3851 Queen Palm Drive 11-1/4% First Tampa, Florida 33610 Mortgage Priority Tel: (813) 604-2484 Notes due 2006 Morgan Stanley $1.2 Billion $33,800,000 1 Pierrpont Plaza, Suite 7 11-1/4% First Brooklyn, New York 11201 Mortgage Priority Tel: (718) 923-5500 Notes due 2006 Bank of New York $75 Million $33,800,000 One Wall Street 11-1/4% First New York, New York 10286 Mortgage Priority Tel: (212) 742-7039 Notes due 2006 U.S. Bank National Association $1.2 Billion $29,030,000 Corporate Trust Department 11-1/4% First 180 East Fifth Street Mortgage Priority Saint Paul, Minnesota 55101 Notes due 2006 Tel: (651) 466-8330 U.S. Bank National Association $1.2 Billion $25,000,000 As Collateral Agent 11-1/4% First Corporate Trust Department Mortgage Priority 180 East Fifth Street Notes due 2006 Attn: Richard Prokash Tel: (651) 466-8330 First Clearing Corporation $1.2 Billion $21,361,000 10700 Wheat First Drive 11-1/4% First Glen Allen, Virginia 23060 Mortgage Priority Attn: Charita Thompson Notes due 2006 Tel: (804) 965-2348 Pershing $1.2 Billion $15,458,000 1 Pershing Plaza 11-1/4% First Jersey City, New Jersey 07399 Mortgage Priority Tel: (201) 413-2000 Notes due 2006 Raymond $1.2 Billion $15,189,000 (Address Unknown) 11-1/4% First Tel: (212) 856-4390 Mortgage Priority Notes due 2006 UBS Secllc $1.2 Billion $14,850,000 677 Washington Blvd., 6th Floor 11-1/4% First Stamford, Connecticut 06901 Mortgage Priority Attn: Linda A. Fritsche Notes due 2006 Tel: (203) 719-1850 Chs Schwab $1.2 Billion $13,638,333 (Address Unknown) 11-1/4% First Tel: (888) 403-9000 Mortgage Priority Notes due 2006 Thermal Energy Limited 1 Vendor $1,528,204 1825 Atlantic Avenue Atlantic City, New Jersey 08401 Casino Revenue Fund Vendor $792,027 New Jersey Division of Taxation Revenue Processing Center PO Box 254 Trenton, New Jersey 08646-0254 IGT, Inc. Vendor $763,954 Department 7866, PO Box 10580 Los Angeles, California 90088 Buckhead Beef Company Vendor $715,240 T/A Buckhead Beef PO Box 932686 Atlanta, Georgia 31193-2686 Cananwill, Inc. Vendor $545,568 PO Box 19639 Newark, New Jersey 07195-0639 ----------------------------------------------------------------- [00006] TRUMP CASINO, ET AL.'S 25 LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Consolidated list of 25 Largest Unsecured Creditors of: -- Trump Casino Holdings, LLC -- Trump Casino Funding, Inc. -- Trump Marina, Inc. -- Trump Indiana, Inc. -- Trump Indiana Realty, LLC -- THCR Management Holdings, LLC -- Trump Marina Associates, LP -- THCR Management Service, LLC Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association 11-5/8% First $490,000,000 As Collateral Agent Priority Notes Corporate Trust Department due 2010 180 East Fifth Street 17-5/8% Second Saint Paul, Minnesota 55101 Priority Mortgage Attn: Richard Prokash Notes due 2010 Tel: (651) 466-8330 Bear Stern 11-5/8% First $100,857,000 245 Park Avenue Priority Notes New York, New York 11201 due 2010 Goldman Sachs 11-5/8% First $71,565,000 180 Maiden Lane Priority Notes New York, New York 10038 due 2010 Bank of New York 11-5/8% First $41,089,000 One Wall Street Priority Notes New York, New York 10286 due 2010 SSB&T Company 11-5/8% First $39,893,000 One New York Plaza, 45th Floor Priority Notes New York, New York 10004 due 2010 Investors Bank 11-5/8% First $28,868,000 200 Clarenton Street, 9th St. Priority Notes Boston, Massachusetts 02116 due 2010 Morgan Stanley 11-5/8% First $28,241,000 One Pierrepont Plaza, 7th Floor Priority Notes Brooklyn, New York 11201 due 2010 JPM Chase 11-5/8% First $19,745,200 14201 Dallas Parkway Priority Notes Dallas, Texas 75254 due 2010 UBS Secllc 11-5/8% First $19,120,000 677 Washington Blvd., 9 Floor Priority Notes Stamford, Connecticut 06901 due 2010 CS First Boston 17-5/8% Second $15,887,750 Issuer Services Priority Mortgage c/o ADP Proxy Services Notes due 2010 51 Mercedes Way Edgewood, New York 11717 Bank of New York 17-5/8% Second $13,601,017 One Wall Street Priority Mortgage New York, New York 10286 Notes due 2010 Raymond 11-5/8% First $11,234,000 (Address Unknown) Priority Notes due 2010 Mellon TR 17-5/8% Second $11,119,000 525 William Penn Place, #3418 Priority Mortgage Pittsburgh, Pennsylvania 15259 Notes due 2010 Goldman Sachs 11-5/8% First $10,698,017 180 Maiden Lane Priority Notes New York, New York 10038 due 2010 Citigroup 11-5/8% First $10,110,000 333 West 34th Street Priority Notes New York, New York 10001 due 2010 Bear Stern 17-5/8% Second $7,062,179 245 Park Avenue Priority Mortgage New York, New York 11201 Notes due 2010 Brown Brothers 11-5/8% First $6,625,000 525 Washington Boulevard Priority Notes New Port Towers due 2010 Jersey City, New Jersey 07302 First Clear 11-5/8% First $6,178,000 901 East Byrd Street Priority Notes Richmond, Virginia 23219 due 2010 Bank of America 11-5/8% First $5,500,000 300 Harmon Meadows Boulevard Priority Notes Secaucus, New Jersey 07094 due 2010 Deutsche 11-5/5% First $4,366,800 1251 Avenue of the Americas Priority Notes New York, New York 10020 due 2010 IGT, Inc. Vendor $1,219,337 Department 7866, PO Box 10580 Los Angeles, California 90088 Thermal Energy Limited I Vendor $498,259 1825 Atlantic Avenue Atlantic City, New Jersey 08401 Cananwill, Inc. Vendor $425,502 PO Box 19639 Newark, New Jersey 07195 U.S. Foodservice Vendor $350,534 PO Box 820050 Philadelphia, Pennsylvania 19182 Casino Lobster Vendor $280,762 120 West Merion Avenue Pleasantville, New Jersey 08232 ----------------------------------------------------------------- [00007] TRUMP HOTELS & CASINO RESORTS, INC.'S 2 LARGEST CREDITORS ----------------------------------------------------------------- Entity Nature of Claim Claim Amount ------ --------------- ------------ Rosselli, James Litigation Unknown c/o Craig A. Altman, Esq. 1173 East Landis Avenue Vineland, New Jersey 08360 Tel: (856) 327-8899 Zentero, Manuela Carreon & Litigation Unknown Pablo Molino Cortes c/o Eugene D. McGurk, Jr., Esq. 116 White House Pike Haddon Heights, New Jersey 08035 ----------------------------------------------------------------- [00008] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES ----------------------------------------------------------------- By this motion, the Debtors ask the Court to jointly administer their Chapter 11 cases, for procedural purposes only, pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. The Debtors want all pleadings filed in their cases to use this official caption: In re: | Chapter 11 | THCR/LP CORPORATION, et al., | Case Nos.:___________ | through ___________ | Debtors. | Jointly Administered __________________________________| Robert A. Klyman, Esq., at Latham & Watkins LLP, in Los Angeles, California, says that the use of a simplified caption without specific reference to the remaining Debtors, the states of incorporation and the tax identification numbers, will eliminate cumbersome and confusing procedures, and ensure a uniformity of pleading identification. Joint administration of the Debtors' cases is also appropriate because the Debtors intend to file with the Court numerous motions and applications, Mr. Klyman adds. Therefore, the joint administration of the Debtors' cases will promote the economical, efficient and convenient administration of the Debtors' estates. There are 28 Debtors, each with its own case docket. Failure to jointly administer the Debtors' cases would result in 28 duplicative pleadings repeatedly being filed. Duplication of substantially identical documents would be wasteful and would unnecessarily burden the Clerk of the Court with paper. Mr. Klyman assures the Court that the rights of creditors of each of the Debtors will not be adversely affected by joint administration. To the extent that proofs of claim are required to be filed, each creditor will be entitled to file a claim against the particular estate or estates which owes it money unless substantive consolidation is requested and granted after notice and a hearing. Furthermore, joint supervision of the administrative aspects of the Chapter 11 cases by the Court and the Office of the United States Trustee will be simplified. ----------------------------------------------------------------- [00009] DEBTORS' MOTION TO USE NOTEHOLDERS' CASH COLLATERAL ----------------------------------------------------------------- Robert A. Klyman, Esq., at Latham & Watkins, LLP, in Los Angeles, California, tells Judge Wizmur that the Debtors need immediate access to their secured lenders' cash collateral to continue the operation of their business. Without use of these encumbered funds, trade creditors will stop providing goods and services to the Debtors on credit, and the Debtors will not be able to pay their payroll and other direct operating expenses and obtain goods and services needed to carry on their businesses. This, the Debtors say, will cause irreparable harm to their estates. The Debtors have five layers of prepetition secured indebtedness: (1) Trump Atlantic City Associates and Trump Atlantic City Funding, Inc., have issued and outstanding $1,200,000,000 aggregate principal amount of their 11-1/4% First Mortgage Notes due 2006 -- TAC I Notes -- pursuant to an indenture dated April 17, 1996, with First Bank National Association, as trustee; (2) TAC and Trump Atlantic City Funding II, Inc., have issued and outstanding $75,000,000 aggregate principal amount of their 11-1/4% First Mortgage Notes due 2006 -- TAC II Notes -- pursuant to an indenture dated December 10, 1997, with U.S. Bank National Association, as trustee; (3) TAC and Trump Atlantic City Funding III, Inc., have issued and outstanding $25,000,000 aggregate principal amount of their 11-1/4% First Mortgage Notes due 2006 -- TAC III Notes -- pursuant to an indenture dated December 10, 1997, with U.S. Bank; (4) Trump Casino Holdings, LLC, and Trump Casino Funding, Inc., have issued and outstanding $425,000,000 aggregate principal amount of their 11-5/8% First Priority Mortgage Notes due 2010 -- TCH I Notes -- pursuant to an indenture dated March 25, 2003, with U.S. Bank; and (5) TCH and TCH Funding have issued and outstanding $65,000,000 aggregate principal amount of their 17-5/8% Second Priority Mortgage Notes due 2010, plus other aggregate principal amount of such notes that have been issued as payments-in-kind thereon, pursuant to an indenture dated March 25, 2003, with U.S. Bank. The TAC Notes are secured by substantially all the real and personal property owned or leased by Trump Taj Mahal Associates and Trump Plaza Associates. The TCH Notes are secured primarily by substantially all of the real and personal property owned or leased by Trump Marina Associates, LP, and Trump Indiana, Inc., as well as by substantially all of the real and personal property owned or leased by TCH. Noteholders Consent to Use of Collateral Under Section 363(c)(2) of the Bankruptcy Code, a debtor "may not use, sell, or lease cash collateral . . . unless (A) each entity that has an interest in such cash collateral consents; or (B) the court, after notice and a hearing, authorizes such use, sale, or lease in accordance with the provisions of this section." Pursuant to Sections 363(c)(2) and 363(e), to approve the use of the cash collateral of the Noteholders, the Court must find that the Noteholders' interests in the cash collateral will be "adequately protected" or that they have consented to the use of their cash collateral. Mr. Klyman relates that an unofficial committee representing the holders of approximately 57% in principal amount of the outstanding indebtedness under the TAC Notes has consented to the use of the TAC Noteholders' cash collateral and to the priming of the TAC Noteholders' liens on and security interests in the TAC Note Collateral. In addition, an unofficial committee representing the holders of (x) approximately 68% in principal amount of the outstanding indebtedness under the TCH I Notes, and (y) approximately 57.5%2 in principal amount of the outstanding indebtedness under the TCH II Notes, has consented to the use of the TCH Noteholders' cash collateral and to the priming of the TCH Noteholders' liens on and security interests in the TCH Note Collateral. The Ad Hoc Committees agree that the Debtors may incur up to $100,000,000 in postpetition financing, on terms reasonably acceptable to the Committee. However, the Debtors may not use Cash Collateral for any purpose other than to pay: (a) the fees due to the U.S. Trustee pursuant to 28 U.S.C. Section 1930; (b) the ordinary, necessary and reasonable postpetition expenses incurred by the Debtors and their subsidiaries; and (c) any prepetition expenses authorized to be paid by Court order. Professionals for any statutory committee of unsecured creditors may be paid up to $100,000 for fees and expenses incurred solely in connection with analyzing and investigating the Debtors' Prepetition Secured Obligations and the Prepetition Liens granted by the Debtors, provided those fees and expenses were incurred no later than the earlier of (x) 60 days after the committee's appointment and (y) 75 days after the Petition Date. Adequate Protection Liens The Debtors will grant the Noteholders postpetition replacement liens in substantially all of their assets, subject to: -- a Carve-Out for the payment of: (a) allowed and unpaid professional fees and disbursements incurred by the Debtors and any statutory committee of unsecured creditors in an aggregate amount not in excess of the sum of: (i) $3,500,000, less application of any unused retainers; and (ii) all accrued and unpaid professional fees and disbursements incurred prior to termination of the Debtors' authority to use the Cash Collateral; and (b) the U.S. Trustee Fees and fees to the Bankruptcy Court Clerk; -- the liens securing the Debtors' postpetition secured financing; -- valid, perfected and non-voidable liens existing as of the Petition Date; and -- in some cases, the replacement liens of the TAC Secured Parties or the TCH Secured Parties. The Replacement Liens will secure for each of the TAC Secured Parties and the TCH Secured Parties: (i) the aggregate diminution, if any, whether by use, sale, lease, depreciation, decline in market price or otherwise, of their Collateral, the incurrence of indebtedness under the postpetition secured financing and the priority liens and administrative expenses thereunder, or the imposition of the automatic stay; and (ii) the sum of the aggregate amount of all cash proceeds of their cash collateral and the aggregate fair market value of all of their non-cash Collateral. Termination of Use The Debtors' authority to use of the Cash Collateral will terminate on the earlier of: * the Debtors' receipt from either: (a) members of the Informal TAC Noteholder Committee holding a majority of the TAC Notes held by all members of the Informal TAC Noteholder Committee; or (y) members of the Informal TCH Noteholder Committee holding a majority of the TCH Notes held by all members of the Informal TAC Noteholder Committee, of the occurrence and continuation of a Termination Event; and * 11:59 p.m. on ____________, 2004. The deadline may be extended by stipulation or further Court order. "Termination Event" includes, among others: (1) Any stay, reversal, vacatur, rescission or other modification of the terms of the Debtors' stipulation with the Ad Hoc Committees governing the use of Cash Collateral, which is not consented to by the Required Noteholders, in their sole, absolute and exclusive discretion; (2) Any default by the Debtors to perform under the Cash Collateral Stipulation; (3) Any default by the Debtors to perform under the DIP Facility; (4) Conversion of the Debtors' cases to a case under Chapter 7 of the Bankruptcy Code; (5) The appointment of a trustee or an examiner with enlarged powers in the Debtors' cases; (6) The filing of a plan of reorganization by any other party- in-interest; and (7) The entry of an order giving rise to an administrative expense claim that has priority over or is parri passu with, the administrative expense priority granted to the Secured Parties. Debtors Must Exit Bankruptcy by May 1, 2005 The Ad Hoc Committees require the Debtors to file and seek approval of a disclosure statement by February 15, 2005. The Committees want the Debtors to confirm a reorganization plan by April 15, and that plan must take effect by May 1. The Informal TAC Noteholder Committee is represented by Michael F. Walsh, Esq., at Weil, Gotshal & Manges, LLP, in New York. Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, in Los Angeles, California, represents the Informal TCH Noteholder Committee. ----------------------------------------------------------------- [00010] DEBTORS' MOTION TO OBTAIN $100,000,000 OF DIP FINANCING ----------------------------------------------------------------- "The mere use of cash collateral provides insufficient cash flow to sustain the Debtors' operations as a going concern," Robert A. Klyman, Esq., at Latham & Watkins, LLP, in Los Angeles, California, tells Judge Wizmur. Accordingly, with the help of the Debtors' prepetition financial advisor, UBS Securities, LLC, the Debtors contacted 19 entities that might potentially provide the necessary postpetition funding to the Debtors. The Debtors solicited financing offers or term sheets from nine potential lenders. After a review, the Debtors find the financing offer from Beal Bank, S.S.B., as the best vehicle for accomplishing their goal of maintaining operations while they reorganize. "[T]he Debtors were unable to locate a lender who would fund the Debtors' post-petition operations on terms as good as or better than the terms offered by [Beal Bank]," Mr. Klyman says. Beal Bank was founded in 1988 and is designated a wholesale bank. Beal Bank is headquartered near Dallas, Texas, with affiliate offices in New York City, Las Vegas, and California. With commercial real estate financing as its core business, Beal Bank's capitalization has grown to over $1,500,000,000 as of June 30, 2004, with assets of more than $7,000,000,000 in numerous industries including aircraft, power, timber, retail and gaming. Beal Bank traditionally provides fixed assets financing with limited or no financial covenants. Syndication risk is eliminated due to Beal Bank's ability to solely fund its loans and hold them to maturity. $100,000,000 Beal Bank Financing By this motion, the Debtors ask the Court for authority to borrow up to $100,000,000 from Beal Bank under a senior secured, revolving loan facility. Mr. Klyman maintains that Beal Bank has acted in good faith and at arm's length in negotiating and in consenting to and agreeing to provide the postpetition financing. Trump Atlantic City Associates, Trump Casino Holdings, LLC, and the other Debtors are borrowers, and Beal Bank is the exclusive Administrative Agent, Sole Bookrunner, Sole Lead Arranger, and Lender, pursuant to a Loan and Security Agreement dated as of November 21, 2004. The salient terms of the DIP Facility include: Use of Proceeds: To (i) pay fees and expenses associated with the DIP Financing, (ii) fund the ongoing postpetition working capital needs and other general corporate purposes of the Debtors and (iii) fund the payment of prepetition and other out of the ordinary course of business expenses of the Debtors as may be approved by the Bankruptcy Court, including permitted capital expenditures, priority employee wage claims, and expenses associated with the assumption of executory contracts and unexpired leases. Term: The earlier to occur of 1 year after the initial funding date or the effective date of confirmation of a plan of reorganization for the Debtors, unless otherwise terminated. Interest Rates: 1 year LIBOR + 1.50%, payable quarterly in Arrears Default Rate: At Beal Bank's election, after the occurrence of a default and for so long as it continues, the loans under the DIP Financing will bear interest at rates that are 2% per annum in excess of the rates otherwise payable. Fees: An unused line fee at the applicable rate per annum will be payable on the daily unutilized portion of the DIP Financing: Rate Unutilized Portion ---- ------------------ 0.50% greater than 67% 0.25% less than or equal to 67% The fee will be payable monthly in arrears on the first day of each month. The Debtors will pay to Beal Bank a $50,000 annual administrative agency fee, due and payable upon entry of an interim order approving the DIP Facility and annually thereafter. Mandatory Prepayments: Mandatory prepayments of the loans under the DIP Financing will be required equal to 100% of: (i) the insurance or condemnation proceeds received in connection with a casualty event, condemnation or other loss; and (ii) the net cash proceeds of asset sales or other dispositions, in each case in excess of $5,000,000 for any single loss or disposition or $25,000,000 in the aggregate. Joint and Several Liability: The Debtors' obligations under the DIP Financing will be joint and several. Security: The DIP Financing will be secured by perfected liens and security interests with priority over the liens securing: * the $1,200,000,000 aggregate principal amount of 11-1/4% First Mortgage Notes due 2006 -- TAC I Notes -- issued by Trump Atlantic City Associates and Trump Atlantic City Funding, Inc., pursuant to an indenture dated April 17, 1996, with First Bank National Association, as trustee; * the $75,000,000 aggregate principal amount of 11-1/4% First Mortgage Notes due 2006 -- TAC II Notes -- issued by TAC and Trump Atlantic City Funding II, Inc., pursuant to an indenture dated December 10, 1997, with U.S. Bank National Association, as trustee; * the $25,000,000 aggregate principal amount of 11-1/4% First Mortgage Notes due 2006 -- TAC III Notes -- issued by TAC and Trump Atlantic City Funding III, Inc., pursuant to an indenture dated December 10, 1997, with U.S. Bank; * the $425,000,000 aggregate principal amount of 11-5/8% First Priority Mortgage Notes due 2010 -- TCH I Notes -- issued by Trump Casino Holdings, LLC, and Trump Casino Funding, Inc., pursuant to an indenture dated March 25, 2003, with U.S. Bank; and * the $65,000,000 aggregate principal amount of 17-5/8% Second Priority Mortgage Notes due 2010, plus other aggregate principal amount of the notes that have been issued by TCH and TCH Funding as payments-in-kind thereon, pursuant to an indenture dated March 25, 2003, with U.S. Bank. The DIP Liens will have priority over the liens securing: (1) the properties commonly known as Trump Taj Mahal, Trump Plaza, Trump Marina and Trump Indiana; (2) all accounts receivable; (3) inventory and equipment; (4) contracts, (5) intellectual property, including trademarks; (6) investment property; (7) general intangibles, excluding causes of action arising under the Bankruptcy Code including Sections 544, 547, 548, 550 and 553; and (8) all products and proceeds, including insurance proceeds. The DIP Financing will also be secured by perfected liens and security interests junior to all other valid, perfected and non- avoidable prepetition liens in all existing and after-acquired assets. The DIP Financing will be accorded Administrative priority status, having a superpriority over any and all administrative expenses of the kind specified in Sections 503(b) or 507(b). The DIP Liens and priorities will be subject to: (a) the payment of the administrative claims of each of the Debtors against the other Debtors for postpetition receivables generated in connection with the Debtors' cash management system, as may be allowed by the Bankruptcy Court; and (2) a Carve-Out. Carve-Out: Not to exceed $3,500,000, less any unused retainers, for the payment of allowed claims for fees and expenses of any Chapter 7 trustee or duly retained professional representing the Chapter 7 trustee, professional fees and expenses payable, and fees of the U.S. Trustee and Bankruptcy Court Clerk pursuant to 28 U.S.C. Section 1930(a). Financial Covenants: A condition precedent to the funding of revolving loans is that Beal Bank must receive a borrowing request in form and substance satisfactory to Beal Bank, executed by an executive officer of each Debtor to the effect that: (a) the trailing 12-month EBITDA is not less than: * $150,000,000 in the aggregate for TCH and TAC on a consolidated basis; or * $125,000,000 for TAC on a standalone basis, measured as of the most recent quarterly test; and (b) no Event of Default is in existence. A copy of the DIP Financing Agreement is available for free at: http://bankrupt.com/misc/Beal_Bank_financing.pdf Mr. Klyman relates that Ad Hoc Committees representing certain holders of outstanding TAC Notes and TCH Notes have consented to the subordination of their liens on the Prepetition Collateral to allow the Debtors to obtain DIP Financing. Without the ability to grant Beal Bank priming liens on the Prepetition Collateral, the Debtors do not have sufficient unencumbered property to support a postpetition credit facility large enough to fund their working capital needs during the entire reorganization process. Jenkens & Gilchrist, P.C., represents Beal Bank in the Debtors' bankruptcy proceeding. ----------------------------------------------------------------- [00011] S&P LOWERS TRUMP'S RATINGS TO D AFTER BANKRUPTCY FILING ----------------------------------------------------------------- NEW YORK, New York -- November 22, 2004 -- Standard & Poor's Ratings Services lowered its corporate credit and first mortgage note debt ratings on Trump Casino Holdings LLC (TCH) to 'D' from 'CCC+', and its second mortgage note rating to 'D' from 'CCC-'. At the same time, Standard & Poor's lowered its corporate credit and senior secured debt ratings on Trump Atlantic City Associates (TAC) to 'D' from 'CCC+'. All ratings were removed from CreditWatch where they were placed on Feb. 12, 2004. The ratings actions follow the announcement by Atlantic City, N.J.-based Trump Hotels & Casino Resorts Inc., the holding company parent of TAC and TCH, that it has filed for voluntary Chapter 11 reorganization in the U.S. Bankruptcy Court for the District of New Jersey. The company reported approximately $1.8 billion in consolidated debt outstanding as of Sept. 30, 2004. Complete ratings information is available to subscribers of RatingsDirect, Standard & Poor's Web-based credit analysis system, at http://www.ratingsdirect.com All ratings affected by this rating action can be found on Standard & Poor's public Web site at http://www.standardandpoors.com under Credit Ratings in the left navigation bar, select Find a Rating, then Credit Ratings Search. *** End of Issue No. 1 ***