EXHIBIT 10(bz)
AMENDMENT TO RESTRUCTURING AGREEMENT
WHEREAS, the Claridge Hotel and Casino Corporation, a New York
corporation (the "Corporation"), The Claridge at Park Place, Incorporated, a New
Jersey corporation ("CPPI"), and Atlantic City Boardwalk Associates, L.P., a New
Jersey limited partnership ("ACBA"), entered into a Restructuring Agreement,
dated March 1, 1997 (the "Restructuring Agreement") (terms not defined in this
Amendment shall have the meanings given to them in the Restructuring Agreement).
WHEREAS, ACBA is considering entering into a Sixth Amendment to
the operating lease and a Fifth Amendment to the expansion operating lease,
dated as of September 30, 1998 (the "Sixth Amendment"); and
WHEREAS, CHCC and CPPI desire to amend certain provisions of the
Restructuring Agreement, as set forth below;
NOW, THEREFORE, as an inducement to ACBA's entering into the
Sixth Amendment, the parties hereto hereby agree as follows:
1. Amendments
The Restructuring Agreement is hereby amended in the following
respects:
(a) The language in subclauses (i) and (ii) of Section 2(b) of
the Restructuring Agreement shall be amended to read in their
entirety as follows:
(i) The definition of "Maturity Date" in Section 1 of the
Expandable Wraparound Mortgage Loan Agreement will be
amended by replacing "September 30, 2000" with "January
1, 2005".
(ii) Section 9 of the First Amendment will be amended as
follows:
a. In Section 2.1(a)(i), the reference to "September
30, 2000" will be replaced with "January 1, 2005".
(b) The language in Section 2(e) of the Restructuring
Agreement shall be amended to read in its entirety as
follows:
(e) CPPI acknowledges that Section 2.11 of the Wraparound
Mortgage Agreement shall apply to a failure by CPPI to
pay any amounts due under the Operating Lease and that
such Section and Section 7.3 apply to a failure by CPPI
to pay the $1,300,000 of Deferred Rent or the $1,100,000
of Deferred Rent in accordance with the terms of the
Sixth Amendment to Operating Lease Agreement and Fifth
Amendment to Expansion Operating Lease Agreement, dated
as of the 30th day of September 1998, between ACBA and
CPPI.
2. Neither ACBA nor its partners shall be personally liable to the
Corporation or CPPI for (a) the non-payment of any principal of or interest on
the Wraparound Mortgage Note, (b) the non-payment of any other
amount owing to the Corporation or CPPI under the Restructuring Agreement (as
amended hereby), or (c) damages arising out of the failure to perform any
obligation under the Restructuring Agreement (as amended hereby), the
Corporation and CPPI's recourse being expressly limited to the collateral (as
such term is defined in the Wraparound Mortgage Agreement); provided, however,
that except as expressly set forth herein nothing contained in this
Restructuring Agreement shall limit, restrict or impair the rights of the
Corporation or CPPI to accelerate the maturity of the Wraparound Mortgage Note
and all other Indebtedness (as such term is defined in the Wraparound Mortgage
Agreement) upon the occurrence of an Event of Default (as such term is defined
in the Wraparound Mortgage Agreement), to bring suit and obtain a judgment
against ACBA or its general partners on the Wraparound Mortgage Note and such
other Indebtedness ( so long ACBA or its partners shall not have any personal
liability upon any such judgment except to the extent of its interest in the
collateral and the satisfaction thereof shall be limited to the Collateral) or
to exercise all rights and remedies provided in the Restructuring Agreement (as
amended hereby), or otherwise to realize upon the Collateral. This paragraph
shall not be deemed to be a waiver by the Corporation or CPPI of any claims in
the nature of fraud or deceit arising under or in connection with the
Restructuring Agreement (as amended hereby).
3. Except as specifically amended herein, all of the obligations, terms
and conditions set forth in the Restructuring Agreement shall remain unchanged
and in full force and effect.
4. This Amendment to the Restructuring Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment to the Restructuring Agreement as of the 30th day of September, 1998.
THE CLARIDGE HOTEL AND CASINO CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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THE CLARIDGE AT PARK PLACE, INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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