UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1995
Commission File No. 1-9029
______________________________
TRUMP'S CASTLE FUNDING, INC.
(Exact name of Registrant as Specified in its Charter)
NEW JERSEY 11-2739203
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Castle Boulevard
Atlantic City, New Jersey 08401
(609) 340-5191
(Address, Including Zip Code and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
______________________________
TRUMP'S CASTLE ASSOCIATES
(Exact name of Registrant as Specified in its Charter)
NEW JERSEY 22-2608486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Castle Boulevard
Atlantic City, New Jersey 08401
(609) 340-5191
(Address, Including Zip Code and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
______________________________
<PAGE>
Indicate by checkmark whether the registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) have been subject to such filing requirements for the past 90
days.
Yes X No
_____ _____
Indicate by checkmark whether the Registrants have filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes X No
_____ _____
Trump's Castle Funding, Inc. meets the conditions set forth in General
Instructions H(1) (a) and (b) of Form 10-Q and is therefore filing
this form with the reduced disclosure format.
As of July 31, 1995, there were 200 shares of Trump's Castle
Funding, Inc.'s common stock outstanding.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
INDEX TO FORM 10-Q
Page
Number
PART I -- FINANCIAL INFORMATION
Item 1 -- Financial Statements
Consolidated Balance Sheets of Trump's Castle
Associates and Subsidiary as of June 30, 1995
(unaudited) and December 31, 1994 4
Consolidated Statements of Operations of Trump's
Castle Associates and Subsidiary for the three
and six month periods ended June 30, 1995 and 1994
(unaudited) 5
Consolidated Statement of Changes in Capital
of Trump's Castle Associates and Subsidiary for
the six months ended June 30, 1995
(unaudited) 6
Consolidated Statements of Cash Flows for Trump's
Castle Associates and Subsidiary for the six
months Ended June 30, 1995 and 1994
(unaudited) 7
Notes to Consolidated Financial Statements 8-10
Item 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-15
PART II -- OTHER INFORMATION
Item 1 -- Legal Proceedings 16
Item 2 -- Changes in Securities 16
Item 3 -- Defaults Upon Senior Securities 16
Item 4 -- Submission of Matters to Vote of Security Holders 16
Item 5 -- Other Information 16
Item 6 -- Exhibits and Reports on Form 8-K 16
Signatures 17
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30,
1995 December 31,
ASSETS (unaudited) 1994
CURRENT ASSETS:
Cash and temporary investments $15,624 $19,122
Receivables, net 7,021 8,858
Due from affiliates, net 587 434
Inventories 1,579 1,790
Other current assets 8,162 4,830
_________ _________
Total Current Assets 32,973 35,034
PROPERTY AND EQUIPMENT, NET 326,276 328,174
OTHER ASSETS 6,571 5,589
________ ________
Total Assets $365,820 $368,797
======== ========
LIABILITIES AND CAPITAL
CURRENT LIABILITIES:
Current maturities - other borrowings $2,313 $1,108
Accounts payable and accrued expenses 30,415 28,982
Accrued interest payable 4,003 3,994
________ ________
Total Current Liabilities 36,731 34,084
MORTGAGE NOTES, due 2003 net of 205,450 204,412
unamortized discount of $36,691
and $37,729
PIK NOTES, due 2005 net of 49,996 46,129
unamortized discount of $7,850
and $7,965
OTHER BORROWINGS 63,213 63,892
OTHER LONG TERM LIABILITIES 3,300 3,315
________ ________
Total Liabilities 358,690 351,832
CAPITAL 7,130 16,965
________ ________
Total Liabilities and Capital $365,820 $368,797
======== ========
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)
For the Three Months For the Six Months
Ended June 30 Ended June 30
___________________ __________________
1995 1994 1995 1994
REVENUES: ____ ____ ____ ____
Gaming $64,291 $65,868 $124,511 $127,650
Rooms 5,196 5,143 9,194 9,066
Food & beverage 6,924 7,721 12,980 13,989
Other 2,234 2,496 3,834 4,061
_______ _______ ________ ________
Gross Revenues 78,645 81,228 150,519 154,766
Less-Promotional allowances 7,930 8,483 14,363 15,692
_______ _______ ________ ________
Net Revenues 70,715 72,745 136,156 139,074
COSTS AND EXPENSES:
Gaming 37,850 40,463 73,677 78,229
Rooms 693 790 1,327 1,420
Food & beverage 3,190 3,674 5,973 6,424
General and administrative 17,637 17,030 35,536 35,307
Depreciation and amortization 3,577 3,743 7,113 7,334
_______ _______ ________ _______
Total costs and expenses 62,947 65,700 123,626 128,714
Income From Operations 7,768 7,045 12,530 10,360
INTEREST INCOME 70 148 224 295
INTEREST EXPENSE (11,422) (11,002) (22,589) (21,948)
_______ _______ ________ _________
Net Loss ($3,584) ($3,809) ($9,835) ($11,293)
======== ======== ======== =========
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(unaudited)
(in thousands)
Partners' Partners'
Capital Deficit Total
__________ __________ ________
Balance at December 31, 1994 $73,395 ($56,430) $16,965
Net Loss - (9,835) (9,835)
__________ __________ _________
Balance at June 30, 1995 $73,395 ($66,265) $7,130
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
For the Six Months
Ended June 30
______________________
1995 1994
____ ____
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($9,835) ($11,293)
Adjustments to reconcile net profit (loss)
to net cash flows provided by (used in)
operating activities
Noncash Charges-
Depreciation and amortization 7,113 7,334
Accretion of bond discounts 1,151 1,097
Provision for losses on receivables 516 3,723
Valuation adjustment of CRDA investment 714 615
_______ _______
(341) 1,476
(Increase) Decrease in receivables, net 1,168 (5,157)
(Increase) Decrease in inventories 211 180
(Increase) Decrease in other current assets (3,632) (2,610)
(Increase) Decrease in other assets (155) 2,022
Increase (Decrease) in current liabilities 1,442 306
Increase (Decrease) in other liabilities 3,739 0
_______ _______
Net cash flows provided by (used in)
operating activities 2,432 (3,783)
_______ _______
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property and equipment, net (5,215) (4,340)
Purchase of CRDA investments (1,241) (1,459)
_______ _______
Net cash flows used in investing activities (6,456) (5,799)
_______ _______
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Principal Payments on Other Borrowings (349) -
Other Borrowings 875 -
_______ _______
Net cash flows used in investing activities 526 -0-
_______ _______
Net Increase (Decrease) in cash and
cash equivalents (3,498) (9,582)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 19,122 20,439
_______ _______
CASH AND CASH EQUIVALENTS
AT JUNE 30 $15,624 $10,857
======= ========
SUPPLEMENTAL INFORMATION:
Cash paid for interest $17,676 $13,750
======== ========
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
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<PAGE>
TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization and Operations
The accompanying consolidated financial statements include
those of Trump's Castle Associates, a New Jersey general
partnership (the "Partnership") and its wholly owned subsidiary,
Trump's Castle Funding, Inc., a New Jersey corporation (the
"Company"). All significant intercompany balances and
transactions have been eliminated in the consolidated financial
statements.
The accompanying consolidated financial statements have been
prepared by the Partnership without audit. In the opinion of the
Partnership, all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position,
results of operations and cash flows for the periods presented
have been made.
The accompanying consolidated financial statements have
been prepared by the Partnership pursuant to the rules and
regulations of the Securities and Exchange Commission.
Accordingly, certain information and note disclosures normally
included in the financial statements prepared in conformity with
generally accepted accounting principles have been omitted.
These financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included
in the Company's annual report on Form 10-K for the year ended
December 31, 1994 filed with the Securities and Exchange
Commission.
The results of operations for the three month and six month
periods ended June 30, 1995 are not necessarily indicative of the
operating results to be attained for any other period.
(2) PIK Notes and Other Borrowings
On May 15, 1995, the semi-annual interest payment
of $3,752,771 on the Increasing Rate Subordinated Pay-In-Kind
Notes due 2005 (the "PIK Notes") was paid by issuance of
additional PIK Notes. Pursuant to the terms of the PIK Note
Indenture, the interest on the PIK Notes increased from the rate
of 7% per annum to 13-7/8% per annum effective October 1, 1994.
On June 23, 1995, the Partnership entered into an Option
Agreement with Hamilton Partners, L.P. ("Hamilton") which grants
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<PAGE>
the Partnership an option (the "Option") to acquire the PIK Notes
owned by Hamilton. Hamilton has represented to the Partnership
that it is the owner of at least 92% of the outstanding principal
amount of the PIK Notes. The Option was granted to the
Partnership in consideration of a one million dollar payment to
Hamilton.
The Option which is initially scheduled to expire on December
12, 1995, may be extended until June 21, 1996, and is exercisable
at a price equal to 60% of the aggregate principal amount and
accrued interest of the PIK Notes delivered upon exercise of the
Option, plus an additional 40% of the principal amount of PIK
Notes issued after the date of the Option Agreement and delivered
upon exercise of the Option. Pursuant to the terms of the Option
Agreement, upon the occurrence of certain events within 18 months
of the time the Option is exercised, the Partnership will make an
additional payment to Hamilton of up to 40% of the principal
amount of the PIK Notes.
The Partnership exercised its option to extend the Midlantic
Amended Term Loan ("Midlantic Loan") on May 28, 1995. The
interest rate was revised to be a fluctuating rate of 3% above
Midlantic National Bank's prime rate, but in no event less than 9%
per annum. In addition, the outstanding principal amount of the
Midlantic Loan will be amortized over the five-year extension
period on a twenty year amortization schedule requiring principal
prepayments of $158,333 per month over the period.
(3) Casino License
On June 22, 1995, the Casino Control Commission renewed the
casino license of the Partnership through 1999, subject to certain
continuing reporting and compliance conditions.
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<PAGE>
(4) Financial Information of the Company
Financial information relating to the Company is as
follows (in thousands):
June 30, December 31,
1995 1994
________ ___________
Total Assets (including Mortgage $282,446 $277,541
Notes Receivable of $242,141, ======== ========
net of unamortized discount
of $36,691 and $37,729 at
June 30, 1995 and December 31,
1994, PIK Notes Receivable of
$57,846, net of unamortized
discount of $7,850 at June 30,
1995 and $54,094, net of
unamortized of $7,965 at
December 31, 1994, and Senior
Notes Receivable of $27,000 at
June 30, 1995 and December 31,
1994.)
Total Liabilities and Capital $282,446 $277,541
(including Mortgage Notes ======== ========
Payable of $242,141, net of
unamortized discount of $36,691
and $37,729 at June 30, 1995
and December 31, 1994, PIK
Notes Payable of $57,846, net of
unamortized discount of $7,850 at
June 30, 1995 and $54,094, net
of unamortized of $7,965 at
December 31, 1994 and Senior
Notes Payable of $27,000 at
June 30, 1995 and December 31,
1994.)
For the Six Months
Ended June 30
________________________
1995 1994
________ ________
Interest Income $ 20,692 $ 20,217
Interest Expense 20,692 20,217
________ ________
Net Income $ - $ -
======== ========
Certain reclassifications have been made to conform with the
current year presentation.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
The financial information presented below reflects the
financial condition and results of operations of Trump's Castle
Associates (the "Partnership"). Trump's Castle Funding, Inc.
("Funding") is a wholly owned subsidiary of the Partnership and
conducts no business other than collecting amounts due under
certain intercompany notes from the Partnership for the purpose
of paying principal of, premium, if any, and interest on its
indebtedness, which Funding issued as a nominee for the
Partnership.
Results of Operations for the Three Month Period
Ended June 30, 1995 and June 30, 1994.
The Partnership's net losses for the three months ended June
30, 1995 and June 30, 1994 were $3.6 million and $3.8 million
respectively, reflecting an improvement of $0.2 million. Net
revenues (gross revenues less promotional expenses) for the three
months ended June 30, 1995 and 1994 totaled $70.7 million and
$72.7 million, respectively, representing a $2.0 million, 2.8%
decrease.
Gaming revenues, the primary component of gross revenue, were
approximately $64.3 million for the three months ended June 30,
1995 and $65.9 million for the comparable period in 1994. Gaming
revenue is comprised of table game win, slot machine, keno and
simulcasting win. For the three months ended June 30, 1995 and
1994, table game win at Trump's Castle approximated $17.4 million
and $19.4 million, respectively. The decline in table game
revenue was due to both a decline in the dollars wagered and the
win percentage. Dollars wagered on table games totaled
approximately $110.4 million with a win percentage of 15.5% in
1995 and $114.1 million with a win percentage of 16.5% in 1994.
The table game win percentage is outside the control of the
Partnership, and although fairly constant over the long term, can
vary significantly from quarter to quarter, due in part to the
play of certain gaming patrons who tend to wager substantial
dollar amounts on table games.
For the three months ended June 30, 1995 and 1994, slot
win at Trump's Castle approximated $46.6 million and $46.5
million, respectively. Dollars wagered on slot machines totaled
approximately $534.4 million and $508.5 million for the three
months ended June 30, 1995 and 1994, respectively, with a win
percentage of 8.7% in 1995 and 9.1% in 1994.
Food and beverage revenues decreased to $6.9 million for the
three months ended June 30, 1995 from $7.7 million for the
comparable period ended June 30, 1994. This $0.8 million decrease
is a result of reduced complimentary food & beverage, with an
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<PAGE>
offsetting savings in promotional allowances. Promotional
allowances were $7.9 million for the period ended June 30, 1995 as
compared to $8.5 million for the period ended June 30, 1994.
Gaming costs and expenses were $37.9 million for the three
months ended June 30, 1995, as compared to $40.5 million for the
three months ended June 30, 1994. This decrease of $2.6 million
is primarily attributable to $1.0 million less of bad debt expense
in the second quarter of 1995. A total $3.0 million bad debt
reserve was recorded in the first half of 1994 against a $4.0
million receivable relating to the January 1, 1994 gaming loss by
four international table game patrons. Approximately $1.4 million
of this receivable remains outstanding, with $1 million of this
amount reserved. The additional $1.6 million decrease in expenses
is attributable to a variety of cost reduction measures as well as
a $0.6 million reduction in revenue related taxes.
Results of Operations for the Six Month Period
Ended June 30, 1995 and June 30, 1994.
The Partnership's net losses for the six months ended June
30, 1995 and June 30, 1994 were $9.8 million and $11.3 million
respectively, reflecting an improvement of $1.5 million. Net
revenues (gross revenues less promotional expenses) for the six
months ended June 30, 1995 and 1994 totaled $136.2 million and
$139.1 million, respectively, representing a $2.9 million, 2.1%
decrease.
Gaming revenues, the primary component of gross revenue, were
approximately $124.5 million for the six months ended June 30,
1995 and $127.7 million for the comparable period in 1994. Gaming
revenue is comprised of table game win, slot machine, keno and
simulcasting win. For the six months ended June 30, 1995 and
1994, table game win at Trump's Castle approximated $33.4 million
and $42.3 million, respectively. The decline in table game
revenue was due to both a decline in the dollars wagered and the
win percentage. Dollars wagered on table games totaled
approximately $211.5 million with a win percentage of 15.8% in
1995 and $225.3 million with a win percentage of 18.8% in 1994.
The table game win percentage is outside the control of the
Partnership, and although fairly constant over the long term, can
vary significantly from quarter to quarter, due in part to the
play of certain gaming patrons who tend to wager substantial
dollar amounts on table games. Approximately $6.0 million of the
total $8.9 million decline in table game win is attributable to a
single day's win from four international table game patrons on
January 1, 1994. (See gaming costs and expenses below.)
For the six months ended June 30, 1995 and 1994, slot
win at Trump's Castle approximated $90.4 million and $85.3
million, respectively. Dollars wagered on slot machines totaled
approximately $1,022.3 million and $936.0 million for the six
months ended June 30, 1995 and 1994, respectively, with a win
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<PAGE>
percentage of 8.8% in 1995 and 9.1% in 1994. The Partnership
believes that the increase in slot revenue, which resulted from
the increase in dollars wagered, is attributable in part to the
success of its marketing strategy and to industry-wide growth in
slot wagers.
Food and beverage revenues decreased to $13.0 million for the
six months ended June 30, 1995 from $14.0 million for the
comparable period ended June 30, 1994. This $1.0 million decrease
is a result of reduced complimentary food & beverage, with an
offsetting savings in promotional allowances. Promotional
allowances were $14.3 million for the period ended June 30, 1995
as compared to $15.7 million for the period ended June 30, 1994.
Gaming costs and expenses were $73.7 million for the six
months ended June 30, 1995, as compared to $78.2 million for the
six months ended June 30, 1994. This decrease of $4.6 million is
primarily attributable to $3.0 million less of bad debt expense in
the first half of 1995. For the first six months of 1994, there
was a $3.0 million bad debt reserve recorded against a $4.0
million receivable relating to the January 1, 1994 gaming loss by
four international table game patrons. Approximately $1.4 million
remains outstanding, with $1 million of this amount reserved. The
additional $1.6 million decrease in expenses is attributable to a
variety of cost reduction measures as well as a $0.8 million
reduction in revenue related taxes.
Inflation. There was no significant impact on the
Partnership's operations as a result of inflation during the six
months ended June 30, 1995 and 1994.
Liquidity and Capital Resources.
Cash flow from operating activities is the Partnership's
principal source of liquidity. For the six months ended June 30,
1995, the Partnership's net cash flow provided by operating
activities before cash debt service was $18.2 million and cash
debt service was $15.8 million, resulting in net cash provided by
operating activities of approximately $2.4 million. Cash and cash
equivalents totaled $15.6 million at June 30, 1995.
Total anticipated capital expenditures for 1995 are
approximately $8.5 million and include casino floor improvements,
renovation of hotel rooms and the purchase of slot machines.
Management believes that this level of capital expenditure will be
sufficient to maintain the attractiveness of Trump's Castle and
the aesthetics of its hotel rooms and other public areas. Capital
expenditures of $5.2 million for the six months ended June 30,
1995 were primarily for the purchase of new slot machines and
hotel renovations.
The Partnership's debt consists primarily of (i) a loan with
Midlantic National Bank (the "Midlantic Loan"), (ii) the 11-1/2%
Senior Notes due 2000 (the "Senior Notes"), (iii) the 11-3/4%
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<PAGE>
Mortgage Notes due 2003 (the "Mortgage Notes"), and (iv) the
Increasing Rate Subordinated Pay-in Kind Notes due 2005 (the "PIK
Notes"). On May 28, 1995, the Partnership exercised its option to
extend the Midlantic Loan for an additional five year term. The
Amended Midlantic Loan bears interest at the prime rate plus 3%,
currently 11.75%, and requires amortized monthly principal
payments of $158,333 which commenced May 31, 1995. The Amended
Midlantic Loan matures on May 28, 2000.
The Senior Notes have an outstanding principal amount of $27
million, and bear interest at the rate of 11-1/2% per annum (which
may be reduced to 11-1/4% upon the occurrence of certain events).
The Senior Notes mature on November 15, 2000, and are subject to a
sinking fund which requires the retirement of 15% of the Senior
Notes on November 15, 1998 and 1999. The Mortgage Notes have an
outstanding principal amount of approximately $242 million, bear
interest at the rate of 11-3/4% per annum (which may be reduced to
11-1/2% upon the occurrence of certain events), and mature on
November 15, 2003.
The PIK Notes have an outstanding principal amount of
approximately $57.8 million and mature on November 15, 2005. The
PIK Notes bore interest at the rate of 7% through September 30,
1994, when, pursuant to their terms, the interest rate increased
to 13-7/8%. On or prior to November 15, 2003, interest on the PIK
Notes may be paid in cash or through the issuance of additional
PIK Notes. On May 15, 1995 the semi-annual interest payment of
$3,752,771 due on the PIK Notes was satisfied by the issuance of
additional PIK Notes, in lieu of a cash payment.
On June 23, 1995, the Partnership entered into an Option
Agreement with Hamilton Partners, L.P. ("Hamilton") which grants
the Partnership an option (the "Option") to acquire the PIK Notes
owned by Hamilton, which they have represented to be at least 92%
of the outstanding principal amount of the PIK Notes.
The Option which is initially scheduled to expire on December
12, 1995, may be extended until June 21, 1996, and is exercisable
at a price equal to 60% of the aggregate principal amount and
accrued interest of the PIK Notes delivered upon exercise of the
Option, plus an additional 40% of the principal amount of PIK
Notes issued after the date of the Option Agreement and delivered
upon exercise of the Option. Pursuant to the terms of the Option
Agreement, upon the occurrence of certain events within 18 months
of the time the Option is exercised, the Partnership will make an
additional payment to Hamilton of up to 40% of the principal
amount of the PIK Notes.
The Partnership anticipates that $19.0 million will be needed
in the second half of 1995 in operating cash flow to meet its debt
service obligations.
Management believes, based upon its current level of
operations, that although the Partnership is highly leveraged, it
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<PAGE>
will continue to have the ability to pay interest on its
indebtedness and to pay other liabilities with funds from
operations for the foreseeable future. However, there can be no
assurance to that effect. In the event that circumstances change,
the Partnership may seek to obtain a working capital facility of
up to $10 million, although there can be no assurance that such
financing will be available on terms acceptable to the
Partnership.
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<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
The Partnership and certain affiliated entities are
involved in various legal proceedings. Reference is made
to the description contained in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1994.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to Vote of Security Holders.
None
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Reference is made to the Exhibit Index included in
the Registrants' Annual Report on Form 10-K for the
year ended December 31, 1994, which is incorporated
herein by reference, and to which is added the
following:
10.42(16) Option Agreement, dated as of June 23,
1995, between Hamilton Partners, L.P.
and Trump's Castle Associates.
10.43 Form of Amended and Restated Term Note,
dated as of May 28, 1995, between
Midlantic Bank, N.A. and Trump's Castle
Associates.
(b) The Company filed the following Current Reports on
Form 8-K:
Report dated June 23, 1995, reporting the execution
of the Option Agreement.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrants have duly caused this Report
to be signed on their behalf by the undersigned thereunto duly
authorized.
TRUMP'S CASTLE FUNDING, INC.
By: /s/ Robert E. Schaffhauser
____________________________
Robert E. Schaffhauser
Assistant Treasurer
(Duly Authorized Officer and
Chief Accounting Officer)
Date: August 11, 1995
TRUMP'S CASTLE ASSOCIATES
By: TC/GP, Inc.
Its: General Partner
By: /s/ Robert E. Schaffhauser
____________________________
Robert E. Schaffhauser
Assistant Treasurer
(Duly Authorized Officer and
Chief Accounting Officer)
Date: August 11, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM TRUMP'S CASTLE
FUNDING, INC. AND TRUMP'S CASTLE ASSOICATES. THIS DATA HAS BEEN EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000770618
<NAME> TRUMP'S CASTLE FUNDING, INC. AND TRUMP'S CASTLE ASSOCIATES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 15624
<SECURITIES> 0
<RECEIVABLES> 7021<F1>
<ALLOWANCES> 0
<INVENTORY> 1579
<CURRENT-ASSETS> 8162
<PP&E> 506913
<DEPRECIATION> (180637)
<TOTAL-ASSETS> 365820
<CURRENT-LIABILITIES> 36731
<BONDS> 255446
<COMMON> 200
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 365820
<SALES> 0
<TOTAL-REVENUES> 136156
<CGS> 0
<TOTAL-COSTS> 116513
<OTHER-EXPENSES> 7113
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (22589)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9835)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>ASSET VALUES REPRESENT NET AMOUNTS
</FN>
</TABLE>
DRAFT
5/22/95
AMENDED AND RESTATED TERM NOTE
$38,000,000 Newark, New Jersey
As of May 28, 1995
FOR VALUE RECEIVED, the undersigned, TRUMP'S CASTLE ASSOCIATES, a New
Jersey general partnership (the "Borrower"), hereby unconditionally
promises to pay to the order of MIDLANTIC BANK, N.A. (formerly known as
MIDLANTIC NATIONAL BANK), a national banking association (the "Bank"), at
its office located at 499 Thornall Street, Metro Park Plaza, Edison, New
Jersey 08818 (or at such other place as the holder of this Note may
designate by written notice to the Borrower), in lawful money of the United
States of America and in immediately available funds, the principal amount
of Thirty Eight Million Dollars ($38,000,000.00), in 59 consecutive equal
monthly installments, each in the amount of $158,333, payable on the last
Business Day of each calendar month, commencing on May 31, 1995, with the
remaining principal amount to be paid on May 28, 2000, on which date the
entire outstanding principal amount of this Note and all accrued and unpaid
interest thereon shall be due and payable.
The Borrower further agrees to pay interest in like money at such
office (or such other location) on the principal amount hereof from time to
time outstanding from the date hereof until such amount shall become due
and payable (whether at the stated maturity, by acceleration or otherwise)
at the rate per annum equal to three percent (3%) above the Prime Rate (as
hereinafter defined) until paid in full (both before and after maturity);
provided that in no event shall the applicable interest rate hereunder be
less than nine percent (9%) per annum; and, provided further, that if all
or a portion of the principal amount of this Note shall not be paid when
due after the expiration of any applicable grace period contained in the
Credit Agreement (whether at the stated maturity, by acceleration or
otherwise), any such overdue payment shall thereafter bear interest at a
rate three percent (3%) per annum in excess of the interest rate otherwise
payable in respect of the principal amount of this Note, from the date of
nonpayment (both before and after judgment), until paid in full. Interest
shall be payable monthly in arrears on the last Business Day of each
calendar month commencing on May 31, 1995, and upon the due date and
payment (including prepayment) in full of the unpaid principal amount
hereof. As used herein, the "Prime Rate" shall mean the rate of interest
announced from time to time by the Bank as its "prime rate" or "prime
lending rate". This rate of interest is determined from time to time by
the Bank as a means of pricing some loans to its customers and is neither
tied to any external rate of interest or index nor does it necessarily
reflect the lowest rate of interest actually charged by the Bank to any
particular class or category of customers of the Bank. Any change in the
interest rate resulting from a change in the Prime Rate shall become
effective (without notice to the Borrower) as of the opening of business on
the day on which such change in the Prime Rate occurs.
If any payment on this Note becomes due and payable on a Saturday,
Sunday or other day on which commercial banks in the State of New Jersey
are authorized or required by law to close, the maturity thereof shall be
extended to the next succeeding Business Day and, with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension.
<PAGE>
All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentation for payment, demand, notice of nonpayment or dishonor,
protest and notice of protest.
Anything to the contrary notwithstanding, the Bank shall not charge,
take or receive, and the Borrower shall not be obligated to pay to the
Bank, any amounts constituting interest on the principal amount of this
Note from time to time outstanding in excess of the maximum rate permitted
by applicable law.
This Note is a replacement of the Term Note dated as of August 15,
1990, as amended and restated as of May 29, 1992, as amended by Amendment
No. 1 to Amended and Restated Term Note dated as of December 28, 1993 and
is the replacement Note referred to in the Amended and Restated
Credit Agreement dated as of December 28, 1993 by and among the Borrower,
Trump's Castle Funding, Inc., a New Jersey corporation (the "Company"), and
the Bank (herein, as the same may from time to time be amended or
supplemented, the "Credit Agreement") and is entitled to the benefits
thereof and is subject to optional prepayment in whole or in part as
provided therein. Terms used in this Note which are defined in the Credit
Agreement shall have the meanings given to them therein. This Note is
guaranteed as to payment by the Company as provided in the Guaranty and is
secured as provided in the Mortgage Documents. Reference is hereby made to
the Guaranty and the Mortgage Documents for a description of the
obligations guaranteed under the Guaranty and the limitation of the
liability of the Company thereunder, the property and assets in which liens
and security interests have been granted, the nature and extent of the
security, the terms and conditions upon which the liens and security
interests were granted and the rights of the holder of this Note, the
Borrower and the Company in respect thereof.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on
this Note shall, at the election of the holder of this Note, become, or may
be declared to be, immediately due and payable all as provided therein.
If this Note is not paid when the same shall become due and payable
(whether upon demand, by acceleration or otherwise), the Borrower agrees to
pay all costs of collection, including, without limitation, reasonable
attorneys' fees and expenses.
Notwithstanding anything herein or in any other agreement, document,
certificate, instrument, statement or omission referred to below to the
contrary, the Borrower and the Company are liable hereunder only to the
extent of the assets of the Borrower and the Company and, except as
provided in Section 2.07 of the Credit Agreement and in the Amended Put
Agreement, no other person or entity, including, but not limited to, any
partner, partner representative, officer, committee or committee member of
the Borrower or any partner therein or of any partnership affiliate (as
defined in Rule 405 under the Securities Act of 1933, as amended) of the
Borrower, or any incorporator, officer, director, or shareholder of the
Company, or any corporate partner of the Borrower or of any corporate
affiliate of the Borrower, or any affiliate or controlling person or entity
of any of the foregoing, or any successor, personal representative, heir or
assign of any of the foregoing, in each case past, present or as they may
exist in the future, shall be civilly liable in any respect (including,
without limitation, for the breach of any representation, warranty,
covenant, agreement, condition or indemnification or contribution
undertaking contained herein or therein) under, in connection with, arising
out of or relating to the Credit Agreement or this Note, the other Lending
Documents (as defined in the Credit Agreement) or any other agreement,
<PAGE>
document, certificate, instrument or statement (oral or written) related
to, executed or to be executed, delivered or to be delivered, or
made or to be made, or any omission made or to be made, in connection with
any of the foregoing or any of the transactions contemplated in any such
agreement, document, certificate, instrument, or statement.
Notwithstanding the foregoing, (i) the Bank shall preserve any personal
claims it may have for fraud, liabilities under the Securities Act of 1933,
as amended, and other liabilities that cannot be waived under applicable
federal and state laws against such Persons in connection with the
transactions contemplated by the Credit Agreement and this Note; provided,
however, that such conduct shall not in and of itself constitute an Event
of Default under the Credit Agreement, this Note, the Mortgage (as defined
in the Credit Agreement) or any other Lending Document; (ii) Trump shall be
liable to the Bank to perform his obligations under the Put Agreement;
(iii) each of the General Partners of the Borrower shall be liable to the
Borrower to repay to the Borrower an amount equal to any Restricted Payment
actually received by that General Partner in contravention of Section 11.04
of the Credit Agreement; (iv) Trump and each Affiliate of Trump (but not in
any event any Partner Representative (as defined in the Partnership
Agreement) other than Trump or any Affiliate thereof) shall be liable to
repay to the Borrower any Restricted Payment actually received by Trump or
such Affiliate of Trump, as the case may be, in contravention of Section
11.04 of the Credit Agreement; (v) with respect to a Combination
Transaction, any Successor shall have liability hereunder and under any
other Lending Document to the fullest extent the Borrower and the Company
have, taking into consideration the provisions of the second sentence of
Section 10.02 of the Credit Agreement; (vi) any Person who receives
directly or indirectly any assignment or other transfer in whole or in part
of the Trust Estate in contravention of the provisions of the Credit
Agreement or any of the other Lending Documents shall be liable hereunder
and under the other Lending Documents to the extent of the assets received
and (vii) the foregoing is not intended to and shall not apply to (A) the
Intercreditor Agreement (but shall apply to the Consent and Agreement
executed by the Borrower and the Company relating thereto), (B) the
obligations and agreements of the Trustees set forth in the Consent and
Agreement or (C) any Opinions of Counsel, title insurance policies, pro-
forma policies and/or commitments, title recording letters, title
reinsurance policies, pro-forma policies and/or commitments, real estate
surveys and/or insurance policies delivered to or entered into for the
benefit of the Bank pursuant to the Credit Agreement or any of the other
Lending Documents, or in connection with the transactions contemplated
hereby or thereby or by the 1992 Credit Agreement. Any agreement,
document, certificate, statement or other instrument to be executed
simultaneously with, in connection with, arising out of or relating to the
Credit Agreement, this Note or any other Lending Document, or any other
agreement, document, certificate, statement or instrument referred to
above, or any agreement, document, certificate, statement or instrument
contemplated thereby or hereby, shall contain language mutatis mutandi to
this paragraph and, if such language is omitted, shall be deemed to contain
such language.
This Note has been executed and delivered by the Borrower and accepted
by the Bank as an amendment and restatement of and in substitution for the
Original Term Note, but not in payment or satisfaction of the indebtedness
outstanding under the Original Term Note.
<PAGE>
This Note shall be governed by and construed in accordance with the
laws of the State of New Jersey, without giving effect to the choice of law
principles thereof. This Note is subject to and shall be enforced in
compliance with the provisions of the New Jersey Casino Control Act.
IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed and delivered by its duly authorized partner as of the day and
year first above written.
WITNESS: TRUMP'S CASTLE ASSOCIATES,
a general partnership
By: _________________________
Donald J. Trump
Managing Partner
This Note is guaranteed as to payment by the undersigned pursuant to
the Guaranty contained
in Section 12.01 of the Credit Agreement, subject to the limitation of
liability set forth in Section 2.07
thereof.
ATTEST: TRUMP'S CASTLE FUNDING, INC
By: __________________________
Donald J. Trump, President
<PAGE>
