<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _______________ to ______________.
Commission file number: 000-20219
TRUMP PLAZA FUNDING, INC.
-------------------------
(Exact name of Registrant as specified in its charter)
NEW JERSEY 13-3339198
- ------------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
- ------------------------------------ ---------------------
(Address of principal executive (Zip Code)
offices)
(609) 441-6526
--------------
(Registrant's telephone number, including area code)
Commission file number: 033-58608
TRUMP PLAZA HOLDING ASSOCIATES
------------------------------
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-3213714
- -------------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
<PAGE>
incorporation or organization) Identification No.)
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
- ------------------------------------ -------------------
(Address of principal executive (Zip Code)
offices)
(609) 441-6526
--------------
(Registrant's telephone number, including area code)
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q, CONTINUED
Commission file number: 033-04604-01
TRUMP PLAZA ASSOCIATES
----------------------
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-3241643
- -------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
- -------------------------------------- --------------------
(Address of principal executive (Zip Code)
offices)
(609) 441-6526
--------------
(Registrant's telephone number, including area code)
Indicate by check mark 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 check mark whether the Registrants have filed all documents and
reports required to be filed by Section 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 ___
---
The number of outstanding shares of Trump Plaza Funding, Inc.'s, common stock as
of May 11, 1995, was 100.
Total number of pages in this Report including Exhibits: 121
<PAGE>
TRUMP PLAZA FUNDING, INC.
TRUMP PLAZA HOLDING ASSOCIATES
TRUMP PLAZA ASSOCIATES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Pages
-----
Number
- ------
<S> <C>
PART I -- FINANCIAL INFORMATION
ITEM 1 -- Financial Statements
Condensed Balance Sheets of Trump Plaza Funding,Inc.
as of March 31, 1995 (unaudited) and December 31, 1994. 1
Condensed Statements of Income of Trump Plaza Funding, Inc.
for the Three Months Ended March 31, 1995 and 1994 (unaudited). 3
Condensed Statement of Capital of Trump Plaza Funding, Inc.
for the Three Months Ended March 31, 1995 (unaudited). 5
Condensed Statements of Cash Flows of Trump Plaza
Funding, Inc. for the Three Months Ended March 31, 1995
and 1994 (unaudited). 7
Condensed Consolidated Balance Sheets of Trump Plaza Holding
Associates and Trump Plaza Associates as of March 31, 1995
(unaudited) and December 31, 1994. 9
Condensed Consolidated Statements of Operations of Trump Plaza
Holding Associates and Trump Plaza Associates for the Three Months
Ended March 31, 1995 and 1994 (unaudited). 11
Condensed Consolidated Statement of Capital (Deficit) of Trump Plaza
Holding Associates and Trump Plaza Associates for the Three Months Ended
March 31, 1995 (unaudited). 13
Condensed Consolidated Statements of Cash Flows of Trump Plaza
Holding Associates and Trump Plaza Associates for the Three Months Ended
March 31, 1995 and 1994 (unaudited). 15
Notes to Condensed Financial Statements of Trump Plaza Funding, Inc.,
Trump Plaza Holding Associates and Trump Plaza Associates. 17
ITEM 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 31
PART II -- OTHER INFORMATION
</TABLE>
<PAGE>
<TABLE>
<S> <C>
ITEM 1 -- Legal Proceedings 34
ITEM 2 -- Changes in Securities 35
ITEM 3 -- Defaults upon Senior Securities 36
ITEM 4 -- Submission of Matters to a Vote of Security Holders 36
ITEM 5 -- Other Information 36
ITEM 6 -- Exhibits and Reports on Form 8-K 36
Signatures - Trump Plaza Funding, Inc. 38
Signatures - Trump Plaza Holding Associates 39
Signatures - Trump Plaza Associates 40
INDEX TO EXHIBITS 41
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1- FINANCIAL STATEMENTS
--------------------
TRUMP PLAZA FUNDING, INC.
-------------------------
CONDENSED BALANCE SHEETS
------------------------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
----------- -----------
(unaudited)
ASSETS
------
CURRENT ASSETS:
<S> <C> <C>
Cash $ 2 $ 2
Mortgage Interest Receivable 10,467 1,495
------- -------
Total Current Assets 10,469 1,497
Mortgage Note Receivable 326,334 326,234
Receivable From Partnership 3,822 3,822
------- -------
Total Assets $340,625 $331,553
======= =======
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND CAPITAL
-----------------------
CURRENT LIABILITIES:
<S> <C> <C>
Accrued Interest Payable $ 10,467 $ 1,495
------- -------
Total current liabilities 10,467 1,495
10 7/8% Mortgage Bonds, net of
discount due 2001 326,334 326,234
Deferred Income Taxes Payable 3,822 3,822
------- -------
Total Liabilities 340,623 331,551
------- -------
Common Stock, $.01 par value, 1,000
shares authorized, 100 shares issued
and outstanding - -
Additional Paid in Capital 2 2
Retained Earnings - -
------- -------
Total Liabilities and Capital $340,625 $331,553
======= =======
</TABLE>
-1-
<PAGE>
The accompanying notes are an integral part of
these condensed balance sheets.
-2-
<PAGE>
TRUMP PLAZA FUNDING, INC.
-------------------------
CONDENSED STATEMENTS OF INCOME
------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
--------------------------------------------------
(UNAUDITED)
-----------
(IN THOUSANDS)
--------------
<TABLE>
<CAPTION>
1995 1994
------ ------
<S> <C> <C>
Interest Income From Partnership $ 9,072 $ 9,062
Interest Expense (9,072) (9,062)
------ ------
Income Before Provision for Taxes - -
Provision for Income Taxes - -
------ ------
Net Income $ - $ -
====== ======
</TABLE>
-3-
<PAGE>
The accompanying notes are an integral part
of these condensed financial statements.
-4-
<PAGE>
TRUMP PLAZA FUNDING, INC.
-------------------------
CONDENSED STATEMENT OF CAPITAL
------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1995
-----------------------------------------
(UNAUDITED)
-----------
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
-----------------------------------
<TABLE>
<CAPTION>
Common Stock
---------------------
Additional
Number of Paid In Retained
Shares Amount Capital Earnings Total
--------- -------- --------- -------- -------
<S> <C> <C> <C> <C> <C>
Balance,
December 31, 1994 100 - $ 2 - $ 2
Net Income - - - - -
------ ------ ----- ------- -----
Balance,
March 31, 1995 100 - $ 2 - $ 2
====== ====== ===== ======= =====
</TABLE>
-5-
<PAGE>
The accompanying notes are an integral part of
these condensed financial statements.
-6-
<PAGE>
TRUMP PLAZA FUNDING, INC.
-------------------------
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
--------------------------------------------------
(UNAUDITED)
-----------
(IN THOUSANDS)
--------------
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ - $ -
Adjustments to Reconcile Net Income
To Net Cash Flows Provided by
(Used In) Operating Activities:
Accretion of discount on indebtedness 100 90
------ ------
100 90
Increase in interest receivable (8,972) (8,972)
Increase in interest payable 8,972 8,972
------ ------
Net Cash Flows Provided By Operating Activities 100 90
--------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Mortgage Note Receivable (100) (90)
------ ------
Net Cash Flows Used In
Financing Activities (100) (90)
------ -----
Net Change in Cash - -
Cash at Beginning of Year 2 2
------ ------
Cash at March 31, $ 2 $ 2
====== ======
</TABLE>
-7-
<PAGE>
The accompanying notes are an integral part of
these condensed financial statements.
-8-
<PAGE>
TRUMP PLAZA HOLDING ASSOCIATES AND
----------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(IN THOUSANDS)
--------------
<TABLE>
<CAPTION>
ASSETS
------
March 31, December 31,
1995 1994
------------- --------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 19,125 $ 11,144
Receivables, net 6,920 6,797
Inventories 3,535 3,657
Other current assets 3,584 4,280
------- -------
Total current assets 33,164 25,878
PROPERTY AND EQUIPMENT, net 301,710 298,354
LAND RIGHTS 29,597 29,688
OTHER ASSETS 22,241 21,723
------- -------
Total Assets $386,712 $375,643
======= =======
<CAPTION>
LIABILITIES AND CAPITAL
-----------------------
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ 4,142 $ 2,969
Accounts payable and accrued expenses 25,811 26,782
Accrued interest payable 13,086 1,871
Due to affiliate, net 35 206
-------- --------
Total Current Liabilities 43,074 31,828
LONG-TERM DEBT, net of discount and current
maturities 405,786 403,214
DISTRIBUTION PAYABLE TO
TRUMP PLAZA FUNDING, INC. 3,822 3,822
DEFERRED STATE INCOME TAXES 153 359
-------- --------
Total Liabilities 452,835 439,223
-------- --------
CAPITAL:
Partners' Deficit (78,772) (78,772)
Retained Earnings 12,649 15,192
-------- --------
</TABLE>
-9-
<PAGE>
<TABLE>
<S> <C> <C>
Total Deficit (66,123) (63,580)
-------- --------
Total Liabilities and Capital $386,712 $375,643
======= =======
</TABLE>
The accompanying notes are an integral part of
these condensed consolidated balance sheets.
-10-
<PAGE>
TRUMP PLAZA HOLDING ASSOCIATES AND
----------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
--------------------------------------------------
(UNAUDITED)
-----------
(IN THOUSANDS)
--------------
<TABLE>
<CAPTION>
For the Three
Months Ended
March 31,
---------------
1995 1994
-------- --------
<S> <C> <C>
REVENUES:
Gaming $ 65,722 $ 54,157
Rooms 3,898 3,631
Food and Beverage 10,259 8,383
Other 1,781 1,820
-------- --------
Gross Revenues 81,660 67,991
Less- Promotional allowances 7,557 6,988
-------- --------
Net Revenues 74,103 61,003
-------- --------
COSTS AND EXPENSES:
Gaming 36,785 31,112
Rooms 680 682
Food and Beverage 4,449 3,531
General and Administrative 16,750 18,503
Depreciation and Amortization 4,092 3,922
Other 833 840
-------- --------
63,589 58,590
-------- --------
Income from operations 10,514 2,413
-------- --------
NON-OPERATING INCOME AND
(EXPENSES):
Interest income 173 102
Interest expense (12,527) (12,129)
Other non-operating expense (909) (1,288)
-------- --------
(13,263) (13,315)
-------- --------
Loss before benefit
for state income
taxes (2,749) (10,902)
BENEFIT FOR STATE
INCOME TAXES (206) (1,014)
-------- --------
Net Loss $ (2,543) $ (9,888)
======== ========
</TABLE>
-11-
<PAGE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
-12-
<PAGE>
TRUMP PLAZA HOLDING ASSOCIATES AND
----------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL (DEFICIT)
-----------------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1995
-----------------------------------------
(UNAUDITED)
-----------
(IN THOUSANDS)
--------------
<TABLE>
<CAPTION>
Partners' Retained
Capital Earnings Total
-------- --------- ------------
<S> <C> <C> <C>
Balance,
December 31, 1994 $(78,772) $15,192 $(63,580)
Net Loss - (2,543) (2,543)
--------- ------- --------
Balance,
March 31, 1995 $(78,772) $12,649 $(66,123)
========= ====== =======
</TABLE>
-13-
<PAGE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
-14
- -
<PAGE>
TRUMP PLAZA HOLDING ASSOCIATES AND
----------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
--------------------------------------------------
(UNAUDITED)
-----------
(IN THOUSANDS)
--------------
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,543) $ (9,888)
Adjustments to reconcile net loss to
net cash flows from operating activities-
Noncash charges-
Depreciation and amortization 4,092 3,922
Accretion of discounts on indebtedness 522 455
Provisions for losses on receivables 330 246
Deferred state income taxes ( 206) (1,014)
Utilization of CRDA credits and donations 125 192
Valuation allowance of CRDA investments 98 85
------ ------
2,418 (6,002)
(Increase) decrease in receivables (453) 945
Decrease in inventories 122 160
Increase in advances to affiliates (171) (659)
Decrease in other current assets 696 1,006
(Increase) decrease in other assets (744) 602
(Decrease) increase in accounts payable and
accrued expenses (971) 1,368
Increase in accrued interest payable 11,215 10,957
------ ------
Net cash flows provided by operating
activities 12,112 8,377
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (7,354) (6,165)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additional Borrowings 3,918 158
Payments and current maturities of
long-term debt (695) (387)
------ ------
Net cash flows used in financing activities 3,223 (229)
------ ------
Net increase in cash and
cash equivalents 7,981 1,983
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 11,144 14,393
------ ------
CASH AND CASH EQUIVALENTS AT MARCH 31, $19,125 $16,376
</TABLE>
-15-
<PAGE>
<TABLE>
<S> <C> <C>
======= =======
CASH INTEREST PAID $ 54 $ 172
======= =======
</TABLE>
The accompanying notes are an integral part of
these condensed consolidated financial statements.
-16-
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
-------------------------------------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
-----------
1. CONDENSED FINANCIAL STATEMENTS:
- -----------------------------------
The accompanying condensed financial statements include those of Trump Plaza
Funding, Inc. (the "Company"), a New Jersey General Corporation as well as those
of Trump Plaza Holding Associates, ("Holding") a New Jersey General Partnership,
and its 99% owned subsidiary, Trump Plaza Associates, (the "Partnership") a New
Jersey General Partnership, which owns and operates Trump Plaza Hotel and Casino
located in Atlantic City, New Jersey. The Company owns the remaining 1%
interest in the Partnership. Holding's sole source of liquidity is
distributions in respect of its interest in the Partnership.
All significant intercompany balances and transactions have been eliminated in
the condensed consolidated financial statements of Holding. The minority
interest in the Partnership has not been separately reflected in the
consolidated financial statements of Holding since it is not material.
The accompanying condensed financial statements have been prepared by the
Company, Holding and the Partnership without audit. In the opinion of the
Company, Holding and the Partnership, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position, the
results of operations and cash flows for the periods presented, have been made.
Certain prior year amounts have been reclassified to conform with the current
period presentation.
The accompanying condensed financial statements have been prepared by the
Company, Holding and the Partnership pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, certain information and
note disclosures normally included in financial statements prepared in
conformity with generally accepted accounting principles have been condensed or
omitted. These condensed financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's,
Holding's and the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1994 filed with the Securities and Exchange Commission.
The casino industry in Atlantic City is seasonal in nature; therefore, results
of operations for the three months ended March 31, 1995 are not necessarily
indicative of the operating results for a full year.
-17-
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
-------------------------------------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
-----------
2. LONG-TERM DEBT :
- --------------------
Long-term debt consists of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Company:
10 7/8% Mortgage Notes, due 2001 net
of unamortized discount of $3,666,000
and $3,766,000, respectively (A) $326,334,000 $326,234,000
=========== ===========
Holding and the Partnership:
Partnership
Partnership Note (10 7/8% Mortgage Notes,
due 2001 net of unamortized discount of
$3,666,000 and $3,766,000,
respectively (A) $326,334,000 $326,234,000
Mortgage notes payable (C) 5,396,000 5,494,000
Other notes payable 3,789,000 468,000
----------- -----------
335,519,000 332,196,000
Less - Current maturities 4,142,000 2,969,000
----------- -----------
331,377,000 329,227,000
Holding
PIK Notes (12 1/2% Notes due 2003 net
of discount of $9,347,000 and
$9,769,000, respectively (B) 74,409,000 73,987,000
----------- -----------
$405,786,000 $403,214,000
=========== ===========
</TABLE>
(A) On June 25, 1993 the Company issued $330,000,000 principal amount of 10
7/8% Mortgage Notes, due 2001 (the "Mortgage Notes"), net of discount of
$4,313,000. The Mortgage Notes mature on June 15, 2001 and are redeemable
at any time on or after June 15, 1998, at the option of the Company or the
Partnership, in whole or in part, at the principal amount plus a premium
which declines ratably each year to zero in the year of maturity. The
Mortgage Notes bear interest at the stated rate of 10 7/8% per annum from
the date of issuance, payable semi-annually on each June 15 and December
15, commencing December 15, 1993 and are secured by substantially all of
the Partnership's assets. The accompanying consolidated financial
statements reflect interest expense at the effective interest rate of
11.12% per annum.
-18-
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
-------------------------------------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
-----------
2. LONG-TERM DEBT CONT.:
- -------------------------
The Mortgage Note Indenture contains certain covenants limiting the ability
of the Partnership to incur indebtedness, including indebtedness secured by
liens on Trump Plaza. In addition, the Partnership may, under certain
circumstances, incur up to $25.0 million of indebtedness to finance the
expansion of its facilities, which indebtedness may be secured by a lien on
Trump Plaza East (See Note 6 Trump Plaza East) senior to the liens of the
Note Mortgage and Guarantee Mortgage thereon. The Mortgage Notes represent
the senior indebtedness of the Company. The Partnership Note and the
Guarantee rank pari passu in right of payment with all existing and future
senior indebtedness of the Partnership.
The Mortgage Notes, the Partnership Note, the Note Mortgage, the Guarantee
and the Guarantee Mortgage are non-recourse to the partners of the
Partnership, to the shareholders of the Company and to all other persons
and entities (other than the Company and the Partnership), including Donald
J. Trump ("Trump"). Upon an event of default, holders of the Mortgage
Notes would have recourse only to the assets of the Company and the
Partnership.
(B) On June 25, 1993 Holding issued $60,000,000 principal amount of 12 1/2%
Pay-In-Kind Notes, due 2003 (the "PIK Notes"), together with Warrants to
acquire an additional $12,000,000 of PIK Notes at no additional cost (the
"Warrants"). The Warrants are exercisable following the earlier of certain
triggering events or June 15, 1996.
The PIK Notes mature on June 15, 2003 and bear interest at the rate of 12
1/2 % per annum from the date of issuance, payable semi-annually on each
June 15 and December 15, commencing December 15, 1993. At the option of
Holding, interest is payable in whole or in part, in cash or, in lieu of
cash, through the issuance of additional PIK Notes valued at 100% of their
principal amount. The ability of Holding to pay interest in cash on the
PIK Notes is entirely dependent on the ability of the Partnership to
distribute available cash, as defined, to Holding for such purpose.
As of March 31, 1995, the Partnership has elected to issue in lieu of cash
a total of $11,756,000 in PIK Notes to satisfy its semi-annual PIK Note
interest obligation.
The PIK Notes are subordinate to the Company's Mortgage Notes and any other
indebtedness of the Partnership and are secured by a pledge of Holding's
99% equity interest in the Partnership. The indenture to
-19-
<PAGE>
which the PIK Notes were issued (the "PIK Note Indenture") contains
covenants prohibiting Holding from incurring additional indebtedness and
engaging in other activities, and other covenants restricting the
activities of the Partnership substantially similar to those set forth in
the Mortgage Note Indenture. The PIK Notes and the Warrants are non-
recourse to the Partners of Holding, including Trump, and to all other
persons and entities (other than Holding). Upon an event of default,
holders of PIK Notes or Warrants will have recourse only to the assets of
Holding which consist solely of its equity interest in the Partnership.
-20-
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
-------------------------------------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
-----------
2. LONG-TERM DEBT CONT.:
- -------------------------
(C) Interest on these notes are payable with interest rates ranging from 10.0%
to 11.0%. The notes are due at various dates between 1995 and 1998 and are
secured by real property.
3. INCOME TAXES:
- -----------------
The Company, Holding and the Partnership adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"),
effective January 1, 1993. Adoption of this new standard did not have a
significant impact on the respective statements of financial condition or
results of operations. SFAS No. 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method deferred tax liabilities and assets are determined based on the
difference between the financial statement and the tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
The accompanying condensed financial statements of the Company include a
provision for Federal income taxes, based on distributions from the Partnership
relating to the Company's Preferred Stock which was redeemed on June 25, 1993.
The Company will be reimbursed for such income taxes by the Partnership. The
accompanying condensed consolidated financial statements of Holding and the
Partnership do not include a provision for Federal income taxes since any income
or losses allocated to its partners are reportable for Federal income tax
purposes by the partners.
Under the New Jersey Casino Control Commission regulations, the Partnership is
required to file a New Jersey corporation business tax return. Accordingly, a
benefit for state income taxes has been reflected in the accompanying condensed
consolidated financial statements of Holding and the Partnership.
The Partnership's deferred state income taxes result primarily from differences
in the timing of reporting of depreciation for tax and financial statement
purposes.
4. CASINO LICENSE RENEWAL:
- ---------------------------
The operation of an Atlantic City hotel and casino is subject to significant
regulatory controls which affect virtually all of its operations. Under the
-21-
<PAGE>
New Jersey Casino Control Act (the "Act") the Partnership is required to
maintain certain licenses.
In April, 1993, the New Jersey Casino Control Commission ("CCC") renewed the
Partnership's license to operate Trump Plaza. This license must be renewed in
June, 1995, is not transferable and will include a review of the financial
stability of the Partnership. Upon revocation, suspension for more than 120
days, or failure to renew the casino license, the Act allows
-22-
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
-------------------------------------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
-----------
4. CASINO LICENSE RENEWAL CONT.:
- ---------------------------------
for the appointment of a conservator to take possession of the hotel and
casino's business and property, subject to all valid liens, claims and
encumbrances.
5. LEGAL PROCEEDINGS:
- ----------------------
The Partnership, its Partners, certain members of its former Executive
Committee, and certain of its employees, have been involved in various legal
proceedings. In general, the Partnership has agreed to indemnify such persons
against any and all losses, claims, damages, expenses (including reasonable
costs, disbursements and counsel fees) and liabilities (including amounts paid
or incurred in satisfaction of settlements, judgements, fines and penalties)
incurred by them in said legal proceedings. Such persons and entities are
vigorously defending the allegations against them and intend to vigorously
contest any future proceedings.
Various other legal proceedings are now pending against the Partnership. The
Partnership considers all such other proceedings to be ordinary litigation
incident to the character of its business and not material to its business or
financial condition. The Partnership believes that the resolution of these
claims will not, individually or in the aggregate, have a material adverse
effect on its financial condition or results of operations.
The Partnership is also a party to various administrative proceedings involving
allegations that it has violated certain provisions of the Act. The Partnership
believes that the final outcome of these proceedings will not, either
individually or in the aggregate, have a material adverse effect on its
financial condition, results of operations or on the ability of the Partnership
to otherwise retain or renew any casino or other licenses required under the Act
for the operation of Trump Plaza.
6. TRUMP PLAZA EAST:
- ---------------------
In 1993, the Partnership received the approval of the CCC, subject to certain
conditions, for the expansion of its hotel facilities ("Trump Plaza East"). On
June 24, 1993, Trump transferred title of Trump Plaza East to a lender in an
amount for a reduction in indebtedness to such lender in an amount equal to the
sum of fair market value of Trump Plaza East and all rent payments made to such
lender by Trump under the Trump Plaza East Lease (defined below). At that time,
the lender leased Trump Plaza East to Trump (the "Trump Plaza East Lease") for a
term of five years, which expires on June 30, 1998,
-23-
<PAGE>
during which time Trump is obligated to pay the lender $260,000 per month in
lease payments. In October 1993, the Partnership assumed Trump Plaza East Lease
and related expenses.
-24-
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
-------------------------------------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
-----------
6. TRUMP PLAZA EAST CONT'D
- ---------------------------
On June 24, 1993, the Partnership acquired a five-year option to purchase Trump
Plaza East (the "Trump Plaza East Purchase Option"). In addition, the
Partnership has the right of first refusal upon any proposed sale of all or any
portion of Trump Plaza East during the term of the Trump Plaza East Purchase
Option. Until such time as the Trump Plaza East Option is exercised or expires,
the Partnership will be obligated, from and after the date it entered into the
Trump Plaza East Purchase Option, to pay the net expenses associated with Trump
Plaza East. During the three months ended March 31, 1995, the Partnership
incurred $0.9 million of such expenses. The CCC has required that the
Partnership exercise the Trump Plaza East Purchase Option or its right of first
refusal no later than July 1, 1995. The Partnership has petitioned the CCC to
extend such date to July 1, 1996; however, no assurance can be given that such
waiver will be granted or that any condition imposed by the CCC would be
acceptable to the Partnership. If the Partnership defaults in making payments
due under the Trump Plaza East Purchase Option, the Partnership would be liable
to the lender for the sum of (a) the present value of all remaining payments to
be made by the Partnership pursuant to the Trump Plaza East Purchase Option
during the terms thereof and (b) the cost of demolition of all improvements then
located on the Trump Plaza East site. In order for the Partnership to exercise
the option it would be required to pay $27.0 million through June 30, 1995,
increasing by $1.0 million annually thereafter until expiration on June 30,
1998. If the Partnership is unable to exercise the option, it would be required
to expense any capitalized costs associated with Trump Plaza East.
As of March 31, 1995, the Partnership had capitalized approximately $13.3
million in construction costs related to Trump Plaza East including a $1 million
consulting fee paid to Trump (Note 8). The Partnership's ability to acquire
Trump Plaza East pursuant to Trump Plaza East Purchase Option is dependent upon
its ability to obtain financing to acquire the property. The ability to incur
such indebtedness is restricted by the Mortgage Note Indenture and the PIK Note
Indenture and requires the consent of certain of Trump's personal creditors. The
Partnership's ability to develop Trump Plaza East is dependent upon its ability
to use existing cash on hand and generate cash flow from operations sufficient
to fund development costs. No assurance can be given that such cash on hand will
be available to the Partnership for such purposes or that it will be able to
generate sufficient cash flow from operations. In addition, exercise of Trump
Plaza East Purchase Option or the right of first refusal requires the consent of
certain of Trump's personal creditors, and there can be no assurance that such
consent will be obtained at the time the Partnership desires to exercise Trump
Plaza East Purchase Option or such right.
-25-
<PAGE>
The accompanying financial statements do not include any adjustments that may be
necessary should the Partnership be unable to exercise Trump Plaza East Purchase
Option.
-26-
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
-------------------------------------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
-----------
7. TRUMP PLAZA WEST OPTION:
- ----------------------------
In December 1993, Trump entered into an option agreement (the "Original Chemical
Option Agreement") with Chemical Bank ("Chemical") and ACFH Inc. ("ACFH") a
wholly-owned subsidiary of Chemical. The Original Chemical Option Agreement
granted to Trump an option to purchase (i) the Trump Regency Hotel (including
the land, improvements and personal property used in the operation of the hotel)
("Trump Plaza West") and (ii) certain promissory notes made by Trump and/or
certain of his affiliates and payable to Chemical (the "Chemical Notes") which
are secured by certain real estate assets located in New York, unrelated to the
Partnership.
The aggregate purchase price payable for the assets subject to the Original
Chemical Option Agreement was $60 million. Under the terms of the Original
Chemical Option Agreement, $1 million was required to be paid for the option by
January 5, 1994. In addition, the Original Chemical Option Agreement provided
for an expiration of the option on May 8, 1994, subject to an extension until
June 30, 1994 upon payment of an additional $250,000 on or prior to May 8, 1994.
The Original Chemical Option Agreement did not allocate the purchase price among
the assets subject to the option or permit the option to be exercised for some,
but not all of such assets.
In connection with the execution of the Original Chemical Option Agreement,
Trump agreed with the Partnership that, if Trump is able to acquire Trump Plaza
West pursuant to the exercise of the option, he would make Trump Plaza West
available for the sole benefit of the Partnership on a basis consistent with the
Partnership's contractual obligations and requirements. Trump further agreed
that the Partnership would not be required to pay any additional consideration
to Trump in connection with any assignment of the option to purchase Trump Plaza
West. On January 5, 1994, the Partnership obtained the approval of the CCC to
make the $1 million payment, which was made on that date.
On June 16, 1994, Trump, Chemical and ACFH entered into, amended and restated
the Original Chemical Option Agreement, (the "First Amended Chemical Option
Agreement"). The First Amended Chemical Option Agreement provided for an
extension of the expiration of the Option through September 30, 1994, upon
payment of $250,000. Such payment was made on June 27, 1994. The First Amended
Chemical Option Agreement also provided for a $60 million option price for Trump
Plaza West and one of the Chemical Notes. On August 30, 1994, Trump, Chemical
and ACFH entered into an amendment to the First Amended Chemical Option
Agreement (the "Second Amended Chemical Option Agreement"). The Second Amended
Chemical Option Agreement provides for an extension of the expiration of the
option through March 31, 1995 upon the
-27-
<PAGE>
payment of $50,000 a month for the period October through December 1994, and
$150,000 a month for the period January through March 1995. The Partnership
received the approval of the CCC and has made such payments. On March 6, 1995,
Trump, Chemical and ACFH entered into an amendment to the Second Amended
Chemical Option Agreement (the "Third Amended Chemical Option Agreement"). The
Third Amended Chemical Option Agreement provides for an extension of the
expiration of the option through August 31, 1995 upon the payment of $100,000
per month for the period April through August 1995.
-28-
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES, AND
--------------------------------------------------------------
TRUMP PLAZA ASSOCIATES
----------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
-----------
7. TRUMP PLAZA WEST OPTION CONT'D
- ----------------------------------
The Partnership received the approval of the CCC on March 22, 1995 to make such
payment. As a condition to the Third Amended Chemical Option Agreement, Trump
must (i) obtain the approval of the CCC by July 1, 1995 for the transactions
contemplated by the exercise of the option and for the financing to be used in
connection with the acquisition of Trump Plaza West and other assets in
connection with the exercise of the option; and (ii) file the Stock Offering's
Registration Statement with the SEC by April 1, 1995. Under the terms of the
Original Chemical Option Agreement, if the Partnership defaults in making
payment due under the Original Chemical Option Agreement, the Partnership would
be liable to the grantor of the Original Chemical Option Agreement for the sum
of (i) the present value of all remaining payments to be made by the Partnership
pursuant to the Original Chemical Option Agreement during the term thereof and
(ii) the cost of demolition of all improvements then located on Trump Plaza
East.
As of March 31, 1995, $1,950,000, representing option payments, is included in
other assets in the accompanying condensed consolidated balance sheet. If the
option is exercised, $1,850,000 will be available to offset the $60 million
option price.
8. OTHER PAYMENTS TO DONALD J. TRUMP:
- --------------------------------------
During 1994, the Partnership paid to Trump $1,000,000 under a Construction
Management Service Agreement. The payment was made for construction management
services rendered by Trump with respect to Trump Plaza East. This payment was
approved prior to disbursement by the CCC and has been classified in
construction in process in the accompanying condensed consolidated balance
sheets as of March 31, 1995 and December 31, 1994.
During 1994, the Partnership also paid to Trump a commission of approximately
$572,000 for securing a retail lease at Trump Plaza. The commission has been
capitalized and is being amortized to expense over the 10-year term of the
lease.
9. PROPOSED PUBLIC OFFERINGS:
- ------------------------------
Three newly formed entities owned by Trump, Trump Hotels & Casino Resorts, Inc.
("THCR"), Trump Hotels & Casino Resorts Holdings, L.P. ("Trump Holdings") and
Trump Hotels & Casino Resorts Funding, Inc. ("Trump Funding"), filed
registration statements on March 30, 1995, and pre-effective amendments to such
registration statements, for the offering and sale of $150
million in new equity funding and $140 million of Senior Secured Notes (the
"Offerings").
-29-
<PAGE>
In connection with the Offerings, Trump will cause all of his beneficial
interest in the Partnership (consisting of all of the outstanding capital stock
of the Company, a 99% equity interest in Holdings and all of the outstanding
capital stock of Trump Plaza Holding, Inc.) to be contributed to Trump Holdings.
Trump will also cause all of his existing interest and rights to new gaming
activities in both emerging and established gaming jurisdictions to be
contributed to Trump Holdings.
The net proceeds of the Offerings are intended to be used to repurchase or
redeem the PIK Notes and Warrants, finance the expansion of Trump Plaza as well
as to fund casino development costs in certain jurisdictions outside of Atlantic
City.
-30-
<PAGE>
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
RESULTS OF OPERATIONS
---------------------
CAPITAL RESOURCES AND LIQUIDITY
- -------------------------------
The Company was incorporated on March 14, 1986 as a New Jersey corporation, and
was originally formed solely to raise funds through the issuance and sale of its
debt securities for the benefit of the Partnership. On June 25, 1993 the
Company issued and the Partnership guaranteed $330,000,000 of Mortgage Notes
(for net proceeds of $325,687,000) and Holding issued an aggregate of
$60,000,000 of PIK Notes, together with Warrants to acquire an additional
$12,000,000 of PIK Notes at no additional cost. Holding has no other assets or
business other than its 99% equity interest in the Partnership. The Company
owns the remaining 1% interest in the Partnership. In July 1993, the
Partnership received approval from the CCC, subject to certain conditions, for
the expansion of its hotel facilities on Trump Plaza East. The expansion will
enable the Partnership to increase Trump Plaza's casino floor space by 30,000
square feet. Management anticipates that cash from operations, including the
additional revenues anticipated to be provided by the expansion of the casino
floor together with Atlantic City Casino Reinvestment Development Authority
credits, will provide the working capital needed to renovate Trump Plaza East,
although no assurances can be given that cashflow from operations will be
sufficient for such purpose. See "Note 6 to the Condensed Financial Statements
- -- Trump Plaza East."
Cash flow from operating activities is the Partnership's principal source of
liquidity. For the three months ended March 31, 1995, net cash from operating
activities was $12,112,000. The increase of $3,735,000 in net cash provided by
operating activities as compared to the comparable period in 1994 reflects
improved operating results. For the three months ended March 31, 1995, cash and
cash equivalents of $19,125,000 reflects an overall increase of $7,981,000 from
$11,144,000 at December 31, 1994 which is primarily the result of improvements
in cash flows from operating activities.
Capital expenditures of $7,354,000 for the three months ended March 31, 1995
increased approximately $1,189,000, from the comparable period in 1994 and was
primarily attributable to the refurbishing costs associated with Trump Plaza
East. These expenditures were financed from funds generated from operations.
Trump Plaza East, described in Note 6 to the Condensed Financial Statements, may
require additional borrowings.
At March 31, 1995, the Partnership had a combined working capital deficit
totalling approximately $9,910,000, compared to a combined working capital
deficit of $5,950,000 at December 31, 1994.
-31-
<PAGE>
Pursuant to the terms of a Services Agreement (the "Services Agreement") with
Trump Plaza Management Corp. ("TPM"), a corporation beneficially owned by Trump,
in consideration for services provided, the Partnership pays TPM each year an
annual fee of $1,000,000 in equal monthly installments and reimburses TPM on a
monthly basis for all reasonable out-of-pocket expenses incurred by TPM in
performing its obligations under the Services Agreement, up to certain amounts.
Under this Agreement, $285,000 and $268,000 were charged to expense for the
three-month periods ended March 31, 1995 and 1994, respectively. Payments
received under the Services Agreement are currently pledged by TPM to secure
lease payments for a helicopter that TPM makes available to the Partnership.
Pending approval by the lessor of the helicopter, it is currently contemplated
that the stock of TPM will be transferred by Trump to Trump Holdings, which will
in turn assume the lease and related obligations, as well as become entitled to
all amounts payable under the Services Agreement.
The Mortgage Note Indenture and the PIK Note Indenture restrict the ability of
the Partnership to make distributions to its partners, including restrictions
relating to the achievement of certain financial ratios. Subject to the
satisfaction of these restrictions, the Partnership may make distributions to
its partners with respect to their Partnership interests.
The financial information presented below reflects the results of operations of
the Partnership. Since the Company and Holding have no business operations
other than its interest in the Partnership, their results of operations are not
discussed below.
COMPARISON OF THREE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1994
- ---------------------------------------------------------------
OPERATING REVENUES AND EXPENSES
- -------------------------------
Gaming revenues were $65,722,000 for three months ended March 31, 1995, an
increase of $11,565,000 or 21.4% from gaming revenues of $54,157,000 for the
comparable period in 1994. This increase in gaming revenues consisted of an
increase in both table games and slot revenues. While the first quarter of 1994
was adversely affected by unfavorable winter weather, management believes that
the increase in gaming revenues in 1995 is due principally to an increased level
of demand evident in the Atlantic City market generally, as well as to
management's marketing and other initiatives, the introduction of new slot
machines and table games, and the addition of bill acceptors on slot machines.
Slot revenues were $43,304,000 for the three months ended March 31, 1995, an
increase of $9,954,000 or 29.8% from $33,350,000 in 1994.
Table games revenues were $22,418,000 for the three months ended March 31, 1995,
an increase of $1,611,000 or 7.7%, from $20,807,000 in the comparable period
1994. This increase was primarily due to an increase in table games drop (i.e.,
the dollar value of chips purchased) by 2.3% for the three months ended March
31, 1995, from 1994, as well as an increase in the table games hold percentage
to 16.7% (the percentage of table drop retained by the Partnership) for the
three months ended March 31, 1995 from 15.9% in the comparable period in 1994.
-32-
<PAGE>
Other revenues were $15,938,000 for the three months ended March 31, 1995, an
increase of $2,104,000 or 15.2%, from other revenues of $13,834,000 in the
comparable period in 1994. Other revenues include revenues from rooms, food and
beverage and miscellaneous items. The increase primarily reflects increases in
food and beverage revenues attendant to increased levels of gaming activity due
in part to increased promotional activities.
Promotional allowances were $7,557,000 for the three months ended March 31,
1995, an increase of $569,000 or 8.1% from promotional allowances of $6,988,000
in 1994. This increase is primarily attributable to an increase in gaming
activity during the three months ended March 31, 1995.
Gaming costs and expenses were $36,785,000 for the three months ended March 31,
1995, an increase of $5,673,000 or 18.2% from gaming costs and expenses of
$31,112,000 for the comparable period in 1994. This increase is primarily due
to increased promotional and operating expense and taxes associated with
increased levels of gaming revenues from the comparable period in 1994.
General and administrative expenses were $16,750,000 for the three months ended
March 31, 1995, a decrease of $1,753,000 or 9.5% from general and administrative
expenses of $18,503,000 for the comparable period in 1994. This decrease is
primarily the result of cost containment measures.
Income from operations was $10,514,000 for the three months ended March 31,
1995, an increase of $8,101,000 or 335.7% from income from operations of
$2,413,000 for the comparable period in 1994.
Other non-operating expense was $909,000 for the three months ended March 31,
1995, a decrease of $571,000 from non-operating expense of $1,480,000 for the
comparable period in 1994. This decrease is directly attributable to a net
reduction in costs associated with Trump Plaza East. See Note 6 to Condensed
Financial Statements -- Trump Plaza East.
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<PAGE>
PART II - OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS
-----------------
Reference is made to the description of the legal proceedings contained in the
Annual Report on Form 10-K of the Company, Holding and the Partnership for the
year ended December 31, 1994, filed with the Securities and Exchange Commission,
which is hereby incorporated by reference.
The Partnership, its partners, certain members of its former Executive Committee
and certain of its employees are involved in various legal proceedings, some of
which are described below. The Partnership agreed to indemnify such persons and
entities, against any and all losses, claims, damages, expenses (including
reasonable costs, disbursements and counsel fees) and liabilities (including
amounts paid or incurred in satisfaction of settlements, judgments, fines and
penalties) incurred by them in said legal proceedings. Such persons and
entities are vigorously defending the allegations against them and intend to
vigorously contest any future proceedings.
From monies made available to it, the New Jersey Casino Reinvestment Development
Authority (the "CRDA") is required to set aside $100 million for investment in
hotel development projects in Atlantic City undertaken by casino licensees which
result in the construction or rehabilitation of at least 200 hotel rooms by
December 31, 1996. These investments are to fund up to 35% of the cost to casino
licensees of such projects. The Partnership made application for such funding to
the CRDA with respect to its proposed construction and rehabilitation of the
Trump Plaza East hotel rooms and related Boardwalk and second level facilities,
proposed demolition of an existing hotel expansion structure attached thereto
and development of an appurtenant park, roadway and parking area on the site
thereof and proposed acquisition of the entire project site.
The CRDA, in rulings through January 10, 1995, approved the hotel development
project and, with respect to same, reserved to the Partnership the right to take
annual investment tax credits in an amount equal to 27% ($14.1 million) of $52.4
million of eligible estimated project development costs. In October 1994,
following a September 1994 CCC ruling authorizing same, the Partnership advised
the CRDA of its intention to, without affecting either the project development
costs or the tax credits, locate approximately 15,000 square feet of casino
space on the second floor of Trump Plaza East and was advised by the CRDA that
its proposed use of such space would not affect the approval of the hotel
development project.
As part of its approval and on the basis of its powers of eminent domain, the
CRDA, during 1994, initiated five condemnation proceedings in the Superior Court
of New Jersey, Atlantic County, to acquire for the benefit of the Partnership
certain small parcels of land within the project site. The defendants in three
of those matters, with respect to parcels which impact only the park and parking
areas, Casino Reinvestment Development Authority v. Banin, et al., Docket No.
ATL-L-2676-94, Casino Reinvestment Development Authority v. Sabatini, et al.,
Docket No. ATL-L-2976-94, and Casino Reinvestment Development Authority v.
Coking, et al., Docket No. ATL-L-2974-94, asserted numerous defenses to the
condemnation complaints and filed counterclaims against the CRDA and third-party
complaints against the Partnership alleging, inter alia, an improper exercise of
the CRDA power for private purposes and conspiracy between the CRDA and the
Partnership. After the filing of briefs and a hearing, a New Jersey Superior
Court Judge issued an opinion that the Trump Plaza East acquisition and
renovation was not eligible for CRDA funding and, as a result, the CRDA could
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<PAGE>
not exercise its power of eminent domain because the project included casino
floor space. The court, by order dated April 18, 1995, dismissed the
condemnation complaints with prejudice. On April 17, the same Judge dismissed
the counterclaims and third-party complaints without prejudice. Notices of
appeal were filed with the New Jersey Superior Court, Appellate Division on
April 21, 1995 by the CRDA and on April 24, 1995 by the Partnership. On May 1,
1995, the Casino Association of New Jersey on behalf of its members, 11 of the
12 Atlantic City casino hotels, filed a motion to intervene or, in the
alternative, for leave to appear as an amicus curiae.
The completion of the planned renovations of Trump Plaza East is not dependent
upon the utilization of such CRDA funding or upon the CRDA's acquisition of the
real estate subject to the condemnation proceedings. The Partnership intends to
pursue this appeal vigorously and believes it will be successful, based in part
on the March 29, 1995 opinion of the New Jersey Office of Legislative Services
("OLS"), which serves as legal counsel to the New Jersey State Legislature, that
N.J.S.A. 5:12-173.8 empowered the CRDA to approve and fund projects such as
Trump Plaza East and, in part, on the fact that Section 173.8 expressly exempts
hotel development projects from the statutory limitation with respect to any
CRDA investment or project which directly and exclusively benefits the casino
hotel or related facility.
In a related matter, Vera Coking et al. v. Atlantic City Planning Board and
Trump Plaza Associates, Docket No. ATL-L-339-94, the Atlantic City Planning
Board's approval of the Trump Plaza East renovation was challenged on various
grounds. In July 1994, a New Jersey Superior Court Judge upheld the Atlantic
City Planning Board approvals with respect to the hotel renovation component of
Trump Plaza East and the new roadway but invalidated the approval of the valet
parking lot and the public park because the Partnership lacked site control with
respect to the small parcel of land the CRDA sought to condemn. Plaintiff
appealed the court's decision upholding the approval of the hotel renovation and
new roadway and the Partnership cross-appealed the court's decision invalidating
the approval of the public park and valet parking area. The appeals are pending
in the Superior Court of New Jersey, Appellate Division, Docket No. A-1511-94-
T1. The Partnership believes that the public park and valet parking area can
receive land-use approval by deletion of the small parcel .
ITEM 2 -- CHANGES IN SECURITIES
---------------------
In connection with the initial public offering (the "Stock Offering") of the
Common Stock of THCR, written notice (the "PIK Note Redemption Notice") was
given on April 26, 1995, to the First Bank National Association, as trustee (the
"PIK Note Trustee") of the PIK Note Indenture indicating that, subject to
certain conditions, the PIK Notes have been called for redemption on June 9,
1995 or such later date on or prior to June 15, 1995 that such conditions have
been met (the "Redemption Date"). The redemption of the PIK Notes is expressly
conditioned on the consummation of the Stock Offering, 35% of the net proceeds
of which will be used to redeem all or such lesser portion of then outstanding
PIK Notes. In the event that the Stock Offering is not consummated, Holding is
under no obligation to redeem the PIK Notes and all PIK notes theretofore
surrendered to the Paying Agent (as defined in the PIK Note Indenture) will
promptly be returned to the holders thereof.
-35-
<PAGE>
As a result of the triggering event caused by the proposed redemption of PIK
Notes, each Warrant became exercisable as of April 26, 1995 and any Warrant not
exercised prior to 5:00 p.m., New York City time, on June 8, 1995, shall
automatically become null and void and all rights in respect thereof shall
cease as of such time. Notice of the triggering event, together with the PIK
Note Redemption Notice, was mailed to each registered holder of Warrants on
April 26, 1995.
Holding has also been granted a right by a group of related holders of PIK Notes
(the "Grantors") to purchase up to $40 million in an aggregate principal amount
of their PIK Notes (the "Subject PIK Notes") at a cash purchase price (the
"Purchase Price") of 95% of (i) the principal amount thereof and (ii) any
accrued and unpaid interest thereon through the purchase date. The repurchase
right is exercisable by Holding or its designee at any time from and after April
13, 1995 and until June 14, 1995 (the "Right Termination Date"). In the event
that the repurchase right is not exercised on or prior to the Right Termination
Date, it shall terminate and be of no further force and effect and Holding shall
pay or cause an affiliate to pay to the Grantors a fee in the amount of 1% of
the aggregate principal amount of the Subject PIK Notes (the "Fee") not later
than the fifth business day following the Right Termination Date. The Fee is
also payable in the event that Holding timely exercises the repurchase right and
subsequently revokes such exercise or otherwise fails to pay the Purchase Price
to the Grantors. It is anticipated that, upon repurchase of the Subject PIK
Notes and redemption of the remaining PIK Notes called for redemption pursuant
to the PIK Note Redemption Notice, no PIK Notes or Warrants will remain
outstanding.
ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES
-------------------------------
None
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
ITEM 5 -- OTHER INFORMATION
-----------------
Trump Oceanview, Inc., a corporation wholly owned by Trump ("Oceanview"), has
entered into an agreement (the "Acquisition Agreement") with The New Jersey
Sports and Exposition Authority ("NJSEA") to acquire, subject to the
satisfaction of certain conditions, certain easement rights relating to portions
of the East Hall of the Atlantic City Convention Center to be used as the
pedestrian walkway connecting the casino in the existing facility of Trump Plaza
and Trump Plaza West. Oceanview has assigned all of its rights and obligations
under the Acquisition Agreement to the Partnership. The easement agreement to be
executed at the closing of the acquisition rights will grant the Partnership an
exclusive easement over, in and through the portions of the Convention Center to
be used as the pedestrian walkway. The easement is for a 25-year term and may be
renewed at the option of the Partnership for one additional 25-year period. In
consideration of the granting of the easement, the Partnership must pay to NJSEA
the sum of $2,000,000 annually, such annual payment to be adjusted every five
years to reflect changes in the consumer price index. The Partnership will have
the right to terminate the easement agreement at any time upon six months'
notice to NJSEA in consideration of a termination payment of $1,000,000. In the
event that the closing does not occur on or before August 27, 1995, NJSEA may
terminate the Acquisition Agreement; provided, however, that the Partnership may
extend the date of closing for up to six consecutive months by paying to NJSEA a
payment of approximately $170,000 for each monthly extension.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------
a. Exhibits:
-----------
Exhibit No. Description of Exhibit
----------- ----------------------
4.20 Form of Notice to Holders of PIK Notes.
4.21 Form of Notice to Holders of PIK Notes
Warrants (with exhibit).
4.22 Form of PIK Note repurchase agreement.
10.50 Acquisition Agreement, dated April 27, 1995,
between Oceanview and NJSEA
27.1 Financial Data Schedule ("FDS") for the
Company for the three month period ended
March 31, 1995
27.2 FDS for Holding for the three month period
ended March 31, 1995
27.3 FDS for the Partnership for the three month
period ended March 31, 1995
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<PAGE>
b. Current Reports on Form 8-K:
------------------------------
On April 6, 1995, the Company, Holding and the Partnership filed a Current
Report on Form 8-K describing in Item 5 thereto the filing, on March 30, 1995,
of a Registration Statement on Form S-1 by THCR in connection with the Stock
Offering and a Registration Statement on Form S-1 by Trump Holdings and Trump
Funding in connection with the offering of Senior Secured Notes of Trump
Holdings and Trump Funding. No financial statements were filed with the
Form 8-K.
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP PLAZA FUNDING, INC.
(Registrant)
Dated: May 11, 1995 By: /s/ Francis X. McCarthy, Jr.
----------------------------
Francis X. McCarthy, Jr.
Vice President, Chief Financial
Officer and Principal Accounting
Officer
(Duly Authorized Officer and
Chief Accounting Officer)
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP PLAZA HOLDING ASSOCIATES
(Registrant)
Dated: May 11, 1995 By: /s/ Francis X. McCarthy, Jr.
----------------------------
Francis X. McCarthy, Jr.
Chief Financial and Accounting
Officer
(Duly Authorized Officer and
Chief Accounting Officer)
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP PLAZA ASSOCIATES
(Registrant)
Dated: May 11, 1995 By: /s/ Francis X. McCarthy, Jr.
----------------------------
Francis X. McCarthy, Jr.
Chief Financial and Accounting
Officer
(Duly Authorized Officer and
Chief Accounting Officer)
-40-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION> Sequentially
Numbered
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
<S> <C> <C>
4.20 Form of Notice to Holders of PIK Notes. 42
4.21 Form of Notice to Holders of PIK Notes 44
Warrants (with exhibit).
4.22 Form of PIK Note repurchase agreement. 49
10.50 Acquisition Agreement between Oceanview 55
and NJSEA.
27.1 Financial Data Schedule ("FDS") for the 119
Company for the three month period ended
March 31, 1995.
27.2 FDS for Holding for the three month period ended 120
March 31, 1995.
27.3 FDS for the Partnership for the three month period 121
ended March 31, 1995.
</TABLE>
-41-
<PAGE>
Exhibit 4.20
------------
Notice to Holders of Trump Plaza Holding Associates
12-1/2% Pay-In-Kind Notes due 2003
Notice is hereby given to the holders of Trump Plaza Holding Associates
12-1/2% Pay-In-Kind Notes, due 2003, CUSIP number 89817EAB1 (the "Notes"), that:
(1) pursuant to Section 1110 of the Indenture, dated as of June 24, 1993
(the "Indenture"), between Trump Plaza Holding Associates, as issuer and
First Bank National Association, as trustee (the "Trustee"), and subject to
the conditions set forth in paragraph (5) of this Notice, the Notes are
hereby called for redemption on June 9, 1995 or such later date on or prior
to June 15, 1995 that the conditions set forth in paragraph (5) of this
Notice shall have been met (the "Redemption Date") and shall be surrendered
for payment of the Redemption Price (as defined below) at First Bank
National Association, 180 East Fifth Street, St. Paul, MN 55101, Attention:
Corporate Trust Department;
(2) on or prior to the Redemption Date and subject to the conditions set
forth in paragraph (5) of this Notice, there shall be deposited with the
Trustee, as paying agent for the Notes (the "Paying Agent"), certain moneys
in same day funds all or a portion of which, in accordance with the
provisions of the Indenture, will provide funds sufficient (a) to pay 100%
of the principal amount of the Notes outstanding on the Redemption Date (the
"Redemption Price") and (b) to make payment of the interest accrued and
unpaid on such Notes through the Redemption Date;
(3) the Paying Agent will provide from the moneys described in clause (2)
above on the Redemption Date for the payment of the Redemption Price
together with accrued and unpaid interest on the Notes outstanding on the
Redemption Date;
(4) the Notes called for redemption must be surrendered to the Paying Agent
to collect the Redemption Price, and subject to the conditions set forth in
paragraph (5) of this Notice, on the Redemption Date (a) the Redemption
Price will become due and payable on each of such Notes and (b) unless Trump
Plaza Holding Associates shall default in the payment of the Redemption
Price, interest thereon shall cease to accrue on and after said date; and
(5) the redemption of the Notes set forth above is pursuant to Section 1110
of the Indenture. Section 1110 provides that in the case of an Equity
Offering (as defined in the Indenture), Trump Plaza Holding Associates shall
(or shall cause an affiliate to) use 35% of the net proceeds of such Equity
Offering to redeem the Notes, if on or prior to June 15, 1995, at 100% of
the principal amount thereof, together with
-42-
<PAGE>
accrued and unpaid interest through the Redemption Date. Proceeds from an
equity offering of Trump Hotels & Casino Resorts, Inc., an affiliate of
Trump Plaza Holding Associates (the "THCR Equity Offering"), will be used to
redeem the Notes as set forth in this Notice; provided, that in the event
--------
that 35% of the net proceeds of the THCR Equity Offering is not sufficient
to redeem all Notes outstanding on the Redemption Date, the particular Notes
or portions thereof to be redeemed shall be selected pursuant to Section
1104 of the Indenture, and provided, further, that in the case of a Note
-------- -------
redeemed in part, a new Note or Notes will be issued following the
Redemption Date in the aggregate principal amount equal to the unredeemed
portion thereof. The redemption of the Notes is expressly conditioned on the
consummation of the THCR Equity Offering. Trump Hotels & Casino Resorts,
Inc. is under no obligation to consummate the THCR Equity Offering and Trump
Plaza Holding Associates is under no obligation to cause Trump Hotels &
Casino Resorts, Inc. to consummate the THCR Equity Offering. In the event
that the THCR Equity Offering is not consummated, Trump Plaza Holding
Associates shall be under no obligation to redeem the Notes and all Notes
surrendered to the Paying Agent shall promptly be returned to the holders
thereof.
Dated this 26th day of April, 1995
TRUMP PLAZA HOLDING ASSOCIATES
By: First Bank National Association,
as Trustee
-43-
<PAGE>
Exhibit 4.21
------------
Notice to Holders of Warrants to Acquire
$1,000 Principal Amount of
Trump Plaza Holding Associates
12-1/2% Pay-In-Kind Notes due 2003
Notice is hereby given to the holders of the outstanding warrants (the
"Warrants") to acquire $1,000 principal amount of Trump Plaza Holding Associates
12-1/2% Pay-In-Kind Notes, due 2003, CUSIP number 89817EAB1 (the "Notes"), that:
(1) pursuant to Section 6 of the Warrant Agreement, dated as of June 24,
1993 (the "Warrant Agreement"), between Trump Plaza Holding Associates, as
issuer and First Bank National Association, as warrant agent (the "Warrant
Agent"), and as a result of the Triggering Event (defined below), each
Warrant has become exercisable as of April 26, 1995 (the "Exercise Date"),
and may be exercised, in the manner set forth in Section 6 of the Warrant
Agreement, upon surrender of the certificate or certificates evidencing the
Warrants to be exercised with the form of election to purchase on the
reverse thereof duly filled in and signed, which signature shall be
guaranteed by a bank or trust company having an office or correspondent in
the United States or a broker or dealer which is a member of a registered
securities exchange or the National Association of Securities Dealers, Inc.,
for the principal amount of Notes in respect of which such Warrants are then
exercised to Trump Plaza Holding Associates at First Bank National
Association, First Trust Center, 180 East Fifth Street, St. Paul, MN 55101,
Attention: Corporate Trust Department;
(2) any Warrant not exercised prior to 5:00 p.m., New York City time, on
June 8, 1995, shall automatically and without any further action by Trump
Plaza Holding Associates, the Warrant Agent or the holders thereof become
null and void and all rights thereunder and all rights in respect thereof
under the Warrant Agreement shall cease as of such time, as provided in
Section 6 of the Warrant Agreement;
(3) the Triggering Event precipitating the Exercise Date and the right to
exercise the Warrants as set forth above is the giving of notice, attached
hereto as Exhibit A, by Trump Plaza Holding Associates to First Bank
National Association, as trustee (the "Trustee") of the proposed redemption,
pursuant to Section 1110 of the Indenture, dated as of June 24, 1993 (the
"Indenture"), between Trump Plaza Holding Associates, as issuer and the
Trustee, of the outstanding Notes. The proposed redemption of
-44-
<PAGE>
the outstanding Notes described in this paragraph (3) is subject to the
conditions set forth in paragraph (5) of the notice attached hereto as
Exhibit A; and
-45-
<PAGE>
(4) the notice attached hereto as Exhibit A constitutes notice pursuant to
Article 11 of the Indenture of the proposed redemption of Notes issued upon
exercise of each Warrant.
Dated this 26th day of April, 1995
TRUMP PLAZA HOLDING ASSOCIATES
By: First Bank National Association,
as Warrant Agent
-46-
<PAGE>
EXHIBIT A
---------
Notice to Holders of Trump Plaza Holding Associates
12-1/2% Pay-In-Kind Notes due 2003
Notice is hereby given to the holders of Trump Plaza Holding Associates
12-1/2% Pay-In-Kind Notes, due 2003, CUSIP number 89817EAB1 (the "Notes"), that:
(1) pursuant to Section 1110 of the Indenture, dated as of June 24, 1993
(the "Indenture"), between Trump Plaza Holding Associates, as issuer and
First Bank National Association, as trustee (the "Trustee"), and subject to
the conditions set forth in paragraph (5) of this Notice, the Notes are
hereby called for redemption on June 9, 1995 or such later date on or prior
to June 15, 1995 that the conditions set forth in paragraph (5) of this
Notice shall have been met (the "Redemption Date") and shall be surrendered
for payment of the Redemption Price (as defined below) at First Bank
National Association, 180 East Fifth Street, St. Paul, MN 55101, Attention:
Corporate Trust Department;
(2) on or prior to the Redemption Date and subject to the conditions set
forth in paragraph (5) of this Notice, there shall be deposited with the
Trustee, as paying agent for the Notes (the "Paying Agent"), certain moneys
in same day funds all or a portion of which, in accordance with the
provisions of the Indenture, will provide funds sufficient (a) to pay 100%
of the principal amount of the Notes outstanding on the Redemption Date (the
"Redemption Price") and (b) to make payment of the interest accrued and
unpaid on such Notes through the Redemption Date;
(3) the Paying Agent will provide from the moneys described in clause (2)
above on the Redemption Date for the payment of the Redemption Price
together with accrued and unpaid interest on the Notes outstanding on the
Redemption Date;
(4) the Notes called for redemption must be surrendered to the Paying Agent
to collect the Redemption Price, and subject to the conditions set forth in
paragraph (5) of this Notice, on the Redemption Date (a) the Redemption
Price will become due and payable on each of such Notes and (b) unless Trump
Plaza Holding Associates shall default in the payment of the Redemption
Price, interest thereon shall cease to accrue on and after said date; and
(5) the redemption of the Notes set forth above is pursuant to Section 1110
of the Indenture. Section 1110 provides that in
-47-
<PAGE>
the case of an Equity Offering (as defined in the Indenture), Trump Plaza
Holding Associates shall (or shall cause an affiliate to) use 35% of the net
proceeds of such Equity Offering to redeem the Notes, if on or prior to June
15, 1995, at 100% of the principal amount thereof, together with accrued and
unpaid interest through the Redemption Date. Proceeds from an equity
offering of Trump H otels & Casino Resorts, Inc., an affiliate of Trump
Plaza Holding Associates (the "THCR Equity Offering"), will be used to
redeem the Notes as set forth in this Notice; provided, that in the event
--------
that 35% of the net proceeds of the THCR Equity Offering is not sufficient
to redeem all Notes outstanding on the Redemption Date, the particular Notes
or portions thereof to be redeemed shall be selected pursuant to Section
1104 of the Indenture, and provided, further, that in the case of a Note
-------- -------
redeemed in part, a new Note or Notes will be issued following the
Redemption Date in the aggregate principal amount equal to the unredeemed
portion thereof. The redemption of the Notes is expressly conditioned on the
consummation of the THCR Equity Offering. Trump Hotels & Casino Resorts,
Inc. is under no obligation to consummate the THCR Equity Offering and Trump
Plaza Holding Associates is under no obligation to cause Trump Hotels &
Casino Resorts, Inc. to consummate the THCR Equity Offering. In the event
that the THCR Equity Offering is not consummated, Trump Plaza Holding
Associates shall be under no obligation to redeem the Notes and all Notes
surrendered to the Paying Agent shall promptly be returned to the holders
thereof.
Dated this 26th day of April, 1995
TRUMP PLAZA HOLDING ASSOCIATES
By: First Bank National Association,
as Trustee
-48-
<PAGE>
Exhibit 4.22
------------
AGREEMENT
This Agreement ("Agreement") is made and entered into this 13th day of
April, 1995 by and between Trump Plaza Holding Associates, a New Jersey general
partnership ("Plaza Associates"), and ______________.
Whereas, the _______ owns an aggregate principal amount of Plaza
Associates' 12 1/2% Pay-in-Kind Notes due 2003 (the "PIK Notes") greater than or
equal to the amount set forth on Schedule A hereto (the "Subject Principal
Amount").
Whereas, Plaza Associates desires to obtain the right to purchase from
the ___________ a principal amount of PIK Notes up to the Subject Principal
Amount, and the ___________ desires to grant to Plaza Associates such right,
upon the terms and subject to the conditions herein set forth.
Whereas, concurrently herewith, Plaza Associates has entered into
agreements (together with this Agreement, the "Agreements") with certain other
investment companies advised by the same investment advisor as the ___________
pursuant to which it has been granted the right to purchase up to an aggregate
of $40,000,000 principal amount of PIK Notes (including the PIK Notes owned by
the ______ that are the subject of this Agreement).
In consideration of the foregoing and the covenants, agreements and
warranties herein contained, the parties hereto agree as follows:
1. The ________ hereby grants to Plaza Associates the right (the
"Right") to purchase from the _______ PIK Notes in an aggregate principal amount
of up to the Subject Principal Amount at the cash purchase price (the "Purchase
Price") of 95% of: (x) the principal amount thereof; and (y) any accrued and
unpaid interest thereon through the Settlement Date (as hereinafter defined).
The parties hereto understand and agree that the purchase of the PIK Notes for
cash as contemplated herein is intended to be effected with a portion of the
proceeds of the offerings (the "Offerings") planned by Trump Hotels & Casino
Resorts, Inc., Trump Hotels & Casino Resorts Holdings, L.P. and Trump Hotels and
Casino Resorts Funding, Inc. Registration Statements on Form S-1 have been filed
with the Securities and Exchange Commission relating to the Offerings.
-49-
<PAGE>
2. The Right shall be exercisable by Plaza Associates, or its designee,
at any time from and after the date hereof and until June 14, 1995 (the "Right
Termination Date"). In the event Plaza Associates determines to exercise the
Right, it shall give written notice of such exercise (the "Notice") to the _____
on or prior to the Right Termination Date. The Notice shall set forth the date
on which the purchase of the PIK Notes will be consummated, which date will not
be less than two business days following the date of the Notice and not later
than June 30, 1995 (such date being hereinafter referred to as the "Settlement
Date"), the principal amount of PIK Notes to be purchased and such information
as may be necessary to enable the _______ to deliver the PIK Notes to Plaza
Associates, or its designee, on the Settlement Date through the facilities of
the Depository Trust Company ("DTC"). The Notice, to be effective, shall be
given to the ________ by hand delivery or by facsimile transmission, with
confirmation, in accordance with the notice instructions set forth on Schedule A
hereto. Payment of the Purchase Price shall be made on the Settlement Date
through the facilities of DTC in accordance with the payment instructions set
forth on Schedule A hereto. The PIK Notes purchased pursuant to the exercise of
the Right shall cease to be Outstanding (as such term is defined in the
Indenture, dated June 24, 1993 (the "Indenture"), governing the PIK Notes)
effective upon the date of the Notice, provided that payment of the Purchase
Price to the ________ is made by Plaza Associates or its designee in accordance
with this Paragraph 2. Plaza Associates shall be responsible for the payment of
any documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in connection with the grant of the Right hereunder
or the purchase and sale of PIK Notes upon exercise thereof.
3. In the event the Right is not exercised on or prior to the Right
Termination Date: (i) such Right shall terminate and be of no further force and
effect and (ii) Plaza Associates shall pay, or cause an affiliate to pay, to the
_________ a fee (the "Fee") in the amount set forth on Schedule A hereto, not
later than the fifth business day following the Right Termination Date. In the
event that Plaza Associates exercises the Right with respect to less than the
entire Subject Principal Amount of PIK Notes, Plaza Associates shall pay to the
__________ on the Settlement Date (in addition to the Purchase Price), a
percentage of the Fee equal to the percentage of the Subject Principal Amount of
PIK Notes not being purchased hereunder. In the event that Plaza Associates
timely exercises the Right and subsequently revokes such exercise or otherwise
fails to pay the Purchase Price to the __________ on the Settlement Date, then
the Fee shall be payable to the ________ by Plaza Associates, or an affiliate,
no later than the fifth business day following the Settlement Date designated in
the Notice. The Fee, or portion thereof, required to be paid pursuant to this
Paragraph 3 shall be
-50-
<PAGE>
paid by wire transfer to the account of the _____ set forth on Schedule A
hereto.
4. Anything herein to the contrary notwithstanding, in the event that
Plaza Associates desires to exercise the Right with respect to less than the
entire Purchase Amount of PIK Notes, the maximum principal amount of PIK Notes
that Plaza Associates shall be permitted to purchase from the ______ hereunder
shall be the total principal amount of PIK Notes that Plaza Associates proposes
to purchase under all of the Agreements multiplied by a fraction the numerator
of which shall be the Subject Principal Amount and the denominator of which
shall be $40,000,000.
5. In consideration of the grant of the Right by the ________, Plaza
Associates agrees that, following the purchase of PIK Notes pursuant to the
exercise of the Right, Plaza Associates or its designee will redeem all
outstanding PIK Notes and/or Warrants to purchase PIK Notes (together with
accrued and unpaid interest through the date of redemption) for cash at par (or,
if the Indenture requires that such PIK Notes be redeemed at a redemption price
higher than par, then at the redemption price specified in such Indenture) with
a portion of the proceeds of the Offerings. Such redemption will be effected not
later than the date specified, and otherwise in accordance with the applicable
provisions set forth, in the Indenture.
6. Each party agrees that, prior to the Settlement Date, it will not,
without obtaining the prior written consent of the other party, disclose to any
third party: (i) that this Agreement has been entered into; or (ii) any of the
terms, conditions or other facts relating to the transactions contemplated
hereby. Notwithstanding the foregoing, each party may disclose the information
described in clauses (i) and (ii) of the immediately preceding sentence: (x) to
its officers, employees, counsel and other representatives who need to know such
information; (y) if and to the extent required by applicable law, provided that
in no event shall such required disclosure specifically identify the _______
(either by name of by virtue of its investment advisory relationship with
________________) as the grantor of the Right; or (z) in connection with the
enforcement of its rights under this Agreement.
7. This Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of New York. This Agreement may
be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. This Agreement
sets forth the entire agreement and understanding of the parties hereto in
respect of the PIK Notes and/or Warrants held by the __________ and all right,
title and interest therein and supersedes all prior
-51-
<PAGE>
agreements, arrangements and understandings relating to the subject matter
hereof. Nothing contained in this Agreement shall constitute a proposed
redemption or repurchase of, or an offer to purchase or acquire, the PIK Notes
and/or Warrants held by the ______________ until the Offerings shall have been
consummated and Notice with respect to the exercise of the Right shall have been
delivered to the __________. Neither party shall assign this Agreement or its
rights or obligations hereunder without the prior written consent of the other,
it being understood that neither the exercise of the Right by a designee of
Plaza Associates (as contemplated by Paragraph 2 hereof), the payment of the Fee
by an affiliate of Plaza Associates (as contemplated by Paragraph 3 hereof) nor
the redemption of PIK Notes by a designee of Plaza Associates (as contemplated
by Paragraph 5 hereof) shall constitute an assignment of this Agreement by Plaza
Associates and shall not release Plaza Associates from its obligations
hereunder. This Agreement is made solely for the benefit of the _____________
and Plaza Associates and their respective successors and permitted assigns and
no other person shall acquire or have any rights under or by virtue of this
Agreement.
- 52 -
<PAGE>
The _____________ and Plaza Associates have each caused this Agreement
to be entered into and signed, effective and delivered as of the date and year
first-above written.
TRUMP PLAZA HOLDING ASSOCIATES
By: Trump Plaza Holding, Inc.,
its Managing General Partner
By:________________________________
Name:
Title:
- 53 -
<PAGE>
SCHEDULE A
6
-54-
<PAGE>
Exhibit 10.50
-------------
ACQUISITION AGREEMENT
THIS AGREEMENT, made this 27th day of April, 1995 between and among THE
NEW JERSEY SPORTS AND EXPOSITION AUTHORITY ("NJSEA"), a body politic and
corporate established in, but not of, the Department of Community Affairs of the
State of New Jersey under and pursuant to N.J.S.A. 5:10-1 et seq., having an
-- ----
office at The Meadowlands Complex, P.O. Box C200, East Rutherford, New Jersey
07073, and TRUMP OCEANVIEW, INC. ("Trump"), a New Jersey corporation, having an
office c/o The Trump Organization, 725 Fifth Avenue, New York, New York 10022.
WITNESSETH:
WHEREAS, the Atlantic County Improvement Authority ("ACIA") is the fee
owner of certain real property and the improvements thereon commonly known as
the East Hall of the Atlantic City Convention Center, which property is
designated as Lot 18 in Block 42 on the Official Tax Maps of the City of
Atlantic City and is more particularly described on Exhibit A attached hereto
and made a part hereof (the "East Hall"), and the ACIA is the former fee owner
of certain real property and the improvements thereon commonly known as the West
Hall of the Atlantic City Convention Center, which property is designated as Lot
156 in Block 43 on the Official Tax Maps of the City of Atlantic City (the "West
Hall"; and together with the East Hall, the "Convention Center"); and
WHEREAS, the NJSEA and the ACIA entered into a certain Agreement of Lease
dated October 16, 1992 (the "Lease") pursuant to which the ACIA, as landlord,
let to the NJSEA, as tenant, the Convention Center, which lease was recorded in
the Office of the Atlantic County Clerk's Office in Deed Book 5431, at Page 23
et seq., on November 12, 1992; and
- -- ----
WHEREAS, subsequent to the date of the Lease, the NJSEA acquired fee
title to the West Hall pursuant to that certain Deed
-55-
<PAGE>
from the ACIA dated February 17, 1994 and recorded in the Office of the Atlantic
County Clerk's Office in Deed Book 5615, at Page 46 et seq., on March 1, 1994;
-- ----
and
WHEREAS, Trump Plaza Hotel & Casino ("Trump Plaza") is located directly
east of the Convention Center across Mississippi Avenue and is connected to the
East Hall by an existing elevated walkway over Mississippi Avenue (the "Plaza
Skyway"); and
WHEREAS, Trump Regency ("Trump Regency") is located directly west of the
Convention Center across the now vacated Georgia Avenue and is connected to the
East Hall by an existing elevated walkway over Georgia Avenue (the "Regency
Skyway"); and
WHEREAS, pursuant to that certain Amended and Restated Option Agreement
dated as of June 16, 1994, as the same may be amended from time to time (the
"Option Agreement") among ACFH, Inc., Chemical Bank and Donald J. Trump, Donald
J. Trump has a valid option to acquire Trump Regency from ACFH, Inc., the record
owner of Trump Regency, for the period through August 31, 1995 in accordance
with the terms thereof; and
WHEREAS, the Convention Center underwent a major restoration and
rehabilitation between 1983 and 1985, but such restoration and rehabilitation
did not reach certain areas of the Convention Center; and
WHEREAS, the parties desire to provide for the improvement and
refurbishment of the Plaza Skyway, the Regency Skyway and certain portions of
the East Hall, including the loggia, and the use of the Plaza Skyway, the
Regency Skyway and such portions of the East Hall as a connection between and in
conjunction with Trump Plaza and Trump Regency on the terms and conditions
contained herein.
NOW, THEREFORE, in consideration of the premises, the sum of Ten ($10.00)
Dollars in hand well and truly paid, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
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<PAGE>
1. Grant of Easement. Subject to the terms and conditions contained
herein, the NJSEA has agreed to convey to Trump and Trump has agreed to acquire
from the NJSEA easements with respect to certain portions of the East Hall, as
more particularly described in and governed by agreements as to easements in the
form of Exhibits B-1 (the "Easement Agreement") and B-2 (the "Skyway Easement")
attached hereto and made a part hereof.
2. Consideration. In consideration of and pursuant to the Easement
Agreement, Trump shall pay to the NJSEA the sum of Two Million ($2,000,000.00)
Dollars annually (the "Annual Payment") throughout the term of the Easement
Agreement. The Annual Payment shall be paid in advance commencing at Closing (as
defined herein) and on each anniversary thereof throughout the term. Commencing
on the fifth (5th) anniversary of Closing and thereafter on the tenth (10th),
fifteenth (15th), twentieth (20th), twenty-fifth (25th), thirtieth (30th),
thirty-fifth (35th), fortieth (40th) and forty-fifth (45th) anniversaries of
Closing, the Annual Payment shall be adjusted for the balance of the then
current term to reflect changes in the Consumer Price Index (the "CPI") as
follows: the Annual Payment shall be multiplied by a fraction, the numerator of
which shall be the CPI for the month immediately preceding the month in which
said adjustment is to be made, and the denominator of which shall be the CPI for
the month immediately preceding the Closing. For the purpose of the preceding
sentence, the CPI shall be that figure published by the United States Department
of Labor, Bureau of Labor Statistics, for New York/Northeastern New Jersey
(1982-84 = 100), or any successor index thereto. The Annual Payment shall be
calculated as set forth above and the resulting figure shall be used as the
Annual Payment figure for purposes of calculating the next adjustment to the
Annual Payment. Notwithstanding the foregoing, the Annual Payment shall in no
event be less than Two Million ($2,000,000.00) Dollars.
3. Deposit and Payment. The NJSEA acknowledges and agrees that Trump
has paid a deposit in the amount of Fifty Thousand ($50,000.00) Dollars (the
"Deposit") which is being held in escrow by Courter, Kobert, Laufer, Purcell &
Cohen, counsel to
-57-
<PAGE>
the NJSEA. Upon execution of this Agreement, Trump shall pay to the NJSEA the
additional sum of One Hundred Thousand ($100,000.00) Dollars (together with the
Deposit, the "Payment") by wire transfer or certified check, and Courter,
Kobert, Laufer, Purcell & Cohen shall release the Deposit to the NJSEA, together
with accrued interest thereon.
4. Preliminary Plans and Specifications. Identified on Exhibit C
hereto are preliminary plans and specifications for certain of the improvements
to be made by Trump pursuant to the Easement Agreement. Trump shall have the
right to modify such plans and specifications, provided such modifications shall
be approved by the NJSEA, which approval shall not be unreasonably withheld or
delayed. Prior to and during construction of the improvements, all change
orders submitted by Trump to the construction manager shall simultaneously be
submitted to the NJSEA. Trump shall be obligated, at Trump's sole cost and
expense, to obtain all permits and approvals required in connection with all
such improvements, including approvals from the Historic Preservation Office of
the New Jersey Department of Environmental Protection and Energy and the New
Jersey Department of Community Affairs, and shall provide to the NJSEA copies of
all applications made by Trump for such permits and approvals. All plans and
specifications shall be subject to modification as required by any federal,
state or local agencies having jurisdiction over such improvements.
5. Closing. The closing of the transactions contemplated by this
Agreement ("Closing") shall take place on such date as shall be specified in a
notice of closing provided by Trump to the NJSEA (the "Closing Notice"), which
date shall be within thirty (30) days of the Closing Notice. At Closing, each
of the parties and the ACIA shall execute and deliver the Easement Agreement and
Skyway Easement; the ACIA and the NJSEA shall execute and deliver Affidavits of
Title in form acceptable to Trump and/or Trump's title insurer; the NJSEA's
counsel shall render to Trump a legal opinion in form reasonably satisfactory to
Trump with regard to the matters set forth in Paragraph 8.A (ii) through (vii)
herein; Trump's counsel shall render to the NJSEA a legal opinion in form
reasonably satisfactory to the
-58-
<PAGE>
NJSEA with regard to the matters set forth in Paragraph 8.B (i) through (iv)
herein; and each party shall execute and deliver such other closing documents
and certificates as are otherwise required elsewhere hereunder or as may
reasonably be requested by the other party. Title to the property interests
conveyed pursuant to the Easement Agreement and Skyway Easement shall be free
and clear of all liens and encumbrances, subject only to those matters set forth
on Exhibit D attached hereto and made a part hereof, and shall be insurable by a
reputable title insurance company authorized to do business in the State of New
Jersey for the reasonable value thereof at standard rates without material
exception.
6. Right of Termination by Trump. In consideration of the Payment and,
to the extent paid pursuant to Paragraph 7 below, the Extension Payments (as
hereinafter defined), Trump shall have the right, exercisable in Trump's sole
discretion, to terminate this Agreement either by providing notice of
termination to the NJSEA or electing not to provide the Closing Notice prior to
termination by the NJSEA pursuant to Paragraph 7 herein. Upon such termination
of this Agreement by Trump, the Payment and, to the extent previously paid, the
Extension Payments, shall be retained by the NJSEA and the parties shall have no
further obligations or liabilities hereunder.
7. Right of Termination by the NJSEA. In the event that, due to no
fault of the NJSEA, Closing has not taken place within four (4) months from the
date hereof, the NJSEA shall have the right, upon thirty (30) days' prior
written notice to Trump, to terminate this Agreement; provided, however, that
Trump shall have the right to extend the date for Closing beyond said four (4)
month period for six (6) consecutive one (1) month periods by paying to the
NJSEA a non-refundable payment of One Hundred Sixty-Six Thousand Six Hundred
Sixty-Six and 67/100 ($166,666.67) Dollars for each such monthly extension (the
"Extension Payments"). All Extension Payments shall be applied as a credit
against the Annual Payment due at Closing. In the event that, due to no fault of
the NJSEA, Closing does not occur within ten (10) months from the date hereof,
the NJSEA shall have the right to terminate this Agreement upon thirty (30)
days' notice to
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Trump. Upon such termination of this Agreement by the NJSEA, the Payment and, to
the extent previously paid, the Extension Payments, shall be retained by the
NJSEA and the parties shall have no further obligations or liabilities
hereunder.
8. Representations.
A. The NJSEA represents and warrants to Trump, as of the date
hereof and as of Closing, that (i) the NJSEA is the holder of a leasehold
interest in the Convention Center, subject only to those matters set forth on
Exhibit D; (ii) the Lease is in full force and effect; (iii) the NJSEA has not
given or received a notice of default under the Lease and no event has occurred
which, with the passage of time or the giving of notice or both, would
constitute a default thereunder or (except for the rights of reverter (the
"Reverters") in favor of the City of Atlantic City set forth in certain Deeds
dated July 7, 1983 and December 1, 1983, respectively, between the City, as
Grantor, and the ACIA, as Grantee, which Deeds were recorded in the Atlantic
City Clerk's Office in Deed Book 3812, Page 229 et seq., and Deed Book 3862,
-- ----
Page 210 et seq., respectively) permit the termination thereof; (iv) the NJSEA
-- ----
is a validly existing body politic and corporate of the State of New Jersey,
with all necessary power and authority to execute and deliver this Agreement and
consummate the transactions contemplated hereby; (v) this Agreement has been
duly authorized by all requisite action on the part of the NJSEA and is the
valid and legally binding obligation of the NJSEA, enforceable in accordance
with its terms; (vi) neither the execution and delivery of this Agreement by the
NJSEA nor the performance of the NJSEA's obligations hereunder will conflict
with, result in the violation of, or constitute a default under, any law, rule
or regulation, any provision of the NJSEA's charter documents, any order or
decree of any court or governmental instrumentality relating to the NJSEA, or
any indenture, mortgage or other agreement or instrument to which the NJSEA is a
party or by which the NJSEA may be bound; and (vii) there is no action, suit,
proceeding or investigation pending or, to the best knowledge of the NJSEA,
threatened against the NJSEA which questions to the validity of this Agreement
or the right of
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the NJSEA to enter into it or consummate the transactions contemplated hereby.
B. Trump represents and warrants to the NJSEA, as of the date hereof
and as of Closing, that (i) Trump is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey, and has
all necessary corporate power to execute and deliver this Agreement and
consummate the transactions contemplated hereby; (ii) this Agreement has been
duly authorized by all requisite action on the part of Trump and is the valid
and legally binding obligation of Trump, enforceable in accordance with its
terms; (iii) neither the execution and delivery of this Agreement by Trump nor
the performance of Trump's obligations hereunder will conflict with, result in
the violation of, or constitute a default under, any law, rule or regulation,
any provision of Trump's charter documents, any order or decree of any court or
governmental instrumentality relating to Trump, or any indenture, mortgage or
other agreement or instrument to which Trump is a party or by which Trump may be
bound; and (iv) there is no action, suit, proceeding or investigation pending
or, to the best knowledge of Trump, threatened against Trump which questions to
the validity of this Agreement or the right of Trump to enter into it or
consummate the transactions contemplated hereby. Trump represents and warrants
to the NJSEA as of the date hereof that Donald J. Trump has a valid option to
acquire Trump Regency from ACFH, Inc. pursuant to and in accordance with the
terms of the Option Agreement.
9. Notices. Any notice, demand or other communication (collectively, a
"Notice"), required or permitted to be given hereunder, shall be in writing and
shall be personally served or sent by registered or certified mail, postage pre-
paid, return receipt requested, or by a nationally recognized overnight courier
service, or by facsimile transmission, addressed to the party to be so notified
as follows (or to such other address or person as either party or person
entitled to notice may, by notice to the other in accordance herewith, specify):
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If to the NJSEA, at: With a copy to:
- ------------------- --------------
THE NEW JERSEY SPORTS AND Joel A. Kobert, Esq.
EXPOSITION AUTHORITY COURTER, KOBERT, LAUFER,
P.O. Box C200 PURCELL & COHEN
East Rutherford NJ 07073 1001 Route 517
Hackettstown NJ 07840
If to Trump, at: With a copy to:
- --------------- --------------
Nicholas L. Ribis Peter Michael Laughlin, Esq.
Chief Executive Officer RIBIS, GRAHAM & CURTIN
TRUMP OCEANVIEW, INC. 4 Headquarters Plaza
c/o The Trump Organization Morristown NJ 07962-1991
725 Fifth Avenue
New York NY 10022
Unless otherwise specified, notices shall be deemed given when received.
10. Brokerage. The parties represent and warrant to each other that no
broker or finder has been, is or will be involved in negotiating the
transactions contemplated by this Agreement, the Easement Agreement or the
Skyway Easement. The parties each agree to defend, indemnify and hold the
others harmless from and against all damages, losses, claims, obligations,
liabilities and expenses (including reasonable attorneys' fees and court costs)
resulting from the claims of any broker or finder (or anyone claiming to be a
broker or finder) on account of any services claimed to have been rendered to
the indemnifying party in connection with the transactions contemplated hereby.
11. Titles and Headings. Titles and headings to paragraphs herein are
for the purpose of convenience and reference only, and will in no way limit,
define or otherwise affect the provisions thereof.
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12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without regard to principles
of conflict of law.
13. No Oral Modification. This Agreement may not be modified or amended
orally, and only an agreement in writing executed by the party against whom such
modification or amendment is sought to be enforced shall be effective.
14. Severability. In the event any provision of this Agreement is held
invalid, such invalidity shall not affect the other provisions of this
Agreement, and this Agreement shall be read as if such invalid provision had
never been contained herein.
15. Successors and Assigns. The rights, benefits and obligations
contained herein shall be binding upon and shall inure to the benefit of the
parties hereto and to their respective successors and assigns. Trump shall have
the right to assign its rights, benefits and/or obligations hereunder to one or
more Affiliates, or to designate one or more Affiliates to be the grantee under
the Easement Agreement and/or the Skyway Easement. Trump shall not assign this
Agreement, other than to an Affiliate, without the prior written consent of the
NJSEA.
16. Entire Agreement. This Agreement constitutes the entire
understanding of the parties. There are no other agreements, express or
implied. Any oral representations, undertakings or agreements are expressly
merged herein.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the day and year first above written.
THE NEW JERSEY SPORTS AND
Witness/Attest: EXPOSITION AUTHORITY
By: /s/ By: /s/
------------------------- ------------------------
TRUMP OCEANVIEW, INC.
By: /s/ By: /s/ Donald J. Trump
------------------------- -------------------------
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EXHIBIT A
[Legal Description of East Hall]
EXHIBIT B-1
[Form of Easement Agreement]
EXHIBIT B-2
[Form of Skyway Easement]
EXHIBIT C
[Preliminary Plans]
EXHIBIT D
[List of Permitted Encumbrances]
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EXHIBIT A Page 1 of 2
LEGAL DESCRIPTION OF EAST HALL
ALL THAT CERTAIN lot, tract, or parcel of land and premises situate, in the City
of Atlantic City, County of Atlantic, and State of New Jersey, bounded and
described as follows:
Beginning at the intersection of the Northeasterly line of Florida Avenue (60
feet wide) with the Southeasterly line of Pacific Avenue (60 feet wide), said
being point being 10 feet Northeastwardly of the Former Northeasterly line of
Florida Avenue (50 feet wide), and extending thence by N.J.P.C.S. MERIDIAN:
1. North 62 degrees 19 minutes 55 seconds East, along said Southeasterly line of
Pacific Avenue, 741.30 feet to the Southwesterly line of Mississippi Avenue
(50 feet wide); thence
2. South 27 degrees 40 minutes 05 seconds East, along said Southwesterly line of
Mississippi Avenue, 677.99 feet to the curved interior line of Public Park,
also being known as the Northerly line of Boardwalk; thence
3. Southwestwardly, along said interior line of Public Park, curving to the
left, along an arc having a radius of 3188.082 feet, an arc distance of 24.92
feet to a point of tangency to said interior line of Park; thence (chord =
South 67 degrees 23 minutes 05 seconds West, 24.919 feet)
4. South 67 degrees 09 minutes 39 seconds West, still along said interior line
of Public Park, 377.82 feet to the former Southwesterly line of Georgia
Avenue (50 feet wide) (now vacated); thence
5. North 27 degrees 40 minutes 05 seconds West, along said former Southwesterly
line of Georgia Avenue, 100.00 feet; thence
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6. South 67 degrees 09 minutes 39 seconds West, parallel with aforementioned
interior line of Public Park, 341.21 feet to the first mentioned
Northeasterly line of Florida Avenue (50 feet wide); thence
7. North 27 degrees 40 minutes 05 seconds West, along said Northeasterly line of
Florida Avenue, 515.26 feet to the point and place of beginning.
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Page 2 of 2
IN compliance with Chapter 157, Laws of 1977 premises herein are known as Lot
156, in Block 43 and Lot 18 in Block 42, on the official tax map of Atlantic
City, New Jersey.
Excepting thereout and therefrom the following property:
EXHIBIT A
ALL THAT CERTAIN lot, tract, or parcel of land and premises situate, in the City
of Atlantic City, County of Atlantic, and State of New Jersey, bounded and
described as follows:
Beginning at the intersection of the Northeasterly line of Florida Avenue (60
feet wide) with the Southeasterly line of Pacific Avenue (60 feet wide), said
beginning point being 10 feet Northeastwardly of the Former Northeasterly line
of Florida Avenue (50 feet wide), and extending thence by N.J.P.C.S. MERIDIAN:
1. North 62 degrees 19 minutes 55 seconds East, along said Southeasterly line of
Pacific Avenue, 365.00 feet to a point to the centerline Georgia Avenue
(vacated); thence
2. South 27 degrees 40 minutes 05 seconds East, along said centerline of Georgia
Avenue, 646.098 feet to the Interior Line of Public Park; thence
3. South 67 degrees 09 minutes 39 seconds West, along said interior line of
Public Park, 25.089 feet to the Southwesterly line of Georgia Avenue (50 feet
wide) (vacated); thence
4. North 27 degrees 40 minutes 05 seconds West, along said Southwesterly line of
Georgia Avenue, 100.00 feet; thence
5. South 67 degrees 09 minutes 39 seconds West, parallel with aforementioned
Interior Line of Public Park, 341.211 feet to
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the first mentioned Northeasterly line of Florida Avenue; thence
6. North 27 degrees 40 minutes 05 seconds West, along said Northeasterly line of
Florida Avenue, 515.263 feet to the point and place of beginning.
IN compliance with Chapter 157, Laws of 1977 premises herein are known as Lot
156, in Block 43, on the official tax map of Atlantic City, New Jersey.
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EXHIBIT B-1
Prepared by:
------------------------
Paul L. Zelenty, Esq.
Ribis, Graham & Curtin
EASEMENT AGREEMENT
THIS AGREEMENT, made this ___ day of ____________, between and among THE
NEW JERSEY SPORTS AND EXPOSITION AUTHORITY, a body politic and corporate
established in, but not of, the Department of Community Affairs of the State of
New Jersey under and pursuant to N.J.S.A. 5:10-1 et seq., having an office at
-------- -- ----
_____________________, East Rutherford, New Jersey 07073 ("NJSEA"), THE ATLANTIC
COUNTY IMPROVEMENT AUTHORITY, a body politic and corporate, having an office at
One South New York Avenue, Atlantic City, New Jersey 08401 ("ACIA"), and [TRUMP
OCEANVIEW, INC., a New Jersey corporation, and/or one or more affiliated
entities], having an office c/o The Trump Organization, 725 Fifth Avenue, New
York, New York 10022 ("Trump").
WITNESSETH:
WHEREAS, the ACIA is the fee owner of certain real property and the
improvements thereon commonly known as the East Hall of the Atlantic City
Convention Center, which property is designated as Lot 18 in Block 42 on the
Official Tax Maps of the City of Atlantic City and is more particularly
described on Exhibit A attached hereto and made a part hereof (the "East Hall"),
and the ACIA is the former fee owner of certain real property and the
improvements thereon commonly known as the West Hall of the Atlantic City
Convention Center, which property is designated as Lot 156 in Block 43 on the
Official Tax Maps of the
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City of Atlantic City (the "West Hall"; and together with the East Hall, the
"Convention Center"); and
WHEREAS, the NJSEA and the ACIA entered into a certain Agreement of Lease
dated October 16, 1992 (the "Lease"), pursuant to which the ACIA, as landlord,
let to the NJSEA, as tenant, the Convention Center, which lease was recorded in
the Office of the Atlantic County Clerk's Office in Deed Book 5431, at Page 23
et seq., on November 12, 1992; and
- -- ----
WHEREAS, subsequent to the date of the Lease, the NJSEA acquired fee
title to the West Hall pursuant to that certain Deed from the ACIA dated
February 17, 1994 and recorded in the Office of the Atlantic County Clerk's
Office in Deed Book 5615, at Page 47 et seq., on March 1, 1994; and
-- ----
WHEREAS, Trump is the fee owner or lessee of the real property and the
improvements thereon formerly known as Trump Regency ("Trump Regency") and the
fee owner and/or long term ground lessor of the real property and the
improvements thereon known as Trump Plaza Hotel & Casino ("Trump Plaza"); and
WHEREAS, Trump Plaza is located directly east of the Convention Center
across Mississippi Avenue and is connected to the East Hall by an existing
elevated walkway over Mississippi Avenue (the "Plaza Skyway"); and
WHEREAS, Trump Regency is located directly west of the Convention Center
across the now vacated Georgia Avenue and is connected to the East Hall by an
existing elevated walkway over Georgia Avenue (the "Regency Skyway"); and
WHEREAS, the Convention Center underwent a major restoration and
rehabilitation between 1983 and 1985, but such restoration and rehabilitation
did not reach certain areas of the Convention Center; and
WHEREAS, the parties desire to provide for the improvement and
refurbishment of the Plaza Skyway, the Regency Skyway and certain portions of
the East Hall, including the
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loggia, and the use of the Plaza Skyway, the Regency Skyway and such portions of
the East Hall as a connection between and in conjunction with Trump Plaza and
Trump Regency.
NOW, THEREFORE, in consideration of the premises, the sum of Ten ($10.00)
Dollars in hand well and truly paid, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Grant of Property Interests. Subject to the terms and conditions
contained herein, the ACIA and the NJSEA hereby grant to Trump the following
property interests:
A. An exclusive easement over, in and through that portion of the
Convention Center depicted and more particularly described on Exhibit B attached
hereto and made a part hereof (the "Easement Area") for the exclusive use and
occupancy on a continuous basis by Trump, its affiliates and
invitees, as a connection between and a continuous part of the Trump Plaza
casino and the Trump Regency casino for casino gambling and for the
construction, reconstruction, maintenance, operation, inspection, repair,
removal, replacement, redesign, alteration and improvement thereof;
B. A non-exclusive easement over, in and through that portion of
the Convention Center depicted and more particularly described on Exhibit B (the
"Emergency Egress Area") for the non-exclusive use thereof on a continuous basis
by Trump, its affiliates and invitees, for emergency egress only from the
Easement Area; and
C. A non-exclusive easement over, in and through that portion of
the Convention Center as may be reasonably necessary for the construction,
reconstruction, maintenance, operation, inspection, repair, removal,
replacement, redesign, alteration and improvement of the Easement Area and the
Emergency Egress Area as contemplated herein including, but not limited to, the
installation, maintenance and operation of HVAC, plumbing,
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electrical, communication, security and other equipment and facilities (the
"Construction Easement Area").
The NJSEA, the ACIA and Trump agree that Trump, in Trump's sole
discretion, may designate all or any portion of the Easement Area as a portion
of a "Casino" as defined in the New Jersey Casino Control Act, but Trump agrees
that it shall not locate any "authorized gambling game," as defined in the New
Jersey Casino Control Act, in the Easement Area without the prior written
approval of the NJSEA.
2. Term. The term of this Agreement (the "Term") shall commence on the
date hereof (the "Commencement Date") and shall expire without notice, unless
extended as provided for herein, at 12:01 a.m. on the twenty-fifth (25th)
anniversary of the Commencement Date. Provided that no Event of Default (as
hereinafter defined) on the part of Trump then exists, Trump shall have the
right to extend the Term for one (1) additional twenty-five (25) year period by
giving written notice of Trump's election to so extend no sooner than twelve
(12) months, and no later than three (3) months prior to the end of the current
term.
3. Consideration. In consideration of the rights granted to Trump
hereunder, Trump shall pay to the NJSEA the sum of Two Million ($2,000,000.00)
Dollars annually (the "Annual Payment") throughout the Term. The Annual Payment
shall be paid in advance commencing on the Commencement Date and on each
anniversary thereof throughout the Term. By execution and delivery of this
Agreement, the NJSEA acknowledges receipt in full of the Annual Payment for the
first year of the Term. Commencing on the fifth (5th) anniversary of the
Commencement Date and thereafter on the tenth (10th), fifteenth (15th),
twentieth (20th), twenty-fifth (25th), thirtieth (30th), thirty-fifth (35th),
fortieth (40th) and forty-fifth (45th) anniversaries of the Commencement Date,
the Annual Payment shall be adjusted for the balance of the then current term to
reflect changes in the Consumer Price Index (the "CPI") as follows: The Annual
Payment shall be multiplied by a fraction, the numerator of which shall be the
CPI for the month immediately preceding the month in which said adjustment is to
be made, and the denominator
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of which shall be the CPI for the month immediately preceding the Commencement
Date. For the purpose of the preceding sentence, the Consumer Price Index shall
be that figure published by the United States Department of Labor, Bureau of
Labor Statistics, for New York/Northeastern New Jersey (1982-84=100), or any
successor index thereto. The Annual Payment shall be calculated as set forth
above and the resulting figure shall be used as the Annual Payment figure for
purposes of calculating the next adjustment to the Annual Payment.
Notwithstanding the foregoing, the Annual Payment shall in no event be less than
Two Million ($2,000,000.00) Dollars.
4. Improvements. Trump shall have the right, at Trump's sole cost and
expense, within the Easement Area, the Emergency Egress Area and the
Construction Easement Area, to construct, reconstruct, maintain, inspect,
repair, remove, replace, relocate, redesign, alter, improve and erect signage
("Work") with respect to the Easement Area and the Emergency Egress Area
(collectively, the "Property"). All Work shall be undertaken in a manner that
does not unreasonably interfere with the use and operation of the Convention
Center, and the Work and subsequent use by Trump of the Easement Area shall not
interfere with the NJSEA's use of the boardwalk level of the East Hall. Prior
to commencing any material portion of the Work, Trump shall submit plans and
specifications for the Work to be commenced to the NJSEA. Within ninety (90)
days of such submission, the NJSEA shall approve of such plans and
specifications or notify Trump in reasonable detail of the specific objections,
if any, of the NJSEA to such plans and specifications, provided, however, that
in no event shall such approval be unreasonably withheld or delayed. The
NJSEA's failure to approve or disapprove of such plans and specifications within
such ninety (90) day period shall constitute an approval of such plans and
specifications by the NJSEA. The NJSEA hereby approves the plans and
specifications identified on Exhibit C attached hereto. Trump shall have the
right to modify such plans and specifications, provided such modifications shall
be approved by the NJSEA in accordance with the terms of this Paragraph.
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5. Costs of Construction. All costs of the Work shall be borne by Trump
including (a) the costs and expenses of labor and materials, (b) the costs and
expenses of architectural, engineering and design services, (c) the cost of all
casualty, Workers' Compensation, public liability and builders' risk insurance,
if any, maintained during the performance of such construction, without
duplication of any insurance required of any contractor performing the Work, and
(d) the costs and expenses of all permits and approvals required for the Work.
6. Relocation of Emergency Egress Area. The NJSEA and the ACIA shall
have the right to relocate the Emergency Egress Area provided that:
(1) The NJSEA and the ACIA shall provide Trump with one
hundred eighty (180) days' notice of any proposed relocation;
(2) Such relocated Emergency Egress Area shall be reasonably
suitable for its intended purposes and such relocation shall not result in any
interruption or interference with Trump's use of Trump Regency, Trump Plaza or
the Exclusive Easement Area;
(3) Such relocation shall not adversely impact upon any
regulatory approvals or permits applicable to Trump, including, but not limited
to, approvals of the Casino Control Commission;
(4) Such relocated Emergency Egress Area, and all facilities
and equipment servicing same, shall be completed in a good and workmanlike
manner and furbished to a quality equal to or greater than the quality of the
Emergency Egress Area immediately prior to such relocation; and
(5) All costs and expenses incurred in connection with
relocating the Emergency Egress Area including obtaining all necessary permits
and approvals and furbishing the relocated Emergency Egress Area shall be borne
by the NJSEA and the ACIA.
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7. Maintenance.
A. Trump shall, at Trump's sole cost and expense, repair, clean
and maintain in a first-class manner the Exclusive Easement Area throughout the
Term.
B. Trump shall provide, at Trump's sole cost and expense, such
utilities, lighting, heating, ventilation and air conditioning necessary for the
use and occupancy of the Easement Area by Trump and its invitees as determined
by Trump to be necessary or desirable in its sole discretion. Trump shall have
the right to use existing Convention Center equipment with respect to any of the
foregoing, provided that the costs therefor are borne by Trump.
8. Security Requirements. Trump shall install, maintain and operate
all security measures with respect to the Easement Area as are required by the
Casino Control Commission or otherwise put into effect by Trump Plaza in
connection with its existing gaming facilities.
9. Right of Termination. Trump shall have the right to terminate this
Agreement upon six (6) months' written notice to the NJSEA and the ACIA,
provided that within such six (6) month period Trump restores the Property, at
Trump's sole cost and expense, to the substantial condition which existed at the
Commencement Date and pays to the NJSEA a termination payment of One Million
($1,000,000.00) Dollars. Trump shall further be entitled to a refund (or a
credit against the termination payment) of such portion of the Annual Payment
paid attributable to the period from the termination of this Agreement to the
next anniversary of the Commencement Date.
10. Damage.
A. Easement Area.
(1) If the Easement Area or any part thereof shall be damaged
by fire or other casualty, Trump shall give immediate notice thereof to the
NJSEA and the ACIA and this
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Agreement shall continue in full force and effect except as hereinafter set
forth.
(2) Subject to subparagraph (3) hereinbelow, if the Easement
Area is partially damaged or rendered partially unusable by fire or other
casualty, the damage thereto shall be repaired by Trump with all reasonable
expedition and this Agreement shall continue in full force and effect.
(3) If the Easement Area is substantially damaged or rendered
wholly unusable as reasonably determined by Trump, unless such damage is a
result of the negligence or wanton or willful misconduct of Trump or its agents,
then Trump may elect to terminate this Agreement by written notice to the ACIA
and NJSEA within ninety (90) days after such fire or casualty specifying a date
for the expiration of this Agreement, which date shall not be more than sixty
(60) days after the giving of such notice, and upon the date specified in such
notice the Term shall expire as fully and completely as if such date were the
date set forth above for the expiration of this Agreement, and Trump shall
forthwith quit, surrender and vacate the Property. Upon such termination, the
NJSEA shall refund to Trump such portion of the Annual Payment paid,
attributable to the period from the termination of this Agreement to the next
anniversary of the Commencement Date, and Trump shall have the right to remove
from the Property any equipment or trade fixtures installed by Trump (other than
the glass partitions enclosing the loggia) but shall otherwise surrender the
Property to the NJSEA "as is." Unless a termination notice is served as provided
for herein, Trump shall make the repairs and restorations with all reasonable
expedition and this Agreement shall continue in full force and effect.
B. Convention Center. If the Convention Center or any part
thereof including, but not limited to, the Emergency Egress Area, shall be
damaged by fire or other casualty, the ACIA and the NJSEA shall give immediate
notice thereof to Trump and this Agreement shall continue in full force and
effect. If the Convention Center is damaged in whole or in part by fire or
other casualty, and such damage shall materially affect the use and
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enjoyment of the Property, such portion of such damage as affects Trump's use
and enjoyment of the Property shall be repaired by the ACIA and the NJSEA with
all reasonable expedition and this Agreement shall continue in full force and
effect, unless such repairs are prohibited by applicable governmental laws or
regulations.
11. Insurance.
A. Trump shall maintain with respect to the Easement Area, at its
sole cost and expense throughout the Term, broad forms of extended coverage risk
insurance and public liability, personal injury and property damage insurance,
all of which policies shall name the ACIA and the NJSEA as additional insureds
and shall be in amounts sufficient to insure the Easement Area and the use
thereof, as determined by Trump.
B. The ACIA and the NJSEA shall maintain with respect to the
Convention Center, at their sole cost and expense throughout the Term, broad
forms of extended coverage risk insurance and public liability, personal injury
and property damage insurance, all of which policies shall name Trump as an
additional insured and shall be in amounts sufficient to insure the Convention
Center and its use, as determined by the ACIA and the NJSEA.
C. Trump hereby releases the ACIA and the NJSEA from liability
for damage or destruction to any of Trump's personal property or improvements,
and the ACIA and the NJSEA each hereby release Trump from liability for damage
or destruction to the Convention Center, provided, however, that such releases
shall be in force and effect only in respect of damage or destruction covered by
standard policies of fire insurance with extended coverage (as maintained by
Trump, the ACIA and the NJSEA pursuant to this agreement), and such waivers
shall be in effect solely to the extent of proceeds under any said policies.
Trump, the ACIA and the NJSEA shall each cause any policies of insurance
maintained by it with respect to the Easement Area and/or the Convention Center
and the personal property contained therein or appurtenant thereto and with
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respect to the improvements thereto, to contain a waiver by the insurers of any
rights of subrogation to the other parties hereto.
12. Eminent Domain
A. The NJSEA and the ACIA shall give prompt notice to Trump of
any eminent domain proceedings with respect to the Convention Center or any part
thereof.
B. In the event that any public authority or agency holding the
power of eminent domain under applicable law at any time during the Term
condemns, or acquires title in lieu of condemnation to, all or substantially all
of the Property, this Agreement shall terminate and expire as of the date upon
which title shall vest in such authority. Upon such termination, the NJSEA
shall refund to Trump such portion of the Annual Payment paid, attributable to
the period from the termination of this Agreement to the next anniversary of the
Commencement Date, and Trump shall have the right to remove from the Property
any equipment or fixtures installed by Trump but shall otherwise surrender the
Property to the NJSEA "as is."
C. If there shall be a partial taking or condemnation of the
Property as aforesaid, which shall not in Trump's reasonable opinion
substantially prevent Trump's use and enjoyment of the Property, this Agreement
shall thereafter continue as to the untaken part and Trump shall be entitled to
a reduction in the Annual Payment in an amount which bears the same ratio to the
Annual Payment payable immediately prior to such condemnation pursuant to this
Agreement as the value of the untaken portion of the Property (appraised after
the taking and repair of any damage to the Property pursuant to the terms
hereof) bears to the value of the entire Property immediately before the taking.
D. If there shall be a partial taking and this Agreement shall
continue as to the remaining part of the Property, the NJSEA and the ACIA, at
their own cost and expense
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and as promptly as practicable, shall restore such remaining part as nearly as
may be practicable to its former condition.
E. The ACIA, the NJSEA and Trump shall jointly negotiate with the
condemning authority with respect to any proposed condemnation award, and all
damages and compensation paid for any taking under the power of eminent domain,
whether for the whole or a part of the Convention Center shall be divided
ratably between and among the ACIA, the NJSEA and Trump based upon the
proportionate value of the property taken.
13. Right to Cure Defaults.
A. Trump shall have the right, but not the obligation to cure any
defaults by the ACIA or the NJSEA hereunder or under the Lease, or any other
document or instrument superior to the rights created hereby, provided that
Trump provides the NJSEA and the ACIA with thirty (30) days' notice of such
default, unless thirty (30) days' notice is not practicable under the
circumstances in which event reasonable prior notice shall be required. In the
event Trump elects to cure any such default after such required notice, Trump
shall have the right to offset the costs and expenses incurred by Trump in
curing such defaults against the amount of any subsequent Annual Payment.
B. In the event that the NJSEA or the ACIA shall deem Trump to be
in default of any of the provisions of this Agreement, including, without
limitation, Trump's payment obligations pursuant to Paragraph 3, maintenance
obligations pursuant to Paragraph 7, security obligations pursuant to Paragraph
8 and insurance obligations pursuant to Paragraph 11, the NJSEA or ACIA shall,
prior to taking any action with respect to such asserted default, furnish
written notice to Trump specifying in reasonable detail such asserted default,
and providing Trump an opportunity of thirty (30) days from the date of such
notice to cure such default. In the event that within such thirty (30) day
period Trump shall fail to cure such default, or shall fail to commence to cure
any default not reasonably susceptible to cure within such thirty (30) day
period, such default shall be deemed an "Event of Default" and
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the NJSEA and ACIA shall be entitled to exercise their rights and remedies in
respect of such Event of Default.
14. Non-Disturbance. The ACIA and the NJSEA covenant and agree that, so
long as this Agreement is in full force and effect, Trump shall not be joined as
a party defendant in any foreclosure action, eviction proceeding or other action
or proceeding which may be instituted or taken by the ACIA or the NJSEA, nor
shall Trump be evicted from the Property, or any of Trump's rights hereunder be
affected in any way, by reason of any default under the Lease or any other
agreement or any termination of the Lease or any other agreement. In the event
any action or proceeding is instituted by the ACIA to enforce the Lease or any
other agreement, upon notice from the ACIA, Trump shall pay all Annual Payments
which are due or shall become due to the ACIA and all obligations of the NJSEA
under this Agreement shall be deemed obligations of the ACIA.
15. ISRA Compliance. Upon termination of this Agreement, Trump shall
comply with any applicable provisions of the New Jersey Industrial Site Recovery
Act ("ISRA"), or any successor legislation thereto, or shall obtain from the New
Jersey Department of Environmental Protection and Energy a letter of non-
applicability with respect to ISRA. Upon the request of the NJSEA, Trump shall
promptly execute and deliver such certificates or similar documents as
reasonably required to confirm Trump's ongoing compliance with ISRA.
16. Estoppel Certificates. The NJSEA, the ACIA and Trump shall, without
charge, from time to time at reasonable times, within ten (10) business days
after request by any party hereto or any party who holds a mortgage or security
interest upon the Convention Center or any part thereof, or Trump's interest in
the Property, certify in writing that this Agreement is unmodified and in full
force and effect (or, if there shall have been modifications, stating the
modifications), the date to which Annual Payments have been paid, the expiration
date of the Term, and whether, to the best knowledge of the person executing
such certificate on behalf of the NJSEA, the ACIA or Trump, as the case may be,
any Event of Default has occurred. If so, the
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<PAGE>
notice shall specify such Event of Default to the extent of the knowledge of the
person executing the certificate.
17. Rights of Mortgagees.
A. The NJSEA and the ACIA agree to accept performance by any
holder of a mortgage or other security interest with respect to Trump's interest
in the Property ("Mortgagee") of any covenant, agreement or obligation of Trump
contained herein with the same effect as though performed by Trump. No
Mortgagee shall be personally liable upon the covenants, agreements or
obligations of Trump contained in this Agreement, unless and until such
Mortgagee expressly assumes such obligations or, without such express
assumption, acquires Trump's interest by foreclosure, or by assignment or other
transfer in lieu of foreclosure.
B. If the NJSEA seeks to terminate this Agreement by reason of an
Event of Default, the NJSEA shall first provide each Mortgagee of which it is
aware, with notice of such termination, together with a statement of all sums
which would at that time be due under this Agreement but for such termination
and of any other defaults then known to the NJSEA. If within thirty (30) days
after such notice any Mortgagee gives the NJSEA written notice that such
Mortgagee or a subsidiary of such Mortgagee desires to assume all of the
obligations of Trump under this Agreement for the then remaining Term as if it
had not been terminated, conditioned upon the payment of all sums then due and
performance of all other terms, covenants and conditions, and if such Mortgagee
or its subsidiary agrees to pay the NJSEA at the time of execution and delivery
of an Assumption of Easement Agreement all sums which would on that date be due
pursuant to this Agreement but for such termination and, in addition thereto,
all reasonable expenses, including reasonable attorneys' fees and costs that the
NJSEA shall have incurred by reason of the Event of Default and such termination
of this Agreement, and specifically agrees to be bound by all the terms of this
Agreement, the NJSEA shall execute an Assumption of Easement Agreement with such
Mortgagee or its subsidiary and this Agreement shall not be terminated. If more
than one Mortgagee
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shall issue such a request and agreement concerning the Assumption of Easement
Agreement, the NJSEA shall execute an Assumption of Easement Agreement with the
Mortgagee (or its subsidiary) holding the senior and superior lien.
18. Quiet Enjoyment. Upon payment of the Annual Payment and upon the
due performance of all the terms, covenants and conditions herein contained on
Trump's part to be kept and performed, Trump shall and may at all times during
the Term peaceably and quietly enjoy the Property, subject to the terms of this
Agreement.
19. Notices. Any notice, demand or other communication (collectively, a
"Notice") required or permitted to be given hereunder, shall be in writing and
shall be personally served or sent by registered or certified mail, postage pre-
paid, return receipt requested, or by a nationally recognized overnight courier
service, or by facsimile transmission, addressed to the party to be so notified
as follows (or to such other address or person as either party or person
entitled to notice may, by notice to the other in accordance herewith, specify):
If to the NJSEA, at: With a copy to:
- ------------------- --------------
THE NEW JERSEY SPORTS AND Joel A. Kobert, Esq.
EXPOSITION AUTHORITY COURTER, KOBERT, LAUFER,
P.O. Box C200 PURCELL & COHEN
East Rutherford NJ 07073 1001 Route 517
Hackettstown NJ 07840
If to the ACIA, at: With a copy to:
- ------------------- ---------------
THE ATLANTIC COUNTY IMPROVEMENT Mark H. Sandson, Esq.
AUTHORITY HANKIN, SANDSON & SANDMAN
One South New York Avenue 30 South New York Avenue
Atlantic City NJ 08401 Atlantic City NJ 08401
If to Trump, at: With a copy to:
- ---------------- ---------------
Nicholas L. Ribis Peter M. Laughlin, Esq.
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Chief Executive Officer RIBIS, GRAHAM & CURTIN
TRUMP OCEANVIEW, INC. 4 Headquarters Plaza
c/o The Trump Organization Morristown NJ 07962-1991
725 Fifth Avenue
New York NY 10022
Unless otherwise specified, notices shall be deemed given when received.
20. Recordation. Trump shall have the right to record this Agreement in
the Office of the Atlantic County Clerk.
21. No Oral Modification. This Agreement may not be modified or amended
orally, and only an agreement in writing executed by the party against whom such
modification or amendment is sought to be enforced shall be effective.
22. Severability. In the event any provision of this Agreement is held
invalid, such invalidity shall not affect the other provisions of this
Agreement, and this Agreement shall be read as if such invalid provision had
never been contained herein.
23. Titles and Headings. Titles and headings to paragraphs herein are
for the purpose of convenience and reference only, and will in no way limit,
define or otherwise affect the provisions thereof.
24. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, including, but not limited
to, the provisions of the New Jersey Casino Control Act and the regulations
promulgated thereunder, without regard to principles of conflict of law. The
parties acknowledge that this Agreement is subject to the provisions of Section
82.c.(10) of the New Jersey Casino Control Act.
25. Successors and Assigns. The rights, benefits and obligations
contained herein shall be binding upon and shall
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inure to the benefit of the parties hereto and to their respective successors
and assigns.
26. Entire Agreement. This Agreement constitutes the entire
understanding of the parties. There are no other agreements, express or implied.
Any oral representations, undertakings or agreements are expressly merged
herein.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the day and year first above written.
Witness/Attest: THE NEW JERSEY SPORTS AND
EXPOSITION AUTHORITY
By:________________________ By:______________________
THE ATLANTIC COUNTY
IMPROVEMENT AUTHORITY
By:________________________ By:______________________
[TRUMP OCEANVIEW, INC.]
By:________________________ By:______________________
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STATE OF NEW JERSEY :
: ss.
COUNTY OF :
BE IT REMEMBERED, that on this ____ day of _____________, 19__, before
me, the subscriber, personally appeared _______________________ who, I am
satisfied, is the person who signed the within Instrument as ______________
[officer] of THE NEW JERSEY SPORTS AND EXPOSITION AUTHORITY, the Corporation
named therein, and [he/she] thereupon acknowledged that the said Instrument,
made by the Corporation and sealed with its corporate seal, was signed, sealed
with the corporate seal and delivered by [him/her] as such officer and is the
voluntary act and deed of the Corporation, made by virtue of authority from its
Board of Directors.
-----------------------
Notary Public
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<PAGE>
STATE OF NEW JERSEY :
: ss.
COUNTY OF :
BE IT REMEMBERED, that on this ____ day of _________, 19__, before me,
the subscriber, personally appeared __________ who, I am satisfied, is the
person who signed the within Instrument as ________________ [officer] of THE
ATLANTIC COUNTY IMPROVEMENT AUTHORITY, the Corporation named therein, and
[he/she] thereupon acknowledged that the said Instrument, made by the
Corporation and sealed with its corporate seal, was signed, sealed with the
corporate seal and delivered by [him/her] as such officer and is the voluntary
act and deed of the Corporation, made by virtue of authority from its Board of
Directors.
--------------------------
Notary Public
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<PAGE>
STATE OF NEW JERSEY :
: ss.
COUNTY OF :
BE IT REMEMBERED, that on this ___ day of __________, 19__, before me,
the subscriber, personally appeared ________ who, I am satisfied, is the person
who signed the within Instrument as _________________ [officer] of [TRUMP
OCEANVIEW, INC.], the Corporation named therein, and [he/she] thereupon
acknowledged that the said Instrument, made by the Corporation and sealed with
its corporate seal, was signed, sealed with the corporate seal and delivered by
[him/her] as such officer and is the voluntary act and deed of the Corporation,
made by virtue of authority from its Board of Directors.
-------------------------
Notary Public
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<PAGE>
EXHIBIT A
[Legal Description of Convention Center]
EXHIBIT B
[Schematic Depiction of Easement Area]
EXHIBIT C
[Form of Approved Plans and Specifications]
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EXHIBIT A
LEGAL DESCRIPTION OF CONVENTION CENTER
ALL THAT CERTAIN lot, tract, or parcel of land and premises situate, in the City
of Atlantic City, County of Atlantic, and State of New Jersey, bounded and
described as follows:
Beginning at the intersection of the Northeasterly lines of Florida Avenue (60
feet wide) with the Southeasterly line of Pacific Avenue (60 feet wide), said
beginning point being 10 feet Northeastwardly of the Former Northeasterly line
of Florida Avenue (50 feet wide), and extending thence by N.J.P.C.S. MERIDIAN:
1. North 62 degrees 19 minutes 55 seconds East, along said Southeasterly line of
Pacific Avenue, 741.30 feet to the Southwesterly line of Mississippi Avenue
(50 feet wide); thence
2. South 27 degrees 40 minutes 05 seconds East, along said Southwesterly line of
Mississippi Avenue, 677.99 feet to the curved interior line of Public Park,
also being known as the Northerly line of Boardwalk; thence
3. Southwestwardly, along said interior line of Public Park, curving to the
left, along an arc having a radius of 3188.082 feet, as are distance of 24.92
feet to a point of tangency is said interior line of Park; thence (chord -
South 67 degrees 23 minutes 05 seconds West, 24.919 feet)
4. South 67 degrees 09 minutes 39 seconds West, still along said interior line
of Public Park, 377.82 feet to the former Southwesterly line of Georgia
Avenue (50 feet wide) (now vacated); thence
5. North 27 degrees 40 minutes 05 seconds West, along said former Southwesterly
line of Georgia Avenue, 100.00 feet; thence
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6. South 67 degrees 09 minutes 39 seconds West, parallel with aforementioned
interior line of Public Park, 341.21 feet to the first mentioned
Northeasterly line of Florida Avenue (50 feet wide); thence
7. North 27 degrees 40 minutes 05 seconds West, along said Northeasterly line of
Florida Avenue, 515.26 feet to the point and place of beginning.
IN compliance with Chapter 157, Laws of 1977 premises herein are know as Lot
156, in Block 43 and Lot 18 in Block 42, on the official tax map of Atlantic
City, New Jersey.
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<PAGE>
EXHIBIT B
[Exhibit B in its original form is a schematic diagram of easement area]
-92-
<PAGE>
EXHIBIT C
PRELIMINARY PLANS
[Exhibit C in its original form consists of schematic diagrams of the easement
area and of the front of the East Hall Atlantic City Convention Center]
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<PAGE>
EXHIBIT B-2
Prepared by:
_____________________
Paul L. Zelenty, Esq.
Ribis, Graham & Curtin
SKYWAY EASEMENT AGREEMENT
THIS AGREEMENT, made this ____ day of _____________, between and among
THE NEW JERSEY SPORTS AND EXPOSITION AUTHORITY, a body politic and corporate
established in, but not of, the Department of Community Affairs of the State of
New Jersey under and pursuant to N.J.S.A. 5:10-1 et seq., having an office at
-------- -- ----
_______________________, East Rutherford, New Jersey 07073 ("NJSEA"), THE
ATLANTIC COUNTY IMPROVEMENT AUTHORITY, a body politic and corporate, having an
office at One South New York Avenue, Atlantic City, New Jersey 08401 ("ACIA"),
and [TRUMP OCEANVIEW, INC., a New Jersey corporation, and/or one or more
affiliated entities], having an office c/o The Trump Organization, 725 Fifth
Avenue, New York, New York 10022 ("Trump").
WITNESSETH:
WHEREAS, the ACIA is the fee owner of certain real property and the
improvements thereon commonly known as the East Hall of the Atlantic City
Convention Center, which property is designated as Lot 18 in Block 42 on the
Official Tax Maps of the City of Atlantic City and is more particularly
described on Exhibit A attached hereto and made a part hereof (the "East Hall"),
and the ACIA is the former fee owner of certain real property and the
improvements thereon commonly known as the West Hall of the Atlantic City
Convention Center, which property is
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designated as Lot 156 in Block 43 on the Official Tax Maps of the City of
Atlantic City and is more particularly described on Exhibit B attached hereto
and made a part hereof (the "West Hall"; and together with the East Hall, the
"Convention Center"); and
WHEREAS, the NJSEA and the ACIA entered into a certain Agreement of Lease
dated October 16, 1992 (the "Lease"), pursuant to which the ACIA, as landlord,
let to the NJSEA, as tenant, the Convention Center, which lease was recorded in
the Office of the Atlantic County Clerk's Office in Deed Book 5431, at Page 23
et seq., on November 12, 1992; and
- -- ----
WHEREAS, subsequent to the date of the Lease, the NJSEA acquired fee
title to the West Hall pursuant to that certain Deed from the ACIA dated
February 17, 1994 and recorded in the Office of the Atlantic County Clerk's
Office in Deed Book 5615, at Page 47 et seq., on March 1, 1994; and
-- ----
WHEREAS, the property lines of the East Hall and the West Hall are
contiguous along the centerline of former Georgia Avenue which was vacated by
Ordinance No. 23 of 1968; and
WHEREAS, by that certain Deed dated February 17, 1994 and recorded in the
Atlantic County Clerk's Office on March 1, 1994 in Deed Book 5615 at page 47 et
--
seq., the ACIA, as grantor, granted an easement to the NJSEA, as grantee, over
- ----
the easterly half of Georgia Avenue permitting the continued encroachment of
certain improvements constituting a portion of the West Hall; and
WHEREAS, Trump is the fee owner of certain real property and the
improvements thereon formerly known as Trump Regency, which property is
designated as Lot 157 in Block 43 and Lot 177 in Block 44 on the official Tax
Maps of the City of Atlantic City and is more particularly described on Exhibit
C attached hereto and made a part hereof (the "Trump Regency"); and
WHEREAS, Trump Regency is located directly west of the Convention Center
across the now vacated Georgia Avenue and is
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connected to the East Hall by an existing elevated walkway over Georgia Avenue
(the "Regency Skyway"); and
WHEREAS, the parties desire to memorialize the consent and approval of
the ACIA and the NJSEA to the continued existence and use of the Regency Skyway
by Trump, subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises, the sum of Ten ($10.00)
Dollars in hand well and truly paid, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Grant of Easement. Subject to the terms and conditions contained
herein, the ACIA and the NJSEA hereby grant to Trump a perpetual exclusive
easement over, in and through that portion of the Convention Center depicted and
more particularly described on Exhibit D attached hereto and made a part hereof
(the "Easement Area") for the exclusive use and occupancy on a continuous basis
by Trump, its affiliates and invitees, as a continuous part of the Trump Regency
casino, as a connection between Trump Regency and the Convention Center and for
purposes of the construction, reconstruction, maintenance, operation,
inspection, repair, removal, replacement, redesign, alteration and improvement
of the Regency Skyway and the right to lateral and subjacent support thereof.
2. Maintenance of the Easement Area. Trump shall repair, clean and
maintain the Easement Area and provide any necessary utilities, lighting, heat,
ventilation and air conditioning necessary for the use of the Easement Area, at
Trump's sole cost and expense.
3. Insurance. Trump shall maintain with respect to the Easement Area,
at its sole cost and expense, broad forms of extended coverage risk insurance
and public liability, personal injury and property damage insurance, all of
which policies shall name the ACIA and the NJSEA as additional insureds and
shall be
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in amounts sufficient to insure the Easement Area and its use, as determined by
Trump.
4. Notices. Any notice, demand or other communication (collectively, a
"Notice") required or permitted to be given hereunder, shall be in writing and
shall be personally served or sent by registered or certified mail, postage pre-
paid, return receipt requested, or by a nationally recognized overnight courier
service, or by facsimile transmission, addressed to the party to be so notified
as follows (or to such other address or person as either party or person
entitled to notice may, by notice to the other in accordance herewith, specify):
If to the NJSEA, at: With a copy to:
- ------------------- --------------
THE NEW JERSEY SPORTS AND Joel A. Kobert, Esq.
EXPOSITION AUTHORITY COURTER, KOBERT, LAUFER,
P.O. Box C200 PURCELL & COHEN
East Rutherford NJ 07073 1001 Route 517
Hackettstown NJ 07840
If to the ACIA, at: With a copy to:
- ------------------- ---------------
THE ATLANTIC COUNTY IMPROVEMENT Mark H. Sandson, Esq.
AUTHORITY HANKIN, SANDSON & SANDMAN
One South New York Avenue 30 South New York Avenue
Atlantic City NJ 08401 Atlantic City NJ 08401
If to Trump, at: With a copy to:
- --------------- --------------
Nicholas L. Ribis Peter M. Laughlin, Esq.
Chief Executive Officer RIBIS, GRAHAM & CURTIN
TRUMP OCEANVIEW, INC. 4 Headquarters Plaza
c/o The Trump Organization Morristown NJ 07962-1991
725 Fifth Avenue
New York NY 10022
Unless otherwise specified, notices shall be deemed given when received.
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<PAGE>
5. Recordation. Trump shall have the right to record this Agreement in
the Office of the Atlantic County Clerk.
6. No Oral Modification. This Agreement may not be modified or amended
orally, and only an agreement in writing executed by the party against whom such
modification or amendment is sought to be enforced shall be effective.
7. Severability. In the event any provision of this Agreement is held
invalid, such invalidity shall not affect the other provisions of this
Agreement, and this Agreement shall be read as if such invalid provision had
never been contained herein.
8. Titles and Headings. Titles and headings to paragraphs herein are
for the purpose of convenience and reference only, and will in no way limit,
define or otherwise affect the provisions thereof.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without regard to principles
of conflict of law. The parties specifically acknowledge that this Agreement is
subject to and governed by the provisions of the New Jersey Casino Control Act
and the regulations promulgated thereunder.
10. Binding Nature of Grant. The easement granted, and the rights and
obligations, hereunder shall run with the land and be binding upon and shall
inure to the benefit of the parties hereto and to their respective successors
and assigns.
11. Entire Agreement. This Agreement constitutes the entire
understanding of the parties. There are no other agreements, express or
implied. Any oral representations, undertakings or agreements are expressly
merged herein.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the day and year first above written.
THE NEW JERSEY SPORTS AND
Witness/Attest: EXPOSITION AUTHORITY
_________________________ By:_______________________
THE ATLANTIC COUNTY
IMPROVEMENT AUTHORITY
________________________ By:_______________________
[TRUMP OCEANVIEW, INC.]
________________________ By:______________________
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<PAGE>
STATE OF NEW JERSEY :
: ss.
COUNTY OF :
BE IT REMEMBERED, that on this ____ day of __________, 19__, before me,
the subscriber, personally appeared __________ who, I am satisfied, is the
person who signed the within Instrument as ___________ [officer] of THE NEW
JERSEY SPORTS AND EXPOSITION AUTHORITY, the Corporation named therein, and
[he/she] thereupon acknowledged that the said Instrument, made by the
Corporation and sealed with its corporate seal, was signed, sealed with the
corporate seal and delivered by [him/her] as such officer and is the voluntary
act and deed of the Corporation, made by virtue of authority from its Board of
Directors.
____________________________
Notary Public
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<PAGE>
STATE OF NEW JERSEY :
: ss.
COUNTY OF :
BE IT REMEMBERED, that on this ____ day of __________, 19__, before me,
the subscriber, personally appeared __________ who, I am satisfied, is the
person who signed the within Instrument as ___________ [officer] of THE ATLANTIC
COUNTY IMPROVEMENT AUTHORITY, the Corporation named therein, and [he/she]
thereupon acknowledged that the said Instrument, made by the Corporation and
sealed with its corporate seal, was signed, sealed with the corporate seal and
delivered by [him/her] as such officer and is the voluntary act and deed of the
Corporation, made by virtue of authority from its Board of Directors.
____________________________
Notary Public
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<PAGE>
STATE OF NEW JERSEY :
: ss.
COUNTY OF :
BE IT REMEMBERED, that on this ____ day of __________, 19__, before me,
the subscriber, personally appeared __________ who, I am satisfied, is the
person who signed the within Instrument as ___________ [officer] of [TRUMP
OCEANVIEW, INC.], the Corporation named therein, and [he/she] thereupon
acknowledged that the said Instrument, made by the Corporation and sealed with
its corporate seal, was signed, sealed with the corporate seal and delivered by
[him/her] as such officer and is the voluntary act and deed of the Corporation,
made by virtue of authority from its Board of Directors.
____________________________
Notary Public
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<PAGE>
EXHIBIT A
[Legal Description of East Hall]
EXHIBIT B
[Legal Description of West Hall]
EXHIBIT C
[Legal Description of Trump Regency]
EXHIBIT D
[Legal Description of Easement Area]
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EXHIBIT A
Page 1 of 3
LEGAL DESCRIPTION OF EAST HALL
ALL THAT CERTAIN lot, tract, or parcel of land and premises situate, in the City
of Atlantic City, County of Atlantic, and State of New Jersey, bounded and
described as follows:
Beginning at the intersection of the Northeasterly line of Florida Avenue (60
feet wide) with the Southeasterly line of Pacific Avenue (60 feet wide), said
beginning point being 10 feet Northeastwardly of the Former Northeasterly line
of Florida Avenue (50 feet wide), and extending thence by N.J.P.C.S. MERIDIAN:
1. North 62 degrees 19 minutes 55 seconds East, along said Southeasterly line of
Pacific Avenue, 741.30 feet to the Southwesterly line of Mississippi Avenue
(50 feet wide); thence
2. South 27 degrees 40 minutes 05 seconds East, along said Southwesterly line of
Mississippi Avenue, 677.99 feet to the curved interior line of Public Park,
also being known as the Northerly line of Boardwalk; thence
3. Southwestwardly, along said interior line of Public Park, curving to the
left, along an arc having a radius of 3188.082 feet, an arc distance of 24.92
feet to a point of tangency in said interior line of Park; thence (chord
South 67 degrees 23 minutes 05 seconds West, 24,919 feet)
4. South 67 degrees 09 minutes 30 seconds West, still along said interior line
of Public Park, 377.82 feet to the former Southwesterly line of Georgia
Avenue (50 feet wide) (now vacated); thence
5. North 27 degrees 40 minutes 05 seconds West, along said former Southwesterly
line of Georgia Avenue, 100.00 feet; thence
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6. South 67 degrees 09 minutes 39 seconds West, parallel with aforementioned
interior line of Public Park, 341.21 feet to the first mentioned
Northwesterly line of Florida Avenue (50 feet wide); thence
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<PAGE>
Page 2 of 3
7. North 27 degrees 40 minutes 05 seconds West, along said Northeasterly line of
Florida Avenue, 515.26 feet to the point and place of beginning.
IN compliance with Chapter 157, Laws of 1977 premises herein are known as Lot
156, in Block 43 and Lot 18 in Block 42, on the official tax map of Atlantic
City, New Jersey.
Excepting thereout and therefrom the following property:
EXHIBIT A
ALL THAT CERTAIN lot, tract, or parcel of land and premises situate, in the City
of Atlantic City, County of Atlantic, and State of New Jersey, bounded and
described as follows:
Beginning at the intersection of the Northeasterly line of Florida Avenue (60
feet wide) with the Southeasterly line of Pacific Avenue (60 feet wide), said
beginning point being 10 feet Northeastwardly of the Former Northeasterly line
of Florida Avenue (50 feet wide), and extending thence by N.J.P.C.S. MERIDIAN:
1. North 62 degrees 19 minutes 55 seconds East, along said Southeasterly line of
Pacific Avenue, 365.00 feet to a point to the centerline Georgia Avenue
(vacated); thence
2. South 27 degrees 40 minutes 05 seconds East, along said centerline of Georgia
Avenue, 646.098 feet to the Interior Line of Public Park; thence
3. South 67 degrees 09 minutes 39 seconds West, along said interior line of
Public Park, 25.089 feet to the Southwesterly line of Georgia Avenue (50 feet
wide) (vacated); thence
4. North 27 degrees 40 minutes 05 seconds West, along said Southwesterly line of
Georgia Avenue, 100.00 feet; thence
5. South 67 degrees 09 minutes 39 seconds West, parallel with aforementioned
Interior Line of Public Park, 341.211 feet to
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the first mentioned Northeasterly line of Florida Avenue; thence
6. North 27 degrees 40 minutes 05 seconds West, along said Northeasterly line of
Florida Avenue, 515.263 feet to the point and place of beginning.
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Page 3 of 3
IN compliance with Chapter 157, Laws of 1977 premises herein are known as Lot
156, in Block 43, on the official tax map of Atlantic City, New Jersey.
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<PAGE>
EXHIBIT B
LEGAL DESCRIPTION OF WEST HALL
ALL THAT CERTAIN lot, tract, or parcel of land and premises situate, in the City
of Atlantic City, County of Atlantic, and State of New Jersey, bounded and
described as follows:
Beginning at the intersection of the Northeasterly line of Florida Avenue (60
feet wide) with the Southeasterly line of Pacific Avenue (60 feet wide), said
beginning point being 10 feet Northeastwardly of the Former Northeasterly line
of Florida Avenue (50 feet wide), and extending thence by N.J.P.C.S. MERIDIAN:
1. North 62 degrees 19 minutes 55 seconds East, along said Southeasterly line
of Pacific Avenue, 365.00 feet to a point to the centerline of Georgia Avenue
(vacated); thence
2. South 27 degrees 40 minutes 05 seconds East, along said centerline of Georgia
Avenue, 646.098 feet to the Interior Line of Public Park; thence
3. South 67 degrees 09 minutes 39 seconds West, along said interior line of
Public Park, 25.089 feet to the Southwesterly line of Georgia Avenue (50 feet
wide) (vacated); thence
4. North 27 degrees 40 minutes 05 seconds West, along said Southwesterly line of
Georgia Avenue, 100.00 feet; thence
5. South 67 degrees 09 minutes 39 seconds West, parallel with aforementioned
Interior Line of Public Park, 341.211 feet to the first mentioned
Northeasterly line of Florida Avenue; thence
6. North 27 degrees 40 minutes 05 seconds West, along said Northeasterly line of
Florida Avenue, 515.263 feet to the point and place of beginning.
-109-
<PAGE>
IN compliance with Chapter 157, Laws of 1977 premises herein are known as Lot
156, in Block 43, on the official tax map of Atlantic City, New Jersey.
-110-
<PAGE>
EXHIBIT C
LEGAL DESCRIPTION OF TRUMP REGENCY
Beginning at the intersection of the Interior Line of Park and the Easterly line
of Florida Avenue (60 feet wide) said line of Florida Avenue being 10 feet
Eastwardly at right angles from the former Easterly line of Florida Avenue (50
feet wide); and extending thence
1. North 27 degrees 28 minutes West, in and along the Easterly line of Florida
Avenue (60 feet wide) 100 feet; thence
2. North 67 degrees 21 minutes 44 seconds East and parallel with the interior
Line of Park, 341.21 feet to the former Westerly line of Georgia Avenue (50
feet wide) said Georgia Avenue being vacated; thence
3. South 27 degrees 28 minutes East in and along the former Westerly line of now
vacated Georgia Avenue (50 feet wide) 100 feet to the Interior Line of Park;
thence
4. South 67 degrees 21 minutes 44 seconds West in and along the Interior Line of
Park, 341.21 feet to the place of Beginning.
IN compliance with Chapter 157, Laws of 1977 premises herein are known as Lot
157, in Block 43 as shown on the official tax map of Atlantic City, New Jersey.
-111-
<PAGE>
EXHIBIT D
Page 1 of 2
[LETTERHEAD OF ARTHUR W. PONZIO CO. & ASSOCIATES, INC.]
LEGAL DESCRIPTION OF EASEMENT AREA
EASEMENT FOR PEDESTRIAN BRIDGE CONNECTION BETWEEN THE EAST HALL OF THE
ATLANTIC CITY CONVENTION CENTER, LOCATED ON THE BOARDWALK BETWEEN MISSISSIPPI
AVENUE AND THE FORMER GEORGIA AVENUE (NOW VACATED) AND THE TRUMP REGENCY HOTEL
LOCATED AT FLORIDA AVENUE AND THE BOARDWALK.
ALL that certain lot, tract or parcel of land and premises situate, lying
and being in the City of Atlantic City, County of Atlantic and State of New
Jersey, bounded and described as follows:
BEGINNING at a point in the northerly line of the Atlantic City Boardwalk
(60.00' wide), said point being the westerly property line of the Atlantic City
Convention Center East Hall, said property line being the former easterly line
of Georgia Avenue (50.00' wide) (now vacated) and extending from said beginning
point; thence
(1) South 67(degree) 21' 44" West, in and along the northerly line of the
Atlantic City Boardwalk, a distance of 50.18' to the easterly property line
of the Trump Regency Hotel, being the former westerly line of Georgia Avenue
(now vacated); thence
(2) North 27(degree) 28' 00" West, in and along the easterly line of Trump
Regency Hotel, the former westerly line of Georgia Avenue, a distance of
42.00'; thence
(3) North 67(degree) 21' 44" East, parallel with the Boardwalk, a distance of
50.18' to the westerly wall of the Atlantic City Convention Center East
Hall, the former easterly line of Georgia Avenue (now vacated); thence
(4) South 27(degree) 28' 00" East, in and along the westerly line of the
Atlantic City Convention Center East Hall, the former
-112-
<PAGE>
easterly line of Georgia Avenue (now vacated), a distance of 42.00' to the
point and place of BEGINNING.
CONTAINING an area of 2100 square feet.
-113-
<PAGE>
Page 2 of 2
The bottom of the easement shall be at elevation 20 M.S.L. Datum and the top of
the easement shall be at elevation 65 M.S.L. Datum.
It is understood that there shall be a minimum 8'-0" clearance above the
entrance ramp floor connecting the Boardwalk to the Atlantic City Convention
Center West Hall.
-------------------------
Arthur W. Ponzio, Sr.
Professional Land Surveyor
New Jersey License No. 9343
-114-
<PAGE>
EXHIBIT C
PRELIMINARY PLANS
[Exhibit C in its original form consists of schenatic diagrams of the easement
area and of the front of the East Hall Atlantic City Convention Center]
-115-
<PAGE>
EXHIBIT D
LIST OF PERMITTED ENCUMBRANCES
1. Deed Granting Easement, dated February 17, 1994 by and between the Atlantic
County Improvement Authority, as Grantor, and the New Jersey Sports and
Exposition Authority, as Grantee, recorded in the Atlantic County Clerk's
Office in Deed Book 5615, Page 47 et seq.
-- ---
2. Any and all restrictions contained in the urban renewal plan issued by the
Housing Authority of the City of Atlantic City and recorded in the Atlantic
County Clerk's Office in Miscellaneous Book 12, page 230 and rerecorded in
Miscellaneous Book 13, page 261.
3. Provisions and terms of Ordinance No. 15 of 1982 of the City of Atlantic
City.
4. Terms, provisions and conditions contained in Deed Book 3812, page 229, which
provide for a reversion of title.
5. Terms, provisions and conditions contained in Deed Book 3862, page 210, which
provide for a reversion of title.
6. Terms and conditions set forth in Deed Book 3862, page 198.
7. Estate and interest of ACFH, Inc. under Assignment of Sublease recorded in
Deed Book 5365, page 273, and subject to the terms and conditions contained
in Sublease recorded in Deed Book 3338, page 98 and as amended by Agreement
recorded in Deed Book 3338, page 130 and terms and conditions contained in
Deed Book 4928, page 33 and Deed Book 5365, page 273.
8. Air rights of Magnum Associates and Magnum Associates II over a portion of
Mississippi Avenue as granted by the City of Atlantic City in Deed Book 3685,
page 110 and subject to the terms and conditions contained therein, which
provide for a reversion of title. Magnum Associates II Quitclaimed its
rights to Magnum Associates by Deed Book 3701, page 37.
-116-
<PAGE>
9. Air Rights of Plaza Hotel Management Company over a portion of Mississippi
Avenue as granted by the City of Atlantic City by Deed Book 3685, page 105
and subject to the terms and conditions contained therein, which provide for
a reversion of title.
10. Air Rights of S.S.G. Enterprises over a portion of Mississippi Avenue as
granted by the City of Atlantic City by Deed Book 3685, page 115 and subject
to the terms and conditions contained therein, which provide for a reversion
of title.
11. Easement over a portion of Mississippi Avenue of Plaza Hotel Management
Company, as granted in Deed Book 3693, page 56.
12. Easement over a portion of Mississippi Avenue of S.S.G. Enterprises as
granted in Deed Book 3693, page 64.
13. Easement of Magnum Associates and Magnum Associates II over a portion of
Mississippi Avenue, as granted in Deed Book 3693, page 60. Magnum
Associates II Quitclaimed its interest to Magnum Associates by Deed Book
3701, page 36.
14. Covenants, terms and conditions contained in Ordinance No. 35 of 1981 and
Ordinance No. 17 of 1982 of the City of Atlantic City recorded in Deed Book
3700, page 337.
15. Air Rights of Plaza Hotel Management Company over a portion of Mississippi
Avenue as granted by the City of Atlantic City by Deed Book 3701, page 13
and subject to the terms and conditions contained therein, which provide for
a reversion of title.
16. Air Rights of S.S.G. Enterprises over a portion of Mississippi Avenue as
granted by the City of Atlantic City by Deed Book 3701, page 17 and subject
to the terms and conditions contained therein, which provide for a reversion
of title.
17. Air Rights of Magnum Associates over a portion of Mississippi Avenue as
granted by the City of Atlantic City by Deed Book 3701, page 21 and subject
to the terms and
-117-
<PAGE>
conditions contained therein, which provide for a reversion of title.
18. Easement over a portion of Mississippi Avenue of Plaza Hotel Management
Company as granted in Deed Book 3701, page 25.
19. Easement over a portion of Mississippi Avenue of S.S.G. Enterprises as
granted in Deed Book 3701, page 29.
20. Easement over a portion of Mississippi Avenue of Magnum Associates as
granted in Deed Book 3701, page 33.
21. Corrective Easement over a portion of Mississippi Avenue of Plaza Hotel
Management Company as granted in Deed Book 3827, page 321.
-118-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet, income statement, cashflow, and capital statement of Trump Plaza
Funding, Inc. and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000791445
<NAME> TRUMP PLAZA FUNDING INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 2
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,469
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 340,625
<CURRENT-LIABILITIES> 10,467
<BONDS> 326,334
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 340,623
<SALES> 0
<TOTAL-REVENUES> 9,072
<CGS> 0
<TOTAL-COSTS> 0 <F1>
<OTHER-EXPENSES> 0 <F2>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,072
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0.0
<EPS-DILUTED> 0.0
<FN>
<F1> Includes gaming, lodging, food & beverage and other
<F2> Includes general & administration, and depreciation & amortization
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet, income statement, cashflow, and capital statement of Trump Plaza Holding
Associates and Trump Plaza Associates and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000897729
<NAME> TRUMP PLAZA HOLDING ASSOCIATES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 19,125
<SECURITIES> 0
<RECEIVABLES> 15,535
<ALLOWANCES> 8,617
<INVENTORY> 3,535
<CURRENT-ASSETS> 33,164
<PP&E> 443,365
<DEPRECIATION> 141,657
<TOTAL-ASSETS> 386,712
<CURRENT-LIABILITIES> 43,074
<BONDS> 405,786
<COMMON> 0
0
0
<OTHER-SE> (66,123)
<TOTAL-LIABILITY-AND-EQUITY> 386,712
<SALES> 74,103
<TOTAL-REVENUES> 81,660
<CGS> 0
<TOTAL-COSTS> 42,747 <F1>
<OTHER-EXPENSES> 20,842 <F2>
<LOSS-PROVISION> 330
<INTEREST-EXPENSE> 12,527
<INCOME-PRETAX> (2,749)
<INCOME-TAX> (206)
<INCOME-CONTINUING> (2,543)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,543)
<EPS-PRIMARY> 0.0
<EPS-DILUTED> 0.0
<FN>
<F1> Includes gaming, lodging, food & beverage and other
<F2> Includes general & administration, and depreciation & amortization
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet, income statement, cashflow, and capital statement of Trump Plaza Holding
Associates and Trump Plaza Associates and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000791446
<NAME> TRUMP PLAZA ASSOCIATES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 19,123
<SECURITIES> 0
<RECEIVABLES> 15,535
<ALLOWANCES> 8,617
<INVENTORY> 3,535
<CURRENT-ASSETS> 22,695
<PP&E> 443,365
<DEPRECIATION> 141,655
<TOTAL-ASSETS> 383,876
<CURRENT-LIABILITIES> 43,074
<BONDS> 326,334
<COMMON> 0
0
0
<OTHER-SE> 9,945
<TOTAL-LIABILITY-AND-EQUITY> 383,876
<SALES> 74,103
<TOTAL-REVENUES> 81,660
<CGS> 0
<TOTAL-COSTS> 42,747 <F1>
<OTHER-EXPENSES> 20,842 <F2>
<LOSS-PROVISION> 330
<INTEREST-EXPENSE> 9,767
<INCOME-PRETAX> 16
<INCOME-TAX> (43)
<INCOME-CONTINUING> (27)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27)
<EPS-PRIMARY> 0.0
<EPS-DILUTED> 0.0
<FN>
<F1> Includes gaming, lodging, food & beverage and other
<F2> Includes general & administration, and depreciation & amortization
</FN>
</TABLE>
