THIRD AMENDED AND RESTATED PARTNERSHIP
AGREEMENT OF TRUMP PLAZA ASSOCIATES
THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT made this 17th day of
April, 1996 by and between TRUMP PLAZA FUNDING, INC., a New Jersey corporation
("Funding"), as withdrawing partner, TRUMP ATLANTIC CITY ASSOCIATES, a New
Jersey general partnership having an address at Mississippi Avenue and The
Boardwalk, Atlantic City, New Jersey 08401 ("Trump AC"), and TRUMP ATLANTIC CITY
CORPORATION, a corporation organized under the laws of the State of Delaware
having an address at 1000 The Boardwalk, Atlantic City, New Jersey 08401
("TACC"). Trump AC and TACC are sometimes hereinafter individually referred to
as a "Partner" and collectively as "Partners."
WITNESSETH:
WHEREAS, Donald J. Trump ("Trump") and another entity, as general partners,
formed Trump Plaza Associates (the "Partnership") by entering into the Amended
and Restated Partnership Agreement of the Partnership under the laws of the
State of New Jersey on May 16, 1986, and amended such agreement on December 14,
1988, March 31, 1989 and August 8, 1990 (such Amended and Restated Partnership
Agreement, as so amended, is referred to herein as the "Original Agreement");
and
WHEREAS, pursuant to a plan of reorganization, the Partnership admitted
Funding as a Partner (in substitution of other partners) and TP/GP Corp., a New
Jersey corporation ("TP/GP"), as a general partner and TP/GP, Trump and Funding
amended and restated in its entirety the Original Agreement in an Amended and
Restated Partnership Agreement dated as of May 29, 1992, which set forth their
respective rights and obligations in connection with the Partnership (the "Prior
Agreement"); and
WHEREAS, in connection with a refinancing, TP/GP was merged with and into
Funding and Trump contributed and assigned his entire right, title and interest
in the Partnership to Trump AC and Funding and Trump AC amended and restated in
its entirety the Prior Agreement in a Second and Amended Restated partnership
Agreement dated as of June 24, 1993, which set forth their respective rights and
obligations in connection with the Partnership (the "Current Agreement"); and
WHEREAS, Funding has contributed and assigned its entire right, title and
interest in the Partnership to TACC and TACC desires to be substituted as a
general partner of the Partnership in lieu of Funding to the full extent of the
interest so assigned; and
WHEREAS, TACC and Trump AC desire to set forth their respective rights and
obligations as Partners of the Partnership;
NOW, THEREFORE, TACC and Trump AC agree that the Current Agreement is
hereby amended and restated in its entirety effective as of the date hereof and
that the Partnership is hereby continued as a general partnership on the terms
and conditions set forth herein, and further agree as follows:
1. Definitions.
1 Certain Definitions.
In addition to the other terms defined elsewhere herein, the following
terms shall have the respective meanings set forth below:
"Accountants" means the national firm or firms of independent
certified public accountants selected by the Managing General Partner on
behalf of the Partnership to audit the books and records of the Partnership
and to prepare statements and reports in connection therewith, which
initially shall be Arthur Andersen LLP.
"Affiliate" means, with respect to any Person, any Person that
directly or indirectly through one or more intermediaries controls or is
controlled by or under common control with the specified Person.
"Bankruptcy" means, with respect to any Person, (i) the commencement
by such Person of any petition, case or proceeding seeking relief under any
provision or chapter of the federal bankruptcy code or any other federal or
state law relating to insolvency, bankruptcy or reorganization, (ii) an
adjudication that such Person is insolvent or bankrupt, (iii) the entry of
an order for relief under the federal bankruptcy code with respect to such
Person, (iv) the filing of any such petition or the commencement of any
such case or proceeding against such Person, unless such petition and the
case or proceeding initiated thereby are dismissed within ninety (90) days
from the date of such filing or (v) the filing of an answer by such Person
admitting the allegations of any such petition.
"Business Day" means a day other than a Saturday or Sunday or other
day on which banks are authorized or required by law to close in the City
of New York.
"Capital Account," when used with respect to a Partner, means an
amount equal to (a) the aggregate of (i) the initial amount credited to the
Capital Account of such Partner as reflected in Article 8 hereof, (ii) all
other voluntary capital contributions to the Partnership made or deemed to
be made by such Partner pursuant to this Agreement, (iii) all Net Income
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and other items of income credited to the account of such Partner pursuant
to Article 9 and (iv) any additional amount resulting from the acquisition
of additional Partnership Interests, minus (b) the aggregate of (i) all Net
Losses and deductions charged to the account of such Partner pursuant to
Article 9 hereof, (ii) all distributions and (iii) any reduction in such
amount due to the transfer of a Partnership Interest. The Capital Accounts
shall be maintained in accordance with the regulations under Section 704(b)
and (c) of the Code. If a Partner is a Transferee, its Capital Account
derived from the transferor shall initially be deemed to be the product of
(x) a fraction, the numerator of which shall be the Percentage Interest
transferred to such Transferee and the denominator of which shall be the
Percentage Interest immediately prior to such transfer of the Partner
making such transfer, and (y) the Capital Account of the Partner making
such transfer immediately prior to such transfer. The Capital Account of a
Partner transferring a Partnership Interest to a Transferee shall be
reduced by the amount of its Capital Account which such Transferee is
initially deemed to have acquired.
"Capital Contribution" means, with respect to any Partner, the amount
of money and the initial Gross Asset Value of any Contributed Property (net
of liabilities to which such property is subject) set forth in Article 8,
as such Article 8 will be amended from time to time to reflect the amount
of money and the Gross Asset Value of any Contributed Property received by
the Partnership pursuant to any additional Capital Contribution.
"Casino Control Act" means the New Jersey Casino Control Act and the
regulations thereunder.
"Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time, as interpreted by the applicable regulations
thereunder. Any reference herein to a specific section or sections of the
Code shall be deemed to include a reference to any corresponding provision
of future law.
"Commission" means the New Jersey Casino Control Commission.
"Contributed Property" shall mean any property or asset, in such form
as may be permitted by the New Jersey Uniform Partnership Law, but
excluding cash, contributed or deemed contributed to the Partnership with
respect to the Partnership Interest held by each Partner.
"Depreciation" means, with respect to any asset of the Partnership for
any fiscal year or other period, the depreciation or amortization, as the
case may be, allowed or allowable for federal income tax purposes in
respect of such asset for such fiscal year or other period; provided,
however, that if there is a difference between the Gross Asset Value and
the adjusted tax basis of such asset, Depreciation shall mean "book
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depreciation, depletion or amortization" as determined under Section
1.704-1(b)(2) (iv)(g)(3) of the Regulations.
"Entity" shall mean any general partnership, limited partnership,
limited liability company, corporation, joint venture, trust, business
trust, real estate investment trust, association or other entity.
"Fair Market Value" means (i) in the case of any security, its current
market price and (ii) in the case of any property or Indebtedness that is
not a security, the fair market value of such property or Indebtedness as
determined in good faith by the Managing General Partner.
"Gross Asset Value" means, with respect to any asset of the
Partnership, such asset's adjusted basis for federal income tax purposes,
except as follows:
(a) the initial Gross Asset Value of any asset contributed by a
Partner to the Partnership shall be (i) in the case of any asset
described in Article 8, the gross fair market value ascribed thereto
in Article 8 and (ii) in the case of any other asset hereafter
contributed by a Partner, the gross Fair Market Value of such asset at
the time of its contribution;
(b) the Gross Asset Values of all Partnership assets shall be
adjusted to equal their respective gross Fair Market Values:
(i) immediately prior to a Capital Contribution (other than
a de minimis Capital Contribution) to the Partnership by a new or
existing Partner as consideration for a Partnership Interest;
(ii) immediately prior to the distribution by the
Partnership to a Partner of more than a de minimis amount of
Partnership property as consideration for the redemption of a
Partnership Interest;
(iii) immediately prior to the liquidation of the
Partnership within the meaning of Section 1.704-1(b)(2) (ii)(g)
of the Regulations; and
(iv) upon any other event as to which the Managing General
Partner reasonably determines that an adjustment is necessary or
appropriate to reflect the relative economic interests of the
Partners;
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(c) the Gross Asset Values of Partnership assets distributed to any
Partner shall be the gross Fair Market Values of such assets as of the date
of distribution; and
(d) the Gross Asset Values of Partnership assets shall be increased
(or decreased) to reflect any adjustments to the adjusted basis of such
assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the
extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations;
provided, however, that Gross Asset Values shall not be adjusted pursuant
to this paragraph to the extent that the Managing General Partner
reasonably determines that an adjustment pursuant to paragraph (b) above is
necessary or appropriate in connection with a transaction that would
otherwise result in an adjustment pursuant to this paragraph (d).
At all times, Gross Asset Values shall be adjusted by any Depreciation taken
into account with respect to the Partnership's assets for purposes of computing
Net Income and Net Loss. Any adjustment to the Gross Asset Values of Partnership
property shall require an adjustment to the Partners' Capital Accounts; as for
the manner in which such adjustments are allocated to the Capital Accounts, see
clause (c) of the definition of Net Income and Net Loss in the case of
adjustment by Depreciation, and clause (d) of said definition in all other
cases.
"Indebtedness" means any obligation, whether or not contingent,
(i) in respect of borrowed money or evidenced by bonds, notes,
debentures or similar instruments, (ii) representing the balance
deferred and unpaid of the purchase price of any property (including
pursuant to capital leases), except any such balance that constitutes
an accrued expense or a trade payable, if and to the extent any of the
foregoing indebtedness would appear as a liability upon a balance
sheet prepared on a consolidated basis in accordance with GAAP, (iii)
to the extent not otherwise included, obligations under interest rate
exchange, currency exchange, swaps, futures or similar agreements, and
(iv) guaranties (other than endorsements for collection or deposit in
the ordinary course of business), direct or indirect, in any manner
(including, without limitation, reimbursement agreements in respect of
letters of credit), of all or any part of any Indebtedness of any
third party.
"Net Income" or "Net Loss" means, for each fiscal year or other
applicable period, an amount equal to the Partnership's net income or
loss for such year or period as determined for federal income tax
purposes by the Accountants, determined in accordance with Section
703(a) of the Code (for this purpose, all items of income, gain, loss
or deduction required to be stated separately pursuant to Section
703(a) of the Code shall be included in taxable income or loss), with
the following adjustments: (a) by including as an item of gross income
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any tax-exempt income received by the Partnership; (b) by treating as
a deductible expense any expenditure of the Partnership described in
Section 705(a)(2)(B) of the Code (including amounts paid or incurred
to organize the Partnership (unless an election is made pursuant to
Code Section 709(b)) or to promote the sale of interests in the
Partnership and by treating deductions for any losses incurred in
connection with the sale or exchange of Partnership property
disallowed pursuant to Section 267(a)(1) or Section 707(b) of the Code
as expenditures described in Section 705(a)(2)(B) of the Code); (c) in
lieu of depreciation, depletion, amortization and other cost recovery
deductions taken into account in computing total income or loss, there
shall be taken into account Depreciation; (d) gain or loss resulting
from any disposition of Partnership property with respect to which
gain or loss is recognized for federal income tax purposes shall be
computed by reference to the Gross Asset Value of such property rather
than its adjusted tax basis; (e) in the event of an adjustment of the
Gross Asset Value of any Partnership asset which requires that the
Capital Accounts of the Partnership be adjusted pursuant to Regulation
Section 1.704-1(b)(2)(iv)(e), (f) and (m), the amount of such
adjustment is to be taken into account as additional Net Income or Net
Loss pursuant to Section 9.1; and (f) excluding any items specially
allocated pursuant to Section 9.2. Once an item of income, gain, loss
or deduction has been included in the initial computation of Net
Income or Net Loss and is subjected to the special allocation rules in
Section 9.2, Net Income and Net Loss shall be computed without regard
to such item.
"Nonrecourse Deductions" shall have the meaning set forth in
Sections 1.704-2(b)(1) and (c) of the Regulations.
"Nonrecourse Liabilities" shall have the meaning set forth in
Section 1.704-2(b)(3) of the Regulations.
"Partner" means each of TACC and Trump AC or any Transferee
thereof that becomes substituted as a Partner in accordance herewith
or any Person who is a partner of the Partnership at the time of
reference thereto.
"Partner Nonrecourse Debt" shall have the meaning set forth in
Section 1.704-2(b)(4) of the Regulations.
"Partner Nonrecourse Deductions" shall have the meaning set forth
in Section 1.704-2(i)(2) of the Regulations.
"Partnership Interest" means any interest of TACC or Trump AC or
any Transferee in the Partnership, including the right of such Partner
to benefits to which it may be entitled under, and the obligations of
such Partner to comply with, all the terms and provisions of this
Agreement.
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"Partnership Minimum Gain" shall have the meaning set forth in
Section 1.704-2(b)(2) of the Regulations.
"Percentage Interest" means, with respect to any Partner, the
percentage ownership interest of such Partner in such items of the
Partnership as to which the term "Percentage Interests" is applied in
this Agreement, initially 1% for TACC and 99% for Trump AC, subject to
appropriate adjustment in accordance with the provisions hereof.
"Person" means any natural person or Entity.
"Pledge Agreements" means, collectively, the pledge agreement (1)
dated April 17, 1996 from Trump AC, as pledgor, to First Bank National
Association, as trustee, and (2) dated April 17, 1996 from TACC, as
pledgor, to First Bank National Association, as trustee, in each case
securing the Senior Secured Notes due 2005 of Trump Hotels & Casino Resorts
Holdings, L.P. and Trump Hotels & Casino Resorts Funding, Inc., as joint
obligors.
"Regulations" shall mean the income tax regulations promulgated under
the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
"Tax Amounts" with respect to any year means an amount no greater than
(a) the higher of (i) the product of (A) the taxable income of the
Partnership (computed as if the Partnership were an individual taxpayer)
for such year as determined in good faith by the Managing Partner and (B)
the Tax Percentage and (ii) the product of (A) the alternative minimum
taxable income (computed as if the Partnership were an individual taxpayer)
attributable to the Partnership for such year as determined in good faith
by the Managing Partner and (B) the Tax Percentage, reduced by (b) to the
extent not previously taken into account, any income tax benefit
attributable to the Partnership which could be realized (without regard to
the actual realization) by its Partners in the current or any prior taxable
year, or portion thereof, commencing on the date of this Partnership
Agreement (including any tax losses or tax credits), computed at the
applicable Tax Percentage for the year that such benefit is taken into
account for purposes of this computation. Any part of the Tax Amount not
distributed in respect of a tax period for which it is calculated shall be
available for distribution in subsequent tax periods.
"Tax Distribution" shall mean distributions by the Partnership
pursuant to Section 10.2 hereof.
"Tax Items" shall have the meaning set forth in Section 9.3(a).
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"Tax Payment Loan" shall have the meaning set forth in Section 10.4(a)
hereof.
"Tax Percentage" means the highest, aggregate effective marginal rate
of Federal, state and local income tax or, when applicable, alternative
minimum tax, to which any Partner would be subject in the relevant year of
determination (as certified to the Managing General Partner by the
Accountants); provided, however, that in no event shall the Tax Percentage
be greater than the sum of (x) the highest, aggregate effective marginal
rate of Federal, state, and local income tax, or when applicable,
alternative minimum tax, to which the Partnership would have been subject
if it were a C corporation for Federal income tax purposes, and (y) 5
percentage points. If any Partner is an S corporation, partnership, or
similar pass-through entity for Federal income tax purposes, the Tax
Percentage shall be computed based upon the tax rates applicable to the
ultimate shareholder or partner of such Partner, as the case may be.
"Transferee" means each Person who pursuant to Article 11 hereof or
otherwise acquires a Partnership Interest from a Partner or a Transferee
thereof.
"Withholding Tax Act" shall have the meaning set forth in Section
10.4(a) hereof.
2 Accounting Terms and Determinations. All references in this
Agreement to "generally accepted accounting principles" or "GAAP" shall mean
generally accepted accounting principles in effect in the United States of
America at the time of application thereof. Unless otherwise specified herein,
all accounting terms used herein shall be interpreted, all determinations with
respect to accounting matters hereunder shall be made, and all financial
statements and certificates and reports as to financial matters required to be
furnished hereunder shall be prepared, in accordance with generally accepted
accounting principles, applied on a consistent basis.
2. Name. The name of the Partnership is Trump Plaza Associates.
3. Purpose. The character of the Partnership's business is (i) to own and
operate Trump Plaza Hotel and Casino in Atlantic City, New Jersey and conduct
casino gaming, and (ii) to do all things necessary, incidental, desirable or
appropriate in connection with the foregoing.
4. Place of Business. The principal place of business of the Partnership in
the State of New Jersey shall be Mississippi Avenue and The Boardwalk, Atlantic
City, New Jersey 08401.
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5. Partners.
(a) The names and addresses of the Partners in the Partnership prior to
giving effect to the amendments and restatement contained herein were:
Trump Plaza Funding, Inc.
Mississippi Avenue and The Boardwalk
Atlantic City, New Jersey 08401
Trump Atlantic City Associates
Mississippi Avenue and The Boardwalk
Atlantic City, New Jersey 08401
(b) The names and addresses of the Partners in the Partnership after giving
effect to the amendments and restatement contained herein will be:
Trump Atlantic City Associates Trump Atlantic City Corporation
Mississippi Avenue and 1000 The Boardwalk
The Boardwalk Atlantic City, N.J. 08401
Atlantic City, N.J. 08401
6. Managing General Partner. All decisions affecting the business and
affairs of the Partnership, including, but not limited to the financing,
refinancing, sale, management or leasing of any Partnership property, or any
part thereof, the acquisition, development, financing, sale or leasing of other
property and all matters arising under this Agreement may be decided by either
Partner acting on behalf of the Partnership. Notwithstanding the foregoing,
Trump AC shall have the rights of the Managing General Partner as set forth
herein.
7. Term. The term for which the Partnership is to exist is to the close of
business on the 31st day of December, 2035, unless sooner terminated pursuant to
Section 13.1 hereof.
8. Capital Accounts. The capital account as of the date of this Agreement
of each Partner is as follows:
Trump AC $____________
TACC $____________
No interest shall be paid by the Partnership on balances in Capital Accounts nor
shall any other funds be distributed or distributable, except as provided in
this Agreement.
9. Allocations and Other Tax and Accounting Matters. The Net Income, Net
Loss and/or other Partnership items shall be allocated as follows:
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1 Allocations of Net Income and Net Loss.
(a) Net Income. Except as otherwise provided herein, Net Income for any
fiscal year or other applicable period shall be allocated in the following order
and priority:
(i) First, to the Partners, until the cumulative Net Income allocated
pursuant to this subparagraph (a)(i) for the current and all prior periods
equals the cumulative Net Loss allocated pursuant to subparagraph (b) (ii)
hereof for all prior periods, among the Partners in the reverse order that
such Net Loss was allocated to the Permitted Partners pursuant to
subparagraph (b)(ii) hereof.
(ii) Thereafter, the balance of the Net Income, if any, shall be
allocated to the Partners in accordance with their respective Percentage
Interests.
(b) Net Loss. Except as otherwise provided herein, Net Loss of the
Partnership for each fiscal year or other applicable period shall be allocated
to the Partners in accordance with their respective Percentage Interests.
2 Special Allocations. Notwithstanding any provisions of Section 9.1, the
following special allocations shall be made, to the least extent necessary to
satisfy section 704(b) of the Code and the Regulations promulgated thereunder,
in the following order:
(a) Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net
decrease in Partnership Minimum Gain for any Partnership fiscal year (except as
a result of conversion or refinancing of Partnership Indebtedness, certain
capital contributions or revaluation of the Partnership property as further
outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner
shall be specially allocated items of Partnership income and gain for such year
(and, if necessary, subsequent years) in an amount equal to that Partner's share
of the net decrease in Partnership Minimum Gain. The items to be so allocated
shall be determined in accordance with Regulation Section 1.704-2(f)(6). This
paragraph (a) is intended to comply with the minimum gain chargeback requirement
in said section of the Regulations and shall be interpreted consistently
therewith. Allocations pursuant to those paragraph (a) shall be made in
proportion to the respective amounts required to be allocated to each partner
pursuant hereto.
(b) Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a
net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any
fiscal year (other than due to the conversion, refinancing or other change in
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the debt instrument causing it to become partially or wholly nonrecourse,
certain capital contributions, or certain revaluations of Partnership property
(as further outlined in Regulation Section 1.704-2(i)(4)), each Partner shall be
specially allocated items of Partnership in come and gain for such year (and, if
necessary, subsequent years) in an amount equal to the Partner's share of the
net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The
items to be so allocated shall be determined in accordance with Regulation
Section 1.704-2(i)(4) and (j)(2). This paragraph (b) is intended to comply with
the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt
contained in said section of the Regulations and shall be interpreted
consistently therewith. Allocations pursuant to this paragraph (b) shall be made
in proportion to the respective amounts required to be allocated to each Partner
pursuant hereto.
(c) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or
other applicable period shall be allocated to the Partners in accordance with
their respective Percentage Interests.
(d) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any
fiscal year or other applicable period shall be specially allocated to the
Partner that bears the economic risk of loss for the debt (i.e., the Partner
Nonrecourse Debt) in respect of which such Partner Nonrecourse Deductions are
attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(1)).
(e) Additional Allocations. Notwithstanding the foregoing, if, upon final
dissolution and termination of the Partnership and after taking into account all
allocations of Net Income and Net Loss (and other Tax Items) under this Section
9, the distributions to be made in accordance with the positive Capital Account
balances would result in a distribution that would be different from a
distribution under Section 10.3 hereof, then gross items of income and gain (and
other Tax Items) for the taxable year of the final dissolution and termination
(and, to the extent permitted under Section 761(c) of the Code, gross items of
income and gain (and other Tax Items) for the immediately preceding taxable
year) shall be allocated to the Partners to increase or decrease their Capital
Account balances, as the case may be, so that the final distribution will occur
in the same manner as a distribution under Section 10.3 hereof.
3 Tax Allocations.
(a) Generally. Subject to paragraphs (b) and (c) hereof, items of income,
gain, loss, deduction and credit to be allocated for income tax purposes
(collectively, "Tax Items") shall be allocated among the Partners on the same
basis as their respective book items.
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(b) Sections 1245/1250 Recapture. If any portion of gain from the sale of
property is treated as gain which is ordinary income by virtue of the
application of Code Sections 1245 or 1250 ("Affected Gain"), except to the
extent that the tax treatment of such sale is governed by Section 704(c) of the
Code as provided under Section 9.3(c) hereof, then (i) such Affected Gain, to
the extent attributable to depreciation or amortization allowed or allowable for
any taxable period subsequent to the date hereof, shall be allocated among the
Partners in the same proportion that the depreciation and amortization
deductions giving rise to the Affected Gain were allocated and (ii) other Tax
Items of gain of the same character that would have been recognized, but for the
application of Code Sections 1245 and/or 1250, shall be allocated away from
those Partners who are allocated Affected Gain pursuant to clause (i) so that,
to the extent possible, the other Partners are allocated the same amount, and
type, of capital gain that would have been allocated to them had Code Sections
1245 and/or 1250 not applied. For purposes hereof, in order to determine the
proportionate allocations of depreciation and amortization deductions for each
fiscal year or other applicable period, such deductions shall be deemed
allocated on the same basis as Net Income or Net Loss for such respective
period.
(c) Allocations Respecting Section 704(c). Property contributed to the
Partnership shall be subject to Section 704(c) of the Code and Regulation
Section 1.704-3 so that notwithstanding Section 9.2 hereof, taxable gain and
loss from disposition of such property contributed to the Partnership that is
subject to Section 704(c) of the Code shall be allocated on a property by
property basis in accordance with the Regulations promulgated thereunder.
Notwithstanding the foregoing, tax depreciation and amortization with respect to
property contributed pursuant to the Contribution Agreement between Donald J.
Trump and Trump Hotels & Casino Resorts Holdings L.P. ("THCR Holdings"), dated
as of June 12, 1995, shall be allocated on an aggregate basis for the purposes
of complying with the requirements of Section 704(c) of the Code, taking into
account, for any particular taxable year for which such allocation is made, the
aggregate amount of depreciation and amortization allowable with respect to the
aggregate basis of all such properties determined as of the date of contribution
(and not taking into account (i) any increase in the basis of such properties
resulting from improvements thereon made subsequent to the date of contribution
or (ii) any additional basis resulting from any new property purchased by any of
THCR Holdings, the Partnership or Trump AC in a taxable transaction subsequent
to the date of contribution; provided, however, that the Managing General
Partner shall not specially allocate any Tax Items (other than items of
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depreciation and amortization referred to in this Section 9.3(c)) to cure for
the effect of the ceiling rule set forth in Regulation Section 1.704-3(b).
4 Books of Account. At all times during the continuance of the Partnership,
the Managing General Partner shall maintain or cause to be maintained full,
true, complete and correct books of account in accordance with GAAP, using the
calendar year as the fiscal and taxable year of the Partnership. In addition,
the Partnership shall keep all records required to be kept pursuant to the New
Jersey Uniform Partnership Law.
5 Tax Certifications.
(a) The Partnership shall deliver to each Partner, from time to time as
necessary to implement timely the provisions of this Agreement, certificates
executed by its chief financial officer and the Accountants indicating the
respective calculations with respect to, and the amounts of, a Partner's share
of Tax Distributions and the amount of any repayments to the Partnership called
for thereunder, together with supporting schedules in reasonable detail all as
of each pertinent date and delivered at least 15 business days prior to the date
payment is due.
(b) The certificates delivered pursuant to paragraph (a) thereof shall be
deemed approved by all parties and the Partnership shall act upon such
certificate as provided in this Agreement unless within five business days of
delivery of such certificate a Partner objects to the contents of any
certificate by written notice in detail sufficient to state the basis for the
objection. The Partners shall negotiate in good faith to resolve such objection.
10. Distributions.
1 General. Distributions of cash or property may be made in accordance
herewith at such times as the Managing Partner deems appropriate in the order
provided in this Article 10, subject to the limitations, if any, set forth in
the agreements governing the Partnership's Indebtedness.
2 Distributions for Taxes.
(a) The Partnership shall distribute to each Partner in one or more
payments, including payments described in paragraph (b) from time to time during
each year, but in no event later than March 1 of the year immediately following
such year, an aggregate cash sum equal to the product of (i) Tax Amounts in
respect of the taxable year, or portion thereof, for which such distribution is
being made and (ii) the Partner's Percentage Interest. In addition, the
Partnership shall make additional pro rata distributions as are necessary to
reflect adjustments, as determined in good faith by the Managing General
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Partner, to any item affecting Tax Amounts, as reflected on the Partnership's
tax return, as it may be amended from time to time, or as a result of a
concluded tax audit.
(b) In addition to the certificates required by Section 9.5, the
Partnership shall furnish the Partners with such information as they shall
reasonably request from time to time respecting estimates of the Partnership's
taxable income or loss (and items thereof) for any fiscal year or portion
thereof. If, in any year, any Partner shall be required to make federal, state
or local estimated income tax payments under applicable law and regulations,
then, at least thirty (30) days prior to the date (the "Estimated Payment Date")
upon which any such payments are due, the Partnership shall deliver to each
Partner the certificates required by Section 9.5, indicating the amount (the
"Estimated Payment") of the tax in respect of the respective Tax Amounts due on
the Estimated Payment Date, and not later than fifteen (15) days prior to such
Estimated Payment Date, the Partnership shall pay to such Partner an amount
equal to such Estimated Payment. The amount of each Estimated Payment received
by such Partner shall be treated as a non-interest bearing advance against the
amounts distributable in respect of such Partner's pro rata share of Tax Amounts
to such Partner for such year. If the aggregate amount of the Estimated Payments
received by a Partner for any year shall exceed the distribution to which such
Partner actually is entitled under paragraph (a) above, such Partner shall
forthwith repay such excess to the Partnership on or before the date set forth
in paragraph (a) above, unless such excess shall have been paid to taxing
authorities in which event such excess shall be applied to reduce the amount
otherwise distributable pursuant to this Section 10.2 in respect of the
Partnership's next succeeding fiscal year or years. Each Partner shall seek, to
the extent entitled thereto, and contribute to the Partnership any refund of
taxes paid by such Partner out of amounts distributed pursuant to this Section
10.2 promptly after receipt of such refund.
3 Other Distributions. After payments and distributions, if any, of the
amounts set forth in Section 10.2 above, the Partnership may distribute, in the
discretion of the Managing General Partner, cash or other property, valued at
its Fair Market Value, to the Partners pro rata.
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4 Withholding Payments Required by Law.
(a) Unless treated as a Tax Payment Loan (as hereinafter defined), any
amount paid by the Partnership for or with respect to any Partner on account of
any withholding tax or other tax payable with respect to the income, profits or
distributions of the Partnership to the Code, the Regulations, or any state or
local statute, regulation or ordinance requiring such payment (a "Withholding
Tax Act") shall be treated as a distribution to such Partner for all purposes of
this Agreement, consistent with the character or source of the income, profits
or cash which gave rise to the payment or withholding obligation. To the extent
that the amount required to be remitted by the Partnership under the Withholding
Tax Act exceeds the amount then otherwise distributable to such Partner, unless
and to the extent that funds shall have been provided by such Partner pursuant
to the last sentence of this Section 10.4(a), the excess shall constitute a loan
from the Partnership to such Partner (a "Tax Payment Loan") which shall be
payable upon demand and shall bear interest, from the date that the Partnership
makes the payment to the relevant taxing authority, at the rate announced from
time to time by Citibank, N.A. (or any successor thereto) as its "prime rate",
compounded monthly (but in no event higher that the highest interest rate
permitted by applicable law). So long as any Tax Payment Loan to any Partner or
the interest thereon remains unpaid, the Partnership shall make future
distributions due to such Partner under this Agreement by applying the amount of
any such distributions first to the payment of any unpaid interest on such Tax
Payment Loan and then to the repayment of the principal thereof, and no such
future distributions shall be paid to such Partner until all of such principal
and interest has been paid in full. If the amount required to be remitted by the
Partnership under the Withholding Tax Act exceeds the amount then otherwise
distributable to a Partner, the Partnership shall notify such Partner at least
five (5) Business Days in advance of the date upon which the Partnership would
be required to make a Tax Payment Loan under this Section 10.4(a) (the "Tax
Payment Loan Date") and provide such Partner the opportunity to pay to the
Partnership, on or before the Tax Payment Loan Date, all or a portion of such
deficit.
(b) The Managing General Partner shall have the authority to take all
actions necessary to enable the Partnership to comply with the provision of any
Withholding Tax Act applicable to the Partnership and to carry out the
provisions of this Section 10.4. Nothing in this Section 10.4 shall create any
obligation on the Managing General Partner to advance funds to the Partnership
or to borrow funds from third parties in order to make any payments on account
of any liability of the Partnership under a Withholding Tax Act.
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(c) In the event that a Tax Payment Loan is not paid by a Partner within
thirty (30) days after written demand therefor is made by the Managing General
Partner, the Managaing General Partner may cause all distributions that would
otherwise be made to such Partner to be retained by the Partnership, up to the
amount necessary to repay such Tax Payment Loan, including all accrued and
unpaid interest thereon, and such retained distributions shall be applied
against, first, the accrued interest on and, second, the principal of, such Tax
Payment Loan.
5 Non-Recourse. Notwithstanding any other provisions of this Agreement, the
obligations to make distributions contemplated hereby shall be limited to the
assets of the Partnership and shall be non-recourse with respect to the Partners
and any of their assets.
11. Transfers and Withdrawal.
1 Sale and Transfer of Partnership Interests. No Partnership Interest or
any portion thereof may be sold or otherwise transferred, whether by gift,
pledge, by operation of law or otherwise, including any transfer upon
liquidation and dissolution (but excluding all transfers upon or by reason of
death), unless (x) the transfer and the Transferee are approved in advance by
all the Partners, except with respect to any transfer resulting from exercise of
any rights under the Pledge Agreements, (y) the transfer and the Transferee are
approved by the Commission and (z) the Transferee becomes a party to this
Agreement and assumes all of the obligations hereunder of its transferor and
agrees to be bound by the terms and conditions hereof in the same manner as its
transferor in each case to the extent of the Partnership Interest transferred.
Each Transferee shall have all rights hereunder as given to the original party
hereto or subsequent transferee thereof. The foregoing notwithstanding, no
transfer of a Partnership Interest (other than a transfer upon the exercise of
any rights under the Pledge Agreements) shall be effective if, in the opinion of
counsel to the Partnership, such transfer would cause the Partnership to be
treated as a "publicly-traded partnership" under the Code.
12. Books and Records.
1 Complete Books. At all times during the continuance of the Partnership,
the Partnership shall keep or cause to be kept full and complete books of
account in which shall be entered fully and accurately each transaction of the
Partnership, including the Capital Accounts of the Partners.
2 Method of Recordkeeping. All of the Partnership's books of account shall
at all times be maintained at the principal office of the Partnership and shall
be open to the inspection and examination of the Partners or their
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representatives during reasonable hours. All books and records of the
Partnership shall be kept on an accrual basis of accounting with an annual
accounting period ending December 31, except for the final accounting period
which shall end on the date of the final dissolution or termination of the
Partnership. All references in this Agreement to a "fiscal year" are to such an
annual accounting period.
3 Tax Information. The Partnership shall be treated as a Partnership for
federal and state income tax and franchise tax purposes; accordingly, the
Partnership shall cause to be prepared and filed on or before the due date
annually a United States Partnership Return of Income and any necessary state
income and franchise tax returns on a partnership basis. Such returns shall be
submitted to the Partners for review no later than the tenth Business Day prior
to the date on which such return is due, as such date may be extended as the
result of any extension obtained. Each Partner shall notify the other Partners
upon receipt of any notice of any tax examination by any federal, state or local
authority pertaining to the Partnership or the other Partners. No settlement of
any tax issue concerning or having an effect upon the Partnership shall be made
by any Partner except upon the approval of the tax matters partner, designated
pursuant to Section 14.12.
13. Dissolution, Liquidation and Winding-Up.
1 Accounting. In the event of the dissolution, liquidation and winding-up
of the Partnership, a proper accounting shall be made of the Capital Account of
each Partner and of the Net Income or Net Loss of the Partnership from the date
of the last previous accounting to the date of dissolution.
2 Distribution on Dissolution. In the event of the dissolution and
liquidation of the Partnership for any reason, the assets of the Partnership
shall be liquidated for distribution in the following rank and order:
(a) Payment of creditors of the Partnership, other than creditors who
are Partners;
(b) Payment of creditors of the Partnership who are Partners;
(c) Establishment of reserves to provide for contingent liabilities,
if any; and
(d) To the Partners in accordance with the positive balances in their
Capital Accounts after giving effect to all contributions, distributions
and allocations for all periods.
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3 Timing Requirements.
(a) In the event that the Partnership is "liquidated" within the meaning of
Section 1.704-1(b)(2)(ii)(g) of the Regulations, any and all distributions to
the Partners pursuant to Section 13.2(d) hereof shall be made no later than the
later to occur of (i) the last day of the taxable year of the Partnership in
which such liquidation occurs or (ii) ninety (90) days after the date of such
liquidation.
(b) Notwithstanding the provisions of Section 13.2 hereof which require
liquidation of the assets of the Partnership, but subject to the order of
priorities set forth therein, if prior to or upon dissolution of the Partnership
the Partners determine that an immediate sale of part or all of the
Partnership's assets would be impractical or would cause undue loss to the
Partners, the Partners may defer for a reasonable time the liquidation of any
assets except those necessary to satisfy liabilities of the Partnership.
4 Dissolution. The Partnership shall be dissolved upon the occurrence of
any of the following events:
(a) the dissolution, liquidation, termination, withdrawal, death,
insanity, retirement or Bankruptcy of a Partner or other event causing
dissolution under the New Jersey Uniform Partnership Law;
(b) the election to dissolve the Partnership made in writing by the
Partners;
(c) the sale or other disposition of all or substantially all of the
assets of the Partnership unless the Partners elect to continue the
Partnership business for the purpose of the receipt and the collection of
indebtedness or the collection of any other consideration to be received in
exchange for the assets of the Partnership (which activities shall be
deemed to be part of the winding-up of the affairs of the Partnership); or
(d) the entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the New Jersey Uniform Partnership Law, which
decree is final and not subject to appeal.
Following an event causing a dissolution of the Partnership, the
Partnership shall be wound-up and terminated unless the business of the
Partnership is continued by the Partnership in reconstituted form pursuant to
Section 13.5.
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5 Continuation of the Partnership. Upon the Bankruptcy, dissolution,
liquidation, withdrawal, death, retirement or insanity of any Partner, or any
other event of dissolution under the New Jersey Uniform Partnership Law, within
90 days thereafter, all of the remaining Partners may elect to reconstitute the
Partnership and continue its business.
14. Miscellaneous.
1 Amendments. This Agreement may be amended, modified or cancelled,
and the terms and conditions hereof may be waived, only by a written instrument
signed by each of its Partners.
2 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed as original, but all of which together shall
constitute one and the same instrument.
3 Further Assurances. Each of the Partners hereby agrees to execute and
deliver all such other and additional instruments and documents and to do such
other acts and things as may be necessary to more fully effectuate this
Partnership, carry on the Partnership's business and effectuate this Agreement.
4 Variations of Pronouns. All pronouns and all variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the Person may require.
5 Non-Waiver. No delay on the part of any party in exercising any right
hereunder shall operate as a waiver thereof, nor shall any waiver, express or
implied, by any Partner of any right hereunder or of any failure to perform or
breach hereof by any other Partner constitute or be deemed a waiver of any other
right hereunder or of any other failure to perform or breach hereof by the same
or any other Partner, whether or a similar or dissimilar nature thereof.
6 Survival of Rights, Duties and Obligations. Termination of the
Partnership for any cause shall not release any party from any liability which
at the time of termination had already accrued to any other party or which
thereafter may accrue in respect of any act or omission prior to such
termination.
7 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
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remaining provisions hereof or affecting the validity or enforceability of such
provisions in any other jurisdiction.
8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey regardless of the laws that
might otherwise under applicable principles of conflict of laws thereof.
9 Casino Control Commission Regulation. Notwithstanding anything to the
contrary contained herein:
(i) this Agreement will be deemed to include all provisions required
by the Casino Control Act and to the extent that anything contained herein
is inconsistent therewith, the provisions of the Casino Control Act shall
govern. All provisions of the Casino Control Act, to the extent required by
law to be included in this Agreement, are incorporated herein by reference
as if fully restated in this Agreement.
(ii) All securities (as such term is defined in the Casino Control
Act) of the Partnership are held subject to the condition that, as of the
date the Commission serves notice of its determination of disqualification
of a holder thereof, such holder shall (a) not receive any dividends or
interest upon any such securities; (b) not exercise, directly or through
any trustee or nominee, any voting right conferred by such securities; and
(c) not receive any remuneration in any form from the Partnership for
services rendered or otherwise.
(iii) If the continued holding of a Partnership Interest by any
Partner will disqualify the Partnership to continue as the owner and
operator of a casino licensed in the State of New Jersey under the
provisions of the Casino Control Act, such Partner shall enter into such
escrow, trust or similar arrangement as may be required by the Commission
under the circumstances. It is the intent of this Section 13.9 to set forth
procedures to permit the Partnership to continue, on an uninterrupted
basis, as the owner and operator of a casino licensed under the provisions
of the Casino Control Act.
(iv) (a) All transfers (as defined by the Casino Control Act) of
securities (as defined by the Casino Control Act), shares and other
interests in the Partnership shall be subject to the right of prior
approval by the Commission; and (b) the Partnership shall have the absolute
right to repurchase at the market price or purchase price, whichever is the
lesser, any security, share or other interest in the Partnership in the
event that the Commission disapproves a transfer in accordance with the
provisions of the Casino Control Act.
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(v) Each Partner hereby agrees to cooperate reasonably and promptly
with the others in obtaining any and all licenses, permits or approvals
required by any governmental authority or deemed expedient by the Partners
in connection with the Casino Control Act.
(vi) Each Partner shall have the right to offer to acquire any
Partnership Interest required to be disposed of pursuant to this Section
13.9 on the same basis as other potential purchasers, subject to the Casino
Control Act.
10 Certificate of Interest. Notwithstanding anything to the contrary
contained in this Agreement:
(i) The interest of each Partner in the Partnership shall be evidenced
by a Certificate of Interest. The Certificates of Interest in the
Partnership, together with a Certificate Transfer Ledger, shall be
maintained at the principal office of the Partnership. Each such
Certificate shall be serially numbered and shall be issued by, or at the
written direction of, each of the General Partners to the lawful holder of
an interest in the Partnership, upon payment by the issuee of the full
amount of the capital contributions then due with respect to its interest
in the Partnership represented by such Certificate. All Certificates shall
be executed in the name of the Partnership by each of the General Partners
or their designee(s). Each Certificate shall state on its face the name of
the registered holder thereof and the then interest in the Partnership held
by the issuee; and shall bear, on both sides thereof, a statement of the
restrictions imposed by Section 105 of the Casino Control Act.
(ii) Certificates of Interest in the Partnership may be transferred by
the lawful holders thereof only in connection with the transfer of all or
part of the interest of such holder in the Partnership, and only in
accordance with the provisions of this Agreement. All such transfers shall
be effected by duly executed and acknowledged instruments of assignment,
each of which shall be fully recorded on the Certificate Transfer Ledger.
No effect shall be given to any purported assignment of a Certificate, or
transfer of the interest in the Partnership evidenced thereby, unless such
assignment and transfer shall be in compliance with the terms and
provisions of this Agreement, and any attempted assignment or transfer in
contravention hereof shall be ineffectual.
(iii) In the event that a Certificate of Interest shall be lost,
stolen, destroyed or mutilated, the Partnership may cause a replacement
Certificate to be issued upon such terms and conditions as shall be fixed
by the Partners, including, without limitation, provision for indemnity and
the posting of a bond or other adequate security as security therefor. No
replacement Certificate shall be issued to any person unless such person
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has surrendered the Certificate to be replaced, or has complied with the
terms of this subsection.
(iv) The Certificate Transfer Ledger, containing the names and
addresses of all Partners and the interest of each Partner in the
Partnership, shall be open to the inspection of the Partners at the
principal office of the Partnership during usual business hours upon
request of any Partner. Such Ledger shall, in addition, be available for
inspection by the Commission or the Division of Gaming Enforcement of the
State of New Jersey and each of their respective authorized agents at all
reasonable times without notice.
11 Headings. The descriptive headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
12 Tax Matters Partner. Trump AC shall be the "Tax Matters Partner" under
the Code and all applicable tax laws and shall, in its sole discretion, make or
revoke all tax elections, resolve allocations issues and handle all tax audits,
controversies and proceedings. TACC and Trump AC agree that Trump AC, acting
through the Partnership, shall have the authority to handle and resolve all tax
controversies involving Trump AC, TACC and/or the Partnership in such manner as
Trump AC in its sole discretion determines, provided that the Partnership shall
bear all accounting and legal expenses incurred in connection therewith.
Notwithstanding the foregoing, Trump shall have the right to control the
resolution of tax matters affecting or relating to the Partnership in respect to
periods ending on or prior to the date hereof, including requiring the
Partnership to adjust the tax basis of assets held by the Partnership in
connection with the resolution of such tax matters to the extent such basis
adjustments shall not reduce Trump Hotels & Casino Resorts, Inc.'s share of
federal income tax depreciation and cost recovery deductions in respect of
assets held by the Partnership as of the date hereof and contributions of any
interest in the Partnership to Trump AC.
13 Indemnification. The Partnership shall indemnify and hold harmless each
Partner, its Affiliates, and all officers, directors, employees and agents
(individually, an "Agent") of such Partner, and its affiliates (individually, an
"Indemnitee") from and against any and all losses, claims, demands, costs,
damages, liabilities, joint and several, expenses of any nature (including
reasonable attorneys' fees and disbursements), judgments, fines, settlements,
and other amounts arising from any and all claims, demands, actions, suits, or
proceedings, civil, criminal, administrative or investigative, brought or
threatened in which the Indemnitee may be involved, or threatened to be
involved, as a party or otherwise, arising out of or incidental to the business
of the Partnership or their status as an Agent including without limitation
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liabilities under the Federal and state securities laws, regardless of whether
the Indemnitee continues to be a Partner, an Affiliate of a Partner, or an Agent
of a Partner or of an Affiliate of a Partner at the time any such liability or
expense is paid or incurred, so long as such indemnified person acted in good
faith on behalf of the Partnership, TACC or Trump AC and in a manner reasonably
believed by such person to be in or not opposed to the best interests of the
Partnership, TACC or Trump AC but only if such course of conduct does not
constitute gross negligence or willful misconduct; provided that such
indemnification or agreement to hold harmless shall be recoverable only out of
assets of the Partnership and not from the Partners and; provided, further that
no indemnification shall be made to or on behalf of an Indemnitee if a judgment
or other final adjudication adverse to the Indemnitee establishes that his or
its acts or omissions (i) in the case of an Indemnitee who is or was a director
of TACC or the Trump AC managing general partner, were in breach of his duty of
loyalty to TACC or the Trump AC managing general partner, as the case may be, or
were not in good faith or involved a knowing violation of law, or resulted in
receipt by the Indemnitee of an improper personal benefit or (ii) in the case of
all other Indemnitees, constituted gross negligence or willful misconduct.
Termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendre or its equivalent shall not itself create a presumption
that such Indemnitee did not meet the applicable standard of conduct for
indemnification. Indemnity shall be paid in advance of the final disposition of
the proceeding to an Indemnitee provided that the Indemnitee undertakes to repay
the Partnership if it shall ultimately be determined that he or it is not
entitled to indemnification as provided by this Section 14.13. The
indemnification provided by this Section 14.13 shall be in addition to any other
rights to which an Indemnitee may be entitled under any agreement, as a matter
of law or equity, or otherwise, both as to action in the Indemnitee's capacity
as a Partner, an Affiliate of a Partner, or as an officer, director, employee or
agent of a Partner or Affiliate of a Partner and as to any action in another
capacity, and shall continue as to an Indemnitee who has ceased to serve in such
capacity and shall inure to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee. No Indemnitee shall be denied indemnification
in whole or in part under this Section 14.13 by reason of the fact that the
Indemnitee had an interest in the transaction with respect to which the
indemnification applies if such interest was fully disclosed and the transaction
was approved by Funding.
Any indemnification or advance under this Section 14.13 to an Indemnitee
shall be made promptly and in any event within thirty (30) days upon the written
request of the individual seeking indemnification. The right to indemnification
or advances as granted under this Section 14.13 shall be enforceable by any such
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individual seeking indemnification in any court of competent jurisdiction, if
the Partnership denies such request, in whole or in part, or if no disposition
thereof is made within thirty (30) days. Such person's costs and expenses
incurred in connection with successfully establishing his right to
indemnification or advances, in whole or in part, in any such action shall also
be indemnified by the Partnership. It shall be a defense to any such action that
there has been a judgment or other final adjudication adverse to the claimant
which established that his acts or omissions did not meet the standard of
conduct required by the first paragraph of this Section 14.13, but the burden of
proving such defense shall be on the Partnership. Neither the failure of the
Partnership to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct, nor the fact that there
has been an actual determination by the Partnership that the claimant has not
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
The Partnership shall have the power to purchase and maintain insurance,
and to furnish similar protection (including but not limited to providing a
trust fund, letter of credit, self-insurance or indemnification contract), on
behalf of any individual to whom indemnification or advances may be paid
hereunder, against any expenses, fees or liabilities for which indemnification
or advances may be paid hereunder.
14 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and permitted assigns, including any pledgee
upon the foreclosure of any pledge of a Partner's Partnership Interest in the
Partnership.
Partners:
TRUMP ATLANTIC CITY ASSOCIATES
By: TRUMP HOTELS & CASINO RESORTS
HOLDINGS, L.P., General Partner
By: TRUMP HOTELS & CASINO RESORTS,
INC., general partner
By: /s/ Nicholas L. Ribis
----------------------------------
Nicholas L. Ribis
President
TRUMP ATLANTIC CITY CORPORATION
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By: /s/ Nicholas L. Ribis
----------------------------------
Nicholas L. Ribis
Vice President
Withdrawing Partner
TRUMP PLAZA FUNDING, INC.
By: /s/ Donald J. Trump
----------------------------------
Donald J. Trump
President