ASSIGNMENT
OF
LEASES AND RENTS
TRUMP PLAZA ASSOCIATES,
as Assignor
to
FIRST BANK NATIONAL ASSOCIATION,
AS COLLATERAL AGENT,
as Assignee
Dated as of April 17, 1996
Record and Return to:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue, New York, New York 10022
Attention: Wallace L. Schwartz, Esq.
ASSIGNMENT OF LEASES AND RENTS
THIS ASSIGNMENT OF LEASES AND RENTS (the "Assignment") made as of the 17th
day of April, 1996, by TRUMP PLAZA ASSOCIATES, a New Jersey general partnership
"Assignor"), and FIRST BANK NATIONAL ASSOCIATION, a national banking association
having an office at 180 East Fifth Street, St. Paul, Minnesota 55101, as
Collateral Agent ("Assignee"), on behalf of the Designated Representatives (as
defined in the Collateral Agency Agreement) for the benefit of the Secured
Beneficiaries (as defined in the Collateral Agency Agreement) under the
Collateral Agency Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, the Issuers simultaneously herewith have issued $1,200,000,000
principal amount of First Mortgage Notes due 2006 (the "Mortgage Notes"), which
Mortgage Notes were issued pursuant to that certain Indenture, dated as of even
date herewith (the "Indenture"), among Assignor, the Issuers, Guarantors and
First Bank National Association, as Trustee (the "Trustee"), as the same may be
amended from time to time in accordance with its terms;
WHEREAS, Assignor is the owner of a certain casino hotel facility (the
"Facility") known as Trump Plaza Hotel and Casino located in Atlantic City,
Atlantic County, New Jersey, including the improvements now or hereafter erected
thereon, and the easements, rights and appurtenances thereunto belonging (the
real property on which the Facility is located which is more particularly
described on Schedule 1 attached hereto and all other real property owned or
leased by Assignor, and Assignor's interests in such real property together with
all buildings and improvements erected thereon are collectively referred to as
the "Property"); and
WHEREAS, the parties hereto desire that additional secured indebtedness of
the Assignor be permitted to be secured equally and ratably with the Indenture
Obligations in accordance with the terms of the Collateral Agency Agreement,
dated as of the date hereof (the "Collateral Agency Agreement"), by and among
Assignee, Trustee, the Issuers, the Guarantors and the other Designated
Representatives (as defined in the Collateral Agency Agreement) who become a
party thereto, as the same may be amended from time to time in accordance with
its terms; and
WHEREAS, Assignor simultaneously herewith has executed and
delivered in favor of Assignee an Indenture of Mortgage and Security Agreement,
dated as of even date herewith (the "Mortgage"), between Assignor, as mortgagor
and Assignee, as mortgagee, pursuant to which Assignor has encumbered,
mortgaged and conveyed to Assignee all of Assignor's right, title and interest
in and to the Trust Estate (as defined in the Mortgage), including, without
limitation, all of Assignor's right, title and interest in and to the Property,
as further security for the performance and observance of (i) the Guarantors'
obligations under the Guarantee and (ii) the punctual payment and performance
when due of all of the Company's, the Issuers', the Guarantors' and Assignor's
obligations under the Mortgage Notes, the Indenture and the Debt Documents; and
WHEREAS, Assignor is the owner, in fee simple absolute, of the Owned Land
(as defined in the Mortgage) and the holder of certain leasehold or license
estates with respect to the Leased Land (as defined in the Mortgage); and
Assignor has and may hereafter enter into leases, subleases or occupancy
agreements, as lessor or sublessor, as the case may be, concerning or affecting
the use or occupancy of Assignor's interests or estates in and to the Property
or any part thereof; and
WHEREAS, Assignee has required this Assignment to be made by Assignor as a
condition to the purchase by the Holders of the Mortgage Notes.
NOW, THEREFORE, Assignor, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, does hereby bargain, sell,
transfer, assign, convey, set over and deliver unto Assignee as additional
security for the punctual payment and performance when due of all of the
Guarantors' obligations under the Guarantee and the payment and performance when
due of all of the Company's, the Issuers', the Guarantors' and the Assignor's
obligations under the Mortgage Notes, the Indenture and the Debt Documents and
any and all amendments, extensions and renewals thereof (subject, however, to
the rights of the holders of Superior Mortgages and other Permitted Liens (as
such terms are defined in the Mortgage)), all of the following (collectively,
the "Assigned Assets"):
(i) all leases or occupancy agreements wherein Assignor is lessor
concerning or affecting the use or occupancy of the Property or any part
thereof, now existing or which may be executed at any time in the future,
and all amendments, extensions and renewals of said leases or occupancy
agreements, and any of them, all of which are collectively called the
"Leases",
all rents, fees, charges, income, revenues, issues, profits, security
and other payments which may now or hereafter be or become due or owing
under the Leases, and any of them, and any and all payments derived from or
relating to the Leases to which Assignor is entitled, including, without
limitation, (x) claims for the recovery of damages done to the Property,
(y) claims for damages resulting from acts of insolvency or acts of
bankruptcy or otherwise, and (z) lump sum payments for the cancellation of
Leases or the waiver of any obligation or term thereof prior to the
expiration date (collectively, the "Rents"); and
all of the rents, profits, revenues, accounts, accounts receivable and
other income and proceeds (including, without limitation, all rents, fees,
charges, accounts, issues, profits, revenues and payments for or from (i)
the use or occupancy of the rooms and other public facilities in the Hotel
(as defined in the Mortgage) and (ii) the operation of the Casino (as
defined in the Mortgage)) of the Trust Estate (as defined in the Mortgage)
and all of the estate, right, title and interest of every nature whatsoever
of Assignor in and to the same and every part thereof (collectively, the
"Profits").
Provided, however, that no Excepted Property (as defined in the Mortgage) is
conveyed hereby; it being intended hereby to establish a present and complete
transfer unto Assignee of all of Assignor's right, title, interest and estate in
and to the Assigned Assets, provided, however, that Assignor is hereby granted a
license by Assignee to (i) collect all of the Rents and Profits which may become
due during the life of this Assignment and (ii) enter into, renew, modify,
extend, terminate, amend, collectively assign, transfer or hypothecate any or
all of the Leases, in accordance with the provisions of Section 5.13 of the
Mortgage,
each until an Event of Default under the Mortgage (an "Event of Default")
shall have occurred and Assignee shall have notified Assignor (in the
manner set forth in the Mortgage for the giving of notices) of Assignee's
election to revoke such license (a "Revocation Event"). Upon the occurrence
of an Event of Default, Assignor agrees to deposit with Assignee upon
demand such of the Leases as may from time to time be designated by
Assignee.
All capitalized terms not otherwise defined herein shall have the meaning
set forth in the Mortgage.
Assignor hereby appoints Assignee the true and lawful attorney of Assignor
with full power of substitution, and with power for Assignor and in the name of
Assignor and/or in Assignor's name, place and stead, to demand, collect, receipt
and give complete acquittance for any and all Rents and Profits, and at
Assignee's discretion to file any claim or take any other action or proceeding
and make any settlement of any claims, either in Assignee's own name or in the
name of Assignor or otherwise, which Assignee may deem necessary or desirable in
order to collect and enforce the payment of any and all Rents and Profits. No
right shall be exercised by Assignee under this paragraph until a Revocation
Event has occurred. All lessees under the Leases are hereby expressly authorized
and directed, after the occurrence of a Revocation Event, to pay all rents and
other sums herein assigned to Assignee or such nominee as Assignee may designate
in writing delivered to and received by such lessees, who thereafter are
expressly relieved of any and all duty, liability or obligation to Assignor in
respect of all payments so made.
Assignee is hereby vested with full power to use all measures,
legal and equitable, deemed by Assignee to be necessary or proper to enforce
this Assignment and to collect the Rents and Profits. Assignee shall be under no
obligation to press any of the rights or claims assigned to Assignee hereunder,
or, prior to entering into possession and control of the Property, to perform or
carry out any of the obligations of Assignor under any of the Leases and does
not assume any of the liabilities in connection with or arising or growing out
of the covenants and agreements of Assignor in the Leases. It is further
understood that this Assignment shall not operate to place responsibility for
the control, care, management or repair of Assignor's estates or interests in
and to the Property, or parts thereof, upon Assignee, prior to entering into
possession and control of the Property, nor shall it operate to make Assignee
liable, prior to entering into possession and control of the Property, for the
carrying out of any of the terms and conditions of any of the Leases, or, prior
to entering into possession and control of the Property, for any waste to
Assignor's estates or interests in and to the Property by any lessee or
sublessee of Assignor under any leases, or by any occupant of the Property, or
by any party whatsoever or, prior to entering into possession and control of the
Property, for any dangerous or defective condition of the Property or for any
negligence in the management, upkeep, repair or control of Assignor's estates or
interests in and to the Property resulting in loss or injury or death to any
lessee, licensee, employee or any other person. No right shall be exercised by
Assignee under this paragraph until a Revocation Event has occurred.
Assignee hereby agrees to promptly remit to Assignor any amounts collected
hereunder by Assignee which are in excess of those applied to pay in full the
aforesaid liabilities and indebtedness at the time due.
Nothing herein contained is intended to limit or reduce the rights of
Assignee or the obligations of Assignor set forth in the Mortgage, but rather
all of the terms, provisions and conditions of this Assignment are in addition
to and in supplement of such rights and obligations. If any provision contained
in this Assignment is in conflict with, or inconsistent with, any provision in
the Mortgage, the provision contained in the Mortgage shall govern and control.
Upon the termination of the Debt Documents and the payment in full of the
principal sum, interest and other indebtedness secured thereby or the defeasance
of the indebtedness secured thereby in accordance with the provisions of Article
Nine of the Indenture, this Assignment shall be and become null and void, and
all estate, right, title and interest of Assignee in and to the Leases shall
revert to Assignor and Assignee shall promptly cancel and discharge of record
this Assignment and any financing statement filed in connection herewith and
execute and deliver to Assignor all such instruments as may be appropriate to
evidence such discharge and satisfaction of said Assignment (provided that
Assignee shall have no liability thereunder and all costs and expenses shall be
paid by Assignor); otherwise, this Assignment shall remain in full force and
effect as herein provided, shall inure to the benefit of Assignee and its
successors and assigns and shall be binding upon Assignor, and its successors
and assigns, and any subsequent holder of Assignor's right, title, interest and
estate in and to the Property. In connection with the release of a portion of
the Trust Estate pursuant to Section 1.14 of the Mortgage, Assignee shall
promptly execute and deliver to Assignor all such instruments as may be
necessary, required or appropriate to evidence the release of such portion of
the Trust Estate from this Assignment.
Notwithstanding anything herein or in any other agreement, document,
certificate, instrument, statement or omission referred to below to the
contrary, Section 1.10 of the Mortgage is incorporated herein by reference.
This Assignment shall be governed by and construed in accordance with the
laws of the State of New Jersey, without giving effect to the principles of
conflicts of laws.
This Assignment is subject to and shall be enforced in compliance with the
provisions of the New Jersey Casino Control Act.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
duly executed, all as of the date first above set forth.
ASSIGNOR:
TRUMP PLAZA ASSOCIATES
By:
Trump Atlantic City Corporation,
a general partner
Witness:________________ By: ___________________
Name:
Title:
ASSIGNEE:
FIRST BANK NATIONAL ASSOCIATION,
AS COLLATERAL AGENT
Witness:_____________ By: ______________________
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED, that on April __, 1996, before me, the subscriber, a
Notary Public of the State of New York, personally appeared
_______________________, to me known, who, being by me duly sworn did depose and
say that he resides at ; that he is _____________ of Trump Atlantic City
Corporation, which is a general partner of TRUMP PLAZA ASSOCIATES, the
partnership described in and which executed the above instrument, and he
acknowledged that he signed and delivered the same on behalf of such managing
general partner as his voluntary act and deed and as the voluntary act and deed
of said corporation on behalf of said general partnership, pursuant to authority
of the board of directors of said corporation.
--------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED, that on April , 1996, before me, the subscriber, a Notary
Public of the State of New York, personally appeared ___________________, to me
known, who, being by me duly sworn did depose and say that he resides at
__________________________; that he is _______________________________________
of FIRST BANK NATIONAL ASSOCIATION, one of the corporations described in and
which executed the above instrument, and he acknowledged that he signed and
delivered the same as his voluntary act and deed and the voluntary act and deed
of said corporation pursuant to authority of its board of directors, and that he
received a true copy of the within instrument on behalf of said corporation.
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Notary Public