Exhibit 4.21
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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
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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
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(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
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EXHIBIT A
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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
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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
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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
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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
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