EXHIBIT 10.65
SERVICES AGREEMENT
SERVICES AGREEMENT (the "Agreement") made as of the 8th day of July,
1996, by and among TRUMP CASINO SERVICES, L.L.C, a New Jersey limited liability
company ("TCS"), TRUMP PLAZA ASSOCIATES, a New Jersey general partnership
("Plaza Associates") and TRUMP TAJ MAHAL ASSOCIATES, a New Jersey general
partnership ("Taj Associates").
W I T N E S S E T H:
WHEREAS, Plaza Associates and Taj Associates each require certain
management, financial and other functions necessary and incidental to the
respective operations of each of their casino hotels, together with all other
activities and services that may be reasonably necessary to carry out any of the
foregoing (the "Services"), as set forth herein, TCS desires to provide the
Services to Plaza Associates and Taj Associates, and Plaza Associates and Taj
Associates desire to receive the Services and to reimburse TCS for its expenses
as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
Section 1. Appointment. Plaza Associates, the owner and operator of the
Trump Plaza Hotel and Casino and Trump World's Fair Casino at Trump Plaza
(collectively, "Trump Plaza"), and Taj Associates, the owner and operator of the
Trump Taj Mahal Casino Resort (the "Taj Mahal"), each hereby appoint TCS to act
as provider of the Services to Plaza Associates and Taj Associates,
respectively. TCS hereby accepts such appointment and agrees to furnish the
Services in accordance with the terms of this Agreement.
Section 2. Services to be Provided. (a) TCS hereby agrees to render
such Services to Plaza Associates and/or Taj Associates as may be reasonably
requested from time to time by Plaza Associates or Taj Associates, as the case
may be. TCS shall provide the Services in the manner and at a level of service
consistent in all material respects with those performed by Plaza Associates and
Taj Associates immediately prior to the date hereof and in conformance with all
applicable statutes and regulatory requirements. TCS shall provide the Services
in such a manner that (i) neither Plaza Associates nor Taj Associates is
unfairly advantaged or discriminated against and (ii) neither Plaza Associates
nor Taj Associates realizes a competitive advantage over the other.
(b) The management of TCS in providing the Services hereunder shall
be directed by the Chief Executive Officer of TCS and the Operating Committee of
TCS regarding matters of policy, purpose, responsibility and authority. The
Operating Committee of TCS shall be comprised of the Executive Vice President of
TCS and the Chief Operating Officers of Plaza Associates and Taj Associates,
each of whom shall retain the ability to direct
management and employees of TCS regarding administrative matters and daily
operations with respect to each of their respective casino hotel operations.
Section 3. Compensation. Except for reimbursements in accordance with
Section 4 of this Agreement, TCS shall receive no compensation for providing the
Services to Plaza Associates or Taj Associates.
Section 4. Reimbursement for Expenses. (a) With respect to the
Services provided, Plaza Associates and/or Taj Associates, as the case may be,
shall pay to TCS an amount sufficient to reimburse all of the costs and expenses
incurred by TCS in providing such Services to Plaza Associates and Taj
Associates, respectively ("Services Expenses"), including, without limitation,
the following:
(i) all payroll and employee benefits and related costs associated
with the employees utilized by TCS in providing the Services;
(ii) all secretarial, photocopying, telecommunications, office
supplies and other support services utilized by TCS in providing the
Services;
(iii) all reasonable travel, food and lodging expenses incurred by
TCS in connection with providing the Services;
(iv) all fees and expenses of outside vendors and consultants
utilized by TCS in providing the Services;
(v) all overhead and other expenses incurred in the ordinary course
of providing the Services to Plaza Associates and Taj Associates; and
(vi) all insurance premiums and all expenses for legal and
independent accountants' services utilized by TCS in providing the
Services.
(b) In the event that Services are provided to both Plaza Associates
and Taj Associates, Services Expenses shall be apportioned between Plaza
Associates and Taj Associates in accordance with their use of such Services.
(c) Services Expenses and Organizational Expenses (as defined) shall
be invoiced by TCS to Plaza Associates and/or Taj Associates, as the case may
be, in such manner and at such times as determined by mutual agreement of the
parties hereto. Plaza Associates and/or Taj Associates, as the case may be,
shall pay such Services Expenses and Organizational Expenses as invoiced
promptly upon receipt thereof.
(d) All organizational expenses incurred by TCS, including, without
limitation, fees of the Secretary of State of the State of New Jersey, the
Casino Control Commission of the State of New Jersey (the "CCC"), the New Jersey
Division of Gaming Enforcement (the "NJDGE") and any other fees or expenses that
are or may be required to be paid or incurred in order for TCS to preserve and
keep in full force its existence as a limited liability company
-2-
("Organizational Expenses") shall be paid by Plaza Associates and Taj
Associates, each being individually responsible for 50% of the Organizational
Expenses.
(e) At the end of each calendar year, TCS, Plaza Associates and Taj
Associates shall, based upon the audited financial statements for such prior
calendar year, reconcile any overpayments or underpayments which may have
occurred during such prior calendar year.
Section 5. Independent Contractor Status. (a) TCS shall for all
purposes herein be deemed to be an independent contractor of Plaza Associates
and/or Taj Associates, as the case may be, and none of the parties hereto shall
act, represent or hold itself out as having authority to act as an agent or
partner of either of the other parties hereto. Nothing contained in this
Agreement shall be construed as creating a partnership, joint venture, agency,
trust or other association of any kind, each party to this Agreement being
individually responsible only for its own obligations as set forth in this
Agreement.
(b) Nothing in this Agreement shall in any way limit Plaza Associates
or Taj Associates in the ownership and operation of Trump Plaza and the Taj
Mahal, respectively, it being hereby acknowledged and agreed that Plaza
Associates and Taj Associates are responsible for the entire operation of Trump
Plaza and the Taj Mahal, respectively.
Section 6. Term. This Agreement shall be deemed to have commenced on
the date hereof and shall continue for a term of ten years unless terminated
earlier by any party hereto upon ninety (90) days prior written notice to each
of the other parties hereto.
Section 7. Miscellaneous.
(a) Waiver, Amendment. Neither this Agreement nor any provision
hereof shall be waived, amended, modified, changed, discharged or terminated
except by an instrument in writing executed by TCS, Plaza Associates and Taj
Associates.
(b) Assignment. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by TCS, Plaza Associates or Taj Associates, without the prior written
consent of each of the other parties hereto. Any such attempted assignment
without such prior written consent shall be void and of no force or effect.
(c) Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties hereto with respect to the transactions
contemplated hereby and supersedes any and all prior and contemporaneous
agreements and understandings relating to the subject matter hereof. No
representation, promise or statement of intention has been made by any party
hereto which is not embodied in this Agreement and no party hereto shall be
bound by or liable for any alleged representation, promise or statement of
intention not set forth herein.
(d) Severability. If any one or more of the provisions of this
Agreement or the application of any such provision or provisions to any person
or circumstance shall be held invalid, illegal or unenforceable in any respect
for any reason, the validity,
-3-
legality and enforceability of any such provision or provisions in every other
respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being understood that all of the provisions of this
Agreement shall be enforceable to the full extent permitted by law.
(e) Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT GIVING EFFECT
TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. TCS, PLAZA ASSOCIATES AND TAJ
ASSOCIATES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW JERSEY STATE
COURT SITTING IN ATLANTIC CITY, NEW JERSEY OR ANY FEDERAL COURT SITTING IN
CAMDEN, NEW JERSEY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPT FOR THEMSELVES AND IN
RESPECT OF THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS. TCS, PLAZA ASSOCIATES AND TAJ ASSOCIATES IRREVOCABLY WAIVE, TO
THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY
OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
ANY INCONVENIENT FORUM.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original as against any party whose signature appears thereon and all of
which shall together constitute one and the same instrument.
(h) Gaming Laws. Each of the provisions of this Agreement is subject
to and shall be enforced in compliance with the provisions, regulations or
approvals required by any state gaming authority, including, without limitation,
the CCC and the NJDGE.
(i) Third Party Rights. Nothing in this Agreement is intended or
shall be construed to confer upon or give any person, other than the parties
hereto, Trump Atlantic City Associates, Trump Hotels & Casino Resorts, Inc. and
Trump Hotels & Casino Resorts Holdings, L.P. each of their respective successors
and permitted assigns, any rights or remedies under or by reason of this
Agreement or any transaction contemplated hereby.
(j) Limitation on Damages. No party shall be liable to the other
parties for any consequential damages resulting from a breach of this Agreement.
-4-
(k) No Adverse Interpretation of Other Agreements. This Agreement may
not be used to interpret any other agreement of the parties hereto, and no such
agreement may be used to interpret this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
TRUMP CASINO SERVICES, L.L.C.
By: Trump Atlantic City Corporation
member
By: /s/ NICHOLAS L. RIBIS
-------------------------------------
Name: Nicholas L. Ribis
Title: Vice President
TRUMP PLAZA ASSOCIATES
By: /s/ ROBERT M. PICKUS
-------------------------------------
Name: Robert M. Pickus
Title: Executive Vice President
TRUMP TAJ MAHAL ASSOCIATES
By: /s/ ROBERT M. PICKUS
-------------------------------------
Name: Robert M. Pickus
Title: Executive Vice President