Exhibit 99.1.2
LETTER OF TRANSMITTAL
Trump Casino Holdings, LLC
and
Trump Casino Funding, Inc.
Offer to Exchange
17 5/8% Second Priority Mortgage Notes due 2010
which have been registered under the Securities Act of 1933, as amended,
for any and all Outstanding
17 5/8% Second Priority Mortgage Notes due 2010
Pursuant to the Prospectus, dated , 2003.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON , 2003 UNLESS PREVIOUSLY
ACCEPTED
Delivery to: U.S. Bank Trust National Association (the "Exchange Agent")
By Mail, Overnight Mail, By Hand between 8 a.m.
or Courier: and 4:30 p.m.:
U.S. Bank Trust National U.S. Bank Trust National
Association Association
U.S. Bank Trust Center U.S. Bank Trust Center
St. Paul, Minnesota 55101 St. Paul, Minnesota 55101
Attention: Richard Attention: Richard
Prokosch Prokosch
Telephone: 651-244-0721
Facsimile: 651-244-0711
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
The undersigned acknowledges receipt of the Prospectus, dated ,
2003 (the "Prospectus"), of Trump Casino Holdings, LLC, a Delaware limited
liability company, and Trump Casino Funding, Inc., a Delaware corporation
(together, the "Issuers"), and this Letter of Transmittal (this "Letter"),
which together constitute the offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to $50,000,000 principal amount of the
Issuers' 17 5/8% Second Priority Mortgage Notes due 2010 which have been
registered under the Securities Act of 1933, as amended (the "Exchange Second
Priority Notes") for an equal principal amount of the Issuers' outstanding
17 5/8% First Priority Mortgage Notes due 2010 (the "Original Second Priority
Notes").
For each Original Second Priority Note accepted for exchange, the holder of
such Original Second Priority Note will receive an Exchange Second Priority
Note having a principal amount at maturity equal to that of the surrendered
Original Second Priority Note. The Exchange Second Priority Notes will accrue
interest at 17 5/8% per annum from (i) the last interest payment date on which
interest was paid on the Original Second Priority Notes surrendered in exchange
therefor, (ii) if the Original Second Priority Notes are surrendered for
exchange on a date subsequent to the record date for an interest payment date
to occur on or after the date of such exchange and as to which interest will be
paid, the date of such interest payment, or (iii) if no interest has been paid
on the
Original Second Priority Notes, from the date of the original issue of the
Original Second Priority Notes. Interest on the Exchange Second Priority Notes
will be payable 11 5/8% in cash and 6% through the issuance of additional
Second Priority Notes. Interest on the Exchange Second Priority Notes is
payable on March 15 and September 15 of each year commencing September 15,
2003. Capitalized terms used herein but not defined herein have the meaning set
forth in the Registration Rights Agreement (the "Registration Rights
Agreement") dated as of March 25, 2003 among the Issuers, the Guarantors and
the Initial Purchasers of the Original Second Priority Notes.
If (i) because of any change in law or in currently prevailing
interpretations of the Staff of the Securities and Exchange Commission, the
issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer
is not consummated within 240 days of the issue date of the Original Second
Priority Notes, (iii) in certain circumstances, certain holders (including, in
certain circumstances, the initial purchasers) of unregistered Original Second
Priority Notes so request, or (iv) in the case of any holder that participates
in the Exchange Offer, such holder does not receive Exchange Second Priority
Notes on the date of the exchange that may be sold without restriction under
state and federal securities laws (other than due solely to the status of such
holder as an affiliate of the Company or within the meaning of the Securities
Act), then in each case, the issuers will (x) promptly deliver to the holders
and the Trustee written notice thereof and (y) at their sole expense, (a) as
promptly as practicable, file shelf registration statements covering resales of
the Original Second Priority Notes, and (b) use their best efforts to keep
effective the shelf registration statements until the earlier of two years
after the issue date of the Original Second Priority Notes or such time as all
of the applicable Original Second Priority Notes have been sold thereunder. The
issuers will, in the event that shelf registration statements are filed,
provide to each holder copies of the prospectus that is a part of the shelf
registration statements, notify each such holder when the shelf registration
statements for the Original Second Priority Notes have become effective and
take certain other actions as are required to permit unrestricted resales of
the Original Second Priority Notes. A holder that sells Original Second
Priority Notes pursuant to the shelf registration statements will be required
to be named as a selling security holder in the related prospectus and to
deliver a prospectus to purchasers, will be subject to certain of the civil
liability provisions under the Securities Act in connection with such sales and
will be bound by the provisions of the Registration Rights Agreement that are
applicable to such a holder (including certain indemnification rights and
obligations).
If the issuers fail to meet the targets listed above, then additional
interest (the Additional Interest) shall become payable in respect of the
Original Second Priority Notes as follows:
if (A) neither the exchange offer registration statements nor the shelf
registration statements are filed with the Commission on or prior to 90 days
after the issue date of the Original Second Priority Notes or (B)
notwithstanding that the issuers have consummated or will consummate the
Exchange Offer, the issuers are required to file shelf registration statements
and such shelf registration statements are not filed on or prior to the date
required by the Registration Rights Agreement, then commencing on the day after
either such required filing date, Additional Interest shall accrue on the
principal amount of the Original Second Priority Notes at a rate of 0.50% per
annum for the first 90 days immediately following each such filing date, such
Additional Interest rate increasing by an additional 0.50% per annum at the
beginning of each subsequent 90-day period; or
if (A) neither the exchange offer registration statements nor the shelf
registration statements are declared effective by the Commission on or prior to
210 days after the issue date of the Original Second Priority Notes or (B)
notwithstanding that the issuers have consummated or will consummate the
Exchange Offer, the issuers are required to file shelf registration statements
and such shelf registration statements are not declared effective by the
Commission on or prior to the 90th day following the date such shelf
registration statements were filed, then, commencing on the day after either
such required effective date, Additional Interest shall accrue on the principal
amount of the Original Second Priority Notes at a rate of 0.50% per annum for
the first 90 days immediately following such date, such Additional Interest
rate increasing by an additional 0.50% per annum at the beginning of each
subsequent 90-day period; or
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if (A) the issuers have not exchanged Exchange Second Priority Notes for all
Original Second Priority Notes validly tendered in accordance with the terms of
the Exchange Offer on or prior to the 30th day after the date on which the
exchange offer registration statements were declared effective or (B) if
applicable, the shelf registration statements have been declared effective and
such shelf registration statements cease to be effective at any time prior to
the second anniversary of the issue date of the Original Second Priority Notes
(other than after such time as all Original Second Priority Notes have been
disposed of thereunder), then Additional Interest shall accrue on the principal
amount of the Original Second Priority Notes at a rate of 0.50% per annum for
the first 90 days commencing on (x) the 31st day after such effective date, in
the case of (A) above, or (y) the day such shelf registration statements cease
to be effective, in the case of (B) above, such Additional Interest rate
increasing by an additional 0.50% per annum at the beginning of each subsequent
90-day period;
provided, however, that the Additional Interest rate on the Original Second
Priority Notes may not accrue under more than one of the foregoing clauses
(i)-(iii) at any one time and at no time shall the aggregate amount of
Additional Interest accruing exceed in the aggregate 2.0% per annum; provided,
further, however, that (1) upon the filing of the exchange offer registration
statements or shelf registration statements (in the case of clause (i) above),
(2) upon the effectiveness of the exchange offer registration statements or
shelf registration statements (in the case of clause (ii) above), or (3) upon
the exchange of Exchange Second Priority Notes for all Original Second Priority
Notes tendered (in the case of clause (iii) (A) above), or upon the
effectiveness of the shelf registration statements which had ceased to remain
effective (in the case of clause (iii) (B) above), Additional Interest on the
Original Second Priority Notes as a result of such clause (or the relevant
subclause thereof), as the case may be, shall cease to accrue.
Notwithstanding any other term of the Exchange Offer, Original Second
Priority Notes will not be required to be accepted for exchange, nor will
Exchange Second Priority Notes be issued in exchange for any Original Second
Priority Notes, and the issuers may terminate or amend the exchange offers as
provided herein before the acceptance of such Original Second Priority Notes,
if:
. because of any change in law, or applicable interpretations thereof by
the SEC, the issuers determine that it is not permitted to effect the
Exchange Offer;
. an action is proceeding or threatened that would materially impair the
issuers' ability to proceed with the Exchange Offer; or
. not all government approvals that the issuers deem necessary for the
consummation of the Exchange Offer have been received.
The issuers have no obligation to, and will not knowingly, permit acceptance
of tenders of Original Second Priority Notes:
. from affiliates of the issuers within the meaning of Rule 405 under the
Securities Act;
. from any other holder or holders who are not eligible to participate in
the Exchange Offer under applicable law or interpretations by the SEC; or
. if the Exchange Second Priority Notes to be received by such holder or
holders of Original Second Priority Notes in the Exchange Offer, upon
receipt, will not be tradable by such holder without restriction under
the Securities Act and the Exchange Act and without material restrictions
under the "blue sky" or securities laws of substantially all of the
states of the United States.
The Issuers and the Guarantors reserve their rights to delay acceptance of
any Original Second Priority Notes, extend the Exchange Offer or terminate the
Exchange Offer and not permit acceptance of Original Second Priority Notes not
previously accepted if any of the conditions set forth in "The Exchange
Offer--Conditions" section of the Prospectus shall have occurred and shall not
have been waived by the Issuers and the Guarantors, by giving written notice of
such delay, extension or termination to the Exchange Agent and to amend the
terms of the Exchange Offer in any manner they deem to be advantageous to the
holders of the Original Second Priority Notes.
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Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by written notice thereof to the Exchange
Agent. If the Exchange Offer is amended in a manner determined by the Issuers
to constitute a material change, the Issuers will promptly disclose such
amendment in a manner reasonably calculated to inform the holders of the
Original Second Priority Notes of such amendment.
This Letter is to be completed by a holder of Original Second Priority Notes
either if Original Second Priority Notes are to be forwarded herewith or if a
tender of Original Second Priority Notes, if available, is to be made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company ("DTC") pursuant to the procedure set forth in "The
Exchange Offer" section of the Prospectus. Holders of Original Second Priority
Notes whose certificates are not immediately available, or who are unable to
deliver their certificates or confirmation of the book-entry tender of their
Original Second Priority Notes into the Exchange Agent's account at DTC (a
"Book-Entry Confirmation") and all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must tender their
Original Second Priority Notes according to the guaranteed delivery procedures
set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of
the Prospectus. See Instruction 1 of this letter. Delivery of documents to DTC
does not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Original Second Priority Notes to which this Letter relates.
If the space provided below is inadequate, the certificate numbers and
principal amount of Original Second Priority Notes should be listed on a
separate signed schedule affixed hereto.
DESCRIPTION OF ORIGINAL SECOND PRIORITY NOTES
Name(s) and Address(es) of Registered Holder(s) 2. Aggregate Principal 3. Principal Amount
(Please fill in, if blank) 1. Certificate Number(s)* Amount of Initial Note(s) Tendered**
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Total
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* Need not be completed if Original Second Priority Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original Second Priority Notes
represented by the Original Second Priority Notes indicated in column 2. See Instruction 2. Original Second Priority Notes
tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.
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[_] CHECK HERE IF TENDERED ORIGINAL SECOND PRIORITY NOTES ARE BEING DELIVERED
BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
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Account Number
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Transaction Code Number
[_] CHECK HERE IF TENDERED ORIGINAL SECOND PRIORITY NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution Which Guaranteed Delivery
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number
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Transaction Code Number
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name
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Address
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the aggregate principal amount of
Original Second Priority Notes indicated above. Subject to, and effective upon,
the acceptance for exchange of the Original Second Priority Notes tendered
hereby, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Issuers all right, title and interest in and to such Original
Second Priority Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Original Second
Priority Notes tendered hereby and that the Issuers will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim when the same are
accepted by the Issuers. The undersigned hereby further represents that any
Exchange Second Priority Notes acquired in exchange for Original Second
Priority Notes tendered hereby will have been acquired in the ordinary course
of business of the person receiving such Exchange Second Priority Notes,
whether or not such person is the undersigned, that neither the holder of such
Original Second Priority Notes nor any such other person is engaged in, or
intends to engage in a distribution of such Exchange Second Priority Notes, or
has an arrangement or understanding with any person to participate in the
distribution of such Exchange Second Priority Notes, and that neither the
holder of such Original Second Priority Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act of 1933, as
amended (the "Securities Act"), of the Issuers.
The undersigned also acknowledges that this Exchange Offer is being made
based upon the Issuers' and the Guarantors' understanding of an interpretation
by the staff of the Securities and Exchange Commission (the "Commission") as
set forth in no-action letters issued to third parties, including Exxon Capital
Holdings Corporation, SEC No-Action Letter (available April 13, 1989), Morgan
Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) and
Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the
Exchange Second Priority Notes issued in exchange for the Original Second
Priority Notes pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by each holder thereof (other than a broker-dealer
who acquires such Exchange Second Priority Notes directly from the Issuers for
resale pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act or any such holder that is an "affiliate" of
the Issuers within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Second Priority Notes are acquired
in the ordinary course of such holder's business and such holder is not engaged
in, and does not intend to engage in, a distribution of such Exchange Second
Priority Notes and has no arrangement with any person to participate in the
distribution of such Exchange Second Priority Notes. If a holder of Original
Second Priority Notes is engaged in or intends to engage in a distribution of
the Exchange Second Priority Notes or has any arrangement or understanding with
respect to the distribution of the Exchange Second Priority Notes to be
acquired pursuant to the Exchange Offer, such holder may not rely on the
applicable interpretations of the staff of the Commission and must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. If the undersigned is a
broker-dealer that will receive Exchange Second Priority Notes for its own
account in exchange for Original Second Priority Notes that were acquired by it
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Second Priority Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Original Second Priority Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in
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bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
This tender may be withdrawn only in accordance with the procedures set forth
in "The Exchange Offer -- Withdrawal of Tenders" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Second Priority Notes (and, if
applicable, substitute certificates representing Original Second Priority Notes
for any Original Second Priority Notes not exchanged) in the name of the
undersigned or, in the case of a book-entry delivery of Original Second
Priority Notes, please credit the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the Exchange Second Priority Notes (and, if
applicable, substitute certificates representing Original Second Priority Notes
for any Original Second Priority Notes not exchanged) to the undersigned at the
address shown above in the box entitled "Description of Original Second
Priority Notes".
7
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
SECOND PRIORITY NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL SECOND PRIORITY NOTES AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Original Second Priority Notes not
exchanged and/or Exchange Second Priority Notes are to be issued in the name
of and sent to someone other than the person(s) whose signature(s) appear(s)
on this Letter above, or if Original Second Priority Notes delivered by
book-entry transfer which are not accepted for exchange are to be returned by
credit to an account maintained at DTC other than the account indicated above.
Issue Exchange Second Priority Notes and/or Original Second Priority Notes to:
Name(s):
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(Please Type or Print)
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(Please Type or Print)
Address:
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(Including Zip Code)
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(Complete accompanying Substitute Form W-9)
[_] Credit unexchanged Original Second Priority Notes delivered by book-entry
transfer to DTC account set forth below.
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(DTC Account Number, if applicable)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Original Second Priority Notes not
exchanged and/or Exchange Second Priority Notes are to be sent to someone
other than the person(s) whose signature(s) appear(s) on this Letter above or
to such person(s) at an address other than shown in the box entitled
"Description of Original Second Priority Notes" on this Letter above.
Mail Exchange Second Priority Notes and/or Original Second Priority Notes to:
Name(s):
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(Please Type or Print)
------------------------------------
(Please Type or Print)
Address:
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(Including Zip Code)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR ORIGINAL SECOND PRIORITY NOTES OR A BOOK-ENTRY CONFIRMATION
AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX ABOVE.
8
8
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
Dated:
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X
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X
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(Signature(s) of Owner)
Area Code and Telephone Number:
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If a holder is tendering any Original Second Priority Notes, this Letter
must be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Original Second Priority Notes or by any person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 3.
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name and Firm)
Dated:
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9
INSTRUCTIONS
Trump Casino Holdings, LLC
and
Trump Casino Funding, Inc.
Offer to Exchange
17 5/8% Second Priority Mortgage Notes due 2010
which have been registered under the Securities Act of 1933, as amended,
for any and all Outstanding
17 5/8% Second Priority Mortgage Notes due 2010
1. Delivery of this Letter and Original Second Priority Notes; Guaranteed
Delivery Procedures.
This Letter is to be completed by holders of Original Second Priority Notes
either if certificates are to be forwarded herewith or if tenders are to be
made pursuant to the procedures for delivery by book-entry transfer set forth
in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus.
Certificates for all physically tendered Original Second Priority Notes, or a
confirmation of book entry transfer from DTC ("Book-Entry Confirmation"), as
the case may be, as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents required by this
Letter, must be received by the Exchange Agent at the address set forth herein
on or prior to the Expiration Date, or the tendering holder must comply with
the guaranteed delivery procedures set forth below. Original Second Priority
Notes tendered hereby must be in denominations of principal amount at maturity
of $1,000 and any integral multiple thereof.
Holders of Original Second Priority Notes whose certificates for Original
Second Priority Notes are not immediately available or who cannot deliver their
certificates and all other required documents to the Exchange Agent on or prior
to the Expiration Date, or who cannot complete the procedure for book-entry
transfer on a timely basis, may tender their Original Second Priority Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution
(as defined below), (ii) prior to the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Issuers (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of
Original Second Priority Notes and the amount of Original Second Priority Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Original Second Priority Notes, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically tendered Original Second Priority
Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may
be, and all other documents required by this Letter, are received by the
Exchange Agent within three NYSE trading days after the date of execution of
the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Original Second Priority Notes
and all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Original Second Priority Notes are sent by
mail, it is suggested that the mailing be made sufficiently in advance of the
Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m.,
New York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
10
2. Partial Tenders (not applicable to holders of Original Second Priority Notes
who tender by book-entry transfer).
If less than all of the Original Second Priority Notes evidenced by a
submitted certificate are to be tendered, the tendering holder(s) should fill
in the aggregate principal amount of Original Second Priority Notes to be
tendered in the box above entitled "Description of Original Second Priority
Notes--Principal Amount Tendered". A reissued certificate representing the
balance of nontendered Original Second Priority Notes will be sent to such
tendering holder, unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. All of the Original Second Priority
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
3. Signatures of this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered holder of the Original Second
Priority Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates without any change whatsoever.
If any tendered Original Second Priority Notes are owned of record by two or
more joint owners, all such owners must sign this Letter.
If any tendered Original Second Priority Notes are registered in different
names on several certificates, it will be necessary to complete, sign and
submit as many separate copies of this Letter as there are different
registrations of certificates.
When this Letter is signed by the registered holder of the Original Second
Priority Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Second Priority Notes are to be issued, or any untendered Original Second
Priority Notes are to be reissued, to a person other than the registered
holder, then endorsements of any certificates transmitted hereby or separate
bond powers are required. Signatures on such certificates must be guaranteed by
an Eligible Institution.
If this Letter is signed by a person other than the registered holder of any
certificates specified herein, such certificates must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the certificates and the signatures on
such certificates must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
proper evidence satisfactory to the Issuers of their authority to so act must
be submitted.
Endorsements on certificates for Original Second Priority Notes or
signatures on bond powers required by this Instruction 3 must be guaranteed by
a firm which is a member of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc., by a commercial
bank or trust company having an office or correspondent in the United States or
by an "eligible guarantor" institution within the meaning of Rule 17Ad-15 under
the Securities Exchange Act of 1934 (an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible Institution,
provided the Original Second Priority Notes are tendered: (i) by a registered
holder of Original Second Priority Notes (which term, for purposes of the
Exchange Offer, includes any participant in DTC whose name appears on a
security position listing as the holder of such Original Second Priority Notes)
tendered who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions" on this Letter, or (ii) for the account of
an Eligible Institution.
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4. Special Issuance and Delivery Instructions.
Tendering holders of Original Second Priority Notes should indicate in the
applicable box the name and address to which Exchange Second Priority Notes
issued pursuant to the Exchange Offer and/or substitute certificates evidencing
Original Second Priority Notes not exchanged are to be issued or sent, if
different from the name or address of the person signing this Letter. In the
case of issuance in a different name, the employer identification or social
security number of the person named must also be indicated. A holder of
Original Second Priority Notes tendering Original Second Priority Notes by
book-entry transfer may request that Original Second Priority Notes not
exchanged be credited to such account maintained at DTC as such holder of
Original Second Priority Notes may designate hereon. If no such instructions
are given, such Original Second Priority Notes not exchanged will be returned
to the name or address of the person signing this Letter.
5. Tax Identification Number.
Federal income tax law generally requires that a tendering holder whose
Original Second Priority Notes are accepted for exchange must provide the
Issuers (as payor) with such holder's correct Taxpayer Identification Number
("TIN") on Substitute Form W-9 below, which, in the case of a tendering holder
who is an individual, is his or her social security number. If the Issuers are
not provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service.
In addition, delivery of Exchange Second Priority Notes to such tendering
holder may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt holders of Original Second Priority Notes (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the
"W-9 Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Original Second
Priority Notes must provide its correct TIN by completing the "Substitute Form
W-9" set forth below, certifying that the TIN provided is correct (or that such
holder is awaiting a TIN) and that (i) the holder is exempt from backup
withholding, (ii) the holder has not been notified by the Internal Revenue
Service that such holder is subject to a backup withholding as a result of a
failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding. If the tendering holder of Original Second Priority Notes is a
nonresident alien or foreign entity not subject to backup withholding, such
holder must give the Issuers a completed Form W-8, Certificate of Foreign
Status. These forms may be obtained from the Exchange Agent. If the Original
Second Priority Notes are in more than one name or are not in the name of the
actual owner, such holder should consult the W-9 Guidelines for information on
which TIN to report. If such holder does not have a TIN, such holder should
consult the W-9 Guidelines for instructions on applying for a TIN, check the
box in Part 2 of the Substitute Form W-9 and write "applied for" in lieu of its
TIN. Note: checking this box and writing "applied for" on the form means that
such holder has already applied for a TIN or that such holder intends to apply
for one in the near future. If such holder does not provide its TIN to the
Issuers within 60 days, backup withholding will begin and continue until such
holder furnishes its TIN to the Issuers.
6. Transfer Taxes.
The issuers will pay all transfer taxes, if any, applicable to the exchange
of Original Second Priority Notes pursuant to the Exchange Second Priority
Notes. If, however:
. certificates representing Exchange Second Priority Notes or Original
Second Priority Notes for principal amounts not tendered or accepted for
exchange are to be delivered to, or are to be registered or issued in the
name of, any person other than the registered holder of the Original
Second Priority Notes tendered;
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. tendered Original Second Priority Notes are registered in the name of any
person other than the person signing the letter of transmittal; or
. a transfer tax is imposed for any reason other than the exchange of
Original Second Priority Notes pursuant to the exchange offer;
then the amount of any such transfer taxes, whether imposed on the registered
holder or any other persons, will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the letter of transmittal, the amount of the transfer taxes will
be billed directly to the tendering holder.
Except as provided in this Instruction 6, it is not necessary for transfer
tax stamps to be affixed to the Original Second Priority Notes specified in
this Letter.
7. Waiver of Conditions.
The Issuers and the Guarantors reserve the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
8. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Original Second Priority Notes, by execution
of this Letter, shall waive any right to receive notice of the acceptance of
their Original Second Priority Notes for exchange.
Neither the Issuers, the Guarantors, the Exchange Agent nor any other person
is obligated to give notice of any defect or irregularity with respect to any
tender of Original Second Priority Notes nor shall any of them incur any
liability for failure to give any such notice.
9. Mutilated, Lost, Stolen or Destroyed Original Second Priority Notes.
Any holder whose Original Second Priority Notes have been mutilated, lost,
stolen or destroyed should contact the Exchange Agent at the address indicated
above for further instructions.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYORS' NAMES: TRUMP CASINO HOLDINGS, LLC AND
TRUMP CASINO FUNDING, INC.
Name as shown on account (if joint, list first and circle name of the person
or entity whose number you enter below)
Name:__________________________________________________________________________
Address:_______________________________________________________________________
City, State and Zip Code:______________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE TAXPAYER IDENTIFICATION NO. FOR
ALL ACCOUNTS Social Security Number
Form W-9
Enter your taxpayer identification number in ---------------------
Department of the Treasury the appropriate box. For most individuals this
Internal Revenue Service is your social security number. If you do not Employer Identification Number
have a number see the enclosed Guidelines. If
Payor's Request for awaiting TIN write "Applied For." ----------------------
Taxpayer Identification Number (TIN)
Note: If the account is more than one name,
see the enclosed Guidelines on which number
to give the payor
- ------------------------------------------------------------------------------------------------------------------------------------
For Payees Exempt from Backup Withholding, see the enclosed Guidelines and
complete as provided therein.
Certification--Under penalties of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number
(or a Taxpayer Identification Number has not been issued to me and either
(a) I have mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service ("IRS")
or Social Security Administration office or (b) I intend to mail or deliver
an application in the near future. I understand that if I do not provide a
Taxpayer Identification Number within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide
a number) and
(2) I am not subject to backup withholding either because (a) I am exempt from
backup withholding, (b) I have not been notified by the IRS that I am
subject to backup withholding as a result of a failure to report all
interest or dividends or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Certification Instructions: You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of under reporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are not longer
subject to backup withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines).
SIGNATURE __________________________ DATE____________________________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN THE
SPACE FOR THE "TIN" ON SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
- --------------------------------------------------------------------------------
I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number by the time of payment, 31% of all
reportable payments made to me will be withheld but that such amounts will be
refunded to me if I then provide a Taxpayer Identification Number within sixty
(60) days.
------------------------- -------------------------
Signature Date
-----------------------------------------------------
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