EXHIBIT 10.53.1
WF&G Draft
4/3/96
1996 CONTRIBUTION AGREEMENT
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1996 CONTRIBUTION AGREEMENT, dated as of April __, 1996, between
Donald J. Trump ("Trump"), Trump Taj Mahal, Inc., a New Jersey corporation
wholly owned by Trump ("TTMI"), TM/GP Corporation, a New Jersey corporation
("TM/GP" and collectively with Trump and TTMI, the "Transferors"), and Trump
Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership (the
"Transferee").
W I T N E S S E T H:
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WHEREAS, each of TTMI and TM/GP holds a 49.995% general partnership
interest in Trump Taj Mahal Associates ("Taj Associates, and each of Trump and
Taj Mahal Holding Corp. ("Taj Holding") owns 50% of the capital stock of The
Trump Taj Mahal Corporation ("TTMC"), which holds a .01% general partnership
interest in Taj Associates;
WHEREAS, concurrently with the execution of this Agreement, the
Transferors and Transferee are entering into a Second Amended and Restated
Agreement of Limited Partnership of the Transferee, dated as of the date hereof
(the "Partnership Agreement"), pursuant to which Trump will continue as a
Limited Partner (as defined therein) of the Transferee and each of TM/GP and
TTMI will become Limited Partners of the Transferee on the terms and subject to
the conditions set forth therein; and
WHEREAS, in connection with the acquisition of Taj Associates by the
Transferee and the other transactions related thereto (the "Merger
Transaction"), Trump Hotels & Casino Resorts, Inc. ("THCR") will cause Taj
Holding to contribute the shares of capital stock of TTMC to TM/GP, and each of
Trump, TTMI and TM/GP will then contribute their respective interests in Taj
Associates and TTMC to the Transferee on the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and the other agreements being entered in connection
with the Merger Transaction 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:
ARTICLE I.
The Contribution
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Section 1.1. The Capital Contribution. Effective as of the date
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hereof and in fulfillment of the obligation of the Transferors to make the
capital contributions pursuant to Section [4.1] of the Partnership Agreement,
each of the Transferors hereby contributes, transfers, assigns and conveys to
the Transferee all right, title and interest in and to those assets of the
respective Transferor set forth opposite its name on Schedule A hereto (the
foregoing being referred to collectively as the "Assets").
Section 1.2. Direction of Transfer. Transferee hereby directs that
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the Transferors effect the transfer of the Assets by contributing, transferring,
assigning and conveying such Assets, on behalf of the Transferee, directly to
the Transferee's wholly owned subsidiary, Trump Atlantic City Associates.
ARTICLE II.
The Consideration
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Section 2.1. Obligations of the Transferee. In further
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consideration for the contribution of the Assets pursuant to Section 1.1, the
Transferee, on behalf of itself and its subsidiaries now existing and hereafter
acquired, hereby:
(i) accepts all right, title and interest in and to the Assets and
does hereby assume and agree to promptly and fully pay, perform and
discharge when due all obligations and liabilities associated with the
Assets (collectively, the "Assumed Liabilities," including, without
limitation, all obligations and liabilities of each of TTMI, TM/GP and TTMC
as a general partner of Taj Associates, but excluding any liabilities
arising out of breaches of the representations and warranties of the
Transferors contained in Article III hereof); and
(ii) agrees to indemnify the Transferors against all actions,
proceedings, costs, damages, claims and demands arising in connection with
the Assumed Liabilities subsequent to the date hereof except insofar as
such actions, proceedings, costs, damages, claims and demands arise out of
the gross negligence or willful misconduct of such Transferor.
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ARTICLE III.
Representations and Warranties
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Each Transferor hereby severally represents and warrants to the
Transferee that, as of the date hereof:
Section 3.1. Due Execution and Delivery; Enforceability. This
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Agreement has been duly executed and delivered by such Transferor in accordance
with its terms and is a legal, valid and binding agreement of such Transferor
enforceable against such Transferor in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and similar laws affecting creditors' rights and remedies generally and
to general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity).
Section 3.2. No Conflicts. The execution, delivery and performance
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of this Agreement by such Transferor, and the consummation of the transactions
contemplated hereby, do not and will not conflict with or result in a breach or
violation of (i) any of the respective charters or by-laws of such Transferor or
any of its subsidiaries, as applicable, (ii) any of the terms or provisions of,
or constitute a default or cause an acceleration or any obligation under, or
result in the imposition or creation of (or the obligation to create or impose),
any security interest, mortgage, pledge, claim, lien, encumbrance or adverse
interest of any nature (each, a "Lien") with respect to any obligation, bond
agreement, note, debenture or other evidence of indebtedness or any indenture,
mortgage, deed of trust or other agreement, lease or instrument to which such
Transferor or any of its Affiliates is a party or by which such Transferor or
any of its Affiliates is bound or to which any of the properties or assets of
such Transferor or any of its Affiliates (including, without limitation, the
Assets transferred by such Transferor) may be subject or (iii) any Federal,
state or local law, rule, administrative regulation or ordinance or order of any
court or governmental agency, body or official having jurisdiction over such
Transferor or any of the Assets transferred by such Transferor, except, in the
case of clauses (ii) and (iii), for such conflicts, breaches, violations,
defaults or Liens that would not have a material adverse effect on the Assets
transferred by such Transferor (a "Material Adverse Effect").
Section 3.3. No Consents or Approvals. No authorization, approval,
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consent or order of, or filing with, any court or governmental body, agency or
official, including the New Jersey Casino Control Commission, the New Jersey
Department of Environmental Protection and the Indiana Gaming Commission, is
necessary in connection with the transactions contemplated by this Agreement,
except those of which have been obtained or made on or prior to the date hereof.
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Section 3.4. Title to Assets. Such Transferor has good title to
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the Assets that it is transferring pursuant to this Agreement, free and clear of
any Liens.
ARTICLE IV.
Further Documents
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Each of the Transferors and the Transferee hereby undertakes that it
will, and will cause its Affiliates to, execute and undertake to perform at the
Transferee's expense all such further agreements, documents and other actions as
may be reasonably necessary for vesting the Assets in the Transferee and Trump
AC and otherwise for giving full effect to this Agreement.
ARTICLE V.
Miscellaneous
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Section 5.1. Waiver, Amendment. Neither this Agreement nor any
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provision hereof shall be waived, amended, modified, changed, discharged or
terminated except by an instrument in writing executed by the Transferors and
the Transferee.
Section 5.2. Assignability. Neither this Agreement nor any right,
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remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by the Transferors or the Transferee, without the prior written
consent of each other parties.
Section 5.3. Entire Agreement. This Agreement, together with the
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schedule hereto, sets forth the entire agreement and understanding of the
parties hereto with respect to the transactions contemplated hereby and
supersedes any and all prior 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 or the
written schedules or other documents delivered pursuant hereto or in connection
with the transactions contemplated hereby, and no party hereto shall be bound by
or liable for any alleged representation, promise or statement of intention not
set forth herein or therein. All of the documents referred to in the
immediately preceding sentence are hereby incorporated by reference and shall be
deemed a part of this Agreement with the same effect as if set forth in full
herein.
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Section 5.4. Severability. If any provision of this Agreement or
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the application of any such provision to any person or circumstance shall be
held invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, this Agreement shall continue in full force and effect without
said provision.
Section 5.5. Section and Other Headings. The section headings
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contained in this Agreement and the schedules thereto are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
Section 5.6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
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AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. THE TRANSFERORS AND
THE TRANSFEREE HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW JERSEY
STATE COURT SITTING IN ATLANTIC CITY, NEW JERSEY OR ANY FEDERAL COURT SITTING IN
ATLANTIC CITY, 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. THE TRANSFERORS AND THE TRANSFEREE 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.
Section 5.7. Counterparts. This Agreement may be executed in any
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number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which together shall be deemed to be one and
the same agreement.
Section 5.8. Notice. Each notice, demand, request, request for
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approval, consent, approval, disapproval, designation or other communication
(each of the foregoing being referred to herein as a "notice") required or
desired to be given or made under this Agreement shall be in writing (except as
otherwise provided in this Agreement), and shall be effective and deemed to have
been received (i) when delivered in person, (ii) when sent by facsimile
transmission with receipt acknowledged, (iii) three (3) days after having been
mailed by certified or registered United States mail, postage prepaid, return
receipt requested, or (iv) the next business day after having been sent by a
nationally recognized overnight mail or courier service, receipt requested (a)
if to Trump or TTMI, at 725 Fifth Avenue, 26th Floor, New York, NY 10022 or (b)
if to TM/GP or the Transferee, at Mississippi Avenue and The Boardwalk, Atlantic
City, New Jersey 08401 and addressed to the attention of the Corporate
Secretary.
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Section 5.9. Compliance with State Gaming Regulations. Each of
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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 New Jersey Casino Control
Commission and the Indiana Gaming Commission.
Section 5.10. Third Party Rights. Except as otherwise set forth
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herein, nothing in this Agreement is intended or shall be construed to confer
upon or give any Person, other than the parties hereto, Trump AC and THCR, and
each of their respective successors, any rights or remedies under or by reason
of this Agreement or any transaction contemplated hereby.
Section 5.11. Limitation on Damages. No party shall be liable to
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the other parties for any consequential damages resulting from a breach of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
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DONALD J. TRUMP
TRUMP TAJ MAHAL, INC.
By:-----------------------------
Donald J. Trump
President
TM/GP CORPORATION
By:-----------------------------
Nicholas F. Moles
Secretary
TRUMP HOTELS & CASINO RESORTS
HOLDINGS, L.P.
By: Trump Hotels & Casino Resorts, Inc.,
its general partner
By:------------------------
Robert M. Pickus
Executive Vice President
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SCHEDULE A
ASSETS
TRANSFEROR ASSETS TRANSFERRED
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Donald J. Trump 20 shares of Common Stock of
The Trump Taj Mahal Corporation
Trump Taj Mahal, Inc. 49.995% general partnership
interest in Trump Taj Mahal
Associates
TM/GP Corporation 20 shares of Common Stock of
The Trump Taj Mahal Corporation
and
49.995% general partnership
interest in Trump Taj Mahal
Associates
A-1