1996 CONTRIBUTION AGREEMENT
1996 CONTRIBUTION AGREEMENT, dated as of April 17, 1996, between Donald J. Trump ("Trump"), Trump Casinos, Inc., a New Jersey corporation wholly owned by Trump (fka Trump Taj Mahal, Inc.) ("TCI"), THCR/LP Corporation, a New Jersey corporation (fka TM/GP Corporation) ("THCR/LP" and collectively with Trump and TCI, the "Transferors"), and Trump Hotels& Casino Resorts Holdings, L. P., a Delaware limited partnership (the "Transferee").
WITNESSETH:
WHEREAS, each of TCI and THCR/LP holds a 49.995% general partnership interest in Trump Taj Mahal Associates ("Taj Associates, and each of Trump and THCR Holding Corp. (fka Taj Mahal Holding Corp.) ("THCR Holding") owns 50% of the capital stock of Trump Atlantic City Corporation (fka The Trump Taj Mahal Corporation) ("TACC"), 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 THCR/LP and TCI 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"), including the issuance of First Mortgage Notes by Trump Atlantic City Associates and Trump Atlantic City Funding, Inc. (the "Mortgage Note Offering"), following the consummation of the Mortgage Note Offering, Trump Hotels& Casino Resorts, Inc. ("THCR") will cause THCR Holding to contribute the shares of capital stock of TACC to THCR/LP, and each of Trump, TCI and THCR/LP will then contribute their respective interests in Taj Associates and TACC 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:
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