Promissory Note - Trump Hotels & Casino Resorts Holdings LP and Nicholas L. Ribis
PROMISSORY NOTE
Effective as of
December 4, 1996
FOR VALUE RECEIVED, Nicholas L. Ribis ("Ribis") hereby promises to pay
to the order of Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited
partnership ("Holdings"), at 2500 Boardwalk, Atlantic City, New Jersey 08401, or
at such address as Holdings or the holder of this Note shall have given to
Ribis, the principal sum of One Million Four Hundred Thousand ($1,400,000)
Dollars on the earliest of (i) December 31, 1997, (ii) immediately upon a
termination of Ribis's employment pursuant to Section 11(c) or (f) of that
certain Employment Agreement, dated as of June 12, 1995, by and among Ribis,
Holdings and Trump Hotels & Casino Resorts, Inc. (the "Agreement"), or (iii)
immediately upon a breach by Ribis of Section 12 of the Agreement (the "Maturity
Date"). Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
Ribis also promises to pay interest on the unpaid principal balance of
this Note at such address, at the rate of 7.75% per annum (computed on the basis
of a 360-day year) until payment of the principal amount hereof has been made,
such interest to accrue from the date hereof and to be payable on the Maturity
Date.
No later than five business days following the sale by Ribis of any of
the Stock issued under Section 6(b) or 6(c) of the Agreement, Ribis shall repay
such portion, if any, of the unpaid principal and accrued interest of this Note
as equals the proportion that the number of shares of Stock being sold bears to
the number of shares of Stock originally issued to Ribis in connection with this
Note (as each number may be adjusted in accordance with the procedure set forth
in Section 13 of the 1995 Stock Plan).
Any payments of principal and/or interest shall be made in such
currency of the United States that at the time of payment shall be legal tender
for the payment of public and private debts.
This Note may be prepaid in whole or in part at any time and from time
to time without penalty or premium. Any prepayment of this Note shall be
applied first to the payment of interest accrued and unpaid on this Note and
second to the payment of principal.
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Ribis hereby forever waives presentment, demand, presentment for
payment, protest, notice of protest, notice of dishonor of this Note and all
other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note.
This Note shall be governed and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
entirely in such State and shall be binding upon the heirs or legal
representatives of Ribis and shall inure to the benefit of the successors and
assigns of Holdings.
IN WITNESS WHEREOF, Ribis has executed and delivered this Note as of
the date hereinabove first written.
/s/ Nicholas L. Ribis
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Nicholas L. Ribis
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