Message

 

From: Felix H. Sater [felix@regency.net]

Sent: 10/13/2015 1:30:52 PM

To: Michael Cohen Administrative Group/canecipients/cn=mcohen]
CC: Jeffrey M. Davis 

Subject: Fwd: Signed Trump Moscow

Attachments: 

Dear Michael,

Attached is the signed LOI, by Andrey Rozov. Please have Mr. Trump counter?sign, signed and sent back.
Lets make this happen and build a Trump Moscow. And possibly ?x relations between the countries by
showing everyone that commerce business are much better and more practical than politics. That should be
Putins message as well, and we will help him agree on that message.

Help world peace and make a lot of money, I would say thats a great lifetime goal for us to go after.

Sincerely,
Felix Sater

Begin forwarded message:

From: Dmitry Chizhikov 
Date: October 13, 2015 at 12:31:08 PM EDT

To: "felixsater@gmail.com" <felixsater?qmailcom>

Cc: Andrey Rozov <avr@rav-investment
Subject: LOI





 m:

725 Fifth Avenue, 26? Floor
wk, NY 10022

      

 

October i; 2015

LC. Export Investment Company
25 Bid. 1 Leninsky AVcnne
Moscow, Russia, 1190?).
Attention: Andrey Rozov

R3: 7?01??th devempment Dfa?rst Class. luxury. mixed use to be known as Trump
World Tower Moscow, and located in Moscow City (the "Project"?

Dear Andrey:

This letter of intent (this ?1401?) sets forth a summary of some of the basic terms of a
agreement (the ?License Agreement?) to be entered into by Trump Acquisition,
LLC and/or one or more of its af?liates, as iiconsor (?Licensor?), and LC. Export
Investment Company and/or one or more of its af?liates, as licensee (?Licensee?), with
respect to the Project (Licenset and Licensee, collectively, the ?Parties?) and in.
accordance with Licensor?s current form of" license agreement. This LOI is only
intended to facilitate ?nther discussions between the Parties and solely rcmosents the
Parties? current intention to negotiate for and attempt to enter into a mutually acceptable
agreement covering all aspects of the transaction, subject, however, to the terms and
conditions hereafter providctl, A general outline of the proposed transaction is, as
follows:

Licensor: Trump Acquisition, LLC and/or one or more of its af?liates
Licemea; LC. Export Company and/or one or more of its affiliates
Property: Real property to be acquired by Licensee and to be known. as ?hump

World Tower Moscow and located in Moscow City, as mutually
agreed upon by the Parties (the ?Property?).

Licensed Mark.- Liccnsor will grant to Licensee a nonexclusive right. to use one or
more derivatives of the ?Tnunp? name to be agreed upon by the
Parties (the ?Licensed Marks?), for the purpose of identifying,
promoting and marketing the Property and each and every amenity
and component to be located thereon (each a ?Development
Component?), subject to tho ofthe License Agreement.

Term: The term of the License Agreement shall commence on the date of the
License Agreement and end on the date the License Agreement shall
terminate pursuant to its toms or by operation of law.

Development In addition to certain other related amenities, components and

Components.- theilitics as the Parties shall mutually agree upon from time to time,
the Property shall contain and consist of the following Development
Components:



Development Component Description/Regulrements

Residential Approximately 250 ?rst class, luxury
Component residential condominiums.

Hotel One ?rst class, luxury hotel
Component consisting of approximately 15 floors

and containing not fewer than 150
hotel rooms.

Recreational One first class, luxury spa/?tness
Component center with related amenities?
Commercial A commercial component consistent
Component with the overall luxury level of the
Property.
Of?ce Component An of?ce component consistent with
Class A luxury of?ce properties.
Parking A parking component consistent with
Component the overall ltntory of the Property.
Development Licensee will design, develop, construct, equip and furnish the
Standards: Property, including without limitation, each Development

Component, in accordance with Licensor?s Development Standards,
which have been provided to Licensee under separate cover and will
be contained in the License Agreement.

Operating Licensee will, at all times, operate and maintain the Property and each

Standards: Development Component and ensure that all users maintain those
standards of ownership, operation and maintenance set forth in
Licensor?s Operating Standards, which have been provided to
Licensee under separate cover and will be contained in the License
Agreement, in connectitm with the Property and each Development
Component.

Review ofP/lms: Licensee shall deliver to License: all plans and speci?cations,
renderings, a proposed construction budget and other explanatory
materials as Licensor shall reasonably require to convey the design of
the Property (collectively, the ?Plans?). All Plans shall be subject to
Licensor?s prior review and approval, which approval shall not be
unreasonably withheld or delayed provided that the Plans comply
with Licensor?s Development Standards and Operating Standards,
where applicable. Each architect, designer, engineer, landscape
designer and consultant retained "by Licensee in connection with the
design, construction and development of the Pronerty shall be subject
to Licensor?s prior written approval (not to be unreasonably withheld
or delayed).

Licensor shall also have reasonable approval over the sales and
marketing agencies retained by Licensee to market and promote the
Ptopexty and the Development Components as well as, approval over
all advancing materials and sales and marketing campaigns.





Management of Licensee shall execute a Hotel Management Agreement with an

the Property: affiliate of Liccnsor for the operation of the Hotel in accordance with
the tonne set forth in Schedule 1 hereto and pursuant to Licensor?s or
its af?liate?s customary form of hotel management. agreement.

Licensee shall also execute a Residential Management Agreement at
Licensor?s option, for the management of the Residential
Condominium by an af?liate of Licensee, on terms which shall be
competitive with those terms offered by an experienced manager of
branded luxury real estate comparable to the Residential
Condominium, as determined by Licensor in its reasonable discretion.
In the event Liceusor shall elect in its sole discretion not to manage
the Residential Condominium, the company selected by Licensee to
manage the Residential Condominium, and any agreement relating
thereto, and the terms thereof, shall be subject to Licensor?s prior
twitten approval (not to be unreasonably withheld or delayed), In this
case, License: shall have the right to supervise the operations and
management of? the Residential Condominium by the selected
manager to ensure compliance with the Operating Standards, and
Liceusor shall be entitled to reimbursement of Licensor"s costs and
espenscs for such supervision (the ?Supervisory Fee?), which
Supervisioz'y Fee Licensor shall be entitled to collect: from all
residential condominium unit owners of the Property pursuant to an
applicable provision to be included in the Condominium Documents
(as de?ned in the License Agreement).

License Fees: Licensee shall pay to Liceusor certain non-refundable license fees as
set forth on Schedule 2 attached hereto.

 

Termination The Parties shall negotiate, applicable termination. rights giving
Rights/Cross? Licensor certain rights to terminate the License Agreement in certain,
Termination: events, including, without limitation, in the event of a default. by

Licensee or its af?liate under, or a termination of, the Hotel
Management Agreemant or the Residential Management Agreement.

Licensee Except for sales of individual condominium units at the Property in

ransjfer Rights: the ordinary course of Licensee?s business and in accordance with the
tonne of the License Agreement and certain limited circumstances to
be articulated in detail in the License Agreement, Licensee shall be
precluded from conveying all or any portion of its interest in the
Property, any director indirect ownership interests in Licensee or any
of its right, title and interest to the License Agreement.

Reposits: All deposits, down payments, installments and other payments
(together, ?Deposits?) made by any purchaser of any unit in advance
of the closing of such unit shall be deposited in escrow, and
Licensee. shall not, without the prior written consent of Licensor,
which may be withheld in Licensor?s sole discretion, remove any
portion of the Deposits liom escrow irrespective of whether
Licensee is permitted to withdraw the deposit in question from
escrow pursoant to the terms of the contract of sale govcming the
sale of such unit or pursuant to any loan documents with respect to
any ?nancing obtained by Licensee with respect to the Property.

'5 
3 



No Other Uses:

Expense Deposit;

No Broken:

Principalevent may the Property or any portion thereof be used for
Other Uses (as hereinafter de?ned) without the prior written consent
of Licensor, which may be withheld in Licensor?s sole discretion. In
the event of a breach of this section, Lioensor shall have the
immediate right to terminate the License. Agreement. For purposos
of this section, the term ?Other Uses? shall mean all uses other than
the Development Components expressly set forth in this L01 and
shall include, without limitation, time shares, residential or
resort membership clubs, fractional ownership and any similar forms
of ownership that divide such ownership according to speci?c
assigned calendar periods or similar methods, (B) hotel
condominiums, serviced apartments, extended stay hotels or any
similar use, (C) golf courses and (D) casinos and the ownership,
operation or management of casinos and any gaming activities,
including, without limitation, any activities relating to or consisting
of the taking or receivin of bets or wagers upon the result. of games
of chance or skill.

Prior to the date that License: shall hire, retain or otherwise agree to
utilize the services of any third party (including, but not limited to,
local counsel, tax counsel, trademark counsel, condominium counsel
and. any accountants) for the provision of advice or services related
to the dialling and. negotiation of the License Agreement (?Third
Party Services?), Liconsor shall deliver a notice of such intent in
writing (which may be sent via email) to Licensee, and within three
(3) days of Licensee?s receipt of such notice, Licenseo? shall he
required to deposit with Licensor an amount equal to $100,000 (the
?Expense Deposit?). Simultaneously with the execution of the
License Agreement, the Uri-Front. Fee (as de?ned in Schedule 
shall be offset by the full amount of the Expense Deposit (222., if
Licensee has delivered the Expense Deposit to Liconsor in
accordance with this L01, Licensee shall be obligated to pay to
License: an amount equal to $100,000 upon execution of the
License Agreement, representing an amount equal to the Lip?Front
Fee less the Expense Deposit). If Licensee has paid the Expense
Deposit and therea?er either Party in its sole discretion chooses not
to execute the License Agreement, then Licensor shall re?md to
Licensee the portion of such Expense Deposit (if any) that has not
been, allocated to the payment of costs incurred by Licensor for
Third Party Services.

Licensee represents and warrants to Licensor that it has not dealt,
with any brokor with respect to the transaction contemplated by this
and agrees to indemnify and hold Liconsor harmless from and
against any claim for any brokerage or other commission or ?nder?s
fee made by any person or entity claiming to have acted on the
behalf of Licensee by reason of the transaction contemplated herein.
The: indemnity set forth in this paragraph shall survive the
termination of this 

Licensee hereby represents and warrants that the principal of
Licensee is Andrey Rozov (?Principal?), who owns 100% of

i '33




Licensee.

Nous Licensee will provide Licensor with a non~disturbance agreement
Disturbance: from all mortgagees, ground lessors and other superior instrument
holders, on Lioensor?s standard form.

Con?d'entialigv: The Parties (which for the purposes of this paragraph shall include
the Parties? reapectii/e o?icers, directors, members, employees,
agents, contractors, consultants, sen/ants, associates or
representatives) agree to keep con?dential the terms of this 
their relationship with the other Party and any other information
disclosed which is pertinent to this L01, and will only disclaiSe the
same to its representatives, lenders and third parties on a need. to
know basis. The terms of this con?dentiality provision shall sm?vi?ve
the termination ofthis L01.

Recourse: Principal shall be required to guarantee the payment to Licensor of
any loss, damage, cost or expense, including reasonabie counsel fees
and disbursements, incurred by or on behalf of Licensor by reason
of the occurrence of certain bad boy acts by Licensee.

Currency: All references in this LOI (including all exhibits and schedules) to
dollar amounts, and all uses of the symbol shall refer to the
lawful currency of the United States of America and all amounts to
be paid hereunder, including, without limitation, all License Fees,
shall be paid in US Dollars.

Governing The binding provisions of this L01 shall be governed by the laws of

Law/Venue: the State of New York (without regard to con?ict of laws
principles). All disputes between the Parties under the binding
provisions of this LOI shall be settled by binding arbitration in
accordance with the Comprehensive Arbitration Rules. and
Procedures of JAMS International Arbitration Rules. The place of
arbitration shall be New York, NY.

Except for the Brokers, Con?dentiality and Governing Law/Venue provisions set forth:
herein, this shall not be binding on any party hereto. The Parties agree that unless
and until a License Agreement between the Parties has been executed and delivered, 
no party shall be under any legal obligation of any kind whatsoever to consummate a
transaction hereby by virtue of this this LOI shall not be construed to be a
binding contract between the Parties {other than with respect to the Brokers,
Con?dentiality and Governing Law/Venue provisions set forth herein); and no
equitable cause of action shall be asserted by any party that a contract or agreement
(de?nitive or otherwise) exists between the Parties with respect to any transaction
contemplated, proposed, or discussed herein.-

FOLLOW THIS 


\v

U1




,v 



Provided you are in agreement with these terms, please countersign this L01 in the space
provided below and return a copy to my attention. We 100k forward 1'0 your timeiy

response.
Very truly yours,

TRUMP ACQUISITION, LLC

By:

 

Name:
Title:

THE ABOVE IS ACKNOWLEDGED,
CONSENTED TO AND AGREED TO BY:

LC. EXPERT COMPANY


ff


By; 

Andrey Rozov
Title: Chairman

COHEN 

SCHEDULE 1

 

HOTEL WAGEMENT AGREENIENT TERM SHEET

The fir/Flowing sers?vrtk an autiim' of the principal terms and conditions of the
pmposed hotel management agreemem (the that the below mentimed pm'ties
(each, a ?Party?, and together, the ?Parties?? have the intention to negatiare with respect
to the below referenced imtel. your approval of these terms and conditiom
Operator (as dg?ned below) is prepared to draft an IM and 23514 (as hereina?er
de?ned)foryour review.

Hotel: A ?rst. class, luxury hotel (the ?-Hotel") to be known and Operated.
as Trump International Hotel Tower Moscow (or such other
name as the Farties shall mutually agree upon) heated in. Moscow
City containing approximately 150 hotel moms.

Owner: LC. Expert Investment Company and/or one or more of its
af?liates.
Operator: Trump International Hotels Management, LLC and/or one 0r

more of its af?liates.

Term: The HMA shall expire twenty?va (25) full calendar years from
the date the Hntal opens for business as a Trump brand hotel
accepting paying guests in accardance with the HMA (the
?Opening Date?), with two (2) consecutive ?ve (5) year
consecutive renewal terms, each of which renewal terms shall be
at Operamr?s election.

Management Fees: m: A base fee (payable on a basis) for each
month timing the T8112: (including any partial month at {he
commencement and expiration or tamination of the Term) equal
to:

Years l~51 3.00% of Gross Operating Revenues
Years 6-25 (plus renewals): 4.00% of Gross Operating Revenues

?Grass Operating Revenues? means all revenue and income of
any kind derived diractly or indirectly from the operation of the
Hotel, and including all gross tax/6mm generated from
guest moms and other areas, food and baverage areas,
the operatinn of all banquet, catering and room service
?mctions at the Hotel, including any such services which may be
provided off site: ((1)111: operation of any parking facilities at the
Hotel or the site which otherwise provide parking services for
Hotel guests and visitors, (3) lease payments, management or

5? 
- 2
5/105:

COHEN -nmgadm

operating payments, rentals or other payments or distributions to
Owner or the Hotel from any third parties that are tenants of or
otherwise manage or operate areas in the Hotel, and fees for
services such as intemet and movie, facilities fees, resort fees, and
similar fees and all commissions received; but expressly
excluding the following: taxes; (ii) receipts from the
?nancing, sale or other disposition of capital assets and other
items not in the ordinary course of the Hotel?s operations and
income derived from securities and other property acquired and
held for investment; any proceeds paid as compensation for
condemnation or alterations or physical damage to the Hotel;
(iv) proceeds of any insurance; and rebates, discounts or
credits provided by Operator to Hotel guests.

lncentige Fee; An incentive fee (payable on a basis and
subject to annual rcoonciliation)eq1ml to 20% of Adjusted Gross
Operating Pro?t. ?Adjusted Gross Operating Pro?t? shall
mean Gross Operating Pro?t (as such term shall be de?ned in the
llMA) less the Base Fee.

Employees: Other than Hotel executive stat? that Operator, in its sole
discretion, elects to employ, Owner or an af?liate of Owner wi ll
be the employer of all employees of the Hotel and will be solely
responsible for the payment all employee salaries, costs and
expenses, all of which shall be included as Operating Expenses.
The selection of all employees of the Hotel will be at Operator?s
discretion, and Operator will be responsible for and control all
employee hiring, termination, bene?ts, training, development,
administration and other employee related matters.

Development Owner, at Owner?s sole cost and expense, shall design, develop,

Standards: construct, equip and ?nish the Hotel in accordance with the
Trump Brand Standards (as such term shall be de?ned in the
HMA).

Maintenance and Operator, at Owner?s sole cost and expense, shall operate and

Repair of Hotel: maintain the Hotel in accordance with the Trump Brand
Standards, and Owner shall provide Operator with suf?cient
funds so as to enable Operator to comply with such obligations.

Centralized The Hotel and. its employees shall be obligated to participate in all
Services.- of Operator?s (and its af?liates) mandatory (centralized services,
which centralized services may, at Operator?s election, include,
without limitation, coordinated marketing and advertising (as
more partialzilarly described below), training and orientation,
infonnation technology services, reservation services, human

COHFN -nm 

resources, payroll, bene?t plan administration, purchasing
services, guest satisfaction surveys and brand assurance audits.
Owner shall pay Operator for such centralized services within
??een (15) days following Operator?s demand therefor.

Reimbursement of Owner shall reimburse Operator for all of Operator?s customary
Fees: costs and expenses, including, but not limited. to, legal fees, travel
related. expenses (including airfare), architectural review fees,
domain name ?ling fees and trademark ?ling and review fees, all
as: more particularly described in Operator?s current form of

HMA.
Hotel Technical Operator will provide technical services to Owner in connection
Services: with the development of the Hotel pursuant to a separate teclmioal

services agreement to he entered into between Owner and
Operator in accordance with Operator?s customary form (the
The icon of the TSA shall expire on the later of the
Opening Date or the date the work on the De?ciency List (as
such term shall be de?ned in the SA) is completed to Operator?s
reasonable satisfaction. The TSA will, among other items,
contain customary terms and conditions, including, without
limitation, a technical services fee to be paid by Owner to
Operator in the amount of per room per year (and any
portion thereof on a prorated basis) for the term of the TSA), and
the reimbursement of all of Operator?s out of pocket expenses. In
the event Operator shall provide personnel cit-site, the costs and
expenses associated with such personnel (including all
compensation paid to such personnel) will be reimbursed to
Operator by Owner.

Debt Covenants: Ovmer shall not incur Financing (as such term shall be de?ned in
the HMA) in connection with the Hotel (whether secured by the
Hotel or otherwise) that: prior to the Opening Date exceeds
seventy??ve percent of the cost to develop: ?lmish and
open the Hotel, at any time following the Opening Date
exceeds seventy-?ve percent of the loan to value ratio for
the Hotel or (2) would cause the ratio of Adjusted Gross
Operating (Pro?t minus the cost of taxes, insurance premiums and
deposits into the Reserve Fund. (as such term shall be defined in
the HMA) for the pen?od in question to (ii) anticipated aggregate
Debt; Service (as such term shall be de?ned in the HMA) in
connection with all Financings for the next twelve months is not
reasonably anticipated to be less than 1.4 to 1. Any Financing
must be obtained from an Institutional Lender (as such term shall
be defined in the EMA),

 

To be discussed with Trump I?lotel CEO.

COHFN MICHAFI 4101 9841.12

Hotel Sales and
Marketing Fee:

Food and Beverage:

Spa/Fitness
Facilities:

. .

During each ?scal year, Owner and 0pcrator shall sot aside
2.00% of Gross Operating Revenues to be contributed to a
centralized fund to be administered by Operator or an affiliate of
Operator for coordinated sales and marketing efforts among all
?Trump? branded hotels.

Operator may cloct to manage the food and beverage facilities of
the Hotel. If Operator does not elect to manage such facilities, it
may choose to have snob food and beverage facilities operated by
a third party, which my be an af?liate of Operator, Operator?s
selection of any third party, the manner in whioh such food and
beverage facilities shall be operated (229., a lease, license,
concession management or similar agreement) on behalf of
Owner and the forms of such agreements shall be subject to
Owner?s reasonable approval. One: such approval is granted,
Operator may negotiates, enter into and administer such
agreements, so long as such agreements either have a term
equal to or less than 0116(1) year or can be terminated, without
penalty, and upon notice of not more than 180 days. In
connection with the preparation, negotiation and/or administration
of any such agreomsng Operator may, at Owner?s expense,
engage counsel reasonably approved by Owner. All such
agreements shall require the third parties to operate the food and
beverage facilities in accordance with the Trump Brand
Standards.

Operator may elect to manager the spa and/or ?tness facilities of
the Hotel. If Operator elects not to manage any spa and/or ?tness
facilities as a department of the Hotel, Operator may select a third
party, which may be an af?liate ofOperat?or, to operate all or any
portion of such facilities under such party?s brand name or such
other name pursumt to an agreement as detenninecl by Operator.
Operator may negotiate, enter into and administer such
agreements, so long as such agreements either have a term
equal to or less than one (1) year or y) can be terminated, without
penalty, and upon notice ofno more than 180 clays. OperatOr may
also brand all or any portion of the spa or ?tness facilities as
?The Spa, by ivanka Trump? or similar brand and/or operate
such branded. spa, or ?tness facilities as a department of the Holel
or (ii) select any third party, which may be an amliate of
Operator; to operate such branded spa or ?tness facilities, and, in
connection therewith, may negotiate, enter into and administer, in
the name and on behalf of Owner, any agreement for such
branded spa or ?tness facilities. All interior dosign elements of
the spa or ?tness facilities shall be completed and maintained in

COHEN MICHAEL-00196443

?st": A
5 r?

such manner as approved by, in their sole and absolute discretion,
Operator and (ii) to the extent that the spa or ?tness facilities
are branded under the ?Spa by lvonka Trump? (or similar) brand,
'lvanka Trump or her designoo.

Reserve Fund: During each ?scal year, Operator shall, on a basis, set
aside (from funds otherwise due to Owner) the percentage of
Gross Operating Revenues set forth below to a bank account.
designated by Owner and controlled by Operator to fund
fumitm'o, ?xtures and equipment replacement for the Hotel,
capital improvements and all other expenditures roasooably
necessary to maintain the Trump Brand Standards and physical
standards for all portions of the Hotel as determined by Qperator.
In the event that there are not enough funds from the operation of
the Hotel to fund such reserves, Owner shall be required. to
fund such reserves from other sources. Further, in the ovent the
amount on rosowo is inadequate to pay for the Cost of any of the
foregoing, Gunter shall be required to fund the difference.

The percent of Gross Operating Revenues which Owner must set
aside or otherwise fund are, as follows:

Year 1: 3% of Gross Operating Revenues
Year 4% of Gross Operating Revenues
Years 3-25 (plus renewals): 5% of Gross Operating Revenues

Sale/Assignment: Provided that Owner is not in default under the HMA or TSA
following the. Opening Date, Dimer may effect a. transfer of an
ownership or leasehold interest in the Hotel to a party who is
not a Prohibited Person (as such term shall be de?ned in the
HMA), has suf?cient ?nancial resources and liquidity to
satisfy Owner?s obligations to Operator and its af?liates under the
HMA and has adequate experience in the ownership of
projects similar to the Hotel, in each case as reasonably
determined by Operator, provided that OWrier?s entire interest
in the Hotel is transferred and (ii) the is assigned, with all
obligations, to the transferee and the transferee assumes all such
obligations in writing.

Memorandum Simultaneously with the execution of the EMA or upon a later

date to be mutually agreed upon by the Parties, the Parties shall
execute a recordable memorandum of HMA. Upon execution,-
such memorandum shall be recorded and/or registered (as
applicable) at Oxmer?s solo cost and expense in the jurisdiction in
which the Hotel is located.

MICHAFI -nmomm'z

Working Capital: Operator will establish and maintain (from '?znds otherwise due to
Owner) at working capital account which shall at all times contain
a sum equal to four (4) months of estimated operating expenses
for Operator to use to operate the Hotel.

Limitation on Operator?s perfoonaocc of any obligations under the HMA that

Operators Duty: require the expenditure of money shall be? subject to the
availability of suf?cient ?uids from the operation of the Hotel or
otherwise provided by Owner, and under no circumstance shall
Operator be obligated to advance its own fundsl All costs and
expenses of operating, maintaining, marketing and improving the
Hotel and providing Operator?s services shall be payable out of
funds from the operation of the Hotel. In tho event there shall not
be enough funds from the operation of the Hotel to satisfy such
costs and expenses, Owner shall be required to make suf?cient
funds available to Operator within ?fteen (35) days after
Operator?s demand therefor. Operator shall use reasonable efforts
to forecast and advise Owner in advance of any such anticipated
de?ciencios. Although Operator shall not be obligated to advance
its own funds, if Operator chooses to do so, in Operator?s sole
discretion, Owner shall reimburse Operator (or, if directed by
Operator, its af?liates) for any costs and expenses that are
incurred and paid by Operator for Owner?s account.

No Gaming: lo no event may the Hotel or any portion thereof he usod for
Casino and Gaming Activities (as de?ned herein) without the
prior written consent of Operator, which may be withheld in
Operator?s sole discretion. In the event of a breach of this
section, Operator shall have the immediate ?ght to terminate the
HMA. For purposes of this section, the term ?Casino and
Gaming Activities? shall mean the business of owning,
operating, managing or developing a casino or similar facility in
which a Principal. busincss activity is the taking or receiving of
bets or wagers upon the result of games of chance or skill,
including hotel, dockside, rivorhoztt, cruise ship, transooxtation,
entertainment, sports, resort, bar, restaurant and retail services in
connection with any of the foregoing activities.

Currency: All in this Term Shoot (including all exhibits and
schedules) to dollar amounts, and all uses of the symbol shall
refer to the lawful currency of the United States ot?America, and
all amounts to be paid hereunder: including, without limitation,
the Management Fees, shall be paid in US Dollars. Concurrently
with the making of any paymenL Owner shall pay to Operator an
amount equal to any sales, value added, excise and similar taxes

COHENMMICHAEL-00196443

levied on or deducted from each payment or assessed against
Operator. If any withholding or other taxes, duties or deductions
apply to any payments to Operator, OWner shell increase these
payments so than Operator receives the some not amount that they
would 'Ihave received if no withholding or other taxes, duties or
deductions were applicable.

NomDismrbance: Owner will provide Operator with a non~disimbance agreement
from all mortgagees, ground lessors and other superior instrument
holders, on Operator?s standard form, providing for, among other
matters, Operator?s right to continue operating the Hotel in
accordance with the HMA notwithstanding foreclosure, of the
mortgage, termination of the ground lease or other similar events,
the non-subordination of Management Fees and Operator?s
control of funds and accounts.

Governing Law and The HMA, the TSA and this Term Sheet will be governed by the

Jurisdiction: laws of the State of New York (without regard to con?ict of laws
principles), and the Parties will submit to the exclusive
jurisdiction of the federal and state courts of the State of New
York. The terms of this governing law provision
are binding. and shall survive the lamination of this Term Sheet.

Con?dentiality: The Parties (which for the purposes of this paragraph shall
include each of the Parties? of?cers, directors, members,
employees, agents, contractors, consultants, servants, associates
or representatives) shall at all times keep the terms of this Term
Sheet, including any information disclosed which is pertinent to
this Term Sheet, and the underlying transaction, strictly
con?dential. Owner shall also keep its relationship with Operator,
the Trump Brand Standards and the form of agreements provided
by Operator confidential. The terms of this con?dentiality
provision are binding and shall survive the termination of this
Term Sheet

No Brokers: Owner represents and wmanls to Dperator that it has not; dealt
with any broker with respect to the transaction contemplated by
this ?Form Sheet and agrees to indemnify and hold Operator
harmless item and against any claim for any brokerage other
commission or fmder?s fee made by any person or entity claiming
to have acted on the behalf of Owner by reason of the transaction
contemplated herein. The indemnity set forth in this paragraph
shall survive the tennination of this Tenn Sheet.

Interpretation: The words ?include?, ?i'ncludesl?, ?including? and ?such as? shall
be as inclusive expressions and as if followed by the


"1.13;

 

COHFN 001.084le

words ??without being limited to? 01? ?Kvithom limitation?!

Except for the N's-Brokers, Con?dentiality and Governing Law/Jurisdiction provisions
set forth herein, this Term Sheet shall not be binding on any Party hereto The Panties
hereto agree that unless and until the agreements contemplated by this Term Sheet have
been executed and delivered no Party shall be under any legal obligatiOn of any kind
whatsoever to consummate a transactien hereby by virtue of this Term Sheet, and no
equitable cause- of action shall be asserted by any Party with respect to the consummation
of such transaction, and this Term Sheet shall not be construed to be a binding
contract between any Party hereto (other than with respect to the No?Brokers,
Con?dentiality and (inventing Law/Jurisdiction provisions set forth herein).



SCHEDULE 2

LICENSE FEES

Licensee shall pay to Licensor for the license of' the Licensod Mark, as herein provided,
all of the following non?refundable fees (the Up?"Front Fee, Gross Sales Fees,
Commercial 8: Of?ce Component Rent Fee and Other Fees, collectively, the ?License

 

 

 

 


AMOUNT OF PAYMENT OF PAYMENT
The 
$4,000,000 25% upon execution of the License Agreement;

25% upon Lioensor?s approval ofthe location. of the
Property;

50% upon the earlier to occur of seven (7) days
prior to the groundbreaking of the Project and (ii)
two (2) years following the oxeo?utiOn of the License
Agreemont.

 

The below, collectively, are the ?Gross Sales Fees?:

 

5% of Gross Sales Price up to
$100,000,000;

(ii) Therea?er, 4% of Gross Sales Price up to
$250,000,000;

Thereafter, 3% of Gross Sales Price up to
$500,000,000;

(iv) Therea?er, 2% of? Gross Sales Price up to
$1 000,000,000;

(V) Thorea?er, l% of Gross Sales Price

(each of the foregoing, as applicable: the
?Gross Sales Rate?). For purposes of this
Agreement, ?Gross Salas Primal? shall mean the
total selling price of each residential
condominium unit (each, a ?Residential Unit?),
Without any deduction therefrom whatsoever.

Upon the applicable Gross sales Fee Payment Date.

 

Gross Sales Rate of 5% of Other Unit 
Sales Price. For purposes ofthis Agreement,
?Other Unit Gross Sales Price" shall mean the
total selling price of any poxtion of the Property
which is not a Residential Unit, including,
without limitation, portioos of the retail area,
storage spaces, cabanas and similar areas and
all additional amenities or components
{including any memberships) not otherwise

Upon the applicable Gross Sales Fee Payment DateMICHAEL-00196443

 

 

contemplated in the License Agreement (each,
an ?Other Unit?)= without any deduction
therefrom whatsoever.

 

The ?Commercial St Of?ce Component Rent
Fee?:

 

For any Other Unit space leased at any time at
the Property, 3% percent of all. the rent (base
rent plus all additional rent, including, without
limitation any percentage rent} applicable to
such Other Unit.-

On a basis, within ?ve (5) business days of
receipt from the tenant.

 

The ?Other Fees?:

 

3% of Other Revenue. For purposes ot?this
Agreement, ?Other Revenue? shall mean any
and all other revenue whatsoever derived ??om
the Property, including, without limitation (or
duplication), concessions, activity fees,
catering, conference and banquet feesg food. and
beverage receipts, ?tness center and spa sales

and receipts, equipment rentals and provision of

other services.

 

On a basis, prior to the tenth (10th) day of
each calendar month on account of the prior
calendar month.

 

 

As used herein, ?Closing? shall mean the earliest to occur of the date upon which the 

buyer of a Residential Unit or Other Unit is granted ownership rights over the Residential
Unit or Other Unit in question and/or title to the Residential Unit or Other Unit is
transferred, the buyer of a Residential Unit or Other Unit is otherwise permitted to
occupy or in any manner use the Residential Unit or Other Unit in question, or 
Licensee takes any action which, in the cemmeroially reasonable judgment of Licensor,
constitutes a constructive closing of the sale of' the Residential Unit or Other Unit in
question (including the remittance of any deposit, down payment, installment payment or
other than of payment by any purchaser of a Residential Unit or Other Unit which, in the
commercially reasonable judgment of Lieensor, constitutes a material portion of the
Gross Sales l?rice or Other Unit Gross Sales Price, as applicable, in respect of such
Residential Unit or Other Unit), irrespective of whether or not, in each case, 
ownership, rights over the Residential Unit or Other Unit and/or title to such Residential
Unit or Other Unit have been transferred or (ii) Licensee has received payment in full or
in part from the applicable buyer construction on such Residential Unit or Other
Unit is complete other than punchlist items or items waived by the purchaser

As used herein, ?Gross Sales Fee Payment Date? shall mean, with respect to any
Residential Unit or Other Unit, at the Closing of the sale of such Residential Unit or
Other Unit, or, if applicable, in installments, simultaneously at any earlier time(s) that
Licensee withdraws any of the Deposits made with respect to such Residential Unit or
Other Unit, as applicable, from escrow (any such withdrawal shall be subject to the terms
of the License Agreement) or (it) any purchaser of any Residential Unit or Other Unit
remits any deposits, installment payments, downpayments or other funds which, in the
commercially reasonable judgment of Licensor, constitutes all or any portion of the Gross
Sales Price or Other Unit Gross Sales Price, as applicable, of such Residential Unit or

 

COHEN MICHAEL-00196443

s?l



Other Unit (which shall be equal to the Fee Share (as de?ned in the License
Agreement? and/or 0n the Extrapoiation Date (as de?ned in the License Agreement).