THIRTEENTH AMENDED STANDSTILL AGREEMENT. WHEREAS, on November 3, 2008, Donald J. Trump, 401 Mezz Venture LLC,

Transcription

1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK DONALD J. TRUMP, et al., Index No /2009 Plaintiffs, -against- DEUTSCHE BANK TRUST COMPANY AMERICAS, et al., Defendants. DEUTSCHE BANK TRUST COMPANY AMERICAS, Index No /2008 Plaintiff, -against- DONALD J. TRUMP, Defendant. THIRTEENTH AMENDED STANDSTILL AGREEMENT WHEREAS, on November 3, 2008, Donald J. Trump, 401 Mezz Venture LLC, 401 North Wabash Venture LLC and Trump International Hotels Management LLC (collectively, the Trump Entities ) filed suit against Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc., The Union Labor Life Insurance Company, istar Financial Inc., GE Business Financial Services, Inc. f/k/a Merrill Lynch Business Financial Services, Inc., Norddeutsche Landesbank Luxembourg S.A., Landesbank Baden-Württemberg (f/k/a Landesbank Sachsen Girozentrale) Eastland CLO, Ltd., Emerald Orchard Limited, Grayson CLO, Ltd., Loan Funding IV LLC, Highland Loan Funding V Ltd., Southfork CLO, Ltd., Stratford CLO, Ltd., Loan Funding VII LLC, Pam Capital Funding L.P., Rockwall CDO II Ltd., NYDOCS03/

2 Morgan Stanley Mortgage Capital Holdings LLC, Oak Hill Securities Fund, L.P., Oak Hill Securities Fund II, L.P., Oak Hill Credit Alpha Finance I (Offshore), LTD., Oak Hill Credit Opportunities Financing, LTD., Deutsche Hypothekenbank (Actien-Gesellschaft), AIB Debt Management, The Bank of East Asia, Limited New York Branch, Senior Debt Portfolio, The Foothill Group, Inc., Satellite Senior Income Fund II, LLC, Grayson & Co., Vista Leveraged Income Fund, Venture II CDO 2002, Limited, Venture III CDO Limited, Venture IV CDO Limited, Venture V CDO Limited, Venture VI CDO Limited, Venture VII CDO Limited, Venture VIII CDO Limited, Venture IX CDO Limited, E. Sun Commercial Bank, Ltd., Los Angeles Branch, Greenwich Capital Financial Products, Bank of Communications Co., Ltd., New York Branch (collectively, the Deutsche Bank Participants ; each of the Trump Entities and the Deutsche Bank Participants, the Parties ) and certain other defendants (such other defendants, collectively, the Subordinate Lenders ); WHEREAS, on November 26, 2008, Deutsche Bank Trust Company Americas filed suit against Donald J. Trump in Supreme Court, New York County; WHEREAS, on January 15, 2009, this Court issued an Order ruling that both actions would be tried jointly in Supreme Court, Queens County; WHEREAS, on March 2, 2009, Deutsche Bank Trust Company Americas on behalf of the Deutsche Bank Participants, certain of the lenders comprising the Deutsche Bank Participants and each of 401 Wabash Venture LLC and Donald J. Trump for themselves and on behalf of all of the Trump Entities entered into an Agreement (the Agreement ; capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement) whereby, among other things, the Parties agreed to forbear from their pursuit of remedies as among themselves in connection with the above referenced actions for a period NYDOCS03/

3 mutually agreed upon between the Parties, subject to the terms and conditions of the Agreement (the Standstill Period ); WHEREAS, on March 3, 2009, the Deutsche Bank Participants and the Trump Entities filed a Standstill Agreement with the Supreme Court of the State of New York, County of Queens whereby they agreed to stay all proceedings between and among them in the abovereferenced actions for a period commencing on the date of the filing of the Standstill Agreement and ending on June 1, 2009; WHEREAS, on May 28, 2009, the Parties to the Agreement entered into an amendment of the Agreement whereby, among other things, the Parties agreed to extend the Standstill Period, subject to the terms and conditions of the Agreement (as amended); WHEREAS, on June 1, 2009, the Deutsche Bank Participants and the Trump Entities filed an Amended Standstill Agreement with the Supreme Court of the State of New York, County of Queens whereby they agreed to stay all proceedings between and among them in the above referenced actions for a period commencing on the date of the filing of the Standstill Agreement and ending on August 31, 2009; WHEREAS, on August 20, 2009, the Parties to the Agreement entered into a second amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on August 21, 2009, the Deutsche Bank Participants and the Trump Entities filed a Second Amended Standstill Agreement with the Supreme Court of the State of New York, County of Queens whereby they agreed to stay all proceedings between and among them in the above referenced actions for a period commencing on the date of the filing of the Standstill Agreement and ending on September 30, 2009; NYDOCS03/

4 WHEREAS, on September 29, 2009, the Appellate Division of the Supreme Court of the State of New York, Second Judicial Department issued an Order (the Appellate Division Order ) ruling that both actions should be tried jointly in Supreme Court, New York County; WHEREAS, as of September 30, 2009, the Parties to the Agreement entered into a third amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on October 2, 2009, the Deutsche Bank Participants and the Trump Entities filed a Third Amended Standstill Agreement with the Supreme Court of the State of New York, County of Queens whereby they agreed to stay all proceedings between and among them in the above referenced actions for a period commencing on the date of the filing of the Standstill Agreement and ending on October 15, 2009; WHEREAS, as of October 15, 2009, the Parties to the Agreement entered into a fourth amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on October 15, 2009, the Deutsche Bank Participants and the Trump Entities filed a Fourth Amended Standstill Agreement with the Supreme Court of the State of New York, County of Queens whereby they agreed to stay all proceedings between and among them in the above referenced actions for a period commencing on the date of the filing of the Standstill Agreement and ending on October 30, 2009; WHEREAS, as of October 30, 2009, the Parties to the Agreement entered into a fifth amendment of the Agreement whereby, among other things, the Parties agreed to extend the Standstill Period, subject to the terms and conditions of the Agreement (as amended); NYDOCS03/

5 WHEREAS, on October 30, 2009, the Deutsche Bank Participants and the Trump Entities endeavored to file a Fifth Amended Standstill Agreement with the Supreme Court of the State of New York, County of Queens whereby they agreed to stay all proceedings between and the Standstill Agreement and ending on November 30, 2009; however, due to the process of effectuating the transfer ordered in the Appellate Division Order, the Deutsche Bank Participants and the Trump Entities were not permitted to file the Fifth Amended Standstill Agreement with the Supreme Court of the State of New York, County of Queens; WHEREAS, on November 3, 2009, the Deutsche Bank Participants and the Trump Entities acknowledged and agreed that the Agreement remained in full force and effect and the inability of the Deutsche Bank Participants to cause the Fifth Amended Standstill Agreement to be filed as a result of the transfer process would not be considered a Forbearance Termination Event pursuant to Section 4 of the Agreement; WHEREAS, on or about November 27, 2009, the Clerk of the Supreme Court of New York, Queens County delivered certified copies of all minutes and entries to the Clerk of the Supreme Court, New York County thus completing the transfer ordered in the Appellate Division Order; WHEREAS, as of November 30, 2009, the Parties to the Agreement entered into a sixth amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on December 17, 2009, the Deutsche Bank Participants, with the prior written consent of the Trump Entities, filed a Request for Judicial Intervention with the Supreme Court of the State of New York, County of New York; NYDOCS03/

6 WHEREAS, on December 22, 2009, the Deutsche Bank Participants and the Trump Entities submitted copies of a Fifth Amended Standstill Agreement and a Sixth Amended Standstill Agreement to the Supreme Court of the State of New York, County of New York whereby they agreed to stay all proceedings between and among them in the above referenced actions for a period ending on January 5, 2010; WHEREAS, as of January 5, 2010, the Parties to the Agreement entered into a seventh amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on January 6, 2010, the Deutsche Bank Participants and the Trump Entities filed a Seventh Amended Standstill Agreement with the Supreme Court of the State of New York, County of New York whereby they agreed to stay all proceedings between and the Standstill Agreement and ending on January 5, 2010; WHEREAS, on January 26, 2010, the Deutsche Bank Participants and the Trump Entities refiled a Fifth Amended Standstill Agreement with the Supreme Court of the State of New York, County of New York to complete the record as set forth in a Sixth Amended Standstill Agreement and a Seventh Amended Standstill Agreement; WHEREAS, as of February 5, 2010, the Parties to the Agreement entered into a eighth amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on February 8, 2010, the Deutsche Bank Participants and the Trump Entities filed a Eighth Amended Standstill Agreement with the Supreme Court of the State of New York, County of New York whereby they agreed to stay all proceedings between and NYDOCS03/

7 the Standstill Agreement and ending on March 8, 2010; WHEREAS, as of March 8, 2010, the Parties to the Agreement entered into a ninth amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on March 19, 2010, the Deutsche Bank Participants and the Trump Entities filed a Ninth Amended Standstill Agreement with the Supreme Court of the State of New York, County of New York whereby they agreed to stay all proceedings between and the Standstill Agreement and ending on April 7, 2010; WHEREAS, as of April 7, 2010, the Parties to the Agreement entered into a tenth amendment of the Agreement whereby, among other things, the Parties agreed to extend the Standstill Period, subject to the terms and conditions of the Agreement (as amended); WHEREAS, on April 8, 2010, the Deutsche Bank Participants and the Trump Entities filed a Tenth Amended Standstill Agreement with the Supreme Court of the State of New York, County of New York whereby they agreed to stay all proceedings between and the Standstill Agreement and ending on May 7, 2010; WHEREAS, as of May 7, 2010, the Parties to the Agreement entered into an eleventh amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on May 17, 2010, the Deutsche Bank Participants and the Trump Entities filed an Eleventh Amended Standstill Agreement with the Supreme Court of the State of NYDOCS03/

8 New York, County of New York whereby they agreed to stay all proceedings between and the Standstill Agreement and ending on May 27, 2010; WHEREAS, as of May 27, 2010, the Parties to the Agreement entered into a twelfth amendment of the Agreement whereby, among other things, the Parties agreed to extend WHEREAS, on June 8, 2010, the Deutsche Bank Participants and the Trump Entities filed a Twelfth Amended Standstill Agreement with the Supreme Court of the State of New York, County of New York whereby they agreed to stay all proceedings between and the Standstill Agreement and ending on June 30, 2010; and WHEREAS, as of June 30, 2010, the Parties to the Agreement entered into a thirteenth amendment of the Agreement whereby, among other things, the Parties agreed to extend the Standstill Period, subject to the terms and conditions of the Agreement (as amended). IT IS hereby STIPULATED and AGREED by and between the Deutsche Bank Participants and the Trump Entities that all proceedings between and among them in the abovereferenced actions are hereby stayed (the Standstill ) for a period ending on July 30, 2010 (the Standstill Termination Date ); provided, however, that the Standstill may expire prior to the Standstill Termination Date upon either of the Deutsche Bank Participants or the Trump Entities providing the Court with a written certification that the Standstill Period has expired or terminated in accordance with the terms of the Agreement (as amended). Notwithstanding the foregoing, the Trump Entities shall retain their respective rights to pursue any claims and damages against and to assert defenses and otherwise oppose and respond to any proceedings or NYDOCS03/

9 demands brought by the Subordinate Lenders (including, without limitation, those set forth in the Trump Action). [The balance of this page has been intentionally left blank.] NYDOCS03/

10

11