<PAGE>


                                  EXHIBIT 2(a)

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF NEW JERSEY

- - - - - - - - - - - - - - - - - - - - x

In re:

                 :                                    Chapter 11
THE CLARIDGE HOTEL AND CASINO           :             Jointly Administered
CORPORATION and THE CLARIDGE AT                       Case No. 99-17399
PARK PLACE, INCORPORATED,               :

                  Debtors.

                 :
- - - - - - - - - - - - - - - - - - - - x

In re:                                  :

ATLANTIC CITY BOARDWALK                 :
ASSOCIATES, L.P.,                                     Chapter 11
                                        :             Case No. 99-18903
                  Debtor.
- - - - - - - - - - - - - - - - - - - - x

            --------------------------------------------------------
                     FIRST AMENDED JOINT CHAPTER 11 PLAN OF
               REORGANIZATION OF (A) THE CLARIDGE HOTEL AND CASINO
                   CORPORATION AND THE CLARIDGE AT PARK PLACE,
                       INCORPORATED; AND (B) ATLANTIC CITY
                           BOARDWALK ASSOCIATES, L.P.
            --------------------------------------------------------

May __, 2000

CLIFFORD CHANCE ROGERS & WELLS LLP          LOWENSTEIN SANDLER PC
200 Park Avenue                             65 Livingston Avenue
New York, NY 10166                          Roseland, NJ 07068
(212) 878-8000                              (973) 597-2500

                                            Counsel for Atlantic City Boardwalk
                                            Associates, L.P.
ARCHER & GREINER, P.C.
One Centennial Square
Haddonfield, NJ 08033
(856) 795-2121

Co-Counsel for The Claridge and
Casino Corporation and The Claridge
at Park Place, Incorporated


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
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<S>              <C>                                                                     <C>
ARTICLE I        DEFINITIONS.............................................................  1
      1.1           Definitions .........................................................  1
      1.2           Document References .................................................  9
      1.3           Other Definitions ...................................................  9

ARTICLE II       ADMINISTRATIVE AND PRIORITY TAX CLAIMS ................................. 10
      2.1           Administrative Expense Claims ....................................... 10
      2.2           Source of Funding ................................................... 10
      2.3           Bar Date for Administrative Expense Claims .......................... 10
      2.4           Priority Tax Claims ................................................. 11
      2.5           Indenture Trustee Fees and Expenses ................................. 11

ARTICLE III      CLASSIFICATION OF CLAIMS AND INTERESTS ................................. 12
      3.1           Classification of Claims ............................................ 12
      3.2           Class 1:  Priority Claims ........................................... 12
      3.3           Class 2:  Miscellaneous Secured Claims .............................. 12
      3.4           Class 3:  First Mortgage Note Claims ................................ 12
      3.5           Class 4:  General Corporation Claims ................................ 13
      3.6           Class 5:  General CPPI Claims ....................................... 13
      3.7           Class 6:  ACBA, CPPI and Corporation General
                    Convenience Class Claims............................................. 13
      3.8           Class 7:  General ACBA Claims ....................................... 13
      3.9           Class 8:  Intercompany Claims ....................................... 13
      3.10          Class 9:  Contingent Payment Rights Claims .......................... 13
      3.11          Class 10: Contingent Payment Claims ................................. 13
      3.12          Class 11: Corporation Interests ..................................... 13
      3.13          Class 12: CPPI Interests ............................................ 13
      3.14          Class 13: ACBA Interests ............................................ 13
      3.15          Classification Rules ................................................ 13

ARTICLE IV       IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND
                 NOT IMPAIRED BY THIS PLAN............................................... 14
      4.1           Classes of Claims Impaired by this Plan and
                    Entitled to Vote..................................................... 14
      4.2           Classes of Claims and Interests Impaired by this
                    Plan and Deemed to Reject this Plan ................................. 14
      4.3           Classes of Claims and Interests Not Impaired by this Plan and
                    Conclusively Presumed to Accept this Plan ........................... 14

ARTICLE V        PROVISIONS FOR TREATMENT OF CLAIMS AND INTEREST
      5.1           Priority Claims (Class 1) ........................................... 14
      5.2           Miscellaneous Secured Claims (Class 2) .............................. 14
      5.3           First Mortgage Note Claims (Class 3) ................................ 14
      5.4           General Corporation Claims (Class 4) ................................ 15
</TABLE>



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                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                         Page

<S>              <C>                                                                     <C>
      5.5           General CPPI Claims (Class 5) ....................................... 16
      5.6           Convenience Claims (Class 6) ........................................ 16
      5.7           General ACBA Claims (Class 7) ....................................... 17
      5.8           Intercompany Claims (Class 8) ....................................... 18
      5.9           Contingent Payment Rights Claims (Class 9) .......................... 18
      5.10          Contingent Payment Claims (Class 10) ................................ 18
      5.11          Corporation Interests (Class 11) .................................... 18
      5.12          CPPI Interests (Class 12) ........................................... 18
      5.13          ACBA Interests (Class 13) ........................................... 19

ARTICLE VI       UNEXPIRED LEASES AND EXECUTORY CONTRACTS................................ 19
      6.1           Generally ........................................................... 19
      6.2           Particular Contracts ................................................ 19
      6.3           Assumption and Assignment ........................................... 19
      6.4           Rejection ........................................................... 19
      6.5           Officers', Directors' and General Partners'
                    Indemnification Rights .............................................. 19
      6.6           Compensation and Benefit Programs ................................... 20

ARTICLE VII      DIRECTORS AND OFFICERS ................................................. 20
      7.1           Board of Directors .................................................. 20
      7.2           No Corporate or Partnership Action Required ......................... 20
      7.3           Powers and Duties of the Reorganized Claridge Debtors................ 21
      7.4           Officers' Incentive Plan ............................................ 21

ARTICLE VIII     IMPLEMENTATION OF THIS PLAN ............................................ 21
      8.1           Vesting of Property ................................................. 21
      8.2           Issuance of New Common Stock and New Notes .......................... 21
      8.3           Fractional Interests ................................................ 22
      8.4           Dissolution of ACBA ................................................. 22
      8.5           Cancellation of Securities, Notes or Other Instruments;
                    Discharge of Indenture Obligations................................... 22
      8.6           Surrender of Securities ............................................. 22
      8.7           Restated Certificate of Incorporation and Restated Bylaws............ 23
      8.8           Nonvoting Stock ..................................................... 23
      8.9           Authorization of Corporate Action ................................... 23

ARTICLE IX       DISCHARGE AND INJUNCTION ............................................... 23
      9.1           Discharge of Debtors ................................................ 23
      9.2           Injunction .......................................................... 24
      9.3           Exculpation ......................................................... 24

</TABLE>

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                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                         Page

<S>              <C>                                                                     <C>

ARTICLE X        PROVISIONS COVERING DISTRIBUTIONS ...................................... 25
      10.1          Time of Distributions Under this Plan ............................... 25
      10.2          Compliance With Tax Requirement ..................................... 25
      10.3          Distribution of Unclaimed Property .................................. 25
      10.4          Saturday, Sunday or Legal Holiday ................................... 25
      10.5          Distribution Record Date ............................................ 25

ARTICLE XI       PROCEDURES FOR RESOLVING DISPUTED CLAIMS ............................... 25
      11.1          Objections to Claims ................................................ 25
      11.2          Procedures For Resolving Disputed Claims ............................ 26
      11.3          Timing of Payments and Distributions With Respect to
                    Disputed Claims...................................................... 26
      11.4          Disputed Claim Reserve .............................................. 26
      11.5          Estimation of Claim ................................................. 26
      11.6          No Recourse to Reorganized Claridge Debtors ......................... 27
      11.7          Application of Article 11 to Indenture Trustee
                    and Noteholders' Claims.............................................. 27

ARTICLE XII      CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE .......................... 27
      12.1          Condition Precedent to Confirmation Date ............................ 27
      12.2          Conditions to Effective Date ........................................ 28

ARTICLE XIII     MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN...................... 28
      13.1          Modification of Plan ................................................ 28
      13.2          Revocation or Withdrawal of Plan .................................... 29
      13.3          Nonconsensual Confirmation .......................................... 29

ARTICLE XIV      MISCELLANEOUS PROVISIONS ............................................... 29
      14.1          Bankruptcy Court to Retain Jurisdiction ............................. 29
      14.2          Binding Effect of this Plan ......................................... 29
      14.3          Retiree Benefits .................................................... 30
      14.4          The Debtors' Causes of Action ....................................... 30
      14.5          Setoffs ............................................................. 30
      14.6          Captions ............................................................ 30
      14.7          Method of Notice .................................................... 30
      14.8          Dissolution of any Committee ........................................ 31
      14.9          Governing Law ....................................................... 31
      14.10         Time ................................................................ 31
      14.11         Section 1146 Exemption .............................................. 32
      14.12         Severability ........................................................ 32
      14.13         Subordination Rights ................................................ 32
      14.14         Satisfaction of Actions Taken ....................................... 32
      14.15         Registration and Listing of New Notes and New
                    Common Stock......................................................... 32
      14.16         No Multiple Satisfactions ........................................... 32
      14.17         Plan Controls ....................................................... 34
</TABLE>


<PAGE>


                         DEBTORS' JOINT CHAPTER 11 PLAN

                  THE CLARIDGE HOTEL AND CASINO CORPORATION and THE CLARIDGE AT
PARK PLACE, INCORPORATED, two of the above-captioned debtors and
debtors-in-possession (the "Claridge Debtors") and ATLANTIC CITY BOARDWALK
ASSOCIATES, L.P., the third above-referenced debtor, as debtor-in-possession
("ACBA"; collectively, with the Claridge Debtors, the "Debtors" or the
"Proponents"), propose the following chapter 11 plan of reorganization pursuant
to Section 1121(a) of the Bankruptcy Code. If the Plan is not confirmed as to
each of the Debtors, it may not be confirmed as to any of the Debtors.

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Definitions: Whenever from the context it appears appropriate, each
term stated in either the singular or the plural shall include the singular and
the plural, and pronouns stated in the masculine, feminine or neuter gender
shall include the masculine, the feminine and the neuter. Unless the context
requires otherwise, the following words and phrases shall have the meanings set
forth below when used in fully-or-initially-capitalized form in this Plan:

                  ACBA: Atlantic City Boardwalk Associates, L.P., a New Jersey
limited partnership.

                  ACBA Interests: The equity interests in ACBA including, but
not limited to, those represented by any limited partnership, general
partnership or other ownership interests or rights with respect to ACBA, any
options, warrants, calls, subscriptions or other similar rights or other
agreements, commitments or outstanding securities obligating ACBA to issue,
transfer or sell any interests in or to ACBA.

                  Administrative Expense Claims: Collectively, with respect to
ACBA, CPPI or the Corporation, as the case may be, (a) any cost or expense of
administration of the Chapter 11 Case of ACBA, CPPI or the Corporation, as the
case may be, with priority under Section 507(a)(1) of the Bankruptcy Code,
including, without limitation, costs and expenses allowed under Section 503(b)
of the Bankruptcy Code, (b) any fees or charges assessed against the Estate of
ACBA, CPPI or the Corporation, as the case may be, under title 28, United States
Code, Section 1930; and (c) any Claims against ACBA arising following the
Effective Date in connection with or relating to the liquidation,
administration, winding up or dissolution of ACBA or its affairs, including the
filing of any tax returns.

                  Administrative Office Building: means the real property and
the improvements thereon owned by CPPI and located at 123 Indiana Avenue,
Atlantic City, New Jersey and which by order dated April 5, 2000 of the
Bankruptcy Court was sold to Greate Bay Hotel and Casino, Inc.

                  Affiliates:  As defined in Section 101 of the Bankruptcy Code.

                  Allowed: With respect to Claims and Interests, (a) any Claim
against or Interest in the Debtors, proof of which is timely filed or by order
of the Bankruptcy Court is not or will not be required to be filed, (b) any
Claim or Interest that has been or is hereafter listed in the schedules of
liabilities filed by the Debtors as liquidated in amount and not disputed or
contingent or (c) any Claim allowed pursuant to this Plan; provided that, in
each such case in (a) and (b) above, either (i) no objection to the allowance
thereof


<PAGE>



shall have been interposed within the applicable period of time fixed by this
Plan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court or (ii)
if such an objection shall have been so interposed, the Claim or Interest shall
have been allowed by a Final Order (but only to the extent so allowed).

                  AOB Escrow Account: means that certain interest bearing escrow
account maintained at the Summit Bank for the benefit of the Indenture Trustee
in which was deposited the sum of $1,500,000 which represented the initial
purchase price paid for the Administrative Office Building.

                  Assets: means all property of the Estate of each of the
Debtors, and includes the Hotel Assets but excludes the Administrative Office
Building.

                  Avoiding Power Causes of Action: means rights and remedies
accruing to the Debtors pursuant to Chapter 5 of the Bankruptcy Code, including
11 U.S.C.ss.ss.544(b), 546, 547, 548, 549, 550 or 553(b).

                  Ballot: The form distributed, together with the Disclosure
Statement, to holders of Claims entitled to vote for the purpose of acceptance
or rejection of this Plan.

                  Bankruptcy Code: Title 11 of the United States Code, as
amended from time to time, as applicable to the Chapter 11 Cases.

                  Bankruptcy Court: The United States Bankruptcy Court for the
District of New Jersey with jurisdiction over the Chapter 11 Cases and, to the
extent of any reference made pursuant to 28 U.S.C. ss. 157, the United States
Bankruptcy Court for the District of New Jersey, or any court having competent
jurisdiction to enter the Confirmation Order.

                  Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure,
as amended, promulgated under section 2075 of title 28 of the United States Code
and the Local Rules of the Bankruptcy Court, as applicable from time to time
during the Chapter 11 Cases.

                  Bar Date: is the last date for filing Claims as fixed by the
Bankruptcy Court.

                  Business Day: Any day other than a Saturday, Sunday or "legal
holiday" as defined in Bankruptcy Rule 9006 (a).

                  Causes of Action: means all legal and equitable claims,
demands, or causes of action held by the Debtors against any person, including
Avoiding Power Causes of Action.

                  Chapter 11 Cases: means the respective cases under chapter 11
of the Bankruptcy Code concerning the Debtors which were commenced on the Filing
Date.

                  Claim: Any right to (a) payment from any of the Debtors,
whether or not such right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (b) an equitable remedy for breach of performance if
such breach gives rise to a right to payment from either of the Debtors, whether
or not such equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.

                                        2

<PAGE>


                  Claridge Debtors: means CPPI and Corporation.

                  Class: means a class of Claims or Interests as classified in
the Plan.

                  Collateral: means any property of an Estate that secures an
Allowed Secured Claim.

                  Collateral Trust Agreement: means that certain Collateral
Trust Agreement by and among the Company, CPPI, the ACBA and the Collateral
Trustee, dated as of January 31, 1994, as amended, supplemented or modified from
time to time as permitted thereby and by this Indenture.

                  Committee: Any committee appointed pursuant to Section 1102(a)
of the Bankruptcy Code in the Chapter 11 Cases.

                  Confirmation: The entry by the Bankruptcy Court of an order
confirming this Plan.

                  Confirmation Date: The date on which the Confirmation Order
shall be entered on the docket maintained by the Clerk of the Bankruptcy Court
with respect to the Chapter 11 Cases.

                  Confirmation Hearing means the hearing before the Bankruptcy
Court to consider confirmation of the Plan.

                  Confirmation Order: The order of the Bankruptcy Court
confirming this Plan and approving the transactions contemplated herein.

                  Contingent Payment: means a Claim held by Webb or United Way,
or their designees, equal to $20 million plus interest from December 1, 1988, at
the rate of 15% per annum, compounded quarterly, in any proceeds ultimately
recovered from the operations and/or the sale or refinancing of the Debtors or
their assets in excess of the First Mortgage and other liabilities.

                  Contingent Payment Right: means any Claim held by a Releasing
Investor (as defined in the Restructuring Agreement) to payment of any amount by
either of the Claridge Debtors or ACBA, as the case may be, under the
Restructuring Agreement.

                  Corporation: The Claridge Hotel & Casino Corporation, a New
York corporation.

                  Corporation Interests: The equity interests in the Corporation
including, but not limited to, those represented by shares of capital stock of
the Corporation and any options, warrants, calls, subscriptions or other similar
rights or other agreements, commitments or outstanding securities obligating the
Corporation to issue, transfer or sell any shares of capital stock of the
Corporation.

                  CPPI: means the Claridge at Park Place, Incorporated, a New
Jersey corporation.

                  CPPI Guaranty: means that certain guaranty executed by CPPI on
January 31, 1994 evidencing CPPI's guarantee of the Corporation's obligations
under the First Mortgage Notes Indenture and the First Mortgage Notes and all
amendments thereto prior to the date hereof.

                                        3

<PAGE>




                  CPPI Interests: The equity interests in CPPI including, but
not limited to, those represented by shares of capital stock of CPPI and any
options, warrants, calls, subscriptions or other similar rights or other
agreements, commitments or outstanding securities obligating CPPI to issue,
transfer or sell any shares of capital stock of CPPI, all of which are owned by
the Corporation.
                  Creditor: means any Person that is the Holder of a Claim
against any of the Debtors that arose on or before the Filing Date or through
and including the Effective Date or a Claim against any of the Estates of the
kind specified in Section 502(g), 502(h) or 502(i) of the Bankruptcy Code.

                  Debtors: means collectively, the Corporation, CPPI and ACBA.

                  Deficiency Claim: means the amount by which a Creditor's Claim
exceeds the value of the Collateral that secures such Claim.

                  DEWNJ: means Del E. Webb New Jersey, Inc., a New Jersey
corporation and a wholly-owned subsidiary of Webb.

                  Disbursing Agent means the Reorganized Corporation.

                  Disclosure Statement: means the disclosure statement
distributed to holders of Claims entitled to vote for the purpose of accepting
or rejecting this Plan in accordance with Section 1126(b)(1) of the Bankruptcy
Code.

                  Disputed: means with respect to Claims, any Claim that is not
Allowed.

                  Distribution Record Date: means the date on which the
Confirmation Order is signed.

                  Effective Date: means the first Business Day:

                  (a) that is at least 11 days after the Confirmation Date;

                  (b) on which no stay of the Confirmation Order is in effect;
                      and

                  (c) on which all conditions in Article XII of the Plan have
                      been satisfied or have been waived as provided in the
                      Plan.

                  Employee Claim: means an Unsecured Claim based on salaries,
wages, sales commissions, expense reimbursements, accrued vacation pay,
health-related benefits, incentive programs, employee compensation guarantees,
severance or similar employee benefits.

                  Estate: means the estate created upon the commencement of each
Case as to each Debtor by Section 541 of the Bankruptcy Code.

                  Exempt Tax: means any stamp, recording or similar tax or
charge (including any penalties, interest or additions thereto) within the
meaning of Section 1146(c) of the Bankruptcy Code that may be imposed by the
laws of any state upon the transactions contemplated under, or necessary for the
success of, the Plan, including without limitation, any mortgage recording,
securities transfer, deed, realty transfer, documentary transfer or gains taxes.

                                        4

<PAGE>



                  Expansion Wraparound Note: means the promissory note in the
original principal amount of $17,000,000, dated as of March 17, 1986, given by
ACBA to CPPI, and all amendments thereto prior to the date hereof.

                  Fee Application: an application of a professional Person under
Section 330, 503 or 506(b) of the Bankruptcy Code for allowance of compensation
and reimbursement of expenses in any Chapter 11 Case.

                  Fee Claim: a Claim under Section 330, 503 or 506(b) of the
Bankruptcy Code for allowance of compensation and reimbursement of expenses in
any Chapter 11 Case.

                  FF&E Notes: means those certain promissory notes of various
dates given by ACBA to CPPI evidencing loans made by CPPI to ACBA under the
Wraparound Mortgage to fund the purchase of certain furniture, fixtures,
equipment and other capital items.

                  Filing Date: means with respect to the Corporation and CPPI,
August 16, 1999, and with respect to ACBA, October 5, 1999.

                  Final Order: means an order, ruling or judgment that is no
longer subject to review, modification or amendment by appeal or writ of
certiorari.

                  First Mortgage means the non-recourse first mortgage upon the
Hotel Assets and all related security agreements and assignments granted by ACBA
to or for the benefit of the holders of the First Mortgage Notes, and all
amendments thereto prior to the date hereof.

                  First Mortgage Notes: means the 11-3/4% First Mortgage Notes
Due 2002, issued and outstanding under the First Mortgage Notes Indenture.

                  First Mortgage Note Claim: means any Claim against the Debtors
by any Holder of a First Mortgage Note, including pursuant to or arising under
the First Mortgage Notes, the First Mortgage, the CPPI Guaranty, the First
Mortgage Notes Indenture, the Collateral Trust Agreement and the Security
Documents.

                  First Mortgage Notes Indenture: means that certain Indenture,
dated as of January 31, 1994, among the Corporation, CPPI and the Indenture
Trustee, pursuant to which the First Mortgage Notes were issued, and all
amendments thereto prior to the date hereof.

                  General ACBA Claim: means any unsecured claim against ACBA,
other than an Intercompany Claim.

                  General Corporation Claim: means any Unsecured Claim against
the Corporation other than an Intercompany Claim.

                  General CPPI Claim: means any Unsecured Claim against CPPI
other than an Intercompany Claim.

                                        5

<PAGE>




                  Holder: means the beneficial owner of any Claim or Interest.

                  Hotel Assets: means the buildings, valet parking facility, and
non-gaming, depreciable, tangible personal property and the underlying land of
the Claridge Hotel and Casino, which are owned by ACBA and leased to CPPI
pursuant to the Operating Leases.

                  Impaired: means any Claim or Interest that is impaired within
the meaning of section 1124 of the Bankruptcy Code.

                  Indenture Trustee: Bank of New York, in its capacity as
successor trustee and IBJ Whitehall Bank & Trust Company, in its capacity as
indenture trustee under the First Mortgage Notes Indenture.

                  Intercompany Claim: means any Claim against one Debtor held by
any other Debtor.

                  Interests: means the collective reference to the ACBA
Interests, the Corporation Interests and the CPPI Interests.

                  Local Rules: means the Local Bankruptcy Rules of the District
of New Jersey, as applicable to the Chapter 11 Cases.

                  Maximum Unsecured Claim Limit: shall have the meaning ascribed
to such terms in Section 5.4 of the Plan.

                  Miscellaneous Secured Claim: means any Claim, other than a
First Mortgage Note Claim, that is a Secured Claim.

                  New Collateral Trust Agreement: means the new collateral trust
agreement to be executed by the Reorganized Claridge Debtors and the New Notes
Indenture Trustee under the New Notes Indenture.

                  New Common Stock: means the shares of Common Stock of the
Reorganized Corporation to be issued pursuant to the terms of the Plan and
having the relative rights as set forth in the Restated Certificate of
Incorporation, in accordance with the exemption from registration under Section
1145 of the Bankruptcy Code.

                  New CPPI Guaranty: means the new guaranty to be issued by the
Reorganized CPPI to the holders of the New Notes, to the extent Class 3, as a
class votes to accept the Plan.

                  New Notes: means the notes in the principal face amount of
$15,000,000 that shall be issued by the Reorganized Corporation to the holders
of the First Mortgage Notes, on the Effective Date pursuant to this Plan and
pursuant to the exemption from registration under Bankruptcy Code Section 1145,
to the extent Class 3, as a class, votes to accept the Plan.

                  New Notes Collateral: means all of the Debtors' Assets,
including the Hotel Assets, the Self-Parking Garage and the Reorganized CPPI
Common Stock.

                  New Notes Indenture: means the trust indenture in accordance
with which the New Notes will be issued, to the extent Class 3, as a class,
votes to accept the Plan.

                                        6

<PAGE>




                  New Notes Mortgage: means the mortgage and security agreement
from the Reorganized CPPI to the New Notes Trustee upon the New Notes Collateral
that constitutes real property to secure the New Notes, to the extent Class 3,
as a class, votes to accept the Plan.

                  New Notes Security Documents: means, collectively, the New
Collateral Trust Agreement, the New Notes Mortgage, the Reorganized Corporation
Pledge Agreement, the Reorganized CPPI Pledge Agreement, the Reorganized CPPI
Cash Collateral Pledge Agreement, the Reorganized CPPI Security Agreement, the
Reorganized CPPI Trademark Security Agreement, the Reorganized Corporation
Security Agreement, the Reorganized Corporation Cash Collateral Pledge
Agreement, the Reorganized CPPI Assignment of Leases and Rents and Other
Contracts, and any and all pledges, security agreements, guaranties, financing
statements, filings, instruments or other agreements or assignments executed by
the Reorganized Corporation, or Reorganized CPPI in order to evidence, secure,
perfect, notice or guaranty the New Notes or the New CPPI Guaranty.

                  New Notes Trustee: means the financial institution which will
serve as trustee under the New Notes Indenture, to the extent Class 3, as a
class, votes to accept the Plan.

                  NJCCC: means the New Jersey Casino Control Commission.

                  Operating Leases: means the collective reference to the
Operating Lease Agreement between ACBA, as lessor, and CPPI, as lessee, dated as
of October 31, 1993, and the Expansion Operating Lease Agreement between ACBA,
as lessor, and CPPI, as lessee, dated as of March 17, 1986 and, in each case,
all amendments thereto prior to the date hereof.

                  Person: means any individual, corporation, limited or general
partnership, joint venture, association, joint stock company, limited liability
company, estate, person, trust, trustee, United States trustee, unincorporated
organization, government, governmental unit (as defined in the Bankruptcy Code)
or political subdivision thereof, agency, or other person.

                  Plan: means this Joint Chapter 11 Plan, as altered, amended or
modified from time to time by the Proponents in accordance with the Bankruptcy
Code, the Bankruptcy Rules and this Plan.

                  Plan Securities: means the New Notes and the New Common Stock.

                  Priority Claim: means any Claim, other than a Priority Tax
Claim or an Administrative Expense Claim, which is entitled to priority in
payment under section 507(a) of the Bankruptcy Code.

                  Priority Tax Claim: Any Claim which is entitled to priority in
payment under section 507(a)(8) of the Bankruptcy Code.

                  Record Date means the date on which Creditors entitled to vote
on the Plan are determined by their record ownership of Claims, which date shall
be the date of entry of an Order of the Bankruptcy Court approving the
Disclosure Statement.

                  Related Documents: means the Collateral Trust Agreement and
the Security Documents.

                  Reorganized Claridge Debtors: means Reorganized CPPI and
Reorganized Corporation.

                                        7

<PAGE>




                  Reorganized Corporation: Corporation, from and after the
Effective Date.

                  Reorganized CPPI: CPPI, from and after the Effective Date.

                  Reorganized CPPI Interests: means the stock of Reorganized
CPPI pledged by the Reorganized Corporation to the New Notes Trustee to secure
the obligations under the New Notes.

                  Restated Bylaws: The Bylaws of the Reorganized Corporation, as
amended and restated pursuant to this Plan.

                  Restated Certificate of Incorporation: The certificate of
incorporation of the Reorganized Corporation, as amended and restated pursuant
to this Plan.

                  Restructuring Agreement: means the agreement, dated October
27, 1988, among the Corporation, CPPI, DEWNJ, ACBA, Robert Swanson, Everett
Mangam, T. Edward Plant, Anthony Atchley, Gerald Heetland, AC Boardwalk Partners
Corp. and First Fidelity Bank, National Association, New Jersey, to restructure
the financial obligations of the Corporation and CPPI.

                  Schedules: means the schedules of assets and liabilities and
statement of financial affairs, as may have been amended from time to time,
filed by each of the Debtors pursuant to Bankruptcy Rule 1007.

                  Secured Claim: A Claim under Bankruptcy Code ss. 506 arising
on or before the relevant Filing Date that is secured by a valid, perfected,
enforceable and non-avoidable lien on property of a Debtor or that is subject to
setoff under Bankruptcy Code ss. 553, to the extent of the value of the interest
of the Holder of such Claim in the Debtor's interest in the property, or to the
extent of the amount of the setoff, as applicable, provided, however, that if
the Holder's Class timely elects application of Bankruptcy Code ss. 1111(b)(2),
each Holder's Claim in such Class shall be a Secured Claim in the full amount of
the Holder's Allowed Claim.

                  Security Documents: means all other documents, pledges,
agreements, guarantees, subordination agreements, assignments or other documents
between the Debtors, the Indenture Trustee or the First Mortgage Note holders
which grant or evidence any legal, contractual or equitable right or remedy of
the holders of the First Mortgage Notes or the Indenture Trustee in, to or
against the Debtors or their property, including the CPPI Cash Collateral
Pledge, the CPPI Security Agreement, the Corporation Pledge Agreement, the
Partnership Cash Collateral Pledge and the Partnership Security Agreement as
such terms are defined in the First Mortgage Notes Indenture.

                  Self-Parking Garage: means that certain parcel of real
property together with the improvements thereon owned by CPPI on which is
operated a 24-hour self-parking garage.

                  Trade Claim: An Unsecured Claim of any Person against any of
the Debtors for goods provided and/or services rendered in the ordinary course
by such Person to such Debtor.

                  United Way: means the Valley of the Sun United Way.

                  Webb: means Del Webb Corporation, an Arizona corporation.

                                        8

<PAGE>




                  Unsecured Claim: Any Claim other than a Miscellaneous Secured
Claim, an Administrative Expense, a Priority Claim or a Priority Tax Claim.

                  Wraparound Mortgage: The Expandable Wraparound Mortgage and
Security Agreement between ACBA, as Mortgagor, and CPPI, as Mortgagee, dated as
of October 31, 1983, and all amendments thereto prior to the date hereof.

                  Wraparound Note: The promissory note in the original principal
amount of $127,000,000 dated as of October 31, 1983, given by ACBA to CPPI, and
all amendments thereto prior to the date hereof, that matures on September 30,
2005.

                                        9

<PAGE>




         1.2 Document References. All references to documents shall include all
addenda, exhibits and schedules attached thereto or referred to therein.

         1.3 Other Definitions. A term used and not defined herein, but that is
defined in the Bankruptcy Code, shall have the meaning set forth therein. The
words "herein," "hereof," "hereto," "hereunder," and others of similar import
refer to the Plan as a whole and not to any particular section, subsection, or
clause contained in the Plan. The word "including" shall mean "including,
without limitation." The singular shall include the plural and vice versa unless
the context otherwise requires.

                                   ARTICLE II

                     ADMINISTRATIVE AND PRIORITY TAX CLAIMS

         2.1 Administrative Expense Claims. Except as set forth in section 2.3
below, Allowed Administrative Expense Claims (other than Claims for compensation
and reimbursement of expenses of Professionals) will be paid in full, in Cash,
on the Effective Date, or, if such Claim becomes Allowed after the Effective
Date, within five (5) days after such Claim becomes Allowed. Any fees due and
owing to the United States Trustee shall be paid in full on the Effective Date,
or as soon thereafter as practicable. All requests by Professionals for final
allowance of compensation and reimbursement of expenses accrued as of the
Confirmation Date must be filed with the Court within sixty (60) days of the
Confirmation Date and will be paid within five (5) days after such Claims become
Allowed. For the period arising from and after the Effective Date, including
with respect to ACBA through its dissolution date and the completion of its
windingup, fees or expenses incurred by ACBA or the Reorganized Claridge
Debtors, as the case may be, shall be paid by ACBA or the Reorganized Claridge
Debtors, as the case may be, when and to the extent such fees or expenses become
due and payable without further order of the Bankruptcy Court. The estimated
amount of unpaid fees and expenses of Professionals as of the Effective Date
will be deposited by the Debtors in one or more segregated accounts on the
Confirmation Date. Such escrowed funds shall be used to pay Allowed
Administrative Expense Claims of Professionals and any funds remaining after
making all such payments shall revest in the Reorganized CPPI. The Reorganized
Claridge Debtors shall also assume the expense and cost (but not any underlying
tax liability owed by a general partner or a limited partner) related to any tax
inquiry, audit or appeal of any tax liability of a general partner or ACBA.
Notwithstanding anything in the Plan to the contrary, Administrative Claims of
the United States Trustee for fees pursuant to 11 U.S.C. ss. 1930(a)(6) shall be
paid in accordance with the applicable schedule for payment of such fees.

         2.2 Source of Funding. The source of funding to satisfy Administrative
Expense Claims shall be from cash on hand as of the Effective Date or, to the
extent such Claim is not due and payable until after the Effective Date, from
cash on hand of the Reorganized Claridge Debtors.

         2.3 Bar Date for Administrative Expense Claims.

         (a) In General. Unless the payment date is otherwise established by an
Order of the Bankruptcy Court, and other than Administrative Expense Claims of
Professionals, requests for payment of Administrative Expense Claims must be
filed and served on the Debtors no later than thirty (30) days after the
Effective Date. Any Person that is required to file and serve a request for
payment of an Administrative Expense Claim and that fails to timely file and
serve such request, shall be forever barred, estopped and enjoined from
asserting such Claim against the Debtors, the Estates of the Debtors or their
respective property. The administrative bar date shall not apply to fees payable
to the United States Trustee pursuant to 11 U.S.C.ss. 1930(a)(6).

                                       10

<PAGE>



         (b) Professionals. Professionals or other Persons requesting
compensation or reimbursement of expenses pursuant to sections 327, 328, 330,
331, 503(b) and 1103 of the Bankruptcy Code for services rendered before the
Confirmation Date shall file an application for final allowance of compensation
and reimbursement of expenses no later than sixty (60) days after the
Confirmation Date. Objections to applications of professionals or other Persons
for compensation or reimbursement of expenses must be filed no later than ninety
(90) days after the Confirmation Date.

         (c) Ordinary Course Liabilities. Holders of Administrative Expense
Claims arising in the ordinary course of the Debtor's Chapter 11 Case and
holders of Claims and obligations assumed by the Reorganized Claridge Debtors
under this Plan shall not be required to file any request for payment of such
Claims. All Administrative Operating Expense Claims which are not due and
payable by their terms as of the Confirmation Date shall be assumed by the
Reorganized Claridge Debtors, and paid in accordance with their terms, subject
to all applicable offsets and defenses which the Debtors may hold to payment of
such Claims.

         2.4 Priority Tax Claims. At the option of the Debtors, each holder of
an Allowed Priority Tax Claim asserted against the Debtors arising in the
ordinary course of the Debtors' Chapter 11 Cases shall be paid the full amount
of the Allowed Priority Tax Claim, (a) in Cash, on the later of (i) the
Effective Date (or as soon thereafter as is practicable), or (ii) the first
Business Day after such Claim becomes an Allowed Claim (or as soon thereafter as
is practicable); or (b) in equal quarterly installments of principal and
interest at the applicable legal rate over a period not to exceed six (6) years
from the date of assessment of such Priority Tax Claim. The source of funding
for Allowed Priority Tax Claims against the Debtors' Estates shall be from cash
on hand of the Reorganized Claridge Debtors.

         2.5 Indenture Trustee Fees and Expenses. On or prior to the Effective
Date, the Indenture Trustee shall furnish to the Debtors a certification stating
(i) the aggregate amount of its previously invoiced but then unpaid fees and
unreimbursed expenses (including the fees and expenses of its counsel and
advisors), and (ii) an estimate of such fees and expenses from the latest date
covered by its last invoice to and including the Effective Date and an estimate
of any part-Effective Date fees and expenses. On the Effective Date, in
satisfaction of the Indenture Trustee's unpaid fees and expenses, the Indenture
Trustee shall retain from cash held by the Indenture Trustee an amount of cash
equal to the aggregate amount stated in its aforementioned certification. Such
amount shall be in addition to the amount previously retained by the Indenture
Trustee in payment of its fees and expenses incurred both prior to and after the
Petition Date. The Indenture Trustee shall not be required to file an
application with respect to its fees and expenses and the fees and expenses of
its retained professionals unless the Bankruptcy Court shall have entered a
Final Order requiring that such application be made. The Indenture Trustee shall
reserve its rights to assert that it is not required to obtain Bankruptcy Court
approval of such fees and expenses. If a Final Order requires the filing of an
application by the Indenture Trustee and its retained professionals in
connection with the fees and expenses of the Indenture Trustee, the Indenture
Trustee and its professionals shall be entitled to retain all monies received in
payment of their respective fees and expenses unless the Bankruptcy Court by
Final Order shall award a lesser amount, in connection with any such fee
application. In the event that the cash held by the Trustee is insufficient to
pay its unpaid invoiced fees and expenses, the Debtors shall pay to the
Indenture Trustee such shortfall in cash on the Effective Date.

                                       11

<PAGE>




         The amount of any estimated fees and expenses not covered by an invoice
on the Effective Date including the estimated costs related to any fee
application(s) and any appeals relating to any disposition thereof will be held
in trust, in a segregated interest bearing money market account (the "Segregated
Account") by the Indenture Trustee, if the cash held by the Indenture Trustee is
sufficient or by Reorganized CPPI, if additional cash is required to pay the
estimated unpaid fees and expenses of the Indenture Trustee, until final
invoices are presented to the Debtors and until any fee application and any
appeals relating to any disposition thereof have been determined. The Indenture
Trustee and Reorganized CPPI, to the extent to which each is entitled to the
funds so held in the Segregated Account, shall also be entitled to interest and
income earned on the portion of the funds payable to the Indenture Trust and
Reorganized CPPI, respectively. Upon receipt of certification of such final
invoices and approval by the Bankruptcy Court, if so required, such amount shall
be paid to the Indenture Trustee from the Segregated Account together with
interest thereon and the balance shall be released to Reorganized CPPI. Except
for those funds held in the Segregated Account as provided above, any excess
cash remaining within the possession, custody or control of the Indenture
Trustee, including funds held in the AOB Escrow Account, shall be deemed
exclusively to be the property of Reorganized CPPI and shall be remitted to CPPI
within ten days of the Effective Date.

         Distributions made to the holders of First Mortgage Note Claims
pursuant to the Plan will be subject to the lien rights of the Indenture Trustee
until the Indenture Trustee's fees and expenses are paid in full. The
Confirmation Order shall provide that the Indenture Trustee charging lien shall
attach to all cash to be distributed to it under the Plan and all distributions
to the Holders of the First Mortgage Notes until the aggregate amount stated in
its certifications has been paid in full and, if a fee application is required
to be filed, any and all fees and expenses related thereto including any appeals
from the disposition thereof. The Indenture Trustee charging lien shall remain
on the funds in the Segregated Account until the final invoice is paid in full.

                                       12

<PAGE>




                                   ARTICLE III

                     CLASSIFICATION OF CLAIMS AND INTERESTS

         3.1 Classification of Claims. Pursuant to section 1122 of the
Bankruptcy Code, set forth below is a designation of classes of Claims and
Interests.

         (a) Administrative Expense Claims and Priority Tax Claims of the kinds
specified in Sections 507(a)(1) and 507(a)(8) of the Bankruptcy Code (set forth
in Article IV, below) have not been classified and are excluded from the
following classes in accordance with Section 1123(a)(1) of the Bankruptcy Code.

         3.2 Class 1: Priority Claims. This class consists of all Priority
Claims that are not claims of the type referred to in Section 2.4 hereof.

         3.3 Class 2: Miscellaneous Secured Claims. This class consists of all
Miscellaneous Secured Claims.

         3.4 Class 3: First Mortgage Note Claims. This class consists of all
First Mortgage Note Claims, including any Claim held by the holders of the First
Mortgage Notes against any of the Debtors under the First Mortgage Notes, the
First Mortgage Notes Indenture, the First Mortgage or the CPPI Guaranty,
including any Deficiency Claim.

         3.5 Class 4: General Corporation Claims. This class consists of all
General Corporation Claims against the Corporation, other than claims that elect
to be treated as a Class 6 Convenience Class Claim.

         3.6 Class 5: General CPPI Claims. This class consists of all General
CPPI Claims (including Trade Claims against CPPI and Employee Claims) other than
claims that elect to be treated as a Class 6 Convenience Class Claim.

         3.7 Class 6: ACBA, CPPI and Corporation General Convenience Class
Claims. This class consists of all General CPPI Claims, General Corporation
Claims and General ACBA Claims that elect to be treated as Convenience Class
Claims.

         3.8 Class 7: General ACBA Claims. This class consists of General ACBA
Claims.

         3.9 Class 8: Intercompany Claims. This class consists of all
Intercompany Claims.

         3.10 Class 9: Contingent Payment Rights Claims. This class consists of
all Allowed Contingent Payment Rights Claims.

         3.11 Class 10: Contingent Payment Claims. This class consists of all
Allowed Contingent Payment Claims.

         3.12 Class 11: Corporation Interests. This class consists of all
Corporation Interests.

         3.13 Class 12: CPPI Interests. This class consists of all CPPI
Interests.

                                       13

<PAGE>




         3.14 Class 13: ACBA Interests. This class consists of all ACBA
Interests.

         3.15 Classification Rules. A Claim is in a particular Class only to the
extent that the Claim qualifies within the description of Claims of that Class,
and such Claim is in a different Class to the extent that the remainder of the
Claim qualifies within the description of the different Class. Pursuant to
section 1123(a)(4) of the Bankruptcy Code, all Allowed Claims of a particular
Class shall receive the same treatment unless the Holder of a particular Allowed
Claim agrees to a less favorable treatment for such Allowed Claim. For purposes
of the Plan, and pursuant to section 510(a) of the Bankruptcy Code, the Plan
shall give effect to subordination agreements which are enforceable under
applicable non-bankruptcy law, except to the extent the beneficiary or
beneficiaries thereof agree to less favorable treatment. The Plan shall also
give effect to the subordination rules of sections 510(b) and (c) of the
Bankruptcy Code. The inclusion of a Creditor by name in any Class is for
purposes of general description only, and includes all Persons claiming as
beneficial interest holders, assignees, heirs, devisees, transferees or
successors in interest of any kind of the Creditor named.

                                   ARTICLE IV

 IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND NOT IMPAIRED BY
                                    THIS PLAN

         4.1 Classes of Claims Impaired by this Plan and Entitled to Vote. First
Mortgage Note Claims (Class 3), General Corporation Claims (Class 4), General
CPPI Claims (Class 5), General ACBA Claims (Class 7), and Intercompany Claims
(Class 8) are Impaired by this Plan, are receiving distributions under the Plan
and, therefore, the holders of Allowed Claims in Classes 3, 4, 5, 7 and 8 are
entitled to vote to accept or reject this Plan.

         4.2 Classes of Claims and Interests Impaired by this Plan and Deemed to
Reject this Plan. Holders of Allowed Contingent Payment Rights Claims (Class 9),
Allowed Contingent Payment Claims (Class 10), Corporation Interests (Class 11)
and ACBA Interests (Class 13) are Impaired and do not receive or retain any
property under this Plan. Under section 1126(g) of the Bankruptcy Code, the
holders of such Claims and Interests are deemed to reject this Plan and the
votes of such holders will not be solicited.

         4.3 Classes of Claims and Interests Not Impaired by this Plan and
Conclusively Presumed to Accept this Plan. Priority Claims (Class 1),
Miscellaneous Secured Claims (Class 2), Convenience Class Claims (Class 6) and
CPPI Interests (Class 12) are not Impaired by this Plan. Under section 1126(f)
of the Bankruptcy Code, the holders of such Claims and Interests are
conclusively presumed to accept this Plan, and the votes of such holders will
not be solicited.

                                    ARTICLE V

                PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS

         5.1 Priority Claims (Class 1). Each holder of an Allowed Priority Claim
shall be paid the Allowed amount of such Claim, including all applicable
interest and other charges to which the Holder of such Allowed Priority Claim
may be entitled under applicable law or contract, to the extent permitted under
the applicable provision of section 507(a), in Cash, on the later of: (a) the
Effective Date (or as soon thereafter as is practicable) or (b) the first
Business Day after such Claim becomes an Allowed Claim (or as soon thereafter as
is practicable).

                                       14

<PAGE>



         5.2 Miscellaneous Secured Claims (Class 2). With respect to an Allowed
Miscellaneous Secured Claim, the Holder of such Allowed Claim shall receive, at
the sole option of the Reorganized Corporation, (a) the unaltered legal,
equitable and contractual rights to which the Miscellaneous Secured Claim
entitles the Holder of such Claim, (b) such other treatment that will render
such Miscellaneous Secured Claim unimpaired under section 1124 of the Bankruptcy
Code, (c) the transfer and surrender of all collateral securing such Claim to
such Holder, without representation or warranty by or recourse against either
Debtor, or (d) will be treated in accordance with an agreement between the
Proponents and the Holder of such Claim. In the event that the treatment
provided in subparagraphs (a), (b) or (c) above results in payment to such
Creditor of less than the Allowed amount of its Claim, it shall be entitled to
assert a General Unsecured Claim against the Debtors that it remains liable
thereon for any deficiency.

         5.3 First Mortgage Note Claims (Class 3). Upon the Effective Date, any
Claim held or asserted by the holders of the First Mortgage Notes against the
Claridge Debtors and ACBA, including any Deficiency Claim, and including any
Claim evidenced by or under the First Mortgage Notes, the Security Documents,
the CPPI Guaranty, the First Mortgage or the First Mortgage Notes Indenture,
shall be extinguished, discharged and released and any mortgage, lien or
encumbrance securing such Claim, including any interest in the funds held in the
AOB Escrow Account, shall be discharged, waived and released upon receipt of the
distributions provided under paragraph (a) or (b) of this Section 5.3, as
applicable. Under the Plan, holders of Allowed Class 3 Claims will receive one
of the following two treatments depending upon whether holders of Allowed Class
3 Claims, as a class, vote to accept or reject the Plan.

                  (a) Acceptance by Class 3 of the Plan. Provided holders of
Allowed Class 3 claims vote, as a class, to accept the Plan, each holder of a
First Mortgage Note Claim in full, complete and final satisfaction thereof,
shall receive pari passu and pro rata one hundred percent (100%) of the New
Common Stock and one hundred (100%) percent of the New Notes. As a result of the
effectuation of the Plan, holders of the First Mortgage Notes shall not share or
receive any distribution from any of the Debtors' Assets upon any alleged
deficiency claim, if such exists, with holders of Allowed Claims in Classes 4,
5, 6 and 7 or otherwise from the Reorganized Claridge Debtors or their assets.
The New Notes shall (i) accrue and pay interest at the rate of eight percent
(8%) per annum; (ii) constitute an obligation of the Reorganized Corporation
which obligation shall be guaranteed by CPPI pursuant to the New CPPI Guaranty;
(iii) be secured by a trust lien and security interest in the New Notes
Collateral, pursuant to the New Notes Mortgage and the New Notes Security
Documents and by a pledge by Reorganized Corporation of its Interests in the
Reorganized CPPI; (iv) mature upon the tenth (10th) anniversary date of the
Effective Date; (v) be pre-payable, in whole or in part, at any time without
penalty; (vi) commence paying interest six (6) months from the Effective Date
and, thereafter, pay interest in arrears every six (6) months until the maturity
date of the New Notes; and (vii) contain other usual and customary terms and
provisions. A copy of the New Note, the New CPPI Guaranty, the New Notes
Mortgage are attached hereto as Exhibits "A", "B" and "C."

                  (b) Rejection by Class 3 of the Plan. Notwithstanding anything
in this Plan to the contrary, if Class 3, as a class, does not vote to accept
the Plan, the Debtors will ask that the Bankruptcy Court confirm the Plan over
the rejection of the Plan by Class 3, as a class. In full, complete and final
satisfaction of any and all Claims held by the holders of Class 3 Claims,
including any Deficiency Claims, to the extent such a claim exists, against the
Debtors or their property, holders of Allowed Class 3 claims will no longer have
the option to receive the New Notes but instead will receive pari passu and pro
rata the New Common Stock.


                                       15

<PAGE>




         5.4 General Corporation Claims (Class 4). Subject to the Maximum
Unsecured Claim Limit, each Holder of an Allowed General Corporation Claim shall
receive the lesser of (a) the pro rata share of the Maximum Unsecured Claim
Limit determined by dividing the Holder's Allowed Classes 4, 5 or 7 Claim by the
sum of (i) all Allowed Claims in Classes 4, 5 and 7 and (ii) until all Disputed
Claims in Classes 4, 5 and 7 have been allowed or disallowed, all Disputed
Claims, and (b) one hundred percent (100%) of such holder's Claim, without
interest, payable in six (6) equal, annual installments over five (5) years
commencing upon the Effective Date. The balance of any amount owed to the
holders of Allowed General Corporation Claims, once all Disputed Claims in
Classes 4, 5 and 7 have been resolved or reserved for in accordance with the
Plan, can be paid in full at any time by the Reorganized Corporation without
penalty up to the Maximum Unsecured Claim Limit. The Reorganized Claridge
Debtors shall covenant and agree that the balance of any amount then outstanding
and owed to holders of Class 4, 5 and 7 Allowed Claims shall be satisfied in
full upon a sale of substantially all of the New Notes Collateral or, to the
extent issued under the Plan, a refinance and payment in full of the New Notes.

         The maximum aggregate obligation that the Reorganized Claridge Debtors
shall have to holders of Allowed Class 4, 5 and 7 Claims is $5,500,000 (the
"Maximum Unsecured Claim Limit"). The Reorganized Claridge Debtors' obligation
under the Plan to make any further or additional payment or payments to holders
of Allowed Class 4, 5 and 7 Claims shall terminate and be deemed satisfied when
the aggregate of all prior payments to holders of Allowed Class 4, 5, and 7
Claims equals the Maximum Unsecured Claim Limit.

         5.5 General CPPI Claims (Class 5). Subject to the Maximum Unsecured
Claim Limit, each holder of an Allowed General CPPI Claim shall receive the
lesser, of (a) the pro rata share of the Maximum Unsecured Claim Limit
determined by dividing the Holder's Allowed Classes, 4, 5 or 7 Claim by the sum
of (i) all Allowed Claims in Classes 4, 5 and 7 and (ii) until all Disputed
Claims in Classes 4, 5 and 7 have been allowed or disallowed, all Disputed
Claims, and (b) one hundred percent (100%) of such holder's claim, without
interest, payable in six (6) equal, annual installments over five (5) years
commencing upon the Effective Date. The balance of any amount owed to the
holders of Allowed General CPPI Claims, once all Disputed Claims in Classes 4, 5
and 7 have been resolved or reserved for in accordance with the Plan, can be
paid in full at any time by Reorganized CPPI, without penalty up to the Maximum
Unsecured Claim Limit. The Reorganized Claridge Debtors shall covenant and agree
that the balance of any amount then outstanding and owed to holders of Class 4,
5 and 7 Allowed Claims shall be satisfied in full upon a sale of substantially
all of the New Notes Collateral or, to the extent issued under the Plan, a
refinance and payment in full of the New Notes.

         The maximum aggregate obligation that the Reorganized Claridge Debtors
shall have to holders of Allowed Class 4, 5 and 7 Claims is the Maximum
Unsecured Claim Limit. The Reorganized Claridge Debtors' obligation under the
Plan to make any further or additional payment or payments to holders of Allowed
Class 4, 5 and 7 Claims shall terminate and be deemed satisfied when the
aggregate of all prior payments to holders of Allowed Class 4, 5, and 7 Claims
equals the Maximum Unsecured Claim Limit.

                                       16

<PAGE>




         5.6 Convenience Claims (Class 6).

         (a) Eligibility. Certain creditors that otherwise would be classified
as General Corporation Claims (Class 4), General CPPI Claims (Class 5) or
General ACBA Claims (Class 7) shall be deemed to be a Class 6 Convenience Claim,
if such holder's Allowed Claim is $2,500 or less or, subject to the eligibility
requirements set forth below, a holder of an Allowed Class 4, 5 or 7 Claim is
greater than $2,500 and such holder elects upon the Ballot to be classified as
and receive the treatment provided for Class 6 Convenience Claims. Only those
Class 4, Class 5 or Class 7 Creditors that meet the following eligibility
requirement shall be permitted to be Class 6 Convenience Claims Creditors: (i)
those Holders of Allowed Class 4, Class 5 or Class 7 Claims whose claim is
$2,500.00 or less; or (ii) those Holders of Allowed Class 4, Class 5 or Class 7
Claims that elect to reduce voluntarily the amount of such creditor's claim to
$2,500.00 upon the Holders' Ballot.

         (b) Distributions. As an alternative treatment, holders of Allowed
Class 4, Class 5 or Class 7 Claims that elect to be treated as holders of
Allowed Convenience Claims and/or which meet the eligibility requirement set
forth herein, shall receive cash in an amount equal to 100% of such Allowed
Convenience Claim on the later of the Effective Date and the date such
Convenience Claim becomes an Allowed Convenience Claim.

         (c) Impairment and Voting. Due to the voluntary election to be treated
as a Class 6 Creditor, holders of Allowed Class 6 Claims shall be unimpaired
under the Plan. The holders of Allowed Claims in Class 6 are presumed to accept
the Plan and are not entitled to vote to accept or reject the Plan.

         (d) Election to be Treated as a Convenience Claim. By checking the
appropriate box on a timely cast Ballot, the holder of an Allowed General
Corporation Claim or an Allowed General CPPI Claim or an Allowed General ACBA
Claim in an amount greater than $2,500 may elect to reduce the amount of such
holder's Allowed General Claim to $2,500 and to receive a distribution thereupon
as an Allowed Class 6 Convenience Claim. By making such election, the holder of
an Allowed General CPPI Claim, an Allowed General Corporation Claim or an
Allowed General ACBA Claim shall thereby be deemed to waive and release
Corporation or CPPI or ACBA, as the case may be, and their Estates and their
property from any and all liability for such excess amount. The holder of an
Allowed General CPPI Claim, an Allowed General Corporation Claim or an Allowed
General ACBA Claim which timely elects to reduce the amount of its Allowed Claim
shall be deemed to be the holder of an Allowed Class 6 Convenience Claim for
classification, voting and all other purposes under the Plan.

         5.7 General ACBA Claims (Class 7). Subject to the Maximum Unsecured
Claim Limit, to the extent any such Claims exist, each holder of an Allowed
General ACBA Claim shall receive the lesser, of (a) the pro rata share of the
Maximum Unsecured Claim Limit determined by dividing the Holder's Allowed
Classes, 4, 5 or 7 Claim by the sum of (i) all Allowed Claims in Classes 4, 5
and 7 and (ii) until all Disputed Claims in Classes 4, 5 and 7 have been allowed
or disallowed, all Disputed Claims, and (b) one hundred percent (100%) of such
holder's Claim, without interest, payable in six (6) equal, annual installments
over five (5) years commencing upon the Effective Date. The balance of any
amount owed to the holders of Allowed General ACBA Claims, once all Disputed
Claims in Classes 4, 5 and 7 have been resolved or reserved for in accordance
with the Plan, can be paid in full at any time by the Reorganized Claridge
Debtors without penalty up to the Maximum Unsecured Claim Limit. The Reorganized
Claridge Debtors shall covenant and agree that the balance of any amount then
outstanding and owed to holders of Class 4, 5 and 7 Allowed Claims shall be
satisfied in full upon a sale of substantially all of the New Notes Collateral
or, to the extent issued under the Plan, a refinance and payment in full of the
New Notes.

                                       17

<PAGE>





         The maximum aggregate obligation that the Reorganized Claridge Debtors
shall have to holders of Allowed Class 4, 5 and 7 Claims is the Maximum
Unsecured Claim Limit. The Reorganized Claridge Debtors' obligation under the
Plan to make any further or additional payment or payments to holders of Allowed
Class 4, 5 and 7 Claims shall terminate and be deemed satisfied when the
aggregate of all prior payments to holders of Allowed Class 4, 5, and 7 Claims
equals the Maximum Unsecured Claim Limit

         5.8 Intercompany Claims (Class 8). Allowed Intercompany Claims shall be
satisfied in full as follows: On the Effective Date, all Intercompany Claims
held by ACBA against the Claridge Debtors shall be extinguished and no
distribution shall be made in respect of such Claims. On the Effective Date,
ACBA will sell, transfer, convey and assign, without recourse, all of its right,
title and interest in and to its Assets, including, without limitation, the
Hotel Assets, to CPPI free and clear of any liens, claims, or encumbrances or
interests (except with respect to any liens or encumbrances classified in Class
2 or Class 3 or otherwise expressly assumed pursuant to this Plan by the
Reorganized Claridge Debtors or by CPPI in writing prior to the Effective Date)
in complete and full satisfaction of ACBA's obligations to CPPI, and CPPI's
Claims against ACBA, including arising under Wraparound Note, the FF&E Notes and
any other obligations of ACBA to CPPI, in proportion to the unpaid balances of
such obligations. The transfer by ACBA to CPPI of its Assets shall be subject to
the liens, mortgage and security interests held by the Indenture Trustee for the
benefit of the holders of Class 3 First Mortgage Note Claims pursuant to the
Security Documents to which ACBA is a party; provided, however, that any such
lien shall be extinguished and discharged under the Plan in accordance with the
treatment provided holders of Allowed Class 3 Claims under the Plan. The
Operating Leases shall terminate without liability. All other Intercompany
Claims between the Claridge Debtors and ACBA shall be deemed satisfied and
released. In addition, the Reorganized Claridge Debtors shall assume all Claims
against ACBA (i) asserted or held by any Person; and (ii) asserted or held by a
general or limited partner of ACBA based upon a claim other than a general or
limited partner of ACBA indemnification or contribution.

         Any Claim held by CPPI against Corporation shall not be affected by the
Plan except that CPPI shall subordinate its Claims against Corporation to
payment in full of all other Allowed Claims against Corporation, including
Claims in Class 4.

         5.9 Contingent Payment Rights Claims (Class 9). On the Effective Date,
all Allowed Contingent Payment Rights Claims shall be extinguished and no
distribution will be made in respect of such Allowed Contingent Payment Rights
Claims, including any Allowed Claims arising out of or in connection with the
Debtors' rejection of the Restructuring Agreement.

         5.10 Contingent Payment Claims (Class 10). On the Effective Date, all
Allowed Contingent Payment Claims shall be extinguished and no distributions
will be made in respect of such Allowed Contingent Payment claims, including any
Allowed Claims arising out of or in connection with the Debtors' rejection of
the Restructuring Agreement.

         5.11 Corporation Interests (Class 11). The Holders of Allowed
Corporation Interests will not receive or retain any property under the Plan on
account of such Interests and, on the Effective Date, all such Interests shall
be extinguished and cancelled.

                                       18

<PAGE>




         5.12 CPPI Interests (Class 12). On the Effective Date, the Corporation
will continue to own 100% of the CPPI Interests, which will revest free and
clear of any liens, claims, interests or encumbrances, subject to the pledge by
Reorganized Corporation of such Interests to holders of the New Notes in
accordance with the terms of the Plan.

         5.13 ACBA Interests (Class 13). The Holders of Allowed ACBA Interests
will not receive or retain any property under the Plan on account of such
Interests and, on the Effective Date, all such Interests shall be extinguished
and cancelled.

                                   ARTICLE VI

                    UNEXPIRED LEASES AND EXECUTORY CONTRACTS

         6.1 Generally. Effective on and as of the Effective Date, all executory
contracts and unexpired leases that exist between the Debtors and any Person are
hereby rejected, except for any executory contracts and unexpired leases that
have been specifically assumed by the Debtors with the approval of the
Bankruptcy Court on or before the Effective Date or in respect of which a motion
for rejection has been filed on or before the Effective Date.

         6.2 Particular Contracts.

         (a) As of the Effective Date, (i) CPPI will reject the Operating Leases
as extended and amended pursuant to this Plan; and (ii) the Debtors will reject
the Restructuring Agreement, and any and all agreements, contracts or other
arrangements entered into in connection herewith to the extent executory as of
the Effective Date.

         (b) As of the Effective Date, CPPI and the Corporation will assume (i)
all employment agreements to which they are a signatory in effect as of the
Effective Date; (ii) any and all collective bargaining agreements to which they
are a signatory in effect as of the Effective Date; and (iii) all employee
benefit plans to which they are a signatory in effect as of the Effective Date.

         (c) As of the Effective Date, the Debtors shall assume all other
contracts, agreements or leases identified on Exhibit "D" hereto. All contracts
or leases identified on such exhibit with ACBA shall be assigned on the
Effective Date to the Reorganized CPPI.

         6.3 Assumption and Assignment. Entry of the Confirmation Order by the
Clerk of the Bankruptcy Court shall constitute approval of all executory
contracts and unexpired leases to be assumed by the Debtors and, as the case may
be, assigned by ACBA to the Reorganized CPPI in accordance with Section 6.1 and
6.2 hereof pursuant to section 365(a) and (k) of the Bankruptcy Code.

         6.4 Rejection. Claims created by or arising in connection with the
rejection of executory contracts and unexpired leases of the Debtors must be
filed no later 30 days after receipt of notice of the entry of a Final Order
authorizing such rejection. Any such Claims not filed within such time shall be
forever barred from assertion against the Debtors, the Reorganized Corporation
and the Reorganized CPPI and their property and estates. Each Claim resulting
from such rejection shall constitute a Class 2 Claim if secured or a Class 4, 5,
6 or 7 Claim, as the case may be, if unsecured.

                                       19

<PAGE>




         6.5 Officers', Directors' and General Partners' Indemnification Rights.
The obligations of the Debtors to indemnify their present or former directors,
officers, general partners, and employees pursuant to their respective
certificates of incorporation, by-laws, limited partnership agreement,
contractual obligations or any applicable laws in respect of all past, present
and future actions, suits and proceedings against any of such directors,
officers, agents, employees and representatives based upon any act or omission
related to service with, for or on behalf of any of the Debtors shall not be
discharged or impaired by confirmation or consummation of this Plan, but shall
survive unaffected by the reorganization contemplated by this Plan and shall be
performed and honored in full by the Reorganized Claridge Debtors pursuant to
the Debtors' or the Reorganized Claridge Debtors', as the case may be, by-laws,
certificates of incorporation, limited partnership agreement, contractual
obligations or applicable laws regardless of such confirmation, consummation and
reorganization. Notwithstanding anything in the Plan to the contrary, (i) the
Reorganized Claridge Debtors shall also indemnify the general partners of ACBA
against any Claims asserted against ACBA by any Person other than a general or
limited partner of ACBA; and (ii) on the Effective Date, any Claim held by a
general partner or a limited partner of ACBA against another general partner or
limited partner or against ACBA shall be deemed waived and released. The
Reorganized Claridge Debtors shall also assume the expense and cost (but not any
underlying tax liability owed by a general partner or a limited partner),
related to any tax inquiry, audit or appeal of any tax liability of a general
partner or ACBA.

         6.6 Compensation and Benefit Programs. All employee compensation and
benefit plans, policies and programs of the Claridge Debtors applicable
generally to their employees, as in effect on the Effective Date, including,
without limitation, all savings plans, retirement plans, health care plans,
disability plans, and life, accidental death and dismemberment insurance plans,
shall continue in full force and effect, without prejudice to the Reorganized
Claridge Debtors' rights under applicable non-bankruptcy law to modify, amend or
terminate any of the foregoing arrangements.

                                   ARTICLE VII

                             DIRECTORS AND OFFICERS

         7.1 Board of Directors. The Boards of Directors of the Corporation and
CPPI shall continue in place after the Effective Date until the first meeting of
Holders of New Common Stock and shall be vested with activities over the
Reorganized Claridge Debtors. The first meeting of Holders of New Common Stock
shall occur as soon as reasonably practicable following the Effective Date,
after a total of not less than fifty (50%) percent of the New Common Stock have
been issued in accordance with Section 8.2 of this Plan, provided that at least
one Creditor entitled to receive New Common Stock under the Plan has been
qualified by the NJCC to receive its distribution of the New Common Stock or the
necessity for such qualification has been waived.

         At the first meeting, Holders of New Common Stock shall be entitled to
elect the Board of Directors of the Reorganized Corporation. The Board of
Directors of Reorganized Corporation shall appoint the Board of Directors of the
Reorganized CPPI.

         7.2 No Corporate or Partnership Action Required. As of the Effective
Date, the issuance of New Notes and New Common Stock, the adoption, execution,
delivery and implementation of all contracts, leases, documents, instruments,
and other agreements related to or contemplated by the Plan, and the other
matters provided for, under or in furtherance of the Plan involving action to be
taken by or required of the Debtors

                                       20

<PAGE>




shall be deemed to have occurred and be effective as provided herein, and shall
be authorized and approved in all respects without further order of the
Bankruptcy Court or any requirement of further action by stockholders or
directors or the partners of the Debtors. All documents or instruments which
must be executed and delivered by the Debtors under this Plan shall be deemed
appropriately executed if signed by either of the President, Chief Executive
Officer, Executive Vice President or any Vice President, or any General Partner,
of the Debtors. The power of attorney in favor of the General Partners in the
ACBA limited partnership agreement shall be deemed to permit the General
Partners to effect the transfer of all partnership interest to Reorganized CPPI
to effectuate this Plan.

         7.3 Powers and Duties of the Reorganized Claridge Debtors. From and
after the Effective Date, the Reorganized Claridge Debtors shall have the powers
and exercise the duties, as set forth in section 1123(b)(3) of the Bankruptcy
Code, to retain, enforce, settle and prosecute all Causes of Action.

         7.4 Officers' Incentive Plan. Upon the Effective Date, the Reorganized
Corporation shall, without any further approval of or order from the Bankruptcy
Court, issue warrants (the "Warrants") based upon 5,000,000 shares (including
officer's shares) being issued under the Plan to holders of Allowed Class 3
Claims, to CPPI's officers, to whom and in such amount and manner that the
Corporation's Board of Directors shall approve on or prior to the Effective
Date. If executed, the Warrants shall constitute five (5%) percent of the New
Common Stock of the Reorganized Corporation on a fully diluted basis. The
Warrants shall have an exercise price to be determined prior to the Effective
Date equal to a proportional share of the enterprise value of the Reorganized
Corporation on the Confirmation Date based upon, among other things, whether the
New Notes are issued under the Plan. The Warrants cannot be exercised until the
one (1) year anniversary date of the Effective Date but must be exercised within
five (5) years from the Effective Date.

                                  ARTICLE VIII

                           IMPLEMENTATION OF THIS PLAN

         8.1 Vesting of Property. Except as otherwise expressly provided in this
Plan, on the Effective Date, title to all property of each Debtor's estate shall
vest in the Reorganized Corporation and Reorganized CPPI, as the case may be,
free and clear of all Claims, liens, encumbrances, charges and Interests arising
on or before the Effective Date, and the Reorganized Corporation and Reorganized
CPPI may operate their respective businesses, from and after the Effective Date,
free of any restrictions imposed by the Bankruptcy Code or the Bankruptcy Rules.

         8.2 Issuance of New Common Stock and New Notes. On the Effective Date,
the Reorganized Corporation will issue the New Common Stock, which New Common
Stock will represent 100% of the ownership and voting interest in the
Reorganized Corporation. In addition, provided holders of Allowed Class 3
Claims, as a Class, vote to accept the Plan, on the Effective Date the
Reorganized Corporation shall issue the New Notes.

         8.3 Fractional Interests. The calculation of the percentage
distribution of the New Notes or the New Common Stock to be made to holders of
Class 3 Claims may mathematically entitle the holder of such a Class 3 Claim to
a fractional interest in such New Notes or the New Common Stock. For purposes of
applying this section, the holders of Class 3 Claims under or evidenced by the
First Mortgage Notes shall, in the case of the First Mortgage Notes held in
street name, mean the beneficial holders thereof as of the Record Date.

                                       21

<PAGE>





         The number of shares of the New Notes and the New Common Stock to be
received by a holder of a Class 3 Claim shall be rounded to the next lower whole
number of shares. The total number of shares of the New Notes and the New Common
Stock to be distributed to Class 3 Claims shall be adjusted as necessary to
account for the rounding provided for in this Section. No consideration shall be
provided in lieu of the fractional shares that are rounded down and not issued.

         8.4 Dissolution of ACBA. On the Effective Date, ACBA will be dissolved
and shall cease to operate its business and affairs, other than (1) those
actions which AC Boardwalk Partners, Inc., as general partner of ACBA, and (2)
the condition of such business by the Reorganized Claridge Debtors as provided
in this Plan may need take to wind-up the affairs of ACBA, including the
preparation of final tax returns. AC Boardwalk Partners Inc. shall also serve as
tax matter partner for the final tax returns and shall be substituted for Gerald
Heetland as tax matters partner for all prior years. The Reorganized Claridge
Debtors shall also assume the expense and cost (but not any underlying tax
liability owed by a general partner or ACBA) related to any tax inquiry, audit
or appeal of any tax liability of a general partner or ACBA.

         8.5 Cancellation of Securities, Notes or Other Instruments; Discharge
of Indenture Obligations.

         (a) As of the Effective Date, any security, note or instrument
evidencing a Claim or Interest that is impaired by this Plan, including without
limitation the First Mortgage Notes, shall be deemed cancelled and terminated,
and the obligations of the Debtors relating to, arising under, in respect of or
in connection with such securities, instruments and agreements shall be
discharged; provided, however, that except as otherwise provided herein, notes
and other evidence of Claims shall, effective upon the Effective Date, represent
the right to participate, to the extent such claims are Allowed, in the
distributions contemplated by this Plan.

         (b) The First Mortgage Notes Indenture, and the obligations of the
Indenture Trustee thereunder, shall be cancelled and discharged on the Effective
Date, provided that nothing shall affect the Indenture Trustee's lien rights in
respect of its fees and expenses.

         8.6 Surrender of Securities. Each Holder of a promissory note or other
instrument evidencing a Claim impaired hereby shall surrender the same to the
Reorganized Corporation and the Reorganized Corporation shall distribute or
shall cause to be distributed to the Holders thereof the appropriate
distribution of property hereunder. No distribution of property hereunder shall
be made to or on behalf of any such Holder unless and until such promissory note
or other instrument is received by the Debtors or the Reorganized Corporation,
or the unavailability of such note or other instrument is established to the
satisfaction of the Debtors or the Reorganized Corporation. Any such Holder that
fails to surrender or cause to be surrendered such promissory note or other
instrument, or to execute and deliver an affidavit of loss and indemnity
satisfactory to the Debtors or the Reorganized Corporation, and, in the event
that the Debtors or the Reorganized Corporation so request with respect to the
First Mortgage Notes, fails to furnish a bond in form and substance (including,
without limitation, with respect to amount) reasonably satisfactory to the
Debtors or the Reorganized Corporation, within two years after the Confirmation
Date, shall be deemed to have forfeited all Claims against the Debtor
represented by such note or other instrument and shall not participate in any
distribution hereunder in respect of such note or other instrument and all
property in respect of such forfeited distribution, including (if applicable)
interest accrued thereon, shall revert to the

                                       22

<PAGE>




Reorganized Corporation. Notwithstanding the foregoing, all Claims shall be
discharged and all Interests shall be terminated by this Plan to the extent
provided herein regardless of whether and when any surrender, indemnity or bond
required by this Section is provided and regardless of whether the Reorganized
Corporation makes a distribution hereunder in the absence of compliance by any
holder of a Claim with the requirements of this Section. The Debtors or the
Reorganized Corporation may waive the requirements of this Section.

              8.7 Restated Certificate of Incorporation and Restated Bylaws. On
or prior to the Effective Date, the Corporation and CPPI shall execute and
deliver, and file with the Secretary of State of cash of the States of New York
and New Jersey, respectively, the Plan and the Confirmation Order and the
Corporation shall amend its Certificate of Incorporation and Bylaws by filing
with the Secretary of State of New York the Restated Certificate of
Incorporation and Restated Bylaws consistent with the Plan and the requirements
of the Code. Except to the extent prohibited by this Plan, after the Effective
Date, the Reorganized Corporation may amend the Restated Certificate of
Incorporation and may amend the Restated Bylaws in accordance with the Restated
Certificate of Incorporation, such Restated By-laws or applicable state law.

              8.8 Nonvoting Stock. In accordance with section 1123 (a)(6) of the
Bankruptcy Code, the certificate of incorporation of the Reorganized Corporation
shall contain a provision prohibiting the issuance of nonvoting equity
securities by the Reorganized Corporation.

              8.9 Authorization of Corporate Action. The entry of the
Confirmation Order shall constitute a direction and authorization to and of the
Debtors and the Reorganized Claridge Debtors to take or cause to be taken any
corporate or partnership action necessary or appropriate to consummate the
provisions of this Plan prior to and through the Effective Date without any
requirement of further action by the stockholders, partners or directors of the
Debtors and/or the Reorganized Claridge Debtors, (including, without limitation,
the filing of or amending or restating the certificates of incorporation of the
Reorganized Claridge Debtors), and all such actions taken or caused to be taken
shall be deemed to have been authorized and approved by the Bankruptcy Court.

                                   ARTICLE IX

                            DISCHARGE AND INJUNCTION

              9.1 Discharge of Debtors. Except as otherwise expressly provided
herein, the confirmation of this Plan shall, provided that the Effective Date
shall have occurred, discharge all Claims against and Interests in the Debtors,
to the fullest extent authorized or provided for by the Bankruptcy Code,
including, without limitation, to the extent authorized or provided for by
section 1141 thereof.

              9.2 Injunction. Except as otherwise expressly provided herein, the
entry of the Confirmation Order shall, provided that the Effective Date shall
have occurred, permanently enjoin all Persons that have held, currently hold or
may hold a Claim, or other debt or liability receiving treatment pursuant to
this Plan or who have held, currently hold or may hold an Interest, in any
Debtor from taking any of the following actions in respect of such Claim, debt
or liability or such Interest: (a) commencing, conducting or continuing in any
manner, directly or indirectly, any suit, action or other proceeding of any kind
against the Debtors, the Reorganized Claridge Debtors, their property or their
respective officers, directors, employees or the General Partners of ACBA; (b)
enforcing, levying, attaching, collecting or otherwise recovering in any manner
or by

                                       23

<PAGE>




any means, whether directly or indirectly, any judgment, award, decree or order
against the Debtors, the Reorganized Claridge Debtors, their property or their
respective officers, directors, employees or the General Partners of ACBA; (c)
creating, perfecting or enforcing in any manner, directly or indirectly, any
lien or encumbrance of any kind against the Debtors, the Reorganized Claridge
Debtors, their property or their respective officers, directors, employees or
the General Partners of ACBA; (d) asserting any setoff, right of subrogation or
recoupment of any kind, directly or indirectly, against any debt, liability or
obligation due to the Debtors, the Reorganized Claridge Debtors, their property
or their respective officers, directors, employees or the General Partners of
ACBA; and (e) proceeding in any manner in any place whatsoever that does not
conform to or comply with or is inconsistent with the provisions of this Plan.
In addition, in consideration of the treatment provided to ACBA, its estate,
creditors and Interest holders, the occurrence of the Effective Date shall
constitute a release, waiver and discharge of any and all Claims the general
partners and the limited partners of ACBA may have against one another in
connection with or relating to ACBA, the operation of its business and the
discharge and execution of any duties or obligations owed by a general partner
or a limited partner to any other general partner or limited partner.

              9.3 Exculpation. Neither the Reorganized Claridge Debtors, nor any
creditors' committee, the General Partners of ACBA, nor any of their respective
members, officers, directors, shareholders, employees, agents, attorneys,
accountants or other advisors shall have or incur any liability to any Holder of
a Claim or Interest for any act or failure to act in connection with, or arising
out of, the pursuit of confirmation of this Plan, the consummation of this Plan
or the administration of this Plan or the property to be distributed under this
Plan, except for any act or failure to act that constitutes willful misconduct
or recklessness as determined pursuant to a Final Order, and in all respects,
such Persons (a) shall be entitled to rely upon the advice of counsel with
respect to their duties and responsibilities under this Plan, and shall be fully
protected from liability in acting or in refraining from action in accordance
with such advice and (b) shall be fully protected from liability with respect to
any act or failure to act that is approved or ratified by the Bankruptcy Court.

                                    ARTICLE X

                        PROVISIONS COVERING DISTRIBUTIONS

         10.1 Time of Distributions Under this Plan. Except as otherwise
provided in this Plan, payments and distributions in respect of Allowed Claims
shall be made by the Reorganized Claridge Debtors or ACBA, as the case may be,
on or as promptly as practicable after the Effective Date.

         10.2 Compliance With Tax Requirement. With respect to the Claridge
Debtors in connection with each distribution with respect to which the filing of
an information return (such as an Internal Revenue Service Form 1099 or 1042)
and/or withholding is required, the Reorganized Claridge Debtors shall file such
information return with the Internal Revenue Service and provide any required
statements in connection therewith to the recipients of such distribution,
and/or effect any such withholding and deposit all moneys so withheld as
required by law. With respect to any Person from whom a tax identification
number, certified tax identification number or other tax information required by
law to avoid withholding has not been received by the Reorganized Claridge
Debtors, the Reorganized Claridge Debtors shall withhold the amount required and
distribute the balance to such Person.

                                       24

<PAGE>




         With respect to ACBA, the Plan contemplates that following the
Effective Date ACBA will be dissolved under applicable non-bankruptcy law. In
connection therewith, AC Boardwalk Partners, Inc. shall have the power and
authority to wind-up ACBA, including causing ACBA to file all necessary tax
returns.

              10.3 Distribution of Unclaimed Property. Any distribution of
property under the Plan which is unclaimed after two years following the
Effective Date shall irrevocably revert to the Reorganized Claridge Debtors.

              10.4 Saturday, Sunday or Legal Holiday. If any payment or act
under this Plan is required to be made or performed on a date that is not a
Business Day, then the making of such payment or the performance of such act may
be completed on the next succeeding Business Day, but shall be deemed to have
been completed as of the required date.

              10.5 Distribution Record Date. The Reorganized Claridge Debtors
shall distribute, or cause to be distributed, all distributions of property to
be made pursuant to this Plan to the record holders of Allowed First Mortgage
Note Claims as of the Record Date. As of the close of business on the Record
Date, the transfer ledgers with respect to the First Mortgage Notes shall be
closed and the Reorganized Claridge Debtors and ACBA and the Indenture Trustee
shall have no obligation to recognize any transfer of the First Mortgage Notes
occurring thereafter.

                                   ARTICLE XI

                    PROCEDURES FOR RESOLVING DISPUTED CLAIMS

         11.1 Objections to Claims. Only Claims that are Allowed shall be
entitled to distributions under the Plan. The Reorganized Claridge Debtors
reserve the sole and absolute right to contest and object to any Claims filed or
asserted against ACBA, Corporation or CPPI, including, without limitation, those
Claims that are not listed in the Schedules, are listed therein as disputed,
contingent and/or unliquidated in amount, or are listed therein at a lesser
amount than asserted by the Holder of such Claim filed or asserted against ACBA,
Corporation or CPPI. Unless otherwise ordered by the Bankruptcy Court, all
objections to Claims (other than Administrative Expense Claims) shall be filed
and served upon counsel to the Debtors, counsel to any Committee and the Holder
of the Claim objected to on or before the later of (a) 90 days after the
Effective Date and (b) 90 days after the date (if any) on which a proof of claim
is filed in respect of such Claim, or such other date determined by the
Bankruptcy Court upon motion to the Bankruptcy Court without further notice or
hearing.

         11.2 Procedures For Resolving Disputed Claims. Unless otherwise ordered
by the Bankruptcy Court or agreed to by written stipulation of the Reorganized
Claridge Debtors or until the Reorganized Claridge Debtors' objection thereto is
withdrawn, the Reorganized Claridge Debtors shall litigate the merits of each
Disputed Claim until determined by a Final Order; provided, however, that (a)
prior to the Effective Date, the Debtors, subject to the approval of the
Bankruptcy Court, and (b) after the Effective Date, the Reorganized Claridge
Debtors, subject to the approval of the Bankruptcy Court, may compromise and
settle any objection to any Claim.

         11.3 Timing of Payments and Distributions With Respect to Disputed
Claims. Subject to the provisions of this Plan, payments and distributions with
respect to each Disputed Claim that becomes an Allowed Claim, and that would
have otherwise been made had the Allowed Claim been an Allowed Claim on the
Effective Date, shall be made within thirty days after the date that such
Disputed Claim becomes an Allowed Claim. Holders of Disputed Claims that become
Allowed Claims shall be bound, obligated and governed in all respects by the
provisions of this Plan.

                                       25

<PAGE>




         11.4 Disputed Claim Reserve. In determining the amount of Distributions
to be made under the Plan to holders of Allowed Claims in Classes 4, 5 and 7 the
appropriate Distribution required by the Plan shall be made according to
estimates and subject to the provisions of the Plan. The Disputed Claim Reserve
in an amount that reasonably approximates the ratable distribution that would
otherwise be made to such Claimholder assuming such claim were to be Allowed in
the amount set forth on the Claimholder's proof of Claim or as estimated
pursuant to agreement with the Claimholder or order of the Bankruptcy Court. In
the case of the Holders of the First Mortgage Notes to the extent that it is
determined that the Noteholders are entitled to Claims in Classes 4, 5 and 7
whether in respect of any Deficiency Claims or Claims under the Operating Leases
or otherwise, the Disputed Claim Reserve in respect thereof shall be established
based upon the proofs of claim filed by the Indenture Trustee against the
respective Debtors and (a) in the case of any Deficiency Claims the value of the
Collateral that secured the claims of the Indenture Trustee and the Noteholders
as stipulated by the Debtors and the Indenture Trustee or determined by Final
Order of the Court and (b) in the case of any rejection damages under the
Operating Lease, any proof of claim relating thereto.

         11.5 Estimation of Claim. The Reorganized Claridge Debtors may, at any
time, request that the Bankruptcy Court, on proper notice estimate any Disputed
Claim pursuant to Section 502(c) of the Bankruptcy Code and the Bankruptcy Court
will retain jurisdiction to estimate any Claim at any time during litigation
concerning any objection to any Claim, including during the pendency of any
appeal relating to any such objection. If the Bankruptcy Court estimates any
Disputed Claim, that estimated amount will constitute either the Allowed amount
of such Claim or a maximum limitation on such Claim, as determined by the
Bankruptcy Court. If the estimated amount constitutes a maximum limitation on
such Claim, the Reorganized Claridge Debtors may elect to pursue any
supplemental proceedings to object to any ultimate Distribution to such Claim.
All of the objection, estimation, settlement and resolution procedures set forth
in the Plan are cumulative and not necessarily exclusive of one another. Claims
may be estimated and subsequently compromised, settled, withdrawn or resolved by
any mechanism approved by the Bankruptcy Court

         11.6 No Recourse to Reorganized Claridge Debtors. Notwithstanding that
the Allowed amount of any particular Disputed Claim is reconsidered under the
applicable provisions of the Bankruptcy Court and Bankruptcy Rules or is Allowed
in an amount for which there is insufficient Cash in the relevant account to
provide a recovery equal to that received by other holders of Allowed Claims in
the relevant Class, no Claim holder shall have recourse to the Debtors or the
Reorganized Claridge Debtors, their respective property or any of their
respective professionals, or their successors or assigns, or the holder of an
other Claim, or any of their respective property. However, nothing in the Plan
shall modify any right of a holder of a Claim under Section 502(j) of the
Bankruptcy Code. THUS, THE BANKRUPTCY COURT'S ENTRY OF AN ESTIMATION ORDER MAY
LIMIT THE DISTRIBUTION TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS, REGARDLESS OF
THE AMOUNT FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS.

         11.7 Application of Article 11 to Indenture Trustee and Noteholders'
Claims. The provisions of Section 11.5 and 11.6 shall not apply to the Claims of
the Noteholders or the Indenture Trustee for its fees and expenses provided for
in Section 2.5 of the Plan, or the claims of the Noteholders and the Indenture
Trustee, to the extent it is determined that they are entitled to claims in any
of Classes 4, 5 and 7.

                                       26

<PAGE>




                                   ARTICLE XII

                  CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE

         12.1 Condition Precedent to Confirmation Date.

         (a) the Bankruptcy Court has entered the Confirmation Order containing
findings, supported by evidence to be introduced by the Debtors at the
Confirmation Hearing, that the issuance of all Plan Securities and the execution
of any required indenture and security documents in respect thereto, shall have
been duly and validly authorized by all necessary corporation action; that the
lien, title or another interest in collateral created by such indenture and
instruments shall be valid and binding and enforceable against the Reorganized
Debtors, as the case may be, and such collateral shall be subject to no prior,
pari passu or subordinate encumbrances or claims except as provided for in such
documents; and all other documents required under the Plan are in form and
substance reasonably satisfactory to the Proponents;

         (b) the Debtors have been authorized to assume all leases and executory
contracts which they may seek to assume; and

         (c) the Debtors have received the consent of any governmental units
whose consent is required for confirmation;

         (d) the Bankruptcy Court shall have determined that all obligation of
the Debtors are discharged pursuant to Section 1141(d) of the Code, except to
the extent that such Claims and obligations are provided for in the Plan or
assumed by the Reorganized Claridge Debtors hereunder.

         12.2 Conditions to Effective Date. The following conditions must occur
and be satisfied on or before the Effective Date for this Plan to be effective
on the Effective Date:

         (a) Confirmation Order. The Confirmation Order, in form and substance
acceptable to the Debtors, shall have been signed by the Bankruptcy Court and
duly entered and shall have become a Final Order.

         (b) Regulatory Approval. The NJCCC shall have issued any necessary
approvals of this Plan and of the Exhibits hereto.

         (c) Timeliness. The Effective Date shall be not later than June 1,
2000.

         (d) New Notes Indenture. The New Notes Indenture shall have been
qualified under the Trust Indenture Act of 1939, as amended.

         (e) Waiver of Conditions. The Proponents shall have the right to waive
any of the foregoing conditions (a) to the Confirmation Date, or (b) to the
Effective Date. Notwithstanding the foregoing, the Debtors may not waive
conditions (b) and (d) to the Effective Date without the prior consent of the
Indenture Trustee. Without limiting the foregoing, the effective Date may occur
notwithstanding the pendency of an appeal of the Confirmation Order or any order
related thereto so long as there is no stay in effect. The Effective Date may
occur before the expiration of time to take an appeal to seek reconsideration of
the Confirmation Order without the giving of any notice to any objecting party.
In the event of any such appeal, the Proponents may seek the dismissal of such
appeal as moot as following the Effective Date of the Plan.

                                       27

<PAGE>





                                  ARTICLE XIII

               MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN

         13.1 Modification of Plan. The Debtors may alter, amend or modify this
Plan pursuant to section 1127 of the Bankruptcy Code at any time prior to the
time that the Bankruptcy Court has signed the Confirmation Order. After such
time and prior to the substantial consummation of this Plan, the Debtors may, so
long as the treatment of holders of Claims and Interests under this Plan is not
adversely affected, institute proceedings in Bankruptcy Court to remedy any
defect or omission or to reconcile any inconsistencies in this Plan, the
Disclosure Statement or the Confirmation Order and any other matters as may be
necessary to carry out the purposes and effects of this Plan; provided, however,
that prior notice of such proceedings shall be served in accordance with
Bankruptcy Rule 2002.

         13.2  Revocation or Withdrawal of Plan.

              (a) Right to Revoke. The Debtors reserve the right to revoke or
withdraw this Plan at any time prior to the Confirmation Date.

              (b) Effect of Withdrawal or Revocation. If the Debtors revoke or
withdraw this Plan prior to the Confirmation Date, then this Plan shall be
deemed null and void. In such event, nothing contained herein shall be deemed to
constitute a waiver or release of any Claims by or against the Debtors or any
other Person or to prejudice in any manner the rights of the Debtors or any
Person in any further proceedings involving the Debtors.

         13.3 Nonconsensual Confirmation. The Debtors shall request that the
Bankruptcy Court confirm this Plan pursuant to section 1129(b) of the Bankruptcy
Code with respect to Classes 3, 4, 5, 7, 9, 10, 11 and 13 on the basis that this
Plan is fair and equitable and does not discriminate unfairly with respect to
such Classes.
                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

         14.1 Bankruptcy Court to Retain Jurisdiction. The business and assets
of the Debtors shall remain subject to the jurisdiction of the Bankruptcy Court
until the Effective Date. From and after the Effective Date, the Bankruptcy
Court shall retain and have exclusive jurisdiction over the Reorganized
Corporation and the Chapter 11 Cases to the fullest extent permissible by law,
including, without limitation, for the purposes of determining all disputes and
other issues presented by or arising under this Plan, including, without
limitation, exclusive jurisdiction to (a) determine any and all disputes
relating to Claims and the allowance and amount thereof, (b) determine any and
all disputes among Creditors with respect to their Claims, (c) consider and
allow any and all applications for compensation for professional services
rendered and disbursements incurred in connection therewith, (d) determine any
and all applications, motions, adversary proceedings and contested or litigated
matters pending on the Effective Date and arising in or

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related to the Chapter 11 Cases or this Plan, (e) remedy any defect or omission
or reconcile any inconsistency in the Confirmation order, (f) enforce the
provisions of this Plan relating to the distributions to be made hereunder, (g)
issue such orders, consistent with section 1142 of the Bankruptcy Code, as may
be necessary to effectuate the consummation and full and complete implementation
of this Plan, (h) enforce and interpret any provisions of this Plan, (i)
determine such other matters as may be set forth in the Confirmation Order or
that may arise in connection with the implementation of this Plan, and (j)
determine the final amounts allowable as compensation or reimbursement of
expenses pursuant to section 503(b) of the Bankruptcy Code.

         14.2 Binding Effect of this Plan. The provisions of this Plan shall be
binding upon and inure to the benefit of the Debtors, the Reorganized Claridge
Debtors, any holder of a Claim or Interest, their respective predecessors,
successors, assigns, agents, officers and directors and any other Person
affected by this Plan whether or not such Person or Holder of a Claim or
Interest has accepted the Plan.

         14.3 Retiree Benefits. Except as otherwise provided in the Plan, any
obligations of the Debtors to any Person for the purpose of providing or
reimbursing payments for retired employees and their spouses and dependents for
medical, surgical, or hospital care benefits, or benefits in the event of
sickness, accident, disability, or death under any plan, fund or program
(through the purchase of insurance or otherwise) maintained or established in
whole or in part by the Debtors prior to the Petition Date, if any, shall be
continued by the Reorganized Claridge Debtors.

         14.4 The Debtors' Causes of Action. Pursuant to section 1123(b)(3) of
the Bankruptcy Code, the Reorganized Corporation and Reorganized CPPI shall
retain, with the exclusive right to enforce in their sole discretion, any and
all rights and causes of action of any of the Debtors, including all rights and
causes of action which may exist under sections 510, 544 through 550 and 553 of
the Bankruptcy Code or under similar state laws, if any, and all other rights
and causes of action of a trustee and debtor-in-possession under the Bankruptcy
Code (except for claims or rights which must under tax law be enforced by the
tax matters partner of ACBA). Any Debtor Action Claims of ACBA will be
transferred to the Reorganized CPPI under the Plan and the Reorganized CPPI
shall have the exclusive right to prosecute and settle any such claims.
Notwithstanding the foregoing, on the Effective Date, the Reorganized Claridge
Debtors and ACBA shall each release any claim they and their respective debtor
Estates may have against any of the officers and directors of the Claridge
Debtors and/or against the general partners of ACBA, including any claims for
indemnity or contribution.

         14.5 Setoffs. Except as otherwise provided in the Plan with respect to
Intercompany Claims, the Debtors may, but shall not be required to, set off
against any Claim and the distributions to be made pursuant to this Plan in
respect of such Claim, any claims of any nature whatsoever which the Debtors may
have against the Holder of such Claim, but neither the failure to do so nor the
allowance of any Claim hereunder shall constitute a waiver or release of any
such Claim the Debtors may have against such Holder.

         14.6 Captions. Article and Section captions used in this Plan are for
convenience only and will not affect the construction of this Plan.



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<PAGE>

         14.7 Method of Notice. All notices required to be given under this
Plan, if any, shall be in writing and shall be sent by first class mail, postage
prepaid, or by overnight courier:

                                       If to the Claridge Debtors to:
                                       The Claridge Hotel and Casino Corporation
                                       Indiana Avenue and the Boardwalk
                                       Atlantic City, New Jersey 08401
                                       Attn.: Frank A. Bellis, Jr.

                                       with copies to:

                                       Clifford Chance Rogers & Wells LLP
                                       200 Park Avenue
                                       New York, New York 1016
                                       Attn.: Dennis J. Drebsky, Esq.

                                       If to ACBA to:

                                       c/o AC Boardwalk Partners, Inc.
                                       2880 West Meade Avenue
                                       Suite 204
                                       Las Vegas, NV  89102
                                       Attn: Anthony Atchley, President

                                       with copies to:

                                       Lowenstein Sandler PC
                                       65 Livingston Avenue
                                       Roseland, New Jersey 07068
                                       Attn: William S. Katchen, Esq.

Any of the above may, from time to time, change its address for future notices
and other communications hereunder by filing a notice of the change of address
with the Bankruptcy Court. Any and all notices given under this Plan shall be
effective when received.

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<PAGE>




         14.8 Dissolution of any Committee. On the Effective Date, any Committee
shall cease to exist and its members and employees or agents (including, without
limitation, attorneys, investment bankers, financial advisors, accountants and
other Professionals) shall be released and discharged from all further
authority, duties, responsibilities and obligations relating to and arising from
and in connection with the Chapter 11 Cases.

         14.9 Governing Law. Except to the extent that the Bankruptcy Code, the
Bankruptcy Rules or other federal laws are applicable, the laws of the State of
New Jersey shall govern the construction and implementation of, this Plan and
all rights and obligations arising under this Plan.

         14.10 Time. Unless otherwise specified herein, in computing any period
of time prescribed or allowed by this Plan, the day of the act or event from
which the designated period begins to run shall not be included. The last day of
the period so computed shall be included, unless it is not a Business Day, in
which event the period runs until the end of the next succeeding day which is a
Business Day.

         14.11 Section 1146 Exemption. Pursuant to section 1146(c) of the
Bankruptcy Code, the issuance, transfer or exchange of any security under this
Plan, or the execution, delivery or recording of an instrument of transfer
pursuant to, in implementation of, or as contemplated by this Plan, or the
revesting, transfer or sale of any real property of the Debtors pursuant to, in
implementation of or as contemplated by this Plan shall not be taxed under any
state or local law imposing a stamp tax, transfer tax or similar tax or fee.
Consistent with the foregoing, each recorder of deeds or similar official for
any county, city or governmental unit in which any instrument hereunder is to be
recorded shall, pursuant to the Confirmation Order, be ordered and directed to
accept such instrument, without requiring the payment of any documentary stamp
tax, deed stamps, stamp tax, transfer tax, intangible tax or similar tax.

         14.12 Severability. In the event that any provision of this Plan is
determined to be unenforceable, such determination shall not limit or affect the
enforceability and operative effect of any other provisions of this Plan. To the
extent that any provision of this Plan would, by its inclusion in this Plan,
prevent or preclude the Bankruptcy Court from entering the Confirmation Order,
the Bankruptcy Court, on the request of the Debtor, may modify or amend such
provision, in whole or in part as necessary to cure any defect or remove any
impediment to the confirmation of this Plan existing by reason of such
provision; provided, however, that such modification shall not be effected
except in compliance with Section 14.01 of this Plan.

         14.13 Subordination Rights. The classification and treatment of all
Claims and Interests under the Plan shall be in full settlement and satisfaction
of any contractual, legal and equitable subordination rights, whether arising
under general principles of equitable subordination, section 510(c) of the
Bankruptcy Code or otherwise, that a Holder of a Claim or Interest may have
against other Claim Holders with respect to any distribution made pursuant to
the Plan

         14.14 Satisfaction of Actions Taken. Entry of the Confirmation Order
shall ratify all transactions effected by the Debtors from and including the
Filing Date through the Confirmation Date. After entry of the Confirmation
Order, all Creditors and Interest Holders shall be enjoined and restrained from
commencing or continuing any action or proceeding arising out of or related to
the consummation of the transactions contemplated by the Plan.



                                       31

<PAGE>

         14.15 Registration and Listing of New Notes and New Common Stock. After
the Effective Date, the Reorganized Debtors will use their reasonable good faith
best efforts to register the New Notes and New Common Stock in accordance with
applicable law and to cause such securities to be listed on a national exchange;
however, such securities shall be issued under this Plan in reliance on the
exemption from registration provided in Section 1145 of the Bankruptcy Code,
subject to the approval of the NJCC.

         14.16 No Multiple Satisfactions. Any Person that holds a Claim against
more than one Debtor that arises from the same right to payment or equitable
remedy that gives rise to a right to payment, such as a Holder of a Claim for a
loan given to one Debtor, which loan is guaranteed by another Debtor, shall only
receive a distribution as if the Person was the Holder of a Claim against one
Debtor. Such distribution shall be deemed to be in full satisfaction of the
Person's Claims against all Debtors.

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<PAGE>




         14.17 Plan Controls. In the event and to the extent that any provision
of this Plan is inconsistent with the provisions of the Disclosure Statement, or
any other instrument or agreement contemplated to be executed pursuant to this
Plan, the provisions of this Plan shall control and take precedence.

Dated:   Camden, New Jersey
         May __, 2000
                                             Respectfully submitted,

                                             THE CLARIDGE HOTEL AND
                                                CASINO CORPORATION

                                             By:_______________________________
                                                  Frank A. Bellis, Jr.
                                                  President and Chief Executive
                                                  Officer

                                             THE CLARIDGE AT PARK PLACE,
                                                INCORPORATED

                                             By:_______________________________
                                                  Frank A. Bellis, Jr.
                                                  Chief Executive Officer

                                             ATLANTIC CITY BOARDWALK
                                                ASSOCIATES, L.P.

                                             By:  AC Boardwalk Partners, Inc.

                                             By:_______________________________
                                                  Name:  Anthony Atchley
                                                  Title: President







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<PAGE>




CLIFFORD CHANCE ROGERS & WELLS LLP
Co-counsel for Claridge Debtors
200 Park Avenue
New York, New York  10166
(212) 878-8000


By:__________________________________
   Dennis J. Drebsky
   A Member of the Firm
         - and

ARCHER & GREINER, P.C.
Co-counsel for Claridge Debtors
One Centennial Square
Haddonfield, NJ 08033
(856) 795-2121

By:__________________________________
   John Fiorella
   A Member of the Firm

LOWENSTEIN SANDLER PC
Counsel to ACBA
65 Livingston Avenue
Roseland, NJ 07068
(973) 597-2500

By:__________________________________
   Alan Wovsaniker
   A Member of the Firm



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