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                           THIRD AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                  TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.





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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.  DEFINITIONS......................................................2
      Section 1.1.  Definitions..............................................2
      Section 1.2.  Accounting Terms and Determinations.....................17

ARTICLE II. CONTINUATION OF PARTNERSHIP; BUSINESS OF PARTNERSHIP............17
      Section 2.1.  Continuation............................................17
      Section 2.2.  Name....................................................17
      Section 2.3.  Character of the Business...............................18
      Section 2.4.  Location of Principal Place of Business.................18
      Section 2.5.  Registered Agent and Registered Office..................18

ARTICLE III. TERM...........................................................18
      Section 3.1.  Commencement............................................18
      Section 3.2.  Termination.............................................18

ARTICLE IV. CAPITAL CONTRIBUTIONS...........................................19
      Section 4.1.  Capital Contributions; Partnership Interests and
                        Percentage Interests of the Partners................19
      Section 4.2.  Issuance of Additional Partnership Interests and
                        Shares..............................................20
      Section 4.3.  Adjustment of Partnership Interests.....................22
      Section 4.4.  No Interest on or Return of Capital Contribution........22
      Section 4.5.  Adjustment for Castle Acquisition.......................22

ARTICLE V. ALLOCATIONS AND OTHER TAX AND ACCOUNTING MATTERS.................23
      Section 5.1.  Allocations of Net Income and Net Loss..................23
      Section 5.2.  Special Allocations.....................................23
      Section 5.3.  Tax Allocations.........................................25
      Section 5.4.  Books of Account........................................28
      Section 5.5.  Tax Matters Partner.....................................28
      Section 5.6.  Tax Elections and Returns...............................29
      Section 5.7.  Tax Certifications......................................30

ARTICLE VI. DISTRIBUTIONS...................................................30
      Section 6.1.  General.................................................30
      Section 6.2.  Distributions for Taxes.................................30
      Section 6.3.  Other Distributions.....................................32
      Section 6.4.  Withholding Payments Required By Law....................32
      Section 6.5.  Non-Recourse............................................33

ARTICLE VII. RIGHTS, DUTIES AND RESTRICTIONS OF THE GENERAL PARTNER.........33
      Section 7.1.  Powers and Duties of General Partner....................33
      Section 7.2.  Major Decisions.........................................36
      Section 7.3.  Reimbursement of the General Partner....................36


<PAGE>

      Section 7.4.  Outside Activities of the General Partner...............37
      Section 7.5.  Contracts with Affiliates...............................37
      Section 7.6.  Title to Partnership Assets.............................38
      Section 7.7.  Reliance by Third Parties...............................38
      Section 7.8.  Liability of the General Partner........................39
      Section 7.9.  Officers of the Partnership.............................39
      Section 7.10. Covenants of THCR Regarding the Issuance of New
                        Securities..........................................39
      Section 7.11. Other Matters Concerning the General Partner............40

ARTICLE VIII.  DISSOLUTION, LIQUIDATION AND WINDING-UP......................41
      Section 8.1.  Accounting..............................................41
      Section 8.2.  Distribution on Dissolution.............................41
      Section 8.3.  Timing Requirements.....................................41
      Section 8.4.  Documentation of Liquidation............................42
      Section 8.5.  Dissolution.............................................42
      Section 8.6.  Continuation of the Partnership.........................43

ARTICLE IX. TRANSFER AND REDEMPTION OF PARTNERSHIP INTERESTS; CERTAIN
              CONSENT RIGHTS................................................43
      Section 9.1.  General Partner Transfer................................43
      Section 9.2.  Transfers by Limited Partners...........................44
      Section 9.3.  Certain Additional Restrictions on Transfer.............47
      Section 9.4.  Effective Dates of Transfers............................47
      Section 9.5.  Transfer................................................48
      Section 9.6.  Redemption of Partnership Interest......................49
      Section 9.7.  Certain Consent Rights..................................49

ARTICLE X. RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS...................49
      Section 10.1.  No Participation in Management.........................49
      Section 10.2.  Bankruptcy of a Limited Partner........................50
      Section 10.3.  No Withdrawal..........................................50
      Section 10.4.  Conflicts..............................................50
      Section 10.5.  Provision of Information...............................51
      Section 10.6.  Limited Partner Representative.........................52
      Section 10.7.  Power of Attorney......................................52

ARTICLE XI. INDEMNIFICATION; EXCULPATION....................................54
      Section 11.1.  Indemnification........................................54
      Section 11.2.  Indemnification Procedures.............................55
      Section 11.3.  Exculpation............................................56
      Section 11.4.  No Liability of Directors and Others...................56

ARTICLE XII. RIGHTS UNDER THE EXCHANGE RIGHTS AGREEMENT.....................57
      Section 12.1.  Transfer Pursuant to Exchange Rights Agreement.........57
      Section 12.2.  Subject to the Exchange Rights Agreement...............57

ARTICLE XIII. AMENDMENT OF PARTNERSHIP AGREEMENT, MEETINGS..................57
      Section 13.1.  Amendments.............................................57
      Section 13.2.  Meetings of the Partners; Notices to Partners..........59



                                      (ii)
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ARTICLE XIV. CERTIFICATE OF INTEREST........................................60
      Section 14.1.  Form of Certificate of Interest........................60
      Section 14.2.  Transfers of Certificates of Interest..................60
      Section 14.3.  Lost, Stolen, Destroyed or Mutilated Certificates
                        of Interest.........................................61
      Section 14.4.  Inspection of Certificate Transfer Ledger..............61

ARTICLE XV. REGULATORY REQUIREMENTS.........................................61
      Section 15.1.  Applicable Regulatory Authority and CCC Regulation.....61
      Section 15.2.  Additional Applicable Regulatory Authority
                        Regulation..........................................62
      Section 15.3.  Disqualified Holders...................................62

ARTICLE XVI. GENERAL PROVISIONS.............................................63
      Section 16.1.  Notices................................................63
      Section 16.2.  Controlling Law........................................64
      Section 16.3.  No Third Party Beneficiaries...........................64
      Section 16.4.  Execution in Counterparts..............................64
      Section 16.5.  Provisions Separable...................................64
      Section 16.6.  Entire Agreement.......................................64
      Section 16.7.  Paragraph Headings.....................................65
      Section 16.8.  Gender, Etc............................................65
      Section 16.9.  Number of Days.........................................65
      Section 16.10. Partners Not Agents....................................65
      Section 16.11. Assurances.............................................65
      Section 16.12. Successors and Assigns.................................65
      Section 16.13. Waiver.................................................65


                                    Schedules

SCHEDULE I   --  Aggregate Capital Contributions 
SCHEDULE II  --  Capital Contributions Prior to April 17, 1996 
SCHEDULE III --  Capital Contributions in connection with the Taj Mahal Merger
                 Transaction
SCHEDULE IV  --  Capital Contributions in connection with the Castle Acquisition


                                    Exhibits

EXHIBIT A    --  Form of Second Amended and Restated Exchange and Registration 
                 Rights Agreement


                                     (iii)
<PAGE>

     THE LIMITED PARTNERSHIP INTERESTS REFERRED TO IN THIS AGREEMENT HAVE NOT
     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
     SECURITIES LAWS. REFERENCE IS MADE TO ARTICLE IX OF THIS AGREEMENT FOR
     PROVISIONS RELATING TO VARIOUS RESTRICTIONS ON THE SALE OR OTHER TRANSFER
     OF THESE INTERESTS.

                           THIRD AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                  TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.

          THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is
made and entered into this 7th day of October, 1996, by and among Trump Hotels &
Casino Resorts, Inc., a Delaware corporation ("THCR"), Donald J. Trump ("Trump"
or the "Initial Limited Partner"), THCR/LP Corporation, a New Jersey corporation
("THCR/LP"), Trump Casinos, Inc., a New Jersey corporation ("TCI"), Trump
Casinos II, Inc., a Delaware Corporation, formerly known as TC/GP, Inc.
("TCI-II"), and the Persons who may become party hereto from time to time
pursuant to the terms of this Agreement.

                              W I T N E S S E T H:

          WHEREAS, THCR and Trump formed the Partnership on March 28, 1995 by
the filing of a Certificate of Limited Partnership with the Secretary of State
of the State of Delaware;

          WHEREAS, THCR and Trump entered into an Amended and Restated Agreement
of Limited Partnership on June 12, 1995;

          WHEREAS, in connection with the acquisition by the Partnership of
Trump Taj Mahal Associates ("Taj Associates") and the other transactions related
thereto (the "Taj Mahal Merger Transaction"), THCR, Trump, THCR/LP and TCI
entered into a Second Amended and Restated Agreement of Limited Partnership,
dated as of April 17, 1996, which provided for the capital contributions as set
forth on Schedule III hereto and the admission of THCR/LP and TCI as Limited
Partners of the Partnership;

          WHEREAS, effective as of the date hereof, the General Partner and
Trump desire to cause certain capital contributions to the Partnership, as set
forth on Schedule IV hereto, in connection with the acquisition (the "Castle
Acquisition") by the Partnership of the equity interests of Trump's Castle
Associates, L.P., a New Jersey limited partnership ("Castle Associates");


<PAGE>

          WHEREAS, in exchange for its capital contribution as set forth in
Schedule IV, effective as of the date hereof, TCI-II is being admitted to the
Partnership as a Limited Partner; and

          WHEREAS, the parties hereto desire to continue the Partnership as a
limited partnership under the Delaware Revised Uniform Limited Partnership Act
in accordance with the provisions of this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

          Section 1.1. Definitions. Except as otherwise herein expressly
provided, the following terms and phrases shall have the meanings as set forth
below:

               "Accountants" shall mean the national firm or firms of
independent certified public accountants selected by the General Partner on
behalf of the Partnership to audit the books and records of the Partnership and
to prepare statements and reports in connection therewith, which initially shall
be Arthur Andersen LLP.

               "Act" shall mean the Delaware Revised Uniform Limited Partnership
Act, as the same may hereafter be amended from time to time.

               "Action" shall mean any and all claims, demands, actions, suits
or proceedings, civil, criminal, administrative or investigative, that give rise
to a claim for indemnification pursuant to Article XI hereof.

               "Additional Distributions" shall mean distributions by the
Partnership pursuant to Section 6.3 hereof.

               "Additional Partnership Interests" shall have the meaning set
forth in Section 4.2(a).

               "Adjusted Capital Account Deficit" shall mean, with respect to
any Limited Partner, the deficit balance, if any, in such Partner's Capital
Account as of the end of any relevant fiscal year and after giving effect to the
following adjustments:

                    (a) credit to such Capital Account any amounts which such
Partner is obligated or treated as obligated 


                                   -2-
<PAGE>

to restore with respect to any deficit balance in such Capital Account pursuant
to Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is deemed to be obligated
to restore with respect to any deficit balance pursuant to the penultimate
sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

                    (b) debit to such Capital Account the items described in
Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the requirements of the alternate test for economic effect contained
in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith.

               "Adjustment Date" shall have the meaning set forth in Section 4.3
hereof.

               "Affiliate" shall mean, with respect to any specified Person, any
other Person directly or indirectly controlling, controlled by, or under common
control with, such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise.

               "Agreement" shall mean this Third Amended and Restated Agreement
of Limited Partnership, as originally executed and as amended, modified,
supplemented or restated from time to time, as the context requires.

               "Applicable Regulatory Authority" shall mean any governmental or
quasi-governmental authority with applicable jurisdiction over the business,
affairs, securities, or properties of the Partnership or any of its
Subsidiaries, including, without limitation, the CCC, the IGC, and the MGC.

               "Audited Financial Statements" shall mean financial statements
(balance sheet, statement of income, statement of partners' equity and statement
of cash flows) prepared in accordance with GAAP and accompanied by an
independent auditor's report containing an opinion thereon.

               "Bankruptcy" shall mean, with respect to any Person, (i) the
commencement by such Person of any petition, case or proceeding seeking relief
under any provision or chapter of the federal bankruptcy code or any other
federal or state law relating to insolvency, bankruptcy or reorganization, (ii)
an adjudication that such Person is insolvent or bankrupt, (iii) the entry of an
order for relief under the federal bankruptcy code with respect to such Person,
(iv) the filing of any such petition 


                                      -3-
<PAGE>

or the commencement of any such case or proceeding against such Person, unless
such petition and the case or proceeding initiated thereby are dismissed within
ninety (90) days from the date of such filing or (v) the filing of an answer by
such Person admitting the allegations of any such petition.

               "Beneficial Owner" shall mean any Person who, singly or together
with any of such Person's Affiliates, directly or indirectly, has "beneficial
ownership" of Partnership Interests (as determined pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended).

               "Business Day" shall mean any day that is not a Saturday, Sunday
or a day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.

               "Capital Account" shall mean, with respect to any Partner, the
separate "book" account which the Partnership shall establish and maintain for
such Partner in accordance with Section 704(b) of the Code and the Regulations
promulgated thereunder. In the event that a Partnership Interest is transferred
in accordance with the terms of this Agreement, the Capital Account, at the time
of the transfer, of the transferor attributable to the transferred interest
shall carry over to the transferee.

               "Capital Contribution" shall mean, with respect to any Partner,
the amount of money and the initial Gross Asset Value of any Contributed
Property (net of liabilities to which such property is subject) set forth on
Schedule I, as such exhibit will be amended by the General Partner from time to
time to reflect the amount of money and the Gross Asset Value of any Contributed
Property received by the Partnership pursuant to any additional Capital
Contribution or deemed contributed pursuant to Sections 4.2 or 7.10.

               "Casino Control Act" shall mean the New Jersey Casino Control
Act, N.J.S.A. 5:12-1 et seq.

               "Castle Acquisition" shall have the meaning set forth in the
Recitals to this Agreement.

               "Castle Acquisition Agreement" shall mean the Agreement, dated as
of June 24, 1996, by and among THCR, the Partnership, TCI-II, TCHI and Trump, as
amended as of August 27, 1996.

               "Castle Associates" shall have the meaning set forth in the
Recitals to this Agreement.

               "CCC" shall mean the New Jersey Casino Control Commission and any
successor agency.



                                      -4-
<PAGE>

               "Certificate" shall mean the Certificate of Limited Partnership
establishing the Partnership, as filed with the office of the Delaware Secretary
of State on March 28, 1995, as it may be amended from time to time in accordance
with the terms of this Agreement and the Act.

               "Class B Stock" shall mean Class B Common Stock, par value $.01
per share, of THCR, and any class of securities into which the Class B Stock has
been converted, other than Common Stock.

               "Code" shall mean the Internal Revenue Code of 1986, as amended
and in effect from time to time, as interpreted by the applicable regulations
thereunder. Any reference herein to a specific section or sections of the Code
shall be deemed to include a reference to any corresponding provision of future
law.

               "Common Stock" shall mean the common stock, par value $.01 per
share, of THCR, other than the Class B Stock.

               "Consent of the Limited Partners" shall mean the written consent
of a Majority-In-Interest of the Limited Partners given in accordance with
Section 13.2 hereof, which consent shall be obtained prior to the taking of any
action for which it is required by this Agreement and may be given or withheld
by a Majority-In-Interest of the Limited Partners, unless otherwise expressly
provided herein, in their sole and absolute discretion.

               "Contributed Property" shall mean any property or asset, in such
form as may be permitted by the Act, but excluding cash, contributed or deemed
contributed to the Partnership with respect to the Partnership Interest held by
each Partner.

               "Current Market Price" shall mean, with respect to any security
on any Valuation Date specified herein, the arithmetic mean over a period of
twenty consecutive trading days ending the second trading day prior to such date
(a) if the security is listed or admitted to trading on any national securities
exchange, of the high and low sale price of the security or if no such sale
takes place on such date, the average of the highest closing bid and lowest
closing asked prices thereof on such date, in each case as officially reported
on all national securities exchanges on which the security is then listed or
admitted to trading, (b) if the security is not then listed or admitted to
trading on any national securities exchange, the highest closing price thereof
on such date in the over-the-counter market as shown by the NASDAQ National
Market System, or (c) if the security is not then quoted in such system, as
published by the National Quotation Bureau, Incorporated or any similar
successor organization, and in any case as reported by any member firm of the
New York Stock Exchange selected by the General Partner. If the security is not
then listed or admitted to trading on any national securities exchange and if no
closing bid and ask prices therefor are then quoted or published in the


                                      -5-
<PAGE>

over-the-counter market, "Current Market Price" shall mean the value of the
security as of a date which is 15 days preceding the date as of which the
determination is to be made, as determined in good faith by an investment
banking firm of national reputation (which firm may have provided other services
to the General Partner or the Partnership) selected by the Board of Directors of
the General Partner, and, in connection with a Capital Contribution by the
Initial Limited Partner or his Permitted Holders, which selection shall be
approved by a majority of the Special Committee. Notwithstanding the foregoing,
if a determination of Current Market Price is being made in connection with an
arms length underwritten public offering, such value shall be the public
offering price of the Common Stock in such offering.

               "Damages" shall have the meaning set forth in Section 11.1(a)
hereof.

               "Deemed Partnership Interest Value" as of any date, shall mean
with respect to a Partner, the Deemed Value of the Partnership (as of the day
preceding such date) multiplied by such Partner's Percentage Interest (expressed
as a decimal carried to four places, e.g., .1234 or 12.34%).

               "Deemed Value of the Partnership" shall mean, as of the Valuation
Date, (a) the sum of (i) the product of (A) the Current Market Price per share
of Common Stock, (B) the number of shares of outstanding Common Stock, and (C) a
fraction, the numerator of which is one, and the denominator of which is the
Percentage Interest (expressed as a decimal) of the General Partner, (ii) the
aggregate Fair Market Value of the outstanding capital stock of THCR, other than
the Common Stock or the Class B Stock, and (iii) the Fair Market Value of the
outstanding Indebtedness of THCR appearing on the balance sheet of THCR,
prepared in accordance with GAAP, as of the Valuation Date, which Indebtedness
(the "Included Indebtedness") shall exclude (A) the Indebtedness of the
Partnership and its consolidated and combined Subsidiaries, appearing on the
balance sheet of the Partnership and its consolidated and combined Subsidiaries,
prepared in accordance with GAAP as of the Valuation Date, and (B) any other
Indebtedness appearing on the balance sheet of THCR, prepared in accordance with
GAAP, as of the Valuation Date, the proceeds of which were not used to purchase
additional Partnership Interests, reduced by (b) the amount, if any, by which
the consolidated net worth of the General Partner exceeds its pro rata share of
the consolidated net worth of the Partnership; provided, however, that if the
General Partner shall have material amounts of liabilities (other than Included
Indebtedness) or material assets other than cash and Partnership Interests, the
General Partner may seek the advice of an investment banking firm of national
reputation as to the appropriate modification of the Deemed Value of the
Partnership formula set forth herein to take into account such liabilities or
assets.


                                      -6-
<PAGE>

               "Depreciation" shall mean, with respect to any asset of the
Partnership for any fiscal year or other period, the depreciation or
amortization, as the case may be, allowed or allowable for federal income tax
purposes in respect of such asset for such fiscal year or other period;
provided, however, that if there is a difference between the Gross Asset Value
and the adjusted tax basis of such asset, Depreciation shall mean "book
depreciation, depletion or amortization" as determined under Section
1.704-1(b)(2)(iv)(g)(3) of the Regulations.

               "Disabling Event" shall have the meaning set forth in Section 8.6
hereof.

               "Disqualified Holder" shall mean any Beneficial Owner of
Partnership Interests or Equity Interests of the General Partner, the
Partnership or any of its Subsidiaries (a) who is found to be disqualified by
any Applicable Regulatory Authority, or (b) whose holding of such Partnership
Interests or Equity Interests may result or, when taken together with the
holding of such Partnership Interests or Equity Interests by any other
Beneficial Owner, may result, in the judgment of the General Partner, in the
inability to obtain, loss or non-reinstatement of any license or franchise from
any Applicable Regulatory Authority sought or held by the Partnership or any
Subsidiary to conduct any portion of the business of the Partnership or any
Subsidiary, which license or franchise is conditioned upon some or all of the
holders of Partnership Interests and such Equity Interests meeting certain
criteria.

               "Entity" shall mean any general partnership, limited partnership,
limited liability company, corporation, joint venture, trust, business trust,
real estate investment trust, association or other entity.

               "Equity Interest" of any Person shall mean any shares, interests,
participations or other equivalents (however designated) of such Person in
equity.

               "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time (or any corresponding provisions of
succeeding laws).

               "Exchange Rights Agreement" shall mean the Second Amended and
Restated Exchange and Registration Rights Agreement, dated as of October 7,
1996, substantially in the form of Exhibit A hereto, entered into by and among
Trump, TCI, TCI-II and THCR, providing certain rights to exchange Limited
Partnership Interests for Common Stock on the terms and conditions set forth
therein, as the same may be amended from time to time in accordance with the
terms thereof.

               "Executive Agreement" shall mean the Trump Executive Agreement,
by and among Trump, THCR and the 


                                      -7-
<PAGE>

Partnership, dated as of June 12, 1995, as the same may be amended from time to
time in accordance with the terms thereof.

               "Fair Market Value" shall mean (i) in the case of any security,
its Current Market Price and (ii) in the case of any property or Indebtedness
that is not a security, the fair market value of such property or Indebtedness
as determined in good faith by a majority of the Board of Directors of the
General Partner and, in connection with a Capital Contribution by the Initial
Limited Partner or his Permitted Holders, by a majority of the Special
Committee.

               "Foreclosure Sale" shall mean any judicial sale or any sale of
collateral conducted by a pledgee in exercising its rights under the Uniform
Commercial Code.

               "General Partner" shall mean THCR, its duly admitted successors
and assigns and any other Person who is a general partner of the Partnership at
the time of reference thereto.

               "General Partner Expenses" shall mean all organization,
formation, administrative and operating costs and expenses of the General
Partner, including, but not limited to, (a) salaries paid to officers of the
General Partner, and insurance, accounting, legal, and other professional fees
and expenses incurred by the General Partner, (b) costs and expenses relating to
the organization, formation and continuity of existence of the Partnership and
the General Partner, including franchise taxes, fees and assessments associated
therewith, any and all costs, expenses or fees payable or reimbursable to, or in
respect of, any director or officer of the General Partner, (c) costs and
expenses relating to any offer or registration of securities by the General
Partner or the Partnership and all statements, reports, fees and expenses
incidental thereto, including Issuance Costs applicable to any such offer of
securities, (d) costs and expenses associated with compliance by the General
Partner with laws, rules and regulations promulgated by any Applicable
Regulatory Authority, including the SEC, and (e) any costs and expenses incurred
in connection with any matter for which the General Partner may seek
indemnification from the Partnership pursuant to the provisions of this
Agreement; provided, however, that "General Partner Expenses" shall not include,
(i) any taxes taken into account in calculating Tax Amounts, and (ii) any
administrative and operating costs and expenses of the General Partner to the
extent arising out of any Outside Business Activities.

               "Gross Asset Value" shall mean, with respect to any asset of the
Partnership, such asset's adjusted basis for federal income tax purposes, except
as follows:

                    (a) the initial Gross Asset Value of any asset contributed
     by a Partner to the Partnership shall be 


                                      -8-
<PAGE>

                         (i) in the case of any asset described on attached 
          Schedule I, the gross fair market value ascribed thereto on such
          Schedule and (ii) in the case of any other asset hereafter contributed
          by a Partner, the gross Fair Market Value of such asset at the time of
          its contribution, which determination, in the case of the Initial
          Limited Partner and his Permitted Holders, shall be made by a majority
          of the Special Committee;

                    (b) the Gross Asset Values of all Partnership assets shall
     be adjusted to equal their respective gross Fair Market Values:

                         (i) immediately prior to a Capital Contribution (other 

          than a de minimis Capital Contribution) to the Partnership by a new or
          existing Partner as consideration for a Partnership Interest;

                         (ii) immediately prior to the distribution by the
          Partnership to a Partner of more than a de minimis amount of
          Partnership property as consideration for the redemption of a
          Partnership Interest;

                         (iii) immediately prior to the liquidation of the 
          Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the
          Regulations; and

                         (iv) upon any other event as to which the General
          Partner reasonably determines that an adjustment is necessary or
          appropriate to reflect the relative economic interests of the
          Partners;

                    (c) the Gross Asset Values of Partnership assets distributed
     to any Partner shall be the gross Fair Market Values of such assets as of
     the date of distribution; and

                    (d) the Gross Asset Values of Partnership assets shall be
     increased (or decreased) to reflect any adjustments to the adjusted basis
     of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only
     to the extent that such adjustments are taken into account in determining
     Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the
     Regulations; provided, however, that Gross Asset Values shall not be
     adjusted pursuant to this paragraph to the extent that the General Partner
     reasonably determines that an adjustment pursuant to paragraph (b) above is
     necessary or appropriate in connection with a transaction that would
     otherwise result in an adjustment pursuant to this paragraph (d).

At all times, Gross Asset Values shall be adjusted by any Depreciation taken
into account with respect to the Partnership's 


                                      -9-
<PAGE>

assets for purposes of computing Net Income and Net Loss. Any adjustment to the
Gross Asset Values of Partnership property shall require an adjustment to the
Partners' Capital Accounts; as for the manner in which such adjustments are
allocated to the Capital Accounts, see clause (c) of the definition of Net
Income and Net Loss in the case of adjustment by Depreciation, and clause (d) of
said definition in all other cases.

               "IGC" shall mean the Indiana Gaming Commission and any successor
agency.

               "Indebtedness" shall mean any obligation, whether or not
contingent, (i) in respect of borrowed money or evidenced by bonds, notes,
debentures or similar instruments, (ii) representing the balance deferred and
unpaid of the purchase price of any property (including pursuant to capital
leases), except any such balance that constitutes an accrued expense or a trade
payable, if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet prepared on a consolidated basis in accordance
with GAAP, (iii) to the extent not otherwise included, obligations under
interest rate exchange, currency exchange, swaps, futures or similar agreements,
and (iv) guaranties (other than endorsements for collection or deposit in the
ordinary course of business), direct or indirect, in any manner (including,
without limitation, reimbursement agreements in respect of letters of credit),
of all or any part of any Indebtedness of any third party.

               "Indemnitee" shall mean any Person made or threatened to be made
a party to a proceeding by reason of its status as a Partner or a trustee,
director, officer, employee, agent, stockholder or Liquidating Trustee of the
Partnership, a Partner or an Affiliate of a Partner.

               "Indiana Riverboat" shall mean a riverboat or dockside gaming
facility and the ancillary structures and other facilities used in connection
with the operation thereof located in Buffington Harbor, Indiana.

               "Indiana Riverboat Act" shall mean the Indiana Riverboat Gambling
Act, Ind. Code ss. 4-33-1-1 et seq.

               "Initial Limited Partner" shall have the meaning set forth in the
Preamble to this Agreement.

               "Issuance Costs" shall mean the underwriter's discount, placement
fees, commissions or other expenses relating to the issuance of New Securities
by the General Partner.

               "Lien" shall mean any liens, security interests, mortgages, deeds
of trust, pledges, options, escrows, collateral assignments, rights of first
offer or first refusal, preemptive rights and any other similar encumbrances of
any nature whatsoever.

                                      -10-
<PAGE>

               "Limited Partner Representative" shall have the meaning set forth
in Section 10.6 hereof.

               "Limited Partners" shall mean the Initial Limited Partner, those
Persons listed under the heading "Limited Partners" on the signature page hereto
in their respective capacities as limited partners of the Partnership, their
permitted successors or assigns as limited partners hereof, and any Person who,
at the time of reference thereto, is a limited partner of the Partnership.

               "Liquidating Trustee" shall mean such individual or Entity which
is selected as the Liquidating Trustee hereunder by the General Partner, which
individual or Entity may include the General Partner or an Affiliate of the
General Partner; provided that, such Liquidating Trustee agrees in writing to be
bound by the terms of this Agreement. The Liquidating Trustee shall be empowered
to give and receive notices, reports and payments in connection with the
dissolution, liquidation and/or winding up of the Partnership and shall hold and
exercise such other rights and powers granted to the General Partner herein or
under the Act as are necessary or required to conduct the winding-up and
liquidation of the Partnership's affairs and to authorize all parties to deal
with the Liquidating Trustee in connection with the dissolution, liquidation
and/or winding-up of the Partnership.

               "Major Decisions" shall have the meaning set forth in Section 7.2
hereof.

               "Majority-In-Interest of the Limited Partners" shall mean Limited
Partner(s) (excluding the General Partner to the extent it Beneficially Owns any
limited Partnership Interest) who hold in the aggregate more than fifty (50)
percent of the Percentage Interests then allocable to and held by the Limited
Partners (excluding the General Partner to the extent it Beneficially Owns any
limited Partnership Interest), as a class.

               "MGC" shall mean the Mississippi Gaming Commission and any
successor agency.

               "Minimum Gain Attributable to Partner Nonrecourse Debt" shall
mean "partner nonrecourse debt minimum gain" as determined in accordance with
Regulation Section 1.704-2(i)(3).

               "Mississippi Gaming Control Act" shall mean the Gaming Control
Act of Mississippi, Miss. Code ss. 75-76-1 et seq.

               "Net Income" or "Net Loss" shall mean, for each fiscal year or
other applicable period, an amount equal to the Partnership's net income or loss
for such year or period as determined for federal income tax purposes by the
Accountants, determined in accordance with Section 703(a) of the Code (for 


                                      -11-
<PAGE>

this purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Section 703(a) of the Code shall be included in taxable
income or loss), with the following adjustments: (a) by including as an item of
gross income any tax-exempt income received by the Partnership; (b) by treating
as a deductible expense any expenditure of the Partnership described in Section
705(a)(2)(B) of the Code (including amounts paid or incurred to organize the
Partnership (unless an election is made pursuant to Code Section 709(b)) or to
promote the sale of interests in the Partnership and by treating deductions for
any losses incurred in connection with the sale or exchange of Partnership
property disallowed pursuant to Section 267(a)(1) or Section 707(b) of the Code
as expenditures described in Section 705(a)(2)(B) of the Code); (c) in lieu of
depreciation, depletion, amortization and other cost recovery deductions taken
into account in computing total income or loss, there shall be taken into
account Depreciation; (d) gain or loss resulting from any disposition of
Partnership property with respect to which gain or loss is recognized for
federal income tax purposes shall be computed by reference to the Gross Asset
Value of such property rather than its adjusted tax basis; (e) in the event of
an adjustment of the Gross Asset Value of any Partnership asset which requires
that the Capital Accounts of the Partnership be adjusted pursuant to Regulation
Section 1.704-1(b)(2)(iv)(e), (f) and (m), the amount of such adjustment is to
be taken into account as additional Net Income or Net Loss pursuant to Section
5.1; and (f) excluding any items specially allocated pursuant to Section 5.2.
Once an item of income, gain, loss or deduction has been included in the initial
computation of Net Income or Net Loss and is subjected to the special allocation
rules in Section 5.2, Net Income and Net Loss shall be computed without regard
to such item.

               "New Securities" means Indebtedness or Equity Interests of the
General Partner and any of its Subsidiaries other than the Partnership and its
Subsidiaries; provided that, New Securities shall not include Class B Stock and
Common Stock issued by THCR prior to the date of this Agreement.

               "Nonrecourse Deductions" shall have the meaning set forth in
Sections 1.704-2(b)(1) and (c) of the Regulations.

               "Nonrecourse Liabilities" shall have the meaning set forth in
Section 1.704-2(b)(3) of the Regulations.

               "Outside Business Activity" shall mean any business other than
(i) the ownership, acquisition and disposition of Partnership Interests as a
General Partner or Limited Partner and (ii) the management of the business of
the Partnership, and such activities as are incidental thereto, including,
without limitation, the issuance of New Securities and the application of the
proceeds thereof in compliance with the provisions of Section 7.10 of this
Agreement.


                                      -12-
<PAGE>

               "Partner Nonrecourse Debt" shall have the meaning set forth in
Section 1.704-2(b)(4) of the Regulations.

               "Partner Nonrecourse Deductions" shall have the meaning set forth
in Section 1.704-2(i)(2) of the Regulations.

               "Partners" shall mean the General Partner and the Limited
Partners, their duly admitted successors or assigns or any Person who is a
partner of the Partnership at the time of reference thereto.

               "Partnership" shall mean the limited partnership formed under the
Act pursuant to this Agreement, and any successor thereto.

               "Partnership Interest" shall mean the ownership interest of a
Partner in the Partnership from time to time, including each Partner's
Percentage Interest and such Partner's Capital Account. Wherever in this
Agreement reference is made to a particular Partner's Partnership Interest it
shall be deemed to refer to such Partner's Percentage Interest and shall include
the proportionate amount of such Partner's other interests in the Partnership
which are attributable to or based upon the Partner's Partnership Interest.

               "Partnership Minimum Gain" shall have the meaning set forth in
Section 1.704-2(b)(2) of the Regulations.

               "Percentage Interest" shall mean, with respect to any Partner,
the percentage ownership interest of such Partner in such items of the
Partnership as to which the term "Percentage Interests" is applied in this
Agreement, as specified in Schedule I hereto, as such Schedule may be amended
from time to time.

               "Permitted Holder" with respect to any Partner shall mean (i)
such Partner and (ii) if a natural person, the spouse and descendants of such
Partner (including any related trusts controlled by, and established and
maintained for the sole benefit of, such Partner or such spouse or descendants)
and the estate of any of the foregoing. In addition, (x) TCI and Trump and (y)
TCI-II and Trump shall each be Permitted Holders in respect of each other.

               "Permitted Limited Partnership Interest Lien" shall mean any Lien
to which the limited Partnership Interest of a Limited Partner is subject;
provided that, the terms of such Lien (other than a Lien on the proceeds (as
defined in Section 9-306 of the Uniform Commercial Code) of, or right to receive
distributions or payments with respect to, a limited Partnership Interest) must
expressly acknowledge that the rights of the holder of such Lien, upon
foreclosure, will be subject to the terms of the Exchange Rights Agreement.


                                      -13-
<PAGE>

               "Permitted Partners" shall have the meaning set forth in Section
5.1(b)(ii) hereof.

               "Person" shall mean any natural person or Entity.

               "Plaza Associates" shall mean Trump Plaza Associates, a New
Jersey general partnership.

               "Redemption Date" shall mean the date fixed by the General
Partner for the redemption of any Partnership Interests pursuant to Article XV
hereof.

               "Redemption Securities" shall mean any debt or equity securities
of the Partnership, any Subsidiary or any other corporation, or any combination
thereof, having such terms and conditions as shall be approved by the General
Partner and which, together with any cash to be paid as part of the redemption
price, in the opinion of any nationally recognized investment banking firm
selected by the General Partner (which may be a firm which provides other
investment banking, brokerage or other services to the Partnership), has a
value, at the time notice of redemption is given pursuant to Section 15.3, at
least equal to the Fair Market Value of the Partnership Interests to be redeemed
pursuant to Article XV (assuming, in the case of Redemption Securities to be
publicly traded, such Redemption Securities were fully distributed and subject
only to normal trading activity).

               "Regulations" shall mean the income tax regulations promulgated
under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

               "Restricted Partner" shall have the meaning set forth in Section
5.1(b)(ii) hereof.

               "Rights" shall mean the exchange rights as provided in the
Exchange Rights Agreement.

               "SEC" shall mean the United States Securities and Exchange
Commission.

               "Special Committee" shall mean a committee of at least two (2) of
the members of the board of directors of the General Partner, composed solely of
directors who are not officers or employees of the General Partner and who are
not Affiliates of Trump or any of his Affiliates; provided that, a director
shall not be deemed to be an Affiliate of either Trump or his Affiliates solely
by reason of his or her being a member of the board of directors of the General
Partner or its Subsidiaries.

               "Stock Incentive Plan" shall mean the General Partner's 1995
Stock Option Plan and such successor or additional plan as the General Partner
may adopt.


                                      -14-
<PAGE>

               "Stock Option" shall mean an option to purchase Shares granted
under the Stock Incentive Plan.

               "Subsidiary" with respect to any Person shall mean a "subsidiary"
as defined in Section 1-02 of Regulation S-X promulgated under the Securities
Act of 1933, as amended.

               "Taj Associates" shall have the meaning set forth in the Recitals
to this Agreement.

               "Taj Mahal" shall mean the Trump Taj Mahal Casino Resort and the
ancillary structures and other facilities used in connection with the operation
thereof located in Atlantic City, New Jersey.

               "Taj Mahal Merger Transaction" shall have the meaning set forth
in the Recitals to this Agreement.

               "Tax Amounts" with respect to any year shall not exceed an amount
equal to (a) the higher of (i) the product of (A) the taxable income of the
Partnership (computed as if the Partnership were an individual) for such year as
determined in good faith by the board of directors of the General Partner and
(B) the Tax Percentage and (ii) the product of (A) the alternative minimum
taxable income attributable to the Partnership (computed as if the Partnership
were an individual) for such year as determined in good faith by the board of
directors of the General Partner and (B) the Tax Percentage, reduced by (b) to
the extent not previously taken into account, any income tax benefit
attributable to the Partnership which could be realized (without regard to the
actual realization) by its Partners in the current or any prior taxable year, or
portion thereof, commencing on the date of this Agreement (including any tax
losses or tax credits), computed at the applicable Tax Percentage for the year
that such benefit is taken into account for purposes of this computation. Any
part of the Tax Amount not distributed in respect of a tax period for which it
is calculated shall be available for distribution in subsequent tax periods.

               "Tax Distribution" shall mean distributions by the Partnership
pursuant to Section 6.2 hereof.

               "Tax Items" shall have the meaning set forth in Section 5.3(a).

               "Tax Payment Loan" shall have the meaning set forth in Section
6.4(a) hereof.

               "Tax Percentage" shall mean the highest, aggregate effective
marginal rate of Federal, state and local income tax or, when applicable,
alternative minimum tax, to which any Partner would be subject in the relevant
year of determination (as certified to the General Partner by the Accountants);


                                      -15-
<PAGE>

provided, however, that in no event shall the Tax Percentage be greater than the
sum of (x) the highest, aggregate effective marginal rate of Federal, state, and
local income tax, or when applicable, alternative minimum tax, to which the
Partnership would have been subject if it were a C corporation for Federal
income tax purposes, and (y) 5 percentage points. If any Partner is an S
corporation, partnership, or similar pass-through entity for Federal income tax
purposes, the Tax Percentage shall be computed based upon the tax rates
applicable to the shareholder or partner of such Partner, as the case may be.

               "TCHI" shall mean Trump's Castle Hotel & Casino, Inc., a New
Jersey corporation.

               "TCI" shall mean Trump Casinos, Inc., a New Jersey corporation.

               "TCI-II" shall have the meaning set forth in the Preamble to this
Agreement.

               "THCR" shall mean Trump Hotels & Casino Resorts, Inc., a Delaware
corporation.

               "THCR/LP" shall mean THCR/LP Corporation, a New Jersey
corporation.

               "Trading Day" shall mean a day on which the principal national
securities exchange on which the Common Stock is listed or admitted to trading
is open for the transaction of business or, if the Common Stock is are not
listed or admitted to trading on any national securities exchange, shall mean a
Business Day.

               "Transfer" shall have the meaning set forth in Section 9.5.

               "Transfer Determination" shall have the meaning set forth in
Section 9.2(c).

               "Trump" shall have the meaning set forth in the Preamble to this
Agreement.

               "Trump AC" shall mean Trump Atlantic City Associates, a New
Jersey general partnership.

               "Trump Plaza" shall mean the Trump Plaza Hotel and Casino and the
ancillary structures and other facilities used in connection with the operation
thereof located in Atlantic City, New Jersey.

               "Trump's Castle" shall mean Trump's Castle Casino Resort and the
ancillary structures and other facilities used in connection with the operation
thereof located in Atlantic City, New Jersey. 


                                      -16-
<PAGE>

               "Trump's Castle Property" shall have the meaning set forth in
Section 5.3(c) hereof.

               "Valuation Date" shall mean any date as of which the value of New
Securities, the Partnership, or any other property is to be determined for
purposes of this Agreement.

               "Withholding Tax Act" shall have the meaning set forth in Section
6.6(a) hereof.

          Section 1.2. Accounting Terms and Determinations. All references in
this Agreement to "generally accepted accounting principles" or "GAAP" shall
mean generally accepted accounting principles in effect in the United States of
America at the time of application thereof. Unless otherwise specified herein,
all accounting terms used herein shall be interpreted, all determinations with
respect to accounting matters hereunder shall be made, and all financial
statements and certificates and reports as to financial matters required to be
furnished hereunder shall be prepared, in accordance with generally accepted
accounting principles, applied on a consistent basis.

                                   ARTICLE II.

              CONTINUATION OF PARTNERSHIP; BUSINESS OF PARTNERSHIP

          Section 2.1. Continuation. The parties hereto do hereby agree to
continue the Partnership as a limited partnership pursuant to the provisions of
the Act, for the purposes and upon the terms and conditions hereinafter set
forth. The Partners agree that the rights and liabilities of the Partners shall
be as provided in the Act, except as otherwise herein expressly provided.

          Section 2.2.  Name.

               (a) Subject to the provisions of paragraph (b) below, the name of
     the Partnership shall be Trump Hotels & Casino Resorts Holdings, L.P. or
     such other name as shall be chosen from time to time by the General Partner
     in its sole and absolute discretion. The inclusion of Trump's name in the
     name of the Partnership shall not be deemed to be evidence that Trump
     participates in the control of the business within the meaning of Section
     17-303 of the Act or any comparable provision.

               (b) The Partnership shall conduct business and qualify as a
     foreign limited partnership under an assumed name, which shall not include
     the name of any Limited Partner, in any jurisdiction where the inclusion of
     a Limited Partner's name in the name of the Partnership would subject such
     Limited Partner to general liability for the Partnership's debts.


                                      -17-
<PAGE>

          Section 2.3. Character of the Business. The purpose and business of
the Partnership is through its Affiliates and Subsidiaries (a) to conduct casino
gaming and to own and/or operate (i) Trump Plaza, (ii) the Taj Mahal, (iii) the
Indiana Riverboat, (iv) Trump's Castle and (v) such other gaming properties and
facilities as the Partnership may acquire in the future; (b) to do all things
necessary, incidental, desirable or appropriate in connection with the
foregoing; and (c) to otherwise engage in any enterprise or business in which a
limited partnership may engage or conduct under the Act.

          Section 2.4. Location of Principal Place of Business. The location of
the principal place of business of the Partnership shall be at 2500 Boardwalk,
Atlantic City, New Jersey 08401, or such other location as shall be selected
from time to time by the General Partner in its sole and absolute discretion.

          Section 2.5. Registered Agent and Registered Office. The registered
agent of the Partnership shall be The Corporation Trust Company, or such other
Person as the General Partner may select in its sole and absolute discretion.
The registered office of the Partnership in the State of Delaware shall be 1209
Orange Street, Wilmington, Delaware or such other location as the General
Partner may from time to time select in its sole discretion.

                                  ARTICLE III.

                                      TERM

          Section 3.1. Commencement. The Partnership's term commenced upon the
filing of the Certificate with the Secretary of State of Delaware on March 28,
1995.

          Section 3.2. Termination. The Partnership shall terminate on the close
of business on the 31st day of December 2035, unless sooner terminated pursuant
to Article VIII hereof.

                                   ARTICLE IV.

                              CAPITAL CONTRIBUTIONS

          Section 4.1. Capital Contributions; Partnership Interests and
Percentage Interests of the Partners.

               (a) Prior to the date hereof, (I) the General Partner and the
     Initial Limited Partner made or caused to be made the Capital Contributions
     set forth opposite their respective names on Schedule II hereto and (II)
     the General Partner, the Initial Limited Partner, THCR/LP and TCI made the
     Capital Contributions set forth opposite their 


                                      -18-
<PAGE>

     respective names on Schedule III hereto, and THCR/LP and TCI became Limited
     Partners of the Partnership. Effective as of the date hereof, the Initial
     Limited Partner and TCI-II shall make or cause to be made the Capital
     Contributions set forth opposite their respective names on Schedule IV
     hereto, and TCI-II shall become a Limited Partner of the Partnership. The
     General Partner, the Initial Limited Partner, THCR/LP and TCI hereby
     consent to the admission of TCI-II as a Limited Partner of the Partnership.
     As of the date hereof, each Partner shall have made or caused to be made
     the Capital Contributions set forth opposite such Partner's name on
     Schedule I hereto (which shall reflect the aggregate of such Partner's
     Capital Contributions as set forth on Schedules II, III and IV), and each
     Partner shall have the Percentage Interests in the Partnership set forth
     opposite such Partner's name in Schedule I, which Percentage Interests
     shall be adjusted as provided in Schedule I as amended by the General
     Partner from time to time after the date hereof to the extent necessary to
     reflect properly redemptions or conversions of Partnership Interests,
     Capital Contributions, the issuance of Additional Partnership Interests or
     any other event having an effect on a Partner's Percentage Interest, in
     each case to the extent permitted by and in accordance with this Agreement.
     Except to the extent specifically set forth in this Agreement with respect
     to the General Partner, the Partners shall have no obligation to make any
     additional Capital Contributions or loans to the Partnership, even if the
     failure to do so could result in the Bankruptcy or insolvency of the
     Partnership or any other adverse consequence to the Partnership. All
     surtax, documentary stamp tax or other transfer tax that may be imposed as
     a result of the foregoing Capital Contributions shall be paid by the
     Partnership.

               (b) Except as provided by law, (i) no Limited Partner shall be
     liable for any deficit in its Capital Account or (ii) except as provided in
     Section 6.2(b), be obligated to return any distributions of any kind
     received from the Partnership.

               (c) So long as the Initial Limited Partner and his Permitted
     Holders collectively beneficially own more than 10% of the issued and
     outstanding Partnership Interests, the General Partner shall notify such
     Partners no less than 60 days prior to any reduction of nonrecourse
     indebtedness or other indebtedness which such Partner may include in the
     basis of its interest in the Partnership (other than scheduled repayments
     of principal) in an amount greater than $10 million during any fiscal year.
     Upon receipt of such notice, such Partners shall be permitted, at their own
     expense, to undertake any action they desire to increase the "economic risk
     of loss," within the meaning of Regulation section 1.752-2, that the
     Initial Limited Partner and his Permitted Holders have with respect to the


                                      -19-
<PAGE>

     liabilities of the Partnership; provided, however, that the Initial Limited
     Partner and his Permitted Holders may not undertake any action that would
     have, in the reasonable judgment of a majority of the Special Committee, a
     material adverse tax impact on the Partnership, the General Partner or
     other Limited Partners. If the Initial Limited Partner or his Permitted
     Holders wish to undertake any action permitted pursuant to this section
     4.1(c), the General Partner shall endeavor to cooperate with such Partners,
     provided that, such Partners shall promptly reimburse the General Partner
     for any reasonable costs incurred in providing such cooperation.

          Section 4.2. Issuance of Additional Partnership Interests and Shares.

               (a) The General Partner is authorized to cause the Partnership
     from time to time to issue to the General Partner, THCR/LP, the Initial
     Limited Partner and his Permitted Holders, TCI, and TCI-II, Partnership
     Interests ("Additional Partnership Interests") in one or more classes, or
     one or more series of any of such classes, with such designations,
     preferences and participating, optional or other special rights, powers and
     duties, including rights, powers and duties which may be senior to
     interests in the Partnership theretofore issued, for consideration not less
     than the Fair Market Value thereof, and on such terms and conditions as
     shall be determined by the General Partner and, which special rights,
     powers and duties, without limitation, may relate to (i) the allocations of
     items of Partnership income, gain, loss, deduction and credit to each such
     class or series of Partnership Interests; (ii) the right of each such class
     or series of Partnership Interests to share in Partnership distributions;
     and (iii) the rights of each such class or series of Partnership Interests
     upon dissolution and liquidation of the Partnership.

               (b) No Additional Partnership Interests shall be issued to the
     General Partner or any Subsidiary or nominee of the General Partner, unless
     either

                    (i) the Additional Partnership Interests are issued in
          connection with an issuance of New Securities, the General Partner
          complies with all of the provisions of this Agreement, including,
          without limitation, Section 7.10(b) and (A) if such New Securities are
          Common Stock, such Additional Partnership Interests have terms
          equivalent to the Partnership Interest originally issued to the
          General Partner hereunder; provided, however, in the case of the
          issuance of Common Stock as compensation for services rendered, the
          General Partner shall be deemed to have contributed to the Partnership
          as a Capital Contribution pursuant to Section 4.3 hereof an amount


                                      -20-
<PAGE>

          equal to the product of (x) the Fair Market Value of the Common Stock
          (as of the Trading Day immediately preceding the date of issue of the
          deferred stock to such recipient), times (y) the number of shares of
          deferred Common Stock issued by the General Partner to such recipient;
          (B) if such New Securities are Stock Options, no Additional
          Partnership Interests shall be issued at the time of the issuance of
          such Stock Options; provided that, upon the exercise of such Stock
          Options, the General Partner shall contribute to the capital of the
          Partnership an amount equal to the exercise price of such Stock
          Options and shall be deemed to have contributed to the Partnership as
          a Capital Contribution pursuant to Section 4.3 hereof an amount equal
          to the product of (x) the Fair Market Value of the Common Stock (as of
          the Valuation Day immediately preceding the date on which the Stock
          Options are exercised), and (y) the number of shares of Common Stock
          issued upon the exercise of such Stock Options, and (C) if such New
          Securities are other than Common Stock or Stock Options, such
          Additional Partnership Interests have conversion, subscription,
          purchase and other terms equivalent to the terms of such New
          Securities;

                    (ii) the Additional Partnership Interests are issued to all 

          Partners in proportion to their respective Percentage Interests;

                    (iii) Additional Partnership Interests are issued in
          connection with any other contribution of value made by the General
          Partner to the Partnership not otherwise described in clauses (i) and
          (ii) of this Section 4.2(b); or

                    (iv) the Additional Partnership Interests are issued with 
          the written consent of all of the Limited Partners given in accordance
          with Section 13.2 hereof.

               (c) No Person shall have any preemptive, preferential or other
     similar right with respect to (i) additional Capital Contributions or loans
     to the Partnership; or (ii) issuance or sale of any Partnership Interests.

               (d) The General Partner is hereby authorized on behalf of each of
     the Partners to amend this Agreement solely to reflect any increase in the
     Percentage Interests of any Partner and the corresponding reduction of the
     Percentage Interests of the other Partners in accordance with the
     provisions of this Section 4.2, and the General Partner shall promptly send
     a copy of such amendment to each Limited Partner.


                                      -21-
<PAGE>

          Section 4.3. Adjustment of Partnership Interests. Except with respect
to a Capital Contribution described in Section 4.2(b)(i)(C), effective on each
date on which a Partner has made a Capital Contribution to the Partnership (each
an "Adjustment Date"), the Percentage Interest of each Partner shall be
adjusted, which adjustment in the case of a Capital Contribution by the Initial
Limited Partner or his Permitted Holders shall be subject to the approval of a
majority of the Special Committee, such that the Percentage Interest of the
Partner shall be equal to a fraction, (a) the numerator of which is equal to the
sum of (i) the Deemed Partnership Interest Value of such Partner (computed as of
the Trading Day immediately preceding the Adjustment Date) and (ii) the amount
of the Capital Contribution contributed by such Partner on such Adjustment Date,
and (b) the denominator of which is equal to the sum of (i) the Deemed Value of
the Partnership (computed as of the Trading Day immediately preceding the
Adjustment Date) and (ii) the amount of the Capital Contribution contributed by
all Partners on such Adjustment Date. The General Partner shall promptly give
each Limited Partner written notice of its Percentage Interest, as adjusted, and
the Gross Asset Value shall be adjusted.

          Section 4.4. No Interest on or Return of Capital Contribution. No
Partner shall be entitled to interest on its Capital Contribution or Capital
Account. Except as provided herein or by law, no Partner shall have any right to
demand or receive the return of its Capital Contribution.

          Section 4.5. Adjustment for Castle Acquisition. Notwithstanding
anything to the contrary contained in this Agreement, the adjustments to the
Partnership Interest of each Partner with respect to the Castle Acquisition
shall be as set forth in Schedule I and Schedule IV hereof.

                                   ARTICLE V.

                ALLOCATIONS AND OTHER TAX AND ACCOUNTING MATTERS

          The Net Income, Net Loss and/or other Partnership items shall be
allocated as follows:

          Section 5.1. Allocations of Net Income and Net Loss.

               (a) Net Income. Except as otherwise provided herein, Net Income
     for any fiscal year or other applicable period shall be allocated in the
     following order and priority:

                    (i) First, to the Partners, until the cumulative Net Income
          allocated pursuant to this subparagraph (a)(i) for the current and all
          prior periods equals the cumulative Net Loss allocated pursuant to
          subparagraph (b)(ii) hereof for all prior 


                                      -22-
<PAGE>

          periods, among the Partners in the reverse order that such Net Loss
          was allocated to the Permitted Partners pursuant to subparagraph
          (b)(ii) hereof.

                    (ii) Thereafter, the balance of the Net Income, if any,
          shall be allocated to the Partners in accordance with their respective
          Percentage Interests.

               (b) Net Loss. Except as otherwise provided herein, Net Loss of
     the Partnership for each fiscal year or other applicable period shall be
     allocated as follows:

                    (i) To the Partners in accordance with their respective
          Percentage Interests.

                    (ii) Notwithstanding subparagraph (b)(i) hereof, to the
          extent any Net Loss allocated to a Partner under subparagraph (b)(i)
          hereof or this subparagraph (b)(ii) would cause such Partner (a
          "Restricted Partner") to have an Adjusted Capital Account Deficit as
          of the end of the fiscal year to which such Net Loss relates, such Net
          Loss shall not be allocated to such Restricted Partner and instead
          shall be allocated to the other Partner(s) (the "Permitted Partners")
          pro rata in accordance with their relative Percentage Interests.

          Section 5.2. Special Allocations. Notwithstanding any provisions of
Section 5.1, the following special allocations shall be made, to the least
extent necessary to satisfy section 704(b) of the Code and the Regulations
promulgated thereunder, in the following order:

               (a) Minimum Gain Chargeback (Nonrecourse Liabilities). If there
     is a net decrease in Partnership Minimum Gain for any Partnership fiscal
     year (except as a result of conversion or refinancing of Partnership
     indebtedness, certain capital contributions or revaluation of the
     Partnership property as further outlined in Regulation Sections
     1.704-2(d)(4), (f)(2) or (f)(3)), each Partner shall be specially allocated
     items of Partnership income and gain for such year (and, if necessary,
     subsequent years) in an amount equal to that Partner's share of the net
     decrease in Partnership Minimum Gain. The items to be so allocated shall be
     determined in accordance with Regulation Section 1.704-2(f)(6). This
     paragraph (a) is intended to comply with the minimum gain chargeback
     requirement in said section of the Regulations and shall be interpreted
     consistently therewith. Allocations pursuant to this paragraph (a) shall be
     made in proportion to the respective amounts required to be allocated to
     each Partner pursuant hereto.


                                      -23-
<PAGE>

               (b) Minimum Gain Attributable to Partner Nonrecourse Debt. If
     there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse
     Debt during any fiscal year (other than due to the conversion, refinancing
     or other change in the debt instrument causing it to become partially or
     wholly nonrecourse, certain capital contributions, or certain revaluations
     of Partnership property (as further outlined in Regulation Section
     1.704-2(i)(4))), each Partner shall be specially allocated items of
     Partnership income and gain for such year (and, if necessary, subsequent
     years) in an amount equal to the Partner's share of the net decrease in the
     Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so
     allocated shall be determined in accordance with Regulation Section
     1.704-2(i)(4) and (j)(2). This paragraph (b) is intended to comply with the
     minimum gain chargeback requirement with respect to Partner Nonrecourse
     Debt contained in said section of the Regulations and shall be interpreted
     consistently therewith. Allocations pursuant to this paragraph (b) shall be
     made in proportion to the respective amounts required to be allocated to
     each Partner pursuant hereto.

               (c) Qualified Income Offset. In the event a Limited Partner
     unexpectedly receives any adjustments, allocations or distributions
     described in Regulation Section 1.704-1(b)(2)(ii) (d)(4), (5), or (6), and
     such Limited Partner has an Adjusted Capital Account Deficit, items of
     Partnership income and gain shall be specially allocated to such Partner in
     an amount and manner sufficient to eliminate the Adjusted Capital Account
     Deficit as quickly as possible. This paragraph (c) is intended to
     constitute a "qualified income offset" under Regulation Section
     1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

               (d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal
     year or other applicable period shall be allocated to the Partners in
     accordance with their respective Percentage Interests. For purposes of
     Regulation Section 1.752-3(a)(3), "excess nonrecourse liabilities" shall be
     allocated among the Partners in proportion to their respective Percentage
     Interests.

               (e) Partner Nonrecourse Deductions. Partner Nonrecourse
     Deductions for any fiscal year or other applicable period shall be
     specially allocated to the Partner that bears the economic risk of loss for
     the debt (i.e., the Partner Nonrecourse Debt) in respect of which such
     Partner Nonrecourse Deductions are attributable (as determined under
     Regulation Section 1.704-2(b) (4) and (i) (1)).

               (f) Additional Allocations. Notwithstanding the foregoing, if,
     upon final dissolution and termination of the 


                                      -24-
<PAGE>

     Partnership and after taking into account all allocations of Net Income and
     Net Loss (and other Tax Items) under this Article V, the distributions to
     be made in accordance with the positive Capital Account balances would
     result in a distribution that would be different from a distribution under
     Section 6.3 hereof, then gross items of income and gain (and other Tax
     Items) for the taxable year of the final dissolution and termination (and,
     to the extent permitted under section 761(c) of the Code, gross items of
     income and gain (and other Tax Items) for the immediately preceding taxable
     year) shall be allocated to the Partners to increase or decrease their
     Capital Account balances, as the case may be, so that the final
     distribution will occur in the same manner as a distribution under Section
     6.3 hereof.

          Section 5.3. Tax Allocations.

               (a) Generally. Subject to paragraphs (b) and (c) hereof, items of
     income, gain, loss, deduction and credit to be allocated for income tax
     purposes (collectively, "Tax Items") shall be allocated among the Partners
     on the same basis as their respective book items.

               (b) Sections 1245/1250 Recapture. If any portion of gain from the
     sale of property is treated as gain which is ordinary income by virtue of
     the application of Code Sections 1245 or 1250 ("Affected Gain"), except to
     the extent that the tax treatment of such sale is governed by section
     704(c) of the Code as provided under Section 5.3(c) hereof, then (i) such
     Affected Gain, to the extent attributable to depreciation or amortization
     allowed or allowable for any taxable period subsequent to the date hereof,
     shall be allocated among the Partners in the same proportion that the
     depreciation and amortization deductions giving rise to the Affected Gain
     were allocated and (ii) other Tax Items of gain of the same character that
     would have been recognized, but for the application of Code Sections 1245
     and/or 1250, shall be allocated away from those Partners who are allocated
     Affected Gain pursuant to clause (i) so that, to the extent possible, the
     other Partners are allocated the same amount, and type, of capital gain
     that would have been allocated to them had Code Sections 1245 and/or 1250
     not applied. For purposes hereof, in order to determine the proportionate
     allocations of depreciation and amortization deductions for each fiscal
     year or other applicable period, such deductions shall be deemed allocated
     on the same basis as Net Income or Net Loss for such respective period.

               (c) Allocations Respecting Section 704(c).

                    (i) Property contributed to the Partnership shall be subject
          to Section 704(c) of the Code and Regulation Section 1.704-3 so that


                                      -25-
<PAGE>

          notwithstanding Section 5.2 hereof, taxable gain and loss from
          disposition of such property contributed to the Partnership that is
          subject to section 704(c) of the Code shall be allocated on a property
          by property basis in accordance with the Regulations promulgated
          thereunder. Notwithstanding the foregoing, tax depreciation and
          amortization with respect to Partnership property contributed by a
          Partner (x) pursuant to the Contribution Agreement between the
          Partnership and the Initial Limited Partner, dated as of June 12,
          1995, (y) pursuant to the 1996 Contribution Agreement among Trump,
          TCI, THCR/LP and the Partnership, dated as of April 17, 1996, and (z)
          pursuant to the Castle Acquisition Agreement and the documents of
          transfer executed in connection therewith, dated as of the date
          hereof, shall be allocated on an aggregate basis for purposes of
          complying with the requirements of Section 704(c) of the Code, taking
          into account, for any particular taxable year for which such
          allocation is made, the aggregate amount of depreciation and
          amortization allowable with respect to the aggregate basis of such
          Partnership properties determined as of the respective date of
          contribution (and not taking into account (i) any increase in the
          basis of such properties resulting from improvements thereon made by
          the Partnership subsequent to the respective date of contribution or
          (ii) any additional basis resulting from any new property purchased by
          the Partnership in a taxable transaction subsequent to the respective
          date of contribution); provided that, the General Partner shall not
          specially allocate any Tax Items other than items of depreciation and
          amortization referred to in this Section 5.3 (c) (i) to cure for the
          effect of the ceiling rule set forth in Regulation Section 1.704-3(b),
          except as specifically provided in subparagraph (c) (ii) hereof. The
          Partnership shall allocate items of income, gain, loss and deduction
          allocated to it by a partnership to the Partner or Partners
          contributing the interest or interests in such partnership, so that,
          to the greatest extent possible and consistent with the foregoing,
          such contributing Partner or Partners are allocated the same amount
          and character of items of income, gain, loss and deduction with
          respect to such partnership that they would have been allocated had
          they contributed undivided interests in the assets owned by such
          partnership to the Partnership in lieu of contributing the interest or
          interests in the partnership to the Partnership.

                    (ii) Notwithstanding subparagraph (c)(i) hereof, the
          Partnership shall make reasonable curative allocations in accordance
          with Regulations Section 1.704-3(c): (A) first, to THCR, THCR/LP and
          TCI of Tax Items consisting of depreciation, amortization or other


                                      -26-
<PAGE>

          cost-recovery deductions that would have been otherwise allocable to
          Trump pursuant to subparagraph (c)(i) hereof and the provisions of
          Regulations Section 1.704-3 without any curative or remedial
          allocations, and then (B) second, to Trump of Tax Items of gross
          income as provided below. These reasonable curative allocations shall
          be made solely for the purpose of providing THCR, THCR/LP and TCI with
          the tax equivalent of the depreciation and amortization deductions
          that would have been allocated annually to THCR, THCR/LP and TCI
          pursuant to subparagraph (c)(i) hereof had the basis of the interest
          held by Trump in Castle Associates as of the date hereof been equal to
          $100,294,369, as such amount would have been adjusted to reflect
          deductions for the portion of 1996 ending immediately prior to the
          date hereof. The Tax Items that shall be allocated pursuant to this
          subparagraph are limited to, first, to the extent available, tax
          depreciation, amortization and other cost-recovery deductions, and,
          second, to the extent necessary to satisfy the purpose described in
          the preceding sentence, items of gross income (y) the allocation of
          which is expected to have substantially the same effect to THCR,
          THCR/LP and TCI as would an allocation to THCR, THCR/LP and TCI of
          depreciation and amortization deductions with respect to the property
          contributed by Trump pursuant to the Castle Acquisition Agreement and
          the documents of transfer executed in connection therewith ("Trump's
          Castle Property"), or (z) from the disposition of Trump's Castle
          Property.

                    (iii) The tax allocations made pursuant to this paragraph
          (c) shall be reflected only in the tax capital accounts of the
          Partners and shall have no effect on their Capital Accounts.

          Section 5.4. Books of Account. At all times during the continuance of
the Partnership, the General Partner shall maintain or cause to be maintained
full, true, complete and correct books of account in accordance with GAAP, using
the calendar year as the fiscal and taxable year of the Partnership. In
addition, the Partnership shall keep all records required to be kept pursuant to
the Act.

          Section 5.5. Tax Matters Partner. The General Partner is hereby
designated as the Tax Matters Partner within the meaning of Section 6231(a)(7)
of the Code for the Partnership; provided, however, that (i) in exercising its
authority as Tax Matters Partner, the General Partner shall be limited by the
provisions of this Agreement affecting tax aspects of the Partnership; (ii) the
General Partner shall consult in good faith with the Limited Partner
Representative regarding the filing of a Code Section 6227(b) administrative
adjustment request with respect to the Partnership or a Contributed Property
before 


                                      -27-
<PAGE>

filing such request, it being understood, however, that the provisions hereof
shall not be construed to limit the ability of any Partner, including the
General Partner, to file an administrative adjustment request on its own behalf
pursuant to Section 6227(a) of the Code; (iii) the General Partner shall consult
in good faith with the Limited Partner Representative regarding the filing of a
petition for judicial review of an administrative adjustment request under
Section 6228 of the Code, or a petition for judicial review of a final
partnership administrative judgment under Section 6226 of the Code relating to
the Partnership before filing such petition; (iv) the General Partner shall give
prompt notice to the Limited Partner Representative and any notice partners
under Section 6231 of the Code of the receipt of any written notice that the
Internal Revenue Service or any state or local taxing authority intends to
examine or audit Partnership income tax returns for any year, receipt of written
notice of the beginning of an administrative proceeding at the Partnership level
relating to the Partnership under Section 6223 of the Code, receipt of written
notice of the final Partnership administrative adjustment relating to the
Partnership pursuant to Section 6223 of the Code, and receipt of any request
from the Internal Revenue Service for waiver of any applicable statute of
limitations with respect to the filing of any tax return by the Partnership and
(v) the General Partner shall promptly notify the Limited Partner Representative
if the General Partner does not intend to file for judicial review with respect
to the Partnership.

          Section 5.6. Tax Elections and Returns. All elections required or
permitted to be made by the Partnership under any applicable tax law shall be
made by the General Partner in its sole and absolute discretion, except that the
General Partner shall, if requested by a Limited Partner or a transferee, file
an election on behalf of the Partnership pursuant to Section 754 of the Code to
adjust the basis of the Partnership property in the case of a transfer of a
Partnership Interest or distribution from the Partnership, including transfers
made in connection with the exercise of the Rights, made in accordance with the
provisions of this Agreement. The General Partner shall cause the Accountants to
prepare and submit to the Limited Partner Representative on or before March 31st
of each year for review drafts of all federal and state income tax returns of
the Partnership. If the Limited Partner Representative determines that any
modifications to the tax returns of the Partnership should be considered, the
Limited Partner Representative shall, within fifteen (15) days following receipt
of such tax returns from the Accountants or the General Partner, indicate to the
Accountants or to the General Partner the suggested revisions to the tax
returns, which returns shall be resubmitted to the Limited Partner
Representative for its review and approval. The Limited Partner Representative
shall complete its review of the resubmitted returns within ten (10) days after
receipt thereof from the Accountants or the General Partner. The General Partner
shall consult in good faith with the Limited Partner Representative regarding
any proposed 


                                      -28-
<PAGE>

modifications to the tax returns of the Partnership, provided that, (i) a
majority of the Special Committee shall make the final decision, in light of the
best interest of all Partners, of whether to accept or reject any such proposed
modifications, which decision shall be binding upon the Partnership and all of
the Partners and (ii) no Partner shall, unless otherwise required by applicable
law, take any position for income tax purposes or otherwise that is inconsistent
with such final decision of the majority of the Special Committee. A statement
of the allocation of Net Income or Net Loss of the Partnership shown on the
annual income tax returns prepared by the Accountants shall be transmitted and
delivered to the Limited Partner Representative within ten (10) days of the
receipt thereof by the Partnership. The General Partner shall be responsible for
preparing and filing all federal and state tax returns for the Partnership and
furnishing copies thereof to the Partners, together with required Partnership
schedules showing allocations of tax items, all within the period of time
prescribed by law. The General Partner shall use reasonable efforts to make
available to the Limited Partners final Forms K-1 not later than March 31 of
each year. Notwithstanding the foregoing, (x) Trump shall have the right to
control the resolution of tax matters affecting or relating to Taj Associates in
respect of periods ending on or prior to April 17, 1996, including requiring the
Partnership, Trump AC and Taj Associates to adjust the tax basis of assets held
by Taj Associates in connection with the resolution of such tax matters to the
extent such basis adjustments shall not reduce THCR's share of federal income
tax depreciation and cost recovery deductions in respect of assets held by Taj
Associates as of the date hereof and contributions of the interests in Taj
Associates to Trump AC and (y) Trump shall have the right to control the
resolution of tax matters affecting or relating to Castle Associates in respect
of periods ending on or prior to the date hereof, including requiring the
Partnership, TCHI and Castle Associates to adjust the tax basis of assets held
by Castle Associates in connection with the resolution of such tax matters to
the extent such basis adjustments shall not reduce THCR's share of federal
income tax depreciation and cost recovery deductions in respect of assets held
by Castle Associates as of the date hereof and contributions of the interests in
Castle Associates to the Partnership.

          Section 5.7. Tax Certifications.

               (a) The Partnership shall deliver to each partner in the manner
     provided in Section 16.1, from time to time as necessary to implement
     timely the provisions of this Agreement, certificates executed by its chief
     financial officers and the Accountants indicating the respective
     calculations with respect to, and the amounts of, a Partner's share of Tax
     Distributions and the amount of any repayments to the Partnership called
     for thereunder, together with supporting schedules in reasonable detail all


                                      -29-
<PAGE>

     as of each pertinent date and delivered at least 15 business days prior to
     the date payment is due.

               (b) The certificates delivered pursuant to paragraph (a) hereof
     shall be deemed approved by all parties and the Partnership shall act upon
     such certificates as provided in this Agreement unless within five business
     days of delivery of such certificate a Partner objects to the contents of
     any certificate by written notice in detail sufficient to state the basis
     for the objection. The Partners shall negotiate in good faith to resolve
     such objection.

                                   ARTICLE VI.

                                  DISTRIBUTIONS

          Section 6.1. General. Distributions of cash or property may be made in
accordance herewith at such times as the General Partner deems appropriate in
the order provided in this Article VI, subject to the limitations, if any, set
forth in the agreements governing the Partnership's Indebtedness.

          Section 6.2. Distributions for Taxes.

               (a) The Partnership shall distribute to each Partner in one or
     more payments, including payments described in paragraph (b) from time to
     time during each year, but in no event later than March 1 of the year
     immediately following such year, an aggregate cash sum equal to the product
     of (i) Tax Amounts in respect of the taxable year, or portion thereof, for
     which such distribution is being made and (ii) the Partner's Percentage
     Interest. In addition, the Partnership shall make additional pro rata
     distributions as are necessary to reflect adjustments, as determined in
     good faith by the board of directors of the General Partner, to any item
     affecting Tax Amounts, as reflected on the Partnership's tax return, as it
     may be amended from time to time, or as a result of a concluded tax audit.

               (b) In addition to the certificates required by Section 5.7, the
     Partnership shall furnish the Partners with such information as they shall
     reasonably request from time to time respecting estimates of the
     Partnership's taxable income or loss (and items thereof) for any fiscal
     year or portion thereof. If, in any year, any Partner shall be required to
     make federal, state or local estimated income tax payments under applicable
     law and regulations, then, at least thirty (30) days prior to the date (the
     "Estimated Payment Date") upon which any such payments are due, the
     Partnership shall deliver to each Partner the certificates required by
     Section 5.7, indicating the amount (the 


                                      -30-
<PAGE>

     "Estimated Payment") of the tax in respect of the respective Tax Amounts
     due on the Estimated Payment Date, and not later than fifteen (15) days
     prior to such Estimated Payment Date, the Partnership shall pay to such
     Partner an amount equal to such Estimated Payment. The amount of each
     Estimated Payment received by such Partner shall be treated as a
     non-interest bearing advance against the amounts distributable in respect
     of such Partner's pro rata share of Tax Amounts to such Partner for such
     year. If the aggregate amount of the Estimated Payments received by a
     Partner for any year shall exceed the distribution to which such Partner
     actually is entitled under paragraph (a) above, such Partner shall
     forthwith repay such excess to the Partnership on or before the date set
     forth in paragraph (a) above, unless such excess shall have been paid to
     taxing authorities in which event such excess shall be applied to reduce
     the amount otherwise distributable pursuant to this Section 6.2 in respect
     of the Partnership's next succeeding fiscal year or years. Each Partner
     shall seek, to the extent entitled thereto, and contribute to the
     Partnership any refund of taxes paid by such Partner out of amounts
     distributed pursuant to this Section 6.2 promptly after receipt of such
     refund.

            Section 6.3. Other Distributions. After payments and distributions,
if any, of the amounts set forth in Section 6.2 above, the Partnership may
distribute, in the discretion of a majority of the board of directors of the
General Partner, cash or other property, valued at its Fair Market Value, to the
Partners. Any such distributions shall be made pro rata in accordance with their
Percentage Interests.

          Section 6.4. Withholding Payments Required By Law.

               (a) Unless treated as a Tax Payment Loan (as hereinafter
     defined), any amount paid by the Partnership for or with respect to any
     Partner on account of any withholding tax or other tax payable with respect
     to the income, profits or distributions of the Partnership pursuant to the
     Code, the Regulations, or any state or local statute, regulation or
     ordinance requiring such payment (a "Withholding Tax Act") shall be treated
     as a distribution to such Partner for all purposes of this Agreement,
     consistent with the character or source of the income, profits or cash
     which gave rise to the payment or withholding obligation. To the extent
     that the amount required to be remitted by the Partnership under the
     Withholding Tax Act exceeds the amount then otherwise distributable to such
     Partner, unless and to the extent that funds shall have been provided by
     such Partner pursuant to the last sentence of this Section 6.4(a), the
     excess shall constitute a loan from the Partnership to such Partner (a "Tax
     Payment Loan") which shall be payable upon demand and shall bear interest,
     from the date that the Partnership makes the payment to the 


                                      -31-
<PAGE>

     relevant taxing authority, at the rate announced from time to time by
     Citibank, N.A. (or any successor thereto) as its "prime rate", compounded
     monthly (but in no event higher than the highest interest rate permitted by
     applicable law). So long as any Tax Payment Loan to any Partner or the
     interest thereon remains unpaid, the Partnership shall make future
     distributions due to such Partner under this Agreement by applying the
     amount of any such distributions first to the payment of any unpaid
     interest on such Tax Payment Loan and then to the repayment of the
     principal thereof, and no such future distributions shall be paid to such
     Partner until all of such principal and interest has been paid in full. If
     the amount required to be remitted by the Partnership under the Withholding
     Tax Act exceeds the amount then otherwise distributable to a Partner, the
     Partnership shall notify such Partner at least five (5) Business Days in
     advance of the date upon which the Partnership would be required to make a
     Tax Payment Loan under this Section 6.4(a) (the "Tax Payment Loan Date")
     and provide such Partner the opportunity to pay to the Partnership, on or
     before the Tax Payment Loan Date, all or a portion of such deficit.

                  (b) The General Partner shall have the authority to take all
      actions necessary to enable the Partnership to comply with the provisions
      of any Withholding Tax Act applicable to the Partnership and to carry out
      the provisions of this Section 6.4. Nothing in this Section 6.4 shall
      create any obligation on the General Partner to advance funds to the
      Partnership or to borrow funds from third parties in order to make any
      payments on account of any liability of the Partnership under a
      Withholding Tax Act.

                  (c) In the event that a Tax Payment Loan is not paid by a
      Limited Partner within thirty (30) days after written demand therefor is
      made by the General Partner, the General Partner may cause all
      distributions that would otherwise be made to such Limited Partner to be
      retained by the Partnership, up to the amount necessary to repay such Tax
      Payment Loan, including all accrued and unpaid interest thereon, and such
      retained distributions shall be applied against, first, the accrued
      interest on and, second, the principal of, such Tax Payment Loan.

          Section 6.5. Non-Recourse. Notwithstanding any other provisions of
this Agreement, the obligations to make distributions contemplated hereby shall
be limited to the assets of the Partnership and shall be non-recourse with
respect to the Partners and any of their assets.


                                      -32-
<PAGE>

                                  ARTICLE VII.

             RIGHTS, DUTIES AND RESTRICTIONS OF THE GENERAL PARTNER

          Section 7.1. Powers and Duties of General Partner.

               (a) The General Partner shall be responsible for the management
     of the Partnership's business and affairs. Except as otherwise expressly
     provided in this Agreement, and subject to the limitations contained in
     Section 7.2 hereof with respect to Major Decisions, the General Partner
     shall have, and is hereby granted, full and complete power, authority and
     discretion to take such action for and on behalf of the Partnership and in
     its name as the General Partner shall, in its sole and absolute discretion,
     deem necessary or appropriate to carry out the Partnership's business and
     the purposes for which the Partnership was organized. Except as otherwise
     expressly provided herein, and subject to Section 7.2 hereof, the General
     Partner shall, on behalf of, and at the expense of, the Partnership, have
     the right, power and authority:

                    (i) to manage, control, invest, reinvest, acquire by
          purchase, lease or otherwise, sell, contract to purchase or sell,
          grant, obtain, or exercise options to purchase, options to sell or
          conversion rights, assign, transfer, convey, deliver, endorse,
          exchange, pledge, mortgage, abandon, improve, repair, maintain,
          insure, lease for any term and otherwise deal with any and all
          property of whatsoever kind and nature, and wheresoever situated, in
          furtherance of the business or purposes of the Partnership;

                    (ii) to acquire, directly or indirectly, interests in gaming
          ventures of any kind and of any type, and any and all kinds of
          interests therein (including, without limitation, Entities investing
          therein), and to determine the manner in which title thereto is to be
          held; to manage (directly or through management agreements), insure
          against loss, protect and subdivide any of such gaming ventures,
          interests therein or parts thereof; and to participate in the
          ownership, management and operation of any gaming venture;

                    (iii) to employ, engage, indemnify or contract with or
          dismiss from employment or engagement Persons to the extent deemed
          necessary or appropriate by the General Partner for the operation and
          management of the Partnership's business, including but not limited to
          contractors, subcontractors, engineers, architects, surveyors,
          mechanics, consultants, accountants, attorneys, insurance brokers and
          others;


                                      -33-
<PAGE>

                    (iv) to enter into contracts on behalf of the Partnership,
          and to cause all General Partner Expenses to be paid;

                    (v) to borrow or loan money, obtain or make loans and
          advances from and to any Person for Partnership purposes and to apply
          for and secure from or accept and grant to any Person credit or
          accommodations; to contract liabilities and obligations (including
          interest rate swaps, caps and hedges) of every kind and nature with or
          without security; and to repay, collect, discharge, settle, adjust,
          compromise or liquidate any such loan, advance, obligation or
          liability;

                    (vi) to grant security interests, mortgage, assign, deposit,
          deliver, enter into sale and leaseback arrangements or otherwise give
          as security or as additional or substitute security or for sale or
          other disposition any and all Partnership property, tangible or
          intangible, including, but not limited to, personal property and real
          estate and interests in land trusts, and to make substitutions
          thereof, and to receive any proceeds thereof upon the release or
          surrender thereof; to sign, execute and deliver any and all
          assignments, deeds, bills of sale and contracts and instruments in
          writing; to authorize, give, make, procure, accept and receive moneys,
          payments, property notices, demands, protests and authorize and
          execute waivers of every kind and nature; to enter into, make,
          execute, deliver and receive agreements, undertakings and instruments
          of every kind and nature; and generally to do any and all other acts
          and things incidental to any of the foregoing or with reference to any
          dealings or transactions which the General Partner may deem necessary,
          proper or advisable to effect or accomplish any of the foregoing or to
          carry out the business and purposes of the Partnership;

                    (vii) to acquire and enter into any contract of insurance
          (including, without limitation, general partner liability and
          partnership reimbursement insurance policies) which the General
          Partner may deem necessary or appropriate;

                    (viii) to conduct any and all banking transactions on behalf
          of the Partnership; to adjust and settle checking, savings and other
          accounts with such institutions as the General Partner shall deem
          appropriate; to draw, sign, execute, accept, endorse, guarantee,
          deliver, receive and pay any checks, drafts, bills of exchange,
          acceptances, notes, obligations, undertakings and other instruments
          for or relating to the payment of money in, into or from any account
          in 


                                      -34-
<PAGE>

          the Partnership's name; to make deposits into and withdrawals from the
          Partnership's bank accounts and to negotiate or discount commercial
          paper, acceptances, negotiable instruments, bills of exchange and
          dollar drafts;

                    (ix) to demand, sue for, receive and otherwise take steps to
          collect or recover all debts, rents, proceeds, interests, dividends,
          goods, chattels, income from property, damages and all other property,
          to which the Partnership may be entitled or which are or may become
          due the Partnership from any Person; to commence, prosecute or
          enforce, or to defend, answer or oppose, contest and abandon all legal
          proceedings in which the Partnership is or may hereafter be
          interested; and to settle, compromise or submit to arbitration any
          accounts, debts, claims, disputes and matters which may arise between
          the Partnership and any other Person and to grant an extension of time
          for the payment or satisfaction thereof on any terms, with or without
          security;

                    (x) to acquire interests in and contribute money or property
          to any limited or general partnerships, joint ventures, Subsidiaries
          or other Entities as the General Partner deems desirable and to
          conduct the Partnership's business through such Entities;

                    (xi) to maintain or cause to be maintained the Partnership's
          books and records;

                    (xii) to prepare and deliver, or cause to be prepared and
          delivered, all financial and other reports with respect to the
          operations of the Partnership, and preparation and filing of all tax
          returns and reports;

                    (xiii) to do all things which are necessary or advisable for
          the protection and preservation of the Partnership's business and
          assets, and to execute and deliver such further instruments and
          undertake such further acts as may be necessary or desirable to carry
          out the intent and purposes of this Agreement and as are not
          inconsistent with the terms hereof; and

                    (xiv) in general, to exercise all of the general rights,
          privileges and powers permitted to be had and exercised under the Act.

               (b) Except as otherwise provided in this Agreement, to the extent
     the duties of the General Partner require expenditures of funds to be paid
     to third parties, the General Partner shall not have any obligations
     hereunder except to the extent that Partnership funds are reasonably


                                      -35-
<PAGE>

     available to it for the performance of such duties, and nothing herein
     contained shall be deemed to require the General Partner, in its capacity
     as such, to expend its individual funds for payment to third parties or to
     undertake any specific liability or litigation on behalf of the
     Partnership.

               (c) Notwithstanding the provisions of Section 7.1(a), the
     Partnership shall not commingle its funds with those of any Affiliate or
     other Entity; funds and other assets of the Partnership shall be separately
     identified and segregated; all of the Partnership's assets shall at all
     times be held by or on behalf of the Partnership, and, if held on behalf of
     the Partnership by another Entity, shall at all times be kept identifiable
     (in accordance with customary usages) as assets owned by the Partnership;
     and the Partnership shall maintain its own separate bank accounts, payroll
     and books of account.

               (d) Notwithstanding the provisions of Section 7.1(a), the
     Partnership shall pay from its own assets all obligations of any kind
     incurred by the Partnership.

          Section 7.2. Major Decisions. The General Partner shall not, without
the prior Consent of the Limited Partners undertake, on behalf of the
Partnership, any of the following actions at any time that the Limited Partners
(not including the General Partner) own in the aggregate more than ten percent
(10%) of the issued and outstanding Partnership Interests (the "Major
Decisions"):

               (a) make a general assignment for the benefit of creditors or
     appoint or acquiesce in the appointment of a custodian, receiver or trustee
     for all or any part of the assets of the Partnership;

               (b) institute any proceedings for Bankruptcy on behalf of the
     Partnership; or

               (c) dissolve the Partnership.

          Without the consent of all the Limited Partners, the General Partner
shall have no power to do any act in contravention of this Agreement or possess
any Partnership property for other than a Partnership purpose. In addition, the
General Partner shall have no power to do any act in contravention of applicable
law.

          Section 7.3. Reimbursement of the General Partner.

               (a) Except as provided in this Section 7.3 and elsewhere in this
     Agreement (including the provisions of Articles VI and VIII), the General
     Partner shall not receive 


                                      -36-
<PAGE>

     payments from, or be compensated for its services as general partner of,
     the Partnership.

               (b) The General Partner shall be reimbursed on a monthly basis,
     or such other basis as the General Partner may determine in its sole and
     absolute discretion, for all General Partner Expenses. The Partners agree
     that the General Partner Expenses shall be deemed to be incurred on behalf
     of the Partnership. The General Partner represents that, except as
     permitted by Section 7.4, its sole business is the ownership of direct and
     indirect interests in and operation of the Partnership and as such all of
     the General Partner Expenses will be incurred for the benefit of the
     Partnership.

          Section 7.4. Outside Activities of the General Partner. Without the
Consent of the Limited Partners, the General Partner shall not directly or
indirectly enter into or conduct any Outside Business Activity.

          Section 7.5. Contracts with Affiliates.

               (a) The Partnership may engage in transactions and enter into
     contracts with Affiliates which are on terms that are no less favorable to
     the Partnership than would be available at the time of such transaction or
     transactions in a comparable transaction in arm's-length dealings with an
     unaffiliated third party; provided that, the foregoing shall not limit any
     of the transactions relating to the Taj Mahal Merger Transaction or the
     Castle Acquisition.

               (b) Notwithstanding the foregoing:

                    (i) No compensation shall be paid directly or indirectly to
          the Initial Limited Partner by the Partnership or any of its
          Subsidiaries, except (A) as set forth in the Executive Agreement, as
          in effect on the date of this Agreement, (B) the Services Agreement
          between Plaza Associates and the Initial Limited Partner, as in effect
          on the date of this Agreement, (C) the Services Agreement between
          Castle Associates and TCI-II, as in effect on the date of this
          Agreement, or (D) with the approval of the Compensation Committee of
          the board of directors of the General Partner; and

                    (ii) The Partnership and its Subsidiaries shall not enter
          into any management, services, consulting or similar agreements with
          the Initial Limited Partner or any of his Affiliates, except (A) the
          Executive Agreement, as in effect on the date of this Agreement, (B)
          the Services Agreement between Plaza Associates and the Initial
          Limited Partner, as in effect on the date of this Agreement, (C) the
          Services Agreement between Castle Associates and TCI-II, as in 


                                      -37-
<PAGE>

          effect on the date of this Agreement, or (D) employment agreements in
          the ordinary course of business, consistent with industry practice,
          which are approved by the Compensation Committee of the board of
          directors of the General Partner.

          Section 7.6. Title to Partnership Assets. Title to Partnership assets,
whether real, personal or mixed and whether tangible or intangible, shall be
deemed to be owned by the Partnership as an Entity, and no Partner, individually
or collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership, the General Partner or one or more nominees, as
the General Partner may determine, including Affiliates of the General Partner.
The General Partner hereby acknowledges and confirms that any Partnership assets
for which legal title is held in the name of the General Partner or any nominee
or Affiliate of the General Partner shall be held by the General Partner for the
use and benefit of the Partnership in accordance with the provisions of this
Agreement; provided, however, that the General Partner shall use its best
efforts to cause beneficial and record title to such assets to be vested in the
Partnership as soon as reasonably practicable. All Partnership assets shall be
recorded as the property of the Partnership in its books and records,
irrespective of the name in which legal title to such Partnership assets is
held.

          Section 7.7. Reliance by Third Parties. Notwithstanding anything to
the contrary in this Agreement, any Person dealing with the Partnership shall be
entitled to assume that the General Partner has full power and authority to
encumber, sell or otherwise use in any manner any and all assets of the
Partnership and to enter into any contracts on behalf of the Partnership, and
such Person shall be entitled to deal with the General Partner as if it were the
Partnership's sole party in interest, both legally and beneficially. In no event
shall any Person dealing with the General Partner or its representatives be
obligated to ascertain that the terms of this Agreement have been complied with
or to inquire into the necessity or expedience of any act or action of the
General Partner or its representatives. Each and every certificate, document or
other instrument executed on behalf of the Partnership by the General Partner
shall be conclusive evidence in favor of any and every Person relying thereon or
claiming thereunder that (i) at the time of the execution and delivery of such
certificate, document or instrument, this Agreement was in full force and
effect, (ii) the Person executing and delivering such certificate, document or
instrument was duly authorized and empowered to do so for and on behalf of the
Partnership and (iii) such certificate, document or instrument was duly executed
and delivered in accordance with the terms and provisions of this Agreement and
is binding upon the Partnership.


                                      -38-
<PAGE>

          Section 7.8. Liability of the General Partner.

               (a) Notwithstanding anything to the contrary set forth in this
     Agreement, the General Partner shall not be liable for monetary or other
     damages to the Partnership, any of the Partners or any assignee of any
     interest of any Partner for losses sustained or liabilities incurred as a
     result of errors in judgment or of any act or omission if the General
     Partner acted in good faith without fraud, gross negligence, willful
     misconduct or a breach of the General Partner's fiduciary duties to the
     Limited Partners. The General Partner shall not be obligated to make any
     additional payments from its own funds or Capital Contributions for the
     purpose of returning any capital of the Limited Partners.

               (b) Subject to its obligations and duties as General Partner set
     forth in Section 7.1 hereof, the General Partner may exercise any of the
     powers granted to it by this Agreement and perform any of the duties
     imposed upon it hereunder either directly or by or through its agents. The
     General Partner shall not be responsible for any act of any such agent
     appointed by it in good faith and without gross negligence including,
     without limitation, any willful misconduct or gross negligence on the part
     of any such agent.

          Section 7.9. Officers of the Partnership. The Partnership shall have
such officers, if any, as the General Partner from time to time may in its
discretion elect or appoint. The Partnership may also have such agents, if any,
as the General Partner from time to time may in its discretion choose. Each
officer shall have such duties and powers as are commonly incident to his or her
office and such additional duties and powers as the General Partner may from
time to time designate. Each officer and agent shall retain his or her authority
at the pleasure of the General Partner.

          Section 7.10. Covenants of THCR Regarding the Issuance of New
Securities. THCR hereby covenants and agrees that so long as it is a General
Partner:

               (a) THCR shall not issue any additional shares of Class B Stock,
     except to the Initial Limited Partner and his Permitted Holders.

               (b) THCR shall not issue any additional New Securities, other
     than pro rata to all holders of Common Stock unless (x) the General Partner
     shall cause the Partnership to issue to THCR (or, in the absence of such
     issuance, there shall be deemed to have been issued to THCR) Additional
     Partnership Interests, as provided in Section 4.2(b)(i) and (y) THCR
     contributes the gross proceeds (net of any Issuance Costs not paid by the
     Partnership, which 


                                      -39-
<PAGE>

     Issuance Costs shall be deemed to have been contributed to the Partnership
     as a Capital Contribution for purposes of Section 4.3), if any, from the
     issuance of such New Securities and from the exercise of rights contained
     in such New Securities to the Partnership.

               (c) In connection with any issuance of New Securities pursuant to
     paragraph (b) of this Section 7.10, THCR shall make a Capital Contribution
     to the Partnership of the gross proceeds (net of any Issuance Costs not
     paid by the Partnership) raised in connection with such issuance (and any
     proceeds paid upon conversion or exchange of the New Securities) and the
     Partnership shall, as agent for THCR, simultaneously pay the Issuance Costs
     to the extent included in General Partner Expenses, and credit such
     contribution to the capital account of THCR.

          Section 7.11. Other Matters Concerning the General Partner.

               (a) The General Partner may rely and shall be protected in acting
     or refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, or other document reasonably believed by it to
     be genuine and to have been signed or presented by the proper party or
     parties.

               (b) The General Partner may consult with legal counsel,
     accountants, appraisers, management consultants, investment bankers and
     other consultants and advisers selected by it, and any act taken or omitted
     to be taken in reliance upon the advice or opinion of such Persons as to
     matters which the General Partner reasonably believes to be within such
     Person's professional or expert competence and in accordance with such
     advice or opinion shall be prima facie evidence that such actions have been
     done or omitted in good faith.

               (c) The General Partner shall have the right, in respect of any
     of its powers or obligations hereunder, to act through any of its duly
     authorized officers and any attorney or attorneys-in-fact duly appointed by
     the General Partner. Each such attorney shall, to the extent provided by
     the General Partner in the power of attorney, have full power and authority
     to do and perform all and every act and duty which is permitted or required
     to be done by the General Partner hereunder.


                                      -40-
<PAGE>

                                  ARTICLE VIII.

                     DISSOLUTION, LIQUIDATION AND WINDING-UP

          Section 8.1. Accounting. In the event of the dissolution, liquidation
and winding-up of the Partnership, a proper accounting shall be made of the
Capital Account of each Partner and of the Net Income or Net Loss of the
Partnership from the date of the last previous accounting to the date of
dissolution.

          Section 8.2. Distribution on Dissolution. In the event of the
dissolution and liquidation of the Partnership for any reason, the assets of the
Partnership shall be liquidated for distribution in the following rank and
order:

               (a) Payment of creditors of the Partnership, including creditors
     who are Partners or former Partners;

               (b) Establishment of reserves as provided by the Liquidating
     Trustee to provide for contingent liabilities, if any; and

               (c) To the Partners in accordance with the positive balances in
     their Capital Accounts after giving effect to all contributions,
     distributions and allocations for all periods.

Whenever the Liquidating Trustee reasonably determines that any reserves
established pursuant to paragraph (b) above are in excess of the reasonable
requirements of the Partnership, the amount determined to be excess shall be
distributed to the Partners in accordance with the provisions of this Section
8.2.

          Section 8.3. Timing Requirements.

               (a) In the event that the Partnership is "liquidated" within the
     meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, any and all
     distributions to the Partners pursuant to Section 8.2(c) hereof shall be
     made no later than the later to occur of (i) the last day of the taxable
     year of the Partnership in which such liquidation occurs or (ii) ninety
     (90) days after the date of such liquidation.

               (b) Notwithstanding the provisions of Section 8.2 hereof which
     require liquidation of the assets of the Partnership, but subject to the
     order of priorities set forth therein, if prior to or upon dissolution of
     the Partnership the Liquidating Trustee determines that an immediate sale
     of part or all of the Partnership's assets would be impractical or would
     cause undue loss to the Partners, the Liquidating Trustee may, in its sole
     and absolute discretion, defer for a reasonable time the 


                                      -41-
<PAGE>

     liquidation of any assets except those necessary to satisfy liabilities of
     the Partnership (including to those Partners which are creditors of the
     Partnership) and/or, with the Consent of the Limited Partners, distribute
     to the Partners, in lieu of cash, as tenants in common and in accordance
     with the provisions of Section 8.2 hereof, undivided interests in such
     Partnership assets as the Liquidating Trustee deems not suitable for
     liquidation. Any such distributions in kind shall be made only if, in the
     good faith judgment of the Liquidating Trustee, such distributions in kind
     are in the best interest of the Partners, and shall be subject to such
     conditions relating to the disposition and management of such properties as
     the Liquidating Trustee deems reasonable and equitable and to any
     agreements governing the operation of such properties at such time. The
     Liquidating Trustee shall determine the fair market value of any property
     distributed in kind using such reasonable method of valuation as it may
     adopt.

          Section 8.4. Documentation of Liquidation. Upon the completion of the
dissolution and liquidation of the Partnership, the Partnership shall terminate
and the Liquidating Trustee shall have the authority to execute and record any
and all documents or instruments required to effect the dissolution, liquidation
and termination of the Partnership.

          Section 8.5. Dissolution. The Partnership shall be dissolved upon the
occurrence of any of the following events:

               (a) the dissolution, liquidation, termination, withdrawal, death,
     insanity, retirement or Bankruptcy of the last remaining General Partner or
     other event causing dissolution under the Act;

               (b) the election to dissolve the Partnership made in writing by
     the General Partner with the Consent of the Limited Partners;

               (c) the sale or other disposition of all or substantially all of
     the assets of the Partnership unless the General Partner elects to continue
     the Partnership business for the purpose of the receipt and the collection
     of indebtedness or the collection of any other consideration to be received
     in exchange for the assets of the Partnership (which activities shall be
     deemed to be part of the winding up of the affairs of the Partnership); or

               (d) the entry of a decree of judicial dissolution of the
     Partnership pursuant to the provisions of the Act, which decree is final
     and not subject to appeal.

            Following an event causing a dissolution of the Partnership, the
Partnership shall be wound-up and terminated 


                                      -42-
<PAGE>

unless the business of the Partnership is continued by the Partnership in
reconstituted form pursuant to Section 8.6.

          Section 8.6. Continuation of the Partnership. The Partners hereby
waive their right of partition and agree, that except as provided in Section
9.7, they shall not do anything that would terminate the Partnership prior to
the expiration of its term without the prior Consent of the Limited Partners.
Upon the bankruptcy, dissolution, liquidation, withdrawal, death, retirement or
insanity of any General Partner (a "Disabling Event"), or any other event of
dissolution under the Act, within 90 days thereafter, all of the remaining
Partners (or, to the extent permitted under the Act, such lesser number or
percentage of the Partners, but in no event less than a majority-in-interest of
the remaining Partners) may (a) elect to reconstitute the Partnership and
continue its business, and (b) in the case of an event as a result of which
there is no longer a party serving as general partner of the Partnership, select
a substitute General Partner, which substitute General Partner accepts such
election and agrees to serve as General Partner. Such successor General Partner
shall thereupon succeed to the rights and obligations of the General Partner as
provided in Section 9.1. A General Partner which has suffered a Disabling Event
shall automatically be converted to a Limited Partner having none of the voting
rights or privileges provided hereunder for the election to reconstitute the
Partnership as provided above.

                                   ARTICLE IX.

                TRANSFER AND REDEMPTION OF PARTNERSHIP INTERESTS;
                             CERTAIN CONSENT RIGHTS

          Section 9.1. General Partner Transfer.

               (a) Except as set forth in Section 9.7, during such time as the
     Limited Partners (not including the General Partner) own in the aggregate
     more than ten percent (10%) of the issued and outstanding Partnership
     Interests, the General Partner shall not withdraw from the Partnership and
     shall not Transfer all or any portion of its interest in the Partnership
     without the Consent of the Limited Partners.

               (b) Upon any Transfer of a Partnership Interest by the General
     Partner in accordance with the provisions of this Section 9.1 (other than
     in connection with the granting of a Lien), the transferee General Partner
     shall become vested with the powers and rights of the transferor General
     Partner, and shall be liable for all obligations and responsible for all
     duties of the General Partner, once such transferee has executed such
     instruments as may be necessary to effectuate such admission and to confirm
     the agreement of such transferee to be bound by all the terms and
     provisions of this Agreement with respect to the Partnership Interest 


                                      -43-
<PAGE>

     so acquired. It shall be a further condition to any Transfer otherwise
     permitted hereunder (other than in connection with the granting of a Lien)
     that the transferee assumes by express agreement (or pursuant to a
     statutory merger or consolidation wherein all obligations and liabilities
     of the General Partner are assumed by a successor corporation by operation
     of law) all of the obligations of the transferor General Partner under this
     Agreement with respect to such transferred Partnership Interest and no such
     Transfer (other than pursuant to a statutory merger or consolidation
     wherein all obligations and liabilities of the transferor General Partner
     are assumed by a successor corporation by operation of law) shall relieve
     the transferor General Partner of its obligations under this Agreement
     without the Consent of the Limited Partners. In connection with any such
     permitted Transfer (other than in connection with the granting of a Lien),
     the successor General Partner shall be deemed admitted as such immediately
     prior to the effective time of the Transfer from the transferor General
     Partner and shall continue the business of the Partnership without
     dissolution.

               (c) If the General Partner withdraws or retires from the
     Partnership, in violation of this Agreement, (i) any remaining general
     partner may continue the Partnership business or (ii) within 90 days
     thereafter, all of the remaining Partners (or, to the extent permitted
     under the Act, such lesser number or percentage of the Partners, but in no
     event less than a majority-in-interest of the remaining Partners) may elect
     to continue the Partnership business pursuant to Section 8.6.

          Section 9.2. Transfers by Limited Partners.

               (a) No Limited Partner shall have the right, directly or
     indirectly, to Transfer all or any part of its Partnership Interest to any
     Person without the prior written consent of the General Partner, including
     a majority of the Special Committee, which consent shall not be
     unreasonably withheld or delayed; provided, however, that no such consent
     shall be required for (i) a Transfer of Partnership Interests pursuant to
     Article XII hereof, (ii) a Transfer of Partnership Interests to a Permitted
     Holder, (iii) the subjecting of a Limited Partnership Interest to a
     Permitted Limited Partnership Interest Lien or (iv) the subsequent
     foreclosure on such a Permitted Limited Partnership Interest Lien.

               (b) It shall be a further condition to any Transfer (other than
     the granting of a Permitted Limited Partnership Interest Lien) otherwise
     permitted hereunder (including upon the foreclosure of any Lien) that the
     transferee assume by operation of law or express agreement 


                                      -44-
<PAGE>

     all of the obligations of the transferor Limited Partner under this
     Agreement (including, without limitation, under Article IX) with respect to
     such transferred Partnership Interest and no such Transfer (other than
     pursuant to a statutory merger or consolidation wherein all obligations and
     liabilities of the transferor Partner are assumed by a successor
     corporation by operation of law) shall relieve the transferor Partner of
     its obligations under this Agreement without the approval of the General
     Partner, in its reasonable discretion (it being understood that, without
     limiting the generality of Section 9.5, a transferor Partner shall be
     deemed relieved from such obligations, without the necessity of any such
     approval, in respect of Partnership Interests transferred to the General
     Partner pursuant to Article XII hereof). Upon such Transfer, the transferee
     shall, subject to Section 9.2(d), be admitted as a substituted Limited
     Partner and shall succeed to all of the rights, including rights with
     respect to Article XII hereof, of the transferor Limited Partner under this
     Agreement in the place and stead of such transferor Limited Partner (which
     succession, in the event of a pledge, may be entered into and become
     effective at the time of foreclosure or other realization of such pledge).
     Any transferee, whether or not admitted as a substituted Limited Partner,
     shall succeed to the obligations of the transferor hereunder (unless such
     transfer is a pledge, encumbrance, hypothecation or mortgage or except as
     otherwise provided herein). Unless admitted as a Limited Partner pursuant
     to, and in accordance with, the terms hereof, no transferee, whether by a
     voluntary Transfer, by operation of law or otherwise, shall have rights
     hereunder, other than (i) to receive such portion of the distributions made
     by the Partnership as are allocable to the Percentage Interest transferred
     and (ii) under Article XII hereof.

               (c) In addition to any other restrictions on transfer provided
     herein, no Partnership Interest of a Limited Partner shall be transferable
     unless the General Partner has determined by written notification (a
     "Transfer Determination") to the transferring Limited Partner, which
     Transfer Determination shall not be unreasonably withheld and shall be
     deemed given if not refused within ten Business Days of the notice to the
     Partnership of a proposed transfer; provided that, the proposed transferor
     and transferee have promptly responded in writing to the reasonable
     requests, if any, of the General Partner for additional information
     sufficient for the General Partner to determine the matters set forth in
     this Section 9.2(c), that either (i) such transfer will not cause (x) any
     lender to the Partnership to hold in excess of ten (10) percent of the
     aggregate Partnership Interests or any other percentage of the Partnership
     Interest that would, pursuant to the Regulations under Section 752 of the
     Code or any successor provision, cause a loan by such lender to constitute
     Partner 


                                      -45-
<PAGE>

     Nonrecourse Debt, (y) a transfer of a Partnership Interest the value of
     which would have been less than $20,000 when issued, or (z) a prohibited
     transaction (as defined in section 4975(c) of the Code or Section 406 of
     ERISA) to occur, or the Partnership to become, with respect to any employee
     benefit plan subject to Title 1 of ERISA, a "party in interest" (as defined
     in Section 3(14) of ERISA) or a "disqualified person" (as defined in
     Section 4975(e)(2) of the Code), or the Partnership to be deemed to hold
     "plan assets" (as defined in regulations promulgated by the Department of
     Labor) of any employee benefit plan subject to Title I of ERISA, or (ii)
     the General Partner has determined to waive one or more of such
     requirements as of the date of this Agreement, and may, after the date of
     this Agreement, waive one or more of such requirements in its reasonable
     discretion after having determined that the transfer will not materially
     adversely affect the Partnership, its assets or any Partner, or constitute
     a violation of law.

               (d) Any transferee of the interest of a Limited Partner pursuant
     to this Section 9.2 shall, upon the written request of such transferee and
     the transferring Limited Partner and the consent of the General Partner,
     including a majority of the Special Committee, which consent shall not be
     unreasonably withheld or delayed, be admitted as a Limited Partner under
     this Article IX, and the transferring Limited Partner shall, if all of its
     Partnership Interests have been Transferred, withdraw from the Partnership.
     The Partnership shall not be required in any way to determine the validity
     of any written instrument referred to in the immediately preceding
     sentence, and shall be authorized to rely upon any such written instrument
     signed by the necessary parties.

               (e) Any permitted transferee under Section 9.2 who is not
     admitted as a substituted Limited Partner in accordance with this Article
     IX (including, without limitation, Sections 9.2(b) and 9.2(d)) shall be
     considered an assignee for purposes of this Agreement. An assignee shall be
     deemed to have had assigned to it, and shall be entitled to receive,
     distributions from the Partnership and the share of Net Income, Net Losses,
     and any other items of income, gain, loss, deduction and credit of the
     Partnership and rights attributable to the Partnership Interests assigned
     to such transferee, and shall have the rights of the transferor under
     Article XII hereof, but shall not be deemed to be a holder of Partnership
     Interests for any other purpose under this Agreement, and shall not be
     entitled to vote such Partnership Interests in any matter presented to the
     Limited Partners for a vote or consent. In the event any such transferee
     desires to make a further assignment of any such Partnership Interests,
     such transferee shall be subject to all the provisions of this Article IX
     to the same 


                                      -46-
<PAGE>

     extent and in the same manner as any Limited Partner desiring to make an
     assignment of Partnership Interests.

               (f) The Limited Partners acknowledge that the Partnership
     Interests have not been registered under any federal or state securities
     laws and, as a result thereof, they may not be sold or otherwise
     transferred, except in compliance with such laws. Notwithstanding anything
     to the contrary contained in this Agreement, no Partnership Interest may be
     sold or otherwise transferred unless such transfer is exempt from
     registration under any applicable securities laws or such transfer is
     registered under such laws, it being acknowledged that the Partnership has
     no obligation to take any action which would cause any such Partnership
     Interests to be registered.

               (g) Any transferee of ownership of the Partnership Interests
     originally held by the Initial Limited Partner shall have the right to
     purchase from the transferor of such Partnership Interests a pro rata
     portion of the Class B Stock held by such transferor at a purchase price
     equal to its par value.

          Section 9.3. Certain Additional Restrictions on Transfer. In addition
to any other restrictions on Transfer herein contained, in no event may any
Transfer of a Partnership Interest by any Partner be made (i) to any person or
Entity that lacks the legal right, power or capacity to own a Partnership
Interest; (ii) if such Transfer would cause a termination of the Partnership for
federal income tax purposes, except with the Consent of the Limited Partners,
subject to the provisions of Section 9.7; (iii) if such Transfer would, in the
opinion of counsel to the Partnership, cause the Partnership to cease to be
classified as a partnership for Federal income tax purposes; (iv) if such
Transfer is effectuated through an "established securities market" or a
"secondary market (or the substantial equivalent thereof)" within the meaning of
Section 7704(b) of the Code; (v) if such Transfer would cause the Partnership to
become, with respect to any employee benefit plan subject to Title 1 of ERISA, a
"party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified
person" (as defined in Section 4975(e)(2) of the Code); (vi) in violation of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; or (vii) if such transfer
would, in the opinion of counsel to the Partnership, cause any portion of the
assets of the Partnership to constitute assets of any employee benefit plan
pursuant to Department of Labor Regulations Section 2510.3-101.

          Section 9.4. Effective Dates of Transfers.

               (a) Transfers pursuant to this Article IX may be made on any day,
     but for purposes of this Agreement, the effective date of any such Transfer
     shall be (i) the first day of the month in which such Transfer occurred if
     such 


                                      -47-
<PAGE>

     Transfer occurred on or prior to the fifteenth calendar day of a month, or
     (ii) the first day of the month immediately following the month in which
     such transfer occurred, if such Transfer occurred after the fifteenth
     calendar day of a month, or such other date determined by the General
     Partner pursuant to such convention as may be administratively feasible and
     consistent with applicable law.

               (b) If any Partnership Interest is Transferred (other than the
     granting of a Permitted Limited Partnership Interest Lien) in compliance
     with the provisions of this Article IX, on any day other than the first day
     of a calendar year, then Net Income, Net Loss, each item thereof and all
     other items attributable to such Partnership Interest for such year shall
     be allocated to the transferor Partner, or the redeemed or selling
     Partners, as the case may be, and, in the case of a Transfer other than a
     redemption or the granting of a Permitted Limited Partnership Interest
     Lien, to the transferee Partner, by taking into account their varying
     interests during such year in accordance with Section 706(d) of the Code,
     using the interim closing of the books method. Solely for purposes of
     making such allocations, each of such items for the calendar month in which
     the effective date of a Transfer (other than the granting of a Lien) occurs
     shall be allocated to the transferor or transferee Partner as provided in
     Section 9.4(a), and for purposes of Section 9.4(a), the transferee shall be
     the owner of the Partnership Interest at the close of business on any day
     on which a Transfer takes place.

          Section 9.5. Transfer.

               (a) The term "Transfer," when used in this Article IX with
     respect to a Partnership Interest, shall be deemed to refer to a
     transaction by which a Partner purports to assign its Partnership Interest
     or any portion thereof to another Person, and includes a sale, assignment,
     gift, pledge, encumbrance, hypothecation, mortgage, exchange, granting of a
     Lien or any other disposition by law or otherwise; provided, however, that
     the term "Transfer", when used in this Article IX (except when such term is
     used in Section 9.4) does not include any acquisition of Partnership
     Interests from a Limited Partner by the General Partner or the Partnership
     pursuant to Article XII.

               (b) The Limited Partner has consented, in Section 4.1, to certain
     issuances of Partnership Interests, and the foregoing provisions of this
     Article IX, to the extent that they would, but for such Section or this
     subsection (b), be applicable to such Transfers, are hereby deemed
     satisfied or waived.


                                      -48-
<PAGE>

               (c) The General Partner is hereby authorized on behalf of each of
     the Partners to amend this Agreement (including the schedules hereto) to
     reflect the admission of any transferee of a Partnership Interest as a
     substituted Limited Partner in accordance with the provisions of this
     Article IX.

               (d) No Partnership Interest shall be Transferred, in whole or in
     part, except in accordance with the terms and conditions set forth in this
     Article IX. Any Transfer or purported Transfer of a Partnership Interest
     not made in accordance with this Article IX shall be null and void.

          Section 9.6. Redemption of Partnership Interest. The Partnership shall
not redeem, repurchase, or otherwise acquire Partnership Interests from the
Partners, except (i) for redemptions of Partnership Interests pro rata based on
the Partners' Percentage Interests, (ii) for redemptions of Partnership
Interests as provided in Article XV, and (iii) with the Consent of the Limited
Partners.

          Section 9.7. Certain Consent Rights. Notwithstanding any other
provision of this Agreement to the contrary, (A) the General Partner shall have
the right to enter into, effect, and/or consummate, and, (B) the Limited
Partners, as such, shall not have the right to approve, consent, or vote with
respect to: (x) any merger, consolidation, combination, sale of all or
substantially all of the assets or stock of the General Partner, the sale of all
of the General Partner's interest in the Partnership, or any similar
transaction, which, in the case of this clause (x), if and only to the extent
required by applicable law, has been approved by the stockholders of the General
Partner, or (y) any merger, consolidation, combination, sale of all or
substantially all of the assets of the Partnership, or any similar transaction,
which in the case of this clause (y) has been approved by the stockholders of
the General Partner; provided, however, that if any transaction is determined to
be described in both clauses (x) and (y) immediately above, the imposition of
any requirement that the stockholders of the General Partnership approve such
transaction shall be governed solely by clause (x) and not by clause (y).

                                   ARTICLE X.

                 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

          Section 10.1. No Participation in Management. No Limited Partner, in
its capacity as such, shall take part in the management of the Partnership's
business, transact any business in the Partnership's name or have the power to
sign documents for or otherwise bind the Partnership. Any rights expressly
granted to the Limited Partners in this Agreement shall not be deemed to 


                                      -49-
<PAGE>

be rights relating to the management of the Partnership's business.

          Section 10.2. Bankruptcy of a Limited Partner. The Bankruptcy of any
Limited Partner shall not cause a dissolution of the Partnership, but the rights
of such Limited Partner to share in the Net Profits or Net Losses of the
Partnership and to receive distributions of Partnership funds shall, on the
happening of such event, devolve on its successors or assigns, subject to the
terms and conditions of this Agreement, and the Partnership shall continue as a
limited partnership. In no event, however, shall such assignee(s) become a
substituted Limited Partner except in accordance with Article IX hereof.

          Section 10.3. No Withdrawal. No Limited Partner may withdraw from the
Partnership without the prior written consent of the General Partner, other than
as provided in Article IX of this Agreement; provided that, the foregoing
provisions of this Section 10.3 shall not apply to a withdrawal from the
Partnership upon a Transfer pursuant to Article XII hereof, such withdrawal to
be effective immediately without any requirement for consent thereto by the
General Partner.

          Section 10.4. Conflicts. The Partners recognize that the Limited
Partners and their Affiliates have or may have other business interests,
activities and investments, some of which may be in conflict or competition with
the business of the Partnership, and that such Persons are entitled to carry on
such other business interests, activities and investments. Without limiting the
foregoing in deciding whether to take any actions in such capacity, such Limited
Partners and their Affiliates shall be under no obligation to consider the
separate interests of the Partnership and shall have no fiduciary obligations to
the Partnership and shall not be liable for monetary damages for losses
sustained, liabilities incurred or benefits not derived by the other Partners in
connection with such actions. The Limited Partners and their Affiliates may
engage in or possess an interest in any other business or venture of any kind,
independently or with others, on their own behalf or on behalf of other entities
with which they are affiliated or associated, and such persons may engage in any
activities, whether or not competitive with the Partnership, without any
obligation to offer any interest in such activities to the Partnership or to any
Partner. Neither the Partnership nor any Partner shall have any right, by virtue
of this Agreement, in or to such activities, or the income or profits derived
therefrom, and the pursuit of such activities, even if competitive with the
business of the Partnership, shall not be deemed wrongful or improper.
Notwithstanding the foregoing, (i) the provisions of this Section 10.4 shall not
negate or impair any other agreement between one or more of the Limited Partners
and the General Partner, the Partnership, or any of their respective
Subsidiaries, and (ii) in conducting an Outside Business Activity, a Limited
Partner will to the best of its ability and consistent with its fiduciary duty


                                      -50-
<PAGE>

to such Outside Business Activity, conduct such Outside Business Activity in a
commercially reasonable manner so that on an annual overall basis the
Partnership is not discriminated against.

          Section 10.5. Provision of Information.

               (a) Annual and Periodic Reports.

                    (i) Annual Statement. The General Partner shall, as soon as
          practicable, but in no event later than 105 days after the close of
          each fiscal year, cause to be furnished to each Partner Audited
          Financial Statements for the Partnership, or of the General Partner if
          such statements are prepared solely on a consolidated basis with the
          General Partner, for the immediately preceding fiscal year of the
          Partnership.

                    (ii) Quarterly Reports. The General Partner shall, as soon
          as available and, in any event, within 45 days after the end of each
          of the first three fiscal quarters of the Partnership's fiscal year,
          furnish to each Partner the internally prepared unaudited combined
          balance sheet of the Partnership and its combined Subsidiaries as of
          the end of such quarter and the combined statements of profit and
          loss, partners' capital and cash flow for such quarter and for the
          portion of the fiscal year then ending (all in reasonable detail),
          accompanied by a certificate of the General Partner or of the chief
          financial officer of the Partnership to the effect that, except for
          the lack of required footnotes, such balance sheets and statements
          have been properly prepared in accordance with GAAP and fairly present
          the financial condition of the Partnership and its combined
          Subsidiaries as of the date thereof and the results of their
          operations for the period covered thereby, subject only to normal
          year-end audit adjustments. In lieu of the foregoing, the General
          Partner may furnish to each Partner a copy of the Partnership's
          quarterly report on Form 10-Q, if the Partnership is then obligated to
          file such report with the SEC pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934, as amended.

               (b) In addition to other rights provided by this Agreement or by
     the Act, each Limited Partner shall have the right, for a purpose
     reasonably related to such Limited Partner's interest as a limited partner
     in the Partnership (the interests of a lender to such Limited Partner
     having a Permitted Limited Partnership Interest Lien on its Partnership
     Interests being so related), upon written demand with a statement of the
     purpose of such demand:

                    (i) to obtain a copy of the most recent annual and quarterly
          reports and current reports on 


                                      -51-
<PAGE>

          Form 8-K filed with the SEC by the General Partner pursuant to the
          Securities Exchange Act of 1934, as amended;

                    (ii) to obtain a copy of the Partnership's federal, state
          and local income tax returns for each fiscal year of the Partnership;

                    (iii) to obtain a current list of the name and last known
          business, residence or mailing address of each Partner;

                    (iv) to obtain a copy of this Agreement and the Certificate
          and all amendments thereto, together with executed copies of all
          powers of attorney pursuant to which this Agreement, the Certificate
          and all amendments thereto have been executed; and

                    (v) such other information regarding the business, affairs
          and condition, financial or otherwise, of the Partnership and its
          Subsidiaries as such Partner may reasonably request.

               (c) Notwithstanding any other provision of this Section 10.5, the
     General Partner may keep confidential from the Limited Partners, for such
     period of time as the General Partner determines in its sole and absolute
     discretion to be reasonable, any information that the Partnership is
     required by law or by agreements with an unaffiliated third party to keep
     confidential.

          Section 10.6. Limited Partner Representative. The Initial Limited
Partner is hereby appointed as the Limited Partner Representative. A
Majority-in-Interest of the Limited Partners shall have the right, at any time,
within their sole discretion, to replace the Limited Partner Representative, or
to appoint a temporary substitute to act for a Limited Partner Representative
unable to act. Any appointment of a Limited Partner Representative made
hereunder shall remain effective until rescinded in a writing delivered to the
General Partner via certified mail, registered overnight express mail or
telecopy, and the General Partner shall have the right and authority to rely
(and shall be fully protected in so doing) on the actions taken and directions
given by such Limited Partner Representative, without any further evidence of
their authority or further action by the Limited Partners. The General Partner
shall send copies of all notices received by it pursuant to Section 5.6 to each
Limited Partner requesting the same.

          Section 10.7. Power of Attorney.

               (a) Each Limited Partner constitutes and appoints the General
     Partner, any Liquidating Trustee and authorized officers and
     attorneys-in-fact of each, and each of those 


                                      -52-
<PAGE>

     acting singly, in each case with full power of substitution, as its true
     and lawful agent and attorney-in-fact, with full power and authority in its
     name, place and stead to: execute, swear to, acknowledge, deliver, file and
     record in the appropriate public offices (i) all certificates, documents
     and other instruments (including, without limitation, this Agreement and
     the Certificate and all amendments or restatements thereof) that the
     General Partner or the Liquidating Trustee deems appropriate or necessary
     to form, qualify or continue the existence or qualification of the
     Partnership as a limited partnership (or a partnership in which the limited
     partners have limited liability) in the State of Delaware and in all other
     jurisdictions in which the Partnership may conduct business or own
     property; (ii) all instruments that the General Partner deems appropriate
     or necessary to reflect any amendment, change, modification or restatement
     of this Agreement in accordance with its terms; (iii) all conveyances and
     other instruments or documents that the General Partner deems appropriate
     or necessary to reflect the dissolution and liquidation of the Partnership
     pursuant to the terms of this Agreement, including, without limitation, a
     certificate of cancellation; and (iv) all instruments relating to the
     admission, withdrawal, removal or substitution of any Partner pursuant to
     the provisions of this Agreement or the Capital Contribution of any
     Partner.

               (b) The foregoing power of attorney is irrevocable and a power
     coupled with an interest, in recognition of the fact that each of the
     Partners will be relying upon the power of the General Partner to act as
     contemplated by this Agreement in any filing or other action by it on
     behalf of the Partnership, and it shall survive the death or incompetency
     of a Limited Partner to the effect and extent permitted by law, subsequent
     incapacity of any Limited Partner and the transfer of all or any portion of
     such Limited Partner's Partnership Interests and shall extend to such
     Limited Partner's heirs, successors, assigns and personal representatives.

               (c) Nothing contained in this Section 10.7 shall be construed as
     authorizing the General Partner to amend this Agreement except in
     accordance with Article XIII hereof.


                                      -53-
<PAGE>

                                   ARTICLE XI.

                          INDEMNIFICATION; EXCULPATION

          Section 11.1. Indemnification.

               (a) To the fullest extent permitted by law, the Partnership shall
     and does hereby indemnify an Indemnitee from and against any and all
     losses, claims, damages, liabilities, joint or several, expenses (including
     reasonable legal fees and expenses), judgments, fines, settlements, and
     other amounts (collectively "Damages") arising from any and all claims,
     demands, actions, suits or proceedings, civil, criminal, administrative or
     investigative, that relate to the operations of the Partnership as set
     forth in this Agreement in which any Indemnitee may be involved, or is
     threatened to be involved, as a party or otherwise, unless it is
     established that: (i) the act or omission of the Indemnitee was material to
     the matter giving rise to the proceeding and was committed with fraud,
     gross negligence, willful misconduct or in breach of the General Partner's
     fiduciary duties to the Limited Partners; (ii) the Indemnitee actually
     received an improper personal benefit in money, property or services; or
     (iii) in the case of any criminal proceeding, the Indemnitee had reasonable
     cause to believe that the act or omission was unlawful. The termination of
     any proceeding by judgment, order or settlement shall not create a
     presumption that the Indemnitee did not meet the requisite standard of
     conduct set forth in this Section 11.1(a). Any indemnification pursuant to
     this Section 11.1 shall be made only out of the assets of the Partnership
     and no Partner shall have any personal liability therefor.

               (b) Reasonable expenses incurred by an Indemnitee may be paid or
     reimbursed by the Partnership in advance of the final disposition of the
     proceeding upon receipt by the Partnership of (i) a written affirmation by
     the Indemnitee of the Indemnitee's good faith belief that the standard of
     conduct necessary for indemnification by the Partnership, as authorized in
     this Section 11.1, has been met, and (ii) a written undertaking by or on
     behalf of the Indemnitee to repay the amount paid or reimbursed if it shall
     ultimately be determined that such standard of conduct has not been met.

               (c) The indemnification provided by this Section 11.1 shall be in
     addition to any other rights to which an Indemnitee may be entitled under
     any agreement, as a matter of law or otherwise, and shall continue as to an
     Indemnitee who has ceased to serve in such capacity.

               (d) The Partnership may purchase and maintain insurance, on
     behalf of the Indemnitees, against any 


                                      -54-
<PAGE>

     liability that may be asserted against or expenses that may be incurred by
     such Person in connection with the Partnership's activities, regardless of
     whether the Partnership would have the power to indemnify such Person
     against such liability under the provisions of this Agreement.

               (e) For purposes of this Section 11.1, the Partnership shall be
     deemed to have requested an Indemnitee to serve as fiduciary of an employee
     benefit plan whenever the performance by it of its duties to the
     Partnership also imposes duties on, or otherwise involves services by, it
     to the plan or participants or beneficiaries of the plan; excise taxes
     assessed on an Indemnitee with respect to an employee benefit plan pursuant
     to applicable law shall constitute fines within the meaning of this Section
     11.1; and actions taken or omitted by the Indemnitee with respect to an
     employee benefit plan in the performance of its duties for a purpose
     reasonably believed by it to be in the interest of the participants and
     beneficiaries of the plan shall be deemed to be for a purpose which is not
     opposed to the best interests of the Partnership.

               (f) An Indemnitee shall not be denied indemnification in whole or
     in part under this Section 11.1 solely because the Indemnitee had an
     interest in the transaction with respect to which the indemnification
     applies.

               (g) The provisions of this Section 11.1 are for the benefit of
     the Indemnitees, their heirs, successors, assigns personal representatives
     and administrators, and shall not be deemed to create any rights for the
     benefit of any other Persons.

          Section 11.2. Indemnification Procedures.

               (a) If a claim for indemnification is asserted against the
     Partnership under Article XI, the Partnership shall have the right, at its
     own expense, (i) subject to the Partnership's obligations to pay all
     amounts under Section 11.1(a) to participate in the defense of any Action
     which resulted in the claim for indemnification or (ii) to assume at any
     time the defense of any Action which resulted in the claim for
     indemnification. Such assumption of the defense by the Partnership shall be
     an admission that the Action is a proper subject of indemnification
     pursuant to this Article XI. The Indemnitee at any time may elect to
     participate in (but not conduct or control) such defense at its expense,
     and the Partnership shall not be responsible for the Indemnitee's costs of
     participation (including attorneys, accountants, and in-house counsel
     fees). In either event, the parties shall cooperate in the defense of such
     Action. The Partnership in the defense of any Action shall not, 


                                      -55-
<PAGE>

     except with the consent of the Indemnitee claiming indemnification under
     Article XI, cause to be entered any judgment or enter into any settlement
     which provides for the release of the Partnership or any other Partner but
     does not include as an unconditional term thereof the giving by the
     claimant or plaintiff to such Indemnitee of a release equivalent to that
     provided to the Partnership or any other Partner.

               (b) The Indemnitee claiming indemnification under Article XI may,
     at any time upon written notice to the Partnership, elect to conduct or
     control its own defense in such Action (as opposed to merely participating
     in the defense with counsel for the Partnership), but in such event,
     provided that the Partnership has theretofore undertaken the defense of the
     Indemnitee pursuant to Section 11.2(a) and subject to Section 11.2(c), such
     Indemnitee shall cease to have the indemnification rights under Article XI,
     and the Partnership shall no longer be obligated to continue the defense of
     the Limited Partner, with respect to such Action.

               (c) If the Partnership has assumed the defense of any Action
     under clause (ii) of the first sentence of Section 11.2(a), and if at any
     time there exists a conflict of interest in defending both the Partnership
     and the Indemnitee, as determined in the reasonable judgment of counsel to
     the Indemnitee, the Indemnitee shall so notify the Partnership and the
     Indemnitee may, upon written notice to the Partnership delivered promptly
     thereafter, elect to defend itself in such Action with counsel selected by
     the Indemnitee, but reasonably acceptable to the Partnership, at the
     expense of the Partnership. Following the assumption of defense by an
     Indemnitee under this Section 11.2(c), an Indemnitee may not enter into any
     settlement without the prior written consent of the Partnership, which
     consent shall not be unreasonably withheld.

          Section 11.3. Exculpation. No officer, employee or agent shall have
any liability to the Partnership or any Partner for monetary damages for any
action taken, or any failure to take any action, in such capacity, except
liability for (a) any improper financial benefit received by such Person; (b) an
intentional infliction of harm on the Partnership or any Partner; (c) acts or
omissions not in good faith or which involve intentional misconduct; and (d) any
knowing violation of law.

          Section 11.4. No Liability of Directors and Others. Notwithstanding
anything to the contrary contained herein, no recourse shall be had by the
Partnership or any Partner against any director, shareholder, officer, employee,
agent or attorney of the General Partner for any act or omission of the General
Partner or any obligation or liability of the General Partner under this
Agreement, and none of the foregoing shall have any 


                                      -56-
<PAGE>

personal liability for or with respect to any of the foregoing; provided that,
the foregoing shall not relieve any officer or director of the General Partner
of any liability in his capacity as such. 

                                  ARTICLE XII.

                   RIGHTS UNDER THE EXCHANGE RIGHTS AGREEMENT

          THCR, the Initial Limited Partner, TCI and TCI-II have entered into
the Exchange Rights Agreement, substantially in the form of Exhibit A to this
Agreement.

          Section 12.1. Transfer Pursuant to Exchange Rights Agreement.
Notwithstanding anything to the contrary contained in this Agreement, the
Partners hereby consent to the Transfer of Partnership Interests pursuant to the
terms of such Exchange Rights Agreement, without compliance with any of the
other provisions of this Agreement.

          Section 12.2. Subject to the Exchange Rights Agreement. The Initial
Limited Partner, TCI, TCI-II and all their respective subsequent transferees
shall be entitled to the benefits of, and subject to the burdens of, the
Exchange Rights Agreement, including, but not limited to, the "Conversion Right"
of the Company to require any such transferee (other than the Initial Limited
Partner and his Permitted Holders) to exchange its Partnership Interests for
shares of Common Stock on the terms and subject to the conditions set forth
therein.

                                  ARTICLE XIII.

                  AMENDMENT OF PARTNERSHIP AGREEMENT, MEETINGS

            Section 13.1.  Amendments.

               (a) This Agreement may not be amended unless such amendment is
     approved by the General Partner, with the consent of a majority of the
     Special Committee, and by the Consent of the Limited Partners, except as
     provided below in this Section 13.1.

               (b) Notwithstanding Section 13.1(a), the General Partner, with
     the consent of a majority of the Special Committee, shall have the power,
     without the Consent of the Limited Partners but after five Business Days
     notice to the Limited Partners, to amend this Agreement as may be required
     to facilitate or implement any of the following purposes:

                    (i) to add to the obligations of the General Partner or
          surrender any right or power granted 


                                      -57-
<PAGE>

          to the General Partner for the benefit of the Limited Partners;

                    (ii) to reflect the admission, substitution, termination, or
          withdrawal of Partners after the date hereof in accordance with
          Article IX or XII of this Agreement; provided that, the General
          Partner shall not be required to give the notice referred to in the
          first paragraph of this subsection (b) in respect of a transfer of
          Partnership Interests pursuant to Article XII hereof;

                    (iii) to reflect a change that is of an inconsequential
          nature and does not adversely affect the Limited Partners, or to cure
          any ambiguity, correct or supplement any provision in this Agreement
          not inconsistent with law or with other provisions, or make other
          changes with respect to matters arising under this Agreement that will
          not be inconsistent with law or with the provisions of this Agreement;
          and

                    (iv) to satisfy any requirements, conditions, or guidelines
          contained in any order, directive, opinion, ruling or regulation of a
          federal or state agency or contained in federal or state law.

               The General Partner will provide notice to the Limited Partners
     promptly after any action under this Section 13.1(b) is taken.

               (c) Notwithstanding Sections 13.1(a) and (b) hereof, this
     Agreement shall not be amended without the prior written consent of each
     Partner adversely affected if such amendment would (i) convert a Limited
     Partner's interest in the Partnership into a general partner's interest,
     (ii) modify the limited liability of a Limited Partner, (iii) alter rights
     of the Partners to receive allocations and distributions pursuant to
     Articles V and VI hereof, (iv) alter or modify the Rights set forth in
     Article XII except in compliance therewith, (v) amend this Section 13.1(c),
     (vi) alter such Partner's rights to transfer its Partnership Interests, or
     (vii) amend Section 4.1(c), 7.8, 10.8, Article XI or 13.2(d). Further, no
     amendment may alter the restrictions on the General Partner's authority set
     forth in Section 7.2 without the Consent specified in that section.

               (d) Notwithstanding Section 13.1(a) hereof, no amendment of
     Section 7.4 shall be effective unless appropriate corresponding
     modifications are made to Article XII and the Registration Rights Agreement
     to preserve the financial terms of the Limited Partners' rights thereunder.


                                      -58-
<PAGE>

               (e) Any amendment, modification or repeal of Section 7.8 or
     Article XI or any provision thereof shall be prospective only and shall not
     in any way affect the rights to indemnification and limitations on the
     General Partner's liability to the Partnership and the Limited Partners as
     in effect immediately prior to such amendment, modification or repeal with
     respect to claims arising from or relating to matters occurring, in whole
     or in part, prior to such amendment, modification or repeal, regardless of
     when such claims may arise or be asserted.

          Section 13.2. Meetings of the Partners; Notices to Partners.

               (a) Meetings of the Partners may be called by the General Partner
     or by any Limited Partner to act on any matter specified herein or in the
     Act to be voted on or consented to by the Partners. The call shall state
     the nature of the business to be transacted. Notice of any such meeting
     shall be given to all Partners not less than seven (7) Business Days prior
     to the date of such meeting. Partners may vote in person or by proxy at
     such meeting. Whenever the vote or Consent of the Limited Partners is
     permitted or required under this Agreement, such vote or Consent may be
     given at a meeting of Partners or may be given in accordance with the
     procedure prescribed in Section 13.2(b) hereof. Except as otherwise
     expressly provided in this Agreement, the consent of holders of a majority
     of the Partnership Interests shall control.

               (b) Any action required or permitted to be taken at a meeting of
     the Partners may be taken without a meeting if a written consent setting
     forth the action so taken is (i) signed by Partners holding a majority of
     the Partnership Interests of the Partners (or such other percentage as is
     expressly required by this Agreement) and (ii) in the case of any matter
     that would otherwise require the approval of a majority of the Special
     Committee, such consent is approved by a majority of the Special Committee.
     Such consent may be in one instrument or in several instruments, and shall
     have the same force and effect as a vote of a majority of the Partnership
     Interests of the Partners (or such other percentage as is expressly
     required by this Agreement). Such consent shall be filed with the General
     Partner and copies thereof delivered to all Partners. An action so taken
     shall be deemed to have been taken at a meeting held on the effective date
     so certified.

               (c) Each Limited Partner may authorize any Person or Persons to
     act for him by proxy on all matters in which a Limited Partner is entitled
     to participate, including waiving notice of any meeting, or voting or
     participating at a meeting. Every proxy must be signed by the Limited
     Partner or his attorney-in-fact. No proxy shall be valid 


                                      -59-
<PAGE>

     after the expiration of 11 months from the date thereof unless otherwise
     provided in the proxy. Every proxy shall be revocable at the pleasure of
     the Limited Partner executing it. No such proxy and no such revocation
     shall be effective unless a copy thereof has been delivered to the General
     Partner.

               (d) Whenever the Consent of the Limited Partners is required
     hereunder, the General Partner shall provide a notice to each Partner who
     is a Limited Partner on the date the notice is given setting forth the
     matter(s) as to which it proposes to seek such Consent at least five (5)
     Business Days in advance of the date upon which such Consent is sought.

                                  ARTICLE XIV.

                             CERTIFICATE OF INTEREST

          Section 14.1. Form of Certificate of Interest. The interest of each
Partner in the Partnership shall be evidenced by a Certificate of Interest (each
a "Certificate of Interest"). A certificate transfer ledger (the "Certificate
Transfer Ledger") recording the issue and transfer of Certificates of Interest
in the Partnership shall be maintained at the principal office of the
Partnership. Each such Certificate of Interest shall be serially numbered and
shall be issued by the General Partner to the lawful holder of an interest in
the Partnership, upon payment of the full amount of the Capital Contributions
then due with respect to the Partnership Interest represented by such
Certificate of Interest. All Certificates of Interest shall be executed in the
name of the Partnership by the General Partner. Each Certificate of Interest
shall state on its face the name of the registered holder thereof, and shall
bear, on both sides thereof, a statement of the restrictions imposed by Section
105 of the Casino Control Act. Effective on the date hereof, the General
Partner, the Initial Limited Partner, THCR/LP and TCI shall tender their
respective Certificates of Interest (which shall be canceled) for new
Certificates of Interest evidencing, as of the date hereof, their respective
interests in the Partnership.

          Section 14.2. Transfers of Certificates of Interest. Certificates of
Interest in the Partnership may be transferred by the lawful holders thereof
only in connection with the pledge or transfer of all or part of the interest of
such holder in the Partnership, and only in accordance with the provisions of
this Agreement. All such transfers shall be effected by duly executed and
acknowledged instruments of assignment, each of which shall be duly recorded on
the Certificate Transfer Ledger. No effect shall be given to any purported
assignment of a Certificate of Interest, or transfer of the interest in the
Partnership evidenced thereby, unless such assignment and transfer shall be 


                                      -60-
<PAGE>

in compliance with the terms and provisions of this Agreement, and any attempted
assignment or transfer in contravention hereof shall be ineffectual.

          Section 14.3. Lost, Stolen, Destroyed or Mutilated Certificates of
Interest. In the event that a Certificate of Interest shall be lost, stolen,
destroyed or mutilated, the Partnership may cause a replacement Certificate of
Interest to be issued upon such terms and conditions as shall be fixed by the
General Partner, including, without limitation, provision for indemnity and the
posting of a bond or other adequate security as security therefor. No
replacement Certificate of Interest shall be issued to any person unless such
person has surrendered the Certificate of Interest to be replaced, or has
complied with the terms of this Section 14.3.

          Section 14.4. Inspection of Certificate Transfer Ledger. The
Certificate Transfer Ledger containing the names and addresses of all Partners
and the interest of each Partner in the Partnership shall be open to the
inspection of the Partners at the principal office of the Partnership during
usual business hours upon request of any Partner. Such Certificate Transfer
Ledger shall, in addition, be available for inspection by the CCC and the
Division of Gaming Enforcement of the State of New Jersey and each of their
respective authorized agents at all reasonable times without notice.

                                   ARTICLE XV.

                             REGULATORY REQUIREMENTS

          Section 15.1. Applicable Regulatory Authority and CCC Regulation.
Notwithstanding anything to the contrary in this Agreement:

               (a) This Agreement will be deemed to include all provisions
     required by the Casino Control Act, the Indiana Riverboat Act, and the
     Mississippi Gaming Control Act and to the extent that anything contained in
     this Agreement is inconsistent with such acts, the provisions of such acts
     shall govern. All provisions of the Casino Control Act, the Indiana
     Riverboat Act, and the Mississippi Gaming Control Act to the extent
     required by law to be included in this Agreement, are incorporated herein
     by reference as if fully restated in this Agreement.

               (b) If the continued holding of a Partnership Interest by any
     Partner will disqualify the Partnership to continue as the owner and
     operator of a casino licensed in the State of New Jersey under the
     provisions of the Casino Control Act, such Partner shall enter into such
     escrow, trust or similar arrangement as may be required by the CCC under
     the circumstances. It is the intent of this Section 


                                      -61-
<PAGE>

     15.1 to set forth procedures to permit the Partnership to continue, on an
     uninterrupted basis, as the owner and operator of a casino licensed under
     the provisions of the Casino Control Act.

               (c) All transfers (as defined by the Casino Control Act and the
     governing laws, statutes rules and regulations of any Applicable Regulatory
     Authority) of securities (as defined by the Casino Control Act and the
     governing laws, statutes rules and regulations of any Applicable Regulatory
     Authority), shares and other interests in the Partnership shall be subject
     to the right of prior approval by the Applicable Regulatory Authority; and
     (b) the Partnership shall have the absolute right to repurchase in
     accordance with Section 15.3, any security, share or other interest in the
     Partnership in the event that the Applicable Regulatory Authority
     disapproves a transfer in accordance with the provisions of the Casino
     Control Act.

               (d) Each Partner hereby agrees to cooperate reasonably and
     promptly with the others in obtaining any and all licenses, permits or
     approvals required by any Applicable Regulatory Authority or deemed
     expedient by the Partners.

          Section 15.2. Additional Applicable Regulatory Authority Regulation.
No Person may become the Beneficial Owner of five percent (5%) or more of any
class or series of Partnership Interests unless such Person agrees in writing
to: (i) provide to the Applicable Regulatory Authorities information regarding
such Person, including without limitation thereto, information regarding other
gaming-related activities of such Person and financial statements, in such form,
and with such updates, as may be required by the Applicable Regulatory
Authorities; (ii) respond to written or oral questions that may be propounded by
the Applicable Regulatory Authorities and (iii) consent to the performance of
any background investigation that may be required by the IGC, including without
limitation thereto, an investigation of any criminal record of such Person.

          Section 15.3. Disqualified Holders. Notwithstanding any other
provision of this Agreement, Partnership Interests held by a Disqualified Holder
(or in the case of a Disqualified Holder of securities of the General Partner,
the corresponding Partnership Interest of the General Partner) shall be subject
to redemption at any time by the Partnership by action of the General Partner,
pursuant to this Section 15.3 as follows:

               (a) the redemption price of the Partnership Interest to be
     redeemed pursuant to this Section 15.3 shall be equal to the Fair Market
     Value of such Partnership Interest or such other redemption price as
     required by pertinent state or federal law pursuant to which the redemption
     is required;


                                      -62-
<PAGE>

               (b) the redemption price of such shares may be paid in cash,
     Redemption Securities or any combination thereof; provided, however, in the
     case of a redemption mandated by the CCC, the redemption price shall be
     paid in cash;

               (c) if less than all the Partnership Interest held by
     Disqualified Holders are to be redeemed, the Partnership Interest to be
     redeemed shall be selected in such manner as shall be determined by the
     General Partner, which may include selection first of the most recently
     purchased portion thereof, selection by lot, or selection in any other
     manner determined by the General Partner;

               (d) at least thirty (30) days' written notice of the Redemption
     Date shall be given to the record holders of the Partnership Interest
     selected to be redeemed (unless waived in writing by any such holder);
     provided, however, that the Redemption Date shall be deemed to be the date
     on which written notice shall be given to record holders if the cash or
     Redemption Securities necessary to effect the redemption shall have been
     deposited in trust for the benefit of such record holders and subject to
     immediate withdrawal by them upon surrender of the Certificates of
     Interests for their Partnership Interests to be redeemed;

               (e) from and after the Redemption Date or such earlier date as
     mandated by pertinent state or federal law, any and all rights of whatever
     nature, which may be held by the Beneficial Owners of Partnership Interests
     selected for redemption (including without limitation any rights to vote or
     participate in distribution) shall cease and terminate and they shall
     thenceforth be entitled only to receive the cash or Redemption Securities
     payable upon redemption; and

               (f) such other terms and conditions as the General Partner shall
     determine.

                                  ARTICLE XVI.

                               GENERAL PROVISIONS

          Section 16.1. Notices. All notices, offers or other communications
required or permitted to be given pursuant to this Agreement shall be in writing
and may be personally served or sent by United States mail and shall be deemed
to have been given when delivered in person or three business days after deposit
in United States mail, registered or certified, postage prepaid, and properly
addressed, by or to the appropriate party. For purposes of this Section 16.1,
the addresses of the parties hereto shall be as set forth below their name on
the signature page hereof.
 


                                      -63-
<PAGE>

The address of any party hereto may be changed by a notice in writing given
in accordance with the provisions hereof.

          Section 16.2. Controlling Law. This Agreement and all questions
relating to its validity, interpretation, performance and enforcement
(including, without limitation, provisions concerning limitations of actions),
shall be governed by and construed in accordance with the laws of the State of
Delaware, notwithstanding any conflict-of-laws doctrines of such state or other
jurisdiction to the contrary.

          Section 16.3. No Third Party Beneficiaries. No creditor or other third
party shall have the right to enforce any right or obligation of any Partner to
make Capital Contributions or to pursue any other right or remedy hereunder or
at law or in equity, it being understood and agreed that the provisions of this
Agreement shall be solely for the benefit of, and may be enforced solely by, the
parties hereto and their respective successors and assigns. None of the rights
or obligations of the Partners herein set forth to make Capital Contributions to
the Partnership shall be deemed an asset of the Partnership for any purpose by
any creditor or other third party, nor may such rights or obligations be sold,
transferred or assigned by the Partnership or pledged or encumbered by the
Partnership to secure any debt or other obligation of the Partnership or of any
of the Partners.

          Section 16.4. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.

          Section 16.5. Provisions Separable. The provisions of this Agreement
are independent of and separable from each other, and no provision shall be
affected or rendered invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be invalid or unenforceable in whole or
in part.

          Section 16.6. Entire Agreement. This Agreement (together with the
Exhibit and Schedules hereto) contains the entire understanding among the
parties hereto with respect to the subject matter hereof, and supersedes all
prior and contemporaneous agreements and understandings, inducements or
conditions, express or implied, oral or written, except as herein contained. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing.


                                      -64-
<PAGE>

          Section 16.7. Paragraph Headings. The paragraph headings in this
Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.

          Section 16.8. Gender, Etc. Words used herein, regardless of the number
and gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.

          Section 16.9. Number of Days. In computing the number of days (other
than Business Days) for purposes of this Agreement, all days shall be counted,
including Saturdays, Sundays and holidays; provided, however, that if the final
day of any time period falls on a date which is not a Business Day, then the
final day shall be deemed to be the next Business Day.

          Section 16.10. Partners Not Agents. Nothing contained herein shall be
construed to constitute any Partner the agent of another Partner, except as
specifically provided herein, or in any manner to limit the Limited Partners in
the carrying on of their own respective businesses or activities.

          Section 16.11. Assurances. Each of the Partners shall hereafter
execute and deliver such further instruments and do such further acts and things
as may be reasonably required or useful to carry out the intent and purpose of
this Agreement and as are not inconsistent with the terms hereof.

          Section 16.12. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and permitted assigns,
including any pledgee upon the foreclosure of any pledge of a Partner's
Partnership Interest in the Partnership.

          Section 16.13. Waiver. No failure by any party to insist upon the
strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute waiver of any such breach or any other covenant, duty,
agreement or condition.


                                      -65-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed on their behalf as of the date first above
written.


                                       GENERAL PARTNER:

                                       TRUMP HOTELS & CASINO RESORTS, INC.


                                       By: /s/ Robert M. Pickus
                                           -------------------------------------
                                           Name:  Robert M. Pickus
                                           Title: Executive Vice President
                                                    and Secretary
                                           Address: 2500 Boardwalk
                                                    Atlantic City,
                                                    New Jersey 08401

                                       LIMITED PARTNERS: (Addresses
                                       are as set forth on Schedule I):

                                       DONALD J. TRUMP


                                       By: /s/ Donald J. Trump
                                           -------------------------------------
                                           Donald J. Trump

                                       TRUMP CASINOS, INC.


                                       By: /s/ Donald J. Trump
                                           -------------------------------------
                                           Donald J. Trump
                                           President

                                       TRUMP CASINOS II, INC.


                                       By: /s/ Donald J. Trump
                                           -------------------------------------
                                           Donald J. Trump
                                           President

                                       THCR/LP CORPORATION


                                       By: /s/ James L. Wright III
                                           -------------------------------------
                                           Name:  James L. Wright III
                                           Title: Assistant Treasurer



                                      -66-
<PAGE>

STATE OF NEW YORK  )
                     ss.:
COUNTY OF NEW YORK )

          BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber,
personally appeared Donald J. Trump, an individual, who, I am satisfied, is the
person who has signed the within instrument on his own behalf, and I having
first made known to him the contents thereof he thereupon acknowledged that he
signed and delivered the said instrument in his personal capacity as an
individual, and that the within instrument is his voluntary act and deed.


                                           /s/
                                       ------------------------------------
                                                   Notary Public


<PAGE>

STATE OF NEW YORK  )
                     ss.:
COUNTY OF NEW YORK )

          BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber,
personally appeared Robert M. Pickus, the Executive Vice President and Secretary
of Trump Hotels & Casino Resorts, Inc., a Delaware corporation, who, I am
satisfied, is the person who has signed the within instrument on behalf of such
corporation, and I having first made known to him the contents thereof he
thereupon acknowledged that he signed and delivered the said instrument in his
capacity as such officer aforesaid, and that the within instrument is the
voluntary act and deed of said corporation, made by virtue of authority from its
Board of Directors.


                                           /s/
                                       ------------------------------------
                                                   Notary Public

<PAGE>

STATE OF NEW YORK  )
                     ss.:
COUNTY OF NEW YORK )

          BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber,
personally appeared Donald J. Trump, the President of Trump Casinos, Inc., a New
Jersey corporation, who, I am satisfied, is the person who has signed the within
instrument on behalf of such corporation, and I having first made known to him
the contents thereof he thereupon acknowledged that he signed and delivered the
said instrument in his capacity as such officer aforesaid, and that the within
instrument is the voluntary act and deed of said corporation, made by virtue of
authority from its Board of Directors.


                                           /s/
                                       ------------------------------------
                                                   Notary Public


<PAGE>

STATE OF NEW YORK  )
                     ss.:
COUNTY OF NEW YORK )

          BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber,
personally appeared James L. Wright III, the Assistant Treasurer of THCR/LP
Corporation, a New Jersey corporation, who, I am satisfied, is the person who
has signed the within instrument on behalf of such corporation, and I having
first made known to him the contents thereof he thereupon acknowledged that he
signed and delivered the said instrument in his capacity as such officer
aforesaid, and that the within instrument is the voluntary act and deed of said
corporation, made by virtue of authority from its Board of Directors.


                                           /s/
                                       ------------------------------------
                                                   Notary Public

<PAGE>

STATE OF NEW YORK  )
                     ss.:
COUNTY OF NEW YORK )

          BE IT REMEMBERED, that on October 7, 1996, before me, the subscriber,
personally appeared Donald J. Trump, the President of Trump Casinos II, Inc., a
New Jersey corporation, who, I am satisfied, is the person who has signed the
within instrument on behalf of such corporation, and I having first made known
to him the contents thereof he thereupon acknowledged that he signed and
delivered the said instrument in his capacity as such officer aforesaid, and
that the within instrument is the voluntary act and deed of said corporation,
made by virtue of authority from its Board of Directors.


                                           /s/
                                       ------------------------------------
                                                   Notary Public

<PAGE>

                                   SCHEDULE I

                        AGGREGATE CAPITAL CONTRIBUTIONS*

Partner                              Contribution       Percentage Interest
-------                              ------------       -------------------
Trump Hotels & Casino Resorts,     $ 683,659,153.00     59.87743% general
Inc.                                                    partner

Donald J. Trump***                 $ 309,013,680.00     27.06458%** limited
725 Fifth Avenue                                        partner
New York, N.Y. 10022

Trump Casinos, Inc.***             $  42,210,510.00     3.69695% limited partner
2500 Boardwalk
Atlantic City, NJ 08401

THCR/LP Corporation                $  40,543,547.00     3.55096% limited partner
2500 Boardwalk
Atlantic City, N.J. 08401

Trump Casinos II, Inc.***          $  66,337,500.00     5.81009% limited partner
2500 Boardwalk
Atlantic City, NJ 08401

----------
*    Aggregate contributions are based on a Common Stock market value of $30.00
     per share, the value ascribed to the Common Stock pursuant to the terms of
     the Castle Acquisition Agreement.

**   Certificate No. 4 , 4-A and 4-B represent a 17.51675%, 0.01928% and 9.52854
     percentage interest in the Partnership, respectively.

***  Notwithstanding anything to the contrary in this Agreement, for the
     purposes of determining the voting power in THCR of the Class B Stock, (a)
     Trump's Percentage Interest evidenced by certificates 4 and 4A and by
     certificate 4B shall be evidenced by 800 shares and 50 shares of Class B
     Stock, respectively, (b) TCI's Percentage Interest shall be evidenced by 50
     shares of Class B Stock and (c) TCI-II's Percentage Interest shall be
     evidenced by 100 shares of Class B Stock.


Dated:  October 7, 1996

<PAGE>

                                   SCHEDULE II

                  CAPITAL CONTRIBUTIONS PRIOR TO APRIL 17, 1996


Partner                             Contribution       Percentage Interest
-------                             ------------       -------------------
Trump Hotels & Casino              $ 140,933,338       60.15936% general
Resorts, Inc.                                          partner

Donald J. Trump                    $  93,333,333       39.84064% limited
                                                       partner


Dated:  October 7, 1996

<PAGE>

                                  SCHEDULE III

                  CAPITAL CONTRIBUTIONS IN CONNECTION WITH THE
                          TAJ MAHAL MERGER TRANSACTION


Partner                             Contribution
-------                             ------------

Trump Hotels & Casino Resorts,    $375,068,151.00
Inc.

Donald J. Trump                   $      4,392.62

Trump Casinos, Inc.               $ 43,921,854.66

THCR/LP Corporation               $ 40,499,609.57


Dated: October 7, 1996

<PAGE>

                                   SCHEDULE IV

                  CAPITAL CONTRIBUTIONS IN CONNECTION WITH THE
                               CASTLE ACQUISITION*

Partner                             Contribution
-------                             ------------

Donald J. Trump                   $ 108,793,500.00

Trump Casinos II, Inc.            $  66,337,500.00


*    Capital contributions are based on a Common Stock market value of $30.00
     per share, the value ascribed to the Common Stock pursuant to the terms of
     the Castle Acquisition Agreement.


Dated:  October 7, 1996