INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT, dated as of June 12, 2002, by and among DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (the "Administrative Agent") under a certain Credit Agreement dated as of the date hereof (as the same may from time to time be amended, supplemented or otherwise modified, the "Credit Agreement") among Trump's Castle Associates, L. P., a New Jersey limited partnership, as Borrower (the "Partnership"), the lending institutions (the "Lenders") listed therein, the Administrative Agent; U. S. BANK NATIONAL ASSOCIATION (f/k/a First Bank National Association), as Trustee (the "Mortgage Note Trustee") under a certain Mortgage Note Indenture dated as of December 28, 1993 (as the same may from time to time be amended, supplemented or otherwise modified, the "Mortgage Note Indenture") among Trump's Castle Funding, Inc., a New Jersey corporation ("Funding"), as Issuer, the Partnership, as Guarantor, and the Mortgage Note Trustee; and U. S. BANK NATIONAL ASSOCIATION (f/k/a First Bank National Association), as Trustee (the "PIK Note Trustee") under a certain PIK Note Indenture dated as of December 28, 1993 (as the same may from time to time be amended, supplemented or otherwise modified, the "PIK Note Indenture") among Funding, as Issuer, the Partnership, as Guarantor, and the PIK Note Trustee; and consented to by Funding and the Partnership. The Mortgage Note Trustee and the PIK Note Trustee are sometimes referred to together as the "Subordinated Notes Trustee."

WITNESSETH:

WHEREAS, pursuant to an indenture dated as of April 17, 1998 among Funding, as Issuer, the Partnership, as Guarantor, and U. S. Bank National Association (the "Old Funding Senior Notes Trustee"), as Trustee, Funding issued $62,000,000 aggregate principal amount of its 10 1/4% Senior Secured Notes due 2003 ("Old Funding Senior Notes");

WHEREAS, pursuant to an indenture dated as of April 17, 1998 among Trump's Castle Hotel& Casino, Inc. ("TCHI"), as Issuer, the Partnership, as Guarantor, and U. S. Bank National Association (the "Old TCHI Senior Notes Trustee"), as Trustee, TCHI issued $5,000,000 aggregate principal amount of its 10 1/4% Senior Secured Notes due 2003 ("Old TCHI Senior Notes, "together with the Old Funding Senior Notes, the "Old Senior Notes");

WHEREAS, pursuant to the Mortgage Note Indenture, Funding issued its 11 3/4% Mortgage Notes due 2003 (the "Mortgage Notes");

WHEREAS, pursuant to the PIK Note Indenture, Funding issued its Subordinated Pay-In-Kind Notes due 2005 (the "PIK Notes);

WHEREAS, pursuant to the Credit Agreement, the Partnership has borrowed loans in an aggregate principal amount of $70,000,000 (the "Credit Facility Loans");

WHEREAS, proceeds of the Credit Facility Loans are being used tore finance and replace the Old Senior Notes and to pay fees and expenses related thereto;

WHEREAS, the liens and security interests previously granted to the Old Senior Notes Trustee had been senior to the liens and security interests granted to the Mortgage Note Trustee;

WHEREAS, Lenders of the Credit Facility Loans have conditioned the making of such loans on the Credit Facility Loans having a first priority lien and security interest in and upon the Trust Estate (as hereafter defined) that is senior, and not pari passu with or subordinate to, the liens and security interests in and upon the Trust Estate granted to the Mortgage Note Trustee;

WHEREAS, the PIK Notes were and are to remain unsecured; and

WHEREAS, the Representatives in their various capacities desire to set forth their relative rights and obligations with respect to the Credit Agreement, Mortgage Note Indenture and PIK Note Indenture and related matters.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1. Definitions.

1.1 As used in this Intercreditor Agreement and unless otherwise expressly indicated, all capitalized words and terms not defined herein shall have the respective meanings and be construed herein as such words or terms are defined or construed in the Mortgage Note Indenture.

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