BEAR, STEARNS INTERNATIONAL LIMITED ONE CANADA SQUARE LONDON E14 5AD, ENGLAND TEL: 0207-516-6390 FAX: 0207-516-6805 REGULATED BY FSA FINAL DRAFT CONFIRMATION Reference Number: NC-1348 As of September 29, 2000 Starfire Holding Corporation c/o Icahn...Icahn Carl C Et Al • February 13th, 2001
AGREEMENTAgreement • February 13th, 2001 • Icahn Carl C Et Al
EXCHANGE: Park Place Entertainment will pay a combination of GB Holdings common shares, GB Property Funding Corp. First Mortgage Notes and cash as consideration for the above referenced Claridge First Mortgage Notes and accrued interest. The payment by Park Place Entertainment consists of the following components: (i) 779,861 GB Holdings Inc. common shares (ii) $15,858,381 of GB Property Funding Corp. First Mortgage Notes (face amount) and (iii) $21,606,433 million in cash (the "Cash Payment"), 50% of each such component to be for the account of each of Cyprus and Larch. The exchange will take place as set forth under "Accounts" below.
RECITALS:Exhibit E Repurchase Agreement • February 13th, 2001 • Icahn Carl C Et Al • New York
RECITALSExhibit D Trust Agreement • February 13th, 2001 • Icahn Carl C Et Al • New Jersey
