Exhibit B
AGREEMENT
PARTIES: Park Place Entertainment Corp.
Cyprus LLC
Larch LLC
SECURITIES
SOLD: Claridge Hotel and Casino First Mortgage Notes
SECURITIES
FACE AMOUNT: $37,107,000, 50% of which are owned by Cyprus and 50% of
which are owned by Larch (the "Claridge Securities").
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.
ADDITIONAL
PAYMENT: In the event that the consideration to be paid to bondholders
per $1,000 in face amount of bonds under the Park Place
bankruptcy plan for the Claridge is hereafter increased then
Park Place will pay to each of Cyprus and Larch on the date that
such amount is paid to bondholder 50% of an amount determined by
multiplying such increase per $1,000 in face amount by 37,107
(as equitably adjusted in the event of any change to the face
amount of bonds after the date hereof).
SALE TIMING: To be completed as a private market transaction on February 7,
2001
ACCOUNTS: Park Place Entertainment holds GB Securities (items (i) and (ii)
under "Exchange") at Xxxxxxxxx & Company Park Place will deliver
those securities, together with the Cash Payment through DTC to:
Icahn & Co., Inc., DTC #342 for account #12510. The delivery by
Park Place will be made against delivery of the Claridge
Securities to Xxxxxxxxx & Company, DTC #019 for account
#00000000.
REPRESENTATIONS:Each party represents that the securities to be transferred by
it are owned by it free and clear of all liens, claims and
encumbrances. Each party represents that the securities set
forth above to be transferred by it are the only securities of
the applicable issuer owned by it and its affiliates.
IN WITNESS WHEREOF the parties hereto have executed this agreement on
February __, 2001.
Park Place Entertainment Corp. Larch LLC
By: By:
Xxxxxx X. Xxxxxxxx
Authorized Signatory
Cyprus LLC
By: Barberry Corp.
By:
Xxxxxx X. Xxxxxxxx
Authorized Signatory
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