Starfire Holding Corporation
c/o Icahn Associates Corp.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Bear, Xxxxxxx International Limited
Xxx Xxxxxx Xxxxxx
Xxxxxx X00 0XX, Xxxxxxx
CONFIRMATION OF EXERCISE
(Bear, Xxxxxxx Reference Number: NC-1348)
Ladies and Gentlemen:
Reference is made to the letter agreement (the "Agreement"), dated as
of September 29, 2000, between Bear, Xxxxxxx International Limited ("Bear
Xxxxxxx") and Starfire Holding Corporation ("Starfire") (being Bear Xxxxxxx
Reference Number NC-1348) pursuant to which Bear Xxxxxxx has the right to put to
Starfire (the "Put Option") $10,095,000 principal amount of 11% First Mortgage
Notes (the "Notes") due 2005 of GB Property Funding Corp. ("GBF") and 493,321
shares of common stock (the "Shares" and together with the Notes, the "Put
Securities") of GB Holdings, Inc. ("GBH").
Exercise: Starfire hereby acknowledges Bear Xxxxxxx' exercise of the
Put Option as of the date hereof.
Payment: Notwithstanding anything to the contrary in the Agreement,
Bear Xxxxxxx and Starfire acknowledge and agree that the
Payment will be $16,605,281.49.
Assignment by
Starfire: Starfire hereby designates Cyprus, LLC ("Buyer"), an
affiliate of Starfire, to purchase the Put Securities as
provided herein, and Buyer assumes such obligations. Starfire
shall be discharged of its obligations under the Agreement if
and to the extent that Buyer purchases the Put Securities as
provided herein. Bear Xxxxxxx consents to the foregoing
designation.
Closing: Bear Xxxxxxx shall deliver the Put Securities to Buyer's
account, against payment of the Purchase Price on a "delivery
versus payment" basis. Xxxxx's account is as follows:
Bear Xxxxxxx
Acct. Name - Cyprus LLC
Acct. # - 000-00000-00
Settlement Date: August 17, 2001
All Rights
Transferred: The sale of the Put Securities includes the transfer by Bear
Xxxxxxx of all accrued interest on the Notes and all other
rights, claims and cause of action associated with or arising
from the Put Securities.
Sophisticated Each of Bear Xxxxxxx, Starfire and Buyer acknowledge that
Parties: (i) the other parties hereto may now have, may have
access to or later may come into possession of,
information with respect to the Shares, Notes, GBF or GBH
or any of their affiliates that is not known to such other
parties and that may be material to any decision regarding
the purchase or sale of the Put Securities ("Excluded
Information"), (ii) Bear Xxxxxxx has determined to
exercise the Put Option, and Starfire and Buyer have agreed
to settle such Put Option as set forth herein,
notwithstanding the lack of knowledge of any such Excluded
Information, and (iii) neither Bear Xxxxxxx, Starfire nor
Buyer shall have any liability to the other party, and each
such party waives and releases any claims that it might have
against the other party or its affiliates and their
respective officers, directors, employees and stockholders,
whether under applicable securities laws or otherwise,
with respect to nondisclosure of the Excluded Information in
connection with the transactions contemplated by the
Agreement and herein.
ACCEPTED AND AGREED TO:
BEAR, XXXXXXX INTERNATIONAL LIMITED
By:_______________________
Name:
Title:
STARFIRE HOLDING CORPORATION
By:________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
CYPRUS, LLC
By:________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
[Signature Page to Confirmation between Starfire, Buyer and Bear, Xxxxxxx
relating to exercise of put option in respect of Sands Notes
[$10,095,000 in principal amount] and Stock [493,321 Shares]]
