Greate Bay Hotel & Casino Inc, et al. – ‘8-K’ for 8/14/00 – EX-99.7

On:  Monday, 8/21/00, at 4:24pm ET   ·   For:  8/14/00   ·   Accession #:  928475-0-111   ·   File #s:  33-69716, -01, -02

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     18K 
 2: EX-99.1     Order                                                 13     35K 
 3: EX-99.2     Plan                                                  31    130K 
 4: EX-99.3     By-Laws                                               22     65K 
 5: EX-99.4     By-Laws                                               10     25K 
 6: EX-99.5     By-Laws                                               22     65K 
 7: EX-99.6     General                                                1      4K 
 8: EX-99.7     Certificate of Incorporation                           6     14K 

EX-99.7   —   Certificate of Incorporation

EX-99.7
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                                             Exhibit 6 to the Confirmation Order

 RESTATED CERTIFICATE OF INCORPORATION

OF

 GREATE BAY HOTEL AND CASINO, INC.

                  Greate Bay Hotel and Casino, Inc., organized under the laws of
the State of New Jersey,  in accordance with the provisions of N.J.S.A.  14A:9-5
in order to restate  and amend in a single  certificate  the  provisions  of its
certificate of incorporation as heretofore amended, does hereby certify:        

      FIRST:   The name of the corporation is GREATE BAY HOTEL AND CASINO,
INC.                                                                            

                  SECOND: The purpose for which this corporation is organized is
to engage in any  activity  within the purposes  for which  corporations  may be
organized under the New Jersey Business  Corporation  Act,  N.J.S.A.  14A:1-1 et
seq., including, without limitation, the conduct of casino gaming.              

                  THIRD:  The  Corporation is authorized to issue 2500 shares of
common stock, with no par value.                                                

                  FOURTH: The Corporation shall not create, designate, authorize
or cause to be issued any class or series of non-voting stock.                  

                  FIFTH:  Notwithstanding  anything to the contrary contained in
this  Certificate,  this  Certificate  shall be  deemed  to  include  -----  all
provisions  required by the Casino  Control  Act,  P.L.  1977,  Chapter  100, as
amended and as may  hereafter be amended from time to time (the "Casino  Control
Act") and to the extent that anything  contained herein or in the by-laws of the
Corporation is inconsistent with the Casino                                     

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Control Act, the  provisions  of such Act shall  govern.  All  provisions of the
Casino  Control  Act,  to  the  extent  required  by law to be  stated  in  this
Certificate, are herewith incorporated by reference.                            

         SIXTH: This Certificate shall be generally subject to the provisions of
the Act  and  the  rules  and  regulations  of the  New  Jersey  Casino  Control
Commission  (the  "Commission")  promulgated  thereunder.  Specifically,  and in
accordance  with  the  provisions  of  Section  82(d)(7)  of the  Act,  N.J.S.A.
5:12-82(d)(7), the Commission shall have the right of prior approval with regard
to transfers of securities,  shares and other  interests in the  Corporation and
any  securities of the  Corporation  are held subject to the condition that of a
holder thereof is found to be  disqualified  by the  Commission  pursuant to the
provisions  of  the  Act,  such  holder  will  dispose  of his  interest  in the
Corporation; provided, however, that, notwithstanding any other provision of law
to the contrary,  nothing herein  contained  shall be deemed to require that any
security of the Corporation bear any legend to this effect. Specifically, and in
accordance  with  the  provisions  of  Section  82(d)(8)  of the  Act,  N.J.S.A.
5:12-82(d)(8),  the Corporation shall have the absolute rights to repurchase, at
the market price or the purchase price,  whichever is less, any security,  share
or  other  interest  in  the  Corporation  in  the  event  that  the  Commission
disapproves a transfer of securities  in accordance  with the  provisions of the
Act.                                                                            

         SEVENTH: The address of the Corporation's  current registered office is
830 Bear Tavern Road, Suite 305, Trenton, New Jersey 08628-1020, and the name of
the  Corporation's  registered  agent at that  address  is  Corporation  Service
Company.                                                                        

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                  EIGHTH: The number of directors constituting the Corporation's
current board is six, and the names of the current  directors of the Corporation
are and the address for each of the directors is:                               

NAME                               ADDRESS                                  

Carl C. Icahn                      767 Fifth Avenue, 47th Floor             
                  New York, New York 10153

Robert Mitchell                    767 Fifth Avenue, 47th Floor             
                  New York, New York 10153

Martin L. Hirsch                   767 Fifth Avenue, 47th Floor             
                  New York, New York 10153

Michael L. Ashner                  100 Jericho Quadrangle, Suite 214        
                 Jericho, New York 11753

Frederick H. Kraus                 c/o Sands Hotel & Casino                 
                        Indiana Avenue & Brighton Park
                         Atlantic City, New Jersey 08401

Timothy A. Ebling                  c/o Sands Hotel & Casino                 
                        Indiana Avenue & Brighton Park
                         Atlantic City, New Jersey 08401

         NINTH:  The  Corporation  shall  indemnify every corporate agent of the
corporation as defined in, and to the full extent  permitted by, Section 14A:3-5
of the New Jersey  Business  Corporation  Act and to the full  extent  otherwise
permitted by law.                                                               

         TENTH:  To the full  extent  from  time to time  permitted  by law,  no
director  or  officer  of the  Corporation  shall be  personally  liable  to the
Corporation  or to any of its  shareholders  for  damages for breach of any duty
owed to the Corporation or to its shareholders.  Neither the amendment or repeal
of this Article                                                                 

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TENTH,  nor the  adoption  of any  provision  of this  Restated  Certificate  of
Incorporation  inconsistent  with this Article TENTH,  shall eliminate or reduce
the  protection  afforded by this Article  TENTH to a director or officer of the
Corporation  in respect to any matter  which  occurred,  or any cause of action,
suit or claim which but                                                         

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for this Article  TENTH would have accrued or arisen,  prior to such  amendment,
repeal or adoption.                                                             

         IN WITNESS  WHEREOF,  GREATE BAY HOTEL AND CASINO,  INC. has caused its
duly  authorized  officer to execute this  certificate this ____ day of _____,
2000.                                                                         
                                         GREATE BAY HOTEL AND CASINO, INC.

           BY:

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GREATE BAY HOTEL AND CASINO, INC. 

 CERTIFICATE OF ADOPTION

OF

 RESTATED CERTIFICATE OF INCORPORATION

         FIRST: The name of the Corporation is Greate Bay Hotel and Casino, Inc.

         SECOND:  In lieu of a  meeting  and  vote  of the  shareholders  and in
accordance  with N.J.S.A.  14A:14-25,  the  foregoing  Restated  Certificate  of
Incorporation  was adopted  pursuant to the Order  Confirming  the Joint Plan of
Reorganization for Greate Bay Hotel and Casino,  Inc., GB Holdings,  Inc. and GB
Property  Funding  Corp.  entered on  ____________,  2000 by the  United  States
Bankruptcy Court for the District of New Jersey.                                

         IN WITNESS  WHEREOF,  GREATE BAY HOTEL AND CASINO,  INC. has caused its
duly  authorized  officer to execute  this  certificate  this ____ day of _____,
2000.                                                                           

                                               GREATE BAY HOTEL AND CASINO, INC.

                 BY:

6 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		8/21/00
For Period End:		8/14/00							10-Q
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