Greate Bay Hotel & Casino Inc, et al. – ‘8-K’ for 8/14/00 – EX-99.2

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-99.2   —   Plan
Exhibit Table of Contents

EX-99.2
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                                             EXHIBIT 1 to the Confirmation Order

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF NEW JERSEY

------------------------------------------------                                

In re:                                                                          

GREATE BAY HOTEL AND CASINO, INC.,               Case No. 98-10001 (JW), et seq.
a New Jersey Corporation, GB HOLDINGS, INC.,                             -- --- 
a Delaware Corporation, and GB PROPERTY          (Jointly Administered)         
FUNDING CORP., a Delaware Corporation,                                          
                            Chapter 11
Debtors.                  

------------------------------------------------                                

 MODIFIED FIFTH AMENDED JOINT PLAN OF REORGANIZATION UNDER
 CHAPTER 11 OF THE BANKRUPTCY CODE PROPOSED BY THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND HIGH RIVER

                                              COOPER PERSKIE APRIL NIEDELMAN
                                    WAGENHEIM & LEVENSON
                                    1125 Atlantic Avenue
                                       Atlantic City, NJ 08041
                              (609) 344-3161
                                           Eric A. Browndorf (EB-5610)
                                          Attorneys for the Official
                                                Committee Of Unsecured Creditors

                                               BERLACK, ISRAELS & LIBERMAN LLP
                                    120 West 45th Street
                                         New York, New York  10036
                              (212) 704-0100
                                               Edward S. Weisfelner (ESW-5581)
                                         Attorneys for High River,
                                        Cyprus LLC and Larch LLC

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                                                        [Enlarge/Download Table]
                                                                                                                   

                                TABLE OF CONTENTS                                                                  

 .........                                                                                               Page(s)   
ARTICLE 1  DEFINITIONS........................................................................................... 5

ARTICLE 2  ADMINISTRATIVE AND PRIORITY TAX CLAIMS............................................................... 14

         2.01  Administrative Expense Claims ....................................................................14
         2.02  Priority Tax Claims ..............................................................................15
         2.03  Old Note Trustee Fees and Expenses............................................................... 15
         2.04 Unsecured Creditors Fund Expenses .................................................................15
ARTICLE 3  CLASSIFICATION OF CLAIMS AND INTERESTS ...............................................................16

         3.01  Class 1 - Priority Claims ........................................................................16
         3.02  Class 2 - Allowed Claims of Old Notes ............................................................16
         3.03  Class 3 - Other Secured Claims ...................................................................16
         3.04  Class 4 - General Unsecured Claims ...............................................................16
         3.05  Class 5 - Intercompany Notes .....................................................................16
         3.06  Class 6 - Subordinated Claims ....................................................................16
         3.07  Class 7 - Old Common Stock Interests .............................................................10
         3.08  Classification Rules .............................................................................10
         3.09  Inter-Company Claims .............................................................................11
ARTICLE 4  TREATMENT OF CLASSES UNDER THE PLAN ..................................................................17

         4.01  Class 1 - Priority Claims ........................................................................17
         4.02  Class 2 - Allowed Claims of Old Notes ............................................................17
         4.03  Class 3 - Other Secured Claims ...................................................................11
         4.04  Class 4 - General Unsecured Claims ...............................................................12
         4.05  Class 5 - Claims of Holders of Intercompany Notes ................................................18
         4.06  Class 6 - Subordinated Claims ....................................................................18
         4.07  Class 7 - Old Common Stock and Interests .........................................................18
         4.08  Controversy Concerning Impairment ................................................................12
ARTICLE 5 ACCEPTANCE OR REJECTION OF THE COMMITTE/HIGH RIVER PLAN ...............................................12

         5.01  Impaired Classes Entitled To Vote ................................................................12
         5.02  Acceptance by an Impaired Class of Claims ........................................................18
         5.03  Presumed Acceptance Plan by Unimpaired Classes ...................................................19

                                        i                                                                          

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ARTICLE 6 MEAN FOR IMPLEMENTATION OF                                                                               
THE COMMITTEE/HIGH RIVER PLAN ...................................................................................19

         6.01  Issuance of New Notes ............................................................................19
         6.02  Issuance of New Common Stock .....................................................................13
         6.03  Establishment of Unsecured Creditors Fund ........................................................14
         6.04  Reserve ..........................................................................................14
         6.05  Issuance of Subsidiary Stock .....................................................................14
ARTICLE 7  CONDITIONS PRECEDENT .................................................................................14

         7.01  Conditions Precedent to Confirmation Date ........................................................14
         7.02  Conditions to Effective Date .....................................................................21
         7.03  Waiver of Conditions .............................................................................15
ARTICLE 8 DISTRIBUTIONS .........................................................................................15

         8.01  Distributions ....................................................................................15
         8.02  Regulatory Conditions to Distribution ............................................................15
         8.03  Surrender of Notes and Other Securities ..........................................................22
         8.04  Survival of Certain Terms of the Old Notes Indenture .............................................16
         8.05  Method of Payment ................................................................................16
         8.06  Timing of Payment ................................................................................16
         8.07  Setoff ...........................................................................................16
         8.08  De Minimis Cash Distributions ....................................................................16
         8.09  Unclaimed Distributions to Creditors .............................................................23
         8.10  Rounding; Fractional Portions. ...................................................................17
         8.11  Treatment of Disputed Claims .....................................................................24
         8.12  Estimation of Claims .............................................................................18
         8.13  No Multiple Satisfactions ........................................................................18
         8.14  Registration and Listing of New Notes and New Common Stock .......................................25
ARTICLE 9  EXECUTORY CONTRACTS ..................................................................................19

         9.01  Assumption or Rejection of Executory Contracts and Unexpired Leases ..............................19
ARTICLE 10 EFFECTS OF CONFIRMATION ..............................................................................20

         10.01  Revesting of Assets .............................................................................20
         10.02  Discharge and Injunction ........................................................................20

                                       ii                                                                          

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         10.03  Retention of Jurisdiction .......................................................................20
         10.04  Subordination Rights ............................................................................28
         10.05  Effectuating Documents; Further Transactions; Timing ............................................22
         10.06  Ratification of Actions Taken ...................................................................22
         10.07  Modification of this Plan .......................................................................22
         10.08  Withdrawal of Proceedings by Old Notes Trustee ..................................................22

ARTICLE 11  MANAGEMENT AFTER CONFIRMATION .......................................................................22

         11.01  Board of Directors.............................................................................. 22
         11.02  Officers ........................................................................................23
         11.03  No Corporate Action Required ....................................................................23
         11.04  Powers and Duties of the Debtors ................................................................23
ARTICLE 12  MISCELLANEOUS PROVISIONS ............................................................................23

         12.01  Exemption from Transfer Taxes ...................................................................23
         12.02  Exculpation .....................................................................................24
         12.03  Permanent Injunction ............................................................................24
         12.04  Revocation or Withdrawal of the Plan ............................................................24
         12.05  Binding Effect ..................................................................................24
         12.06  Construction ....................................................................................24
         12.07  Time ............................................................................................24
         12.08  Headings ........................................................................................25
         12.09  Governing Law ...................................................................................25
         12.10  Existence of Committee ..........................................................................25
         12.11  Benefit Programs ................................................................................25
         12.12  Retiree Benefits ................................................................................25
         12.13  Payment of Statutory Fees .......................................................................25
         12.14  Cramdown ........................................................................................25
         12.15  Execution of Plan Documents .....................................................................25
         12.16  Post Consummation Effect Of Evidences Of Claims Or Interests ....................................25
         12.17  Successors And Assigns...........................................................................26
         12.18 Inconsistencies ..................................................................................26
         12.19 Compliance With Applicable Law ...................................................................26
         12.20 Severability .....................................................................................26
         12.21  Post Confirmation Fees and Expenses .............................................................27

                                      iii                                                                          

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                  The Official Committee of Unsecured Creditors appointed in the
above-captioned cases (the "Committee"), together with Cyprus LLC ("Cyprus") and
Larch LLC  ("Larch"),  each either a direct or  indirect  wholly  owned  limited
liability corporation owned by Carl C. Icahn (hereinafter  collectively referred
to as "High River" and, together with the Committee,  the "Proponents"),  hereby
propose the following  Modified Fifth Amended Joint Plan of Reorganization  (the
"Committee/High  River  Plan" or the  "Plan")  for the  above-captioned  Debtors
pursuant to section 1121(c) of the Bankruptcy Code.                             

 DEFINITIONS

                  As used in this  Plan,  the  following  terms  shall  have the
respective  meanings  specified below (such meanings to be equally applicable to
the singular  and plural,  and the  masculine,  feminine and neuter forms of the
terms defined).                                                                 

                  ADMINISTRATIVE  EXPENSE CLAIM means a Claim for payment of any
costs or expenses of administration of the Cases incurred after the commencement
of the Cases allowable under section 503(b) or 507(a)(1) of the Bankruptcy Code,
including,  without  limitation:  (a)  the  actual  and  necessary  expenses  of
preserving the estates of the Debtors;  (b) the actual and necessary expenses of
operating  the business of the Debtors (such as wages,  salaries or  commissions
for services rendered, or severance, bonuses or other amounts due and payable to
employees of the Debtors  pursuant to any order of the  Bankruptcy  Court);  (c)
indebtedness  or  obligations  incurred or assumed by the Debtors in  connection
with the conduct of their business, the acquisition or lease of property, or the
rendition of services to the Debtors;  (d) allowances of compensation  for legal
and other services and  reimbursement  of expenses  awarded pursuant to sections
327,328,  330, 331,  503(b),  or 1103 of the  Bankruptcy  Code,  (e) any amounts
necessary to cure defaults under assumed leases pursuant to ss.  363(b)(1)(A) of
the Bankruptcy Code, and (f) all fees or charges assessed against the Estates of
the Debtors  under 28 U.S.C.  ss. 1930;  provided,  however,  that an Exempt Tax
shall not be an Administrative Expense Claim.                                   

                  ADMINISTRATIVE    OPERATING    EXPENSE    CLAIM    means   all
Administrative  Expense  Claims  other  than  Administrative  Expense  Claims of
Professionals.                                                                  

                  ADR  PROCEDURE  means  the  alternative   dispute   resolution
procedure for resolution of timely filed personal  injury and product  liability
claims  approved  by an order of the  Bankruptcy  Court dated  August 24,  1998,
including any  litigation  commenced or to be commenced in accordance  with such
procedure.                                                                      

                  ALLOWED, when used in reference to a Claim or Interest,  means
any Claim  against or  Interest in the  Debtors:  (a) proof or  application  for
allowance  of which  was (i)  Filed on or  before  the  date  designated  by the
Bankruptcy  Court as the last date for Filing a Proof of Claim  against or Proof
of Interest in the Debtors,  (ii) later Filed with Bankruptcy  Court leave after
notice  and a  hearing,  or (iii) if no Proof of Claim or Proof of  Interest  or
application  for  allowance  was  Filed,  which  Claim or  Interest  has been or
hereafter is listed by the Debtors in the  Schedules as liquidated in amount and
not disputed or contingent; and (b) (i) which is due and payable and            

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as to which no objection to the allowance thereof has been interposed within the
applicable  period of limitation  fixed by this Plan, the  Bankruptcy  Code, the
Bankruptcy  Rules,  the Local Rules, or the Bankruptcy Court or (ii) as to which
any objection has been determined by Final Order of the Bankruptcy Court, to the
extent such  objection has been resolved in favor of the Holder of such Claim or
Interest.                                                                       

                  ASSETS  means  all  property  of the  Estates  of  each of the
Debtors.                                                                        

                  AVOIDING  POWER  CAUSES OF ACTION  means  rights and  remedies
accruing to the Debtors  pursuant to the  Bankruptcy  Code,  including  sections
544(b), 547, 548, 549, 550, or 553(b) thereof.                                  

                  BALLOTS  means  the  ballots   accompanying   the   Disclosure
Statement and this Committee/High River Plan upon which impaired Creditors shall
have indicated their acceptance or rejection of this Committee/High River Plan. 

                  BANKRUPTCY  CODE means the  Bankruptcy  Reform Act of 1978, as
amended, and as codified in title 11 of the United States Code.                 

                  BANKRUPTCY COURT means the United States  Bankruptcy Court for
the District of New Jersey or any court having  competent  jurisdiction  to hear
appeals or certiorari proceedings  therefrom,  or any successor thereto that may
be  established  by act  of  Congress  or  otherwise,  and  that  has  competent
jurisdiction over the Cases.                                                    

                  BANKRUPTCY   RULES  means  the  Federal  Rules  of  Bankruptcy
Procedure, as amended from time to time, as applicable to the Cases.            

                  BAR DATE means the last date for filing Claims as fixed by the
Bankruptcy Court.                                                               

                  BUSINESS DAY means any day except Saturday, Sunday or a "legal
holiday," as such term is defined in Bankruptcy Rule 9006(a).                   

                  CASES means the above-captioned  cases under chapter 11 of the
Bankruptcy Code in which GBHC, Funding, and Holdings are the Debtors.           

CASH means cash and cash equivalents.       

         CASINO COMMISSION means the New Jersey Casino Control
Commission.                                                                     

                  CAUSES  OF  ACTION  means  all  legal  and  equitable  claims,
demands,  or causes of action held by the Debtors against any Entity,  including
but not limited  to,  Avoiding  Power  Causes of Action and all Causes of Action
related to the Sands Trademark.                                                 

                  CLAIM means a "claim"  within the meaning of section 101(5) of
the Bankruptcy Code.                                                            

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                  CLASS means a class of Claims or  Interests as  classified  in
this Committee/High River Plan.                                                 

                  COLLATERAL  means any  property of the Estate that  secures an
Allowed Secured Claim.                                                          

                  COMMITTEE means the official committee of unsecured  creditors
which was  appointed  in the Cases  pursuant to section  1102 of the  Bankruptcy
Code.                                                                           

                  COMMITTEE/HIGH  RIVER PLAN OR PLAN means this  Modified  Fifth
Amended Joint Plan of  Reorganization  proposed by the Committee and High River,
as the same may be amended or modified by the Proponents. Any subsequently-filed
appendices,  exhibits,  or supplements hereto shall be deemed  incorporated into
and made a part hereof, as if fully set forth herein.                           

                  CONFIRMATION  DATE means the date the Clerk of the  Bankruptcy
Court enters the Confirmation Order on the docket of the Bankruptcy Court.      

                  CONFIRMATION  HEARING means the hearing  before the Bankruptcy
Court to consider confirmation of the Committee/High River Plan.                

               CONFIRMATION  ORDER means an order of the Bankruptcy  Court
confirming the  Committee/High  River Plan.                                     

                  CREDITOR means any Entity that has a Claim against the Debtors
that arose on or before the Petition  Date or a Claim against the Estates of any
kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code.      

                  DEBTORS means GBHC, Funding,  and Holdings in administratively
consolidated Case Nos.  98-10001,  98-10002,  and 98-10003 pending in the United
States  Bankruptcy  Court for the  District of New Jersey,  and  includes  GBHC,
Funding, and Holdings as debtors-in-possession.                                 

                  DISBURSING  AGENT means the  Reorganized  Debtors or, with the
Proponents' consent, their designee or designees.                               

                  DISCLOSURE   STATEMENT   means  the  Second   Modified  Master
Disclosure  Statement  dated as of April 3, 2000 filed by the Debtors,  together
with the Disclosure Supplement filed by the Proponents,  as each may be amended,
supplemented or further modified from time to time.                             

                  DISCLOSURE  SUPPLEMENT  means the Fifth Amended  Supplement to
the Master Disclosure Statement prepared by the Proponents.                     

               DISPUTED CLAIM means a Claim which is not an Allowed Claim.

                  EBITDA, as applied to the Reorganized Debtors,  means earnings
before interest, taxes, depreciation, and amortization.                         

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                  EFFECTIVE  DATE means a Business Day which is no more than ten
(10) Business Days after the  Confirmation  Date,  upon which (a) no stay of the
Confirmation Order is in effect and (b) the conditions to the Effective Date set
forth  in  this  Plan  have  been  satisfied  or  waived.  The  closings  of the
transactions  contemplated  by this Plan shall  occur  contemporaneously  on the
Effective Date. The Proponents  shall file a notice of the Effective Date within
three (3) days after its occurrence, which shall be served upon those requesting
notice in the Cases pursuant to Bankruptcy Rule 2002.                           

                  ENTITY means an "entity" within the meaning of section 101(15)
of the Bankruptcy Code.                                                         

                  ESTATES  mean the  estates  of the  Debtors  created  upon the
commencement of the Cases pursuant section 541 of the Bankruptcy Code.          

                  EXEMPT TAX means any stamp, recording or similar tax or charge
(including any penalties,  interest or additions  thereto) within the meaning of
section  1146(c) of the Bankruptcy  Code which may be imposed by the laws of any
state upon the transactions contemplated under, or necessary for the success of,
the  Committee/High  River Plan,  including  without  limitation,  any  mortgage
recording,  securities transfer,  deed transfer,  documentary transfer, or gains
taxes.                                                                          

                  FILE, FILED,  FILING, OR FILES shall mean file, filed,  filing
or files, respectively, with the Bankruptcy Court in the Cases.                 

                  FINAL ORDER means an order or judgment of the Bankruptcy Court
or other  court of  competent  jurisdiction,  as  entered  on the docket of such
court,  that has not been reversed or stayed,  and as to which:  (a) the time to
appeal or petition  for  certiorari  has expired and no  timely-filed  appeal or
petition  for  certiorari  is pending,  or (b) any appeal  taken or petition for
certiorari  filed has been  resolved by the highest  court to which the order or
judgment was appealed or from which certiorari was sought.                      

                  FRACTIONAL  POOL TRUST means the trust to be  established  for
the purpose of aggregating, holding for so long as is necessary, and liquidating
as soon as practicable for the account and benefit of the Old Note Holders,  the
fractional  New Notes and  distributing  the proceeds  thereof to the beneficial
holders of Old Note Claims in proportion to their  respective  rights to receive
fractional New Notes.                                                           

                  FRACTIONAL  POOL TRUST  AGREEMENT  means the form of agreement
establishing  the Fractional Pool Trust.                                        

                  FRACTIONAL  POOL  TRUSTEE  means the  Entity  retained  by the
Debtors under the Fractional  Pool Trust  Agreement to administer the Fractional
Pool Trust.                                                                     

                  FUND DEPOSIT has the meaning set forth in Section 4.04 herein.

FUNDING means GB Property Funding Corp.     

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GBCC means Greate Bay Casino Corporation.   

                  GBCC STAY RELIEF  MOTION  means that  certain  motion filed by
GBCC on or about  December 23, 1998 seeking  relief from the  automatic  stay to
enable GBCC to transmit a letter  purporting  to terminate  the Sands  Trademark
Master License Agreement, and all appeals filed by GBCC with respect thereto.   

GBHC means Greate Bay Hotel and Casino, Inc.

                  GENERAL  UNSECURED  CLAIM means any Claim  against the Debtors
which arose or which is deemed by the  Bankruptcy  Code to have arisen  prior to
the Petition Date, and which is not a Claim in any other Class.                 

                  HIGH  RIVER  means  Cyprus LLC and Larch  LLC,  each  either a
direct or  indirect  wholly-owned  limited  liability  company  owned by Carl C.
Icahn.                                                                          

                  HIGH  RIVER  INVESTMENT  means  High  River's  acquisition  of
4,625,000  shares  of New  Common  Stock on the  Effective  Date  for the  total
purchase price of $65 million in Cash.                                          

                  HIGH  RIVER  STOCK  PURCHASE   AGREEMENT  means  that  certain
agreement pursuant to which High River shall be obligated to make the High River
Investment.                                                                     

                  HOLDER  means  any  entity  holding a Claim or  Interest,  and
includes the beneficial Holder of such Claim or Interest.                       

HOLDINGS means GB Holdings, Inc.            

                  INTERCOMPANY NOTES means that certain Subordinated  Promissory
Note of GBHC in  favor of PRT  Funding  Corp.  dated  February  17,  1994 in the
principal amount of $10,000,000 and that certain Subordinated Promissory Note of
GBHC in  favor  of  Pratt  Casino  Corporation  dated  January  14,  1997 in the
principal amount of $5,000,000.                                                 

                  INTERESTS  means  any  and  all  rights  arising  out  of  the
ownership  of Old  Common  Stock,  including  all  Claims  against  the  Debtors
resulting  from the  rescission of a purchase or sale of Old Common  Stock,  for
damages  arising  from  the  purchase  or  sale  of  Old  Common  Stock,  or for
reimbursement  or  contribution  allowed  under section 502 on account of such a
Claim, and all rights arising out of contracts,  options or warrants to purchase
or sell Old Common Stock.                                                       

                  LOCAL RULES means the Local  Bankruptcy  Rules of the District
of New Jersey, as applicable to the Case.                                       

         LVSI means Las Vegas Sands, Inc., or any successor in
interest.                                                                       

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                  NEW COMMON STOCK means the ten million  (10,000,000) shares of
new common  stock of  Reorganized  Holdings,  par value $ .01 per  share,  to be
issued  pursuant  to the  Committee/High  River  Plan,  in  accordance  with the
exemption from registration provided under section 1145 of the Bankruptcy Code. 

                  NEW  FUNDING  BY-LAWS  means the new  by-laws  of  Reorganized
Funding to be effective  from and after the Effective Date and which shall be in
a form acceptable to the Proponents.                                            

                  NEW  FUNDING   CERTIFICATE   means  the  new   Certificate  of
Incorporation  of  Reorganized  Funding,  to be  effective  from and  after  the
Effective Date, and which shall be in a form acceptable to the Proponents.      

                  NEW GBHC BY-LAWS means the new by-laws of Reorganized  GBHC to
be  effective  from and after the  Effective  Date and which  shall be in a form
acceptable to the Proponents.                                                   

                  NEW  HOLDINGS  BY-LAWS  means the new  by-laws of  Reorganized
Holdings to be effective from and after the Effective Date and which shall be in
a form  acceptable to the  Proponents,  and filed no later than twenty (20) days
prior to the Confirmation Hearing.                                              

                  NEW  HOLDINGS   CERTIFICATE   means  the  new  Certificate  of
Incorporation  of  Reorganized  Holdings,  to be  effective  from and  after the
Effective  Date,  and which shall be in a form  acceptable to the Proponents and
filed no later than twenty (20) days prior to the Confirmation Hearing.         

                  NEW  MIRROR  NOTE  means  a  secured  note  in the  amount  of
$110,000,000 that  substantially  mirrors the payment terms and interest rate of
the New  Notes,  to be  executed  by  Reorganized  GBHC in favor of  Reorganized
Funding.                                                                        

                  NEW NOTES means the $110 million principal amount of 11% First
Mortgage Notes due 2005, to be issued by  Reorganized  Holdings on the Effective
Date, in accordance with the exemption from registration  provided under section
1145 of the Bankruptcy Code.                                                    

                  NEW NOTES  INDENTURE  means the trust  indenture  pursuant  to
which the New Notes will be issued,  a copy of which will be filed no later than
twenty (20) days prior to the deadline for submission of Ballots.               

                  NEW  NOTES  TRUSTEE  means  the  financial  institution  to be
selected  by the  Proponents  which will  serve as  trustee  under the New Notes
Indenture.                                                                      

                  OLD COMMON STOCK means the common stock of Holdings, GBHC, and
Funding  issued and  outstanding  prior to the Petition  Date,  and includes any
options or warrants or rights to acquire Old Common Stock.                      

                  OLD  GUARANTEES  means the  guarantees by GBHC and Holdings of
the Old Notes.                                                                  

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                  OLD MIRROR  NOTE  means the note  issued by GBHC to Funding in
the original principal amount of $185,000,000 and related documents.            

                  OLD NOTES  means the  10-7/8%  First  Mortgage  Notes due 2004
issued by Funding and guaranteed by GBHC and Holdings.                          

                  OLD NOTES INDENTURE means the Indenture  pursuant to which the
Old Notes were issued.                                                          

                  OLD NOTES  TRUSTEE  means the Entity  serving as trustee under
the Old Notes Indenture.                                                        

                  OTHER  SUBORDINATED  CLAIMS  means  Claims  against any of the
Debtors  which are junior in priority to General  Unsecured  Claims by virtue of
contract, applicable law, or order of the Bankruptcy Court.                     

                  PETITION DATE means January 5, 1998, the date of Filing of the
voluntary petitions for relief commencing the Cases.                            

                 PLAN SECURITIES means the New Notes and the New Common Stock.

                  PLAN SUPPLEMENT means the appendices  and/or  supplements that
may be filed by the Proponents prior to the Confirmation Date which may include,
but not be limited to, the High River Stock  Purchase  Agreement,  the New Notes
Indenture,  the New Certificate of Incorporation  and the New By-Laws,  and such
other documents as may be necessary or appropriate.                             

                  PRIORITY  CLAIM  means any  Claim to the  extent  entitled  to
priority in payment under sections 507(a)(2)-(7) or (9) of the Bankruptcy Code. 

                  PRIORITY  TAX CLAIM means any Claim to the extent  entitled to
priority in payment under section 507(a)(8) of the Bankruptcy Code.             

                  PROFESSIONALS    means   Entities   whose    compensation   or
reimbursement  of expenses must be authorized by order of the  Bankruptcy  Court
pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code.

                  PROOF OF CLAIM or  PROOF OF  INTEREST  means a Filed  Proof of
Claim or Proof of Interest.                                                     

                  RECORD DATE means the date on which Creditors entitled to vote
on the  Committee/High  River Plan are  determined by their record  ownership of
Claims,  which  date  shall be the  date of entry of an order of the  Bankruptcy
Court approving the Disclosure Statement.                                       

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                  REGULATORY  CONDITIONS  means those  conditions  described  in
Section 8.02 of this Plan.                                                      

                  REORGANIZED, when referring to the Debtors or any one of them,
means  the  Debtors  or any one of them  after the  Confirmation  Order has been
entered and, for purposes of making or effectuating any distribution  hereunder,
shall also include the Debtors or any one of them.                              

                  SANDS means the real and personal  property  owned by GBHC and
used or useful in the conduct of the business of the Sands Casino Hotel, Indiana
Avenue and Brighton Park, Atlantic City, New Jersey.                            

                  SANDS TRADEMARK means the trademark "Sands" owned by LVSI, and
used by the Debtors in the conduct of their business operations at the Sands.   

                  SANDS  TRADEMARK  MASTER LICENSE  AGREEMENT means that certain
agreement or agreements between LVSI and GBCC concerning the Sands Trademark.   

                  SANDS  TRADEMARK  SUBLICENSE  AGREEMENT  means that  purported
agreement  between GBCC and GBHC concerning the Debtors' rights to use the Sands
Trademark in the conduct of their business operations at the Sands.             

                  SCHEDULES  means the Schedules of Assets and  Liabilities  and
Statements of Executory  Contracts and Financial Affairs,  as amended,  filed by
the Debtors in accordance with the Bankruptcy Rules.                            

                  SECURITY DOCUMENTS means the documents that create and perfect
all  liens,   mortgages  and  security   interests  which  secure  the  Debtors'
obligations under the Old Notes.                                                

                  SECURED  CLAIM  means a Claim  against  the  Debtors  which is
deemed by the  Bankruptcy  Code to have arisen  prior to the  Petition  Date and
which is (i) secured by a valid lien, security interest, or other encumbrance on
Collateral,  or (ii) subject to setoff under section 553 of the Bankruptcy Code,
but only to the extent of the value of the  Collateral,  or to the extent of the
amount  subject to setoff,  determined in accordance  with section 506(a) of the
Bankruptcy Code, as modified by section 1111(b) of the Bankruptcy Code.         

                  UNCLAIMED  DISTRIBUTION  means,  in  respect  of any  Class of
Claims,  all Cash or  other  property  deemed  to be  "Unclaimed  Distributions"
pursuant to Section 8.09 of this Plan.                                          

                  UNSECURED  CREDITORS  FUND means an account to be  established
under  this Plan and used to pay (a)  Allowed  General  Unsecured  Claims as set
forth  in  Article  4  and  (b)  expenses  of  the  Unsecured   Creditors   Fund
Administrator  in excess of those paid by the  Reorganized  Debtors  pursuant to
Section 2.04 hereof.                                                            

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                  UNSECURED   CREDITORS  FUND  ADMINISTRATOR  means  the  Entity
designated  by the  Committee,  with the  reasonable  consent of High River,  to
administer the Unsecured Creditors Fund.                                        

                  UNSECURED   CREDITORS   FUND  EXPENSES   means  the  expenses,
including attorneys fees, incurred by the Unsecured Creditors Fund Administrator
in administering the Unsecured Creditors Fund, inclusive of any fees incurred in
negotiating and/or litigating the pending personal injury matters.              

                  VOTING   PROCEDURES   ORDER   means   the   Order   Scheduling
Confirmation  Hearing for this Plan of  Reorganization  and Establishing  Voting
Procedures thereto dated April 20, 2000.                                        

                DOCUMENT  REFERENCES.  All  references  to  documents  shall
include all  addenda,  exhibits and schedules attached thereto or referred to   
therein.                                                                        

                  OTHER  DEFINITIONS.  A term used and not defined  herein,  but
that is  defined  in the  Bankruptcy  Code,  shall  have the  meaning  set forth
therein.  The words "herein,"  "hereof,"  "hereto,"  "hereunder,"  and others of
similar import refer to this Committee/High River Plan as a whole and not to any
particular section, subsection, or clause contained in this Committee/High River
Plan. The word  "including"  shall mean  "including,  without  limitation."  The
singular  shall  include the plural and vice versa unless the context  otherwise
requires.                                                                       

 ARTICLE 2

ADMINISTRATIVE AND PRIORITY TAX CLAIMS

2.01  ADMINISTRATIVE EXPENSE CLAIMS.        

                  (a)  Except  as set  forth  in  section  2.03  below,  Allowed
Administrative  Operating  Expense Claims will be paid in Cash, on the Effective
Date, or, if such Claim becomes  Allowed after the Effective  Date,  within five
(5) days after such Claim becomes  Allowed.  All requests by  Professionals  for
final allowance of compensation and  reimbursement of expenses accrued as of the
Effective  Date must be Filed  with the Court  within  sixty (60) days after the
Effective  Date and will be paid within  five (5) days after such Claims  become
Allowed. The estimated amount of unpaid fees and expenses of Professionals as of
the Effective  Date will be deposited by the Debtors in a segregated  account on
or prior to the Effective Date, in accordance with Bankruptcy Rule 3020(a). Such
escrowed  funds shall be used to pay Allowed  Administrative  Expense  Claims of
Professionals  and any funds  remaining  after  making all such  payments  shall
revest in the Reorganized Debtors.                                              

                  (b) Holders of  Administrative  Operating Expense Claims shall
not  be  required  to  File  any  request  for  payment  of  such  Claims.   All
Administrative  Operating  Expense Claims which are not due and payable by their
terms as of Effective Date shall be assumed by the Reorganized Debtors, and paid
in accordance with their terms,  subject to all applicable  offsets and defenses
which the Debtors,  the  Reorganized  Debtors,  or any one of them,  may hold to
payment of such Claims.                                                         

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                  2.02  PRIORITY  TAX CLAIMS.  At the option of the  Proponents,
each  holder of an Allowed  Priority  Tax Claim shall be paid the full amount of
such Allowed  Priority Tax Claim, (a) in Cash, on the later of (i) the Effective
Date (or as soon thereafter as is  practicable),  or (ii) the first Business Day
after  such  Claim  becomes  an  Allowed  Claim  (or as  soon  thereafter  as is
practicable);  or (b) in equal quarterly  installments of principal and interest
at the applicable  legal rate over a period not to exceed six (6) years from the
date of assessment of such Priority Tax Claim.                                  

                  2.03 OLD NOTES TRUSTEE FEES AND EXPENSES. After application to
the  Bankruptcy  Court  within  sixty  (60) days  after the  Effective  Date and
approval of such  application by Final Order,  the Reorganized  Debtors will pay
all  Allowed  fees and  expenses  of the Old  Notes  Trustee  incurred  in or in
connection with the Cases.  The  Reorganized  Debtors will deposit the estimated
amount of fees and expenses of the Old Notes Trustee in a segregated  account on
the  Effective  Date,  which funds will be used to make payments of Allowed fees
and expenses of the Old Notes  Trustee.  Nothing  contained in this Plan affects
the Old Notes  Trustee's  rights pursuant to the Old Notes Indenture to assert a
lien on the  distributions  due to Holders of Old Notes to secure payment of its
fees and expenses. After the Effective Date, the reasonable fees and expenses of
the Old Notes Trustee  incurred in making  distributions to Holders of Old Notes
under this Plan shall be paid by the Reorganized Debtors in the ordinary course.
If the Old Notes Trustee does not serve as the Disbursing  Agent,  then the Plan
Securities distributed to the Disbursing Agent may be subject to the lien of the
Old Notes Trustee under the Old Notes Indenture.                                

                  2.04 UNSECURED  CREDITORS  FUND EXPENSES.  After the Effective
Date,  the  Reorganized  Debtors shall from time to time reimburse the Unsecured
Creditors  Fund  Administrator  for the Unsecured  Creditors Fund Expenses in an
amount that shall not exceed  $200,000,  subject to allowance  of such  expenses
upon application by the Unsecured Creditors Fund Administrator to the Bankruptcy
Court. The remaining  Unsecured  Creditors Fund Expenses,  if any, shall be paid
from the Unsecured  Creditors  Fund,  subject to allowance of such expenses upon
application  by the Unsecured  Creditors  Fund  Administrator  to the Bankruptcy
Court.                                                                          

 ARTICLE 3

CLASSIFICATION OF CLAIMS AND INTERESTS

             3.01 CLASS 1 - PRIORITY  CLAIMS.  Class 1 consists of all
Allowed  Priority  Claims  against any Debtor.  Class 1 is unimpaired.          

              3.02  CLASS 2 -  ALLOWED  CLAIMS  OF OLD  NOTES.  Class  2
consists  of all  Allowed  Claims  of Holders of Old Notes against any Debtor.  
Class 2 is impaired.                                                            

               3.03 CLASS 3 - OTHER  SECURED  CLAIMS.  Class 3 consists of
all  Allowed  Secured  Claims  (other than the Old Notes) against any Debtor.   
Class 3 is unimpaired.                                                          

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                3.04 CLASS 4 - GENERAL  UNSECURED  CLAIMS.  Class 4 consists
of all  Allowed  General  Unsecured Claims against any Debtor.  Class 4 is      
impaired.                                                                       

                  3.05 CLASS 5 -  INTERCOMPANY  NOTES.  Class 5 consists  of all
Allowed Claims of Holders of any Intercompany Notes against any Debtor.  Class 5
is impaired.                                                                    

            3.06  CLASS  6 -  OTHER  SUBORDINATED  CLAIMS.  Class  6
consists  of all  Allowed  Subordinated Claims against any Debtor.  Class 6 is  
impaired.                                                                       

                 3.07  CLASS 7 - OLD COMMON STOCK INTERESTS.  Class 7 consists
of all Old Common Stock Interests in the Debtors.  Class 7 is impaired.         

                  3.08  CLASSIFICATION  RULES. A Claim is in a particular  Class
only to the extent that the Claim qualifies  within the description of Claims of
that  Class,  and such  Claim is in a  different  Class to the  extent  that the
remainder of the Claim qualifies  within the description of the different Class.
Pursuant to section  1123(a)(4) of the Bankruptcy  Code, all Allowed Claims of a
particular  Class  shall  receive  the same  treatment  unless  the  Holder of a
particular  Allowed Claim agrees to a less favorable  treatment for such Allowed
Claim.  Pursuant to section 510(a) of the Bankruptcy  Code, this Plan shall give
effect to  subordination  agreements  which  are  enforceable  under  applicable
nonbankruptcy law, except to the extent the beneficiary or beneficiaries thereof
agree to less  favorable  treatment.  This Plan  shall  also give  effect to the
subordination  rules of  sections  510(b) and (c) of the  Bankruptcy  Code.  The
inclusion  of a  Creditor  by name  in any  Class  is for  purposes  of  general
description  only,  and includes all Entities  claiming as  beneficial  interest
holders,  assignees,  heirs, devisees,  transferees or successors in interest of
any kind of the Creditor named.                                                 

                  3.09  INTER-COMPANY  CLAIMS.  With  the  exception  of  Claims
arising from the Old Mirror Note, which shall be treated in the manner set forth
in Section  6.06 of this Plan,  Claims by any Debtor  against  any other  Debtor
shall be cancelled and extinguished, including all Claims arising out of the Old
Guarantees.                                                                     

 ARTICLE 4

 TREATMENT OF CLASSES UNDER THE PLAN

                  4.01 CLASS 1 - PRIORITY  CLAIMS.  Class 1 is unimpaired.  Each
Holder  of a Class 1 Claim  shall  be paid the  Allowed  amount  of such  Claim,
including all applicable  interest and other charges to which the Holder of such
Allowed Priority Claim may be entitled under applicable law or contract,  to the
extent permitted under the applicable  provision of section 507(a),  in Cash, on
the later of: (a) the Effective Date (or as soon  thereafter as is  practicable)
and (b) the first  Business Day after such Claim becomes an Allowed Claim (or as
soon thereafter as is practicable).                                             

                  4.02  CLASS  2 -  ALLOWED  CLAIMS  OF OLD  NOTES.  Class  2 is
impaired.  Holders of Class 2 Claims  shall share pari passu and pro rata in the
New Notes and 5,375,000 shares of New Common Stock. All distributions to Class 2
shall occur on the Effective Date (or as soon                                   

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thereafter  as is  practicable)  or as soon as legally  permissible  thereafter.
After the Effective  Date, the  Reorganized  Debtors shall use their  reasonable
good faith best efforts to register the Plan  Securities and have them listed on
a national securities exchange pursuant to Section 8.14 herein.                 

                  4.03 CLASS 3 - OTHER SECURED CLAIMS. Class 3 is unimpaired. On
the  Effective  Date,  the  agreements  giving  rise to Class 3 Claims  shall be
reinstated and all defaults  thereunder  shall be cured pursuant to section 1124
of the Bankruptcy Code.                                                         

                  4.04 CLASS 4 - GENERAL UNSECURED CLAIMS.  Class 4 is impaired.
Each  holder  of a Class 4 Claim  shall  receive,  in Cash,  on the later of the
Effective Date or the date on which such Claim becomes an Allowed Claim, its pro
rata share of the Unsecured  Creditors Fund. The Unsecured  Creditors Fund shall
consist of Cash deposited by the Reorganized  Debtors on the Effective Date (the
"Fund Deposit") equal to $5,360,000;  provided,  however, that if the Bankruptcy
Court  determines  that Holders of Claims in Class 4 may receive more value than
is to be distributed  with regard to other  unsecured  Claims,  the Fund Deposit
shall be  increased  to the level that would  afford,  up to an  estimated  100%
dividend on the estimated total Allowed Class 4 Claims,  as the Bankruptcy Court
determines  does not unfairly  discriminate  pursuant to section  1129(b) of the
Bankruptcy Code. In addition,  the Class 4 Creditors may also receive such other
and different  treatment as the Bankruptcy Court permits so as to insure maximum
recovery by Class 4 Creditors in accordance with applicable law.                

                  4.05 CLASS 5 - INTERCOMPANY  NOTES CLAIMS.  Holders of Class 5
Claims shall be allocated  New Common Stock in an amount equal to  approximately
995,079 shares. However, pursuant to section 510 of the Bankruptcy Code, all New
Common Stock so allocated  shall be distributed to Holders of Old Notes in Class
2,  on  account  of  and  pursuant  to  the  subordination   provisions  of  the
Intercompany Notes. Holders of Claims in this Class shall retain no distribution
in respect of their Claims.                                                     

             4.06 CLASS 6 -  OTHER  SUBORDINATED  CLAIMS.  Holders  of
Class  6  Claims  shall  receive  no distribution in respect of their Claims.   

                  4.07 CLASS 7 - OLD COMMON STOCK INTERESTS.  Holders of Class 7
Interests shall receive no distribution in respect thereof. The Old Common Stock
Interests shall be cancelled,  extinguished,  and of no further force and effect
as of the Effective Date.                                                       

                  4.08  CONTROVERSY  CONCERNING  IMPAIRMENT.  In the  event of a
controversy  as to whether any  Creditor or Holder of an  Interest,  or Class of
Creditors  or Class of Holders of  Interests  is impaired  under this Plan,  the
Bankruptcy Court shall, after notice and a hearing, determine such controversy. 

 ARTICLE 5

ACCEPTANCE OR REJECTION OF THE COMMITTEE/HIGH RIVER PLAN

                  5.01  IMPAIRED  CLASSES  ENTITLED  TO VOTE.  Classes  2, 4, 5,
6, and 7 are  impaired  under this Plan.  Each Holder of an Allowed Claim in    
Classes 2 and 4 shall be entitled to vote to                                    

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accept or reject this Plan.  Classes 5, 6, and 7 are  presumed to have  rejected
this Plan pursuant to section 1126(g) of the Bankruptcy Code and do not have the
right to vote thereon.                                                          

                  5.02  ACCEPTANCE  BY AN IMPAIRED  CLASS OF CLAIMS.  A Class of
Creditors shall have accepted this Plan if Creditors  casting Ballots holding at
least two-thirds in the aggregate dollar amount and more than one-half in number
of the Allowed Claims of such Class vote to accept this Plan.                   

                  5.03 PRESUMED ACCEPTANCE BY UNIMPAIRED CLASSES Classes 1 and 3
are unimpaired under this Plan, and,  therefore,  are  conclusively  presumed to
accept this Plan pursuant to section  1126(f) of the Bankruptcy  Code and do not
have a right to vote thereon.                                                   

 ARTICLE 6

 MEANS FOR IMPLEMENTATION OF THE COMMITTEE/HIGH RIVER PLAN

                  6.01 ISSUANCE OF NEW NOTES On the  Effective  Date and subject
to the Regulatory Conditions, (i) Reorganized Funding will issue and Reorganized
Holdings  and  Reorganized  GBHC  will  guarantee,  the New  Notes  in  integral
multiples  of  $1,000,  in  accordance  with  the New  Notes  Indenture  and all
mortgages,  liens and security  interests securing the New Notes will be created
and perfected, (ii) the New Notes will be delivered to the Disbursing Agent, and
(iii) the Old Notes Indenture, the Security Documents, and all mortgages, liens,
security  interests  and  encumbrances  securing  the Old  Notes  will be deemed
canceled,  terminated,  extinguished  and of no force or effect as  between  the
Debtors and the Old Notes Trustee.                                              

                  6.02 ISSUANCE OF NEW COMMON STOCK.  On the Effective  Date and
subject  to the  Regulatory  Conditions,  Reorganized  Holdings  will  issue and
deliver  4,625,000  shares of New Common Stock to High River in exchange for the
High  River  Investment.  Reorganized  Holdings  will  issue and  deliver to the
Disbursing  Agent an  additional  5,375,000  shares  of New  Common  Stock,  for
distribution  to Holders of Old Notes.  On the Effective  Date, the New Holdings
By-Laws and the New Holdings Certificate shall be deemed adopted and approved.  

                  6.03 ESTABLISHMENT OF UNSECURED  CREDITORS FUND On or prior to
the  Confirmation  Date, the Committee shall  designate the Unsecured  Creditors
Fund  Administrator.  On the  Effective  Date,  the  Reorganized  Debtors  shall
transfer the Fund Deposit to the  Unsecured  Creditors  Fund pursuant to Section
4.04 herein.                                                                    

                  6.04  OTHER  RESERVES  As  soon  as   practicable   after  the
Confirmation  Date, the Disbursing Agent shall reserve for distribution all Cash
to be  distributed  or escrowed on the Effective Date under this Plan other than
that the Fund Deposit to be transferred to the Unsecured Creditors Fund pursuant
to Section 4.04 herein.                                                         

                  6.05  ISSUANCE OF SUBSIDIARY  STOCK.  On the  Effective  Date,
Reorganized  Funding and  Reorganized  GBHC will each issue to  Reorganized     
Holdings 100 shares of common stock in exchange for $250,  which will  represent
all of the issued and outstanding common stock of Reorganized Funding and       
Reorganized GBHC.  On the Effective Date, the                                   

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New Funding Certificate, the New Funding By-Laws, and the New GBHC By-Laws shall
be deemed adopted and approved.                                                 

                  6.06  EXCHANGE  OF  MIRROR  NOTES.   On  the  Effective  Date,
Reorganized  GBHC will issue to Reorganized  Funding the New Mirror Note in full
satisfaction of GBHC's obligations under the Old Mirror Note.                   

                  6.07  ASSIGNMENT  AND  ASSUMPTION  OF LVSI  AGREEMENT.  On the
Effective Date,  Cyprus and Larch shall assign to Reorganized  GBHC all of their
right, title, and interest in that certain High River Sands Agreement dated June
8, 2000 between and among Cyprus, Larch, and LVSI regarding the Sands Trademark,
and  Reorganized  GBHC shall assume such agreement and all of the obligations of
Cyprus and Larch thereunder pursuant to its terms.                              

 ARTICLE 7

CONDITIONS PRECEDENT

                  7.01 CONDITIONS PRECEDENT TO CONFIRMATION. Confirmation of the
Plan  is  subject  to the  satisfaction  or  waiver  of  each  of the  following
conditions:                                                                     

                  (a) the Bankruptcy Court has entered the Confirmation Order in
form and substance acceptable to the Proponents  containing findings,  supported
by  evidence  adduced at the  Confirmation  Hearing,  or  ordering,  among other
things, that upon the occurrence of the Effective Date, the issuance of all Plan
Securities and the execution of any required indenture and security documents in
respect  thereto  shall have been duly and validly  authorized  by all necessary
corporate action;  that the lien, title or other interest in collateral  created
by such  indenture and  instruments  shall be valid and binding and  enforceable
against the Reorganized  Debtors,  as the case may be, and such collateral shall
be subject to no prior, pari passu or subordinate  encumbrances or claims except
as provided  for in such  documents;  that any  fractional  note pool trustee as
required by the Fractional  Pool Trust Agreement shall be authorized to serve as
such under the Fractional  Pool Trust  Agreement and shall be authorized to rely
on information concerning the identity and size of beneficial holders of the Old
Notes from registered  holders of such Notes and that the disbursing  agents are
authorized to aggregate and deliver  fractional  New Notes  aggregated  into New
Notes to such Fractional Pool Trustee;  that, pursuant to section 1146(c) of the
Bankruptcy  Code,  the  issuance,  transfer  or  exchange  of  notes  or  equity
securities  under the  Committee/High  River Plan, the creation of any mortgage,
deed of trust or other security interest,  the making or assignment of any lease
or  sublease,  or the  making or  delivery  of any deed or other  instrument  of
transfer  under,  in furtherance  of, or in connection  with the  Committee/High
River Plan, including,  without limitation,  any merger agreements or agreements
of  consolidation,  deeds,  bills of sale or assignments  executed in connection
with any of the transactions  contemplated under the Committee/High  River Plan,
shall not be subject to any stamp, real estate transfer,  mortgage  recording or
other similar tax; all sale transactions consummated by the Debtors and approved
by the Bankruptcy Court on and after the Petition Date through and including the
Effective Date  including the sale by the Debtors of owned property  pursuant to
section 363(b) of the Bankruptcy Code and the assumption, assignment and sale by
the Debtors of unexpired  leases of  non-residential  real property  pursuant to
section 365(a) of the Bankruptcy  Code, shall be deemed to have been made under,
in furtherance of, or                                                           

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in connection with the Committee/High River Plan and, thus, shall not be subject
to any stamp, real estate transfer, mortgage recording or other similar tax; and
that all recording officers and other entities whose duties include  recordation
of documents  lodged for recording shall record,  file and accept such documents
delivered  under the  Committee/High  River Plan without the  imposition  of any
charge, fee, governmental assessment or tax and in such other form and substance
reasonably satisfactory to the Proponents;                                      

                  (b) the Debtors have received any consent of any  governmental
units whose consent is required for confirmation.                               

                  7.02 CONDITIONS PRECEDENT TO EFFECTIVE DATE. The occurrence of
the  Effective  Date is  subject  to the  satisfaction  or waiver of each of the
following conditions:                                                           

        (a) the Confirmation Order has become a Final Order;

        (b) the New Notes  Indenture,  in a form  reasonably
satisfactory  to the  Proponents,  has been qualified under the Trust Indenture 
Act;                                                                            

                  (c) no conditions  (other than  Regulatory  Conditions) to the
issuance  or  authentication  of  the  New  Notes  or  New  Common  Stock  to be
distributed  to the  Disbursing  Agent  pursuant  to this  Plan or the New Notes
Indenture shall be unsatisfied;                                                 

                  (d) the New Notes and New Common Stock have been authenticated
and distributed to the Disbursing Agent;                                        

                  (e) all  other  requirements  of  applicable  laws  have  been
satisfied; and                                                                  

                  (f) the Casino  Commission  has  approved the issuance of Plan
Securities  and such other  provisions of this Plan for which Casino  Commission
approval may be necessary under applicable law to consummate the Plan.          

                  7.03 WAIVER OF CONDITIONS. The Proponents shall have the right
to waive the condition to the Effective Date set forth in Section 7.02(a) herein
notwithstanding the pendency of an appeal of the Confirmation Order or any order
related  thereto,  so long as  there  is no stay of the  Confirmation  Order  in
effect.  The Effective  Date may occur before the  expiration of time to take an
appeal or to seek  reconsideration  of the Confirmation Order without the giving
of any  notice to any  objecting  party.  In the event of any such  appeal,  the
Proponents may seek the dismissal of such appeal as moot following the Effective
Date.                                                                           

 ARTICLE 8

 DISTRIBUTIONS

                  8.01  DISTRIBUTIONS.  All distributions  under this Plan other
than  those to  members of Class 4 shall be made by the  Disbursing  Agent.  All
distributions to members of Class 4 shall                                       

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be made by the  Unsecured  Creditors  Fund  Administrator.  The  record  date   
for all  distributions  shall be the Confirmation Date.                         

                  8.02  REGULATORY  CONDITIONS TO  DISTRIBUTION.  The Disbursing
Agent  shall  issue the New Notes and New  Common  Stock to Holders of Old Notes
entitled  to  receive  such  securities  as and  when all  regulatory  approvals
required  as a condition  to  issuance of such New Notes or New Common  Stock to
such  Holder (the  "Regulatory  Conditions")  have  either  been  granted by the
appropriate  regulatory  body,  have  been  waived,  or are not  required  under
applicable  law. An Entity that is not entitled to be issued New Common Stock by
reason of Regulatory Conditions or otherwise shall have no rights of a Holder of
such  New  Common  Stock,  including  rights  to vote  such  shares,  until  all
Regulatory  Conditions  with respect to such Entity or other  requirements  have
been satisfied and the New Common Stock has been issued to the Entity.          

                  8.03  SURRENDER  OF NOTES  AND  OTHER  SECURITIES.  Except  as
otherwise  ordered by the Bankruptcy  Court, to receive any  distribution  under
this Plan,  each Holder of an Old Notes Claim will be required to surrender  all
of its  Old  Notes  to  the  Disbursing  Agent.  Failure  to  comply  with  such
requirements  will bar a Holder of Old Notes from  receiving  any  distributions
under this Plan.  Notwithstanding  the  foregoing,  all of the Old Notes will be
deemed  surrendered,  canceled,  and of no  further  force or  effect  as of the
Effective  Date,  whether or not the Old Notes are  delivered to the  Disbursing
Agent. Delivery of the Old Notes is required for administrative convenience only
and any such delivery  shall not alter a Holder of Old Notes' legal or equitable
rights against any Entity other than the Debtors, if any.                       

                  The manner and procedure to be followed for  surrendering  Old
Notes and for providing  necessary  affidavits  and bonds shall be prescribed by
the  Disbursing  Agent upon  reasonable  notice  sent to all Holders of Old Note
Claims.                                                                         

                  8.04  SURVIVAL  OF CERTAIN  TERMS OF THE OLD NOTES  INDENTURE.
Notwithstanding the termination and cancellation of the Old Notes, the Old Notes
Indenture and the Security Documents as respects the Debtors,  the provisions of
the Old Notes Indenture  governing the relationship of the Old Notes Trustee and
the Holders of Old Notes,  including those provisions relating to distributions,
the Old Notes Trustee's right to payment and liens on property to be distributed
to Holders of Old Notes, if any, and the Trustee's  right of indemnity,  if any,
shall not be affected by this Plan.                                             

                  8.05  METHOD  OF  PAYMENT.   Any  Cash  payment  made  by  the
Disbursing Agent pursuant to this Plan shall be in U.S. dollars, either by check
drawn on a domestic bank or wire transfer.                                      

                  8.06 TIMING OF PAYMENT.  Any payment or distribution  required
to be made under  this Plan on a day other  than a Business  Day shall be due on
the next succeeding Business Day.                                               

                  8.07 SETOFF. Nothing contained herein shall be deemed to waive
the Debtors'  statutory or common law right of setoff,  which may be enforced as
to Class 4 Claims by the Unsecured Creditors Fund Administrator.                

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                  8.08 DE MINIMIS CASH  DISTRIBUTIONS.  The Disbursing  Agent or
Unsecured  Creditors Fund Administrator shall not be required to distribute Cash
to any Creditor if the amount of Cash to be distributed to such Creditor is less
than $5.00.                                                                     

8.09  UNCLAIMED DISTRIBUTIONS TO CREDITORS. 

                  (a)  NON-NEGOTIATED  CHECKS  AND  OTHER  CONSIDERATION.  If an
Entity  entitled to receive  Cash under the  Committee/High  River Plan fails to
present for payment a check  issued to such Holder  pursuant to this Plan within
ninety (90) days of the date such check was issued,  or if any distributions are
returned  due to an  incorrect  or  incomplete  address  for which  neither  the
Debtors, the Reorganized Debtors, nor the Unsecured Creditors Fund Administrator
have  received  a correct  address,  then the  amount of Cash or other  property
attributable  to such  check or  distribution  shall be deemed  to be  Unclaimed
Distributions  and the payee of such  check or  distribution  shall be deemed to
have no further Claim in respect of such check or distribution, and shall not be
entitled to participate in any further distributions under this Plan. Nothing in
this Plan shall require the Debtors,  the Reorganized  Debtors, or the Unsecured
Creditors Fund  Administrator to attempt to locate an Entity.  In the event that
any New Notes or New Common Stock distributable to the Holders of Old Notes have
not been  distributed by the Disbursing Agent to the Holders of Old Notes Claims
within two (2) years of the later of the Effective Date or the  satisfaction  of
or failure to satisfy the Regulatory  Conditions,  then such consideration shall
be deemed to be Unclaimed Distributions. The above time limit shall not apply to
distributions  to  Holders  of Old  Notes  that the Old Notes  Trustee  may make
pursuant to the Old Notes  Indenture that are  independent of the  consideration
being distributed pursuant to this Plan.                                        

                  (b)  REVESTING  OF  UNCLAIMED  DISTRIBUTIONS.   All  Unclaimed
Distributions  of Cash,  New Notes,  or New  Common  Stock  shall  revest in the
Reorganized  Debtors except that any Unclaimed  Distributions from the Unsecured
Creditors Fund will be returned to the Unsecured  Creditors  Fund  Administrator
for further distribution to holders of Allowed General Unsecured Claims, subject
to the return of the Excess Fund Deposit pursuant to Section 4.04 of the Plan.  

                  8.10 ROUNDING;  FRACTIONAL PORTIONS. Whenever any payment of a
fraction of a cent would  otherwise  be called  for,  the actual  payment  shall
reflect a rounding of such  fraction to the nearest  whole cent,  with  one-half
cent being  rounded up to the  nearest  whole cent.  To the extent Cash  remains
undistributed  as a result of the rounding of such fraction to the nearest whole
cent, such Cash shall be treated as Unclaimed  Distributions  under Section 8.09
herein.  Whenever any  distribution of a fraction of a share of New Common Stock
would otherwise be called for, the actual  distribution  will reflect a rounding
of such fraction down to the nearest whole number of shares. Whole shares of New
Common Stock not  distributed  because of the provisions of this Section will be
treated as Unclaimed  Distributions under Section 8.09 herein. New Notes will be
issued in integral multiples of $1,000. No fractional portions of New Notes will
be issued. Notwithstanding this "Rounding" provision,  fractional New Notes will
be  aggregated  by the  Disbursing  Agent based upon  information  on beneficial
holder  Ballots  or  otherwise  from   registered   Holders  of  Old  Notes  and
intermediary  Holders of Old Notes, and will be delivered to the Fractional Note
Pool Trustee for sale pursuant to the Fractional Pool Trust Agreement,  with the
cash proceeds to be distributed to Holders of Old Notes in lieu of fractional   

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portions, as provided by the Fractional Pool Trust Agreement as directed by the 
Disbursing Agent.                                                               

                  8.11 TREATMENT OF DISPUTED  CLAIMS.  Disputed  Claims shall be
treated as follows under this Plan:                                             

                  (a) OBJECTIONS TO CLAIMS.  Except as otherwise provided by the
Bankruptcy  Court or in this Plan,  all  objections to Claims shall be Filed and
served on the  Holders  of such  Claims on or before the later of (i) sixty (60)
days after the Confirmation  Date, (ii) sixty (60) days after a particular Proof
of Claim is Filed,  except that such Claim shall not be deemed an Allowed  Claim
until after the sixty (60) day period lapses,  and (iii) such additional date as
the Bankruptcy Court may fix upon application of the Debtors; provided, however,
that no party in interest  shall be required to File an  objection  to any Claim
listed in the Schedules as disputed,  contingent,  unliquidated  or undetermined
and for which no Proof of Claim  was  Filed,  which  Claim  shall be barred  and
disallowed in its entirety.  After the Effective  Date, the Unsecured  Creditors
Fund Administrator shall have the sole right to object to or seek the estimation
of  any  Claims  which  are  to be  paid  from  the  Unsecured  Creditors  Fund.
Administration of Disputed Claims by the Unsecured  Creditors Fund Administrator
shall remain subject to the supervision of the Bankruptcy Court.                

                  (b) NO DISTRIBUTIONS  PENDING ALLOWANCE.  Notwithstanding  any
other provision of this Plan to the contrary,  no distribution  shall be made to
the Holder of a Disputed  Claim or the Holder of a Claim who is the subject of a
proceeding  against it by the  Debtors,  unless and until  such  Disputed  Claim
becomes an Allowed Claim or such proceeding is resolved.                        

                  (c)  DISTRIBUTIONS  AFTER  ALLOWANCE.  Once a  Disputed  Claim
becomes an Allowed Claim,  distributions  on account of such Claim shall be made
in accordance  with the provisions of this Plan governing the Class of Claims to
which the respective Claim belongs.                                             

                  (d) ADR  PROCEDURE.  The ADR Procedure will continue in effect
after the Effective Date under the supervision of the Bankruptcy Court and shall
be administered  by the Unsecured  Creditors Fund  Administrator.  All costs and
expenses of administering  the ADR Procedure  incurred on or after the Effective
Date shall be deemed Unsecured Creditors Fund Expenses.                         

                  8.12 ESTIMATION OF CLAIMS.  At any time prior to the Effective
Date, or within sixty (60) days  thereafter,  the  Proponents,  the  Reorganized
Debtors,  or the Unsecured  Creditors Fund Administrator may seek the estimation
of a  Disputed  Claim  in  accordance  with  the  applicable  provisions  of the
Bankruptcy Code and Bankruptcy Rules; provided however, that after the Effective
Date, only the Unsecured Creditors Fund Administrator may seek the estimation of
a Disputed  Class 4 Claim.  The  estimated  amount of a Disputed  Claim shall be
fixed by Final  Order,  which  shall be deemed  the amount of such Claim for all
purposes under this Plan.                                                       

                  8.13 NO  MULTIPLE  SATISFACTIONS  An Entity that holds a Claim
against  more than one  Debtor  that  arises  from the same  right to payment or
equitable remedy that gives rise to a                                           

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right to  payment,  such as a Holder of a Claim for a loan given to one  Debtor,
which loan is guaranteed by another Debtor, shall only receive a distribution as
if the Entity was the Holder of a Claim  against one Debtor.  Such  distribution
shall be deemed to be in full  satisfaction  of the Entity's  Claims against all
Debtors.                                                                        

                  8.14  REGISTRATION  AND  LISTING  OF NEW NOTES AND NEW  COMMON
STOCK  After  the  Effective  Date,  the  Reorganized  Debtors  will  use  their
reasonable  good faith best  efforts  to  register  the New Notes and New Common
Stock in  accordance  with  applicable  law and to cause such  securities  to be
listed on a national  exchange.  Such securities shall be issued under this Plan
in reliance on the exemption from  registration  provided in section 1145 of the
Bankruptcy Code, subject to the approval of the Casino Commission.              

 ARTICLE 9

 EXECUTORY CONTRACTS

                  9.01  ASSUMPTION  OR  REJECTION  OF  EXECUTORY  CONTRACTS  AND
UNEXPIRED LEASES.                                                               

                  (a) REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. All
executory  contracts and unexpired leases that exist between the Debtors and any
Entity,  which have not been  assumed or rejected  prior to the  Effective  Date
shall be deemed rejected as of the Effective Date pursuant to section 365 of the
Bankruptcy Code,  except for any executory  contract or unexpired lease that has
been assumed pursuant to an order of the Bankruptcy Court entered at or prior to
the  Effective  Date,  or which is subject to an  application  pending as of the
Effective  Date to  assume or to extend  the time to assume or  reject.  Nothing
contained  herein  shall  constitute a waiver of any claim,  right,  or cause of
action  that the  Debtors  may hold  against any lessor or lessee or party to an
executory  contract with the Debtors,  including the insurer under any policy of
insurance.                                                                      

                  (b) SANDS TRADEMARK.  On the Effective Date, the Debtors shall
be deemed to have withdrawn their opposition to the GBCC Stay Relief Motion.  On
the Effective  Date, if the Sands  Trademark  Sublicense  Agreement has not been
terminated  by virtue of a termination  of the Sands  Trademark  Master  License
Agreement or otherwise, the Sands Trademark Sublicense Agreement shall be deemed
rejected  pursuant  to  Section  9.01 of this Plan to the  extent it is a valid,
enforceable  agreement  susceptible to rejection  pursuant to section 365 of the
Bankruptcy Code.                                                                

                  (c)  APPROVAL  OF   ASSUMPTION  OR  REJECTION  OF  LEASES  AND
CONTRACTS.  Entry of the  Confirmation  Order  shall  constitute  the  approval,
pursuant to section  365(a) of the  Bankruptcy  Code,  of the  rejection  of the
executory  contracts and unexpired leases to be rejected  pursuant to this Plan.
Notice of the  Confirmation  Hearing shall  constitute  notice to any non-debtor
party to an executory  contract or unexpired  lease that is to be rejected under
this Plan.                                                                      

                  (d) BAR DATE FOR FILING PROOFS OF CLAIM  RELATING TO EXECUTORY
CONTRACTS  AND  UNEXPIRED  LEASES  REJECTED  PURSUANT TO THIS PLAN.  Any and all
Proofs  of Claim  arising  out of the  rejection  of an  executory  contract  or
unexpired lease rejected pursuant to this Article 9                             

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must be Filed within thirty (30) days after the Effective  Date. Any Holder of a
Claim arising out of such rejection of an executory  contract or unexpired lease
who fails to File a Proof of Claim  within  such time shall be  forever  barred,
estopped  and  enjoined  from  asserting  such Claim  against the  Debtors,  the
Reorganized  Debtors,  or  their  Estates.   Unless  otherwise  ordered  by  the
Bankruptcy  Court, all Claims arising from the rejection of executory  contracts
and  unexpired  leases shall be treated as General  Unsecured  Claims under this
Plan. Nothing contained herein shall extend the time for Filing a Proof of Claim
for rejection of any contract or lease rejected prior to the Confirmation Date. 

                  (d) OPTIONS.  Any options,  warrants or other equity interests
representing  the right to acquire Old Common  Stock shall be canceled as of the
Effective  Date.  All Claims  arising  under such  warrants or options  shall be
classified in Class 7.                                                          

ARTICLE 10

 EFFECTS OF CONFIRMATION

                  10.01  REVESTING  OF  ASSETS.  Except as  otherwise  set forth
herein,  subject to the provisions of and for the purposes of  distributions  in
accordance with this Plan, all property of the Estates,  including all Causes of
Action,  shall revest in the  Reorganized  Debtors on the Effective  Date.  Such
revested property shall be free and clear of all liens, claims, encumbrances and
interests,  except as otherwise  provided in this Plan. The Reorganized  Debtors
shall be authorized to prosecute all Causes of Action after the Effective Date. 

                  10.02  DISCHARGE AND  INJUNCTION.  Pursuant to section 1141 of
the  Bankruptcy  Code,  all Claims  against or  Interests in the Debtors will be
discharged  and deemed  satisfied  upon the Effective  Date. As of the Effective
Date,  all Entities that have held,  currently hold or may hold a Claim or other
debt or liability  against the Debtors  affected by this Plan are enjoined  from
taking  any  actions  to collect or recover in any manner on account of any such
Claims, debts or liabilities from any or all of the Assets,  except as otherwise
provided  in this Plan.  The  Unsecured  Creditors  Fund  Administrator  and all
General  Unsecured  Creditors  will have no  recourse  against  the  Reorganized
Debtors,  their Estates,  or the Proponents after the Effective Date, except for
payments for  reimbursement  of expenses  allowed by the Bankruptcy  Court up to
$200,000 related to the administration of the Unsecured  Creditors Fund pursuant
to Section 2.04 herein.                                                         

                  10.03 RETENTION OF  JURISDICTION.  (a) Following the Effective
Date, the Bankruptcy Court shall retain and have  jurisdiction for the following
purposes:                                                                       

                  (i)   to   adjudicate   all   controversies   concerning   the
classification or allowance of any Claims or Interests;                         

                  (ii) to  liquidate,  allow,  or disallow  any Claims which are
disputed, contingent, or unliquidated;                                          

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                  (iii) to determine any and all  objections to the allowance of
Claims or Interests, or counterclaims to any Claim;                             

                  (iv) to determine  any and all  applications  for allowance of
compensation  and  reimbursement  of  expenses  and any other fees and  expenses
authorized to be paid or reimbursed under the Bankruptcy Code or this Plan;     

                  (v) to determine  any  applications  pending on the  Effective
Date for the rejection or assumption of executory  contracts or unexpired leases
or for the assumption and assignment, as the case may be, of executory contracts
or  unexpired  leases to which any Debtor is a party or with respect to which it
may be liable, and to hear and determine,  and if need be to liquidate,  any and
all Claims arising therefrom;                                                   

                  (vi) to adjudicate  any actions  brought by the Debtors on any
Causes of Action,  at any time prior to  expiration  of the relevant  statute of
limitations;                                                                    

                  (vii)  to  determine  any  and  all  applications,   adversary
proceedings,  and contested or litigated matters that may be pending on the last
date for objections to Claims;                                                  

                  (viii) to consider any  modifications of this Plan, remedy any
ambiguity, defect or omission or reconcile any inconsistency in any order of the
Bankruptcy Court,  including the Confirmation Order, to the extent authorized by
the Bankruptcy Code;                                                            

                  (ix) to determine all  controversies,  suits and disputes that
may arise in connection with the interpretation, enforcement, or consummation of
this Plan;                                                                      

                  (x) to consider and act on the  compromise  and  settlement of
any Claim or cause of action by or against the Debtors or the Estates, including
but not limited to determining  all  controversies,  suits and disputes that may
arise in connection with the interpretation, enforcement or consummation of such
compromises and settlements  previously approved by the Bankruptcy Court or that
may be approved in the future;                                                  

                  (xi) to issue  orders in aid of  execution of this Plan to the
extent authorized by section 1142 of the Bankruptcy Code;                       

                  (xii) to determine  such other  matters as may be set forth in
the  Confirmation  Order or which may arise in connection  with this Plan or the
Confirmation Order;                                                             

                  (xiii) to  adjudicate  disputes over the issuance of New Notes
or New Common Stock to Holders of Allowed Claims; and                           

(xiv) to administer the ADR Procedure.      

                  (b) The  Bankruptcy  Court shall have  exclusive  jurisdiction
over any action against any of the Entities exculpated pursuant to Section 12.02
of this Plan based upon any act or omission in  connection  with, or arising out
of, the Cases, the proposed confirmation or                                     

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consummation of this Plan, or the  administration  of the Cases or this Plan, or
the property to be distributed under this Plan.                                 

                  10.04  SUBORDINATION  RIGHTS. The classification and treatment
of all Claims and  Interests  under  this Plan shall be in full  settlement  and
satisfaction  of any  contractual,  legal and  equitable  subordination  rights,
whether  arising under general  principles of equitable  subordination,  section
510(c) of the Bankruptcy Code or otherwise, that a Holder of a Claim or Interest
may have  against  other Claim  Holders with  respect to any  distribution  made
pursuant to this Plan.                                                          

                  10.05 EFFECTUATING  DOCUMENTS;  FURTHER TRANSACTIONS;  TIMING.
The  Proponents,  the Debtors,  and the  Reorganized  Debtors are  authorized to
execute,  deliver,  file, or record such contracts,  instruments,  releases, and
other  agreements  or documents  and to take such actions as may be necessary or
appropriate to effectuate and further  evidence the terms and conditions of this
Plan.  All  transactions  that are required to occur on the Effective Date under
the terms of this Plan shall be deemed to have occurred simultaneously.  The Old
Notes  Trustee shall  deliver in  recordable  form all documents or  instruments
reasonably  requested  by the  Debtors or the  Reorganized  Debtors to cancel of
record  all  mortgages,  liens,  security  interests  and  encumbrances  on  any
Collateral for the Old Notes.                                                   

                  10.06 RATIFICATION OF ACTIONS TAKEN. Entry of the Confirmation
Order and the  occurrence  of the Effective  Date shall ratify all  transactions
effected by the Debtors and the Proponents  from and including the Petition Date
through the Effective Date. After entry of the Confirmation Order, all Creditors
and  Interest  Holders  shall be enjoined  and  restrained  from  commencing  or
continuing  any  action  or  proceeding   arising  out  of  or  related  to  the
consummation of the transactions contemplated by this Plan.                     

                  10.07 MODIFICATION OF THIS PLAN Subject to section 1127 of the
Bankruptcy  Code, the  Proponents may agree among  themselves to amend or modify
this Plan, and remedy any defect or omission,  or reconcile any inconsistency in
this Plan in such manner as may be necessary to carry out the purpose and intent
of this Plan.  Every  amendment or modification of this Plan shall supersede and
render null and void all prior versions of this Plan.                           

                  10.08  WITHDRAWAL OF PROCEEDINGS  BY OLD NOTES TRUSTEE.  As of
the  Confirmation  Date,  the Old Notes  Trustee  shall use its best  efforts to
suspend any appeals or other  proceedings then pending in connection with Orders
of the Bankruptcy  Court.  As of the Effective Date, the Old Notes Trustee shall
withdraw all such proceedings with prejudice.                                   

ARTICLE 11

 GOVERNANCE AFTER CONFIRMATION

                  11.01 BOARD OF DIRECTORS. As of the Effective Date, Timothy A.
Ebling and  Frederick H. Kraus shall  continue to be  directors  of  Reorganized
Holdings and the following                                                      

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four  additional  individuals  shall  be  added to the  Board  of  Directors  of
Reorganized  Holdings:  Carl C. Icahn,  Robert J. Mitchell,  Martin Hirsch,  and
Michael L. Ashner. The first annual meeting of holders of New Common Stock shall
occur  following the fiscal year ending December 31, 2000 in accordance with the
New Holdings  By-Laws  provided that a total of not less than 3.5 million shares
of New Common Stock has been issued and at least one Entity  entitled to receive
New Common Stock has either been approved by the appropriate  regulatory bodies,
the  necessity  for such  approval has been waived,  or approval is not required
under applicable law. An entity that is not yet entitled to be issued New Common
Stock by reason of the Regulatory  Conditions or otherwise  shall have no rights
of a holder of New Common Stock,  including the right to vote such shares, until
all Regulatory  Conditions or other requirements have been satisfied and the New
Common  Stock  has  been  issued  to the  Entity.  The  Board  of  Directors  of
Reorganized  Holdings shall appoint the Boards of Directors of Reorganized  GBHC
and Reorganized Funding.                                                        

                  11.02  OFFICERS.  The officers of the Debtors  holding  office
prior to the  Effective  Date shall  continue  in office  unless  changed by the
Boards of Directors of the Reorganized Debtors after the Effective Date, subject
to the  Bankruptcy  Court's  Order of March 31, 1998,  providing  for  severance
payments to certain officers.                                                   

                  11.03 NO CORPORATE ACTION REQUIRED.  As of the Effective Date,
the  issuance  of New Notes  and New  Common  Stock,  the  adoption,  execution,
delivery and implementation of all contracts,  leases,  documents,  instruments,
and other  agreements  related to or  contemplated  by this Plan,  and the other
matters  provided for, under, or in furtherance of this Plan involving action to
be taken by or  required  of the  Debtors or the  Reorganized  Debtors  shall be
deemed to have  occurred  and be  effective  as  provided  herein,  and shall be
authorized and approved in all respects  without further order of the Bankruptcy
Court or any  requirement of further action by  stockholders or directors of the
Debtors or the Reorganized  Debtors.  All documents or instruments which must be
executed and delivered by the Debtors or the Reorganized Debtors under this Plan
shall be deemed  appropriately  executed  if signed by either of the  President,
Chief Executive Officer,  Executive Vice President, or any Vice President of the
Debtors.                                                                        

                  11.04  POWERS  AND DUTIES OF THE  DEBTORS.  From and after the
Confirmation Date, the Debtors and the Reorganized Debtors shall have the powers
and exercise the duties,  as set forth in section  1123(b)(3) of the  Bankruptcy
Code, to retain, enforce, settle, and prosecute all Causes of Action.           

ARTICLE 12

MISCELLANEOUS PROVISIONS

                  12.01  EXEMPTION  FROM  TRANSFER  TAXES.  Pursuant  to section
1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of securities
or other property under this Plan; the creation,  transfer,  filing or recording
of any mortgage,  deed of trust, financing statement or other security interest;
or the making, delivery, filing or recording of any deed or                     

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other  instrument of transfer  under,  in furtherance  of, or in connection with
this Plan,  shall not be subject to any stamp tax, real estate tax,  conveyance,
filing or transfer  fees,  mortgage,  recording  or other  similar tax, or other
government  assessment.  All recording  officers and other entities whose duties
include  recordation of documents  lodged for recording shall record,  file, and
accept such  documents  delivered  under this Plan without the imposition of any
charge, fee, governmental assessment, or tax.                                   

                  12.02  EXCULPATION.  Neither the Debtors,  nor the Proponents,
nor any of their officers, directors, members, employees, advisors, consultants,
attorneys, affiliates, or agents shall have or incur any liability to any Holder
of a Claim or Interest for any act or omission in  connection  with,  or arising
out of, the Cases,  the proposed  confirmation or consummation of this Plan, the
administration  of the Cases or this Plan,  or the  property  to be  distributed
under this Plan except for willful  misconduct and gross negligence,  and in all
respects  shall be entitled to rely upon the advice of counsel  with  respect to
their duties and responsibilities under this Plan.                              

                  12.03 PERMANENT  INJUNCTION.  Except as otherwise set forth in
this Plan,  on and after the  Effective  Date all persons and entities that have
held, hold or may hold (a) any Claim against or Interest in the Debtors shall be
permanently enjoined from and against (i) commencing or continuing in any manner
any suit,  action or other  proceeding  of any kind  against  the  Debtors,  the
Reorganized  Debtors,  or the Estates with respect to any such Claim or Interest
(ii) the enforcement,  attachment, collection or recovery by any manner or means
of any judgment,  award,  decree or order against the Debtors,  the  Reorganized
Debtors,  or the Estates,  (iii)  creating,  perfecting or enforcing any lien or
encumbrance of any kind against the Debtors,  the  Reorganized  Debtors,  or the
Estates or against any of their properties or interests in property with respect
to such Claim or Interest and (iv) asserting any right of setoff, subrogation or
recoupment  of any  kind  against  any  obligation  due from  the  Debtors,  the
Reorganized  Debtors,  or against  any  property  or interest in property of the
Debtors or the  Reorganized  Debtors  with respect to any such Claim or Interest
and (b) any Claim,  right,  action,  cause of action  against or Interest in the
Debtors,  the Reorganized  Debtors, or the Estates shall be permanently enjoined
from and  against  commencing  or  continuing  any suit,  action  or  proceeding
against, asserting or attempting to recover any Claim against or Interest in, or
otherwise  affecting the Debtors,  the Reorganized  Debtors, or the Estates with
respect to any matter that is the subject of this Plan.                         

                  12.04  REVOCATION OR WITHDRAWAL OF THE PLAN. If the Proponents
revoke or withdraw this Plan, then this Plan shall be deemed null and void.     

                  12.05 BINDING  EFFECT.  This Plan shall be binding  upon,  and
shall inure to the benefit of, the Debtors, the Reorganized Debtors, the Holders
of all  Claims and  Interests,  and their  respective  successors  and  assigns.
Confirmation  of this Plan binds each of the Holders of Claims and  Interests to
the terms and  conditions of this Plan,  whether or not such Holder has accepted
this Plan.                                                                      

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                  12.06  CONSTRUCTION.  The rules of  construction  set forth in
section 102 of the Bankruptcy Code shall apply to construction of this Plan.    

                  12.07 TIME.  In  computing  any period of time  prescribed  or
allowed by this Plan,  unless  otherwise  set forth  herein,  the  provisions of
Bankruptcy Rule 9006 shall apply.                                               

                  12.08  HEADINGS.  The headings  used in this Plan are inserted
for  convenience  only and  neither  constitute  a portion  of this Plan nor are
intended in any manner to affect any  interpretation  of the  provisions of this
Plan.                                                                           

                  12.09  GOVERNING LAW. Except to the extent that the Bankruptcy
Code or other federal law is applicable,  the rights,  duties and obligations of
any Entity  arising  under this Plan shall be  governed  by, and  construed  and
enforced  in  accordance  with,  the  internal  laws of the State of New Jersey,
without regard to New Jersey choice of law provisions.                          

                  12.10 EXISTENCE OF COMMITTEE.  The Committee shall continue in
existence  until the  Effective  Date,  upon which date the  Committee  shall be
disbanded.                                                                      

                  12.11  BENEFIT  PROGRAMS.  As of the  Confirmation  Date,  all
programs or plans maintained by the Debtors for the benefit of present or former
employees  and  dated  on or  before  the  Petition  Date  which  have  not been
previously  terminated shall be continued in force and effect and assumed by the
Reorganized Debtors. Any Entity with a Claim arising from such termination shall
be treated as a Holder of a General Unsecured Claim.                            

                  12.12 RETIREE BENEFITS.  Except as otherwise  provided in this
Plan, any  obligations of the Debtors to any Entity for the purpose of providing
or reimbursing  payments for retired  employees and their spouses and dependents
for medical,  surgical,  or hospital care benefits,  or benefits in the event of
sickness,  accident,  disability,  or death  under  any  plan,  fund or  program
(through the purchase of insurance or otherwise)  maintained or  established  in
whole  or in part by the  Debtors  prior to the  Petition  Date,  if any,  shall
continue in effect and be assumed by the Reorganized Debtors.                   

                  12.13  PAYMENT OF STATUTORY  FEES. No later than the Effective
Date,  the  Debtors  shall have paid all fees due to the United  States  Trustee
through the Effective  Date. Such fees which accrue after the Effective Date and
until the Cases are closed shall be payable by the Reorganized Debtors.         

                  12.14 CRAMDOWN.  At the Confirmation  Hearing,  the Proponents
may seek Confirmation of this Plan notwithstanding the rejection of this Plan by
any impaired Class of Creditors or Interest Holders.                            

                  12.15  EXECUTION OF PLAN  DOCUMENTS  Upon  application  by the
Proponents,  the Court  may  issue an order  directing  any  necessary  party to
execute, deliver, or to join in the                                             

25

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execution or delivery of an instrument or document,  and to perform any act     
necessary for the  consummation of this Plan.                                   

                  12.16  POST  CONSUMMATION  EFFECT  OF  EVIDENCES  OF CLAIMS OR
INTERESTS.  Notes, stock  certificates,  and other evidence of Claims against or
Interests in the Debtors shall,  effective on the Effective Date, represent only
the right to participate in the distributions contemplated by this Plan.        

                  12.17  SUCCESSORS  AND  ASSIGNS.  The  rights,  benefits,  and
obligations  of any Entity  named or  referred  to in this Plan shall be binding
upon,  and shall  inure to the benefit  of, the heir,  executor,  administrator,
successor, or assignee of such Entity.                                          

                  12.18  INCONSISTENCIES.   In  the  event  that  there  is  any
inconsistency  between this Plan and the  Disclosure  Statement,  any exhibit to
this Plan, or any other instrument or document  created or executed  pursuant to
this Plan, this Plan shall govern.                                              

                  12.19  COMPLIANCE WITH APPLICABLE LAW. It is intended that the
provisions  of this Plan  (including  the  implementation  thereof)  shall be in
compliance with applicable law, including,  without  limitation,  the Bankruptcy
Code,  the  Securities  Act  of  1933,  the  Internal   Revenue  Code,  and  the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, each as amended, as well
as any rules and regulations promulgated thereunder. If Proponents conclude that
this Plan may not comply  with any of the  foregoing,  then the  Proponents  may
amend this Plan in such respects as they deem  necessary to bring this Plan into
compliance  therewith,  subject to the provisions herein governing  amendment of
this Plan.                                                                      

                  12.20 SEVERABILITY.  Subject to section 1127 of the Bankruptcy
Code, if the Bankruptcy Court  determines at the  Confirmation  Hearing that any
material provision of this Plan is invalid or unenforceable,  such provision, to
the extent the Proponents agree,  shall be severable from this Plan and null and
void, and, in such event, such determination shall in no way limit or affect the
enforceability or operative effect of any or all other portions of this Plan.   

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                  12.21 POST  CONFIRMATION FEES AND EXPENSES The Debtors and the
Reorganized  Debtors  shall be  authorized  to pay the fees and  expenses of any
professional  retained by the Debtors  accruing after the  Confirmation  Date in
accordance  with the terms of engagement of such  professional,  and without the
need for a hearing or Bankruptcy Court order.                                   

CYPRUS LLC

                     By:      /s/ Robert J. Mitchell
                             Name:  Robert J. Mitchell
                                Title:  Authorized Signatory

LARCH LLC 

                     By:      /s/ Robert J. Mitchell
                             Name:  Robert J. Mitchell
                                Title:  Authorized Signatory

                               Official Committee of Unsecured Creditors
                       By Cooper Perskie April Niedelman
          Wagenheim & Levenson

                    By:      /s/ Eric A. Browndorf
                                 Eric A. Browndorf

Dated:  June 15, 2000                                                           

27

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/31/00		27					10-K
Filed on:		8/21/00
For Period End:		8/14/00							10-Q
		6/15/00		31
		6/8/00		18
		4/20/00		13
		4/3/00		7
		12/23/98		9
		8/24/98		5
		3/31/98		27					10-K,  10-Q
		1/5/98		11
		1/14/97		9
		2/17/94		9
									List all Filings