<PAGE>

                                                                     Exhibit 4.5

================================================================================


                           GB PROPERTY FUNDING CORP.,
                                   as Issuer,

                      GB HOLDINGS INC. and GREATE BAY HOTEL
                                and CASINO, INC.,
                                 as Guarantors,

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                   as Trustee



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

                         Amended and Restated Indenture

                          Dated as of October 12, 2001

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



                                  $110 Million

                               11% Notes Due 2005

================================================================================
<PAGE>

                            GB Property Funding Corp.

               Reconciliation and tie between Trust Indenture Act
                   of 1939 and Indenture, dated as of ________



  TIA                                                      INDENTURE
SECTION                                                      SECTION
-------                                                      -------
310(a)(1) .................................................   607
     (a)(2) ...............................................   607
     (a)(3) ...............................................   N.A.
     (a)(4) ...............................................   N.A.
     (a)(5) ...............................................   607
     (b) ..................................................   604, 608
     (c) ..................................................   N.A.
311 .......................................................   604
312 .......................................................   701
313 .......................................................   601, 702
314(a) ....................................................   703, 1008
     (b) ..................................................  1401(d)
     (c)(1) ...............................................   102
     (c)(2) ...............................................   102
     (c)(3) ...............................................   N.A.
     (d) ..................................................  1405
     (e) ..................................................   102
     (f) ..................................................   N.A.
315(a) ....................................................   602
     (b) ..................................................   601
     (c) ..................................................   602
     (d) ..................................................   602
     (e) ..................................................   N.A.
316(a) (last sentence) ....................................   101("Outstanding")
     (a)(1)(A) ............................................   512
     (a)(1)(B) ............................................   513
     (a)(2) ...............................................   N.A.
     (b) ..................................................   508
     (c) ..................................................   104(d)
317(a)(1) .................................................   503
     (a)(2) ...............................................   504
     (b) ..................................................  1003
318(a) ....................................................   111

----------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.



                                       2
<PAGE>

                              TABLE OF CONTENTS(1)

PARTIES ....................................................................   1
RECITALS ...................................................................   1

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions ..................................................    9
Section 102. Compliance Certificates and Opinions .........................   26
Section 103. Form of Documents Delivered to Trustee .......................   26
Section 104. Acts of Holders ..............................................   27
Section 105. Notices, etc., to Trustee, Company and Guarantors ............   28
Section 106. Notice to Holders; Waiver ....................................   29
Section 107. Effect of Headings and Table of Contents .....................   30
Section 108. Successors and Assigns .......................................   30
Section 109. Separability Clause ..........................................   30
Section 110. Benefits of Indenture ........................................   30
Section 111. Governing Law ................................................   30
Section 112. Legal Holidays ...............................................   31
Section 113. Casino Control Act ...........................................   31

                                  ARTICLE TWO

                                 SECURITY FORMS

Section 201. Forms Generally ..............................................   31
Section 202. Form of Face of Notes ........................................   31
Section 203. Form of Reverse of Notes .....................................   32
Section 204. Form of Trustee's Certificate of Authentication ..............   36

                                 ARTICLE THREE

                                 THE SECURITIES

Section 301. Title and Terms ..............................................   37
Section 302. Denominations ................................................   38
Section 303. Execution, Authentication, Delivery and Dating ...............   38
Section 304. Temporary Securities .........................................   39
Section 305. Registration, Registration of Transfer and Exchange ..........   39
Section 306. Mutilated, Destroyed, Lost and Stolen Securities .............   40
Section 307. Payment of Interest; Interest Rights Preserved ...............   41
Section 308. Persons Deemed Owners ........................................   42
Section 309. Cancellation .................................................   42
Section 310. Computation of Interest ......................................   43
Section 311. Maximum Interest Rate ........................................   43

----------
(1) This table of contents shall not, for any purpose, be deemed to be a
    part of this Indenture.

                                       3
<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture ......................   43
Section 402. Application of Trust Money ...................................   44

                                  ARTICLE FIVE

                                    REMEDIES

Section 501. Events of Default ............................................   45
Section 502. Acceleration of Maturity; Rescission and Annulment ...........   47
Section 503. Collection of Indebtedness and Suits for Enforcement
               by Trustee .................................................   48
Section 504. Trustee May File Proofs of Claim .............................   48
Section 505. Trustee May Enforce Claims Without Possession of Securities ..   49
Section 506. Application of Money Collected ...............................   49
Section 507. Limitation on Suits ..........................................   50
Section 508. Unconditional Right of Holders to Receive Principal Premium
               and Interest ...............................................   50
Section 509. Restoration of Rights and Remedies ...........................   50
Section 510. Rights and Remedies Cumulative ...............................   51
Section 511. Delay or Omission Not Waiver .................................   51
Section 512. Control by Holders ...........................................   51
Section 513. Waiver of Defaults and Compliance ............................   51

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601. Notice of Defaults ...........................................   52
Section 602. Certain Rights of Trustee ....................................   52
Section 603. Trustee Not Responsible for Recitals or Issuance of Securities   54
Section 604. May Hold Securities ..........................................   54
Section 605. Money Held in Trust ..........................................   54
Section 606. Compensation and Reimbursement ...............................   54
Section 607. Corporate Trustee Required: Eligibility ......................   55
Section 608. Resignation and Removal; Appointment of Successor ............   55
Section 609. Acceptance of Appointment by Successor .......................   57
Section 610. Merger, Conversion, Consolidation or Succession to Business ..   57

                                 ARTICLE SEVEN

         HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS

Section 701. Disclosure of Names and Addresses of Holders .................   58
Section 702. Reports by Trustee ...........................................   58
Section 703. Reports by Company and Guarantors ............................   59

                                       4
<PAGE>

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Holdings and Subsidiaries May Consolidate, etc.,
               Only on Certain Terms ......................................   60
Section 802. Successor Substituted ........................................   61

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures and Amendments to Security
               Documents Without Consent of Holders .......................   62
Section 902. Supplemental Indentures and Amendments to Security
               Documents with Consent of Holders ..........................   63
Section 903. Execution of Supplemental Indentures and Amendments
               to Security Documents ......................................   63
Section 904. Effect of Supplemental Indentures ............................   64
Section 905. Conformity with Trust Indenture Act ..........................   64
Section 906. Reference in Securities to Supplemental Indentures ...........   64
Section 907. Notice of Supplemental Indentures and Amendments
               to Security Documents ......................................   64

                                   ARTICLE TEN

                                    COVENANTS

Section 1001. Payment of Principal, Premium, if any, and Interest .........   64
Section 1002. Maintenance of Office or Agency .............................   65
Section 1003. Money for Security Payments to Be Held in Trust .............   65
Section 1004. Corporate Existence .........................................   66
Section 1005. Payment of Taxes and Other Claims ...........................   67
Section 1006. Maintenance of Properties ...................................   67
Section 1007. Insurance ...................................................   67
Section 1008. Statement by Officers as to Compliance ......................   67
Section 1009. Statement by Officers of Certain Defaults ...................   68
Section 1010. Purchase of Securities upon Change in Control ...............   68
Section 1011. [Intentionally Omitted.] ....................................   69
Section 1012. [Intentionally Omitted.] ....................................   69
Section 1013. Limitation on Restricted Payments ...........................   69
Section 1014. [Intentionally Omitted.] ....................................   69
Section 1015. [Intentionally Omitted.] ....................................   69
Section 1016. [Intentionally Omitted.] ....................................   70
Section 1017. Limitation on Asset Sales ...................................   70
Section 1018. Application of Net Cash Proceeds in Event of Loss ...........   71
Section 1019. Ownership of Stock of Subsidiaries ..........................   72
Section 1020. Limitation on Transactions with Affiliates ..................   72
Section 1021. Change in Nature of Business ................................   72
Section 1022. Additional Collateral .......................................   72
Section 1023. CRDA Investments ............................................   72
Section 1024. Subsidiaries ................................................   73
Section 1025. Security Documents ..........................................   73
Section 1026. Validity of Security Interest ...............................   73
Section 1027. Duty of Cooperation .........................................   74

                                       5
<PAGE>

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101. Optional Redemption .........................................   74
Section 1102. Applicability of Article ....................................   74
Section 1103. Election to Redeem; Notice to Trustee .......................   74
Section 1104. Selection by Trustee of Securities to Be Redeemed ...........   74
Section 1105. Notice of Redemption ........................................   75
Section 1106. Deposit of Redemption Price .................................   76
Section 1107. Securities Payable on Redemption Date .......................   76
Section 1108. Securities Redeemed in Part .................................   76
Section 1109. Redemption Pursuant to Gaming Laws ..........................   76

                                 ARTICLE TWELVE

                             GUARANTEE ARRANGEMENTS

Section 1201. Guarantee ...................................................   77
Section 1202. Execution and Deliver of Guarantee ..........................   79
Section 1203. Additional Guarantors .......................................   79

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1301. Company's Option to Effect Defeasance or Covenant
                 Defeasance ...............................................   80
Section 1302. Defeasance and Discharge ....................................   80
Section 1303. Covenant Defeasance .........................................   80
Section 1304. Conditions to Defeasance or Covenant Defeasance .............   81
Section 1305. Deposited Money and U.S. Government Obligations To Be Held
                 in Trust; Other Miscellaneous Provisions .................   82
Section 1306. Reinstatement ...............................................   83

                                ARTICLE FOURTEEN

                                SECURITY INTEREST

Section 1401. Assignment of Security Interest .............................   83
Section 1402. Suits to Protect the Collateral .............................   84
Section 1403. Further Assurances and Security .............................   85
Section 1404. Collateral Account ..........................................   85
Section 1405. Release Notice; Subordination Request, Permitted Liens ......   86
Section 1406. Reliance on Opinion of Counsel ..............................   88
Section 1407. Purchaser May Rely ..........................................   88
Section 1408. Payment of Expenses .........................................   88

                                       6
<PAGE>

                                 ARTICLE FIFTEEN

                                  MISCELLANEOUS

Section 1501. Counterparts ................................................   89

                                    Exhibit A


TESTIMONIUM................................................................

SIGNATURE AND SEALS........................................................


                                       7
<PAGE>


                                    SCHEDULES

1.01      Permitted Indebtedness

1.02      Permitted Affiliate Transactions


                                       8
<PAGE>


         AMENDED AND RESTATED INDENTURE, dated as of October 12, 2001 among GB
Property Funding Corp. (herein called the "Company"), GB Holdings, Inc. (herein
called "Holdings") and Greate Bay Hotel and Casino, Inc. (herein called "GBHC",
and, together with Holdings, herein called the "Guarantors"), each of which is a
corporation duly organized and existing, in the case of the Company and
Holdings, under the laws of the State of Delaware, and in the case of GBHC,
under the laws of the State of New Jersey, and each having its principal office
c/o Sands Hotel and Casino at Indiana Avenue & Brighton Park, Atlantic City, New
Jersey 08401, and Wells Fargo Bank Minnesota, National Association, Trustee
(herein called the "Trustee").

         The Company has duly authorized and issued its 11% Notes Due 2005
(herein called "Notes" or the "Securities"), under an Indenture dated as of
September 29, 2000 (the "Original Indenture") of substantially the tenor and
amount set forth in the Original Indenture, and to provide therefore the Company
has duly authorized the execution and delivery of the Original Indenture, as
amended and restated by this Amended and Restated Indenture (this "Indenture").
The Company has duly authorized the creation of Liens to secure the Securities,
and to provide therefore the Company has duly authorized the execution and
delivery of the Security Documents to which it is a party.

         Each of the Guarantors has duly authorized its guarantee of the
Securities, and to provide therefore each of the Guarantors has duly authorized
the execution and delivery of this Indenture. Each of the Guarantors has duly
authorized the creation of Liens to secure its guarantee of the Securities, and
to provide therefore each of the Guarantors has duly authorized the execution
and delivery of the Security Documents to which it is a party.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.

         All things necessary have been done to make the Securities, when
executed by the Company and authenticated by the Trustee and delivered hereunder
and duly issued by the Company, the valid obligations of the Company, to make
the Guarantees the valid obligation of each of the Guarantors and to make this
Indenture a valid agreement of each of the Company and the Guarantors, in
accordance with their and its terms.

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 101. Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                                       9
<PAGE>

                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

                  (b) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein, and the terms "cash transaction" and
         "self-liquidating paper", as used in TIA Section 311, shall have the
         meanings assigned to them in the rules of the Commission adopted under
         the Trust Indenture Act;

                  (c) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted at the date of
         such computation;

                  (d) any reference herein to any "first priority lien", "first
         priority security interest" or words of similar import or otherwise
         regarding the priority of any Lien, shall apply and refer, and shall be
         deemed to apply and refer, only to the Collateral and all such Liens
         shall, and shall be deemed to be: (i) subject and inferior to any Lien
         to secure Working Capital Indebtedness; and (ii) subject to any release
         or subordination contemplated in Section 1405 hereof. Any reference
         herein to the "terms of any release or subordination contemplated in
         Section 1405 hereof" or "any release or subordination" or words of
         similar import shall be deemed to refer to and include, without
         limitation, any and all terms, provisions and conditions of any such
         release or subordination and of all agreements, documents and
         instruments related thereto, associated therewith or arising from or in
         connection with any such release or subordination or any related or
         associated transaction; and

                  (e) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

                  "Acquired Indebtedness" means Indebtedness of a Person
existing at the time such Person becomes a Subsidiary of Holdings or is combined
or acquired through an asset acquisition, merger or otherwise, with Holdings or
a Subsidiary of Holdings, including, without limitation, Indebtedness incurred
by such Person in connection with, or in anticipation of, such Person becoming a
Subsidiary of Holdings or of such acquisition, in each case which, if secured,
is not secured by Collateral.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Affiliate" of any Person means any other Person that,
directly or indirectly, controls, is controlled by or is under direct or
indirect common control with, such Person and with respect to any natural
Person, any other Person having a relationship by blood, marriage or adoption,
not more remote than first cousins with such natural Person. For the purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of Voting Stock or other equity interests, by
contract or otherwise, and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

                                       10
<PAGE>

                  "Allowed Indebtedness" means any Indebtedness or Preferred
Stock, including, without limitation, Indebtedness or Preferred Stock that: (i)
is not secured by a Lien; (ii) is (or to the extent that it is) secured by a
Lien on assets other than the Collateral; (iii) is secured by a Lien on
Collateral which, except for and subject to any release or subordination
contemplated in Section 1405 hereof, is inferior to the Liens of the Trustee on
such Collateral; (iv) constitutes Acquired Indebtedness, or (v) is incurred
between or among Holdings and its Subsidiaries.

                  "Amortization Expense" means, for any Person for any period,
the amount of the amortization expense (including, without limitation, the
write-down of non-current assets, including CRDA Investments) that is reflected
on the financial statements of such Person and its Subsidiaries consolidated in
such financial statements for such period in accordance with GAAP.

                  "Approved Project" means any transaction that has been
approved by the Board of Directors of Holdings or any of its Subsidiaries
involving: (a) the incurrence of Indebtedness to be entered into or incurred by
Holdings or any of its Subsidiaries; (b) any Approved Transfer; or (c) any
similar, related or associated event, transaction or activity.

                  "Approved Transfer" means any sale, conveyance, transfer,
disposition or contribution by a Person, or any Subsidiary of such Person, to
any Person ("Transferee") if such Person or Subsidiary has or obtains debt or
equity interests in the Transferee.

                  "Asset Acquisition" means (a) any capital contribution
(including, without limitation, transfers of cash or other property to others or
payments for property or services for the account or use of others, or
otherwise), or purchase or acquisition of Capital Stock or other similar
ownership or profit interest, by Holdings or any of its Subsidiaries in any
other Person, in either case pursuant to which such Person shall become a
Subsidiary of Holdings or any of its Subsidiaries or shall be merged with or
into Holdings or any of its Subsidiaries or (b) any acquisition by Holdings or
any of its Subsidiaries of the assets of any Person which constitute
substantially all of an operating unit or business of such Person.

                  "Asset Sale" means, as applied to any Person, any direct or
indirect sale, conveyance, transfer, lease or other disposition (other than a
Sale-Leaseback Transaction) by such Person or any Subsidiary of such Person to
any Person other than such Person or a wholly owned Subsidiary of such Person,
in one transaction or a series of related transactions, of any Capital Stock of
any Subsidiary of such Person or other similar equity interest of such
Subsidiary or any other property or asset of such Person or any Subsidiary of
such Person (provided that the term "Asset Sale" shall not include (a) sales,
conveyances, transfers, leases or other dispositions in the ordinary course of
business, (b) all other dispositions pursuant to which such Person receives,
directly or indirectly, Net Cash Proceeds or fair market value of less than or
equal to $5,000,000 in the aggregate in any twelve month period, (c) sales,
conveyances, transfers, leases or other dispositions of CRDA Investments, (d)
any Approved Transfer, (e) sales, conveyances, transfers, leases or other
transactions or dispositions made in accordance with the provisions of Section
1405 of this Indenture or (f) sales, conveyances, transfers, leases or other
transactions or dispositions made pursuant to the terms of any agreement,
document or instrument entered into in connection with any Approved Project in
respect of which any release or subordination has occurred in accordance with
the provisions of Section 1405 of this Indenture, including, without limitation,
any sale or other disposition resulting from any default or foreclosure).

                                       11
<PAGE>

                  "Assets" means, as applied to any Person, any tangible or
intangible assets, or rights or real or personal properties of such Person or
any of its Subsidiaries including capital stock of Subsidiaries.

                  "Board of Directors" means either the board of directors of a
Person or any duly authorized committee of that board.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of a Person to have been duly adopted by
the Board of Directors of such Person and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in The City of New
York or the State of New Jersey are authorized or obligated by law or executive
order to close.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in, or other equivalents (however
designated and whether voting or non-voting) of, such Person's capital stock,
whether outstanding on the Issue Date or issued after such date, and any and all
rights, warrants or options exchangeable for or convertible into such capital
stock.

                  "Capitalized Lease Obligation" means any obligation to pay
rent or other amounts under a lease of (or other agreement conveying the right
to use) any property (whether real, personal or mixed) that is required to be
classified and accounted for as a capital lease obligation under GAAP, and, for
the purpose hereof, the amount of such obligation at any date of determination
shall be the capitalized amount thereof at such date, determined in accordance
with GAAP.

                  "Cash Equivalents" means any of the following, to the extent
owned by Holdings or any of its Subsidiaries free and clear of all Liens (other
than Liens in favor of the Trustee or the Holders) and having a maturity of not
greater than 270 days from the date of acquisition: (a) any evidence of
Indebtedness issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof (provided that the
full faith and credit of the United States of America is pledged in support
thereof): (b) insured certificates of deposit or acceptances of any commercial
bank that is a member of the Federal Reserve System, that issues (or the parent
of which issues) commercial paper rated as described in clause (c) below and
that has combined capital and surplus and undivided profits of not less than
$100,000,000; (c) commercial paper issued by a corporation (except an Affiliate
of Holdings) organized under the laws of any state of the United States or the
District of Columbia and rated at least A-1 (or the then equivalent grade) by
Standard & Poor's Corporation or at least Prime-1 (or the then equivalent grade)
by Moody's Investors Service, Inc.; and (d) repurchase agreements and reverse
repurchase agreements relating to marketable direct obligations issued or
unconditionally guaranteed by the United States government or issued by any
agency thereof (provided that the full faith and credit of the United States of
America is pledged in support thereof); provided that the terms of such
agreements comply with the guidelines set forth in the Federal Financial
Agreements of Depository Institutions with Securities Dealers and Others, as
adopted by the Comptroller of the Currency.

                                       12
<PAGE>

                  "Casino Control Act" means the New Jersey Casino Control Act,
N.J. Stat. Ann. 5:12-1 et seq. (New Jersey Public Law 1977, C.110), and the
regulations promulgated thereunder, N.J.A.C. 19:40-1.1 et seq., as from time to
time amended, or any successor provision of law.

                  "Casino Control Commission" means the New Jersey Casino
Control Commission as established by Section 50 of the Casino Control Act or any
successor agency appointed pursuant to the Casino Control Act.

                  "Change of Control" means, after the Issue Date, an event or
series of events by which any "person" (as such term is used in Section 13(d)
and 14(d) of the Exchange Act), other than Carl C. Icahn and his Affiliates, or
Holdings and its Subsidiaries, is or becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have "beneficial ownership" of all shares that any such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly (including through ownership of
Voting Stock of a Person owning, directly or indirectly, Voting Stock of the
Company, GBHC or Holdings) of securities representing 50% or more of the
combined voting power of the Voting Stock of the Company, GBHC or Holdings.

                  "Collateral" has the meaning attributed to it in the Security
Agreement and the Mortgage and includes and is limited to, to the extent
contemplated in such definition, assets (other than cash, cash equivalents, CRDA
Investments and gaming receivables and revenues) owned by Holdings or its
Subsidiaries as of the Issue Date and assets contemplated in Section 1404 of
this Indenture; provided that for purposes of this Indenture and the Security
Documents, the Collateral shall not include any asset to the extent that it has
ceased to be subject to the Security Interest pursuant to Section 1405 hereof.

                  "Collateral Account" shall have the meaning ascribed to such
term in the Security Agreement.

                  "Collateral Assignment of Leases" means the Assignment, dated
as of September 29, 2000, by GBHC in favor of the Trustee for its own benefit
and the benefit of the Holders, as the same may be amended from time to time.

                  "Collateral Proceeds" means, subject to and as permitted by
the terms of this Indenture and the terms of any release or subordination
contemplated in Section 1405 hereof, (a) any Net Cash Proceeds received or
receivable by Holdings or GBHC or any other Grantor as a result of an Asset Sale
or Event of Loss that involves all or a portion of the Collateral and (b) all
interest or other earnings on amounts in deposit in the Collateral Account.


                                       13
<PAGE>


                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

                  "Common Stock" means, with respect to any Person, any and all
shares, interests, participations and other equivalents (however designated,
whether voting or non-voting) of such Person's common stock, whether now
outstanding or issued after the Issue Date, and includes, without limitation,
all series and classes of such common stock.

                  "Company" means GB Property Funding Corp., until a successor
Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor Person.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman, its President, any
Vice President, its Treasurer or an Assistant Treasurer, and delivered to the
Trustee.

                  "Consolidated" or "consolidated" refers to the consolidation
of accounts in accordance with GAAP, and each reference to any such
consolidation in this Indenture including, without limitation, "Consolidated
Cash Flow", "Consolidated Coverage Ratio", "Consolidated Fixed Charges",
"Consolidated Income Tax Expense", and "Consolidated Net Income" shall include
and be deemed to include, if, prior to the calculation date, one or more
acquisitions have been engaged in by Holdings or any of its Subsidiaries
(including through mergers or consolidations or other asset or business
acquisitions or combination transactions), the accounts of such acquired person
or business for the entire applicable reference period, and such acquisition
shall be deemed to have occurred on the first day of the applicable reference
period and shall be given pro forma effect, in all events exclusive of all
obligations or charges: (x) of a non-recurring nature, (y) attributable to
discontinued operations, and (z) otherwise attributable to operations or
businesses disposed of prior to the Transaction Date.

                  "Consolidated Cash Flow" means, for any Person for any period,
the sum of:

                  (a) the Consolidated Net Income of such Person and its
         Subsidiaries for such period, plus

                  (b) the sum of the following items (to the extent deducted in
         determining Consolidated Net Income and without duplication): (i) all
         Consolidated Fixed Charges; (ii) Amortization Expense; (iii)
         Depreciation Expense; and (iv) Consolidated Income Tax Expense.

                  "Consolidated Coverage Ratio" means for any Person the ratio
of (a) Consolidated Cash Flow of such Person and its Subsidiaries for the four
full fiscal quarters for which financial statements are available that
immediately precede the date of the transaction or other circumstances giving
rise to the need to calculate the Consolidated Coverage Ratio (the "Transaction
Date") (or, for purposes of clause (b) of the definition of the term "Permitted
GBHC Indebtedness", projected as contemplated therein) to (b) the Consolidated
Fixed Charges for the fiscal quarter in which the Transaction Date occurs and to
be accrued during any balance of such quarter and during the three fiscal
quarters immediately following such fiscal quarter (based upon the pro forma
amount of Indebtedness of such Person and its Subsidiaries outstanding on the
Transaction Date and after giving effect to the transaction in question) (or,
for purposes of clause (b) of the definition of the term "Permitted GBHC
Indebtedness", projected as contemplated therein). For purposes of this
definition, if the Transaction Date occurs before the date on which such
Person's consolidated financial statements for the four full fiscal quarters
after the Issue Date are first available, "Consolidated Cash Flow" and
"Consolidated Fixed Charges" shall be calculated after giving effect on a pro
forma basis as if the Securities outstanding on the Transaction Date were issued
on the first day of such four full fiscal quarter period. In addition,
"Consolidated Cash Flow" and "Consolidated Fixed Charges" shall be calculated
after giving effect on a pro forma basis for the period of such calculation to
(i) the incurrence or retirement of any Indebtedness of such Person and its
Subsidiaries at any time during the period (the "Reference Period") (A)
commencing on the first day of the four full fiscal quarters ended before the
Transaction Date for which financial statements are available and (B) to, and
including, the Transaction Date, including, without limitation, the incurrence
of the Indebtedness giving rise to the need to make such calculation, as if such
Indebtedness were incurred or retired on the first day of the Reference Period;
provided that if such Person or any of its Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the above clause shall give effect to
the incurrence of such guaranteed Indebtedness as if such Person or such
Subsidiary had directly incurred such guaranteed Indebtedness and (ii) any Asset
Sale, Event of Loss or Asset Acquisition (including, without limitation, any
Asset Acquisition giving rise to the need to make such calculation as a result
of such Person or any of its Subsidiaries (including any Person who becomes a
Subsidiary as result of the Asset Acquisition) incurring Acquired Indebtedness)
occurring during the Reference Period and any retirement of Indebtedness in
connection with such Asset Acquisition, as if such Asset Sale, Event of Loss or
Asset Acquisition and/or retirement occurred on the first day of the Reference
Period. Furthermore, in calculating the denominator (but not the numerator) of
this "Consolidated Coverage Ratio," interest on Indebtedness determined on a
fluctuating basis that cannot be determined in advance shall be deemed to accrue
at the rate in effect on the Transaction Date for such entire period.

                                       14
<PAGE>

                  "Consolidated Fixed Charges" means as applied to any Person
for any period (a) the sum of the following items (without duplication): (i) the
aggregate amount of interest reflected in the financial statements by such
Person and its Subsidiaries in respect of their consolidated Indebtedness
(including, without limitation, all interest capitalized by such Person and its
Subsidiaries during such period, any amortization of debt discount and all
commissions, discounts and other similar fees and charges owed by such Person or
any of its Subsidiaries for letters of credit and bankers' acceptance financing
and the net costs associated with Interest and Currency Rate Protection
Obligations of such Person and its Subsidiaries); (ii) the aggregate amount of
the interest component of rentals in respect of Capitalized Lease Obligations
recognized by such Person and its Subsidiaries; (iii) to the extent any
Indebtedness of any other Person is guaranteed by such Person or any of its
Subsidiaries, the aggregate amount of interest paid or accrued by such other
Person during such period attributable to any such guaranteed Indebtedness; (iv)
dividends on Preferred Stock of any Subsidiary that is held by a Person other
than such Person or a wholly owned Subsidiary; (v) the interest portion of any
deferred payment obligation; and less (b) to the extent included in clause (a)
above, amortization or write-off of deferred financing costs of such Person and
its Subsidiaries and any charge related to any premium or penalty paid in
connection with redeeming or retiring any Indebtedness before its stated
maturity, with the foregoing amounts in the case of both clauses (a) and (b)
above, as determined in accordance with GAAP.

                                       15
<PAGE>

                  "Consolidated Income Tax Expense" means, as applied to any
Person for any period, federal, state, local and foreign income taxes of such
Person and its Subsidiaries for such period, determined in accordance with GAAP;
provided that, for purposes hereof, "income taxes" shall specifically exclude
any taxes paid to or imposed by a Gaming Authority.

                  "Consolidated Net Income" means, as applied to any Person for
any period, the aggregate of the consolidated Net Income (or net loss) of such
Person and its Subsidiaries (determined in accordance with GAAP) less (to the
extent included in such Consolidated Net Income): (a) the Net Income of any
other Person in which such Person and any of its Subsidiaries has a joint
interest with a third party (which interest does not cause the Net Income of
such other Person to be consolidated into the Net Income of such Person and its
Subsidiaries in accordance with GAAP) except to the extent of the amount of cash
dividends or other cash distributions in respect of Capital Stock actually paid
(out of funds legally available therefrom) to and received by such Person or a
Subsidiary, net of any taxes applicable thereto; (b) items (other than the tax
benefit of the utilization of net operating loss carry forwards or alternative
minimum tax credits) classified as extraordinary; (c) the net income of any
Subsidiary (other than a Guarantor) to the extent that the declaration of
dividends or similar distributions by such Subsidiary of that income is not at
the time permitted, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, law,
rule or governmental regulations applicable to that Subsidiary or its
stockholders; (d) any net gain or loss resulting from an Asset Sale or Event of
Loss or reserves relating thereto by such Person or any of its Subsidiaries; (e)
any gain (but not loss), net of taxes, realized upon the termination of any
employee pension benefit plan; and (f) all income taxes of such Person and its
Subsidiaries accrued according to GAAP for such period attributable to
extraordinary gains or losses.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee, at which at any particular time its corporate trust
business shall be administered, which office at the date of execution of this
Indenture is located at 6th and Marquette, MAC N9303-120, Minneapolis, MN 55479,
except that with respect to presentation of Securities for payment or for
registration of transfer or exchange, such term shall mean the office or agency
of the Trustee at which, at any particular time, its corporate agency business
shall be conducted.

                  "Corporation" includes corporations, associations, companies
and business trusts.

                  "CRDA Investments" means Investments in securities issued by,
and monies deposited with, the Casino Reinvestment Development Authority of the
State of New Jersey.

                  "Default" means any Event of Default, or an event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "Depreciation Expense" means, as applied to any Person for any
period, the provision for depreciation that is reflected on the consolidated
financial statements of such Person and its Subsidiaries in accordance with
GAAP.

                                       16
<PAGE>

                  "Disqualified Holders" shall have the meaning provided in
Section 1109.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock or other similar ownership or profit interest that, by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
exchangeable for Indebtedness, or is redeemable at the option of the holder
thereof, in whole or in part, on or before the Maturity Date of the Securities.

                  "Division of Gaming Enforcement" means the Division of Gaming
Enforcement of the New Jersey Department of Law and Public Safety as established
by Section 55 of the Casino Control Act or any successor division or agency.

                  "Event of Default" has the meaning specified in Section 501.

                  "Event of Loss" means, with respect to any property or asset
(tangible or intangible, real or personal), any of the following: (i) any loss,
destruction or damage of such property or asset; (ii) the condemnation or
seizure of such property or asset or the exercise of any right of eminent domain
or navigational servitude; or (iii) any actual condemnation, seizure or taking,
by exercise of the power of eminent domain or otherwise, of such property or
asset, or confiscation of such property or asset or the requisition of the use
of such property or asset; provided, that in any such case the Net Cash Proceeds
relating thereto are in excess of $5 million.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Fair Market Value" or "fair value" means, with respect to any
asset or property, the price which could be negotiated in an arm's-length free
market transaction, for cash, between a willing seller and a willing buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair Market Value shall be determined by the Board of Directors of
Holdings acting in good faith and shall be evidenced by a Board Resolution
delivered to the Trustee.

                  "Federal Bankruptcy Code" means the 1978 Bankruptcy Act of
Title 11 of the United States Code, as amended from time to time.

                  "FF&E Financing" means Indebtedness, the proceeds of which
will be used solely to finance the acquisition or lease of furniture, fixtures
or equipment ("FF&E") used by the Person incurring such Indebtedness in the
ordinary course in the operation of a Permitted Line of Business and secured by
a Lien on such FF&E.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board that are applicable
as of the Issue Date.

                  "Gaming Authority" means any agency, authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever of
the United States federal government or foreign government, any state, province
or any city or other political subdivision or otherwise and whether now or
hereafter in existence, or any officer or official thereof with authority to
regulate any gaming operation (or proposed gaming operation) owned, managed, or
operated by Holdings or any of its Subsidiaries.

                                       17
<PAGE>

                  "Gaming Laws" means each gaming law of any applicable Gaming
Authority as amended from time to time, and the regulations promulgated and
rulings issued thereunder applicable to Holdings or any of its Subsidiaries or
shareholders.

                  "Grantor" means (i) any "Grantor" as defined in the Security
Agreement, (ii) any "Mortgagor" as defined in the Mortgage and (iii) any other
Person that grants a security interest in its assets in favor of the Trustee for
its benefit and the benefit of the Holders.

                  "Guarantee" means the guarantee of the Guarantors set forth in
Article Twelve.

                  "Guarantor" means each of GBHC and Holdings and any successor
thereto.

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

                  "incur" means to directly or indirectly create, assume, suffer
to exist, guarantee in any manner, or in any manner become liable for the
payment of.

                  "Indebtedness" of any Person means (a) any liability,
contingent or otherwise, of such Person (whether or not the recourse of the
lender is to the whole of the assets of such Person, or only to a portion
thereof), (i) for borrowed money (ii) evidenced by a note, bond, debenture or
similar instrument, letters of credit, acceptances or other similar facilities
(other than a trade payable or a current liability incurred in the ordinary
course of business) or (iii) for the payment of money relating to a Capitalized
Lease Obligation or other obligation relating to the deferred purchase price of
property or services (including a purchase money obligation); (b) any liability
of others of the kind described in the preceding clause (a) which such Person
has guaranteed including, without limitation, (x) to pay or purchase such
liability, (y) to supply funds to or in any other manner invest in the debtor
(including an agreement to pay for property or services irrespective of whether
such property is received or such services are rendered and (z) to purchase,
sell or lease (as lessee or lessor) property or to purchase or sell services,
primarily for the purpose of enabling a debtor to make a payment of such
Indebtedness or to assure the holder of such Indebtedness against loss; (c) any
obligation secured by a Lien to which the property or assets of such Person are
subject, whether or not the obligations secured thereby shall have been assumed
by or shall otherwise be such Person's legal liability; (d) all obligations of
such Person to purchase, redeem, retire, defease or otherwise make any payment
in respect of any Capital Stock of or other ownership or profit interest in such
Person or any of its Affiliates or any warrants, rights or options to acquire
such Capital Stock, valued, in the case of Disqualified Stock, at the greater of
its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; (e) all Interest and Currency Rate Protection Obligations; and (f)
any and all deferrals, renewals, extensions and refundings of any liability of
the kind described in any of the preceding clauses.

                                       18
<PAGE>

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented, changed, modified or amended (by
any addition to or elimination of, the provisions hereof, or otherwise) by one
or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.

                  "Independent", when used with respect to any Person, means
such other Person who (a) does not have any material financial interest in
Holdings or in any Affiliate of Holdings and (b) is not an officer, employee,
promoter, underwriter, trustee, partner or person performing similar functions
for Holdings or a spouse, family member or other relative of any such Person;
provided, that with respect to any director of any corporation, such director
shall also be deemed to be "Independent" if such director meets the requirements
for independence established by any "national securities exchange" (as
contemplated in the Securities Exchange Act of 1934) for audit committee
membership. Whenever it is provided in this Indenture that any Independent
Person's opinion or certificate shall be furnished to the Trustee, such Person
shall be appointed by Holdings.

                  "Interest and Currency Rate Protection Obligations" means the
obligations of any Person pursuant to any interest rate swap, cap or collar
agreement, interest rate future or option contract, currency swap agreement,
currency future or option contract and other similar agreement designed to hedge
against fluctuations in interest rates or foreign exchange rates.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                  "Investment" in any Person means any direct or indirect loan,
advance, guarantee or other extension of credit or capital contribution to
(including, without limitation, transfers of cash or other property to others or
payments for property or services for the account or use of others (excluding
unbilled or uncollected receivables), or otherwise), or purchase or acquisition
of Capital Stock, warrants, rights, options, bonds, notes, debentures or other
securities or evidences of Indebtedness issued by, any other Person or
Indebtedness of any other Person secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness.

                  "Issue Date" means September 29, 2000.

                  "Lien" means any mortgage, lien (statutory or other), pledge,
security interest, encumbrance, hypothecation, assignment for security, or other
security agreement of any kind or nature whatsoever. For purposes of this
Indenture, a Person shall be deemed to own subject to a Lien any property which
it has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, or other title retention agreement relating to such
Person.

                  "Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or otherwise.

                                       19
<PAGE>

                  "Maturity Date", when used with respect to any Security, means
the date specified in such Security as the fixed date on which the final
installment of principal of such Security is due and payable.

                  "Mortgage" means the Mortgage and Fixture Security Agreement,
dated as of September 29, 2000, duly executed by GBHC in favor of the Trustee
for the benefit of the Holders, as the same may be amended from time to time.

                  "Net Cash Proceeds" means, with respect to any Asset Sale or
Event of Loss, as the case may be, the proceeds thereof in the form of cash or
Cash Equivalents received by Holdings or any of its Subsidiaries (whether as
initial consideration, through the payment or disposition of deferred
compensation or the release of reserves), after deducting therefrom (without
duplication): (a) reasonable and customary brokerage commissions, underwriting
fees and discounts, legal fees, finders fees and other similar fees and expenses
incurred in connection with such Asset Sale or Event of Loss; (b) provisions for
all taxes payable as a result of such Asset Sale or Event of Loss; (c) payments
made to retire Indebtedness (other than payments on the Securities) secured by
the assets subject to such Asset Sale or Event of Loss to the extent required
pursuant to the terms of such Indebtedness; and (d) appropriate amounts to be
provided by Holdings or any of its Subsidiaries, as the case may be, as a
reserve, in accordance with GAAP, against any liabilities associated with such
Asset Sale or Event of Loss and retained by Holdings or any of its Subsidiaries,
as the case may be, after such Asset Sale or Event of Loss, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale or Event of Loss, in each case to
the extent, but only to the extent, that the amounts so deducted are, at or
around the time of receipt of such cash or Cash Equivalents, actually paid to a
Person that is not an Affiliate of Holdings or, in the case of reserves, are
actually established and, in each case, are properly attributable to such Asset
Sale or Event of Loss.

                  "Net Income" means, with respect to any Person for any period,
the net income (or loss) of such Person determined in accordance with GAAP.

                  "Officers' Certificate" for any Person means a certificate
signed by the Chairman, the President, Executive Vice President or a Vice
President, and by the Chief Financial Officer or the Secretary of such Person,
and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel for
the Company or any of the Guarantors or any of their respective Affiliates,
including an employee of any such Person, or any other counsel reasonably
acceptable to the Trustee.

                  "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) Securities, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company) in trust
         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Securities;
         provided that, if such Securities are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made;

                                       20
<PAGE>

                  (iii) Securities, except to the extent provided in Sections
         1302 and 1303, with respect to which the Company has effected
         defeasance and/or covenant defeasance as provided in Article Thirteen;
         and

                  (iv) Securities in respect of which, pursuant to Section 306,
         other Securities have been authenticated and delivered pursuant to this
         Indenture, other than any such Securities in respect of which there
         shall have been presented to the Trustee proof satisfactory to it that
         such Securities are held by a bona fide purchaser in whose hands the
         Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, consent, notice or waiver hereunder or taken any other
action, Securities owned by Holdings or its Subsidiaries shall be disregarded
and deemed not to be Outstanding (but the Securities of any other Affiliates
shall be deemed for all such purposes to be Outstanding). In determining whether
the Trustee shall be protected in making such calculation or in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities owned by Holdings or its Subsidiaries which the Trustee knows to be
so owned shall be so disregarded. Securities owned by Holdings or its
Subsidiaries which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company, a Guarantor or a Subsidiary of Holdings.

                  "Paying Agent" means any Person (including the Company acting
as Paying Agent) authorized by the Company to pay the principal of (and premium,
if any, on) or interest on any Securities on behalf of the Company.

                  "Permitted GBHC Indebtedness" means any of the following
Indebtedness to the extent incurred by GBHC:

                  (a) Indebtedness under the Notes, the Indenture, the Guarantee
         or any Security Document;

                  (b) Indebtedness if, immediately after giving pro forma effect
         to the incurrence thereof, the projected Consolidated Coverage Ratio of
         GBHC for the next full fiscal quarter, as determined by the Board of
         Directors of GBHC based upon its projections, would be no less than
         1.5:1;

                  (c) Indebtedness, including borrowing from Affiliates, having
         a maturity at the time of its incurrence of one year or less incurred
         solely to provide funds for working capital purposes; provided that
         such Indebtedness (i) does not exceed $15 million outstanding in the
         aggregate at any one time and (ii) for a period of 60 consecutive days
         during any calendar year, does not exceed in the aggregate $5 million;

                                       21
<PAGE>

                  (d) FF&E Financing and/or Capitalized Lease Obligations so
         long as the sum of (x) the aggregate principal amount of such FF&E
         Financing and (y) the aggregate amount of such Capitalized Lease
         Obligations does not exceed $50 million in the aggregate at any time;

                  (e) Indebtedness of GBHC and Lieber Check Cashing LLC
         ("Lieber") that is outstanding on the Issue Date and the items listed
         on Schedule 1.01 hereof on the Issue Date; and

                  (f) purchase money mortgage notes or other Indebtedness to
         acquire Block 47, Lot 8 on the Tax Map of the City of Atlantic City,
         and to acquire Block 156, Lots 28, 40 and 41 on the Tax Map of the City
         of Atlantic City in fee simple or by long-term lease, which purchase
         money mortgage note or similar indebtedness encumbers only such Block
         and Lot numbers on the Tax Map of the City of Atlantic City, or any
         other Indebtedness for the purpose of engaging in any transaction in
         which the value of the assets acquired, for GAAP purposes (including
         applicable goodwill) is equal to or greater than the financing
         undertaken in connection with such transaction.

                  "Permitted Liens" means:

                  (i) Liens on property acquired after the Issue Date by way of
         a merger or other business combination of a Person with or into
         Holdings or any Subsidiary or the acquisition of a Person or its assets
         by Holdings or any Subsidiary or otherwise and provided that except as
         permitted in this Indenture such Liens do not extend to any Collateral;

                  (ii) statutory Liens to secure the performance of obligations,
         surety or appeal bonds, performance bonds or other obligations of a
         like nature incurred in the ordinary course of business (exclusive of
         obligations in respect of the payment of borrowed money), or for taxes,
         assessments or governmental charges or claims, provided that in each
         case the obligations are not yet delinquent or are being contested in
         good faith by appropriate proceedings promptly instituted and
         diligently concluded and any reserve or other adequate provision as
         shall be required in conformity with GAAP shall have been made
         therefor;

                  (iii) licenses, leases or subleases granted in the ordinary
         course of business to others not interfering in any material respect
         with the business of Holdings or any Subsidiary;

                  (iv) easement granted to the City of Atlantic City, New
         Jersey, pursuant to municipal ordinance to extend Mt. Vernon Avenue
         right-of-way upon part of Block 48, Lot 8 on the Tax Map of the City of
         Atlantic City;

                  (v) with respect to the property involved, easements,
         rights-of-way, navigational servitudes, restrictions, minor defects or
         irregularities in title and other similar charges or encumbrances which
         do not interfere in any material respect with the ordinary conduct of
         business of Holdings and its Subsidiaries as now conducted or as
         contemplated herein;

                                       22
<PAGE>

                  (vi) Liens granting a security interest in CRDA Investments to
         the Casino Redevelopment Authority of New Jersey or any other entity as
         required by applicable law;

                  (vii) Liens permitted by the Security Documents, including,
         without limitation, Liens granted under or to secure Permitted GBHC
         Indebtedness;

                  (viii) Liens: (a) on Assets or property of any kind other than
         Collateral and (b) on Collateral (including, without limitation, any
         such Liens incurred to secure Allowed Indebtedness) which, except for
         and subject to any release or subordination contemplated in Section
         1405 hereof, shall be inferior to the Liens of the Trustee on such
         Collateral; and

                  (ix) Liens (which shall be superior to the Liens of the
         Trustee under the Security Documents) to secure Working Capital
         Indebtedness.

                  "Permitted Line of Business" means the casino gaming business
and any business that is related to, ancillary or supportive of, connected with
or arising out of the gaming business (including, without limitation, developing
and operating lodging, dining, sports or entertainment facilities,
transportation services, software development or other related activities or
enterprises and any additions or improvements thereto).

                  "Permitted Related Investment" means the direct or indirect
acquisition, repair or restoration (including, without limitation, as permitted
in Article 9 of the Mortgage) of property or other Assets (including, without
limitation, Securities of any person possessing any such Asset or with rights
to, any Assets) to be used in connection with a Permitted Line of Business.

                  "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political
subdivision or agency thereof.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for a
mutilated security or in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.

                  "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of such Person of any class or classes (however
designated) that ranks prior, as to the payment of dividends on or to the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.

                                       23
<PAGE>

                  "Redemption Date", when used with respect to any Security to
be redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

                  "Redemption Price", when used with respect to any Security to
be redeemed, means 100% of the principal amount of such Security, together with
accrued, unpaid interest.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the September 14 or March 14 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.

                  "Release Notice" means a written notice of Holdings or any of
its Subsidiaries in the form of a Company Order delivered pursuant to Section
1405(a).

                  "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

                  "Restricted Payment" means either of the following: (a) the
declaration or payment of any dividend or any other distribution on Common Stock
of Holdings or any Subsidiary or any payment made to the direct or indirect
holders (in their capacities as such) of Common Stock of Holdings or any
Subsidiary in respect of that stock (other than (i) dividends or distributions
payable solely in Capital Stock (other than Disqualified Stock) and (ii) in the
case of a Subsidiary, dividends or distributions payable to Holdings or to a
wholly owned Subsidiary) or (b) the purchase, defeasance, redemption or other
acquisition or retirement for value of any Common Stock of Holdings or any
Subsidiary (other than Common Stock of such Subsidiary held by Holdings or any
of its wholly owned Subsidiaries).

                  "Sale-Leaseback Transaction" means any arrangement with any
Person providing for the leasing by Holdings or any Subsidiary of any real or
tangible personal property, which property has been or is to be sold or
transferred by Holdings or any such Subsidiary to such Person or its Affiliates
in contemplation of such leasing.

                  "Sands" means the Sands Hotel and Casino located in Atlantic
City, New Jersey.

                  "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

                  "Security Agreement" means the Security Agreement dated as of
September 29, 2000 made by each of Holdings, GBHC and the Company to the Trustee
for its benefit and the benefit of the Holders, as the same may be amended from
time to time.

                                       24
<PAGE>

                  "Security Documents" means this Indenture, the Security
Agreement, the Collateral Assignment of Leases, and the Mortgage and any other
mortgage, deed of trust, security agreement or similar instrument securing the
Company's, Holdings, or GBHC's obligations with respect to the Securities or
under this Indenture or any of the other Security Documents.

                  "Security Interest" has the meaning specified in Section
1401(a).

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

                  "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable,
including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase of such security at the option of the
holder thereof).

                  "Subordination Determination" has the meaning specified in
Section 1405(b).

                  "Subordination Request" means a written request of Holdings or
any of its Subsidiaries in the form of a Company Order delivered pursuant to
Section 1405(b).

                  "Subsidiary" of any Person means any corporation, partnership,
joint venture, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding Capital Stock having ordinary voting power to elect a
majority of the Board of Directors of such corporation (irrespective of whether
at the time capital stock of any other class or classes of such corporation
shall or might have voting power upon the occurrence of any contingency), (b)
the interest in the capital or profits of such partnership or joint venture or
(c) the beneficial interest in such trust or estate, is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more of
its other Subsidiaries or by one or more of such Person's other Subsidiaries.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended from time to time.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "United States Government Obligations" means securities which
are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America.

                                       25
<PAGE>

                  "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

                  "Voting Stock" of any Person means Capital Stock of such
Person which ordinarily has voting power for the election of directors (or
persons performing similar functions) of such Person, whether at all times or
only as long as no senior class of securities has such voting power by reason of
any contingency.

                  "Working Capital Indebtedness" means Indebtedness designated
as such by the Board of Directors of the borrower, the proceeds of which are to
be held or applied for working capital purposes, not to exceed, at any one time
outstanding, in the aggregate, principal of $25 million (plus interest accrued
for not more than 365 days) for all such Indebtedness of Holdings and its
Subsidiaries.

                  SECTION 102.  Compliance Certificates and Opinions.

                  Upon any application or request by the Company or the
Guarantors to the Trustee to take any action under any provision of this
Indenture, the Company or the Guarantors shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1008) shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

                  SECTION 103. Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                                       26
<PAGE>

                  Any certificate or opinion of an officer of the Company or the
Guarantors may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or the Guarantors stating that the information with respect to such
factual matters is in the possession of the Company or the Guarantors, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                  SECTION 104.  Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture or otherwise
         to be given or taken by Holders may be embodied in and evidenced by one
         or more instruments of substantially similar tenor signed by such
         Holders in person or by agents duly appointed in writing; and, except
         as herein otherwise expressly provided, such action shall become
         effective when such instrument or instruments are delivered to the
         Trustee and, where it is hereby expressly required, to the Company or
         the Guarantors. Such instrument or instruments (and the action embodied
         therein and evidenced thereby) are herein sometimes referred to as the
         "Act" of the Holders signing such instrument or instruments. Proof of
         execution of any such instrument or of a writing appointing any such
         agent shall be sufficient for any purpose of this Indenture and
         conclusive in favor of the Trustee and the Company or the Guarantors,
         if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
         such instrument or writing may be proved by the affidavit of a witness
         of such execution or by a certificate of a notary public or other
         officer authorized by law to take acknowledgments of deeds, certifying
         that the individual signing such instrument or writing acknowledged to
         him the execution thereof. Where such execution is by a signer acting
         in a capacity other than his individual capacity, such certificate or
         affidavit shall also constitute sufficient proof of authority. The fact
         and date of the execution of any such instrument or writing, or the
         authority of the Person executing the same, may also be proved in any
         other manner which the Trustee deems sufficient.

                  (c) The principal amount and serial numbers of Securities held
         by any Person, and the date of holding the same, shall be proved by the
         Security Register.

                                       27
<PAGE>

                  (d) If the Company or the Guarantors shall solicit from the
         Holders of Securities any request, demand, authorization, direction,
         notice, consent, waiver or other Act, the Company or the Guarantors
         may, at its option, by or pursuant to Board Resolution, fix in advance
         a record date for the determination of Holders entitled to give such
         request, demand, authorization, direction, notice, consent, waiver or
         other Act, but the Company or the Guarantors shall have no obligation
         to do so. Notwithstanding TIA Section 316(c), such record date shall be
         the record date specified in or pursuant to such Board Resolution,
         which shall be a date not earlier than the date 30 days prior to the
         first solicitation of Holders generally in connection therewith and not
         later than the date such solicitation is completed. If such a record
         date is fixed, such request, demand, authorization, direction, notice,
         consent, waiver or other Act may be given before or after such record
         date, but only the Holders of record at the close of business on such
         record date shall be deemed to be Holders for the purposes of
         determining whether Holders of the requisite proportion of Outstanding
         Securities have authorized or agreed or consented to such request,
         demand, authorization, direction, notice, consent, waiver or other Act,
         and for that purpose the Outstanding Securities shall be computed as of
         such record date; provided that no such authorization, agreement or
         consent by the Holders on such record date shall be deemed effective
         unless it shall become effective pursuant to the provisions of this
         Indenture not later than eleven months after the record date.

                  (e) Any request, demand, authorization, direction, notice,
         consent, waiver or other Act of the Holder of any Security shall bind
         every future Holder of the same Security and the Holder of every
         Security issued upon the registration of transfer thereof or in
         exchange therefore or in lieu thereof in respect of anything done,
         omitted or suffered to be done by the Trustee or the Company or the
         Guarantors in reliance thereon, whether or not notation of such action
         is made upon such Security.

                  (f) For the purpose of the Company or the Guarantors complying
         with any requirement of the Casino Control Commission, or the Division
         of Gaming Enforcement or of the Casino Control Act, every holder,
         intermediary holder, intermediary beneficial holder and beneficial
         holder of a Security shall be deemed to authorize any Holder and any
         other holder, intermediary holder, intermediary beneficial holder and
         beneficial holder of a Security, upon written request of an Officer of
         the Company, GBHC, Holdings, or the Trustee expressing reliance on this
         Section and enclosing a copy of this Section, to release, and any such
         holder, intermediary holder, intermediary beneficial holder and
         beneficial holder shall be required to release, to the Company, GBHC,
         Holdings, or the Trustee, as the case may be, the name, address,
         telephone number, principal contact person, and amount of such
         holdings, intermediary holdings, intermediary beneficial holdings and
         beneficial holdings of Securities of each such holder, intermediary
         holder, intermediary beneficial holder and beneficial holder of a
         Security.

                  SECTION 105. Notices, etc., to Trustee, Company and
                               Guarantors.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                                       28
<PAGE>

                  (1) the Trustee by any Holder, the Company or the Guarantors
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust Administration, or

                  (2) the Company or the Guarantors by the Trustee or by any
         Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, to the Company or the Guarantors, as the
         case may be, addressed to it at the address of its principal office
         specified in the first paragraph of this Indenture, with a copy to:
         Sands Hotel and Casino, Indiana Avenue and Brighton Park, Atlantic
         City, N.J. 08401, or at any other address previously furnished in
         writing to the Trustee by the Company or the Guarantors, as the case
         may be.

                  SECTION 106.  Notice to Holders; Waiver.

                  Where this Indenture provides for notice of any event to
Holders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice. Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

                  In case by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impracticable
to mail notice of any event to Holders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice for every purpose hereunder.

                  Any notices hereunder that are required to be given to the
Casino Control Commission shall be addressed to: Document Control Unit, Casino
Control Commission, Tennessee Avenue and the Boardwalk, Arcade Building,
Atlantic City, New Jersey 08401, Attention: Chief of Administrative Operations.
Any notices hereunder that are required to be given to the Division of Gaming
Enforcement shall be addressed to: Division of Gaming Enforcement, 140 East
Front Street, CN-047, Trenton, New Jersey 08625, Attention: Deputy Director for
the Division of Gaming Enforcement.

                                       29
<PAGE>

                  SECTION 107. Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

                  SECTION 108.  Successors and Assigns.

                  All covenants and agreements in this Indenture and in the
Security Documents by each of the Company or the Guarantors shall bind its
successors and assigns, whether so expressed or not.

                  SECTION 109.  Separability Clause.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                  SECTION 110.  Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto, any Paying
Agent, any Securities Registrar and their successors hereunder, and the Holders,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

                  SECTION 111. Governing Law.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York. This Indenture is
subject to the provisions of the Trust Indenture Act of 1939, as amended, that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

                  SECTION 112. Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date,
sinking fund payment date or Stated Maturity or Maturity of any Security shall
not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal (and premium,
if any) need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Redemption Date or sinking fund payment date, or at the Stated Maturity or
Maturity; provided that no interest shall accrue on such payment for the period
from and after such Interest Payment Date, Redemption Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.

                  SECTION 113. Casino Control Act.

                  Notwithstanding the provisions of Section 111 hereof, each of
the provisions of this Indenture is subject to and shall be enforced in
compliance with the provisions of the Casino Control Act, to the extent
applicable, and the regulations promulgated thereunder, unless such provisions
are in conflict with the TIA, in which case the TIA shall control. The
Securities are to be held subject to the condition that if a holder thereof is
found to be disqualified by the Casino Control Commission pursuant to the
provisions of the Casino Control Act, such holder shall dispose of the
Securities in accordance with the provisions of Section 1109 hereof. The Company
shall have the right to repurchase the Securities at the lowest of (i) the
principal amount thereof, (ii) the amount which the Disqualified Holder or
beneficial owner paid for the Securities, together with accrued interest up to
the date of the determination of disqualification, or (iii) the market value of
such Securities.

                                       30
<PAGE>

                                   ARTICLE TWO

                                 SECURITY FORMS

                  SECTION 201. Forms Generally.

                  The Securities and the Trustee's certificate of authentication
shall be in substantially the forms set forth in this Article, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.

                  The definitive Securities shall be printed, lithographed or
engraved on steel-engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing such Securities, as
evidenced by their execution of such Securities.

                  SECTION 202. Form of Face of Notes.

                            GB PROPERTY FUNDING CORP.

                                11% Note Due 2005

No. _____________                                                     $_________

                  GB Property Funding Corp., a Delaware corporation (herein
called the "Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to __________ or registered assigns, the principal sum of __________ U.S.
Dollars on September 29, 2005 at the office or agency of the Company referred to
below, and to pay interest thereon on March 29, 2001 and thereafter, on
September 29 and March 29 in each year, from September 29, 2000, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, at the rate of 11% per annum, until the principal hereof is paid
or duly provided for. Notwithstanding anything contained herein, the rate of
interest on the Securities shall not exceed the highest rate permitted by law.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the September 14 or March 14 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and such defaulted interest
may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Payment of the
principal of (and premium, if any, on) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in The
City of New York, or at such other office or agency of the Company as may be
maintained for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company (i) by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register or (ii) by
transfer to an account maintained by the payee located in the United States.

                                       31
<PAGE>

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. Unless the
certificate of authentication hereon has been duly executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

                  Dated:  September 29, 2000        GB PROPERTY FUNDING
                                                    CORP.


                                                    By
                                                      --------------------------

Attest:

---------------------------------------
      Authorized Signature

                  SECTION 203. Form of Reverse of Notes

                  This Security is one of a duly authorized issue of securities
of the Company designated as its 11% Notes Due 2005 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) in aggregate principal amount to $110 million, which may be issued
under an indenture (herein called the "Indenture") dated as of September 29,
2000 between the Company, GB Holdings, Inc. and Greate Bay Hotel and Casino,
Inc. (the "Guarantors") and Wells Fargo Bank Minnesota, National Association,
trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. Interest on the
Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.

                                       32
<PAGE>

                  The Securities are subject to redemption upon not less than 30
nor more than 60 days' notice, at any time after January 1, 2001, as a whole or
in part, at the election of the Company, at a Redemption Price equal to 100% of
the principal amount, together in the case of any such redemption with accrued,
unpaid interest, if any, to the Redemption Date, all as provided in the
Indenture.

                  Upon the occurrence of a Change of Control, the Holder of this
Security may require the Company, subject to certain limitations provided in the
Indenture, to repurchase this Security at a purchase price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest.

                  Each of the provisions of this Security is subject to and
shall be enforced in compliance with the provisions of the Casino Control Act
and the regulations promulgated thereunder, to the extent applicable.

                  Each Holder by accepting a Security agrees that all Holders,
whether initial holders or subsequent transferees, shall be subject to the
qualification provisions of the Casino Control Act. As set forth more fully in
the Indenture, in the event that the Casino Control Commission determines that a
Holder is not qualified under the Casino Control Act, the Company shall have the
absolute right and obligation to purchase from such Holder (the "Disqualified
Holder") the Securities the Disqualified Holder may then possess, no later than
forty-five days after the date that the Company serves notice on any
Disqualified Holder of such determination. Immediately upon such determination,
the Disqualified Holder shall have (i) no further right to exercise, directly or
through any trustee or nominee, any right conferred by its Securities or (ii) no
further right to receive any dividends, interest, or other distribution or
payment with respect to any such Securities. In the event a Disqualified Holder
fails to so sell its Securities within 30 days after the determination by the
Casino Control Commission, the Company shall purchase such Securities within 15
days after the end of such 30 day period at the lowest of (i) the principal
amount thereof, (ii) the amount which the Disqualified Holder paid for the
Securities, together with accrued interest up to the date of the determination
of disqualification or (iii) the market value of such Securities.

                  In the case of any redemption of Securities, interest
installments whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Date
referred to on the face hereof. Securities (or portions thereof) for whose
redemption and payment provision is made in accordance with the Indenture shall
cease to bear interest from and after the Redemption Date.

                                       33
<PAGE>

                  In the event of redemption of this Security in part only, a
new Security or Securities for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.

                  If an Event of Default shall occur and be continuing, the
principal of all the Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of the Company on this Security and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security. Any Lien that may from time to time secure
the Securities is subject to subordination or termination as provided in Section
1405 of the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Guarantors and the rights of the Holders
under the Indenture at any time by the Company, the Guarantors and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such amendment, modification, consent or waiver by or on behalf of the
Holder of this Security, or otherwise in accordance with the terms of the
Indenture, shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
thereof is made upon this Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Company
or the Guarantors, which is absolute and unconditional, to pay the principal of
(and premium, if any, on) and interest on this Security at the times, place, and
rate, and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable on
the Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company maintained for
such purpose in The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amounts will be issued to the
designated transferee or transferees.

                  The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

                                       34
<PAGE>

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                  The Securities are entitled to the benefit of the Guarantees
by the Guarantors to the extent provided in the Guarantees.

                  Prior to the time of due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any agent shall be affected by notice to
the contrary.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  Each Guarantor (which term includes any successor Person under
the Indenture) has unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, (a) the due and
punctual payment of the principal of and interest on the Securities, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on overdue principal, and, to the extent permitted by law, interest, and the due
and punctual performance of all other obligations of the Company to the Holders
or the Trustee all in accordance with the terms set forth in the Indenture and
(b) in case of any extension of time of payment or renewal of any Securities or
any of such other obligations, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise.

                  The obligations of the Guarantors to the Holders of Securities
and to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee.

                                              Guarantors:

                                              GB HOLDINGS INC.



                                              By:
                                                 ----------------------------

                                              GREATE BAY HOTEL AND CASINO, INC.

                                       35
<PAGE>

                                              By:
                                                 ----------------------------

                  SECTION 204  Form of Trustee's Certificate of Authentication.

                  The Trustee's certificate of authentication shall be in
substantially the following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  This is one of the Securities referred to in the
within-mentioned Indenture.

                                Wells Fargo Bank Minnesota, National Association
                                                  as Trustee



                                By:
                                   ---------------------------------------------
                                   Authorized Officer


                                       36
<PAGE>


                                  ARTICLE THREE

                                 THE SECURITIES

                  SECTION 301. Title and Terms.

                  (a) The aggregate principal amount of securities which may be
         authenticated and delivered under this Indenture is limited to $110
         million, except for securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         securities.

                  (b) The Notes shall be known and designated as the "11% Notes
         Due 2005" of the Company. Their Stated Maturity shall be September 29,
         2005, and they shall bear interest at the rate of 11% per annum from
         September 29, 2000, or from the most recent Interest Payment Date to
         which interest has been paid or duly provided for, payable on March 29,
         2001 and semiannually thereafter on September 29 and March 29 in each
         year and at said Stated Maturity, until the principal thereof is paid
         or duly provided for.

                  (c) The principal of (and premium, if any, on) and interest on
         the Securities shall be payable at the office or agency of the Company
         maintained for such purpose in The City of New York, or at such other
         office or agency of the Company as may be maintained for such purpose;
         provided, however, that, at the option of the Company, interest may be
         paid by check mailed to addresses of the Persons entitled thereto as
         such addresses shall appear on the Security Register.

                  (d) The Securities shall be redeemable as provided in Article
         Eleven.

                  (e) If the Company is served with notice of the
         disqualification of any Holder under Section 105(d) of the Casino
         Control Act by the Casino Control Commission, such Holder will be
         prohibited under Section 105(e) of the Casino Control Act from (a)
         receiving interest on the Securities held by such Holder, (b)
         exercising, directly or through any trustee or nominee, any right
         conferred on such Securities, and (c) receiving any remuneration in any
         form from any Person licensed or qualified by the Casino Control
         Commission (including the Company, the Guarantors and the Trustee) for
         services rendered or otherwise. Notwithstanding the foregoing, the
         Trustee shall be entitled to exercise all rights with respect to the
         Securities held by such Holder including, but not limited to,
         accelerating the Securities (any monies or securities received by the
         Trustee on behalf of such Holder to be held in trust for such Holder
         pursuant to Section 605 hereof). If the Trustee exercises voting rights
         with respect to such Securities, such votes shall be cast in the same
         proportion as the votes of the other Outstanding Securities are cast on
         such issue. A copy of any notice served upon the Company as described
         above shall be promptly delivered by the Company to the Trustee. Any
         such notice to the Trustee shall be effective against the Trustee on
         the second Business Day after receipt thereof by a Responsible Officer
         of the Trustee.

                                       37
<PAGE>

                  SECTION 302.  Denominations.

                  The Securities shall be issuable only in registered form
without coupons and only in denominations of $1,000 and any integral multiple
thereof.

                  SECTION 303.  Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
its Chairman, its President, a Vice President, or the Chief Financial Officer.
The signature of any officer on the Securities may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities.

                  The initial Company Order shall be accompanied by the
documents contemplated in Section 1401 and an Officers Certificate or other
satisfactory confirmation indicating that: (i) the order of the United States
Bankruptcy Court for the District of New Jersey confirming the Joint Plan of
Reorganization (the "Plan") under Chapter 11 of the Bankruptcy Code Proposed by
the Official Committee of Unsecured Creditors and High River (Case No. 98-10001)
(JW) has been entered and is not stayed and together with the Plan, allows for
the execution and delivery of this Indenture, the Security Documents and the
Securities; and (ii) that after compliance by the Trustee with the Company
Order, the conditions specified in Section 7.02 of the Plan will have been
satisfied or waived.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

                  In case the Company, pursuant to Article Eight, shall be
consolidated or merged with or into any other Person or shall convey, transfer,
lease or otherwise dispose of its properties and assets substantially as an
entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have
been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid shall have executed an indenture
supplemental hereto with the Trustee pursuant to Article Eight, any of the
Securities authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may, from time to time, at the
request of the successor Person, be exchanged for other Securities executed in
the name of the successor Person with such changes in phraseology and form as
may be appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Request of the successor Person, shall authenticate and deliver
Securities as specified in such request for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time Outstanding for Securities authenticated
and delivered in such new name.

                                       38
<PAGE>

                  SECTION 304.  Temporary Securities.

                  Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively evidenced
by their execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 1002, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

                  SECTION 305. Registration, Registration of Transfer and
                               Exchange.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 1002 being herein
sometimes referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Security Register
shall be in written form or any other form capable of being converted into
written form within a reasonable time. At all reasonable times, the Security
Register shall be open to inspection by the Trustee. The Trustee is hereby
initially appointed as security registrar (the "Security Registrar") for the
purpose of registering Securities and transfers of Securities as herein
provided.

                  Upon surrender for registration of transfer of any Security at
the office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denomination or denominations of a like aggregate principal
amount and like terms.


                                       39
<PAGE>

                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination and of a like aggregate
principal amount and like terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer, in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange or redemption of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges not involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the selection of Securities to be redeemed under Section
1104 and ending at the close of business on the day of such mailing of the
relevant notice of redemption, or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

                  SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

                  If (i) any mutilated Security is surrendered to the Trustee,
or (ii) the Company and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                                       40
<PAGE>

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

                  SECTION 307.  Payment of Interest; Interest Rights Preserved.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
at the office or agency of the Company maintained for such purpose pursuant to
Section 1002; provided, however, that each installment of interest may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears in the Security Register or (ii)
transfer to an account maintained by the payee located in the United States.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the Regular Record Date by virtue
of having been such Holder, and such defaulted interest ("Defaulted Interest")
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

                  (1) the Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more than
         15 days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee of
         the notice of the proposed payment. The Trustee shall promptly notify
         the Company of such Special Record Date, and in the name and at the
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         given in the manner provided for in Section 106, not less than 10 days
         prior to such Special Record Date. Notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor having
         been so given, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (2); or

                                       41
<PAGE>

                  (2) the Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities may be listed, and upon
         such notice as may be required by such exchange, if, after notice given
         by the Company to the Trustee of the proposed payment pursuant to this
         clause, such manner of payment shall be deemed practicable by the
         Trustee.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                  SECTION 308.  Persons Deemed Owners.

                  Prior to the due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any, on) and (subject to Sections 305 and 307) interest on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  SECTION 309.  Cancellation.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. If
the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures and certification of their disposal delivered to the Company.

                                       42
<PAGE>

                  SECTION 310.  Computation of Interest.

                  Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

                  SECTION 311.  Maximum Interest Rate.

                  Regardless of any provision contained herein, in the
Securities or in any of the Security Documents, the Holders shall not be
entitled to receive, collect or apply as interest (whether termed interest in
the documents or deemed to be interest by judicial determination or operation of
law) on the Securities, any amount in excess of the maximum amount allowed by
applicable law, and, if any Holder ever receives, collects or applies as
interest any such excess, the amount that would be excessive interest shall be
deemed to be a partial prepayment of principal and treated hereunder as such;
and, if the principal amount of the Securities is paid in full, any remaining
excess shall forthwith be paid to the Company. In determining whether or not the
interest paid or payable under any specific contingency exceeds the maximum
amount of interest allowed by applicable law, the Company and the Holders shall,
to the maximum extent permitted under applicable law, (i) characterize any
nonprincipal payment as an expense fee, or premium rather than interest; (ii)
exclude voluntary prepayments and the effects thereof; and (iii) amortize,
prorate, allocate and spread, in equal parts, the total amount of interest
throughout the entire contemplated term of the Securities.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 401.  Satisfaction and Discharge of Indenture.

                  This Indenture shall upon Company Request cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Securities herein expressly provided for) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture and releasing all liens and
security interests in the Collateral when

                  (1) either

                           (a) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust with the
                  Trustee or any Paying Agent or segregated and held in trust by
                  the Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                                       43
<PAGE>

                           (b) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at their
                           Stated Maturity within one year, or

                                   (iii) are to be called for redemption within
                           one year under arrangements satisfactory to the
                           Trustee for the giving of notice of redemption by the
                           Trustee in the name, and at the expense, of the
                           Company,

                  and the Company, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for the purpose an amount
                  sufficient to pay and discharge the entire indebtedness on
                  such Securities not theretofore delivered to the Trustee for
                  cancellation, for principal (and premium, if any) and interest
                  to the date of such deposit (in the case of Securities which
                  have become due and payable) or to the Stated Maturity or
                  Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for in this Section 401 relating to the satisfaction
         and discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003, shall survive.

                  SECTION 402.  Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all money and property deposited with the Trustee pursuant to Section 401
shall be held in trust and, at the direction of the Company, be invested prior
to Maturity in United States Government Obligations, and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law. Any funds
remaining following payment of all Securities and all other obligations of the
Company hereunder shall be the property of the Company.

                                       44
<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501.  Events of Default.

                  "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (1) default in the payment of any interest on any Security
         when it becomes due and payable, and continuance of such default for a
         period of 30 days; or

                  (2) default in the payment of any principal of (or premium, if
         any, on) any Security at its Maturity; or

                  (3) default in the performance, or breach, of any covenant or
         warranty of Holdings or any of its Subsidiaries in this Indenture or of
         Holdings or any other Grantor in the Security Documents (other than a
         default in the performance, or breach, of a covenant or warranty which
         is specifically dealt with elsewhere in this Section), and continuance
         of such default or breach for a period of 60 days after there has been
         given, by registered or certified mail, to the Company and the
         Guarantors by the Trustee or to the Company and the Guarantors and the
         Trustee by the Holders of a majority in principal amount of the
         Outstanding Securities a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder, unless Holdings, such Subsidiary, or
         such Grantor, is proceeding, and continues to proceed, diligently to
         cure any such default; or

                  (4) (A) there shall have occurred one or more defaults by
         Holdings or any of its Subsidiaries in the payment of the principal of
         or premium, if any, on Indebtedness aggregating $5 million or more,
         when the same becomes due and payable at the stated maturity thereof,
         and such default or defaults shall have continued after any applicable
         grace period and shall not have been cured or waived or (B) in
         accordance with the terms of an agreement or instrument binding upon
         Holdings or any of its Subsidiaries, Indebtedness of Holdings or any of
         its Subsidiaries aggregating $5 million or more shall have been
         accelerated or otherwise declared due and payable, or required to be
         prepaid or repurchased (other than by regularly scheduled required
         prepayment), prior to the stated maturity thereof; or

                  (5) any Person entitled to take the actions described in this
         Section 501(5), after the occurrence of any event of default under any
         agreement or instrument evidencing any Indebtedness in excess of $5
         million in the aggregate of Holdings or any of its Subsidiaries, shall
         notify the Trustee of the intended sale or disposition of any assets of
         Holdings or any of its Subsidiaries that have been pledged to or for
         the benefit of such Person to secure such Indebtedness or shall
         commence proceedings, or take any action (including by way of set-off)
         to retain in satisfaction of any Indebtedness, or to collect on, seize,
         dispose of or apply, any such assets of Holdings or any of its
         Subsidiaries (including funds on deposit or held pursuant to lock-box
         and other similar arrangements), pursuant to the terms of any agreement
         or instrument evidencing any such Indebtedness of Holdings or any of
         its Subsidiaries or in accordance with applicable law; or

                                       45
<PAGE>

                  (6) final judgments or orders rendered against Holdings or any
         of its Subsidiaries which require the payment in money, either
         individually or in an aggregate amount, that is more than $10 million
         and (i) an enforcement proceeding shall have been commenced by any
         creditor upon such judgment or order and (ii) there shall have been a
         period of 60 consecutive days during which a stay of enforcement of
         such judgment or order, by reason of pending appea1 or otherwise, was
         not in effect; or

                  (7) the entry of a decree or order by a court having
         jurisdiction in the premises adjudging Holdings or any of its
         Subsidiaries a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         or in respect of Holdings or any such Subsidiary under the Federal
         Bankruptcy Code or any other applicable federal or state law, or
         appointing a receiver, liquidator, assignee, trustee, sequestrator (or
         other similar official) of Holdings or any such Subsidiary or of any
         substantial part of their respective property, or ordering the winding
         up or liquidation of their respective affairs, and the continuance of
         any such decree or order unstayed and in effect for a period of 90
         consecutive days; or

                  (8) the institution by Holdings or any of its Subsidiaries of
         proceedings to be adjudicated a bankrupt or insolvent, or the consent
         by it to the institution of bankruptcy or insolvency proceedings
         against it, or the filing by it of a petition or answer or consent
         seeking reorganization or relief under the Federal Bankruptcy Code or
         any other applicable federal or state law or the consent by it to the
         filing of any such petition or to the appointment of a receiver,
         liquidator, assignee, trustee, sequestrator (or other similar official)
         of Holdings or any such Subsidiary or of any substantial part of its
         property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due; or

                  (9) any of the Security Documents ceases to be in full force
         and effect in any material respect or any of the Security Documents
         ceases to create in favor of the Trustee, with respect to any material
         amount of Collateral, a valid and perfected first priority Lien on the
         Collateral purported to be covered thereby, except for any cessation,
         release or subordination contemplated or permitted (or resulting from
         any act contemplated or permitted) by Section 1405 hereof or as may be
         otherwise contemplated by this Indenture); or

                  (10) the cessation of substantially all gaming operations at
         the Sands for more than 60 consecutive days, except as a result of an
         Event of Loss; or

                  (11) the loss by GBHC or its successor or assigns of its legal
         right to own or operate the Sands and such loss continues for more than
         60 consecutive days.

                                       46
<PAGE>

                  SECTION 502.  Acceleration of Maturity; Rescission and
                                Annulment.

                  If an Event of Default (other than an Event of Default
specified in Section 501(7) or 501(8)) occurs and is continuing, then and in
every such case, the Trustee and the Holders of not less than a majority in
principal amount of the Securities Outstanding, may declare the principal amount
of all the Securities to be due and payable immediately, by a notice in writing
to the Company and the Guarantors, and upon any such declaration such principal
amount shall become immediately due and payable. If an Event of Default
specified in Section 501(7) or 501(8) occurs and is continuing, then the
principal amount of all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee and any Holder.

                  At any time after a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Securities Outstanding, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if

                  (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay,

                           (A) all Defaulted Interest on all Outstanding
                  Securities,

                           (B) all unpaid principal of (and premium, if any, on)
                  any Outstanding Securities which has become due otherwise than
                  by such declaration of acceleration, and interest on such
                  unpaid principal at the rate borne by the Securities, and

                           (C) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2) all Events of Default, other than the non-payment of
         amounts of principal of (or premium, if any, on) or interest on
         Securities which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                  Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Securities because of an Event of
Default specified in Section 501(4) shall have occurred and be continuing, such
declaration of acceleration shall be automatically annulled if the Indebtedness
that is the subject of such Event of Default has been discharged or the holders
thereof have rescinded their declaration of acceleration in respect of such
Indebtedness or the same has been waived or stayed, and written notice of such
discharge, rescission, waiver or stay, as the case may be, shall have been given
to the Trustee by the Company and countersigned by the holders of such
Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days
after such declaration of acceleration in respect of the Securities, and no
other Event of Default has occurred during such 30-day period which has not been
cured or waived during such period.


                                       47
<PAGE>


                  SECTION 503.  Collection of Indebtedness and Suits for
                                Enforcement by Trustee.

                  The Company covenants that if

                  (a) default is made in the payment of any installment of
         interest on any Security when such interest becomes due and payable and
         such default continues for a period of 30 days, or

                  (b) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and interest on any
overdue principal (and premium, if any), and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in any
Security Document or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

                  SECTION 504.  Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company, the Guarantors or any other
obligor upon the Securities or the property of the Company, the Guarantors or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal,
premium, if any, or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

                                       48
<PAGE>

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                  SECTION 505.  Trustee May Enforce Claims Without Possession of
                                Securities.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the holders of the Securities in respect of which such
judgment has been recovered.

                  SECTION 506.  Application of Money Collected.

                  Any money and property collected by the Trustee pursuant to
this Article or in connection with the exercise of remedies under any Security
Document shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal (or premium, if any) or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 606;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any, on,) and interest on the Securities
         in respect of which or for the benefit of which such money has been
         collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal (and premium, if any) and interest, respectively; and

                                       49
<PAGE>

                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

                  SECTION 507.  Limitation on Suits.

                  No Holder of any Securities shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

                  (1) the Holders of a majority in principal amount of the
         Outstanding Securities shall have made written request to the Trustee
         to institute proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

                  (2) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                  (3) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (4) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority or more in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Section 507 to affect, disturb or prejudice the rights of any other
Holders, or to obtain or to seek to obtain priority or preference over any other
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all the Holders.

                  SECTION 508.  Unconditional Right of Holders to Receive
                                Principal Premium and Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any of the Securities shall have the right, which is absolute and
unconditional, to receive payment, as provided herein (including, if applicable,
Article Thirteen) and in the terms of each note representing such Securities of
the principal of (and premium, if any, on) and (subject to Section 307) interest
on, such Securities on the respective Stated Maturities expressed in such
Securities (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

                  SECTION 509.  Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture or any Security Document and
such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

                                       50
<PAGE>

                  SECTION 510.  Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

                  SECTION 511.  Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or any Security Document or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

                  SECTION 512.  Control by Holders.

                  Notwithstanding anything to the contrary set forth in Section
316(a) of the TIA (the provisions of which are hereby excluded), the Holders of
not less than a majority in principal amount of the Outstanding Securities shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee under this Indenture or the Security Documents,
provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture,

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                  (3) the Trustee need not take any action which might involve
         it in personal liability unless it has obtained appropriate indemnity.

                  SECTION 513.  Waiver of Defaults and Compliance.

                  Notwithstanding anything to the contrary set forth in Section
316(a) of the TIA (the provisions of which are hereby excluded) the Holders of
not less than a majority in principal amount of the Outstanding Securities may
on behalf of the Holders of all the Securities:

                                       51
<PAGE>

                           (1) waive any past default hereunder and its
         consequences, except a default in respect of the payment of the
         principal of (or premium, if any, on) or interest on any Security, and
         upon any such waiver, such default shall cease to exist, and any Event
         of Default arising therefrom shall be deemed to have been cured and
         released, for every purpose of this Indenture; but no such waiver shall
         extend to any subsequent or other default or Event of Default or impair
         any right consequent thereon; and

                           (2) waive future compliance with any term, provision
         or condition of this Indenture or the Security Documents or any related
         instruments, agreements or documents (but no such waiver shall extend
         to or affect such term, provision or condition except to the extent so
         expressly waived), in which event the Company and the Guarantors may
         omit to comply with any such term, provision or condition of this
         Indenture, the Security Documents or any related instrument, agreement
         or document.

                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601.  Notice of Defaults.

                  Within 90 days after the occurrence of any Default hereunder,
the Trustee shall transmit in the manner and to the extent provided in TIA
Section 313(c), notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; provided, however, that, except in
the case of a Default in the payment of the principal of (or premium, if any,
on) or interest on any Security, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determines that the withholding of such notice is in the interest of
the Holders; and provided further that in the case of any Default of the
character specified in Section 501(4) no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. The Trustee shall not be
deemed to have knowledge of any Default or Event of Default hereunder unless a
Responsible Officer in its Corporate Trust Department shall have actual
knowledge thereof.

                  SECTION 602.  Certain Rights of Trustee.

                  Subject to the provisions of TIA Sections 315(a) through
315(d):

                  (1) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

                                       52
<PAGE>

                  (3) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (4) the Trustee may consult with counsel and the written
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon;

                  (5) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney;

                  (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                  (8) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture; and

                  (9) the Trustee shall not be personally liable, in case of
         entry by it upon any property subject to the liens of the Security
         Documents, for debts contracted or liabilities or damages incurred in
         the management or operation thereof.

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

                  The Trustee and its directors, officers, employees and
Affiliates shall cooperate with the Casino Control Commission and the Division
of Gaming Enforcement and provide such information and documentation as may from
time to time be requested by such agencies.


                                       53
<PAGE>

                  The Trustee may rely on, and shall be protected with respect
to any action taken or omitted to be taken in good faith in accordance with, the
direction of the Holders of not less than a majority in principal amount of
Outstanding Securities.

                  SECTION 603. Trustee Not Responsible for Recitals or Issuance
                               of Securities.

                  The recitals contained herein and in the Securities, except
for the Trustee's certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility and Qualification of Form
T-1 supplied to the Company are true and accurate, subject to the qualifications
set forth therein. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

                  The Trustee makes no representations with respect to the
effectiveness or adequacy of any Security Document, or the validity, perfection
or priority, if any, of liens granted to it under this Indenture or the Security
Documents. The Trustee shall not be responsible for ascertaining or maintaining
such validity, perfection or priority, if any, and shall be fully protected in
relying upon certificates and opinions delivered to it in accordance with the
terms of this Indenture or the Security Documents.

                  SECTION 604.  May Hold Securities.

                  The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

                  SECTION 605.  Money Held in Trust.

                  Except as otherwise provided herein, money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise provided herein or agreed
with the Company.

                  SECTION 606.  Compensation and Reimbursement.

                  The Company agrees:

                  (1) to pay to the Trustee from time to time such compensation
         as the Company and the Trustee shall from time to time agree for all
         services rendered by it hereunder and under the Security Documents
         (which compensation shall not be limited by any provision of law in
         regard to the compensation of a trustee of an express trust); and

                                       54
<PAGE>

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture and under the Security
         Documents (including the reasonable compensation and the expenses and
         disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its negligence or bad
         faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust and under the Security
         Documents, including the costs and expenses of defending itself against
         any claim or liability in connection with the exercise or performance
         of any of its powers or duties hereunder or thereunder.

                  The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. As security for the performance of such
obligations of the Company, the Trustee shall have a claim prior to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any,
on) or interest on particular Securities.

                  SECTION 607.  Corporate Trustee Required: Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                  SECTION 608.  Resignation and Removal; Appointment of
                                Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 609.

                  (b) Subject to the provisions of the Casino Control Act, the
Trustee may resign at any time by giving written notice thereof to the Company,
the Casino Control Commission and the Division of Gaming Enforcement. If the
instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

                                       55
<PAGE>

                  (c) Subject to the provisions of the Casino Control Act, the
Trustee may be removed at any time by Act of the Holders of not less than a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security for at least
         six months, or

                  (2) the Trustee shall cease to be eligible under Section 607
         and shall fail to resign after written request therefor by the Company
         or by any Holder who has been a bona fide Holder of a Security for at
         least six months, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, subject to the provisions of the Casino Control Act, (i)
the Company, by a Board Resolution, may remove the Trustee, or (ii) subject to
TIA Section 315(e), any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.
Notwithstanding the foregoing, any successor Trustee may be appointed only with
the prior, express approval of the Casino Control Commission, in consultation
with the Division of Gaming Enforcement, provided that such successor Trustee
must first be qualified as a financial source by and cooperate with the Casino
Control Commission and the Division of Gaming Enforcement.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Securities in the manner provided for in Section 106. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

                                       56
<PAGE>

                  SECTION 609.  Acceptance of Appointment by Successor.

                  Every successor Trustee appointed hereunder shall take all
necessary steps to be approved by the Casino Control Commission and shall
execute, acknowledge and deliver to the Company, to the Guarantors and to the
retiring Trustee an instrument accepting such appointment, and the successor
Trustee, the Company and the Guarantors shall enter into a supplemental
indenture evidencing the appointment of the successor Trustee and, as required,
any amendment or modification to any Security Document or any additional
Security Document. Thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

                  SECTION 610.  Merger, Conversion, Consolidation or
                                Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities; and in case at that time any of the Securities shall not have been
authenticated, any successor Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificates shall have the full force which it is
anywhere in the Securities or in this Indenture provided that the certificate of
authentication of any predecessor Trustee or to authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

                                       57
<PAGE>

                                  ARTICLE SEVEN

          HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS

                  SECTION 701.  Disclosure of Names and Addresses of
                                Holders.

                  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

                  SECTION 702.  Reports by Trustee.

                  (a) Within 60 days after May 15 of each year commencing with
the first May 15 after the first issuance of Securities, the Trustee shall
transmit to the Holders, in the manner and to the extent provided in TIA Section
313(c), a brief report dated as of such May 15 if required by TIA Section
313(a).

                  The Trustee shall transmit to the Holders, within the times
hereinafter specified a brief report with respect to the following:

                  (1) the release, or release and substitution, of property
         subject to any Lien of this Indenture (and the consideration therefor,
         if any) unless the fair value of such property, as set forth in the
         Officers' Certificate or Opinion of Counsel required by TIA Section
         314(d), is less than 10 per centum of the aggregate principal amount of
         the Securities Outstanding at the time of such release, or such release
         and substitution, such report to be so transmitted within 90 days after
         such time; and

                  (2) the character and amount of any advances made by it as
         such since the date of the last report transmitted pursuant to the
         provisions of TIA Section 313(a) (or if no such report has yet been so
         transmitted, since the date of execution of the Indenture), for the
         reimbursement of which it claims or may claim a Lien or charge, prior
         to that of the Indenture Securities, on the trust estate or on property
         or funds held or collected by it as such Trustee, and which it has not
         previously reported pursuant to this clause (2), if such advances
         remaining unpaid at any time aggregate more than 10 per centum of the
         aggregate principal amount of the Securities Outstanding at such time,
         such report to be so transmitted within 90 days after such time.

                  To the extent required by applicable laws, rules and
regulations, a copy of each such report shall, at the time of such transmission
to the Holders, be filed with each stock exchange, if any, upon which the
Securities are listed, and also with the Commission.

                  (b) The Trustee shall transmit by mail to the Casino Control
Commission and the Division of Gaming Enforcement (i) an initial list of the
beneficial Holders of the Securities promptly after the issuance of the
Securities, (ii) current lists of the Holders appearing in the Security Register
on a twice-per-year basis, no later than March 1 and September 1 of each year,
and (iii) upon request by the Casino Control Commission or the Division of
Gaming Enforcement, such additional information with respect to the beneficial
Holders of the Securities as the Trustee may obtain through its good faith
efforts.

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                  (c) The Trustee shall notify the Casino Control Commission and
the Division of Gaming Enforcement, simultaneously with any notice given to the
Holders, of any default or acceleration under the Securities, this Indenture,
the Security Documents, or any other documents, instrument, agreement, covenant,
or condition related to the issuance of the Securities, whether declared or
effectuated by the Trustee or the Holders. The Trustee shall notify the Casino
Control Commission and the Division of Gaming Enforcement on a continuing basis
and in writing, of any actions taken by the Trustee or the Holders with regard
to such default, acceleration or similar matters related thereto.

                  (d) The Trustee shall notify the Casino Control Commission and
the Division of Gaming Enforcement of the removal or resignation of the Trustee
promptly after such removal or resignation.

                   (e) The Trustee shall provide to the Casino Control
Commission and the Division of Gaming Enforcement, promptly after the execution
by the Trustee of the same, copies of any and all amendments or modifications to
this Indenture, the Securities, the Security Documents, or any other documents,
instrument, agreement, covenant or condition related to the issuance of the
Securities.

                  SECTION 703.  Reports by Company and Guarantors.

                  The Company and the Guarantors shall, to the extent required
by the TIA:

                  (1) file with the Trustee, within 15 days after the Company or
         any of the Guarantors, as the case may be, is required to file the same
         with the Commission, copies of the annual reports and of the
         information, documents and other reports (or copies of such portions of
         any of the foregoing as the Commission may from time to time by rules
         and regulations prescribe) which the Company may be required to file
         with the Commission pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934; or, if the Company or any of the
         Guarantors, as the case may be, is not required to file information,
         documents or reports pursuant to either of said Sections, then it shall
         file with the Trustee and the Commission, in accordance with rules and
         regulations prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934 in respect of a security listed and registered on a national
         securities exchange as may be prescribed from time to time in such
         rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company or any of the Guarantors, as the
         case may be, with the conditions and covenants of this Indenture as may
         be required from time to time by such rules and regulations;

                                       59
<PAGE>

                  (3) transmit by mail to all Holders, in the manner and to the
         extent provided in TIA Section 313(c), within 30 days after the filing
         thereof with the Trustee, such summaries of any information, documents
         and reports required to be filed by the Company or any of the
         Guarantors, as the case may be, pursuant to paragraphs (1) and (2) of
         this Section as may be required by rules and regulations prescribed
         from time to time by the Commission; and

                  (4) comply in all material respects with all requirements and
         provisions of the Casino Control Act and notify the Trustee by mail of
         all formal hearings and formal proceedings materially relating to the
         Company, the Guarantors or their respective successors, before the
         Casino Control Commission relating to the plenary casino licenses for
         the Casino, as the same are scheduled. Such notice shall be in writing
         and given at least seven days prior to the hearing to which such notice
         relates, unless a shorter notice is given to the Company in which event
         the Company shall notify the Trustee promptly upon receiving such
         definite information as shall be contained in such notice. The Company
         hereby agrees that the Trustee may, but shall have no obligation to,
         attend such hearings and other proceedings if permitted to do so by the
         Casino Control Commission.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 801.  Holdings and Subsidiaries May Consolidate, etc.,
                                Only on Certain Terms.

                  Neither Holdings nor any of its Subsidiaries shall consolidate
with or merge with or into or sell, assign, convey, lease or transfer all or
substantially all of its properties and assets to any Person or group of
affiliated Persons in a single transaction or through a series of transactions,
except that:

                  (a) Holdings or any of its Subsidiaries may consolidate with
         or merge with or into or sell, assign, convey, lease or transfer all or
         substantially all of its properties and assets if (i) Holdings or such
         Subsidiary shall be the continuing Person, or the resulting, surviving
         or transferee Person (the "surviving entity") shall be a Person
         organized and existing under the laws of the United States or any State
         thereof or the District of Columbia; (ii) the surviving entity (other
         than an existing Guarantor) shall expressly assume, by a supplemental
         indenture executed and delivered to the Trustee, in form and substance
         reasonably satisfactory to the Trustee, all of the obligations of
         Holdings or such Subsidiary, as applicable under the Securities, the
         Guarantee, this Indenture and the Security Documents, and Holdings or
         the surviving entity shall have taken all steps necessary or desirable
         to perfect and protect the security interests granted or purported to
         be granted by the Security Documents, including, without limitation,
         the priority thereof, in the applicable Collateral, subject to and as
         permitted by the terms of this Indenture and the terms of any release
         or subordination contemplated in Section 1405 hereof, including,
         without limitation, the execution, delivery, filing and recordation of
         additional mortgages, pledges, assignments, security agreements,
         releases of security and subordination agreements; (iii) immediately
         before and immediately after giving effect to such transaction, or
         series of transactions (including, without limitation, any Indebtedness
         incurred or anticipated to be incurred in connection with or in respect
         of, such transaction or series of transactions), no Default or Event of
         Default shall have occurred and be continuing; (iv) such transaction
         will not result in the loss, unless appropriately replaced, of any
         gaming or other license necessary for the continued operation of
         Holdings or any Subsidiary as conducted immediately prior to such
         consolidation, merger, conveyance, transfer or lease; and (v) neither
         Holdings nor any Subsidiary would thereupon become obligated with
         respect to any Indebtedness, nor any of its property subject to any
         Lien, unless Holdings or such Subsidiary could incur such Indebtedness
         or create such Lien without violation of the terms of this Indenture;

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                  (b) a Subsidiary may consolidate with or merge into or sell,
         assign, convey, lease or transfer all or substantially all of its
         properties and assets to or with Holdings or any Subsidiary of Holdings
         if (i) the surviving entity (other than an existing Guarantor) shall
         expressly assume, by a supplemental indenture executed and delivered to
         the Trustee, in form and substance reasonably satisfactory to the
         Trustee, all of the obligations of such Subsidiary under the
         Securities, the Guarantees, this Indenture and the Security Documents,
         and such Subsidiary or surviving entity, as the case may be, shall have
         taken all steps necessary or desirable to perfect and protect the
         security interests granted or purported to be granted by the Security
         Documents, including, without limitation, the priority thereof, subject
         to and as permitted by the terms of this Indenture and the terms of any
         release or subordination contemplated in Section 1405 hereof,
         including, without limitation, the execution, delivery, filing and
         recordation of additional mortgages, pledges, assignments, security
         agreements, releases of security and subordination agreements, (ii)
         such transaction will not impair the pledge of the stock of such
         Subsidiary granted or purported to be granted pursuant to the Security
         Documents, subject to and as permitted by the terms of this Indenture
         and the terms of any release or subordination contemplated in Section
         1405 hereof, and (iii) such transaction will not result in the loss
         (unless appropriately replaced) of any gaming or other license
         necessary for the continued operation of Holdings and its Subsidiaries
         as conducted immediately prior to such sale, assignment, conveyance,
         transfer or lease; and

                  (c) Holdings, the Company or such Person shall have delivered
         to the Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that such consolidation, merger, sale, assignment conveyance,
         transfer or lease and, if a supplemental indenture is required in
         connection with such transaction, such supplemental indenture, comply
         with this covenant and that all conditions precedent herein provided
         for relating to such transaction have been complied with.

                  SECTION 802.  Successor Substituted.

                  Upon any consolidation of the Company or any Guarantor with or
merger of the Company or any Guarantor with or into any other Person or any
conveyance, transfer or lease of the properties and assets of the Company or any
Guarantor substantially as an entirety to any Person in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
or such Guarantor is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company or such Guarantor under this Indenture with the same
effect as if such successor Person had been named as the Company or such
Guarantor herein, and in the event of any such conveyance or transfer, the
Company or such Guarantor (which term shall for this purpose mean the Person
named as the "Company" or any "Guarantor," as the case may be, in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 801), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Securities and may be dissolved and liquidated.

                                       61
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                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION 901.  Supplemental Indentures and Amendments to
                                Security Documents Without Consent of Holders.

                  Without the consent of any Holders, the Company and the
Guarantors, when each is authorized by a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto or amendment to any Security Document, in form satisfactory
to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
         Company or any Guarantor and the assumption by any such successor of
         the covenants of the Company or such Guarantor, as the case may be,
         contained herein, in the Securities and in the Security Documents; or

                  (2) to add to the covenants of the Company or the Guarantors
         for the benefit of the Holders or to surrender any right or power
         herein conferred upon the Company or the Guarantors; or

                  (3) to add any additional Events of Default; or

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee pursuant to the requirements of
         Section 609; or

                  (5) to cure any ambiguity, to correct or supplement any
         provision herein or in the Security Documents which may be inconsistent
         with any other provision herein or in the Security Documents, or to
         make any other provisions with respect to matters or questions arising
         under this Indenture or under the Security Documents; provided that
         such action shall not adversely affect the interests of the Holders in
         any material respect; or

                  (6) to establish or maintain the Lien of this Indenture and
         the other Security Documents or to correct or amplify the description
         of any Collateral subject to the Lien of this Indenture or the other
         Security Documents, or to subject additional property to the Lien of
         this Indenture or other Security Documents; or

                  (7) to add any additional Guarantor; or

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<PAGE>

                  (8) to make any other change that does not adversely affect
         the rights of any Holder; or

                  (9) to secure the Securities.

                  SECTION 902.  Supplemental Indentures and Amendments to
                                Security Documents with Consent of Holders.

                  Upon the request of the Company and the Guarantors, by a Board
Resolution authorizing the execution thereof, together with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities, by Act of said Holders delivered to the Trustee, the Trustee shall
join the Company and the Guarantors in an indenture or indentures supplemental
hereto or amendments to the Security Documents, for any purpose, including,
without limitation, for the purpose of adding any provisions to or changing,
modifying or amending in any manner or eliminating any of the provisions of this
Indenture or the Security Documents or making additions to, changing, modifying,
amending or eliminating in any manner the rights of the Holders hereunder or
thereunder; provided, however, that no such supplemental indenture, or addition,
change, amendment or modification to, or elimination of any provision of, any
Security Document, shall, without the consent of the Holder of each Outstanding
Security affected thereby:

                  (1) change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the principal
         amount thereof or the rate of interest thereon or any premium payable
         upon the redemption thereof, or change the coin or currency in which
         any Security or any premium or the interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such
         payment after the Stated Maturity thereof (or, in the case of
         redemption, on or after the Redemption Date), or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences provided
         for in this Indenture, or

                  (3) modify any of the provisions of this Section or Section
         513, except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the Holder of each Outstanding Security affected
         thereby.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture or
amendments to the Security Documents, but it shall be sufficient if such Act
shall approve the substance thereof.

                  SECTION 903.  Execution of Supplemental Indentures and
                                Amendments to Security Documents.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture or amendment to the Security Documents permitted by
this Article or the modifications thereby of the trusts created by this
Indenture or the Security Documents, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture or amendment to the Security
Documents is authorized or permitted by this Indenture and all conditions
precedent herein provided for relating to such supplemental indenture have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture or amendment to the Security Documents which affects
the Trustee's own rights, duties, or immunities under this Indenture or under
the Security Documents or otherwise.

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<PAGE>

                  SECTION 904.  Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                  SECTION 905.  Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to the Article
shall conform to the requirements of the Trust Indenture Act.

                  SECTION 906.  Reference in Securities to Supplemental
                                Indentures.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                  SECTION 907  Notice of Supplemental Indentures and
                               Amendments to Security Documents.

                  Promptly after the execution by the Company, the Guarantors
and the Trustee of any supplemental indenture or amendment to the Security
Documents pursuant to the provisions of Section 902, the Company shall give
notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 106, setting forth in general terms the substance
of such supplemental indenture or amendment to the Security Documents.

                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 1001.  Payment of Principal, Premium, if any, and
                                 Interest.

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                  The Company covenants and agrees for the benefit of the
Holders that it will duly and punctually pay the principal of (and premium, if
any, on) and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

                  SECTION 1002.  Maintenance of Office or Agency.

                  The Company will maintain in The City of New York an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Corporate Trust Office of the Trustee shall be such
office or agency of the Company, unless the Company shall designate and maintain
some other office or agency for one or more of such purposes. The Company will
give prompt written notice to the Trustee of any change in the location of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside of The City of New York) where the
Securities may be presented or surrendered for any or all such purposes and may
from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other
office or agency.

                  SECTION 1003.  Money for Security Payments to Be Held in
                                 Trust.

                  If the Company shall at any time act as its own Paying Agent,
it will, on or before each due date of the principal of (and premium, if any,
on) or interest on any of the Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
the Securities, it will, on or before each due date of the principal of (and
premium, if any, on), or interest on, any Securities, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of such action or
any failure so to act.

                  The Company will cause each Paying Agent (other than the
Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:

                                       65
<PAGE>

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any on) or interest on Securities in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities) in the making of any payment of
         principal (and premium, if any) or interest; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any, on) or interest on any Security and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

                  SECTION 1004.  Corporate Existence.

                  Subject to Article Eight, Holdings will do or cause to be done
all things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of Holdings and each of
its Subsidiaries; provided, however, that Holdings shall not be required to
preserve any such right or franchise if the Board of Directors of Holdings shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of Holdings and its Subsidiaries as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders and
Holdings and its Subsidiaries shall have taken all steps necessary or desirable
to protect or perfect the security interests granted or purported to be granted
by the Security Documents, subject to and as permitted by the terms of this
Indenture and the terms of any release or subordination contemplated in Section
1405 hereof, including, without limitation, the execution, delivery, filing and
recordation of additional mortgages, pledges, assignments and security
agreements.

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                  SECTION 1005.  Payment of Taxes and Other Claims.

                  Holdings will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent and in accordance with
applicable provisions of the Security Documents, (a) all taxes, assessments and
governmental charges levied or imposed upon Holdings or any of its Subsidiaries
or upon the income, profits or property of Holdings or any such Subsidiary and
(b) all lawful claims for labor, materials and supplies, which, if unpaid, might
by law become a lien upon Collateral; provided, however, that Holdings shall not
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

                  SECTION 1006.  Maintenance of Properties.

                  Subject to and as permitted by the terms of this Indenture and
the terms of any release or subordination contemplated in Section 1405 hereof,
Holdings will cause all properties owned by Holdings or any of its Subsidiaries
or used or held for use in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as required by the Security Documents and as otherwise in the judgment of
Holdings may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent Holdings from discontinuing
the maintenance of any of such properties if such discontinuance is, in the
judgment of Holdings, desirable in the conduct of its business or the business
of any such Subsidiary and not disadvantageous in any material respect to the
Holders.

                  SECTION 1007.  Insurance.

                  Holdings will, and will cause its Subsidiaries to, maintain
insurance with responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas in
which Holdings or such Subsidiary operates; provided that with respect to the
Collateral, Holdings will, and will cause its Subsidiaries to, maintain
insurance on the terms required by each of the Security Documents or, if the
Lien contemplated therein is released or subordinated as contemplated and
permitted in Section 1405, then in accordance with the requirements of the
holder of any other lien on the Collateral.

                  SECTION 1008.  Statement by Officer as to Compliance.

                  The Company and each of the Guarantors will deliver to the
Trustee, within 120 days after the end of each fiscal year, a brief certificate,
which may be in the form attached as Exhibit A, from the principal executive
officer, principal financial officer or principal accounting officer as to his
or her knowledge of the Company's or such Guarantor's compliance with all
conditions and covenants under this Indenture or the Security Documents. For
purposes of this Section 1008, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture or
the Security Documents.

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                  SECTION 1009.  Statement by Officers of Certain Defaults.

                  When any Default has occurred and is continuing under this
Indenture, or if the trustee for or the holder of any other evidence of
Indebtedness of Holdings or any of its Subsidiaries gives any notice or takes
any other action with respect to a claimed default (other than with respect to
Indebtedness in the principal amount of less than $5 million), Holdings shall
deliver to the Trustee by registered or certified mail or by telegram, telex or
facsimile transmission an Officers' Certificate specifying such event, notice or
other action within five Business Days of its occurrence.

                  SECTION 1010.  Purchase of Securities upon Change in
                                 Control.

                  (a) Upon the occurrence of a Change in Control and subject to
the compliance by the Company with the requirements of paragraph (b) of this
Section 1010, then each Holder shall have the right to require that the Company
repurchase such Holder's Securities in whole or in part in integral multiples of
$1,000, at a purchase price (the "Purchase Price") in cash in an amount equal to
100% of the outstanding principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase (the "Change of Control Payment
Date"), in accordance with the procedures set forth in paragraphs (b) and (c) of
this Section.

                  (b) Not less than 15 days nor more than 45 days before the
Change of Control Payment Date, the Company shall make an offer to purchase the
Securities (the "Change of Control Offer") and shall give to the Trustee and to
each Holder of the Securities in the manner provided in Section 106 a notice
stating:

                  (1) that a Change of Control has occurred and that such Holder
         has the right to require the Company to repurchase such Holder's
         Securities at the Purchase Price;

                  (2) the circumstances and relevant facts regarding such Change
         of Control (including but not limited to information with respect to
         pro forma historical income, cash flow and capitalization after giving
         effect to such Change of Control);

                  (3) the Change of Control Payment Date, which shall be no
         later than 60 days following the Change of Control; and

                  (4) the instructions a Holder must follow in order to have its
         Securities repurchased in accordance with paragraph (c) of this
         Section.

                  (c) The Change of Control Offer shall remain open for at least
20 Business Days and until the close of business on the Change of Control
Payment Date. Holders electing to have Securities purchased will be required to
surrender such Securities to the Company at the address specified in the notice
at least five Business Days prior to the Change of Control Payment Date. Holders
will be entitled to withdraw their election if the Company receives, not later
than three Business Days prior to the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Securities delivered for purchase by the
Holder as to which his election is to be withdrawn and a statement that such
Holder is withdrawing his election to have such Securities purchased. Holders
whose Securities are purchased only in part will be issued new Securities equal
in principal amount to the unpurchased portion of the Securities surrendered.

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<PAGE>

                  (d) Neither the Trustee nor the Board of Directors of the
Company may amend or waive the Company's obligations to so offer to purchase all
outstanding Securities in the event of a Change of Control without the Holders
of not less than a majority of the aggregate principal amount of the Outstanding
Securities consenting to such waiver or amendment.

                  SECTION 1011.  [Intentionally Omitted.].

                  SECTION 1012.  [Intentionally Omitted.].

                  SECTION 1013.  Limitation on Restricted Payments.

                  Holdings shall not make, directly or indirectly, and shall not
permit any Subsidiary to make, directly or indirectly, any Restricted Payment,
unless:

                  (a) no Default or Event of Default shall have occurred and be
         continuing at the time of and after giving effect to such Restricted
         Payment;

                  (b) with respect to a Restricted Payment, if any, to be made
         to Carl C. Icahn and his Affiliates by Holdings, the Company or GBHC
         (other than those to Holdings and its wholly owned Subsidiaries) at any
         time prior to the expiration of 5 years from the Issue Date,
         immediately after giving effect to such Restricted Payment, the
         Consolidated Coverage Ratio of Holdings would be no less than 3.5:1.0;
         and

                  (c) the aggregate of all Restricted Payments declared or made
         after the Issue Date does not exceed the sum of (i) 50% of Consolidated
         Net Income of Holdings (or in the event such Consolidated Net Income
         shall be a deficit, minus 100% of such deficit) accrued during the
         period (treated as one accounting period) beginning on the last day of
         the fiscal quarter of Holdings immediately following the Issue Date and
         ending on the last day of Holdings' last fiscal quarter ending before
         the date of such proposed Restricted Payment plus (ii) an amount equal
         to the aggregate Net Cash Proceeds received by Holdings or any of its
         Subsidiaries from the issuance or sale (other than to a Subsidiary) of,
         and contribution to capital in respect of, any of its Capital Stock
         (excluding Disqualified Stock, but including Capital Stock issued upon
         conversion of convertible Indebtedness and from the exercise of
         options, warrants or rights to purchase Capital Stock (other than
         Disqualified Stock) of Holdings) after the Issue Date.

                  Notwithstanding the above, the Company shall not make any
         Restricted Payments and agrees that all amounts received from GBHC by
         the Company pursuant to the Guaranty shall be used solely to make
         payments on the Securities.

                  SECTION 1014. [Intentionally Omitted.].

                  SECTION 1015. [Intentionally Omitted.].

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                  SECTION 1016. [Intentionally Omitted.].

                  SECTION 1017. Limitation on Asset Sales.

                  Subject to and as permitted by the terms of this Indenture and
the terms of any release or subordination contemplated in Section 1405 hereof,
Holdings shall not, directly or indirectly, and shall not permit any Subsidiary
to, directly or indirectly, make any Asset Sale of Collateral unless (a) at the
time of such Asset Sale, Holdings or such Subsidiary, as the case may be,
receives consideration at least equal to the Fair Market Value of the assets
sold or otherwise disposed of (or in the case of a lease or similar arrangement,
receives an agreement for the payment pursuant to the terms of such lease of
rents from time to time at fair value); (b) the proceeds therefrom (in the case
of a lease, when paid from time to time) consist of at least 85% cash and/or
Cash Equivalents; (c) no Default or Event of Default shall have occurred and be
continuing at the time of or after giving effect to such Asset Sale; and (d)
unless otherwise expressly provided herein, the Net Cash Proceeds of such Asset
Sale shall be applied in connection with the offer to purchase the Securities
described below.

                  On or before the 180th day after the date on which Holdings or
any Subsidiary consummates the relevant Asset Sale of Collateral and subject to
and as permitted by the terms of this Indenture and the terms of any release or
subordination contemplated in Section 1405 hereof, the Company shall use all of
the Net Cash Proceeds from such Asset Sale to make either (i) an offer to
purchase (the "Asset Sale Offer") from all holders of Securities up to a maximum
principal amount (expressed as a multiple of $1,000) of Securities equal to such
Net Cash Proceeds at a purchase price equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase; or (ii) a Permitted Related Investment, upon consummation of which the
Trustee shall have received a first priority fully perfected security interest
in the property on assets acquired by Holdings or any of its Subsidiaries in
connection therewith, subject to and as permitted by the terms of this Indenture
and the terms of any release or subordination contemplated in Section 1405
hereof; provided, that the Company shall not be required to make any Asset Sale
Offer if the Net Cash Proceeds of all Asset Sales and Events of Loss that are
not used to make a Permitted Related Investment within 180 days or 365 days,
respectively, do not exceed $5 million. Each Asset Sale Offer shall remain open
for a period of at least 20 business days. To the extent the Asset Sale Offer is
not fully subscribed to by the holders of the Securities, Holdings or the
relevant Subsidiary may retain such unutilized portion of the Net Cash Proceeds.
If the Asset Sale Offer is more than fully subscribed to by the Holders of the
Securities, the particular Securities to be accepted shall be selected by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection of portions of the principal of Securities; provided, however,
that no such partial acceptance shall reduce the portion of the principal amount
of a Security not redeemed to less than, $1,000; and provided further that so
long as the Securities are listed on any national securities exchange (as such
term is defined in the Exchange Act), such selection shall be made by the
Trustee in accordance with the provisions of such exchange.

                  Subject to and as permitted by the terms of this Indenture and
the terms of any release or subordination contemplated in Section 1405 hereof,
Holdings or such Subsidiary, as the case may be, shall cause such Net Cash
Proceeds derived from the sale of Collateral in an Asset Sale to be deposited in
the Collateral Account on the business day on which such Net Cash Proceeds are
received by Holdings or such Subsidiary. Collateral Proceeds (including any
earnings thereon) may be released from the Collateral Account only in accordance
with Section 1404.

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                  Notwithstanding the above, the Company shall not engage,
directly or indirectly, in any Asset Sale.

                  SECTION 1018.  Application of Net Cash Proceeds in Event of
                                 Loss.

                  Subject to and as permitted by the terms of this Indenture and
the terms of any release or subordination contemplated in Section 1405 hereof,
in the event that Holdings or any Subsidiary suffers any Event of Loss to any
Collateral, on or before the 365th day after the date that Holdings or such
Subsidiary receives any Net Cash Proceeds from such Event of Loss to Collateral,
the Company shall use all of the Net Cash Proceeds from such Event of Loss to
make either (i) an offer to purchase (the "Event of Loss Offer") from all
holders of Securities up to a maximum principal amount (expressed as a multiple
of $1,000) of Securities equal to the Net Cash Proceeds at a purchase price
equal to 100% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase; or (ii) a Permitted Related
Investment, upon consummation of which the Trustee shall have received a first
priority fully perfected security interest in the property on assets acquired by
Holdings or any of its Subsidiaries in connection therewith, subject to and as
permitted by the terms of this Indenture and the terms of any release or
subordination contemplated by Section 1405 hereof; provided, that the Company
shall not be required to make any Event of Loss Offer if the Net Cash Proceeds
of all Events of Loss to and Asset Sales of Collateral that are not used to make
a Permitted Related Investment within 365 days or 180 days, respectively, do not
exceed $5 million. Each Event of Loss Offer shall remain open for a period of at
least 20 Business Days. To the extent the Event of Loss Offer is not fully
subscribed to by the holders of the Securities, Holdings or the relevant
Subsidiary may retain such unutilized portion of the Net Cash Proceeds. If the
Event of Loss Offer is more than fully subscribed to by the Holders of the
Securities, the particular Securities to be accepted shall be selected by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection of portions of the principal of Securities; provided, however,
that no such partial acceptance shall reduce the portion of the principal amount
of a Security not redeemed to less than $1,000; and provided further that so
long as the Securities are listed on any national securities exchange (as such
term is defined in the Exchange Act), such selection shall be made by the
Trustee in accordance with the provisions of such exchange.

                  Subject to and as permitted by the terms of this Indenture and
the terms of any release or subordination contemplated in Section 1405 hereof,
Holdings or such Subsidiary, as the case may be, shall cause such Net Cash
Proceeds derived from the loss of Collateral to be deposited in the Collateral
Account on the Business Day on which such Net Cash Proceeds are received by
Holdings or such Subsidiary. Collateral Proceeds (including any earnings
thereon) may be released from the Collateral Account only in accordance with
Section 1404.

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                  SECTION 1019.  Ownership of Stock of Subsidiaries.

                  Holdings shall at all times maintain, or cause each Subsidiary
to maintain, ownership of all of each class of Voting Stock of, and all other
equity securities in, each Person that, as of the Issue Date was a Subsidiary of
Holdings, to the extent the same is included in the Collateral, except any
Subsidiary that shall be disposed of in its entirety, or consolidated or merged
with or into Holdings or another Subsidiary, in each case in accordance with
Article Eight. Subject to and as permitted by the terms of this Indenture and
the terms of any release or subordination contemplated in Section 1405 hereof,
such stock will be subject to a first priority fully perfected security interest
in favor of the Trustee.

                  SECTION 1020.  Limitation on Transactions with Affiliates.

                  Holdings shall not, and shall not permit, cause or suffer any
Subsidiary to, conduct any business or enter into any transaction or series of
transactions (including, without limitation, the sale, transfer, disposition,
purchase, exchange, lease or use of assets, property or services) or enter into
any contract, agreement, understanding, loan, advance or guarantees with or for
the benefit of any of their respective Affiliates, (each an "Affiliate
Transaction") other than (i) transactions among Holding and its Subsidiaries;
(ii) transactions involving aggregate payments or other Fair Market Value, of
less than $5 million in any consecutive 365-day period; (iii) transactions made
available to all Holders on a basis pro rata to their holdings of Securities;
(iv) transactions set forth on Schedule 1.02 hereto and (v) those that are
hereafter set forth in writing and are determined by the Board of Directors of
Holdings (including a majority of the Independent members of such Board), to be
on terms which are no less favorable to Holdings and its Subsidiaries than would
be obtained in an arm's length transaction with an unaffiliated third party.
Holdings shall deliver to the Trustee an Officers' Certificate certifying that
any such Affiliate Transaction contemplated in clause (v) above has received the
requisite approval of its Board of Directors.

                  SECTION 1021.  Change in Nature of Business.

                  GBHC shall not, and shall not permit any of its Subsidiaries
to, own, manage or conduct any operation other than a Permitted Line of
Business.

                  SECTION 1022.  Additional Collateral.

                  Subject to and as permitted by the terms of this Indenture and
the terms of any release or subordination contemplated in Section 1405 hereof,
Holdings will, and will cause each of its Subsidiaries that owns any Collateral
to, grant to the Trustee a valid and perfected first priority security interest
in such Collateral enforceable against all third parties, and to execute and
deliver all documents and to take all action reasonably necessary or desirable
to perfect and protect such a security interest in favor of the Trustee,
including the execution of the form of Security Agreement Supplement appended to
the Security Agreement.

                  SECTION 1023.  CRDA Investments.

                  Holdings will not, and will not permit any of its Subsidiaries
to, directly or indirectly (i) grant a security interest in its CRDA Investments
to any Person other than any grant of a security interest or other Lien (a
"Permitted Grant:") to: (x) the Casino Reinvestment Development Authority of the
State of New Jersey ("CRDA"); (y) any other entity as required by applicable
law; or (z) any person so long as such action will not result in a violation of
applicable law; or (ii) sell, convey, transfer, lease or otherwise dispose of
its CRDA Investments otherwise than either (I) in accordance with the terms of a
Permitted Grant, or (II) for fair value (in either case, except to or on behalf
of the CRDA for a CRDA project), which shall be determined by, in their absolute
discretion, and evidenced by a resolution of, the Board of Directors of Holdings
or such Subsidiary, as the case may be.

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                  SECTION 1024.  Subsidiaries.

                  The Trustee will receive a pledge of the stock of any Person
that is a Subsidiary of Holdings on the Issue Date in accordance with the
Security Agreement, subject to and as permitted by the terms of this Indenture
and the terms of any release or subordination contemplated in Section 1405
hereof. Except as otherwise provided in this Indenture, Holdings will not, and
will not permit any Subsidiary to, take any action or enter into any transaction
or series of transactions that would result in a Person becoming a Subsidiary
(whether through an acquisition or otherwise) unless, after giving effect to
such action, transaction or series of transactions before and immediately after
giving effect thereto no Default or Event of Default shall have occurred and be
continuing.

                  SECTION 1025.  Security Documents.

                  Holdings shall execute, and shall cause its Subsidiaries to
execute, the respective Security Documents, as appropriate, securing its
obligations under this Indenture, the Security Documents and the Securities.
Each Holder, by accepting a Security, agrees to all terms and provisions of the
Security Documents as the same may be amended or supplemented from time to time
pursuant to the provisions hereof and thereof including, without limitation, the
terms of any release or subordination contemplated in Section 1405 hereof. The
terms of the release of the Collateral and the rights of the Holders with
respect thereto shall be governed by the Security Documents and this Indenture,
including, without limitation, the terms of any release or subordination
contemplated in Section 1405 hereof.

                  SECTION 1026.  Validity of Security Interest.

                  Each of Holdings, GBHC and the Company represents and warrants
that it has, and covenants that it shall continue to have, full power and lawful
authority to grant, release, convey, assign, transfer, mortgage, pledge,
hypothecate and otherwise create the Security Interest referred to in Article
Fourteen; and subject to and as permitted by the terms of this Indenture and the
terms of any release or subordination contemplated in Section 1405 hereof, each
of Holdings, GBHC and the Company shall warrant, preserve and defend the
Security Interest of the Trustee in and to the Collateral or any asset that
should constitute Collateral (other than real property with respect to matters
covered by title insurance policies obtained by Holdings or its Subsidiaries)
but for the fact that Holdings and/or its Subsidiaries failed to comply with the
provisions of the Indenture or the Security Documents against the claims of all
persons, and will maintain and preserve the Security Interest contemplated by
Article Fourteen. Subject to and as permitted by the terms of this Indenture and
the terms of any release or subordination contemplated by Section 1405 hereof,
Holdings and its Subsidiaries shall be required to execute and deliver all
documents and take all action reasonably necessary or desirable to perfect and
protect a security interest in Collateral or any asset that would constitute
Collateral but for the fact that Holdings and/or its Subsidiaries failed to
comply with the provisions of the Indenture or the Security Documents, before
engaging in any sale, transfer, conveyance, or other disposition of such assets
to Holdings or any of its wholly owned Subsidiaries.

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<PAGE>

                  SECTION 1027.  Duty of Cooperation.

                  The Guarantors and their respective directors, officers and
Affiliates shall cooperate with the Casino Control Commission and the Division
of Gaming Enforcement and provide such information and documentation as may from
time to time be requested by such agencies unless being contested in good faith
by appropriate proceedings.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101.  Optional Redemption.

                  The Securities may be redeemed, at the election of the
Company, as a whole or from time to time in part, at the times, subject to the
conditions and at the Redemption Price specified in the form of Security,
together with accrued interest to the Redemption Date.

                  SECTION 1102.  Applicability of Article.

                  Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall be
made in accordance with such provision and this Article, other than repurchases
made from time to time in the open market.

                  SECTION 1103.  Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities to be redeemed and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select the
Securities to be redeemed pursuant to Section 1104.

                  SECTION 1104.  Selection by Trustee of Securities to Be
                                 Redeemed.

                  If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions of the principal of Securities; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000 and, provided further that, so long as the
Securities are listed on any national securities exchange (as such term is
defined in the Exchange Act), any such redemption shall be made by the Trustee
in accordance with the provisions of such exchange.

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<PAGE>

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.

                  SECTION 1105.  Notice of Redemption.

                  Notice of redemption shall be given in the manner provided for
in Section 106 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed; provided, however, that in
the case of an optional redemption in which the Company has called for
redemption all outstanding Securities in connection with a refinancing of such
Securities, the Company shall be permitted to (i) specify a proposed redemption
date, (ii) change the proposed redemption date once to a final redemption date
by notice mailed to Holders not later than five business days prior to the final
redemption date, (iii) establish the final redemption date as a date not more
than 90 days after the first notice from the Company calling the Securities for
optional redemption was mailed to Holders and (iv) rescind the redemption offer
at any time prior to the final redemption date, which rescission shall not cause
the maturity of the Securities to have changed.

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all Outstanding Securities are to be
         redeemed, the identification (and, in the case of a partial redemption,
         the principal amounts) of the particular Securities to be redeemed,

                  (4) that on the Redemption Date the Redemption Price (together
         with accrued interest, if any, to the Redemption Date payable as
         provided in Section 1107) will become due and payable upon each such
         Security, or the portion thereof, to be redeemed, and that interest
         thereon will cease to accrue on and after said date, and

                  (5) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

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                  SECTION 1106.  Deposit of Redemption Price.

                  Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) in
immediately available funds an amount of money sufficient to pay the Redemption
Price of, and accrued interest on, all the Securities which are to be redeemed
on that date.

                  SECTION 1107.  Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest,
if any, to the Redemption Date; provided, however, that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Securities.

                  SECTION 1108.  Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.

                  SECTION 1109.  Redemption Pursuant to Gaming Laws.

                  (a) If required to qualify by the Casino Control Commission,
all Holders, whether initial Holders or subsequent transferees, shall be subject
to the qualification provisions of the Casino Control Act relating to financial
sources and/or security holders. In the event that the Casino Control Commission
determines that a Holder is not qualified under the Casino Control Act and/or
such Holder fails to submit for qualification as required by the Casino Control
Commission in its sole discretion, the Company shall have the absolute right and
obligation to purchase from such Holder (the "Disqualified Holder") the
Securities the Disqualified Holder may then possess, either directly, indirectly
or beneficially, no later than forty-five days after the date the Company serves
notice on any Disqualified Holder of such determination. Immediately upon such
determination, the Disqualified Holder shall have no further right (i) to
exercise, directly or indirectly, through any trustee or nominee or any other
person or entity, any right conferred by any Securities and (ii) to receive any
dividends, interest, or any other distribution or payment with respect to any
such Securities or any remuneration in any form from the Company or the Trustee;
provided, however, that after such disqualification, interest on any such
Securities shall continue to accrue for the benefit of any subsequent Holder
thereof. The Company shall promptly provide to the Trustee a copy of each notice
served to a Disqualified Holder.

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                  (b) Upon receipt of the notice referred to in clause (a)
above, the Disqualified Holder may sell its Securities either directly to any
Person then qualified or previously qualified (and not subsequently
disqualified) or through a bona fide brokerage transaction, conducted at
arm's-length, to a Person not an Affiliate of the Disqualified Holder. In the
event the Disqualified Holder fails to so sell its Securities within thirty (30)
days after the determination by the Casino Control Commission, the Company shall
purchase such Securities within fifteen (15) days after the end of such thirty
(30) day time period, at a time and place as designated by the Company, at the
lowest of (i) the principal amount thereof, (ii) the amount which the
Disqualified Holder or beneficial owner paid for the Securities, together with
accrued interest up to the date of the determination of disqualification, or
(iii) the market value of such Securities. The right of the Company to purchase
such Security may be assigned by the Company to any Person approved by the
Casino Control Commission.

                  (c) The provisions of this Section shall be construed in
accordance with the applicable provisions of the Casino Control Act.

                                 ARTICLE TWELVE

                             GUARANTEE ARRANGEMENTS

                  SECTION 1201.  Guarantee.

                  Each Guarantor hereby unconditionally, jointly and severally,
guarantees (such guarantees collectively referred to as the "Guarantee") to each
Holder of a Security authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Securities, any of the Security Documents
or the obligations of the Company or any other Guarantor to the Holders or the
Trustee hereunder or thereunder, that: (a) the principal of, any interest on the
Securities (including, without limitation, any interest that accrues after the
filing of a proceeding of the type described in Sections 501(7) and (8) hereof),
premium, fees, expenses and all other amounts will be duly and punctually paid
in full when due, whether at maturity, by acceleration or otherwise, and
interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Securities and all other obligations of the Company or any
Guarantor to the Holders or the Trustee hereunder or thereunder including fees,
expenses or other whether now or hereafter existing will be promptly paid in
full or performed, all strictly in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Securities
or any of such other obligations, the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,

                                       77
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whether at stated maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed, or failing performance of any other obligations
of the Company to the Holders, for whatever reason, each Guarantor will be
obligated to pay, or to perform or cause the performance of, the same
immediately. An Event of Default under this Indenture, any Security Document or
the Securities shall constitute an event of default under this Guarantee, and
shall entitle the Holders of Securities to accelerate the obligations of the
Guarantors hereunder in the same manner and to the same extent as the
obligations of the Company. The obligations of a Guarantor are independent of
any obligation of the Company or any other Guarantor. Each of the Guarantors
hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of the validity, regularity or enforceability of the
Securities, any Security Document, this Indenture or any other document relating
thereto, the absence of any action to enforce the same, any waiver or consent by
any Holder with respect to any provisions hereof or thereof, any release or
non-perfection of Collateral, any release of any other Guarantor, any delays in
obtaining or realizing upon or failure to obtain or realize upon or application
of Collateral, the recovery of any judgment against the Company or any other
Person, any action to enforce the same or any other circumstance (including,
without limitation, any statute of limitations) which might otherwise constitute
a legal or equitable discharge or defense of a guarantor. Each of the Guarantors
hereby waives promptness, diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company or
any other Person, any right to require a proceeding first against the Company or
any other Person, protest, notice and all demands whatsoever and covenants that
its Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture, the Security Documents
and this Guarantee. If any Holder or the Trustee is required by any court or
otherwise to return to the Company or to any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or such Guarantor, any amount paid by the Company or such Guarantor to the
Trustee or such Holder, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each Guarantor hereby irrevocably
waives any claim or other rights that it may now or hereafter acquire against
the Company or any other insider guarantor that arise from the existence,
payment, performance or enforcement of such Guarantor's obligations under this
Guarantee, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Holders or the Trustee against the
Company or any other insider guarantor or any Collateral, whether or not such
claim, remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from the
Company or any other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right. If any amount shall be paid to such Guarantor in
violation of the preceding sentence at any time prior to the later of the
payment in full of the Securities and all other amounts payable under this
Guarantee and the Maturity Date, such amount shall be held in trust for the
benefit of the Holders and the Trustee and shall forthwith be paid to the
Trustee to be credited and applied to the Securities and all other amounts
payable under this Guarantee, whether matured or unmatured, in accordance with
the terms of this Indenture, or to be held as Collateral for any obligations or
other amounts payable under this Guarantee thereafter arising. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this subsection is knowingly made in contemplation of such benefits.
Each Guarantor further agrees that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, (x) subject to this Article Twelve,
the maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Five hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any acceleration of
such obligations as provided in Article Five hereof, such obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee.


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                  SECTION 1202.  Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 1201,
each Guarantor hereby agrees that notation of such Guarantee shall be endorsed
on each security authenticated and delivered by the Trustee and executed by
either manual or facsimile signature of an authorized Officer of such Guarantor.

                  Each of the Guarantors hereby agrees that its Guarantee set
forth in Section 1201 shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Guarantee.

                  If an Officer of a Guarantor whose signature is on this
Indenture or a Security no longer holds that office at the time the Trustee
authenticates such Security or at any time thereafter, such Guarantor's
Guarantee of such Security shall be valid nevertheless.

                  The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any Guarantee
set forth in this Indenture on behalf of the Guarantor.

                  SECTION 1203.  Additional Guarantors.

                  Any Person that was not a Guarantor on the Issue Date may
become a Guarantor by executing and delivering to the Trustee (a) a supplemental
indenture in form and substance satisfactory to the Trustee, which subjects such
Person to the provisions (including the representations and warranties) of the
Indenture as a Guarantor and (b) an Opinion of Counsel to the effect that such
supplemental indenture has been duly authorized and executed by such Person and
constitutes the legal, valid, binding and enforceable obligation of such Person
(subject to such customary exceptions concerning creditors' rights and equitable
principles as may be acceptable to the Trustee in its discretion).

                                       79
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                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1301.  Company's Option to Effect Defeasance or
                                 Covenant Defeasance.

                  The Company may, at its option by Board Resolution, at any
time, with respect to the Securities, elect to have either Section 1302 or
Section 1303 be applied to all Outstanding Securities upon compliance with the
conditions set forth below in this Article Thirteen.

                  SECTION 1302.  Defeasance and Discharge.

                  Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1302, the Company shall be deemed to have been
discharged from its obligations with respect to all Outstanding Securities on
the date the conditions set forth in Section 1304 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1305 and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same) and releasing the liens and security
interests created by the Security Documents, except for the following, which
shall survive until otherwise terminated or discharged hereunder: (A) the rights
of Holders of Outstanding Securities to receive, solely from the trust fund
described in Section 1304 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any, on) and interest on such
Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article Thirteen. Subject to compliance with this Article Thirteen, the
Company may exercise its option under this Section 1302 notwithstanding the
prior exercise of its option under Section 1303 with respect to the Securities.

                  SECTION 1303.  Covenant Defeasance.

                  Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1303, the Company shall be released from its
obligations under any covenant contained in Section 801 and in Sections 1005
through 1026 with respect to the Outstanding Securities on and after the date
the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Securities shall thereafter be deemed not to be
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to the Outstanding Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 501(3) or otherwise, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby.

                                       80
<PAGE>

                  SECTION 1304.  Conditions to Defeasance or Covenant
                                 Defeasance.

                  The following shall be the conditions to application of either
Section 1302 or Section 1303 to the Outstanding Securities:

                  (1) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Article Thirteen applicable to it) as trust funds,
         for a period of at least 123 days prior to the date of such defeasance,
         in trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities, (A) money in an amount, or (B) U.S.
         Government Obligations which through the scheduled payment of principal
         and interest in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (C) a combination thereof, sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge, (i) the
         principal of (and premium, if any, on) and interest on the Outstanding
         Securities on the Stated Maturity (or Redemption Date, if applicable)
         of such principal (and premium, if any) or installment of interest and
         (ii) any mandatory sinking fund payments or analogous payments
         applicable to the Outstanding Securities on the day on which such
         payments are due and payable in accordance with the terms of this
         Indenture and of such Securities; provided that the Trustee shall have
         been irrevocably instructed to apply such money or the proceeds of such
         U.S. Government Obligations to said payments with respect to the
         Securities. Before such a deposit the Company may give to the Trustee,
         in accordance with Section 1103 hereof, a notice of its election to
         redeem all of the Outstanding Securities at a future date in accordance
         with Article Eleven hereof, which notice shall be irrevocable. Such
         irrevocable redemption notice, if given, shall be given effect in
         applying the foregoing. For this purpose, "U.S. Government Obligations"
         means securities that are (x) direct obligations of the United States
         of America for the timely payment of which its full faith and credit
         is, pledged or (y) obligations of a Person controlled or supervised by
         and acting as an agency or instrumentality of the United States of
         America the timely payment of which is unconditionally guaranteed as a
         full faith and credit obligation by the United States of America,
         which, in either case, are not callable or redeemable at the option of
         the issuer thereof, and shall also include a depository receipt issued
         by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
         as amended), as custodian with respect to any such U.S. Government
         Obligation or a specific payment of principal of or interest on any
         such U.S. Government Obligation held by such custodian for the account
         of the holder of such depository receipt, provided that (except as
         required by law) such custodian is not authorized to make any deduction
         from the amount payable to the holder of such depository receipt from
         any amount received by the custodian in respect of the U.S. Government
         Obligation or the specific payment of principal of or interest on the
         U.S. Government Obligation evidenced by such depository receipt.

                                       81
<PAGE>

                  (2) No Default or Event of Default with respect to the
         Securities shall have occurred and be continuing on the date of such
         deposit or, insofar as paragraphs (7) and (8) of Section 501 hereof are
         concerned, at any time during the period ending on the 123rd day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until the expiration of such period).

                  (3) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other material agreement or instrument to which the Company is a
         party or by which it is bound.

                  (4) In the case of an election under Section 1302, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (x) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (y) there has been a change in
         the applicable federal income tax law, in either case to the effect
         that, and based thereon such opinion shall confirm that, the Holders of
         the Outstanding Securities will not recognize income, gain or loss for
         federal income tax purposes as a result of such defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such defeasance
         had not occurred.

                  (5) In the case of an election under Section 1303, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of the Outstanding Securities will not recognize
         income, gain or loss for federal income tax purposes as a result of
         such covenant defeasance and will be subject to federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such covenant defeasance had not occurred.

                  (6) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the defeasance
         under Section 1302 or the covenant defeasance under Section 1303 (as
         the case may be) have been complied with.

                  SECTION 1305.  Deposited Money and U.S. Government Obligations
                                 To Be Held in Trust; Other Miscellaneous
                                 Provisions.

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

                                       82
<PAGE>

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Governmental
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities.

                  Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 1304 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance, as applicable, in accordance with this Article.

                  SECTION 1306.  Reinstatement.

                  If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 1305 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1302 or 1303, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1305; provided, however, that if the Company makes any payment of
principal of (or premium, if any, on) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                                ARTICLE FOURTEEN

                                SECURITY INTEREST

                  SECTION 1401.  Assignment of Security Interest.

                  (a) In order to secure the performance of the Company's and
the Guarantors' obligations to pay the principal amount of, premium, if any, and
interest on the Securities (including, without limitation, any interest that
accrues after the filing of a petition initiating any proceeding referred to in
Section 501(7) or (8) of this Indenture) when and as the same shall be due and
payable, whether at maturity or on an Interest Payment Date, by acceleration,
call for redemption or otherwise, and interest on the overdue principal of and
interest on, if any, the Securities and performance of all other obligations of
the Company and the Guarantors to the Holders and the Trustee under this
Indenture and the Securities, according to the terms hereunder or thereunder,
any Grantor pursuant to the Security Documents has unconditionally and
absolutely assigned to the Trustee for the benefit of itself and all Holders, a
first priority security interest in the Collateral, subject to the limitations
set forth in this Indenture, including, without limitation, Section 1405 hereof
(the "Security Interest").

                  (b) The Security Interest as now or hereafter in effect shall
be held for the Trustee and for the equal and ratable benefit and security of
the Securities without preference, priority or distinction of any thereof over
any other by reason, or difference in time, of issuance, sale or otherwise, and
for the enforcement of the payment of principal of, premium, if any, and
interest on the Securities in accordance with their terms.

                                       83
<PAGE>

                  (c) Each of the Company, Holdings and GBHC has executed and
delivered, filed and recorded and/or will execute and deliver, file and record,
all instruments and documents, and has done or will do or cause to be done all
such acts and other things as are necessary or desirable, subject to and as
permitted by the terms of this Indenture and the terms of any release or
subordination contemplated in Section 1405 hereof, to subject the Collateral to
the Lien of the Security Documents. Subject to and as permitted by the terms of
this Indenture and the terms of any release or subordination contemplated in
Section 1405 hereof, each of the Company, Holdings and GBHC will execute and
deliver, file and record all instruments and do all acts and other things as may
be reasonably necessary or advisable to perfect, maintain and protect the
Security Interest (including, without limitation, the first priority nature
thereof) and shall pay all filing, recording, mortgage or other taxes or fees
incidental thereto.

                  (d) Each of the Company, Holdings and GBHC shall furnish to
the Trustee (i) promptly after the recording or filing, or re-recording or
re-filing of the Security Documents and other security filings, an Opinion of
Counsel (who may be counsel for the Company or the Guarantors) stating that in
the opinion of such counsel the Security Documents and other security filings
have been properly recorded, filed, re-recorded or re-filed so as to make
effective and perfect the Security Interest intended to be created thereby and
reciting the details of such action; and (ii) except for Collateral released as
contemplated in Section 1405 hereof, at least annually on the anniversary date
of the Issue Date, an Opinion of Counsel (who may be counsel for the Company or
the Guarantors) either stating that in the opinion of such counsel such action
with respect to the recording, filing, re-recording or re-filing of the Security
Documents and other security filings has been taken as is necessary to maintain
the Lien and Security Interest of the Security Documents and other security
filings, subject to any subordination contemplated in Section 1405 hereof, and
reciting the details of such action, or stating that in the opinion of such
counsel no such action is necessary to maintain such Lien and Security Interest.
In giving the opinions required by this Section 1401(d) above, such counsel may
rely, to the extent recited in such opinions, on (i) certificates of relevant
public officials; (ii) certificates of an officer or officers of the Company,
the Guarantors or any other Grantor; (iii) photocopies of filed and recorded
documents certified by public officials as being accurate copies of such
documents; (iv) the opinions of other counsel acceptable to the Trustee with
respect to matters governed by law of any jurisdiction other than the state in
which such counsel is licensed to practice law; and (v) title insurance policies
and commitments. In addition, such opinions may contain such qualifications,
exceptions and limitations as are appropriate for similar opinions relating to
the nature of the Collateral.

                  SECTION 1402.  Suits to Protect the Collateral.

                  To the extent permitted under the Security Documents and this
Indenture, the Trustee shall have power, but not be obliged, to institute and
maintain such suits and proceedings as it may deem expedient to prevent any
impairment of the Collateral by any acts which may be unlawful or in violation
of this Indenture or the Security Documents and such suits and proceedings as
the Trustee may deem expedient to preserve or protect its interests and the
interest of the Holders in the Collateral and in the profits, rents, revenues
and other income arising therefrom (including power to institute and maintain
suits or proceedings to restrain the enforcement of or compliance with any
legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such enactment, rule or order would impair the Security Interest thereunder or
be prejudicial to the interest of the Holders or of the Trustee).

                                       84
<PAGE>

                  SECTION 1403.  Further Assurances and Security.

                  Each of the Company, Holdings and GBHC represents and warrants
that at the time the Security Documents and this Indenture are executed,
Holdings and/or its Subsidiaries (i) will have full right, power and lawful
authority to grant, bargain, sell, release, convey, hypothecate, assign,
mortgage, pledge, transfer and confirm, absolutely, the Collateral, in the
manner and form done, or intended to be done, in the Security Documents, free
and clear of all Liens, except for the Liens created by the Security Documents
or otherwise permitted by the Indenture or the Security Documents, and will
forever warrant and defend the title to the same against the claims of all
Persons whatsoever; (ii) will execute, acknowledge and deliver to the Trustee,
at Holdings' and/or its Subsidiaries' expense, at any time and from time to time
such further assignments, transfer, assurances or other instruments as may be
required to effectuate the terms of this Indenture or the Security Documents;
and (iii) will at any time and from time to time do or cause to be done all such
acts and things as may be necessary or proper, or as may be required by the
Trustee, to assure and confirm to the Trustee the Security Interest in the
Collateral contemplated hereby and by the Security Documents, in each case,
subject to and as permitted by the terms of this Indenture and any release or
subordination contemplated in Section 1405 hereof.

                  SECTION 1404.  Collateral Account.

                  (a) Subject to and as permitted by the terms of this Indenture
and any release or subordination contemplated in Section 1405 hereof, Holdings
or any Subsidiary, as the case may be, shall cause such Net Cash Proceeds of any
Asset Sale pursuant to Section 1017 that involves the sale of Collateral or any
Event of Loss pursuant to Section 1018 that involves a loss of Collateral to be
deposited in the Collateral Account on the business day on which such Net Cash
Proceeds are received by Holdings or such Subsidiary. Subject to and as
permitted by the terms of this Indenture and any release or subordination
contemplated in Section 1405 hereof, Collateral Proceeds (including any earnings
thereon) may be released from the Collateral Account in order to, and in only
such amount as is required to, (x) pay the principal amount of Securities
tendered pursuant to an Asset Sale Offer or Event of Loss Offer or (y) make a
Permitted Related Investment; provided that upon consummation of such Permitted
Related Investment the Trustee shall, subject to and as permitted by the terms
of this Indenture and any release or subordination contemplated in Section 1405
hereof, have received a first priority security interest in the property or
assets acquired by Holdings or any of its Subsidiaries in connection therewith
and Holdings delivers to the Trustee each of the following:

                  (1) an Officers' Certificate, dated the date on which
         Collateral Proceeds shall be released from the Collateral Account (the
         "Collateral Proceeds Release Date"), stating in substance as to the
         following matters (which statements shall, on the Collateral Proceeds
         Release Date, be true):

                                       85
<PAGE>

                           (A) the reason Holdings is requesting a release of
                  the Collateral Proceeds and a description of the use to be
                  made of the Collateral Proceeds to be released;

                           (B) in the case of clause (x) above, the aggregate
                  principal amount of Securities purchased on the Collateral
                  Proceeds Release Date and, in the case of clause (y) above, a
                  description of the property or assets being acquired and the
                  Fair Market Value and the purchase price of each such property
                  or asset to be acquired by Holdings and/or its Subsidiaries
                  (if more than one);

                           (C) that the amount to be released from the
                  Collateral Account does not exceed the aggregate principal
                  amount of Securities to be purchased on the Collateral
                  Proceeds Release Date or the purchase price of the property or
                  assets to be acquired by Holdings or any of its Subsidiaries,
                  as the case may be;

                           (D) that, in the case of clause (y) above, Holdings
                  and/or its Subsidiaries, as the case may be, have taken all
                  steps necessary or desirable so that upon consummation of such
                  Permitted Related Investment the Trustee shall, subject to the
                  terms of any release or subordination contemplated in Section
                  1405 hereof, receive a first priority security interest in
                  such property or assets; and

                           (E) that no Default or Event of Default has occurred
                  and is continuing at the time of or after giving effect to
                  such release of Collateral Proceeds.

                  (2) An Opinion of Counsel stating that the certificate,
         opinions, other instruments or cash which have been or are therewith
         delivered to and deposited with the Trustee conform to the requirements
         of this Indenture and that the property to be released may be lawfully
         released from the Lien of the Security Documents and that all
         conditions precedent in this Indenture and the Security Documents
         relating to such release have been complied with.

                  (b) In connection with any release of any lien in favor of the
Trustee granted pursuant to the Security Documents on Collateral, the Company
and the Guarantors shall comply, to the extent required thereby, with the
applicable provisions of the TIA, including Section 314 thereof.

                  SECTION 1405.  Release Notice; Subordination Request;
                                 Permitted Liens.

                  (a) A Release Notice may only be delivered from time to time
in connection with, in anticipation of, as a result of or in relation to, an
Approved Project. A Release Notice shall be in the form of a Company Order and
shall request that the Trustee execute one or more specifically described
release instruments, documents and agreements (which release instruments,
documents and agreements shall accompany such Release Notice) and shall (i)
include a certified copy of the Board Resolution of Holdings or any of its
Subsidiaries in which such Board of Directors approved the Approved Project,
(ii) be accompanied by an Officers' Certificate, including a certification that
no Event of Default, or no default which with the passage of time or giving of
notice would become an Event of Default, has occurred or is continuing, in each
case unless waived in accordance with the terms of this Indenture, (iii) be
accompanied by an opinion of outside counsel to the Company and the Guarantors
(not by counsel which is an employee of the Company), which counsel shall be
reasonably satisfactory to the Trustee, stating that the action contemplated by
this Section 1405(a) is authorized and permitted by the Indenture and that all
conditions precedent herein relating to such action have been complied with and
(iv) if required by the TIA, certificates in accordance with Section 314 of the
TIA. Upon receipt of a Release Notice the Trustee, at Holdings' expense, shall
execute and deliver, within seven Business Days from the receipt of such Release
Notice, any instruments, documents and agreements specified by Holdings or any
of its Subsidiaries to release all or any part of the Collateral from the
Security Interests or any other Liens created by the Security Documents or the
Indenture including, without limitation, all instruments, documents and
agreements necessary to release any and all Liens of record and to terminate the
Security Documents.

                                       86
<PAGE>

                  (b) A Subordination Request may only be delivered from time to
time in connection with, in anticipation of, as a result of or in relation to,
any Approved Project. A Subordination Request shall be in the form of a Company
Order and shall request that the Trustee execute one or more specifically
described instruments, documents and agreements of subordination (which
instruments of subordination shall accompany such Subordination Request) and
shall (i) include a certified copy of the Board Resolution of Holdings or any of
its Subsidiaries in which the Subordination Determination was made, (ii) certify
that the subordination requested effects a subordination of the Security
Interests only to the extent, and only with respect to the Collateral as to
which such subordination is, contemplated by the Subordination Determination,
(iii) be accompanied by an Officers' Certificate, including a certification that
no Event of Default, and no default which with the passage of time or giving of
notice would become an Event of Default, has occurred or is continuing, in each
case unless waived in accordance with the terms of this Indenture, (iv) be
accompanied by an opinion of outside counsel to the Company and the Guarantors
(not by counsel which is an employee of the Company), which counsel shall be
reasonably satisfactory to the Trustee, stating that the action contemplated by
this Section 1405(b) is authorized and permitted by the Indenture and that all
conditions precedent herein relating to such action have been complied with and
(v) if required by the TIA, certificates in accordance with Section 314 of the
TIA. Upon receipt of a Subordination Request, the Trustee, at Holdings' expense,
will execute and deliver, within seven Business Days from the receipt of such
Subordination Request, any instruments, documents and agreements specified by
Holdings or any of its Subsidiaries to subordinate the Security Interests or any
other Liens created by the Security Documents or the Indenture to any Lien that
the Board of Directors of Holdings or any of its Subsidiaries determines (each
such determination, a "Subordination Determination") to accord priority over the
Security Interests in connection with an Approved Project.

                  (c) In connection with any release of any lien pursuant to a
Release Notice or the subordination of any lien pursuant to a Subordination
Request, the Company and the Guarantors shall comply, to the extent required
thereby, with the applicable provisions of the TIA, including Section 314
thereof.

                                       87
<PAGE>

                  (d) Any release or subordination of Collateral made in
compliance with the provisions of this Section 1405 shall be deemed for all
purposes: (i) not to impair the Security Interests or impair the security under
the Indenture in contravention of the terms or provisions of this Indenture or
the Security Documents and (ii) not to constitute in any respect or for any
purpose a breach, default or violation of any term or provision of this
Indenture or the Security Documents and to the extent that any such breach,
default or violation would otherwise result the same are hereby waived in all
respects.

                  (e) In addition to, and not in limitation of, any other
rights, powers or privileges of Holdings and its Subsidiaries, and
notwithstanding any provision to the contrary set forth in this Indenture or the
Security Documents, Holdings and its Subsidiaries may incur Permitted Liens.

                  (f) To the extent set forth in any Release Notice or
Subordination Request or in the terms, provisions or conditions of any such
release or subordination or any agreements, documents or instruments related
thereto, associated therewith or arising from or in connection with any such
release or subordination or any related or associated transaction, the terms of
Section 1017, 1018 and 1404 hereof shall (i) cease to apply to the Assets that
are the subject of such Release Notice or Subordination Request, and to any
proceeds thereof or (ii) continue to apply to such Assets and proceeds only to
the extent set forth in the terms, provisions or conditions of any such release
or subordination or of any such agreements, documents or instruments.

                  SECTION 1406.  Reliance on Opinion of Counsel.

                  The Trustee shall be fully protected in taking any action
under this Article Fourteen or omitting to take any action, in reliance upon an
Opinion of Counsel, or in the case of Section 1405, an opinion of outside
counsel to the Company and the Guarantors.

                  SECTION 1407.  Purchaser May Rely.

                  A purchaser in good faith of the Collateral or any part
thereof or interest therein which is purported to be transferred, granted or
released by the Trustee as provided in this Article Fourteen shall not be bound
to ascertain, and may rely on the authority of the Trustee to execute, transfer,
grant or release, or to inquire as to the satisfaction of any conditions
precedent to the exercise of such authority, or to see to the application of the
purchase price therefor.

                  SECTION 1408.  Payment of Expenses.

                  On demand of the Trustee, the Company forthwith shall pay or
satisfactorily provide for the payment of all reasonable expenditures incurred
by the Trustee under this Article Fourteen, including, without limitation, the
costs of title insurance, surveys, attorneys' fees and expenses, recording fees
and taxes, transfer taxes, taxes on indebtedness and other expenses incidental
thereto and all such sums shall be a Lien upon the Collateral prior to the
Securities and shall be secured thereby.

                                       88
<PAGE>

                                 ARTICLE FIFTEEN

                                  MISCELLANEOUS

                    SECTION 1501.  Counterparts.

                    This Indenture may be signed in any number of counterparts
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.


                                       89
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                 GB PROPERTY FUNDING CORP.


                                 By    /s/  Timothy A. Ebling
                                     -------------------------------------------
                                     Title: Executive Vice President
                                            Chief Financial Officer
Attest: /s/ Frederick H. Kraus
      ------------------------
      Title: Secretary


                                 GB HOLDINGS, INC.


                                 By    /s/  Timothy A. Ebling
                                     -------------------------------------------
                                     Title: Executive Vice President
                                            Chief Financial Officer
Attest: /s/ Frederick H. Kraus
      ------------------------
      Title: Secretary
                                 GREATE BAY HOTEL AND CASINO,
                                   INC.


                                 By    /s/  Timothy A. Ebling
                                     -------------------------------------------
                                     Title: Executive Vice President
                                            Chief Financial Officer
Attest: /s/ Frederick H. Kraus
      ------------------------
      Title: Secretary
                                 WELLS FARGO BANK MINNESOTA,
                                 NATIONAL ASSOCIATION


                                 By    /s/   Jane Schweiger
                                     -------------------------------------------
                                      Title: Assistant Vice President
Attest: /s/ Curtis D. Schwegman
      --------------------------
      Title: Assistant Secretary


                                       90
<PAGE>


                                    Exhibit A

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

                              OFFICERS' CERTIFICATE
                                       OF
                        GREATE BAY HOTEL AND CASINO, INC.

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


         Reference is made to that certain Indenture dated as of
____________________ (the "Indenture") among GB Property Funding Corp. (the
"Company"), as Issuer, GB Holdings, Inc. ("Holdings") and Greate Bay Hotel and
Casino, Inc. ("GBHC"), as guarantors, and Wells Fargo Bank Minnesota, N.A., as
Trustee (the "Trustee"). Except as otherwise defined herein, capitalized terms
used herein shall have the meanings set forth in the Indenture.

         Pursuant to Section 1008 of the Indenture, the undersigned officer of
GBHC hereby certifies to the Trustee as follows:

                  He is now, and at the times mentioned herein has been, the
                  duly elected, qualified and acting officer of GBHC as
                  specified below.

                  To his knowledge, and without regard to any period of grace or
                  requirements of notice under the Indenture or the Security
                  Documents, GBHC is in compliance with all conditions and
                  covenants under the Indenture or the Security Documents.

         IN WITNESS WHEREOF, I have set my hand this ____ day of ______________.


                                               GREATE BAY HOTEL AND CASINO, INC.
                                               t/a "Sands Hotel & Casino"


                                               By:______________________________

<PAGE>

                                  Schedule 1.01

                             Permitted Indebtedness


Mortgage in the amount of $700,000 and interest, made by Lieber Check Cashing
L.L.C., to Andermatt Corp., dated July 22, 1996.

Mortgage in the amount of $525,000 and interest made by GBHC to Ruth M. Lubin
dated January 1, 1983.

Amendment dated April 5, 2000, to Brighton Park Improvements Agreement dated
November 5, 1987, by and between Claridge at Park Place, Inc. and GBHC.

Lease Agreement dated April 17, 2000 between Claridge at Park Place, Inc. and
GBHC for Lot 11 on Block 47 Tax Map of the City of Atlantic City.

Such liens or interests as are set forth in that certain Commitment No.
102134032 for Title Insurance of Stewart Title Guaranty Company.

The lease, license or management agreement(s) with an energy management
company(s), supplier(s), or intermediary(s) related thereto now or hereafter
entered into concerning or with respect to the supply and/or management of
utility services and/or the operation of existing or newly supplied equipment at
the property, including, but not limited to heating, ventilation, and
air-conditioning and energy production related equipment.


                                       2
<PAGE>


                                  Schedule 1.02

                        Permitted Affiliate Transactions



Purchase by affiliates of Carl C. Icahn of 4,625,000 shares of common stock for
a total purchase price of $65 million cash.



                                       3