<PAGE>

                                                                    Exhibit 99.4

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

IN RE:                            (S)      Chapter 11
                                  (S)
GREATE BAY CASINO CORPORATION     (S)      Case No. 01-11729 (PJW)
PPI CORPORATION                   (S)      Case No. 01-11730 (PJW)
PCPI FUNDING CORP.                (S)      Case No. 01-11731 (PJW)
PPI FUNDING CORP.                 (S)      Case No. 01-11732 (PJW)
                                  (S)
         Debtors.                 (S)
                                  (S)      Jointly Administered Under
                                  (S)      Case No. 01-11729 (PJW)


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

                  DEBTORS' FIRST AMENDED JOINT CHAPTER 11 PLAN
                              DATED MARCH 20, 2002

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
ARTICLE 1  DEFINITIONS..................................................    3
    1.1    ACSC.........................................................    4
    1.2    ACSC Common Stock............................................    4
    1.3    Affiliate....................................................    4
    1.4    Allowed Administrative Claim.................................    4
    1.5    Allowed Claim................................................    4
    1.6    Allowed Interest.............................................    5
    1.7    Allowed Priority Claim.......................................    5
    1.8    Allowed Secured Claim........................................    5
    1.9    Allowed Tax Claim............................................    5
    1.10   Allowed Unsecured Claim......................................    5
    1.11   Avoidance Action.............................................    5
    1.12   Ballots......................................................    5
    1.13   Ballot Return Date...........................................    5
    1.14   Bankruptcy Case..............................................    6
    1.15   Bankruptcy Code or Code......................................    6
    1.16   Bankruptcy Court.............................................    6
    1.17   Bankruptcy Rules.............................................    6
    1.18   Bar Date.....................................................    6
    1.19   Business Day.................................................    6
    1.20   Cash.........................................................    6
    1.21   Chapter 11 Payables Reserve..................................    6
    1.22   Claim........................................................    6
    1.23   Class........................................................    7
    1.24   Confirmation.................................................    7
    1.25   Confirmation Date............................................    7
    1.26   Confirmation Order...........................................    7
    1.27   Creditor.....................................................    7
    1.28   Debtors......................................................    7
    1.29   Disclosure Statement.........................................    7
    1.30   Disputed Claim...............................................    7
    1.31   Disputed Interest............................................    7
    1.32   Distributions................................................    7
    1.33   Effective Date...............................................    7
    1.34   Encumbrance..................................................    7
    1.35   Estates......................................................    8
    1.36   Estimated Claim..............................................    8
    1.37   Excess Chapter 11 Payables Reserve\..........................    8
    1.38   Exculpated Persons...........................................    8
    1.39   Executory Contract...........................................    8
    1.40   File or Filed................................................    8
    1.41   Final Order..................................................    8
</TABLE>

                                       i

<PAGE>

<TABLE>
    <S>                                                                     <C>
    1.42   Four GBCC Promissory Notes to Hollywood........................    8
    1.43   GBCC...........................................................   10
    1.44   GBCC Common Stock..............................................   10
    1.45   GBCC Guaranty..................................................   10
    1.46   GBCC/Joplin DQ Promissory Note to PCPI Funding.................   10
    1.47   GBCC $16,265,000 Indebtedness to PPI Funding...................   10
    1.48   GBCC $23,265,577 Promissory Note to PCPI Funding...............   10
    1.49   GBCC $2,200,000 Indebtedness to PPI............................   10
    1.50   Hollywood Zero-Coupon Note from PPI Funding....................   10
    1.51   HWCC...........................................................   11
    1.52   Intercompany Claims............................................   11
    1.53   Impaired.......................................................   11
    1.54   Interest.......................................................   11
    1.55   Insurance Proceeds.............................................   11
    1.56   Insured Claim..................................................   11
    1.57   Liquidating Trust..............................................   11
    1.58   Liquidating Trust Agreement....................................   12
    1.59   Liquidating Trustee............................................   12
    1.60   Miscellaneous Assets...........................................   12
    1.61   PCPI Funding...................................................   12
    1.62   PCPI Funding Common Stock......................................   12
    1.63   PCPI Funding Replacement Note to PPI Funding...................   12
    1.64   PCPI Funding $13,450 Indebtedness to PPI.......................   12
    1.65   Person.........................................................   12
    1.66   Petition Date..................................................   13
    1.67   Plan...........................................................   13
    1.68   Plan Supplement................................................   13
    1.69   PPI............................................................   13
    1.70   PPI Common Stock...............................................   13
    1.71   PPI Funding....................................................   13
    1.72   PPI Funding Common Stock.......................................   13
    1.73   PPI Guaranty...................................................   13
    1.74   PPI's $350,000 Claim against GBCC..............................   13
    1.75   Pro Rata.......................................................   14
    1.76   Purchaser......................................................   14
    1.77   Record Date Balloting..........................................   14
    1.78   Record Date Distributions......................................   14
    1.79   Rejection Claim................................................   14
    1.80   Released Matters...............................................   14
    1.81   Releasees......................................................   14
    1.82   Sale...........................................................   14
    1.83   Sale Motion....................................................   14
    1.84   Sale Order.....................................................   15
    1.85   Sale Proceeds..................................................   15
    1.86   Sands Trade Mark Adversary.....................................   15
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                 <C>
     1.87   Schedules............................................................................    15
     1.88   SEC..................................................................................    15
     1.89   SEC Reports..........................................................................    15
     1.90   Securities Act.......................................................................    15
     1.91   Security Agreement...................................................................    15
     1.92   Split-Off Zero-Coupon Note from PPI Funding..........................................    15
     1.93   Stock Purchase Agreement.............................................................    16
     1.94   Unclaimed Distribution...............................................................    16
     1.95   Unclassified Claims..................................................................    16
     1.96   Unexpired Lease......................................................................    16
     1.97   Unliquidated or Contingent Claim.....................................................    16
     1.98   Unsecured Claim......................................................................    16
     1.99   Unsecured Convenience Claim..........................................................    16
ARTICLE 2   DESIGNATION OF CLASSES OF CLAIMS AND INTERESTS AND
     SPECIFICATION OF IMPAIRED OR UNIMPAIRED STATUS..............................................    16
     2.1    Summary..............................................................................    16
            A.  Claims...........................................................................    17
            B.  Interests........................................................................    18
     2.2    Impairment Controversies.............................................................    18
ARTICLE 3   TREATMENT OF UNCLASSIFIED CLAIMS.....................................................    19
     3.1    Allowed Administrative Claims........................................................    19
            A.  General..........................................................................    19
            B.  Payment of Statutory Fees........................................................    20
            C.  Ordinary Course Liabilities......................................................    20
     3.2    Allowed Tax Claims...................................................................    20
ARTICLE 4   TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS.........................................    20
     4.1    Class 1  HWCC's Claim against PPI Funding in respect of the Hollywood
            Zero-Coupon Note from PPI Funding, in the total Allowed Amount of
            $49,219,370.05.......................................................................    20
     4.2    Class 2 Intercompany Claims Against GBCC.............................................    20
     4.3    Class 3 Intercompany Claims Against PCPI Funding.....................................    21
     4.4    Class 4 Intercompany Claims Against PPI Funding......................................    21
     4.5    Class 5 - Unsecured Convenience Claims against any of GBCC,
            PPI, PCPI Funding or PPI Funding (trade claims or other).............................    21
     4.6    Class 6 General Unsecured Claims Against any of GBCC, PPI, PCPI
            Funding or PPI Funding, not Otherwise Classified (believed to consist
            only of HWCC's Claims against GBCC in respect of the Four GBCC
            Promissory Notes to Hollywood, in the aggregate Allowed Amount of
            $10,126,668.50 and the Disputed Claims of Las Vegas Sands, Inc. and
            William D. Pratt, Jr., a former employee of a former GBCC affiliate).................    21
     4.7    Class 7 Interests of the holders of the GBCC Common Stock............................    22
     4.8    Class 8 Interests of the holder of the PPI Common Stock..............................    22
     4.9    Class 9  - Interests of the holder of the PCPI Funding Common Stock..................    22
     4.10   Class 10 - Interests of the holder of the PPI Funding Common Stock...................    22
ARTICLE 5   ACCEPTANCE OR REJECTION OF THE PLAN..................................................    22
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                            <C>
    5.1    Voting Classes.....................................................................  22
    5.2    Presumed Rejection of Plan.........................................................  22
ARTICLE 6  MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN.................................  22
    6.1    Plan Implementation Steps Occurring on or around the Effective Date................  22
           A.   PPI_s Contribution to PPI Funding of Sale Proceeds and Cash...................  22
           B.   Distribution of Sale Proceeds and PPI's Cash to HWCC..........................  23
           C.   Simultaneous Merger of PPI, PCPI Funding and PPI
                Funding with and into GBCC....................................................  23
           D.   Establishment of the Chapter 11 Payables Reserve, Conveyance
                of Chapter 11 Payables Reserve, LVSI Reserve and Miscellaneous
                Assets to Liquidating Trustee, and Distributions to holders of any
                Allowed Administrative Claims, Allowed Tax Claims, and Allowed
                Unsecured Claims in Class 5...................................................  24
           E.   Subordination of HWCC's Class 1 Claim to any Allowed
                LVSI Claim of up to $3 million................................................  24
           F.   Cancellation of GBCC Common Stock and Equity Interests........................  24
    6.2    Merger of Corporate Entities.......................................................  25
    6.3    Transfer of Assets to the Liquidating Trust........................................  25
    6.4    Ratification of Liquidating Trust Agreement........................................  25
           A.   Powers and Duties.............................................................  26
           B.   Compensation of Liquidating Trustee...........................................  26
           C.   Limitation of Liability.......................................................  26
           D.   Right to Hire Professionals and Agents........................................  26
           E.   Tax Treatment of the Liquidating Trust........................................  26
           F.   Termination of Liquidating Trust..............................................  27
    6.5    Cancellation of GBCC Common Stock and Ultimate Dissolution of GBCC.................  27
    6.6    Corporate Action...................................................................  27
    6.7    Objections to Claims...............................................................  28
    6.8    Retention Of Causes Of Action......................................................  28
    6.9    Limitation of Liability............................................................  28
    6.10   Releases by Debtors................................................................  29
    6.11   Exemption from Stamp and Similar Taxes.............................................  29
    6.12   Notice of Effective Date...........................................................  29
ARTICLE 7  FUNDING AND METHODS OF DISTRIBUTION................................................  30
    7.1    Distribution Procedures-Generally..................................................  30
    7.2    Distributions to Holders of Allowed Administrative Claims..........................  30
    7.3    Distributions to Holders of Allowed Tax Claims, Allowed Class 5
           Claims and Allowed Class 6 Claims..................................................  30
    7.4    Distributions to Holder(s) of Allowed Class 6 Claims...............................  30
    7.5    Sources of Cash Distributions......................................................  30
    7.6    Disputed Claims....................................................................  31
    7.7    Delivery of Distributions and Undeliverable or Unclaimed Distributions.............  31
           A.   Delivery of Distributions in General..........................................  31
           B.   Undeliverable Distributions...................................................  31
    7.8    De Minimis Distributions...........................................................  31
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                          <C>
     7.9    Failure to Negotiate Checks....................................................   31
     7.10   Compliance with Tax Requirements...............................................   32
     7.11   Setoffs........................................................................   32
ARTICLE 8   TREATMENT OF EXECUTORY CONTRACTS...............................................   32
    8.1     Deemed Rejection of Executory Contracts and Unexpired Leases...................   32
    8.2     Options........................................................................   32
    8.3     Approval of Assumption or Rejection of Executory Contracts and
            Unexpired Leases...............................................................   33
    8.4     Bar Date for Filing Proofs of Claim Relating to Executory Contracts and
            Unexpired Leases Rejected Pursuant to the Plan.................................   33
    8.5     Cure Payments with Regard to Assumed Executory Contracts or
            Unexpired Leases...............................................................   33
ARTICLE 9   CONDITIONS TO CONFIRMATION OF PLAN.............................................   34
    9.1     Conditions to Confirmation.....................................................   34
    9.2     Waiver of Conditions...........................................................   34
ARTICLE 10  CONDITIONS TO EFFECTIVENESS OF THE PLAN........................................   34
    10.1    Conditions to Effectiveness....................................................   34
    10.2    Waiver of Conditions...........................................................   35
ARTICLE 11  EFFECTS OF PLAN CONFIRMATION...................................................   35
    11.1    Discharge of Debtors and Injunction............................................   35
    11.2    Revesting......................................................................   36
    11.3    No Liability for Solicitation or Participation.................................   36
    11.4    Other Documents and Actions....................................................   36
    11.5    Post-Consummation Effect of Evidences of Claims or Interests...................   37
    11.6    Term of Injunctions  or Stays..................................................   37
ARTICLE 12  CONFIRMABILITY OF PLAN AND CRAMDOWN............................................   37
ARTICLE 13  RETENTION OF JURISDICTION......................................................   37
ARTICLE 14  MISCELLANEOUS PROVISIONS.......................................................   39
    14.1    Fractional Dollars.............................................................   39
    14.2    Modification of Plan...........................................................   39
    14.3    Governing Law..................................................................   39
    14.4    Payment Dates..................................................................   39
    14.5    Headings.......................................................................   39
    14.6    Successors and Assigns.........................................................   39
    14.7    Severability of Plan Provisions................................................   39
    14.8    No Admissions..................................................................   40
</TABLE>

                                       v

<PAGE>

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

IN RE:                         (S)    Chapter 11
                               (S)
GREATE BAY CASINO CORPORATION  (S)    Case No. 01-11729 (PJW)
PPI CORPORATION                (S)    Case No. 01-11730 (PJW)
PCPI FUNDING CORP.             (S)    Case No. 01-11731 (PJW)
PPI FUNDING CORP.              (S)    Case No. 01-11732 (PJW)
                               (S)
         Debtors.              (S)
                               (S)    Jointly Administered Under
                               (S)    Case No. 01-11729 (PJW)

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

                  DEBTORS' FIRST AMENDED JOINT CHAPTER 11 PLAN
                              DATED MARCH 20, 2002

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

         Greate Bay Casino Corporation ("GBCC"), PPI Corporation ("PPI"), PCPI
Funding Corp. ("PCPI Funding"), and PPI Funding Corp. ("PPI Funding"), as
debtors and debtors-in-possession (collectively, the "Debtors"), propose this
First Amended Joint Chapter 11 Plan Dated March 20, 2002 (the "Plan") pursuant
to section 1121(a) of Title 11 of the United States Code, for the resolution of
the Debtors' outstanding creditor claims and equity interests. Reference is made
to the Debtors' First Amended Joint Disclosure Statement Dated March 20, 2002
(the "Disclosure Statement") for a discussion of the Debtors' history, business,
properties and results of operations, and for a summary of this Plan and certain
related matters.

         In general, the Plan (which was prenegotiated with the Debtors' largest
Creditor, HWCC-Holdings, Inc. ("HWCC")), provides for the distribution to
creditors of approximately $14.6 Million in proceeds1 of a pre-confirmation sale
("Sale") by the Debtor, PPI, of all of the issued and

___________________
     /1/    Plus additional cash held by certain of the Debtors.

                                                                          Page 1

<PAGE>

outstanding capital stock of Advanced Casino Systems Corporation ("ACSC"),/2/
which was a non-Debtor subsidiary of the Debtor PPI, that is in the business of
developing, installing, licensing and providing maintenance for certain casino
information technology systems and software used by casino companies. The Sale
was to an entity known as ACSC Acquisitions, Inc., a wholly owned subsidiary of
Bally Gaming, Inc. ("Purchaser"),/3/ for the sum of $14.6 million ("Sale
Proceeds"), subject to certain purchase price adjustments. The Sale Proceeds
were paid to the Debtors on March 19, 2002.

         Debtors believe that, other than HWCC, there are only a handful of
small trade creditors (totaling less than $50,000) who will have Allowed
Unsecured Claims. Las Vegas Sands, Inc. ("LVSI") has filed a Proof of Claim
against each of the Debtors in the amount of approximately $20 million. The
Debtors dispute this Claim. On previous occasions in court hearings and
pleadings in this bankruptcy case, LVSI asserted it had a claim against GBCC
having a present value of approximately $2 million. The Plan provides that HWCC
will subordinate its Class 1 Claim in this Bankruptcy Case to any LVSI Claim
that is Allowed up to an amount of $3 million and will agree that up to $3
million of the consideration that would otherwise be paid to HWCC in respect of
its Class 1 Allowed Claim may be paid to LVSI, if and to the extent the Disputed
Claim of LVSI becomes an Allowed Claim. The Plan contemplates that prior to the
Effective Date of the Plan, the Court may estimate the amount of the LVSI Claim,
pursuant to 11 U.S.C. (S) 502(c), as if the dispute regarding GBCC's liability
were resolved in LVSI's favor. Such estimated amount will be deposited into the
LVSI Reserve (See Section 1.60 herein) and held in such Reserve until it is
determined that

_____________________
     /2/    The Bankruptcy Court approved the Sale on March 6, 2002.

     /3/    Neither the Purchaser, nor any affiliate, is and "insider" or
"affiliate of any of the Debtors or any of their affiliates as such terms are
defined in the Bankruptcy Code. The Stock Purchase Agreement was negotiated for
many weeks at arm's length, with each party  represented by competent counsel
of its own choosing.

                                                                          Page 2

<PAGE>

any of the disputed LVSI Claim should be an Allowed Claim. The Sale Proceeds not
necessary to fund the LVSI Reserve shall be distributed to HWCC as part of its
Class 1 consideration on the Effective Date. The disputed LVSI Claim for which a
Reserve has been established that becomes an Allowed Claim by Final Order shall
be paid promptly out of the LVSI Reserve. After the disputed LVSI Claim is
resolved or disallowed, the balance of the LVSI Reserve (to the extent it
exceeds the Allowed LVSI Claim) shall be distributed to HWCC as the only holder
of an Allowed Claim in Class 1. To the extent LVSI ultimately has an Allowed
Claim that is larger than the amount of the LVSI Reserve, such excess LVSI Claim
will receive treatment in Class 6 of the Plan.

         A former employee of a former GBCC affiliate (which owned the San Juan
Sands) has also filed a Proof of Claim that is disputed, in the amount of
$3,025,000. The Debtors believe it will be disallowed in its entirety, but, to
the extent it is allowed in any amount, it will receive treatment as defined in
Class 6 in this Plan.

         All holders of Claims and Interests are encouraged to read the Plan and
the Disclosure Statement in their entirety before voting to accept or reject
this Plan. No materials, other than the Disclosure Statement and any exhibits
and appendices attached thereto or referenced therein, have been approved by the
Debtors for use in soliciting acceptances or rejections of this Plan.

                                    ARTICLE 1

                                   DEFINITIONS

         Rules of Interpretation. As used herein, the following terms have the
         -----------------------
respective meanings specified below, and such meanings shall be equally
applicable to both the singular and plural and masculine and feminine forms of
the terms defined. The words "herein," "hereof," "hereto," "hereunder" and
others of similar import, refer to the Plan as a whole and not to any particular
section, subsection or clause contained in the Plan. Captions and headings to
articles, sections and exhibits are inserted for convenience of reference only
and are not intended to be part of or to affect the interpretation of the Plan.
The rules of construction set forth in section 102 of the Bankruptcy Code shall
apply. In computing any period of time prescribed or allowed by the Plan, the
provisions of Bankruptcy Rule 9006(a) shall apply. Any capitalized term used
herein that is not defined herein

                                                                          Page 3

<PAGE>

but is defined in the Bankruptcy Code shall have the meaning ascribed to such
term in the Bankruptcy Code. All references to documents shall include all
addenda, exhibits, and schedules attached thereto or referred to therein. In
addition to such other terms as are defined in other sections of the Plan, the
following terms (which appear in the Plan as capitalized terms) have the
following meanings as used in the Plan.

         1.1  "ACSC" means Advanced Casino Systems Corporation, a corporation
               ----
organized under the laws of Delaware, and a wholly owned, direct subsidiary of
PPI (but not a Debtor herein).

         1.2  "ACSC Common Stock" means all of the capital stock of ACSC issued
               -----------------
and outstanding prior to the Petition Date, and includes any options or warrants
with the right to acquire ACSC Common Stock, which common stock (and associated
options, warrants or rights) was, as of the Petition Date (and until its sale to
Purchaser), property of the PPI bankruptcy estate under 11 U.S.C. (S) 541.

         1.3  "Affiliate" means (A) an entity that directly or indirectly owns,
               ---------
controls or holds with power to vote, twenty percent or more of the outstanding
voting securities of a Debtor, other than an entity that holds such securities
(1) in a fiduciary or agency capacity without sole discretionary power to vote
such securities or (2) solely to secure a debt, if such entity has not in fact
exercised such power to vote, or (B) a corporation twenty percent or more of
whose outstanding voting securities are directly or indirectly owned, controlled
or held with power to vote, by a Debtor, or by an entity that directly or
indirectly owns, controls or holds with power to vote, twenty percent or more of
the outstanding voting securities of a Debtor, other than an entity that holds
such securities (1) in a fiduciary or agency capacity without sole discretionary
power to vote such securities or (2) solely to secure a debt, if such entity has
not in fact exercised such power to vote.

         1.4  "Allowed Administrative Claim" means an allowed claim, or that
               ----------------------------
portion thereof, that is entitled to priority under sections 503(b) and
507(a)(1) of the Bankruptcy Code, including, without limitation: (A) the actual
and necessary costs and expenses incurred after the Petition Date of preserving
the Estates and operating the business of the Debtors (such as wages, salaries
or payments for goods and services); (B) compensation for legal, financial
advisory, accounting and other services and reimbursement of expenses awarded or
allowed under sections 330(a) or 331 of the Bankruptcy Code; and (C) all fees
and charges assessed against the Estates under 28 U.S.C. (S) 1930.

         1.5  "Allowed Claim" means a Claim against any one of the Debtors to
               -------------
the extent that:

              (A)   (1)   the Claim was Filed prior to the date designated by
                          the Bankruptcy Court as the last date for filing that
                          category of proof of claim (or Filed after such date
                          with leave of Court) or the Claim was, or is
                          hereafter, listed in the Schedules and is not listed
                          as disputed, contingent or unliquidated as to amount;
                          and

                    (2)   the Debtors, or any other party in interest entitled
                          to do so, do not file an objection prior to the
                          Effective Date or such other date as may be

                                                                          Page 4

<PAGE>

                           established by the Plan or the Bankruptcy Court (or
                           if such an objection is so filed, the objection is
                           later withdrawn); or,

               (B)   the Claim is allowed by a Final Order of the Bankruptcy
                     Court, which Final Order is no longer subject to being
                     modified or reversed on reconsideration or appeal; or,

               (C)   the Claim is allowed by the Plan.

         1.6   "Allowed Interest" means (A) an Interest as to which neither the
                ----------------
Debtors nor any other party in interest entitled to do so has filed an objection
prior to the Effective Date or such other date as may be established by the Plan
or the Bankruptcy Court (or if such an objection is so filed, the objection is
later withdrawn), or (B) an Interest allowed by a Final Order of the Bankruptcy
Court, which Final Order is no longer subject to being modified or reversed on
reconsideration or appeal, or (C) an Interest allowed by the Plan.

         1.7   "Allowed Priority Claim" means an Allowed Claim, or that portion
                ----------------------
thereof, that is entitled to priority under section 507(a) of the Bankruptcy
Code, other than an Allowed Administrative Claim or an Allowed Tax Claim. There
are no Claims known to the Debtors that would be Allowed Priority Claims in this
Bankruptcy Case.

         1.8   "Allowed Secured Claim" means an Allowed Claim, or that portion
                ---------------------
thereof, that is secured (directly or by enforceable subrogation) by an
Encumbrance on or interest in property of one or more of the Debtors or that is
subject to setoff under section 553 of the Code, but only to the extent of the
value of the creditor's interest (directly or by enforceable subrogation) in one
or more of the Debtors' interest in such property or to the extent of the amount
subject to setoff, which value shall be determined as provided in section 506(a)
of the Code. There are no Claims known to the Debtors that would be Allowed
Secured Claims in this Bankruptcy Case.

         1.9   "Allowed Tax Claim" means an Allowed Claim, or that portion
                -----------------
thereof, that is entitled to priority under section 507(a)(8) of the Code.

         1.10  "Allowed Unsecured Claim" means an Allowed Claim, or that portion
                ------------------------
thereof, that is not entitled to priority or to secured status under the Code.

         1.11  "Avoidance Action" means a cause of action assertable by any one
                -----------------
of the Debtors and/or Liquidating Trustee or their successors pursuant to
sections 329, 542, 543, 544, 545, 547, 548, 549, 550, or 553 of the Bankruptcy
Code. To the extent there is ultimately any pursuit and recovery on Avoidance
Actions, any such recovery will become Miscellaneous Assets, as herein defined.

         1.12  "Ballots" means the written Ballots for acceptance or rejection
                -------
of the Plan.

         1.13  "Ballot Return Date" means 4:00 p.m. Eastern Daylight Time on
                ------------------
April 22, 2002, unless and to the extent such date is extended by the Debtors in
accordance with the Disclosure Statement.

                                                                          Page 5

<PAGE>

         1.14  "Bankruptcy Case" means, collectively, the Debtors' cases under
                ---------------
Chapter 11 of the Bankruptcy Code that were commenced on the Petition Date.

         1.15  "Bankruptcy Code" or "Code" means Title 11 of the United States
                ---------------
Code as now in effect or hereafter amended to the date of Confirmation of the
Plan.

         1.16  "Bankruptcy Court" means the United States Bankruptcy Court for
                ----------------
the District of Delaware, which presides over this Bankruptcy Case, or if
necessary, the United States District Court for said District having original
jurisdiction over this Bankruptcy Case.

         1.17  "Bankruptcy Rules" means, collectively (A) the Federal Rules of
                ----------------
Bankruptcy Procedure, and (B) the local rules of the Bankruptcy Court, as
applicable from time to time in the Bankruptcy Case.

         1.18  "Bar Date" means (A) with respect to all Persons except
                --------            ----------------------------------
governmental entities, March 15, 2002, the date by which Claims must have been
-------------------------------------
Filed with the Bankruptcy Court pursuant to that certain Order (1) Fixing
Deadline for the Filing of Proofs of Claim, and (2) Approving Form and Manner of
Notice with Respect Thereto, and (B) with respect to governmental entities, June
26, 2002, which is 180 days after the Petition Date.

         1.19  "Business Day" means any day, other than a Saturday, Sunday or
                ------------
"legal holiday" (as defined in Bankruptcy Rule 9006(a)) on which banks are open
for business in the city of New York, New York.

         1.20  "Cash" means cash, wire transfer of immediately available funds,
                ----
certified check, and cash equivalents, including readily marketable direct
obligations of the United States of America, including interest accrued or
earned thereon, or a check from the Debtors.

         1.21  "Chapter 11 Payables Reserve" means Cash on hand of any of GBCC,
                ---------------------------
PCPI Funding or PPI Funding, as of the commencement of the Effective Date, as
well as certain Cash of PPI equal to its Pro Rata share of Allowed
Administrative Claims, which Cash will be conveyed to the Liquidating Trustee,
segregated and held in reserve for the benefit and payment of (i) the holders of
Allowed Administrative Claims, (ii) Allowed Tax Claims, (iii) Allowed Class 5
Claims, and (iv) an amount to pay the fees and expenses of the Liquidating
Trustee, all as further described in Article 6.1(D) of the Plan; provided, that
                                     --------------
any residual amounts after payment of the Liquidating Trustee's fees and
expenses and satisfaction of the Allowed Administrative Claims, Allowed Tax
Claims, and Allowed Class 5 Claims against any of the Debtors, shall become
"Excess Chapter 11 Payables Reserve" and shall ultimately be paid to any holder
of a Class 6 Claim, pursuant to Articles 4.6 and 6.1(G) of the Plan, whose claim
                                ------------     ------
has not otherwise been paid in Cash, in full (without post-petition interest).

         1.22  "Claim" means any right to payment from any one of the Debtors
                -----
arising before the Confirmation Date, whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
contested, uncontested, legal, equitable, secured, or unsecured; or

                                                                          Page 6

<PAGE>

any right to an equitable remedy for breach of performance if such breach gives
rise to a right of payment from the Debtors, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
contested, uncontested, secured or unsecured.

     1.23  "Class" means a class of Claims or Interests as provided for in the
            -----
Plan.

     1.24  "Confirmation" means the entry of a Confirmation Order confirming
            ------------
this Plan at or after a hearing pursuant to section 1129 of the Bankruptcy Code.

     1.25  "Confirmation Date" means the date the Confirmation Order is entered
            ------------------
on the docket by the Clerk of the Bankruptcy Court.

     1.26  "Confirmation Order" means the order entered by the Bankruptcy Court
            ------------------
determining that this Plan meets the requirements of Chapter 11 of the
Bankruptcy Code and is entitled to Confirmation pursuant to section 1129 of the
Bankruptcy Code.

     1.27  "Creditor" means "creditor" as defined in section 101(10) of the
            --------
Code.

     1.28  "Debtors" means Greate Bay Casino Corporation, PPI Corporation, PCPI
            -------
Funding Corp., and PPI Funding Corp.

     1.29  "Disclosure Statement" means the Debtors' First Amended Joint
            --------------------
Disclosure Statement, Dated March 20, 2002, Filed by the Debtors respecting the
Plan, as approved by the Bankruptcy Court for submission to the Creditors,
Interest holders, and parties-in-interest of the Debtors, and all amendments,
supplements, appendices, and exhibits thereto Filed by the Debtors.

     1.30  "Disputed Claim" means a Claim against any one of the Debtors that is
            --------------
not an Allowed Claim; including without limitation the Disputed Claim of Las
Vegas Sands, Inc. and the Disputed Claim of William D. Pratt, Jr.

     1.31  "Disputed Interest" means an Interest in any one of the Debtors that
            -----------------
is not an Allowed Interest.

     1.32  "Distributions" means the properties or interests in property to be
            -------------
paid or distributed hereunder to the holders of Allowed Claims.

     1.33  "Effective Date" means the first practicable Business Day after (A)
            --------------
the Confirmation Order has become a Final Order, and (B) all of the conditions
required in Articles 9.1 and 10.1 of the Plan have either occurred or have been
expressly waived pursuant to Articles 9.2 and 10.2 of the Plan.

     1.34  "Encumbrance" means, with respect to any interest in property, any
            -----------
mortgage, lien, pledge, charge, security interest, easement, or encumbrance of
any kind whatsoever affecting such interest in property.

                                                                          Page 7

<PAGE>

     1.35  "Estates" means the estates created in the Bankruptcy Case under
            -------
section 541 of the Bankruptcy Code.

     1.36  "Estimated Claim" means a Claim, the allowed amount of which has been
            ---------------
or is to be estimated by the Court under section 502(c) of the Code.

     1.37  "Excess Chapter 11 Payables Reserve" means any excess or residual
            ----------------------------------
amounts of "Chapter 11 Payables Reserve," after payment of the fees and expenses
of the Liquidating Trustee, and satisfaction of the Allowed Administrative
Claims, Allowed Tax Claims, and Allowed Class 5 Claims against any of GBCC, PPI,
PCPI Funding or PPI Funding. Such residual amount shall be paid to the holders
of Allowed Class 6 Claims to the extent they have not otherwise been paid in
Cash, in full (without post-petition interest).

     1.38  "Exculpated Persons" shall have the meaning ascribed to such term in
            ------------------
Article 6.9 of the Plan.
-----------

     1.39  "Executory Contract" shall have the meaning set forth in section 365
            ------------------
of the Code.

     1.40  "File" or "Filed" means filed with the Bankruptcy Court in the
            -----     -----
Bankruptcy Case.


     1.41  "Final Order" means, as to any court, an order or judgment of such
            -----------
court, as entered on its docket, that is not interlocutory, and (A) as to which
the time to seek an initial appeal or petition for rehearing has expired; and
(B) with respect to which order or judgment there is no stay on its execution or
enforcement in effect. The pendency of an appeal, in the absence of a stay, will
not preclude an order or judgment from being deemed a Final Order hereunder.

     1.42  "Four GBCC Promissory Notes to Hollywood" means those certain four
            ---------------------------------------
separate promissory notes, executed by GBCC and payable to the order of
Hollywood Casino Corporation, pursuant to which there was an aggregate principal
amount of $5,704,243.50, plus accrued interest of $4,422,425.00 due and owing as
of the Petition Date, for a total of $10,126,668.50 due and owing, and which
notes are more particularly described as follows:

           (A)  An unsecured Promissory Note in the original principal amount of
           $1,250,000 dated October 29, 1993, duly executed by Pratt Hotel
           Corporation (n.k.a. GBCC, as a result of a name change effectuated
           December 31, 1996), and payable to the order of Hollywood Casino
           Corporation, and bearing interest at the rate of 14% per annum. The
           issuance of this promissory note was ratified by the three
           disinterested directors of the Board of GBCC at its meeting held on
           February 8, 1994. The funds that were lent by Hollywood Casino
           Corporation to GBCC were used in the operation of a facility known as
           the Holiday Inn/DFW North in Texas, which was owned by an entity of
           which GBCC was a partner and which GBCC operated pursuant to an
           operating agreement. This Promissory Note, as of the Petition Date,
           had an outstanding principal balance of $250,000 and accrued interest
           owing of $196,000.

                                                                          Page 8

<PAGE>

           (B)  An unsecured Promissory Note in the original principal amount of
           $3,000,000 dated July 12, 1996, duly executed by Pratt Hotel
           Corporation (n.k.a. GBCC, as a result of a name change effectuated
           December 31, 1996), and payable to the order of Hollywood Casino
           Corporation, and bearing interest at the rate of 13.75 % per annum.
           The issuance of this promissory note was ratified by the sole
           attending disinterested director of the Board of GBCC at its meeting
           held on September 18, 1996. The funds that were lent by Hollywood
           Casino Corporation to GBCC were immediately loaned from GBCC to GBHC,
           then still a wholly-owned indirect GBCC subsidiary, that owned and
           operated the Sands Hotel and Casino in Atlantic City, for use in the
           operations of the Sands Hotel and Casino. (The indebtedness from GBHC
           to GBCC was canceled and released, effective September 10, 1998,
           pursuant to a settlement agreement approved by the United States
           Bankruptcy Court for the District of New Jersey, Camden Vicinage, in
           the bankruptcy case of In re Great Bay Hotel and Casino, Inc., Case
           No. 98-10001; Adv. Pro. No. 98-01220.) This Promissory Note, as of
           the Petition Date, had an outstanding principal balance of
           $1,954,243.50 and accrued interest owing of $2,017,779.22.

           (C)  An unsecured Promissory Note in the original principal amount of
           $1,500,000 dated August 2, 1996, duly executed by Pratt Hotel
           Corporation (n.k.a. GBCC, as a result of a name change effectuated
           December 31, 1996), and payable to the order of Hollywood Casino
           Corporation, and bearing interest at the rate of 13.75 % per annum.
           The issuance of this promissory note was ratified by the sole
           attending disinterested director of the Board of GBCC at its meeting
           held on September 18, 1996. The funds that were lent by Hollywood
           Casino Corporation to GBCC were also immediately loaned from GBCC to
           GBHC for use in the operations of the Sands Hotel and Casino. (The
           indebtedness from GBHC to GBCC was released and canceled, effective
           September 10, 1998, pursuant to a settlement agreement approved by
           the United States Bankruptcy Court for the District of New Jersey,
           Camden Vicinage, in the bankruptcy case of In re Great Bay Hotel and
           Casino, Inc., Case No. 98-10001; Adv. Pro. No. 98-01220.) This
           promissory note, as of the Petition Date, had an outstanding
           principal balance of $1,500,000 and accrued interest owing of
           $1,096,562.50.

           (D)  An unsecured Promissory Note in the original principal amount of
           $2,000,000 dated August 7, 1996, duly executed by Pratt Hotel
           Corporation (n.k.a. GBCC, as a result of a name change effectuated
           December 31, 1996), and payable to the order of Hollywood Casino
           Corporation, and bearing interest at the rate of 13.75 % per annum.
           The issuance of this promissory note was ratified by the sole
           attending disinterested director of the Board of GBCC at its meeting
           held on September 18, 1996. The funds that were lent by Hollywood
           Casino Corporation to GBCC were also immediately loaned from GBCC to
           GBHC, for use in the operations of the Sands Hotel and Casino. (The
           indebtedness from GBHC to GBCC was released and canceled, effective
           September 10, 1998, pursuant to a settlement agreement approved by
           the United States Bankruptcy Court for the District of New Jersey,
           Camden Vicinage, in the bankruptcy case of In re Great Bay Hotel and
           Casino, Inc., Case

                                                                          Page 9

<PAGE>

           No. 98-10001; Adv. Pro. No. 98-01220.) This promissory note, as of
           the Petition Date, had an outstanding principal balance of $2,000,000
           and accrued interest owing of $1,462,083.33.

     1.43  "GBCC" means Greate Bay Casino Corporation, a publicly held
            ----
corporation organized under the laws of Delaware, and one of the Debtors herein,
and the 100% direct parent of PPI, another one of the Debtors herein, and also a
party to the Stock Purchase Agreement. Prior to December 31, 1996, GBCC was
known as Pratt Hotel Corporation.

     1.44  "GBCC Common Stock" means the common stock of GBCC issued and
            -----------------
outstanding prior to the Petition Date, and includes any options or warrants
with the right to acquire GBCC Common Stock.

     1.45  "GBCC Guaranty" means the guaranty by GBCC of the PCPI Funding
            -------------
Replacement Note to PPI Funding, as more particularly described in the
definition of "PCPI Funding Replacement Note to PPI Funding."

     1.46  "GBCC/Joplin DQ Promissory Note to PCPI Funding" means that certain
            ----------------------------------------------
promissory note dated February 23, 1988, in the amount of $22,164,357.59, duly
executed by Joplin DQ Funding, Inc. (which was dissolved into GBCC, which
assumed the liabilities of Joplin DQ Funding, Inc.), and payable to the order of
PCPI Funding Corp., and bearing interest at the rate of 16.5% per annum.

     1.47  "GBCC $16,265,000 Indebtedness to PPI Funding" means those certain
            --------------------------------------------
non-interest bearing advances from PPI Funding to GBCC in the aggregate amount
of $16,265,000, which multiple advances occurred on a series of dates starting
in October 1994 through October 1997, and which advances were used for general
operating purposes of GBCC.

     1.48  "GBCC $23,265,577 Promissory Note to PCPI Funding" means that certain
            ------------------------------------------------
promissory note dated February 23, 1988, in the amount of $23,265,577, duly
executed by Pratt Hotel Corporation (n.k.a. GBCC, by virtue of a corporate name
change effectuated December 31, 1996), and payable to the order of PCPI Funding
Corp., and bearing interest at the rate of 16.5% per annum.

     1.49  "GBCC $2,200,000 Indebtedness to PPI" means those certain non-
            -----------------------------------
interest bearing advances from PPI to GBCC in the aggregate amount of
$2,200,000, which multiple advances occurred on a series of dates starting in
March 1996 through October 1997, and which advances were used for general
operating purposes of GBCC.

     1.50  "Hollywood Zero-Coupon Note from PPI Funding" means that certain
            -------------------------------------------
promissory note dated April 1, 1997, in the face amount of $84,602,548.66, duly
executed by PPI Funding Corp., and payable to the order of Hollywood Casino
Corporation, and bearing interest at the rate of 14.875% per annum. This note,
and the Split-Off Zero-Coupon Note from PPI Funding in the face amount of
$13,750,000 (as later defined), were both given in renewal of the unpaid
principal balance of, and in amendment and restatement of, that certain Secured
Promissory Note (a.k.a. the "Original

                                                                         Page 10

<PAGE>

Zero-Coupon Note") in the amount of $110,635,739.40 dated February 17, 1994,
executed by PPI Funding and payable to Hollywood Casino Corporation, in order to
convert the Original Zero-Coupon Note into two (2) separate promissory notes.
Further background information regarding the origin of the Hollywood Zero-Coupon
Note from PPI Funding is more fully described at Section IV(B) of the Disclosure
                                                 -------------
Statement. As of the Petition Date, the balance on the Hollywood Zero-Coupon
Note from PPI Funding was $43,211,359.24 principal and $6,008,010.81 interest,
for a total of $49,219,370.05.

     1.51  "HWCC" means HWCC-Holdings, Inc., a wholly owned subsidiary of
            ----
Hollywood Casino Corporation, who, by virtue of a capital contribution from
Hollywood Casino Corporation, is the holder of the Four GBCC Promissory Notes to
Hollywood and the Hollywood Zero-Coupon Note from PPI Funding, and, accordingly,
is the largest creditor of GBCC (with a Claim against it in the amount of
$10,126,668.50) and the largest creditor of PPI Funding (with a Claim against it
in the amount of $49,219,370.05).

     1.52  "Intercompany Claims" means any indebtedness owed by any one of the
            -------------------
Debtors to another Debtor or Debtors, including: (a) PPI's Claim against GBCC in
respect of the GBCC $2,200,000 Indebtedness to PPI; (b) PCPI Funding's Claim
against GBCC in respect of the GBCC $23,265,577 Promissory Note to PCPI Funding;
(c) PCPI Funding's Claim against GBCC in respect of the GBCC/Joplin DQ
Promissory Note to PCPI Funding; (d) PPI Funding's Claim against GBCC in respect
of the GBCC $16,265,000 Indebtedness to PPI Funding; (e) PPI's Claim against
PCPI Funding in respect of the PCPI $13,450 Indebtedness to PPI; (f) PPI
Funding's Claim against PCPI Funding in respect of the PCPI Funding Replacement
Note to PPI Funding; (g) PPI's Claim Against PPI Funding in respect of the
Split-Off Zero-Coupon Note from PPI Funding; and (h) PPI's $350,000 Claim
against GBCC.

     1.53  "Impaired" means, with respect to a Class of Claims or Interests
            --------
under the Plan, that the Plan alters the legal, equitable or contractual rights
of the holders of Claims or Interests within that Class, as further described at
section 1124 of the Bankruptcy Code.

     1.54  "Interest" means any and all rights or Claims arising out of the
            --------
purchase or ownership of the GBCC, PPI, PCPI Funding and PPI Funding Common
Stock, and all rights and Claims arising out of contracts, options or warrants
to purchase or sell such Common Stock.

     1.55  "Insurance Proceeds" means any and all proceeds in respect of third
            ------------------
party liability insurance policies, on which any one of the Debtors is an
insured party, which proceeds would arise as a result of an event triggering
insurance coverage to a third party.

     1.56  "Insured Claim" means an Allowed Claim against any one of the Debtors
            -------------
for which Insurance Proceeds would be available to pay such Allowed Claim.

     1.57  "Liquidating Trust" means that certain trust, substantially as
            -----------------
described in the form of Liquidating Trust Agreement included in the Plan
Supplement, which Liquidating Trust may be established on behalf of and for the
benefit of the Creditors, and the assets of which shall

                                                                         Page 11

<PAGE>

substantially consist of, as of the Effective Date, the following: the Chapter
11 Payables Reserve, the LVSI Reserve, and the Miscellaneous Assets.

     1.58  "Liquidating Trust Agreement" means that certain form of agreement,
            ---------------------------
substantially in the form included in the Plan Supplement, which will give rise
to and describe the Liquidating Trust.

     1.59  "Liquidating Trustee" means that Person, or such Person's successor,
            -------------------
selected in accordance with the Liquidating Trust Agreement, as trustee for the
Liquidating Trust, to serve in the role of making Distributions from the Chapter
11 Payables Reserve under the Plan, prosecuting and filing objections to
Disputed Claims or pursuing Causes of Action, and otherwise winding up any
further business and responsibilities of these Estates (and pursuant to the
Plan) after the Effective Date. Among other things, the Liquidating Trustee
shall be the type of representative described in section 1123(b)(3)(B) of the
Bankruptcy Code with authority to pursue Avoidance Actions.

     1.60  "LVSI Reserve" means an amount of Cash equal to $3 million, unless a
            ------------
lesser amount is otherwise ordered by the Court, in an estimation hearing, or
agreed to between Las Vegas Sands, Inc. and the Debtors and HWCC. The LVSI
Reserve will be established from the Cash and/or Sale Proceeds that would
otherwise be paid to HWCC in respect of its Allowed Class 1 Claim.

     1.61  "Miscellaneous Assets" means (a) any deposits, unearned premiums,
            --------------------
cash values of insurance policies, or prepaids in which any of the Debtors may
have rights, with respect to certain vendors or insurance companies, (b) the
office furniture/furnishings of any of the Debtors, and (c) any other remaining
assets, claims or rights of the Debtors after the implementation of the steps
described at Article 6.1.C of the Plan; provided, however, that the
             -------------
Miscellaneous Assets do not include the Cash that forms the Chapter 11 Payables
Reserve, nor the LVSI Reserve, nor the Cash and Sale Proceeds of PPI that are
disbursed pursuant to Article 6.1.B of the Plan. The Miscellaneous Assets are
                      -------------
estimated to have an aggregate value of less than $10,000.

     1.62  "PCPI Funding" means PCPI Funding Corp., a corporation organized
            ------------
under the laws of Delaware, and one of the Debtors herein, and a wholly owned,
direct subsidiary of PPI.

     1.63  "PCPI Funding Common Stock" means the common stock of PCPI Funding
            -------------------------
issued and outstanding prior to the Petition Date, and includes any options or
warrants with the right to acquire PCPI Common Stock.

     1.64  "PCPI Funding Replacement Note to PPI Funding" means that certain
            --------------------------------------------
promissory note dated March 31, 1995, in the deemed principal amount of
$40,524,055, with accrued interest of $25,495,577, duly executed by PCPI
Funding, and payable to the order of PPI Funding, and bearing interest at the
rate of 15.5% per annum, and guaranteed by GBCC and PPI.

     1.65  "PCPI Funding $13,450 Indebtedness to PPI" means those certain
            ----------------------------------------
non-interest bearing advances from PPI to PCPI Funding in the amount of $13,450
(advanced for payment of trade debt).

     1.66  "Person" means any individual, corporation, general partnership,
            ------
limited partnership, association, joint stock company, joint venture, estate,
trust, indenture trustee, government or any

                                                                         Page 12

<PAGE>

political subdivision, governmental unit (as defined in the Bankruptcy Code),
official committee appointed by the Office of the United States Trustee,
unofficial committee of creditors or equity holders or other entity.

         1.67   "Petition Date" means December 28, 2001, the date on which
                 -------------
Debtors filed their voluntary Chapter 11 petitions.

         1.68   "Plan" means this First Amended Joint Chapter 11 Plan Dated
                 ----
March 20, 2002, in its present form, or as it may be amended, modified, and/or
supplemented from time to time in accordance with the Bankruptcy Code, or by
agreement of the Debtors, or by order of the Bankruptcy Court, as the case may
be.

         1.69   "Plan Supplement" means the documents, including the form of
                 ---------------
Notice of Effective Date (disclosing, among other things, the identity of the
Liquidating Trustee), the Liquidating Trust Agreement, the Notice of any
Executory Contracts or Unexpired Leases being Assumed (and/or Assumed and
Assigned) by the Debtors, and such other documents as may be necessary or
advisable to effectuate the Plan, which documents shall be contained in a
separate Plan Supplement filed with the Clerk of the Bankruptcy Court at least
fifteen (15) days prior to the date on which the Confirmation Hearing shall
first commence, or such other deadline as is ordered by the Bankruptcy Court.
The Plan Supplement may be inspected in the office of the Clerk of the
Bankruptcy Court during hours established therefor. Holders of Claims against
and Interests in the Debtors may obtain a copy of the Plan Supplement upon
written request to the Debtors. The Plan Supplement shall for all purposes be
deemed incorporated into and become a part of the Plan as if fully set forth
herein.

         1.70   "PPI" means PPI Corporation, a corporation organized under the
                 ---
laws of New Jersey, and one of the Debtors herein, and a wholly owned, direct
subsidiary of GBCC, and also a party to the Stock Purchase Agreement.

         1.71   "PPI Common Stock" means the common stock of PPI issued and
                 ----------------
outstanding prior to the Petition Date, and includes any options or warrants
with the right to acquire PPI Common Stock.

         1.72   "PPI Funding" means PPI Funding Corp., a corporation organized
                 -----------
under the laws of Delaware, and one of the Debtors herein, and a wholly owned,
direct subsidiary of PPI.

         1.73   "PPI Funding Common Stock" means the common stock of PPI Funding
                 ------------------------
issued and outstanding prior to the Petition Date, and includes any options or
warrants with the right to acquire PPI Funding Common Stock.

         1.74   "PPI Guaranty" means the guaranty by PPI of the PCPI Funding
                 ------------
Replacement Note to PPI Funding, as more particularly described in the
definition of "PCPI Funding Replacement Note to PPI Funding."

         1.75   "PPI's $350,000 Claim against GBCC" means the Claim that PPI has
                 ---------------------------------
against GBCC in respect of certain interest that accrued on the Four GBCC
Promissory Notes to Hollywood prior to

                                                                         Page 13

<PAGE>

April 1, 1997, and which Hollywood Casino Corporation assigned to PPI in a
transaction that occurred April 1, 1997.

         1.76   "Pro Rata" means proportionately so that, with respect to an
                 --------
Allowed Claim or Allowed Interest, the ratio of (A) (1) the amount of payments
or other property distributed on account of a particular Allowed Claim or
Allowed Interest to (2) the amount of the Allowed Claim or Allowed Interest, is
the same as the ratio of (B)(1) the amount of payments or other property
distributed on account of all Allowed Claims or Allowed Interests which are
entitled to receive such payments or other property to (2) the amount of all
Allowed Claims or Allowed Interests which are entitled to receive such payments
or other property.

         1.77   "Purchaser" means ACSC Acquisitions, Inc., a wholly owned
                 ---------
subsidiary of Bally Gaming, Inc., who under the terms of the Stock Purchase
Agreement, dated December 19, 2001, as amended, will purchase all of the ACSC
Common Stock for the sum of $14.6 million, subject to certain purchase price
adjustments, all as further described in the Stock Purchase Agreement, as
amended, the Sale Motion and in Section V(B) of the Disclosure Statement.
                                -----------

         1.78   "Record Date Balloting" means the date fixed by the Bankruptcy
                 ---------------------
Court or designated by the Debtors, prior to distribution of ballots for voting
on the Plan, as the record date for determination of the holders of other Claims
that may vote on the Plan. The Record Date Balloting shall be March 15, 2002.

         1.79   "Record Date Distributions" means the date fixed by the
                 -------------------------
Bankruptcy Court or designated by the Debtors, prior to the entry of the
Confirmation Order, as the record date for determination of the holders of other
Claims that are entitled to receive Distributions in connection with the Plan.
Unless otherwise ordered by the Bankruptcy Court, the Record Date Distributions
shall be the date the Bankruptcy Court enters the Confirmation Order.

         1.80   "Rejection Claim" means a Claim resulting from the rejection of
                 ---------------
a lease or executory contract by a Debtor.

         1.81   "Released Matters" shall have the meaning ascribed to such term
                 ----------------
in Article 6.10 of the Plan.
   ------------

         1.82   "Releasees" shall have the meaning ascribed to such term in
                 ---------
Article 6.10 of the Plan.
------------

         1.83   "Sale" means the sale pursuant to section 363 of the Bankruptcy
                 ----
Code, by the Debtor, PPI, of the ACSC Common Stock, to Purchaser, pursuant to
the Stock Purchase Agreement, as amended.

         1.84   "Sale Motion" means that certain "Debtor, PPI Corporation's,
                  -----------
Motion for Order Authorizing Private Sale of the Common Stock of Wholly Owned
Non-Debtor Subsidiary, Advanced Casino Systems Corporation, Free and Clear of
Liens, Claims and Encumbrances, Pursuant to 11 U.S.C. (S)363(f) and F.R.B.P.
6004, and for Authority to Assume Stock Purchase Agreement Relating

                                                                         Page 14

<PAGE>

Thereto, Pursuant to 11 U.S.C. (S)365," filed by the Debtor, PPI, on the
Petition Date, seeking approval of the Sale and entry of the Sale Order.

         1.85   "Sale Order" means that certain Order, as entered by the
                 ----------
Bankruptcy Court, approving the Sale and the Sale Motion, and, more
specifically, authorizing, pursuant to sections 363 and 365 of the Bankruptcy
Code, the sale of the ACSC Common Stock to Purchaser. The Sale Order was entered
on March 6, 2002.

         1.86   "Sale Proceeds" means the sum of $14.6 million, subject to
                 -------------
certain purchase price adjustments contained in the Stock Purchase Agreement, as
amended.

         1.87   "Sands Trademark Adversary" means Adversary Proceeding No.
                 -------------------------
02-01803 filed January 31, 2002, and styled Greate Bay Casino Corporation v.
Las Vegas Sands, Inc., in the United States Bankruptcy Court for the District of
Delaware.

         1.88   "Schedules" means the Schedules of Assets and Liabilities,
                 ---------
Statement of Financial Affairs and Statement of Executory Contracts Filed by the
Debtors with the Bankruptcy Court, as amended or supplemented on or before the
Effective Date, listing the liabilities and assets of the Debtors.

         1.89   "SEC" means the Securities and Exchange Commission.
                 ---

         1.90   "SEC Reports" means those quarterly and annual reports filed
                 -----------
with the Securities and Exchange Commission by GBCC, PPI, PCPI Funding and PPI
Funding.

         1.91   "Securities Act" means the Securities Act of 1933, as amended.
                 --------------

         1.92   "Security Agreement" means the documentation under which a lien
                 ------------------
against property is reflected.

         1.93   "Split-Off Zero-Coupon Note from PPI Funding" means that certain
                 -------------------------------------------
promissory note dated April 1, 1997, duly executed by PPI Funding, and payable
to the order of Hollywood Casino Corporation, in the face amount of $13,750,000,
and bearing interest at the rate of 14.875% per annum. This note, and the
Hollywood Zero-Coupon Note from PPI Funding, as hereinabove defined, were both
given in renewal of the unpaid principal balance of, and in amendment and
restatement of, that certain Secured Promissory Note (a.k.a. the "Original
Zero-Coupon Note") in the amount of $110,635,739.40 dated February 17, 1994,
executed by PPI Funding and payable to Hollywood Casino Corporation, in order to
convert the Original Zero-Coupon Note into two (2) separate promissory notes.
This note was subsequently assigned by Hollywood Casino Corporation to PPI.
Further background information regarding the origin and history of the Split-Off
Zero-Coupon Note from PPI Funding is more fully described at Section IV(B) of
                                                             -------------
the Disclosure Statement. As of the Petition Date, the balance on the Split-Off
Zero-Coupon Note from PPI Funding was $15,492,168.00.

                                                                         Page 15

<PAGE>

         1.94   "Stock Purchase Agreement" means that certain agreement,
                 ------------------------
originally executed on December 19, 2001, by Purchaser, PPI, GBCC, and ACSC
(with the consent of HWCC), as amended by that certain Amendment No. 1 to Stock
Purchase Agreement, dated February 4, 2002, pursuant to which Purchaser will
acquire all of the ACSC Common Stock, together with all amendments.

         1.95   "Unclaimed Distribution" means, in respect of any Class of
                 ----------------------
Claims, all Cash or other property deemed to be "Unclaimed Distributions"
pursuant to Article 7.7.B of the Plan.
            ------------

         1.96   "Unclassified Claims" means Administrative Claims and Tax Claims
                 -------------------
which, pursuant to section 1123(a)(1) of the Bankruptcy Code, are not required
to be classified.

         1.97   "Unexpired Lease" shall have the meaning set forth in section
                 ---------------
365 of the Code.

         1.98   "Unliquidated or Contingent Claim" means any Claim, the amount
                 --------------------------------
of which is undetermined or the liability for which is not proven or is
contingent, as reflected in either the Schedules or the Proof of Claim filed by
any Creditor.

         1.99   "Unsecured Claim" means any Claim against any one or more of the
                 ---------------
Debtors that arose or that is deemed by the Bankruptcy Code to have arisen prior
to the Petition Date, including, but not limited to, trade claims and Rejection
Claims, and that is not a Claim or an Interest expressly classified in any other
Class.

         1.100  "Unsecured Convenience Claim" means any Unsecured Claim against
                 ---------------------------
any one or more of the Debtors, other than an Intercompany Claim, which is
either (i) $15,000 or less in amount or (ii) in excess of $15,000, but whose
holder elects to accept $15,000 Cash in full satisfaction of such Claim.
Unsecured Convenience Claims are classified in Class 5 in this Plan.

                                    ARTICLE 2

                 DESIGNATION OF CLASSES OF CLAIMS AND INTERESTS
               AND SPECIFICATION OF IMPAIRED OR UNIMPAIRED STATUS

         2.1    Summary. The following is a designation of the Classes of Claims
and Interests under this Plan and a specification of which Classes are impaired
or not impaired. In accordance with section 1123(a)(1) of the Bankruptcy Code,
Allowed Administrative Claims and Allowed Tax Claims described in Article 3 of
                                                                  ---------
this Plan have not been classified and are excluded from the following Classes.
A Claim or Interest is classified in a particular Class only to the extent that
the Claim or Interest is an Allowed Claim or Allowed Interest in that Class and
has not been paid, released or otherwise satisfied before the Effective Date; a
Claim or Interest which is not an Allowed Claim or Interest is not in any Class.
Notwithstanding anything to the contrary contained in this Plan, no distribution
shall be made on account of any Claim or Interest to which an objection has been
interposed or with regard to which the Debtors anticipate interposing a timely
objection unless and until the Claim or Interest becomes an Allowed Claim or
Allowed Interest.

         Class                                                  Status
         -----                                                  ------

                                                                         Page 16

<PAGE>

A.       Claims

Class 1:        HWCC's Claim against                 Impaired - entitled to vote
                PPI Funding, in respect of
                respect of the Hollywood
                Zero-Coupon Note from PPI Funding,
                which Claim is Allowed by this
                Plan in the total amount of
                $49,219,370.05.

Class 2:        Intercompany Claims Against GBCC     Impaired - entitled to vote

                (consisting of: (a) PPI's Claim
                against GBCC in respect of the
                GBCC $2,200,000 Indebtedness to
                PPI; (b) PPI's $350,000 Claim
                against GBCC; (c) PCPI Funding's
                Claim against GBCC in respect
                of the GBCC $23,265,577 Promissory
                Note to PCPI Funding; (d)
                PCPI Funding's Claim against GBCC
                in respect of the GBCC/Joplin DQ
                Promissory Note to PCPI Funding;
                and (e) PPI Funding's Claim against
                GBCC in respect of the GBCC
                $16,265,000 Indebtedness to
                PPI Funding).

Class 3:        Intercompany Claims Against PCPI     Impaired - entitled to vote
                Funding

                (consisting of: (a) PPI's Claim
                against PCPI Funding in respect of
                the PCPI $13,450 Indebtedness to
                PPI; and (b) PPI Funding's Claim
                against PCPI Funding in respect of
                the PCPI Funding Replacement Note to
                PPI Funding).

Class 4:        Intercompany Claims Against          Impaired - entitled to vote
                PPI Funding

                (consisting of PPI's Claim Against
                PPI Funding in respect of
                the Split-Off Zero-Coupon Note from
                PPI Funding).

                                                                         Page 17

<PAGE>

Class 5:     Unsecured Convenience Claims against   Impaired - entitled to vote
             any of GBCC, PPI, PCPI Funding or
             PPI Funding

             (consisting of any trade claim or
             other Unsecured Claim in the amount
             of $15,000 or less, or any that
             elect to reduce their Claims to
             $15,000; any such Claims are
             believed to be only against GBCC).

Class 6:     General Unsecured Claims               Impaired - entitled to vote
             against any of GBCC, PPI, PCPI
             Funding, or PPI Funding, not
             otherwise classified

             (Debtors believe that the only Claim
             that will be an Allowed Class 6
             Claim is the Claim of HWCC in
             respect of the Four GBCC Promissory
             Notes to Hollywood, which Claims are
             Allowed by this Plan in the
             aggregate amount of $10,126,668.50.
             However, Las Vegas Sands, Inc. and a
             former employee of a former GBCC
             affiliate have each filed Claims
             that Debtors dispute but which would
             be Claims in Class 6 if they became
             Allowed Claims.)

B.    Interests

Class 7:     Interests of GBCC's                    Impaired - not entitled to
             Equity Security Holder                 vote deemed to reject;
                                                    11 U.S.C. (S)1126(g))

Class 8:     Interests of PPI's                     Impaired - entitled to vote
             Equity Security Holder

Class 9:     Interests of PCPI Funding's            Impaired - entitled to vote
             Equity Security Holder

Class 10:    Interests of PPI Funding's             Impaired - entitled to vote
             Equity Security Holder

      2.2    Impairment Controversies. If a controversy arises as to whether
any Class of Claims or Equity Interests is impaired under this Plan, the
Bankruptcy Court shall, after notice and a hearing, determine the controversy.

                                                                         Page 18

<PAGE>

                                    ARTICLE 3

                        TREATMENT OF UNCLASSIFIED CLAIMS

         3.1   Allowed Administrative Claims

         A.    General. Subject to the bar date provisions herein (to the extent
applicable), each holder of an Allowed Administrative Claim shall receive Cash
(from the Chapter 11 Payables Reserve) equal to the unpaid portion of such
Allowed Administrative Claim on the later of (1) the Effective Date or as soon
as practicable thereafter, (2) the date on which such Claim becomes an Allowed
Administrative Claim, and (3) such other date as is mutually agreed upon by (a)
the Debtors and/or the Liquidating Trustee and (b) the holder of such Claim.

               (1)  Bar Date for Administrative Claims

                    (a) General Provisions. Except as provided in Article 3.1.C
                                                                  -------------
hereinbelow, and except with regard to statutory fees pursuant to 28 U.S.C.
1930, requests for payment of Administrative Claims must be Filed no later than
forty-five (45) days after the Effective Date. Holders of Administrative Claims
(including, without limitation, professionals requesting compensation or
reimbursement of expenses) that are required to File a request for payment of
such Claims and that do not File such requests by the applicable bar date shall
be forever barred from asserting such Claims against the Debtors, the Estates,
the Liquidating Trustee, any of their affiliates, or any of their respective
property.

                    (b) Professionals. All professionals or other entities
requesting compensation or reimbursement of expenses pursuant to sections 327,
328, 330, 331, 503(b) and 1103 of the Bankruptcy Code for services rendered
before the Effective Date (including, without limitation, any compensation
requested by any professional or any other entity for making a substantial
contribution in the Bankruptcy Case) shall File and serve on the Debtors and/or
Liquidating Trustee and their counsel, any official committee appointed in this
Bankruptcy Case and its counsel, and the United States Trustee an application
for final allowance of compensation and expenses no later than forty- five (45)
days after the Effective Date. Any professional fees and reimbursements of
expenses incurred by Debtors or any official committees (or any successor
thereto), relating solely to the closing of the transactions contemplated by the
Plan, objections to Claims and the prosecution of fee applications subsequent to
the Effective Date, shall be paid by the Liquidating Trustee from the remaining
Chapter 11 Payables Reserve without application to the Bankruptcy Court. Payment
of allowed fees and expenses shall be prorated, and appropriately reserved,
between GBCC and PPI based upon the ratio of amount of cash in each Estate
immediately prior to the Effective Date to the total cash in all Estates at such
time.

                    (c) Objections to Administrative Claims, Including Those of
Professionals. Objections to requests for payment of Administrative Claims
(including objections to applications of professionals for compensation or
reimbursement of expenses) must be Filed and

                                                                         Page 19

<PAGE>

served on the claimant and/or professional to whom the objection is addressed,
the Debtors and/or Liquidating Trustee, any official committee, and the United
States Trustee, no later than sixty-five (65) days after the Effective Date.

         B.    Payment of Statutory Fees. Notwithstanding any other provision of
this Plan, all fees payable pursuant to 28 U.S.C. 1930 shall be paid in Cash
when due by the Debtors and/or the Liquidating Trustee.

         C.    Ordinary Course Liabilities. Notwithstanding any other provision
of this Plan, holders of Administrative Claims based on liabilities incurred
postpetition in the ordinary course of the Debtors' business shall not be
required to File any request for payment of such Claims, and such obligations
shall be paid as they become due by the Debtors and/or the Liquidating Trustee,
unless the Debtors and/or the Liquidating Trustee and a holder of such a Claim
otherwise mutually agree.

         3.2   Allowed Tax Claims. The holders of Allowed Tax Claims shall be
paid in full in Cash (from the Chapter 11 Payables Reserve) on the later of (1)
the Effective Date or as soon as practicable thereafter, (2) the date on which
such Claim becomes an Allowed Tax Claim, and (3) such other date as is mutually
agreed upon by the Debtors and/or the Liquidating Trustee and the holder of such
Claim.

                                    ARTICLE 4

                                  TREATMENT OF
                         CLASSIFIED CLAIMS AND INTERESTS

         4.1   Class 1 HWCC's Claim against PPI Funding in respect of the
Hollywood Zero-Coupon Note from PPI Funding, in the total Allowed Amount of
$49,219,370.05. The Allowed Class 1 Claim shall be discharged, extinguished and
satisfied in full by the distribution to the Class 1 holder of the following
consideration on the Effective Date: (i) the Sale Proceeds and the existing Cash
of PPI, less an amount of Cash or Sale Proceeds that may be necessary to fund
the Chapter 11 Payables Reserve, and less an amount of Cash or Sale Proceeds
that may be necessary to fund the LVSI Reserve; and (ii) any residue in the LVSI
Reserve after payment of the Allowed Amount, if any, of the Disputed LVSI Claim.

         4.2   Class 2 Intercompany Claims Against GBCC (consisting of: (a)
PPI's Claim against GBCC in respect of the GBCC $2,200,000 Indebtedness to PPI;
(b) PPI's $350,000 Claim against GBCC; (c) PCPI Funding's Claim against GBCC in
respect of the GBCC $23,265,577 Promissory Note to PCPI Funding; (d) PCPI
Funding's Claim against GBCC in respect of the GBCC/Joplin DQ Promissory Note to
PCPI Funding; and (e) PPI Funding's Claim against GBCC in respect of the GBCC
$16,265,000 Indebtedness to PPI Funding). The Allowed Class 2 Claims shall be
deemed discharged, extinguished and satisfied in full, as of the Effective Date,
by virtue of the merger described at Article 6.1.C of the Plan.
                                     -------------

                                                                         Page 20

<PAGE>

         4.3   Class 3   Intercompany Claims Against PCPI Funding (consisting
of: (a) PPI's Claim against PCPI Funding in respect of the PCPI Funding $13,450
Indebtedness to PPI; and (b) PPI Funding's Claim against PCPI Funding in respect
of the PCPI Funding Replacement Note to PPI Funding). The Allowed Class 3 Claims
shall be deemed discharged, extinguished and satisfied in full, as of the
Effective Date, by virtue of the merger described at Article 6.1.C of the Plan.
                                                     -------------

         4.4   Class 4   Intercompany Claims Against PPI Funding (consisting
only of PPI's Claim Against PPI Funding in respect of the Split-Off Zero-Coupon
Note from PPI Funding). The Allowed Class 4 Claim shall be deemed discharged,
extinguished and satisfied in full, as of the Effective Date, by virtue of the
merger described at Article 6.1.C of the Plan.
                    -------------

         4.5   Class 5 - Unsecured Convenience Claims against any of GBCC, PPI,
PCPI Funding or PPI Funding (trade claims or other). To the extent necessary for
purposes of section 1122 of the Code, the Allowed Unsecured Convenience Claims
against each of GBCC, PPI, PCPI Funding and PPI Funding shall be deemed
classified in separate sub-Classes hereunder (however, the Debtors believe that
there are only Class 5 Claims against GBCC). The Allowed Class 5 Claims shall be
discharged, extinguished, and satisfied in full, by the distribution of Cash to
each holder of an Allowed Class 5 Claim, in the full amount of any such holder's
Allowed Claim (from the Chapter 11 Payables Reserve or, alternatively, from
Insurance Proceeds if any such Claim is an Insured Claim), on the later of (A)
the Effective Date or as soon as practicable thereafter; (B) the date on which
any such Claim becomes an Allowed Claim; and (C) such other date as is mutually
agreed upon by the Debtors and/or the Liquidating Trustee and the holder of any
such Claim. Notwithstanding the foregoing, any right of setoff that the Debtors
may have with regard to any of these Claims is preserved.

         4.6   Class 6   General Unsecured Claims Against any of GBCC, PPI, PCPI
Funding or PPI Funding, not Otherwise Classified (believed to consist only of
HWCC's Claims against GBCC in respect of the Four GBCC Promissory Notes to
Hollywood, in the aggregate Allowed Amount of $10,126,668.50 and the Disputed
Claims of Las Vegas Sands, Inc. and William D. Pratt, Jr., a former employee of
a former GBCC affiliate). To the extent necessary for purposes of section 1122
of the Code, the Allowed General Unsecured Claims against each of GBCC, PPI,
PCPI Funding and PPI Funding shall be deemed classified in separate sub-Classes
hereunder. The Allowed Class 6 Claims shall be discharged, extinguished and
satisfied in full by the distribution of the following consideration, on or as
soon practicable after, the Effective Date: the Excess Chapter 11 Payables
Reserve and the Miscellaneous Assets. To the extent that there is more than one
holder of an Allowed Claim in this Class, the holders shall share Pro Rata in
the Excess Chapter 11 Payables Reserve and the Miscellaneous Assets. To the
extent that LVSI has an Allowed Claim that is not satisfied in full from the
LVSI Reserve (which HWCC has agreed to make available to LVSI from the
consideration that HWCC would otherwise be entitled to in respect of its Class 1
Claim), the unsatisfied portion of LVSI's Allowed Claim shall share Pro Rata
from the consideration to be distributed to Class 6 claimants. Debtors believe
HWCC will be the only person who will receive payment in this Class.

                                                                         Page 21

<PAGE>

         4.7   Class 7    Interests of the holders of the GBCC Common Stock. The
Allowed Class 7 Interests shall be canceled, extinguished, and of no further
force or effect as of the Effective Date. The Holders of the Class 7 Interests
will not receive any distribution on account of their Interests.

         4.8   Class 8   Interests of the holder of the PPI Common Stock. The
Allowed Class 8 Interests  shall be canceled, extinguished, and of no further
force or effect as of the Effective Date. The holder of the Allowed Class 8
Interests (GBCC) shall receive the remaining assets of PPI at the time of the
merger described in Article 6.1.C of the Plan.
                    -------------

         4.9   Class 9 -  Interests of the holder of the PCPI Funding Common
Stock. The Allowed Class 9 Interests shall be canceled, extinguished, and of no
further force or effect as of the Effective Date. The holder of the Allowed
Class 9 Interests (PPI) shall receive the remaining assets of PCPI at the time
of the merger described in Article 6.1.C of the Plan.
                           -------------

         4.10  Class 10 - Interests of the holder of the PPI Funding Common
Stock. The Allowed Class 10 Interests shall be canceled, extinguished, and of no
further force or effect as of the Effective Date. The holder of the Allowed
Class 10 Interests (PPI) shall receive the remaining assets of PPI Funding at
the time of the merger described in Article 6.1.C of the Plan.
                                    -------------

                                    ARTICLE 5

                       ACCEPTANCE OR REJECTION OF THE PLAN

         5.1   Voting Classes. The holders of Claims and Interests in Classes
1-6 and 8-10 are impaired and shall be entitled to vote to accept or reject the
Plan.

         5.2   Presumed Rejection of Plan. The holders of Interests in Class 7
are also impaired under the Plan, but are conclusively deemed to reject the plan
pursuant to 11 U.S.C. (S) 1126(g), since their Interests are canceled and they
are receiving no distribution of property of any kind under the Plan.

                                    ARTICLE 6

               MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN

         6.1   Plan Implementation Steps Occurring on or around the Effective
Date. On the Effective Date, or as soon as practicable thereafter, the following
events shall occur in the following sequence:

         A.    PPI's Contribution to PPI Funding of Sale Proceeds and Cash. PPI,
               -----------------------------------------------------------
               which will be holding the Sale Proceeds, between the time of the
               consummation of the Sale, pursuant to the Sale Order, and the
               Effective Date, shall immediately make a capital contribution to
               PPI Funding of: (1) the Sale Proceeds, as well as (2) PPI's other
               Cash that it has on hand (in addition to the Sale Proceeds), less
               an amount of Cash that

                                                                         Page 22

<PAGE>

               may be necessary to fund the Chapter 11 Payables Reserve, less an
               amount of Cash or Sale Proceeds that may be necessary to fund the
               LVSI Reserve.

         B.    Distribution of Sale Proceeds and PPI's Cash to HWCC. PPI Funding
               ----------------------------------------------------
               shall immediately thereafter distribute: (1) the Sale Proceeds,
               and (2) PPI's other Cash that it has on hand (in addition to the
               Sale Proceeds), less an amount of Cash that may be necessary to
               fund the Chapter 11 Payables Reserve, and less an amount of Cash
               or Sale Proceeds that may be necessary to fund the LVSI Reserve,
               to HWCC, on account of its Allowed Class 1 Claim, in respect of
               the Hollywood Zero-Coupon Note from PPI Funding.

         C.    Simultaneous Merger of PPI, PCPI Funding and PPI Funding with and
               -----------------------------------------------------------------
               into GBCC. Simultaneously thereafter, each of PPI, PCPI Funding
               ---------
               and PPI Funding shall merge with and into GBCC. In the process,
               all of the Intercompany Claims (in Classes 2, 3, and 4) will
               essentially be eliminated and will be deemed discharged,
               extinguished and satisfied in full, as of the Effective Date, by
               virtue of the merger. Similarly, the PPI Common Stock (Class 8),
               the PCPI Funding Common Stock (Class 9), and the PPI Funding
               Common Stock (Class 10) shall be canceled by virtue of this
               merger, with GBCC succeeding to all of the remaining assets and
               liabilities of PPI, PCPI Funding, and PPI Funding.

               After the implementation of the merger, GBCC will have the
               following known assets:

                    ASSETS
                    ------
                    -Cash (including, but not limited to, the LVSI Reserve)
                    -Miscellaneous Assets (deposits, prepaids, furniture, etc.)

               Additionally, after the implementation of the merger, GBCC will
               have the following liabilities:

                    LIABILITIES
                    -----------
                    -Administrative Claims against any of the Debtors
                    -Tax Claims against any of the Debtors
                    -Class 5 Unsecured Convenience Claims against any of the
                    Debtors
                    -Class 6 General Unsecured Claims against any of the
                    Debtors, including, the Allowed Claim of HWCC and perhaps
                    some Disputed Claims

               Class 6 is believed to consist only of the Claims of HWCC in
               respect of the Four GBCC Promissory Notes to Hollywood. Class 5
               is believed to consist of only a handful of vendor claims against
               GBCC. However, Las Vegas Sands, Inc. has filed a Proof of Claim
               of approximately $20 million that would be in Class 6. Debtors
               believe this Claim will be disallowed. A former employee of a
               former GBCC affiliate has also filed a $3,025,000 Proof of Claim
               against GBCC that would be in Class 6 which Debtors also believe
               will be disallowed.

                                                                         Page 23

<PAGE>

         D.    Establishment of the Chapter 11 Payables Reserve,Conveyance of
               --------------------------------------------------------------
               Chapter 11 Payables Reserve, LVSI Reserve and Miscellaneous
               -----------------------------------------------------------
               Assets to Liquidating Trustee, and Distributions to holders of
               ---------------------------------------------------------------
               any Allowed Administrative Claims, Allowed Tax Claims, and
               ----------------------------------------------------------
               Allowed Unsecured Claims in Class 5. On the Effective Date, a
               ------------------------------------
               Article 6.1, GBCC shall set aside the Cash it has on
               -----------
               and and such Cash shall constitute the Chapter 11 Payables
               Reserve. GBCC shall immediately convey the Chapter
               11 Payables Reserve and the LVSI Reserve to the Liquidating
               Trustee. GBCC shall also immediately convey the Miscellaneous
               Assets to the Liquidating Trustee. The Liquidating Trustee shall
               as promptly as practicable make the Cash Distributions required
               under the Plan to any holder of Allowed Administrative Claims,
               Allowed Tax Claims, and Allowed Unsecured Convenience Claims in
               Class 5 against any of GBCC, PPI, PCPI Funding or PPI Funding
               from the Chapter 11 Payables Reserve, unless the Debtors and any
               holder of such a Claim shall have otherwise mutually agreed. In
               addition to making such Distributions, the Liquidating Trustee
               shall set aside and hold in reserve any undistributed Chapter 11
               Payables Reserve for any Administrative Claims, Tax Claims, and
               Unsecured Convenience Claims in Class 5 that are not yet Allowed
               Claims as of the Effective Date, until such time as such Claims
               have become resolved by a Final Order.

         E.    Subordination of HWCC's Class 1 Claim to any Allowed LVSI Claim
               ---------------------------------------------------------------
               of up to $3 million. HWCC has agreed that it will subordinate its
               -------------------
               right to receive distributions from the Class 1 consideration
               that it would otherwise receive up to an amount of $3 million and
               the LVSI Reserve will be established and held by the Liquidating
               Trustee until such time as LVSI's Disputed Claim is resolved. If
               LVSI ultimately has an Allowed Claim, it will be paid by the
               Liquidating Trustee from the LVSI Reserve. If an Allowed Claim of
               LVSI is more than the LVSI Reserve, then any excess Allowed LVSI
               Claim gets treated as a Class 6 Claim. If an Allowed LVSI Claim
               is less than the LVSI Reserve, then the excess LVSI Reserve will
               be disbursed by the Liquidating Trustee to HWCC in respect of its
               Class 1 Claim.

         F.    Cancellation of GBCC Common Stock and Equity Interests. At this
               ------------------------------------------------------
               stage, GBCC will have no remaining assets (having conveyed all
               remaining assets to the Liquidating Trustee). The Interests of
               the holders of the GBCC Common Stock (CLASS 10) shall be canceled
               and there shall be no distribution to the holders of GBCC Common
               Stock. GBCC will be dissolved.

         G.    Distribution of any Excess Chapter 11 Payables Reserve and
               ----------------------------------------------------------
               Miscellaneous Assets to holder(s) of Allowed Class 6 Claims. At
               -----------------------------------------------------------
               this stage, the only remaining assets available for distribution
               will be: (1) any Excess Chapter 11 Payables Reserve (held by the
               Liquidating Trustee), after satisfaction of the Allowed
               Administrative Claims, Allowed Tax Claims, and Allowed Class 5
               Convenience Claims against the Debtors, and (2) any Miscellaneous
               Assets. On the Effective Date or as soon thereafter as
               practicable (at the earliest practicable time after all Disputed
               Claims and

                                                                         Page 24

<PAGE>

                  and other Claims against the Debtors not yet Allowed as of the
                  Effective Date have become resolved by a Final Order), the
                  Liquidating Trustee will distribute any Excess Chapter 11
                  Payables Reserve and the Miscellaneous Assets to the holder(s)
                  of Class 6 Claims in full discharge of the Class 6 Claims.
                  Once again, the Debtors believe that the only Claims that will
                  be Allowed in Class 6 will be HWCC's Claims in respect of the
                  Four GBCC Promissory Notes to Hollywood. To the extent that
                  there is more than one holder of an Allowed Claim in this
                  Class, the holders shall share Pro Rata in the Excess Chapter
                  11 Payables Reserve and Miscellaneous Assets. Additionally, if
                  HWCC is the only holder of an Allowed Class 6 Claim, the
                  Liquidating Trustee may distribute any Miscellaneous Assets
                  that are not readily convertible into Cash to HWCC in kind. If
                  there is more than one holder of an Allowed Class 6 Claim, the
                  Liquidating Trustee will liquidate and convert to Cash any
                  Miscellaneous Assets and then distribute the proceeds Pro Rata
                  among the Allowed Class 6 Claimants. If LVSI has an Allowed
                  Claim in this Class, it will only share in a distribution in
                  this Class to the extent it has not been paid in full from the
                  LVSI Reserve.

         6.2      Merger of Corporate Entities. In order to optimize the
                  benefits of the Plan for the Debtors' Estates and their
                  Creditors, certain corporate consolidation (i.e., the merger
                  of PPI, PCPI Funding and PPI Funding into GBCC) and other
                  transactions with or among related entities are occurring as
                  of the Effective Date. Notwithstanding the occurrence of any
                  such consolidation or other transactions as of the Effective
                  Date, Persons holding Claims against or Interests in any
                  Debtor are receiving treatment under the Plan that is at least
                  as favorable as any treatment to which such Creditor or
                  Interest holder would have been entitled to receive if such
                  consolidation or transactions had not occurred. This is
                  largely due to the fact that the only Creditor that is
                  expected to have an Allowed Claim against any of these Debtors
                  (excluding Allowed Administrative Claims, Allowed Tax Claims,
                  and Allowed Class 6 Unsecured Convenience Claims, all of which
                  will be paid in Cash in full) is HWCC. As further explained in
                  Section XIII(B) of the Disclosure Statement, even if there are
                  --------------
                  other third-party Creditors who are granted Allowed Claims in
                  Class 6 in this Bankruptcy Case, this Plan affords at least as
                  favorable treatment to such Creditors as they would be
                  entitled in a Chapter 7 case in which no merger and/or no
                  substantive consolidation were involved.

         6.3      Transfer of Assets to the Liquidating Trust. On the Effective
                  Date, pursuant to Article 6.1.D hereinabove, GBCC shall
                                    -------------
                  deliver the Chapter 11 Payables Reserve, the LVSI Reserve, and
                  the Miscellaneous Assets to the Liquidating Trust, on behalf
                  of and for the benefit of the holders of Allowed
                  Administrative Claims, Allowed Tax Claims, the Allowed Class 5
                  Claims, and Allowed Class 6 Claims, including the Allowed
                  Claim, if any, of LVSI, all of whom shall collectively be the
                  beneficial interest holders of the Liquidating Trust.

         6.4      Ratification of Liquidating Trust Agreement. On the Effective
                  Date, each Creditor will be deemed to have ratified and become
                  bound by the terms of the Liquidating Trust Agreement. The
                  Liquidating Trust Agreement shall become

                                                                        Page 25

<PAGE>

                  effective upon its execution by the Debtors and acceptance by
                  the Liquidating Trustee.

         A.       Powers and Duties. The Liquidating Trustee shall have the
                  powers, duties and obligations specified in this Plan and the
                  Liquidating Trust Agreement.

         B.       Compensation of Liquidating Trustee. The Liquidating Trustee
                  shall be entitled to receive from the Trust Estate
                  compensation for his services as Liquidating Trustee
                  substantially in accordance with the description in the
                  Liquidating Trust Agreement, which compensation shall be
                  approved by the Court at the Confirmation Hearing. The
                  Liquidating Trustee shall also be reimbursed by the Trust
                  Estate for all reasonable out-of-pocket expenses incurred by
                  the Liquidating Trustee in the performance of his duties.

         C.       Limitation of Liability. The Liquidating Trustee shall use
                  reasonable discretion in exercising each of the powers herein
                  granted. No Liquidating Trustee or any attorney, agent, or
                  servant of the Liquidating Trustee shall be personally liable
                  in any case whatsoever arising in connection with the
                  performance of obligations under this Plan, whether for their
                  acts or their failure to act unless they shall have been
                  guilty of willful fraud or gross negligence.

                  The Liquidating Trustee may consult with attorneys,
                  accountants, and agents, and the opinions of the same shall be
                  full protection and justification to the Liquidating Trustee
                  and his employees for anything done or admitted or omitted or
                  suffered to be done in accordance with said opinions. The
                  Liquidating Trustee shall not be required to give any bond for
                  the faithful performance of his duties hereunder or under the
                  Liquidating Trust Agreement.

         D.       Right to Hire Professionals and Agents. The Liquidating
                  Trustee shall have the right to reasonably utilize the
                  services of attorneys or any other professionals which, in the
                  discretion of the Liquidating Trustee, are necessary to
                  perform the duties of the Liquidating Trustee. Reasonable fees
                  and expenses incurred by the attorneys, accountants or other
                  agents of the Liquidating Trustee shall be paid by the
                  Liquidating Trust. The Liquidating Trustee may hire agents to
                  effect distributions from the Liquidating Trust, and may pay
                  the reasonable fees and expenses of such agents.

         E.       Tax Treatment of the Liquidating Trust. It is intended that
                  the Liquidating Trust will be treated as a "liquidating trust"
                  within the meaning of Treasury Regulations Section
                  301.7701-4(d). Accordingly, for federal income tax purposes,
                  the transfer and assignment of the assets, as described in
                  Article 6.1.D hereinabove shall be treated as a deemed
                  -------------
                  transfer and assignment of such assets to the holders of
                  Claims who are beneficiaries of the Trust, followed by a
                  deemed transfer and assignment by such holders to the
                  Liquidating Trust. The Liquidating Trust shall be treated as a
                  grantor trust owned by such holders. Each owner of an interest
                  in the Liquidating

                                                                         Page 26

<PAGE>

                  Trust shall be considered for tax purposes to own an undivided
                  interest in the assets of the Liquidating Trust. The
                  Liquidating Trustee shall provide any Creditor with an Allowed
                  Administrative Claim, Allowed Tax Claim, Allowed Class 5
                  Claim, or Allowed Class 6 Claim with a valuation of the assets
                  transferred to the Liquidating Trust and such valuation shall
                  be used consistently by the Debtors, the Liquidating Trust and
                  all Creditors for all federal income tax purposes. All items
                  of income, deduction, credit or loss of the Liquidating Trust
                  shall be allocated for federal, state and local income tax
                  purposes on a current basis among the Creditors, as set forth
                  in the Liquidating Trust Agreement; provided, however, that to
                  the extent that any item of income cannot be allocated to a
                  particular Creditor in the taxable year in which it arises,
                  the Liquidating Trust shall pay the federal, state, and local
                  taxes attributable to such income (net of related deductions)
                  at the highest rate applicable to trusts (for federal tax
                  purposes, 39.6% currently). The Liquidating Trust shall file
                  annual information returns as a grantor trust pursuant to
                  Treasury Regulations Section 1.671-4(a) that will include
                  information concerning the allocation of items of income, gain
                  or loss, deduction or credit to the Creditors. Each Creditor
                  will receive a copy of such information return.

         F.       Termination of Liquidating Trust. The duties, powers and
                  responsibilities of the Liquidating Trustee shall terminate
                  two years after the Effective Date or, if earlier, upon the
                  liquidation and distribution to the holders of beneficial
                  interests in the Liquidating Trust of all proceeds in the
                  Liquidating Trust estate in accordance with this Plan. If all
                  proceeds in the Liquidating Trust have not been distributed to
                  holders of beneficial interests in the Liquidating Trust, the
                  term of the Liquidating Trust may be extended from time to
                  time by order of the Bankruptcy Court for such period or
                  periods as it determines are reasonable, such determination to
                  be made within six months of the beginning of the extended
                  period.

         6.5      Cancellation of GBCC Common Stock and Ultimate Dissolution of
                  GBCC. As of the Effective Date, the GBCC Common Stock shall be
                  terminated and statements of resolution and any other
                  documentation governing such GBCC Common Stock shall be
                  rendered void. After the transfer of assets from GBCC to the
                  Liquidating Trustee described in Article 6.1.D of the Plan,
                                                   -------------
                  and the cancellation of the GBCC Common Stock as described in
                  Article 6.1.F of the Plan, the officers of the GBCC shall sign
                  -------------
                  and file articles of dissolution for GBCC with the Secretary
                  of State of the State of Delaware, substantially in the form
                  that will be included with the Plan Supplement (the "Articles
                  of Dissolution"). Pursuant to Delaware law, no approval of the
                  shareholders or directors of GBCC shall be required for the
                  filing of the Articles of Dissolution.

         6.6      Corporate Action. Upon entry of the Confirmation Order, the
                  events and/or transactions set forth in Article 6.1
                                                          -----------
                  hereinabove shall be and be deemed authorized and approved in
                  all respects. On the Effective Date, the matters provided
                  under the Plan involving the capital and corporate structures
                  and governance of the respective Debtors, including the merger
                  of PPI, PCPI Funding and PPI Funding with and into

                                                                         Page 27

<PAGE>

                  GBCC, shall be deemed to have occurred and shall be in effect
                  from and after the EffectiveDate pursuant to applicable state
                  laws without any requirement of further action by the
                  stockholders or directors of the Debtors. On the Effective
                  Date, the Debtors and the Liquidating Trustee shall be
                  authorized and directed to take all necessary and appropriate
                  actions to effectuate the transactions contemplated by the
                  Plan in the name of and on behalf of the Debtors and/or the
                  Estates.

         6.7      Objections to Claims. Except as otherwise provided for with
                  respect to Administrative Claims and applications of
                  professionals for compensation and reimbursement of expenses,
                  as provided in Article 3.1.A hereof, or as otherwise ordered
                                 -------------
                  by the Bankruptcy Court after notice and a hearing, objections
                  to Claims, shall be Filed and served upon the holder of such
                  Claim not later than the later of (A) forty-five (45) days
                  after the Effective Date, and (B) forty-five (45) days after a
                  proof of claim is Filed, unless this period is extended by the
                  Court on request of a party seeking to object. After the
                  Effective Date, the Liquidating Trustee shall be the sole
                  entity with standing to object to Claims (other than Claims of
                  professionals for compensation and reimbursement of expenses).
                  The Liquidating Trustee shall remain in existence for at least
                  until such time as all Disputed Claims and other Claims not
                  yet Allowed as of the Effective Date have become resolved by a
                  Final Order. The Liquidating Trustee will vigorously prosecute
                  objections to the Disputed Claim of Las Vegas Sands, Inc.
                  (including by his intervention in the Sands Trademark
                  Adversary Proceeding).

         6.8      Retention Of Causes Of Action. Pursuant to section
                  1123(b)(3)(B) of the Code, except as provided in Article 6.10
                                                                   ------------
                  hereinbelow or otherwise in the Plan or Confirmation Order,
                  the Liquidating Trustee, on behalf of holders of Allowed
                  Claims and Allowed Interests, shall, as a representative of
                  the Estates post-Effective Date, retain all Causes of Action
                  which the Debtors had or had power to assert immediately prior
                  to Confirmation of the Plan, including, without limitation,
                  Avoidance Actions, and may commence or continue, in any
                  appropriate court or tribunal, any suit or other proceeding
                  for the enforcement of such Causes of Action. Any recovery by
                  the Liquidating Trustee on Causes of Action would ultimately
                  become Miscellaneous Assets (as herein defined) (for
                  distribution to the Class 6 holder(s)). Except as provided in
                  Article 6.10, nothing contained in the Plan shall constitute a
                  ------------
                  waiver of the rights, if any, of the Liquidating Trustee to a
                  jury trial with respect to any Cause of Action or objection to
                  any Claim.

         6.9      Limitation of Liability. Upon and after the Effective Date,
                  none of the Debtors, any official committee appointed in the
                  cases and the members thereof, the Liquidating Trustee nor any
                  of their respective officers, directors, employees, agents,
                  nor any professional persons employed by any of them
                  (collectively the "Exculpated Persons"), shall have or incur
                  any liability to any Person for any act taken or omission made
                  in good faith in connection with or related to formulating,
                  implementing, confirming or consummating the Plan, the
                  Disclosure Statement or any contract, instrument, release or
                  other agreement or document created in connection with the

                                                                         Page 28

<PAGE>

                  Plan. Upon and after the Effective Date, the Exculpated
                  Persons shall have no liabilityto any Creditors, Interest
                  holders, or other parties in interest for actions taken under
                  the Plan, in connection therewith or with respect thereto in
                  good faith, including, without limitation, failure to satisfy
                  any condition or conditions, or refusal to waive any condition
                  or conditions, precedent to Confirmation or to the occurrence
                  of the Effective Date. Further, upon and after the Effective
                  Date, the Exculpated Persons will not have or incur any
                  liability to any holder of a Claim, holder of an Interest,
                  other party-in-interest herein or any other Person for any act
                  or omission in connection with or arising out of their
                  administration of the Plan or the property to be distributed
                  under the Plan, except for breach of the terms of the Plan or
                  documents and agreements pursuant thereto, gross negligence or
                  willful misconduct, and with respect to liability for gross
                  negligence or willful misconduct such persons will be entitled
                  to rely upon the advice of counsel with respect to their
                  duties and responsibilities under the Plan.

         6.10     Releases by Debtors. On the Effective Date, GBCC, on its own
                  behalf and as representative of the Debtors' Estates, in
                  consideration of services rendered in the Bankruptcy Case and
                  other good and valuable consideration, the receipt and
                  sufficiency of which is hereby acknowledged, releases
                  unconditionally, and is hereby deemed to release
                  unconditionally, each of the Debtors' present and former
                  officers, directors, as well as HWCC and Hollywood Casino
                  Corporation and their officers and directors, and any of their
                  respective professional advisers (collectively, the
                  "Releasees") from any and all claims, obligations, suits,
                  judgments, damages, rights, Causes of Action and liabilities
                  whatsoever (including, without limitation, those arising under
                  the Code), whether known or unknown, foreseen or unforeseen,
                  existing or hereafter arising, in law, equity or otherwise,
                  based in whole or in part on any act, omission, transaction,
                  event or other occurrence taking place before, on or after the
                  Petition Date up to and including the Effective Date, in any
                  way relating to the Debtors (before, on or after the Petition
                  Date), the Bankruptcy Case, or the Plan (collectively, the
                  "Released Matters").

         6.11     Exemption from Stamp and Similar Taxes. The issuance and
                  delivery of any instrument of transfer under of in furtherance
                  of this Plan (including, but not limited to in connection with
                  the Sale, as contemplated by the Stock Purchase Agreement, and
                  as provided in this Plan at Article 6.1.A), shall not be taxed
                                              -------------
                  under any law imposing a stamp tax or similar tax in
                  accordance with 11 U.S.C.(S)1146(c).

         6.12     Notice of Effective Date. The Liquidating Trustee shall file a
                  notice of occurrence of Effective Date, in the form included
                  in the Plan Supplement, within 10 days after the Effective
                  Date, to be served on all Creditors and Interest holders, and
                  to contain information relating to the Administrative Claim
                  bar date.

                                                                         Page 29

<PAGE>

                                    ARTICLE 7

                       FUNDING AND METHODS OF DISTRIBUTION

         7.1      Distribution Procedures Generally. The Liquidating Trustee
                  shall make all Distributions under the Plan to holders of
                  Allowed Administrative Claims, Allowed Tax Claims, the Allowed
                  Class 5 Claims and the Allowed Class 6 Claims (and possibly a
                  Distribution of residual LVSI Reserve to HWCC in respect of
                  its Class 1 Claim). PPI Funding (before it is merged into
                  GBCC) shall make the Distributions described in Article 6.1.B
                                                                  -------------
                  to the holder in Class 1. Except as otherwise provided in the
                  Plan, all Distributions of Cash and other property shall be
                  made on the later of the Effective Date (or as soon thereafter
                  as practicable) or the date on which a particular Claim
                  becomes Allowed (or as soon thereafter as practicable).
                  Distributions required to be made on a particular date shall
                  be deemed to have been made on such date if actually made on
                  such date or as soon thereafter as practicable. No payments or
                  other Distributions of property shall be made on account of
                  any Claim or portion thereof unless and until such Claim or
                  portion thereof is Allowed.

         7.2      Distributions to Holders of Allowed Administrative Claims.
                  Commencing on the Effective Date, the Liquidating Trustee
                  shall, in accordance with Article 3 of the Plan, distribute to
                                            ---------
                  each holder of a then unpaid Administrative Claim, Cash in the
                  Allowed amount of such holder's Claim.

         7.3      Distributions to Holders of Allowed Tax Claims, Allowed Class
                  5 Claims and Allowed Class 6 Claims. Commencing on the
                  Effective Date, the Liquidating Trustee shall, in accordance
                  with Article 3 of the Plan, distribute to each holder of a
                       ---------
                  then unpaid Allowed Tax Claim, Cash in the Allowed amount of
                  such holder's Claim. Also, commencing on the Effective Date,
                  the Liquidating Trustee shall, in accordance with Article 4.5
                                                                    -----------
                  of the Plan, distribute to each holder of a then unpaid
                  Allowed Class 5 Claim, Cash in the Allowed amount of such
                  holder's Claim.

         7.4      Distributions to Holder(s) of Allowed Class 6 Claims.
                  Distributions on the Allowed Class 6 Claims shall be made in
                  accordance with Article 4.6 of the Plan by the Liquidating
                                  -----------
                  Trustee.

         7.5      Sources of Cash Distributions. All Cash Distributions made
                  pursuant to the Plan shall be made from: (a) the Chapter 11
                  Payables Reserve, with respect to those Distributions to
                  holders of Allowed Administrative Claims, Allowed Tax Claims,
                  or Allowed Class 5 Claims; (b) the Excess Chapter 11 Payables
                  Reserve and the Miscellaneous Assets, with respect to those
                  Distributions to the holder(s) in Class 6; (c) the LVSI
                  Reserve, if appropriate, to satisfy any Allowed LVSI Claim or,
                  if applicable, to return to HWCC some or all of the LVSI
                  Reserve, if any Allowed LVSI Claim is less than the LVSI
                  Reserve, and (d) the Sales Proceeds (less amounts necessary to
                  fund the Chapter 11 Payables Reserve and/or the LVSI Reserve)
                  and existing Cash of PPI with respect to that Distribution to
                  the holder in Class 1. Such

                                                                         Page 30

<PAGE>

                  Cash Distributions shall be in U.S. dollars, by checks drawn
                  on a domestic bank selected by the Debtors and/or Liquidating
                  Trustee, or by wire transfer from a domestic bank, at the
                  option of Debtors and/or Liquidating Trustee.

         7.6      Disputed Claims. Notwithstanding any other provisions of the
                  Plan, no payments or Distributions shall be made on account of
                  any Disputed Claim until such Claim becomes an Allowed Claim,
                  and then only to the extent that it becomes an Allowed Claim.

         7.7      Delivery of Distributions and Undeliverable or Unclaimed
                  Distributions.

                  A.    Delivery of Distributions in General. Except as provided
                  below in Article 7.7.B, Distributions to holders of Allowed
                           -------------
                  Claims shall be distributed by mail as follows: at the
                  addresses set forth in (a) the respective proofs of claim
                  filed by such holders; (b) any written notices of address
                  changes delivered to the Debtors after the date of any related
                  proof of claim; or (c) the Schedules of Assets and Liabilities
                  Filed by the Debtors if no proof of claim or proof of interest
                  is Filed and the Debtors have not received a written notice of
                  a change of address.

                  B.    Undeliverable Distributions.
                  If the Distribution to the holder of any Claim is returned to
                  the Liquidating Trustee as undeliverable, no further
                  Distribution shall be made to such holder unless and until the
                  Liquidating Trustee is notified in writing of such holder's
                  then current address. Undeliverable Distributions shall remain
                  in the possession of the Liquidating Trustee until such time
                  as a Distribution becomes deliverable. Undeliverable
                  Distributions shall be held for the benefit of such holders,
                  and shall be accounted for separately. Any funds shall be held
                  in interest-bearing accounts, to the extent practicable, and
                  the parties entitled to such funds shall be entitled to any
                  earned interest on such funds. Any holder of an Allowed Claim
                  who does not assert a claim for an undeliverable Distribution
                  within one (1) year after the Effective Date shall no longer
                  have any claim to or interest in such undeliverable
                  Distribution, shall be forever barred from receiving any
                  Distributions under this Plan, and such unclaimed
                  Distributions shall become Miscellaneous Assets, for
                  distribution to the holder(s) of Class 6 Claims.

         7.8      De Minimis Distributions. No Cash payment of less than five
                  dollars ($5.00) shall be made to any holder on account of an
                  Allowed Claim.

         7.9      Failure to Negotiate Checks. Checks issued in respect of
                  Distributions under the Plan shall be null and void if not
                  negotiated within 60 days after the date of issuance. Requests
                  for reissuance of any such check may be made directly to the
                  Liquidating Trustee by the holder of the Allowed Claim with
                  respect to which such check originally was issued. Any claim
                  in respect of such voided check is required to be made before
                  the first anniversary of the Effective Date. Thereafter, all
                  amounts represented by any voided check shall become
                  Miscellaneous Assets, for the benefit of Class 6 claimant(s).
                  All Claims in respect of void checks and the underlying

                                                                         Page 31

<PAGE>

                  Distributions shall be discharged and forever barred from
                  assertion against the Debtors, the Liquidating Trustee, their
                  Affiliates, the Creditors, or any other party in interest
                  herein, and their respective property.

         7.10     Compliance with Tax Requirements. In connection with the Plan,
                  to the extent applicable, the Debtors and the Liquidating
                  Trustee shall comply with all withholding and reporting
                  requirements imposed on them by any governmental unit, and all
                  distributions pursuant to the Plan shall be subject to such
                  withholding and reporting requirements.

         7.11     Setoffs. Unless otherwise provided in a Final Order or in this
                  Plan, the Debtors and/or the Liquidating Trustee may, but
                  shall not be required to, setoff against any Claim and the
                  payments to be made pursuant to the Plan in respect of such
                  Claim, any claims of any nature whatsoever the Debtors may
                  have under the Plan or arising out of the Bankruptcy Case
                  against the holder thereof or its predecessor, but neither the
                  failure to do so nor the allowance of any Claim hereunder
                  shall constitute a waiver or release by the Debtor and/or
                  Liquidating Trustee of any such Claims the Debtors may have
                  against such holder or its predecessor.

                                    ARTICLE 8

                        TREATMENT OF EXECUTORY CONTRACTS
                              AND UNEXPIRED LEASES

         8.1      Deemed Rejection of Executory Contracts and Unexpired Leases.
                  Subject to Article 8.3 below, all Executory Contracts and
                             -----------
                  Unexpired Leases that exist between the Debtors and any entity
                  which have not been assumed or rejected prior to the Effective
                  Date shall be deemed rejected as of the Effective Date, except
                  for any Executory Contract or Unexpired Lease: (A) that has
                  been expressly assumed (and/or assumed and assigned) pursuant
                  to this Plan or an order of the Bankruptcy Court entered at or
                  prior to the Effective Date, or (B) which is subject to a
                  pending application to assume and/or assume and assign, or (C)
                  which is subject to an application to extend time to assume or
                  reject. Nothing contained herein shall constitute a waiver of
                  any claim, right, or cause of action that the Debtors may hold
                  against any party to any Executory Contract or lessee/lessor
                  under any Unexpired Lease, including any insurer under any
                  policy of insurance. A list of Executory Contracts and
                  Unexpired Leases to be assumed (and/or assumed and assigned)
                  pursuant the Plan, together with proposed cure amounts, if
                  any, will be included in the Plan Supplement.

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

                                                                         Page 32

<PAGE>

         8.3      Approval of Assumption or Rejection of Executory Contracts and
                  Unexpired Leases. Entry of the Confirmation Order shall
                  constitute the approval, pursuant to section 365(a) of the
                  Bankruptcy Code, of the assumption or rejection of the
                  Executory Contracts and Unexpired Leases to be assumed or
                  rejected pursuant to the Plan, and the assignment (if
                  applicable) of any such assumed Executory Contracts or
                  Unexpired Leases to any proposed assignee. Notice of the
                  hearing on Confirmation of this Plan shall constitute notice
                  to any nondebtor party to an Executory Contract or Unexpired
                  Lease, which is to be assumed and assigned or rejected under
                  this Plan, of the Debtors' intent to assume and assign or
                  reject such contract or lease.

         8.4      Bar Date for Filing Proofs of Claim Relating to Executory
                  Contracts and Unexpired Leases Rejected Pursuant to the Plan.
                  Any and all Proofs of Claim arising out of the rejection of an
                  Executory Contract or Unexpired Lease pursuant to this Article
                  8 must be filed within thirty (30) days after the Effective
                  Date. Any Holder of a Claim arising out of the rejection of an
                  Executory Contract or Unexpired Lease who fails to file a
                  Proof of Claim within such time shall be forever barred,
                  estopped, and enjoined from asserting such Claim against the
                  Debtors or their Estates or the Liquidating Trustee. Unless
                  otherwise ordered by the Bankruptcy Court or provided under
                  this Plan, all Claims arising from the rejection of Executory
                  Contracts and Unexpired Leases shall be treated as either
                  Unsecured Convenience Claims or General Unsecured Claims
                  (Class 5 or 6, depending on amount) under the Plan. Nothing
                  contained herein shall extend the time for filing a Proof of
                  Claim for rejection of any contract or lease rejected prior to
                  the Confirmation Date.

         8.5      Cure Payments with Regard to Assumed Executory Contracts or
                  Unexpired Leases. Any "cure" amounts that the Debtors believe
                  are associated with Executory Contracts or Unexpired Leases
                  proposed to be assumed will be set forth in the Plan
                  Supplement. Such "cure" amounts will be paid by the
                  Liquidating Trustee in cash in full on the Effective Date, or
                  as soon as practicable thereafter, to the respective parties
                  owed such amounts, in accordance with section 365(b)(1) of the
                  Bankruptcy Code, except that in the event of a dispute
                  regarding the amount of any "cure" payments, the "cure"
                  payments required by section 365(b)(1) of the Bankruptcy Code
                  shall be made by the Liquidating Trustee only after the entry
                  of a Final Order of the Bankruptcy Court resolving the dispute
                  or after the parties have otherwise reached agreements. If a
                  party disputes the "cure" amount set forth in the Plan
                  Supplement (or if no "cure" amount is indicated as being owed
                  in the Plan Supplement for a particular Executory Contract or
                  Unexpired Lease and an affected party believes there is a
                  "cure" amount owing), or otherwise objects to assumption
                  pursuant to section 365(b)(1) of the Bankruptcy Code and
                  pursuant to the Plan, then the affected party(ies) to the
                  Executory Contract or Unexpired Lease should file a written
                  objection and serve it upon the Debtors' counsel, which
                  objection should be filed and served so as to be received
                  three (3) days prior to the scheduled Confirmation Hearing. A
                  party's failure to file and serve such an objection three (3)
                  days prior to the Confirmation Hearing will be deemed a waiver
                  of any objection to assumption or to the "cure" amounts set
                  forth in the Plan Supplement, and the Debtors will present

                                                                         Page 33

<PAGE>

                  an order to the Court at the Confirmation Hearing that will
                  provide for approval of the assumption and the "cure" amounts,
                  as set forth in the Plan Supplement, which order will be
                  binding on parties in interest receiving the Plan Supplement.

                                    ARTICLE 9
                       CONDITIONS TO CONFIRMATION OF PLAN

         9.1      Conditions to Confirmation. Except as expressly waived by the
                  Debtors, Hollywood Casino Corporation, and HWCC, the following
                  conditions must occur and/or be satisfied prior to
                  Confirmation of the Plan:

                  A.   The Sale shall have been consummated and the Sale
                       Proceeds shall have been received by PPI.

                  B.   There shall be no Claims for cure of executory contracts
                       or unexpired leases.

                  C.   All Claims of HWCC shall be allowed under the
                       Confirmation Order.

                  D.   The Confirmation Order (and related findings of fact and
                       conclusions of law) shall be in form and substance
                       reasonably satisfactory to the Debtors, Hollywood Casino
                       Corporation, and HWCC.

                  E.   The documentation in the Plan Supplement shall be in form
                       and substance reasonably satisfactory to the Debtors,
                       Hollywood Casino Corporation, and HWCC.


         9.2      Waiver of Conditions. The Debtors, Hollywood Casino
                  Corporation, and HWCC may waive any condition set forth in
                  this Article 9 at any time, without notice, without leave of
                       ---------
                  or order of the Court, and without any formal action other
                  than proceeding to confirm the Plan.

                                   ARTICLE 10

                     CONDITIONS TO EFFECTIVENESS OF THE PLAN

         10.1     Conditions to Effectiveness. Except as expressly waived by the
                  Debtors, Hollywood Casino Corporation, and HWCC, the following
                  conditions must occur and be satisfied on or before the
                  Effective Date:

         A.       The Confirmation Order (and related findings of fact and
                  conclusions of law) shall have been signed by the Court and
                  duly entered on the docket for the Bankruptcy

                                                                         Page 34

<PAGE>

                  Case by the clerk of the Court, in form and substance
                  reasonably acceptable to the Debtors, Hollywood Casino
                  Corporation, and HWCC.

         B.       The Confirmation Order shall have become a Final Order.

         C.       The Sale shall have been consummated and the Stock Purchase
                  Agreement shall not have been terminated and there shall be no
                  fact, event, condition or circumstance that will impede or
                  prevent the distribution of the Sale Proceeds as contemplated
                  by the Plan on the Effective Date.

         10.2     Waiver of Conditions. The Debtors, Hollywood Casino
                  Corporation, and HWCC may waive any condition set forth in
                  this Article 10 (except for Article 10.1.B and C) at any time,
                       ----------             --------------------
                  without notice, without leave of or order of the Court, and
                  without any formal action other than proceeding to consummate
                  the Plan.

                                   ARTICLE 11

                          EFFECTS OF PLAN CONFIRMATION

         11.1     Discharge of Debtors and Injunction. The rights afforded in
                  the Plan and the treatment of all Claims and Interests herein,
                  shall be in exchange for and in reliance on the complete
                  satisfaction, discharge, and release of all Claims and
                  Interests of any nature whatsoever, including any interest
                  accrued on such Claims from and after the Petition Date,
                  against the Debtors, the Debtors-In-Possession, the
                  Liquidating Trustee or any of their assets or properties.
                  Except as otherwise provided in the Plan or the Confirmation
                  Order: (A) on the Effective Date, the Debtors and these
                  Estates shall be deemed discharged and released to the fullest
                  extent permitted by section 1141 of the Bankruptcy Code from
                  all Claims and Interests, including, but not limited to,
                  demands, liabilities, Claims and Interests that arose before
                  the Effective Date and all debts of the kind specified in
                  sections 502(g), 502(h) or 502(i) of the Bankruptcy Code,
                  whether or not: (1) a proof of claim or proof of interest
                  based on such debt or Interest is Filed or deemed Filed
                  pursuant to section 501 of the Bankruptcy Code, (2) a Claim or
                  Interest based on such debt or Interest is allowed pursuant to
                  section 502 of the Bankruptcy Code, or (3) the holder of a
                  Claim or Interest based on such debt or Interest has accepted
                  the Plan; and (B) all Persons shall be precluded from
                  asserting against the Debtors, the Liquidating Trustee, the
                  Estates, any Creditors or other parties-in-interest, and their
                  successors, or any of their assets or properties, any other or
                  further Claims or Interests based upon any act or omission,
                  transaction, or other activity of any kind or nature that
                  occurred prior to the Effective Date. Except as otherwise
                  provided in the Plan or the Confirmation Order, as of the
                  Effective Date, the Confirmation Order shall act as a
                  discharge of any and all Claims against and all debts and
                  liabilities of the Debtors, as provided in sections 524 and
                  1141 of the Bankruptcy Code, and such discharge shall void any
                  judgment against any of the Debtors at any time obtained to
                  the extent that it relates to a Claim discharged. The

                                                                         Page 35

<PAGE>

                  discharge of the Debtors provided in the Plan shall not affect
                  the obligations of the Debtors under any executory contract
                  assumed under Article 8.1 hereinabove, nor under any agreement
                                -----------
                  pursuant to or in connection with this Plan intended to be in
                  force on or after the Effective Date.

                  Except as otherwise provided in the Plan or the Confirmation
                  Order, on and after the Effective Date, all persons who have
                  held, currently hold or may hold a debt, Claim or Interest
                  discharged pursuant to the terms of this Plan are permanently
                  enjoined from taking any of the following actions on account
                  of any such discharged debt, Claim or Interest: (1) commencing
                  or continuing in any manner any action or other proceeding
                  against the Debtors, the Liquidating Trustee, any of their
                  successors or their respective property; (2) enforcing,
                  attaching, collecting or recovering in any manner any
                  judgment, award, decree or order against the Debtors, the
                  Liquidating Trustee, any of their successors or their
                  respective property; (3) creating, perfecting or enforcing any
                  lien or encumbrance against the Debtors, the Liquidating
                  Trustee, any of their successors or their respective property;
                  (4) asserting any setoff, right of subrogation or recoupment
                  of any kind against any obligation due to the Debtors, the
                  Liquidating Trustee, any of their successors or their
                  respective property; and (5) commencing or continuing any
                  action, in any manner, in any place that does not comply with
                  or is inconsistent with the provisions of this Plan or the
                  Confirmation Order. Any Person injured by any willful
                  violation of such injunction shall recover actual damages,
                  including costs and attorneys' fees, and, in appropriate
                  circumstances, may recover punitive damages, from the willful
                  violator.

         11.2     Revesting. On the Effective Date, the Liquidating Trustee, on
                  behalf of the Debtors' Estates, will be vested with all the
                  property of the respective Estates of the Debtors that is not
                  otherwise transferred under the Plan free and clear of all
                  Claims and other interests of Creditors and equity holders,
                  except as provided herein; provided, however, that the Debtors
                  shall continue as debtors in possession under the Bankruptcy
                  Code until the Effective Date, and, thereafter, the
                  Liquidating Trustee may wind up the business free of any
                  restrictions imposed by the Bankruptcy Code or the Court
                  (except for any restrictions set forth in the Confirmation
                  Order).

         11.3     No Liability for Solicitation or Participation. As specified
                  in section 1125(e) of the Bankruptcy Code, Persons that
                  solicit acceptances or rejections of the Plan and/or that
                  participate in the offer, issuance, sale, or purchase of
                  securities offered or sold under the Plan, in good faith and
                  in compliance with the applicable provisions of the Bankruptcy
                  Code, are not liable, on account of such solicitation or
                  participation, for violation of any applicable law, rule, or
                  regulation governing the solicitation of acceptances or
                  rejections of the Plan or the offer, issuance, sale, or
                  purchase of securities.

         11.4     Other Documents and Actions.  The Debtors, the
                  Debtors-In-Possession, and the Liquidating Trustee may execute
                  such documents and take such other action as is necessary to
                  effectuate the transactions provided for in the Plan.

                                                                         Page 36

<PAGE>

         11.5     Post-Consummation Effect of Evidences of Claims or Interests.
                  Evidences of Claims against or Interests in the Debtors shall,
                  effective upon the Effective Date, represent only the right to
                  participate in the Distributions contemplated by the Plan.

         11.6     Term of Injunctions or Stays. Unless otherwise provided, all
                  injunctions or stays provided for in the Bankruptcy Case
                  pursuant to sections 105 or 362 of the Bankruptcy Code or
                  otherwise and in effect on the Confirmation Date shall remain
                  in full force and effect until the Effective Date.

                                   ARTICLE 12

                       CONFIRMABILITY OF PLAN AND CRAMDOWN

    The Debtors will request Confirmation under section 1129(b) of the
    Bankruptcy Code if any impaired Class of Creditors does not accept the Plan
    pursuant to section 1126 of the Bankruptcy Code. In that event, the Debtors
    reserve the right to modify the Plan to the extent, if any, that
    Confirmation of the Plan under section 1129(b) of the Bankruptcy Code
    requires modification.

                                   ARTICLE 13

                            RETENTION OF JURISDICTION

    Notwithstanding the entry of the Confirmation Order or the occurrence of the
    Effective Date, the Bankruptcy Court shall retain such jurisdiction over the
    Bankruptcy Case after the Effective Date as is legally permissible,
    including, without limitation, jurisdiction to:

         1.       Allow, disallow, determine, liquidate, classify or establish
                  the priority or secured or unsecured status of or estimate any
                  Claim or Interest, including, without limitation, the
                  resolution of any request for payment of any Administrative
                  Claim and the resolution of any and all objections to the
                  allowance or priority of Claims or Interests including any
                  adversary proceedings;

         2.       Grant or deny any and all applications for allowance of
                  compensation or reimbursement of expenses authorized pursuant
                  to the Bankruptcy Code or the Plan, for periods ending on or
                  before the Effective Date;

         3.       Resolve any motions pending on the Effective Date to assume,
                  assume and assign or reject any executory contract or
                  unexpired lease to which the Debtors are parties or with
                  respect to which the Debtors may be liable and to hear,
                  determine and, if necessary, liquidate, any and all Claims
                  arising therefrom;

                                                                         Page 37

<PAGE>

         4.       Ensure that Distributions to holders of Allowed Claims and
                  Allowed Interests are accomplished pursuant to the provisions
                  of the Plan;

         5.       Decide or resolve any and all applications, motions, adversary
                  proceedings, contested or litigated matters and any other
                  matters or grant or deny any applications involving the
                  Debtors or Liquidating Trustee that may be pending on the
                  Effective Date;

         6.       Enter such Orders as may be necessary or appropriate to
                  implement or consummate the provisions of the Plan and all
                  contracts, instruments, releases, and other agreements or
                  documents created in connection with the Plan or the
                  Disclosure Statement;

         7.       Resolve any and all controversies, suits or issues that may
                  arise in connection with the consummation, interpretation or
                  enforcement of the Plan or any entity's obligations incurred
                  in connection with the Plan;

         8.       Modify the Plan before or after the Effective Date pursuant to
                  section 1127 of the Bankruptcy Code, or to modify the
                  Disclosure Statement or any contract, instrument, release, or
                  other agreement or document created in connection with the
                  Plan or the Disclosure Statement; or remedy any defect or
                  omission or reconcile any inconsistency in any Bankruptcy
                  Court Order, the Plan, the Disclosure Statement or any
                  contract, instrument, release, or other agreement or document
                  created in connection with the Plan or the Disclosure
                  Statement, in such manner as may be necessary or appropriate
                  to consummate the Plan, to the extent authorized by the
                  Bankruptcy Code;

         9.       Issue injunctions, enter and implement other orders or take
                  such other actions as may be necessary or appropriate to
                  restrain interference by any entity with consummation or
                  enforcement of the Plan;

         10.      Enter and implement such orders as are necessary or
                  appropriate if the Confirmation Order is for any reason
                  modified, stayed, reversed, revoked or vacated;

         11.      Determine any other matters that may arise in connection with
                  or related to the Plan, the Disclosure Statement, the
                  Confirmation Order or any contract, instrument, release, or
                  other agreement or document created in connection with the
                  Plan or the Disclosure Statement; and

         12.      Enter a final decree closing the Bankruptcy Case.

    If the Bankruptcy Court abstains from exercising jurisdiction or is
    otherwise without jurisdiction over any matter arising out of the Bankruptcy
    Case, including, without limitation, the matters set forth in this Article,
    this Article shall have no effect upon and shall not control, prohibit, or
    limit the exercise of jurisdiction by any other court having competent
    jurisdiction with respect to such matter.

                                                                         Page 38

<PAGE>

                                   ARTICLE 14

                            MISCELLANEOUS PROVISIONS

         14.1     Fractional Dollars. Any other provision of the Plan
                  notwithstanding, no payments of fractions of dollars will be
                  made to any holder of an Allowed Claim. Whenever any payment
                  of a fraction of a dollar to any holder of an Allowed Claim
                  would otherwise be called for, the actual payment made will
                  reflect a rounding of such fraction to the nearest whole
                  dollar (up or down).

         14.2     Modification of Plan. The Debtors reserve the right, in
                  accordance with the Bankruptcy Code, to amend or modify the
                  Plan prior to the entry of the Confirmation Order. After the
                  entry of the Confirmation Order, the Debtors and/or
                  Liquidating Trustee may, upon order of the Bankruptcy Court,
                  amend or modify the Plan in accordance with section 1127(b) of
                  the Bankruptcy Code, or remedy any defect or omission or
                  reconcile any inconsistency in the Plan in such manner as may
                  be necessary to carry out the purpose and intent of the Plan.

         14.3     Governing Law. Except to the extent the Bankruptcy Code or the
                  Bankruptcy Rules are applicable, the rights and obligations
                  arising under the Plan shall be governed by, and construed and
                  enforced in accordance with the laws of the State of Delaware,
                  without giving effect to the principles of conflicts of law
                  thereof.

         14.4     Payment Dates. Whenever any payment to be made under the Plan
                  is due on a day other than a Business Day, such payment will
                  instead be made, without interest, on the next Business Day.

         14.5     Headings. The headings used in this Plan are inserted for
                  convenience only and neither constitute a portion of the Plan
                  nor in any manner affect the provisions of the Plan.

         14.6     Successors and Assigns. The rights, benefits and obligations
                  of any entity named or referred to in the Plan shall be
                  binding on, and shall inure to the benefit of, any heir,
                  executor, administrator, successor or assign of such entity.

         14.7     Severability of Plan Provisions. If prior to Confirmation any
                  term or provision of the Plan, which does not govern the
                  treatment of Claims or Interests or the conditions of the
                  Effective Date or which is not governed by the terms of the
                  Stock Purchase Agreement or documents related thereto, is held
                  by the Bankruptcy Court to be invalid, void, or unenforceable,
                  the Bankruptcy Court shall have the power to alter and
                  interpret such term or provision to make it valid or
                  enforceable to the maximum extent practicable, consistent with
                  the original purpose of the term or provision held to be
                  invalid, void, or unenforceable, and such term or provision
                  shall then be applicable as altered or interpreted.
                  Notwithstanding any such holding, alteration or

                                                                         Page 39

<PAGE>

                  interpretation, the remainder of the terms and provisions of
                  the Plan will remain in full force and effect and will in no
                  way be affected, impaired, or invalidated by such holding,
                  alteration, or interpretation. The Confirmation Order shall
                  constitute a judicial determination and shall provide that
                  each term and provision of the Plan, as it may have been
                  altered or interpreted in accordance with the foregoing, is
                  valid and enforceable pursuant to its terms.

         14.8     No Admissions. Notwithstanding anything herein to the
                  contrary, nothing contained in the Plan shall be deemed as an
                  admission by the Debtors with respect to any matter set forth
                  herein, including, without limitation, liability on any Claim
                  or the propriety of any Claims classification.

                                                                         Page 40

<PAGE>

Dated as of March 20, 2002

                                            GREATE BAY CASINO CORPORATION
                                            Debtor and Debtor-In-Possession


                                            ___________________________________
                                            By:    John C. Hull
                                            Its:   Chief Executive Officer

                                            PPI CORPORATION
                                            Debtor and Debtor-In-Possession


                                            ___________________________________
                                            By:    John C. Hull
                                            Its:   Vice President

                                            PCPI FUNDING CORP.
                                            Debtor and Debtor-In-Possession


                                            ___________________________________
                                            By:    John C. Hull
                                            Its:   Vice President

                                            PPI FUNDING CORP.
                                            Debtor and Debtor-In-Possession


                                            ___________________________________
                                            By:    John C. Hull
                                            Its:   Vice President

                                                                         Page 41

<PAGE>

Counsel to the Debtors:
-----------------------

Robert D. Albergotti, Esquire
Stacey Jernigan, Esquire
HAYNES AND BOONE, L.L.P.
901 Main Street, Suite 3100
Dallas, Texas 75201-3714
Telephone: (214) 651-5000


Steven K. Kortanek, Esquire
KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
919 Market Street, Suite 1000
Wilmington, Delaware 19801-3062
Telephone: (302) 426-1189

                                                                         Page 42